1. Definitions and Interpretation
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions and in an Order Form:
“Additional Licences Fee“
means the charge payable by the Customer for an increase in the Customer Hiring Manager Limit or the Recruiter User Limit, as specified in an Order Form.
a contract between hireful and the Customer made up of an Order Form, these Terms and Conditions and any documents expressly referred to in either of them, and any amendments to that contract from time to time.
“ATS Project Start Date“
means the date the technical team makes initial contact with the customer to discuss their implementation project.
“Basic Licence Fee“
means the monthly charge payable by the Customer to use and access the ATS, as specified in an Order Form.
Mondays to Fridays, excluding English Bank and public holidays.
(i) the Set-up Fee; and
(ii) the Licence Fees,
or, as the context requires, either of them.
(i) any information disclosed by either party to the other party during the Term (whether in writing, orally or otherwise) that at the time of disclosure is either marked as “confidential” or should reasonably be understood by the receiving party to be confidential; and
(ii) the existence of, and the terms set out in, the Agreement.
means the person or entity identified as such in an Order Form.
means all data provided by the Customer, or by the Customer’s actual or prospective candidates, to hireful under, or in relation to, an Agreement.
“Customer Hiring Manager“
means an employee of the Customer who is authorised to access and use the ATS for the purpose of managing those vacancies to which the employee has been given access by a Recruiter User.
“Customer Hiring Manager Limit“
means the maximum number of Customer Hiring Managers who may access and use the ATS, as specified in an Order Form.
“Data Protection Laws“
means the EU General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679), the EU Data Protection Directive (Directive 95/46/EC), the Data Protection Act 1998 and Electronic Communications (EC Directive) Regulations 2003 and any other data protection laws and regulations, orders and any codes of practice, guidelines and recommendations issued by the Information Commissioner’s Office or any replacement or equivalent body, as amended and in force from time to time.
hireful is a company incorporated in England and Wales with registration number 03825406 and its registered office at Units 15-17 Strixton Wellingborough, Northamptonshire NN29 7PA.
means the edition of hireful’s Applicant Tracking System (ATS) known as “Instant” and which has the following features: Customisable application form; Track applicants; Add ratings and comments; Automatic emails to applicants; Forward applicants via email; Vacancy specific questions; Interview scheduling; Hiring manager portal; Recruitment agency portal; Publish to Website; Publish to Indeed.
“Force Majeure Event“
an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).
means the initial term starting on the ATS Project Start Date, as specified in an Order Form.
“Intellectual Property Rights“
all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).
(i) the Basic Licence Fee; and
(ii) if the Customer has purchased an increase in the Customer Hiring Manager Limit or the Recruiter User Limit, the Additional Licences Fee.
has the meaning given to it in the EU General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679).
hireful’s proprietary web portal that may be accessed by the Customer to access and use the ATS.
means the edition of hireful’s Applicant Tracking System (ATS) known as “Premium” and which, in addition to all the features of “Professional Plan”, has up to three (3) of the following features:
(ii) Assign costs;
(iii) 3 days bespoke report design;
(iv) Bespoke vacancy approval process; and
(v) Competency based questions and bespoke scoring
as specified in an Order Form.
has the meaning given to it in the EU General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679).
means the edition of hireful’s Applicant Tracking System (ATS) known as “Professional” and which, in addition to all the features of “Instant Plan”, has the following features: bespoke recruitment workflow; fully managed implementation; self-service interview scheduling, bespoke reports; onsite training; and job alerts.
means an employee of the Customer who is authorised to access and use the ATS for the purpose of creating, publishing and managing new vacancies.
“Recruiter User Limit“
means the maximum number of Recruiter Users who may access and use the ATS, as specified in an Order Form.
has the meaning given to it in clause 2.1.
(i) the Set-up Services; and
(ii) the ATS,
or, as the context requires, either more of them.
means the charges payable by the Customer for the Set-up Services, as specified in an Order Form.
means the set-up, implementation and, if applicable, configuration of the ATS, as further described in an Order Form.
means the applicant tracking system and any updates, upgrades, new versions or releases of the same that is available from the Supplier on an online platform which is accessible over the internet which the Customer and Authorised Users are able to use as part of the Services.
has the meaning given to it in clause 2.1.
