Real Links Terms of Service

These terms and conditions (T&Cs) and the Referral Order Form (Order Form) between the customer identified in the Order Form (Customer) and Real Links Limited, incorporated and registered in England and Wales with company number 10570135 whose registered office is at Wellesley House, Duke of Wellington Avenue, Royal Arsenal, London, England SE18 6 SS (Supplier) govern the terms and conditions between the Customer and the Supplier for use of the Software and Services.

Table of Contents

• 1. Definitions and Interpretation
• 2. Configuration Services
• 3. Hosting Services, Maintenance and Support
• 4. Rewards
• 5–28. Main Commercial Terms (Supplier obligations through Jurisdiction)
• Schedules 1–3 and Data Processing Appendix

(Full navigation via the page headings below.)

1. Definitions and Interpretation

1.1. In these T&Cs the following definitions have the following meanings given to them:

Advocacy Software: has the meaning given to it in Schedule 1.

Authorised Users: those employees and independent contractors of the Customer and/or other person nominated by the Customer as specified in the Order From who are authorised to use the Software through the Hosting Services under these T&Cs.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information.

Configuration Services: means the configuration of the Software for the Customer, as further described in clause 2 and the Order Form.

Customer Account Team: the individuals appointed by the Customer from time to time who shall serve as the Supplier’s primary contacts for the Supplier’s activities under these T&Cs.

Customer Data: the data inputted into the information fields of the Software by the Customer, by Authorised Users, or by the Supplier on the Customer’s behalf or other data relating to the Customer communicated to or processed or generated by the Supplier.

Customer Materials: all items of property (including Intellectual Property Rights) belonging to or licensed to the Customer (other than by the Supplier) and issued to the Supplier for the purpose of carrying out the Services, including:

1. the Customer's company and name and logo; and

2. the Customer Data.

Customer’s Project Manager: the member of the Customer Account Team appointed in accordance with clause 7.2.1.

Effective Date: the effective date specified in the Order Form.

Good Industry Practice: means the practices which, according to a suitably qualified person with reasonable experience of the nature of the Services, comprise generally accepted good practice within the relevant industry or business sector, exercising that degree of skill, care, diligence, prudence, foresight, efficiency and practice which would be expected from a leading supplier of services the same as or similar to the Services (as a whole or in part) within the relevant industry or business sector.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Internal Mobility Software: has the meaning given to it in Schedule 1.

Maintenance and Support: any error corrections, updates and upgrades that the Supplier may provide or perform with respect to the Software and Hosting Services, as well as any other support or training services provided to the Customer under these T&Cs, all as described in Schedule 2.

Normal Business Hours: 9.30 am to 5.30 pm local UK time, each Business Day.

Referral Software: has the meaning given to it in Schedule 1.

Services: the Configuration Services, Hosting Services and/or Maintenance and Support as applicable, and all other obligations of the Supplier.

Software: the Supplier’s proprietary software in machine-readable object code form being the Referral Software and/or the Advocacy Software and/or the Internal Mobility Software as specified in the Order Form, including any error corrections, updates, upgrades, modifications and enhancements to it provided to the Customer under these T&Cs. For the avoidance of doubt, references in this agreement to Software shall only be to the relevant Software specified in the Order Form.

Supplier Account Team: the individuals appointed by the Supplier from time to time who shall serve as the Customer’s primary contacts for the Customer’s activities under these T&Cs.

Supplier’s Project Manager: the member of the Supplier’s Account Team appointed by the Supplier from time to time (on the basis that the Supplier shall use reasonable endeavours to ensure continuity).

Term: as defined in clause 15.1 of these T&Cs.

Virus: any thing or device (including any software, code, file or programme) which may:

1. prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device;

2. prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or

3. adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

User Generated Content: any content uploaded to the Software that an Authorised User has created, developed, modified or contributed to.

1.2. In these T&Cs (except where the context otherwise requires):

1.2.1. Clause, Schedule and paragraph headings shall not affect the interpretation of these T&Cs.

1.2.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.2.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.2.5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.2.6. A reference to writing or written includes email.

1.2.7. References to clauses and Schedules are to the clauses and Schedules of these T&Cs and references to paragraphs are to paragraphs of the relevant Schedule.

1.2.8. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.2.9. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.2.10. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.3. The Schedules form an integral part of these T&Cs and have effect as if set out in full in the body of these T&Cs. A reference to these T&Cs includes the Schedules.

1.4. If there is any conflict or inconsistency between any of the provisions in the main body of these T&Cs and the Schedules, the provisions in the main body of these T&Cs shall prevail. In the event of any conflict or inconsistency between these T&Cs and the Order Form, the terms of these T&Cs shall prevail.

