VERTIFI LIMITED T/A RECRUITERBASE

Terms of Business

​Recruiterbase is the trading name of Vertifi Limited (The Provider) 

[Agency Name/Address/Registered no.] (The Client)

Recruiterbase is an online recruitment management platform providing a range of technical tools for the purpose of assisting recruiters to achieve their objectives.

​These Terms of Business explain The Providers obligations as a provider of the Recruitment Technology Platform and The Client’s obligations as a subscriber and user of The Recruitment Technology Platform. It is The Clients obligation to ensure that they have read, understood and agree to Terms of Business before proceeding. By registering to use the Recruitment Technology Platform, The client acknowledges that they have read, understood and accepted these Terms of Business and have the authority to act for any person or entity on behalf of whom The Client are using the Recruitment Technology Platform.

The Clients binding legal agreement to the Terms of Business is triggered by either their confirmed order by email or their confirmed acceptance via the electronic signature at the base of this page and payment in full of the Initial Payment. These Terms of Business apply to The Client from the time that Recruiterbase provides The Client with access to the Recruitment Technology Platform.

​These terms also set out the terms under which the Client can access and utilise the Recruiterbase technology Platform and how CV/Resume’s or other career data of individuals (Data Subjects) will be provided to The Provider by The Client for conversion into online career records (iProfiles) and how these are subsequently managed by The Provider and accessed by The Client. 

​DEFINITIONS

​The following words and expressions, shall unless the context otherwise requires, have the following meanings:

​"Act"    means the Data Protection Act 1998 as may be amended from time to time.

“Compatible Organisation”    means a business that has licensed the use of the Recruiterbase technology platform from The Provider.

“CV Profile”    means a CV which has been processed by The Provider, which is not an iProfile.

"Confirmation Date"   means the date that the Client confirms their agreement to these Terms of Business.

"Data Subject"    has the same meaning as set out within the definitions of the Act.

“Effective Date”    the date from which the Client is granted access to the Solutions"

"Implementation Fee”    Means, if applicable, the fee payable by The Client to The Provider for performing the implementation tasks, which includes but is not limited to – project management, systems configuration, data cleansing, data import, and communication with Data Subjects on behalf of The Client.

"Initial Invoice"   means the invoice sent to the Client by the Provider for the provision of the Solutions.

“Initial Term”    the length of the initial agreement before any extensions are agreed.

“Intellectual Property Rights”    means all patents, topography rights, design rights, trade marks, copyrights, rights in databases, sui generis rights, moral rights, trade secrets and other confidential information, know-how and all other intellectual property rights of a similar nature in any part of the world and all applications and rights to apply for the protection of any of the foregoing.

“iProcess”    means the outsourced CV processing service combining parsing technology with manual intervention to handle potential duplicates, errors, completing data items missed by automated parsing and tidying up any inaccurately parsed data items.
The manual intervention will be limited to the sections of the iProfile defined in the above table.

“iProfile”    means the online CV or career profile including, but not limited to, contact details, career information, experience, abilities and skills of the Data Subject.

“iProfile API”    means the secure data interface where Client’s iProfiles are made available for Client to collect over the internet via web services.

"iProfile Portal”    includes, but is not limited to, the website where the Data Subject stores and controls their iProfile and the email and other communications to Data Subjects to encourage the Data Subject to build, verify, add, update and use their iProfile.

“iProfile Recruiter Account”    means the online resourcing tool used by recruiters to source and manage their relationships with Data Subjects.

"Personal Data"    has the same meaning as set out within the definitions of the Act.

“Principle Purpose”    The collection of data for the specified, explicit and legitimate purpose of assisting the data subject in finding and securing employment and not further processed in a manner that is incompatible with those purposes; further processing for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes shall not be considered to be incompatible with the initial purposes.

“Schedule 1”    Schedule 1 contained herein which lists the specific commercial terms agreed to by the parties to this agreement.

“Services”    collective definition for Solutions and Service Desk.

“Service Desk”    means The Provider’s service to support The Solutions.

“Solutions”    collective definition for Recruiterbase CRM, ATS, Multiposter, Multisearch, CV Search, Auto CV update, CV parsing, Lead Generator and any other solutions defined in Supplemental Licence Agreements.

"Training Fee "    Means, if applicable, the fee payable by The Client to The Provider for performing training services for The Client. Which can include but is not limited to – preparing training materials, delivering classroom training, and delivering floor walking training.


TERMS

​1    GENERAL

​1.1    If any provision of this Agreement or any part of any such provision is held to be invalid or unenforceable, such provision or part (as the case may be) shall be ineffective only to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable or otherwise prejudicing or affecting the remainder of such provision or any other provision of this Agreement.

1.2    The Provider and The Client acknowledge and agree that this Agreement shall not establish or constitute any partnership or joint venture.

1.3    Software, Solutions and Support may be provided to The Client pursuant to and as described in a Schedule 1  as executed by both parties. Any Supplemental Licence Agreement shall incorporate this Agreement. Any conflict between this Agreement and any Supplemental Licence Agreement will be resolved in favour of the latter and any conflict between Supplemental Licence Agreements covering the same subject matter will be resolved in favour of the most recent.

​2    LICENCES AND PROVISION OF SERVICES

​2.1    The Provider grants The Client the right to access and use the Recruiterbase Recruitment Technology Platform via the Website, with the particular features and options available to The Client in The Clients chosen Subscription Plan. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

2.2    During the hours 0900 to 1700 (‘Normal Working Hours’) Mondays to Fridays inclusive and excluding UK Public and Bank holidays (‘Working Days’) The Provider will provide a User Support Service by telephone or email and use reasonable endeavours to correct or rectify errors or defects of The Solutions.