(i) Instant Plan;
(ii) Professional Plan; or
(iii) Premium Plan,
as specified in an Order Form.
the ability of multiple users in different locations to communicate (audibly and visually) via a web meeting.
1.2 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
1.3 The clause headings do not affect the interpretation of these Terms and Conditions.
1.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
1.5 In case of an inconsistency or conflict between these Terms and Conditions and any provision in an Order Form, the provision in the Order Form prevails.
2.1 Subject to earlier termination in accordance with clause 17, the term of the Agreement (the “Term“) shall be the period starting on the date on which the Order Form is signed by both parties and ending on the date on which either party gives to the other party not less than thirty (30) days’ prior written notice of termination, such notice to expire on the last day of the Initial Term or on any anniversary of the last day of the Initial Term (each a “Renewal Date“).
2.2 Notwithstanding clause 2.1:
(a) if the Order Form designates the Agreement as a trial, then the Agreement shall automatically expire at the end of the Initial Term specified in the Order Form, and references in the Agreement to “Term” shall be construed accordingly; and
(b) any purchase by the Customer of an increase in the Customer Hiring Manager Limit or the Recruiter User Limit shall be deemed to operate as an amendment of the original Order Form.
3. Set-up Services
3.1 hireful shall provide the ATS Set-up Services to the Customer, and use all commercially reasonable endeavours to ensure that the ATS Set-up Services are completed within 30 days of the ATS Project Start Date.
3.2 In the event of a delay in the completion of the Set-up Services results from the Customer’s failure or delay in providing hireful with such information and assistance as hireful may reasonably require in connection with the Set-up Services:
(a) hireful shall have no liability in respect of such delay; and
(b) the Customer shall not be entitled to any refund or discount in respect of the Charges, notwithstanding that the ATS is not available by the ATS Project Start Date.
3.3 Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set-up Services by hireful shall be the exclusive property of hireful.
4.1 hireful shall provide to the Customer login details for the ATS prior to the ATS Project Start Date.
4.2 hireful hereby grants to the Customer a non-exclusive licence to access and use the ATS for the Customer’s own business purposes during the Term.
4.3 The licence granted by hireful to the Customer under clause 4.2 is subject to the following:
(a) the Customer must ensure that:
(i) The ATS is not used by more Customer Hiring Managers than the Customer Hiring Manager Limit;
(ii) The ATS is not used by more Recruiter Users that the Recruiter User Limit;
(iii) each Customer Hiring Manager and each Recruiter User does not share their access to the ATS with any other employee of the Customer or other individual; and
(iv) an employee who has been designated as a Customer Hiring Manager or a Recruiter User is replaced with another employee not more than twice during any twelve-month period during the Term.
(b) except as required by law on a non-excludable basis, the Customer must not sub-license its right to access and use the ATS to any third party;
(c) the Customer shall use reasonable endeavours, including implementing reasonable security measures relating to its account access details, to ensure that no unauthorised person gains access to the ATS;
(d) the Customer must not use the ATS in any way that causes, or may cause, damage to the ATS or the Platform or which impairs or may impair the availability or accessibility of the ATS; and
(e) the Customer must not use the ATS:
(i) in any way that is unlawful, illegal, fraudulent or harmful; or
(ii) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4.4 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
4.5 If any amount due to be paid by the Customer to hireful under the Agreement is overdue or if the Client is in breach of any of the conditions or restrictions set out in clause 4.3, and hireful has given to the Customer at least ten (10) days’ notice of its intention to do so, then hireful may (without prejudice to its other rights under the Agreement) suspend the provision of the ATS for the duration of the Customer’s default.
4.6 hireful shall use all reasonable commercial endeavours to carry out scheduled or planned maintenance to the Platform outside the hours of 08:00 – 18:00 on Business Days, and to give the Customer at least two (2) Business Days’ prior notice of any maintenance that will or is likely to result in disruption to the ATS.