2. Configuration Services

2.1. Upon execution of the Order Form:

2.1.1. the Supplier shall notify the Customer of the personnel on the Supplier Account Team who shall perform the Configuration Services;

2.1.2. The Supplier shall commence to perform the Configuration Services in accordance with:

2.1.2.1. Good Industry Practice; and

2.1.2.2. the scope set out in the Order Form,

to meet the selections set out in the Order Form and the Software features set out in Schedule 1 (together being the Acceptance Criteria).

2.2. The scope of the Configuration Services is set out and cannot be changed unless agreed between the parties in writing prior to the execution of the Order Form or, following execution of the Order Form, in accordance with clause 9 (Change control).

2.3. Following completion of the Configuration Services, the Supplier shall submit the configured Software to the Customer for review and acceptance. Within ten (10) Business Days of the Supplier’s delivery of the Software (such period being the Acceptance Period), the Customer shall review the configured Software, and:

2.3.1. confirm that it conforms materially with the Acceptance Criteria (at which point the Customer shall have accepted the Software); or

2.3.2. notify the Supplier if the Software does not materially conform with the Acceptance Criteria (giving detailed descriptions of any such non-conformance, in writing), and such non-conformance shall be an Error.

2.4. Where the Customer has notified the Supplier of any Errors during the Acceptance Period, the Supplier shall use reasonable endeavours to correct any Error within 10 (10) Business Days of the Customer’s notification and, on completion, resubmit the corrected Software to the Customer. The provisions of this clause 2.3 shall then apply again, up to two (2) additional times.

2.5. If the Customer does not provide notify the Supplier in accordance with clause 2.3.2 within the Acceptance Period, the Software shall be deemed accepted by the Customer.

2.6. If the Supplier is unable to correct an Error after three (3) attempts, then the Customer shall be entitled to terminate these T&Cs on written notice to the Supplier, provided such notice is provided within ten (10) Business Days after the third unsuccessful attempt to correct the Error. In the event of such termination the Supplier shall repay all unaccrued sums the Customer has paid the Supplier under these T&Cs.

3. Hosting Services, Maintenance and Support

3.1. The Supplier shall perform the Hosting Services and Maintenance and Support services using reasonable skill and care, subject to such reasonable cooperation by the Customer as may be required.

3.2. In relation to Authorised Users:

3.2.1. the Customer’s access to the Hosting Services shall be limited to Authorised Users;

3.2.2. the Customer shall maintain a written list of current Authorised Users of the Software, and the Customer shall provide such list to the Supplier as may be reasonably requested by the Supplier from time to time;

3.2.3. the Customer shall ensure that each Authorised User keeps a secure password for their use of the Software, that each Authorised User keeps their password confidential and does not provide access to the Software to any other individual or entity; and

3.2.4. the Customer shall be responsible for all actions and/or omissions of the Authorised Users.

3.3. In relation to the Software:

3.3.1. the Supplier hereby grants to the Customer on and subject to the terms and conditions of these T&Cs, a non-exclusive, non-transferable licence for the Term to allow Authorised Users to access the Software through the Hosting Services and to use the Software solely for the Customer’s recruitment purposes;

4. Rewards

4.1. As part of the Supplier’s Service, the Software includes links to third party sites and/or platforms that allow Authorised Users to purchase certain rewards (for example, retail vouchers) for the purpose of the Customer’s recruitment processes (such third parties being Reward Providers and such sites being Reward Sites).

4.2. Upon execution of the Order Form, the Supplier will notify by email the Customer of the partnerships it has entered into with Rewards Providers as at the Effective Date and that notification shall contain the name and contact details of the Reward Providers.

4.3. The Customer acknowledges that the Reward Sites are wholly operated by the Reward Providers and, therefore, the Customer understands and agrees that:

4.3.1. the Customer and/or the relevant Authorised User are required to enter into separate agreements with a Reward Provider for the purposes of accessing and using a Reward Site; and

4.3.2. the Customer and/or the relevant Authorised User’s use of a Reward Site are subject to the applicable Reward Provider’s terms of use.

(such agreements with Reward Providers, and such terms of use, together shall be referred to as Reward Provider Terms)

Consequently, the Customer agrees that:

4.3.3. to the maximum extent permitted by applicable law, the Supplier shall have no liability or responsibility of any kind to the Customer or its Authorised Users regarding the Reward Site, nor the Customer’s or its Authorised Users’ use of the Reward Site (and accordingly agrees to bring any claims or issue regarding the Reward Site to the relevant Reward Provider); and

4.4. the Customer shall indemnify the Supplier for any losses (including any liabilities, damages, compensation, awards, claims, proceedings, costs and other expenses, professional fees and expenses), suffered by or awarded against the Supplier as a result of the Customer and/or its Authorised Users’:

4.4.1. use of the Reward Site; or

4.4.2. failure to comply with the relevant Reward Provider Terms.

5. Supplier’s obligations

5.1. The Supplier undertakes that:

5.1.1. it will perform the Services with reasonable skill and care, and in accordance with Good Industry Standards;

5.1.2. it shall comply with all applicable laws and regulations with respect to its performance of the Services.

5.2. The warranties at clause 5.1 shall not apply to the extent of any:

5.2.1. failure or non-performance of the Software which is caused by misuse of the Software by the Customer or any of its Authorised Users;

5.2.2. use, misuse or abuse of the Software by the Customer or any Authorised User or the Customer contrary to the terms of these T&Cs and/or the Supplier’s instructions; and/or

5.2.3. failure or non-performance of the Software which is caused by modification or alteration of the Software by any party other than the Supplier or the Supplier’s duly authorised contractors or agents.

5.3. The Supplier shall not be in breach of these T&Cs or the Order form, if and to the extent the Supplier’s ability to provide the Software, perform the Services or otherwise perform its obligations under these T&Cs are impacted by the Customer’s failure to comply with any of its obligations under these T&Cs or the Order Form. In such case, the Supplier shall use reasonable endeavours to perform the impacted obligations, unless such continued performance would result in occurring additional expense, in which case the Supplier shall be entitled to propose an amendment to the Software and/or Services in accordance with clause 9 (Change Control).

6. Non-exclusivity

Nothing in these T&Cs shall prevent the Supplier from entering into similar agreements with third parties or from independently developing, using, selling or licensing materials, products or services which are similar to those provided under these T&Cs.

7. Customer’s obligations

7.1. The Customer shall provide the Supplier with:

7.1.1. all necessary co-operation reasonably required; and

7.1.2. all necessary access to such information as may reasonably be required by the Supplier,

in order for the Supplier to render the Services, including Customer Data, security access information and software interfaces to the Customer’s other business applications;

7.2. The Customer shall also:

7.2.1. provide such personnel assistance, including appointing the Customer’s Project Manager, the Customer Account Team and other Customer personnel, as may be reasonably requested by the Supplier from time to time. The Customer shall use all reasonable endeavours to ensure continuity of its personnel assigned pursuant to these T&Cs;

7.2.2. comply with all applicable laws and regulations with respect to its activities under these T&Cs;

7.2.3. prevent any unauthorised access to, or use of, the Software and notify the Supplier promptly of any such unauthorised access or use;

7.2.4. promote, market and give appropriate visibility of the Supplier’s Software to its employees in order to encourage use of such Software; and

7.2.5. collaborate with Supplier to produce one case study after 1 month from commencement of the Period as set out in the Order Form, describing the benefits arising from the implementation of the Software. The case study will be created by Supplier through interviews and will be subject to final approval by Customer.

7.3. The Customer shall not (and shall procure that its Authorised Users shall not):

7.3.1. store, distribute or transmit any Virus, any User Generated Content or any other material through the Software or Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity;

7.3.2. attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Software;

7.3.3. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

7.3.4. use the Software or Hosting Services to provide information and/or services to third parties; and

7.3.5. attempt to obtain, or assist third parties in obtaining, unauthorised access to the Software.

7.4. The Customer shall indemnify the Supplier for any losses (including any liabilities, damages, compensation, awards, claims, proceedings, costs and other expenses, professional fees and expenses), suffered by or awarded against the Supplier as a result of the Customer and/or its Authorised Users’ breach of the obligations set out in clause 7.3 above, and the Supplier shall have the right to immediately terminate these T&Cs, or suspend the Customer’s and its Authorised Users’ access to the Services.

8. Charges and payment

8.1. The Customer shall pay the fees set out in the Order Form for the Term in accordance with these T&Cs.

8.2. The Supplier shall charge:

8.2.1. an annual fee for the Software as set out in the Order Form; and

8.2.2. a fixed fee to perform the Configuration Services as set out in the Order Form.

8.3. Should the Customer request the Supplier to perform actions to configure the Software that are outside the scope of the Configuration Services, the Supplier shall be entitled to charge for any additional work and the parties must comply with the process set out in clause 9 (Change control). Any additional work shall be charged at a rate of £300 per hour.

8.4. All amounts and fees stated or referred to in these T&Cs or the Order Form are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.