5.1 hireful will provide the Customer with support for the ATS between 09:00 and 17:00 on Business Days via the following contact methods:
Phone:01933 667 164
For the avoidance of doubt, hireful does not under any circumstances provide support or other assistance to candidates.
5.2 hireful will use all commercially reasonable endeavours to ensure that the service availability of hireful ATS is at least 99.9%, as calculated using the following formula:
[ (M – TO) / M ] * 100
“M” is the number of minutes in the calendar month.
“TO” is the aggregate number of minutes of all Outages in the calendar month, where the duration of each outage is measured as the elapsed period between the time that the Customer reports the incident to hireful and the time that hireful notifies the Customer that the incident has been resolved.
“Outage” is any period during which the ATS is being non-responsive, other than where the non-responsiveness results from:
(i) maintenance carried out by hireful outside the hours of 08:00 – 18:00 on Business Days; or
(ii) non-availability of the internet, or a failure of the Customer’s equipment, or a power outage at the Customer’s premises; or
(iii) any act or omission of the Customer, or any person acting on behalf of the Customer, which prevents or delays the availability of the ATS; or
(iv) a Force Majeure Event.
5.3 If the service availability of the ATS during a calendar month is less than 98% (as determined by hireful), then:
(a) the Customer shall be entitled to claim from hireful a service credit equal to 10% of the Licence Fee for the immediately following monthly billing period (or, where the Licence Fee in respect of the Initial Term is included in the Customer’s payment for advertising services (as provided by hireful pursuant to a separate contract), an amount equal to 10% of the monthly list price for the relevant ATS); and
(b) if the Service Availability is less than 94.0% in a calendar month, the Customer shall be entitled to treat such service availability as a material breach of this agreement which is not remediable for the purpose of clause 17.1.
5.4 The Customer acknowledges that clause 5.3 sets out the Customer’s sole and exclusive remedies in respect of any failure by hireful to ensure that the ATS achieves the service availability target.There are two exceptions to this where hireful would be liable to the Customer to a maximum claim of £1,000,000 for each exception.
These exceptions are:
a) Any claim the customer makes against hireful that relates to a failure to protect or process their data correctly.
b) Any claim the customer makes against hireful that relates misuse of a third party’s intellectual property.
6. Customer obligations
6.1 The Customer must provide to hireful, or procure for hireful, such co-operation, support, advice, information and documentation as hireful may reasonably request in connection with the performance of its obligations under the Agreement.
6.2 The Customer must ensure that, when accessing and using the ATS, each Recruiter User and each Customer Hiring Manager:
(a) uses the then-current version of Internet Explorer, Firefox, Chrome or Microsoft Edge, with all updates installed;
(b) uses a computer with at least 4GB of RAM; and
(c) has an internet connection with upload and download speeds of at least 1 MBps.
7. Customer Data
7.1 The Customer hereby grants to hireful a non-exclusive licence to copy, reproduce, store, transfer, adapt and edit the Customer Data to the extent reasonably required for the performance of hireful’s obligations and the exercise of hireful’s rights under the Agreement, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of hireful’s obligations and the exercise of hireful’s rights under the Agreement.
7.2 The Customer hereby grants to hireful a non-exclusive licence to publish Customer Data within the the ATS application to the extent reasonably required for the performance of hireful’s obligations and the exercise of hireful’s rights under the Agreement.
7.3 The Customer warrants to hireful that the use of the Customer Data by hireful in accordance with the Agreement will not:
(a) breach the provisions of any law, statute or regulation;
(b) infringe the Intellectual Property Rights or other legal rights of any person; or
(c) give rise to any cause of action against hireful,
in each case in any jurisdiction and under any applicable law.
8. Intellectual Property Rights
8.1 Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from hireful to the Customer, or from the Customer to hireful.
8.2 All Intellectual Property Rights in in all materials created or performed by hireful, solely or jointly with any person, in the course of providing the Set-up Services (“Work“) shall vest or remain vested in hireful.
8.3 hireful hereby grants to the Customer a royalty-free, non-exclusive licence to access and use the Work for the Customer’s internal business purposes during the Term.