8.5. The Supplier shall invoice the Customer on the Effective Date and, where applicable, periodically or when required thereafter. Each invoice is due and payable 30 days after the invoice date. If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

8.5.1. the Supplier may suspend the supply of the Services (but shall recommence them at no further cost when the outstanding invoice has been paid); and

8.5.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 2% over the then current base lending rate of Barclays plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.6. The annual fees charged by the Supplier shall be subject to an annual fee increase of 5% effective on each anniversary of the Effective Date. This increase shall apply in addition to the annual fees stated in the pricing table in the Order Form. Not raising fees is not a waiver of the Supplier’s right to do so. The Supplier may increase fees if Customer elects to increase the number of Authorised Users subject to the parties following the process set out in clause 9 (Change control).

9. Change control

9.1. For so long as these T&Cs are effective, the Customer’s Project Manager and the Supplier’s Project Manager shall speak at least once every two (2) months during the six (6) months after the Effective Date and every quarter thereafter to discuss matters relating to the Services. If either party wishes to change the scope of the Services (including Customer requests for additional Hosting Services), it shall submit details of the requested change to the other in writing.

9.2. If the Customer requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:

9.2.1. the likely time required to implement the change;

9.2.2. any variations to the fees arising from the change; and

9.2.3. any other impact of the change on the terms of these T&Cs and/or the Order Form.

9.3. If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing the necessary variations to its charges and any other relevant terms of these T&Cs and/or the Order Form to take account of the change.

10. Intellectual Property Rights

10.1. The Customer acknowledges and agrees that the Supplier and/or its licensors (if any) own all Intellectual Property Rights in the Software and the Services. Except as expressly stated herein, these T&Cs do not grant the Customer any rights to, or in, Intellectual Property Rights, or any other rights or licences in respect of the Software, Services or any related documents.

10.2. The Supplier represents, warrants and undertakes that it has all the rights in relation to the Software and Services that are necessary to grant all the rights it purports to grant and perform all the obligations it agrees to perform under, and in accordance with these T&Cs.

10.3. The Supplier acknowledges and agrees that the Customer owns all Intellectual Property Rights in the Customer Materials. Except as expressly stated herein, these T&Cs do not grant the Supplier any rights to, or in, any Intellectual Property Rights, or any other rights or licences in respect of the Customer Materials.

10.4. The Customer hereby grants to the Supplier, or shall procure the grant to the Supplier of, a non-exclusive, transferable, royalty-free licence for the Term, to use the Customer Materials for the following purposes:

10.4.1. the fulfilment of the Supplier’s obligations and receiving the benefit of its rights under these T&Cs; and

10.4.2. the creation and use of marketing, sales and public relations materials (including press releases) and other communications solely to identify the Customer as a customer of the Supplier.

10.5. The Supplier grants the Customer a non-exclusive, non-transferable, royalty-free licence for the Term, to use the Supplier’s company name and logo solely to identify the Supplier as a provider of services to the Customer.

10.6. Other than as expressly stated herein, neither party shall use the other party’s Intellectual Property Rights without the prior written permission of the other party.

10.7. The Supplier shall indemnify and keep the Customer fully and effectively indemnified on demand against all losses of whatsoever nature arising out of or in connection with any claim that the use of the Software, as permitted under these T&Cs, infringes the Intellectual Property Rights of a third party.

10.8. The Customer shall indemnify and keep the Supplier fully and effectively indemnified on demand against all losses of whatsoever nature arising out of or in connection with any claim that the use of the Customer Materials, as permitted under these T&Cs, infringes the Intellectual Property Rights of a third party.

10.9. If the Customer becomes aware of any claim for, or allegations of, infringement, which may give rise to a claim under the indemnity in clause 10.7, the Customer shall promptly notify the Supplier in writing and, without prejudice to any other rights or remedies, the Supplier will, at its discretion:

10.9.1. obtain for the Customer the right to continue using the Software; or

10.9.2. modify the Software (without detracting from its overall performance, functionality and other characteristics) so as to avoid the infringement; or

10.9.3. terminate these T&Cs and refund to the Customer any unused fees paid in advance under these T&Cs.

10.10. If the Supplier becomes aware of any claim for, or allegations of, infringement, which may give rise to a claim under the indemnity in clause 10.8, the Supplier shall promptly notify the Customer in writing and shall not make any admissions without the prior written consent of the indemnified party, and the Customer shall:

10.10.1. at the request and expense of the Customer, allow the Supplier at its own cost to conduct and/or settle all negotiations and litigation resulting from any such claim, or threat of an application for an interim order/application against the Supplier; and

10.10.2. at the request and cost of the Customer provide all reasonable assistance with such negotiations or litigation.

11. Confidentiality

11.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these T&Cs. A party’s Confidential Information shall not include information that:

11.1.1. is or becomes publicly known other than through any act or omission of the receiving party;

11.1.2. was in the other party’s lawful possession before the disclosure;

11.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

11.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2. Subject to clause 11.4, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these T&Cs.

11.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these T&Cs.

11.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.5. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, unless such loss, destruction, alteration or disclosure is the direct result of such party’s gross negligence or willful misconduct.

11.6. The Customer acknowledges that the Software, the results of any performance tests of the Software and the Services constitute the Supplier’s Confidential Information.

11.7. The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

11.8. This clause 11 shall survive termination of these T&Cs, however arising.

12. Data, data protection, security and integrity.

12.1. The following definitions apply in respect of this clause 12 and applicable sub-clauses:

12.1.1. "controller", "processor", "data subject", “joint controller” “personal data” and "processing" bear the respective meanings given them in the UK GDPR;

12.1.2. "Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK including UK GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; any other European Union legislation relating to Personal Data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);

12.1.3. “Shared Personal Data” means the personal data to be shared between the parties as controllers pursuant to the provision of the Services, as set out in Schedule 3; and

12.1.4. “UK GDPR” means the GDPR as transposed into the national law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018.

12.2. The parties acknowledge and agree that the Supplier may be either a controller or a processor of personal data processed in connection with the provision of the Services and such designation will depend on the processing activities undertaken by the Supplier.

12.3. To the extent that:

12.3.1. the Supplier processes personal data on behalf of the Customer in connection with the Services, the terms set out in the Data Processing Appendix to these T&Cs shall apply; and

12.3.2. the Supplier is a controller of any personal data processed in connection with the provision of the Services, the provisions set out in clause 12.4 below shall apply.

12.4. The parties acknowledge and agree that:

12.4.1. the sharing of the Shared Personal Data under these T&Cs may be necessary to enable the Supplier to facilitate the provision of the Services;

12.4.2. for the purposes of the Shared Personal Data both the Supplier and the Customer understand themselves to be acting as independent controllers for separate but related purposes and not as joint controllers for a joint purpose; and

12.4.3. each shall process the Shared Personal Data and any other personal data for which each party is an independent controller in accordance with the respective party’s privacy notice and in a manner that complies with the parties’ respective obligations under Data Protection Legislation and shall not act or omit to act such as to cause the other party’s processing of the Shared Personal Data to be in breach of Data Protection Legislation.

13. Anti-bribery

13.1. Each party hereby represents, covenants and warrants that:

13.1.1. it shall not violate any applicable laws including (without limitation) any laws in regards to anti-corruption, anti-bribery and money laundering (any such violation being a material breach of these T&Cs), and shall promptly notify the other party in writing in the event of any actual or alleged violation of such laws; and

13.1.2. during the term of these T&Cs, it shall not, nor shall any of its officers, directors, employees or contractors, engage (or cause another party to engage) in any activity that is, or is reasonably likely to be, in breach of this clause.

13.2. If either party receives any requests for bribes from any third party relevant to these T&Cs and the Order Form, such party shall promptly report this request to the other party.

13.3. If either party reasonably believes that a breach of any of the representations, covenants or warranties contained within this clause has occurred, or is reasonably likely to occur, said party may terminate these T&Cs and the Order Form immediately and pursue all available remedies.

13.4. Notwithstanding clause 13.3, in the event an applicable court of law or tribunal finds a breach of any representations, covenants or warranties under this clause 13 by a party, these T&Cs and the Order Form will automatically terminate and the party found to be in breach shall indemnify the other party and its directors, employees, affiliates and subsidiaries in respect of any damages, losses, fees and costs (including, without limitation, audit costs) incurred by that other party as a result of or in relation to such breach.

13.5. Supplier hereby represents that it has exercised independent judgment in providing the Services to Customer and has not been offered payment(s) or benefit(s) to enter into these T&Cs, except those contractual benefits expressly set out in these T&Cs and the Order Form.

14. Limitation of liability

14.1. The following provisions set out the entire financial liability of either party (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the other in respect of:

14.1.1. any breach of these T&Cs and/or the Order Form howsoever arising;

14.1.2. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with these T&Cs and/or the Order Form.

14.2. Nothing in these T&Cs excludes either party’s liability:

14.2.1. for death or personal injury caused by that party’s negligence;

14.2.2. for gross negligence or wilful misconduct;

14.2.3. for any claim under the indemnities in clauses 10.7 or 10.8 (Intellectual Property Rights; or

14.2.4. for fraud or fraudulent misrepresentation.