8.4 At hireful’s request and expense, the Customer shall perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution or delivery of) all further documents which hireful reasonably considers necessary to vest ownership of the Work in hireful or otherwise to give effect to this clause 8.
9.1 hireful shall issue invoices to the Customer in accordance with the invoicing terms set out in the Order Form.
9.2 The Customer must pay each invoice issued by hireful in accordance with clause 9.1 within thirty (30) days of receipt by means of electronic bank transfer to such bank account as is specified on the relevant invoice.
9.3 hireful may increase the Licence Fees by giving to the Customer at least sixty (60) days’ prior written notice, provided that any such increase shall be effective no earlier than the immediately following Renewal Date. The Customer agrees that, notwithstanding clause 19.1, hireful may notify the Customer of an increase of the Licence Fees by sending details of such increase by email to the Customer’s email address as specified in the Order Form.
9.4 Where the Licence Fee in respect of the Initial Term is included in a Customer’s payment for advertising services (as provided by hireful pursuant to a separate contract), the Customer acknowledges and agrees that, following expiry of the Initial Term and unless otherwise expressly agreed, hireful shall in respect of any subsequent period issue invoices for Licence Fees calculated using hireful’s then-current price list.
9.5 The Charges are exclusive of UK value added tax (VAT) or any other applicable sales tax, which will be added to the Charges and payable by the Customer to hireful.
9.6 If the Customer does not pay any amount properly due to hireful under the Agreement, hireful may:
(a) charge the Customer interest on the overdue amount at the rate of 3% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
10.1 Each party (the “Receiving Party“) shall:
(a) keep the Confidential Information of the other party (the “Disclosing Party“) strictly confidential;
(b) not disclose the Disclosing Party’s Confidential Information to any person without the Disclosing Party’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
(c) use the same degree of care to protect the confidentiality of the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care; and
(d) act in good faith at all times in relation to the Disclosing Party’s Confidential Information.
10.2 Notwithstanding clause 10.1, the Receiving Party may disclose the Disclosing Party’s Confidential Information to its officers, employees, professional advisers, insurers, agents and subcontractors who are bound by a written agreement or professional obligation to protect the confidentiality of such Confidential Information.
10.3 This clause 10 imposes no obligations upon the Receiving Party with respect to the Disclosing Party’s Confidential Information that:
(a) is known to the Receiving Party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Receiving Party; or
(c) is obtained by the Receiving Party from a third party in circumstances where the Receiving Party has no reason to believe that there has been a breach of an obligation of confidentiality.
10.4 The restrictions in this clause 10 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Receiving Party on any recognised stock exchange.
10.5The provisions of this clause 10 shall continue in force for a period of five (5) years following the termination of the Agreement, at the end of which period they will cease to have effect.
11. Data protection
11.1 hireful and the Customer agree that, for the purposes of Data Protection Laws, the Customer is the Data Controller and hireful is the Data Processor of Customer Data.
11.2 The Customer warrants to hireful that it has the legal right to disclose all Customer Data that it does in fact disclose to hireful under or in connection with the Agreement, and that the processing of that Customer Data by hireful in accordance with the Agreement will not breach any Data Protection Laws.
11.3 hireful warrants to the Customer that when processing data they undertake the following:
(a) The processing is lawful, fair and transparent
(b) They are transparent about what the data is being used for
(c) Data is collected for a specific purpose
(d) The data is necessary for the purpose
(e) The data is accurate and kept up to date
(f) Data is not kept for longer than necessary
(g) Data is kept safe and secure
(h) They have arrangements in place to ensure that our staff who are processing your data are subject to a duty of confidence
(i) They will request your prior consent when engaging with any new sub-processors and will have a written agreement in place reflecting the requirements of GDPR
(j) They will assist you in providing subject access information and allowing data subjects to exercise their rights under GDPR upon request
(k) They will assist you in meeting your GDPR obligations in relation to the security of processing and data protection impact assessments
(l) They will notify you within 1 working day of any personal data breaches
(m) They will delete or return all personal data to you at the end of the contract
(n) They will agree to audits and inspections as required, and will provide the customer with information they need to ensure both parties are meeting their GDPR obligations
11.4 hireful utilises a 3rd party, Cloudnaut Technologies LLP to assist with Software Development. To fulfil their responsibilities Cloudnaut Technologies LLP act as a sub-processor. hireful has reviewed their relationship with this key supplier, reduced their access to any data and implemented a model contract with standard contractual clauses as advised by the European Commission (Article 26(2)1) to ensure compliance with GDPR.