14.3. Without prejudice to clause 14.2 and subject to clause 14.4 neither party shall in any circumstances be liable for indirect or consequential loss, loss of revenue, loss of profits, loss of anticipated savings, loss of business, loss of opportunity or loss of goodwill

14.4. Other than in respect of the Customer’s payment obligations contained herein, or for claims arising under Section 14.2 above, each party’s total liability arising in connection with the performance or contemplated performance of these T&Cs shall be limited to ten (10) times the price paid for the Services.

14.5. The Supplier shall not be liable for any failure in or interruption in the use of the Software caused directly or indirectly by the Customer’s equipment, communication networks, software environment or any actions or omissions by the Customer or any of its Authorised Users.

15. Term and Termination

15.1. The term shall commence on the Effective Date and shall continue for the Period as set out in the Order Form, unless otherwise terminated as provided in clauses 2.6, 7.4, 10.9, 13.3, 13.4, 16 or this clause 15 (the Term).

15.2. Unless the Order Form states otherwise, the initial Term and any renewal Term will automatically renew for terms of 12 months. Auto-renewal will not occur if the Customer notifies the Supplier at least 1 month or the Supplier notifies Customer at least 1 month prior to the end of any Term of its intent to not renew the Order Form.

15.3. Without affecting any other right or remedy available to it, either party may terminate these T&Cs and the Order Form with immediate effect by giving written notice to the other party if:

15.3.1. the other party fails to pay any amount due on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

15.3.2. the other party commits a material breach of any other term of these T&Cs and/or the Order Form which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so;

15.3.3. the other party repeatedly breaches any of the terms of these T&Cs and/or the Order Form in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these T&Cs;

15.3.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

15.3.5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

15.3.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

15.3.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

15.3.8. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

15.3.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

15.3.10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

15.3.11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.3.4 to clause 15.3.10 (inclusive);

15.3.12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

15.3.13. there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

15.4. On termination of these T&Cs and/or the Order Form for any reason:

15.4.1. all licences granted under these T&Cs shall immediately terminate;

15.4.2. each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; and

15.4.3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

16. Force majeure

Neither party shall be in breach of these T&Cs and/or the Order Form nor liable for delay in performing, or failure to perform, any of its obligations under these T&Cs and/or the Order Form if such delay or failure results from events, circumstances or causes beyond its reasonable control, including strikes; lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party); failure of a utility service or transport or telecommunications network or the internet; act of God; war; riot; civil commotion; malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident; breakdown of plant or machinery; fire, flood, or storm; or default of suppliers or sub-contractors. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for six months, the party not affected may terminate these T&Cs by giving 30 days’ written notice to the other party.

17. Waiver

17.1. A waiver of any right under these T&Cs is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

17.2. Unless specifically provided otherwise, rights arising under these T&Cs are cumulative and do not exclude rights provided by law.

18. Rights and remedies

Except as expressly provided in these T&Cs, the rights and remedies provided under these T&Cs are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance

19.1. If any provision (or part of a provision) of these T&Cs and/or the Order Form is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

19.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

20. Entire agreement

20.1. These T&Cs, the Order Form and any documents annexed to each of them constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.2. Each party acknowledges that in entering into the Order Form and these T&Cs it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these T&Cs.

20.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these T&Cs.

21. Assignment

Neither party shall assign, transfer, mortgage, charge, or declare a trust of any or all of its rights and obligations under these T&Cs and/or the Order Form without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

22. No partnership or agency

Nothing in these T&Cs is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

23. Variation

These T&Cs may be varied and/or updated by the Supplier from time to time. No variation of the Order Form shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

24. Third party rights

Neither these T&Cs nor the Order Form confer any rights on any other person or party (other than the parties to these T&Cs a Order Form and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25. Notices

25.1. Any notice required to be given under these T&Cs shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Order Form, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as set out in the Order Form or as may be notified by a party from time to time.

25.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received 2 business hours after the time at which it was sent.

26. Governing law

These T&Cs, the Order Form and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

27. Dispute Resolution

If a dispute arises out of or in connection with these T&Cs and/or the Order Form (a Dispute) then the Parties shall follow the following procedure:

27.1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Supplier’s Project Manager and the Customer’s Project Manager shall attempt in good faith to resolve the Dispute; and

27.2. if the Supplier’s Project Manager and the Customer’s Project Manager are for any reason unable to resolve the Dispute within 21 days of it being referred to them, the parties shall be entitled to take such action as they consider appropriate to settle the Dispute.

28. Jurisdiction

The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these T&Cs, the Order Form or their respective subject matter or formation (including non-contractual disputes or claims).