11.5 hireful warrants that it will:
(a) promptly carry out any request from the Customer to amend, transfer, delete or return the Customer Data;
(b) not disclose Customer Data to any third party other than at the Customer’s request, as set out in the Agreement, or as required by law;
(c) immediately notify the Customer in the event of a request for disclosure of Customer Data by a law enforcement authority or any communication from any supervisory or government body or any notice or request from an individual in relation to the Customer Data;
12.1 hireful warrants to the Customer that:
(a) hireful has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement; and
(b) hireful will comply with all applicable legal and regulatory requirements applying to the exercise of hireful’s rights and the fulfilment of hireful’s obligations under the Agreement.
12.2 hireful warrants to the Customer that:
(a) it has taken all commercially reasonable steps to ensure that the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(b) the Platform will incorporate security features reflecting the requirements of good industry practice and in all material respects comply with the technical infrastructure and hosting provision specifications set out at https://hireful.co.uk/services/applicant-tracking-system/faqs/.
12.3 hireful warrants to the Customer that the ATS, when used by the Customer in accordance with the Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
12.4 If hireful reasonably determines, or any third party alleges, that the use of the ATS by the Customer in accordance with the Agreement infringes any person’s Intellectual Property Rights, hireful may at its own cost and expense:
(a) modify the ATS in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the Customer the right to use the ATS in accordance with the Agreement; or
(c) if neither of the options set out in (a) or (b) are commercially or technically practicable, terminate the Agreement and refund the Customer all Charges previously paid in respect of the hireful ATS.
12.5 The Customer warrants to hireful that:
(a) it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement; and
12.6 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
13. Acknowledgements and warranty limitations
13.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of the Agreement, hireful gives no warranty or representation that the ATS will be wholly free from defects, errors and bugs.
13.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to clause 12.2(b) and the other provisions of the Agreement, hireful gives no warranty or representation that the ATS will be entirely secure.
13.3 Except to the extent expressly provided otherwise in the Agreement, hireful does not warrant or represent that the ATS or the use of the ATS by the Customer will be suitable for the Customer’s purposes, or will provide the Customer with any specific result, return on investment or other outcome.
14. Limitations and exclusions of liability
14.1 Nothing in the Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
14.2 The limitations and exclusions of liability set out in this clause 14 and elsewhere in the Agreement:
(a) are subject to clause 14.1; and
(b) govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.
14.3 hireful shall not be liable to the Customer in respect of:
(a) any losses arising out of a Force Majeure Event; or
(b) any loss of profits or anticipated savings; or
(c) any loss of revenue or income; or
(d) any loss of use or production; or
(e) any loss of business, contracts or opportunities; or
(f) any loss or corruption of any data, database or software.
14.4 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
14.5 With the exception of events relating to failure to protect the customer’s data and third party intellectual property (which are covered in 5.4), the liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the greater of an amount equal to five (5) times all sums paid or payable by the Customer to hireful under the Agreement.
15. Fair usage
15.1 Where hireful provides access to it’s video conferencing feature the customer will be allocated 100,000 minutes per annum. This equates to approximately, 833 x 1 hour interviews with two users (one candidate and one interviewer) or 555 x 1 hour interviews with three users (one candidate and two interviewers).
15.2 When a customer reaches 90% of this capacity they will be informed via email that they are close to breaching the fair usage limit of 100,000 minutes. If a customer exceeds this fair usage limit, they will charged at £200 (exc. VAT) for each additional 50,000 minutes they use within that given year.
16. Force Majeure Event
16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
16.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
16.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
17.1 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits any material breach of the Agreement which, in the case of a breach which is remediable, is not remedied within thirty (30) days of the date on which the other party is given written notice requiring the breach to be remedied.
17.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a) the other party is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement).
17.3 Within 30 days of termination of this agreement hireful will provide a .csv file containing the Customer’s candidate and job data for a one off data export for free.
18. Effects of termination
18.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): clauses 1, 9, 10, 12, 14, 18, 21, 22, 23, 24, 24.1, 25.2, 27 and 28.
18.2 The termination of the Agreement shall not affect the accrued rights of either party.
18.3 Within 30 days following the termination of the Agreement for any reason (and without prejudice to the parties’ other legal rights):
(a) the Customer must pay to hireful any Charges in respect of Services provided to the Customer before the termination of the Agreement; and
(b) unless the Agreement is terminated by hireful pursuant to clause 17.1 or clause 17.2, hireful must refund to the Customer any Charges paid by the Customer to hireful in respect of Services that were to be provided to the Customer after the termination of the Agreement.
19.1 Any notice from one party to the other party under the Agreement must be given by one of the following methods (using the relevant contact details set out in the Order Form and clause 19.2):
(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting;
provided that if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
19.2 hireful’s contact details for notices under this clause 19 are as follows:
Strixton Manor Business Centre
Northamptonshire NN29 7PA
Attn: Mr Adrian McDonagh
19.3 The addressee and contact details set out in the Order Form and clause 19.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this clause 19.
20.1 Subject to clause 11.4, hireful may subcontract any of its obligations under the Agreement, provided that hireful shall remain responsible to the Customer for the performance of any subcontracted obligations.
21.1 The Customer must not assign, transfer or otherwise deal with its contractual rights and/or obligations under the Agreement without the prior written consent of hireful, such consent not to be unreasonably withheld or delayed.
22. No waivers
22.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
22.2 No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any breach of that provision or any other provision of the Agreement.
23.1 If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
23.2 If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
24. Third party rights
24.1 The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.
25.1 The Agreement may not be varied except in accordance with this clause 25.
25.2 The Agreement may be varied by means of a written document signed by or on behalf of each party.
25.3 hireful may vary the Agreement by giving to the Customer at least 30 days’ written notice of the proposed variation, providing that if hireful gives to the Customer a notice under this clause 25.3, the Customer shall have the right to terminate the Agreement by giving written notice of termination to hireful at any time during the period of 14 days following receipt of hireful’s notice.
26.1 The Customer agrees that hireful shall be entitled to use the Customer’s name and logo for marketing and publicity purposes.
27. Entire agreement
27.1 The Agreement shall constitute the entire agreement between the parties in relation to its subject matter, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
27.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
27.3 The provisions of this clause 27 are subject to clause 14.1.
28. Law and jurisdiction
28.1 The Agreement shall be governed by and construed in accordance with English law.
28.2 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.
Schedule 1 – Data processing and security details
Processing of the Protected Data by the Supplier under the Relevant Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Schedule.
- Subject-matter of processing: The services purchased by the Customer under the Relevant Agreement, including the following:
- Duration of the processing: For the Duration of the Relevant Agreement
- Nature and purpose of the processing: Collection, storage and use of personal data for the purposes of providing the services under the Relevant Agreement.
- Type of Personal Data: May contain names and addresses and any other personal information in respect of the Customer’s candidates.
- Categories of Data Subjects: May contain names and addresses and any other personal information in respect of the Customer’s candidates.
- Specific processing instructions: Recruitment
- Sub-Processors: The supplier utilises a single sub-processor, Cloudnaut Technologies LLP who are based in Pune, India. The supplier has reviewed their relationship with this key supplier, reduced their access to data and implemented a new contract with Standard Contractual Terms to ensure compliance with GDPR.
The following technical and security measures have been implemented by the single sub-processor we use:
- Separation of Production / Development / Staging environments using different AWS (Amazon Web Services) accounts.
- Use AWS CloudTrail service to audit and monitor AWS usage.
- Data encryption when transmitting.
- Directory / Auth service to validate a user’s access to backend servers.
- Hardening of the Bastion / VPN servers to make sure they are never compromised.
- Obfuscation of sensitive data while being written to logs.
- Two-way encryption of all sensitive information at the point of contact.