Schedule 1 – Software

The Referral Software consists of the following components:

1. Web portal.

2. White-labelling branding to the Customer's group trading style.

3. Analytics.

4. Automated campaign builder.

5. Gamification (including a raffle, leaderboard and collective goal)

6. Email, Slack & Teams integrations for internal comms

7. Job sharing on social media.

8. Job scheduler.

9. Matching of employees' connections to jobs on LinkedIn (through a saved Boolean search).

10. Referral jams.

11. Introductions vs recommendations selector.

12. Mobile App.

13. Updates on the status of referrals.

The Advocacy Software consists of the following components:

1. Web portal.

2. White-labelling branding to the Customer's group trading style.

3. Analytics.

4. Automated campaign builder.

5. Gamification (including a raffle, leaderboard and collective goal)

6. Email, Slack & Teams integrations for internal comms

7. Content sharing on social media.

8. Content post scheduler.

9. Content jams.

10. Mobile App.

The Internal Mobility Software consists of the following components:

1. Web portal.

2. White-labelling branding to the Customer's group trading style.

3. Job, project and mentor listings and editing.

4. Matching of employees to jobs, projects and mentors.

5. Talent pool of employees signed up on the platform.

6. Application pages for employees.

7. Updates on the status of applications.

8. Email notifications for employees.

9. Performance statistics & analytics.

Schedule 2 - Maintenance and Support

1. Training

The Supplier shall provide the Customer with initial training on the use of the Software for up to three (3) of the Customer’s staff. Such training shall be provided by the Supplier remotely.

2. Amazon Web Servers and Maintenance Events

The Software is hosted on Amazon Web Services. The Supplier shall use reasonable endeavours to ensure high availability of the Software. The Supplier may perform scheduled maintenance from time to time. The Supplier shall use reasonable endeavours to provide the Customer with at least 48 hours’ notice of any scheduled maintenance that is likely to affect the availability of the Software.

3. Maintenance

3.1 Maintenance includes all regularly scheduled error corrections, software updates and those upgrades limited to improvements to features of the Software described in Schedule 1. Maintenance will be provided 9 am to 5 pm UK time on Business Days.

3.2 The Supplier shall use reasonable endeavours to make Maintenance releases available to the Customer as and when they are made generally available to its customers.

3.3 The Supplier shall maintain technical support on the most current releases of the Software.

4. Technical support services

4.1 The Supplier shall provide the Customer with technical support services. The Customer shall have Customer support representatives (“CSRs”) who are authorised to contact the Supplier for technical support.

*Response time is measured from the time when the CSR raises the request.

5. Service Level Arrangements

Service availability

5.1 The Supplier shall provide at least a 99% uptime service availability level (“Uptime Service Level”). The Uptime Service Level does not include:

5.1.1 scheduled or emergency maintenance (performed by either the Supplier or Amazon Web Services); or

5.1.2 outages or disruptions caused by force majeure events.

Service credits

5.2 If availability falls below the Uptime Service Level in a given calendar month (“Service Delivery Failure”), the Supplier shall credit the Customer’s account as follows:

Schedule 3 - Details of Shared Personal Data

Data Processing Appendix

1. Definitions and interpretation

1.1 In this Data Processing Appendix, unless the context otherwise requires, the following words have the following meanings:

Appropriate Safeguards means appropriate safeguards set out under applicable Data Protection Legislation including without limitation standard data protection clauses, binding corporate rules.

Controller has the meaning set out in the Data Protection Legislation.

Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including UK GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; any other European Union legislation relating to Personal Data.

Data Subject has the meaning set out in the Data Protection Legislation.

Permitted Purposes means the purposes associated with the provision of the Services as further set out in the Schedule to this Data Processing Appendix.

Personal Data has the meaning set out in the Data Protection Legislation.

Personal Data Breach has the meaning set out in the Data Protection Legislation.

Process, Processed or Processing have the meaning set out in the Data Protection Legislation.

Processor has the meaning set out in the Data Protection Legislation.

Regulatory Authority any competent data protection or privacy authority by which the Customer or the Supplier is regulated.

Restricted Transfer Means permitting access of Personal Data by, or transfer of Personal Data to, another entity based in a country outside of the European Economic Area and the United Kingdom that has not been designated as ensuring an adequate level of protection by the appropriate governing body under applicable Data Protection Legislation.

UK GDPR means the General Data Protection Regulation 2016/679 as transposed into the national law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018.

2. Appointment and role of Supplier

2.1 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Supplier is appointed as the Processor for the Processing activities listed in the Schedule (Data Processing Details).

3. Customer obligations

3.1 Where the Customer expects that the Supplier will Process Personal Data, the Customer shall:

3.1.1 ensure that the Personal Data is accurate and up-to-date, and remains so during the period of the Processing;

3.1.2 ensure it has a valid legal basis under the Data Protection Legislation to provide the Personal Data and for its Processing by the Supplier and if requested by the Supplier shall promptly provide written confirmation of the same; and

3.1.3 not do anything in connection with the Personal Data that would or might cause the Supplier to be in breach of any Data Protection Legislation or other law and/or to incur liability to any Data Subject.

4. Supplier’s obligations

4.1 To the extent that the Supplier Processes Personal Data on behalf of the Customer in connection with this Data Processing Appendix, the Supplier shall:

4.1.1 solely Process the Personal Data for the purposes of fulfilling its obligations in this Data Processing Appendix in particular the Permitted Purposes and in compliance with the Customer’s written instructions as set out in this Data Processing Appendix;

4.1.2 ensure that any persons used by the Supplier to Process Personal Data are required to treat the Personal Data confidentially;

4.1.3 take appropriate technical and organisational measures against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data taking into account the nature of the Processing and harm that might result from such unauthorised or unlawful Processing, loss, destruction or damage and the nature of the Personal Data to be protected including without limitation, all such measures that may be required to ensure compliance with Data Protection Legislation;

4.1.4 taking into account the nature of the Processing activities undertaken by the Supplier and the information available to the Supplier:

4.1.4.1. provide reasonable assistance and co-operation to enable the Customer to fulfil its obligations to respond to requests from individuals exercising their rights under the Data Protection Legislation;

4.1.4.2. notify the Customer as soon as reasonably practicable if the Supplier or any sub-contractor engaged by on behalf of the Supplier suffers a Personal Data Breach in relation to Personal Data that is Processed in connection with this Data Processing Appendix;

4.1.4.3. following a notification under clause 4.1.4.2, provide reasonable co-operation, information and assistance to the Customer as may be necessary to enable the Customer to notify the applicable Regulatory Authority and Data Subjects of the Personal Data Breach to the extent such notification is required under the Data Protection Legislation;

4.1.5 assist the Customer with carrying out data protection impact assessments and consulting with the applicable Regulatory Authority where such assessments and/or consultation are required pursuant to the Data Protection Legislation, provided that the scope of such assistance shall be agreed by the parties in advance and the Customer shall pay the Supplier’s reasonable costs incurred in providing such assistance;

4.1.6 upon termination of this Data Processing Appendix, at the choice of the Customer delete or return all Personal Data to the Customer and delete existing copies, except that the Supplier shall be permitted to retain:

4.1.6.1. back-up copies of data in accordance with the Supplier’s normal back-up procedures; and

4.1.6.2. any Personal Data that the Supplier is required to retain pursuant to applicable law.

4.1.7 upon reasonable request with not less than 4 weeks’ notice, and provided that the Customer shall not make more than one request in any rolling 12 month period, make available to the Customer all information necessary to demonstrate compliance with the obligations set out in this clause 4 in respect of Processing of Personal Data for the Permitted Purposes and allow for and contribute to audits, including inspections, conducted by or on behalf of the Customer.

5. Permitted Subcontractors and International Transfers of Personal Data:

5.1 The Customer agrees that the Supplier may engage Sub-processors to process Personal Data on Customer’s behalf. The Supplier shall inform the Customer of any intended changes concerning the addition or replacement of other Sub-processors, thereby giving the Customer the opportunity to object to such changes.

5.2 The Supplier shall enter into a written agreement with each Sub-processor containing data protection obligations no less onerous than those set out in this Data Processing Appendix.

5.3 The Supplier remains fully liable to the Customer for the performance of each Sub-processor’s obligations.

5.4 The Supplier shall put in place a written contract with any sub-Processor which includes obligations similar to those set out in this Data Processing Appendix.

5.5 The Supplier may make a Restricted Transfer of Personal Data if:

5.5.1. the transfer does not put the Customer in breach of its obligations under applicable Data Protection Legislation; and

5.5.2. it has implemented Appropriate Safeguards and, subject to the Appropriate Safeguard implemented, complied with any additional requirements that may be necessary pursuant to Data Protection Legislation, including without limitation undertaking a transfer risk assessment and implementing any supplementary measures that may appropriate to the relevant transfer(s), to guarantee the lawfulness of the Restricted Transfer;

or the Supplier is required to do so by applicable laws and regulations in which in case, where required by applicable Data Protection Legislation, the Supplier will inform the Customer of that legal requirement before processing, unless prohibited by applicable laws and regulations.

Schedule to Data Processing Appendix

Data Processing Activities