2.3    The Services provided by The Provider are intended for the use of The Client, other wholly owned subsidiaries whose principal business operations are recruitment and their respective licensed employees in accordance with Schedule 1. The Client warrants that it shall only use the Services for its own internal recruitment purposes and will not sublicense, distribute or otherwise make The Solutions available to any unrelated third party.

2.3.1    The Client shall:

2.3.1.1    provide The Provider with a copy of all CVs/Resumes that The Client wishes to convert into iProfiles in a format to be agreed between the two parties – such as on a removable media (such as USB stick or DVD or CD-Rom) or via a secure FTP site. In addition to the CVs/Resumes, it may be agreed between the two parties for The Client to also include structured candidate data (such as contact details) in a csv file with a link to the CV filename. For the avoidance of doubt, if data is to be extracted from the CRM database, it is The Client’s responsibility to work with the CRM provider to ensure the data is supplied in the format required by The Provider. The Provider reserves the right to refuse to convert any data on any grounds including but not limited to poor quality, risk of viruses or doubts about whether Client has sufficient legal rights over any of the data.

2.3.1.2    Ensure that all CVs received from any third party database, including but not limited to Job Board databases, are forwarded to the specific address provided for these by The Provider so that a CV Profile may be created or updated.

2.3.1.3    Have measures and policies in place to ensure that The Client minimises all non CV e-mail traffic including, but not limited to, spam and personal e-mails.

2.3.1.4    Ensure that volumes of CVs are forwarded to The Provider at as even the rate advised by the The Provider.

2.3.1.5    Log expeditiously all Incidents or Service Requests on The Provider’s Service Desk System together with, in the case of an incident confirmation, that The Client has ascertained that the Incident does not result from The Client’s infrastructure and that the Incident can be replicated.

2.3.1.6    Provide The Provider with access to appropriate Client technical resources that have the skills and abilities to resolve technical issues in relation to The Solutions.

2.3.1.7    Follow all The Provider’s reasonable support instructions.

2.4    The Provider shall set up The Solutions in accordance with the agreements reached with The Client as described in clause 2.4 above, provide The Solutions for testing and following acceptance monitor the performance of The Solutions in accordance with the then current product descriptions providing Service Desk support as and when necessary.

2.5     The Client agrees to add the following terms to their standard terms and conditions to which their Data Subjects agree when making a job application or supplying their CV to the Client.

“By providing your CV and/or applying for any job vacancy advertised by [us], you agree to your data being processed by iProfile, our authorised CV Data Management Partner, and to receive job alert emails / job related information”.

3    ACCESS OBLIGATIONS

3.1.1    The Client must ensure that all usernames and passwords required to access the Recruitment Technology Platform are kept secure and confidential. The Client must immediately notify Recruiterbase of any unauthorised use of The Clients passwords or any other breach of security, and The Client must take all other actions that Recruiterbase reasonably requires to maintain or enhance the security of Recruiterbase's computing systems and networks, and The Clients access to the Recruitment Technology Platform. The Client indemnify Recruiterbase against any claims, loss or damage of any kind relating to any breach, misuse or unauthorised use of your computer systems, security systems or passwords, or any unauthorised disclosure of data or Confidential Information occurring via any system controlled by The Client.
3.1.2    As a condition of these Terms, when accessing and using the Recruitment Technology Platform, The Client must not:


3.1.2.1    attempt to undermine the security or integrity of Recruiterbase's computing systems or networks or, where the Recruitment Technology Platform are hosted by a third party, that third party's computing systems and networks;
3.1.2.2    use, or misuse, the Recruitment Technology Platform in any way which may impair the functionality of the Recruitment Technology Platform or Website, or other systems used to deliver the Recruitment Technology Platforms or impair the ability of any other user to use the Recruitment Technology Platform or Website;
3.1.2.3    attempt to gain unauthorised access to any materials other than those to which The Client have been given express permission to access or to the computer system on which the Recruitment Technology Platform are hosted;
3.1.2.4    transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which The Client do not have the right to use); and
3.1.2.5    attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Recruitment Technology Platforms or to operate the Website except as is strictly necessary to use either of them for normal operation.

4    FEES, PAYMENT AND TAXES

​4.1    The Fees payable by The Client are set out on the table above. The Provider shall be entitled to submit invoices in accordance with this Agreement and invoices shall be due upon presentation. Licence fees will be invoiced thirty (30) days prior to the due date and The Client shall make payment within thirty (30) days of the invoice date. In any event The Client agrees to make payment to The Provider on or before the payment due date. Sums stated to be payable under this Agreement do not include any value added or any other tax which may from time to time be applicable in any relevant jurisdiction. In the event that any payments are not received within seven (7) days of the payment due date The Provider shall be entitled at its sole discretion to apply interest at the rate of four (4) percent above Barclays Bank Base Rate which shall accrue on a daily basis and/or suspend the provision of the services without additional notification.

4.2    The first License fee shall be invoiced on the Effective Date and due upon presentation. The first invoice will be calculated on a pro-rata basis to bring the invoicing cycle in line with a 1st of the month invoice cycle. Subsequent License Fees will be invoiced from the 1st of the month relative to the payment terms defined in the above table.

4.3    If during the term of this Agreement, Support Fees or any other fees become payable, then The Client agrees to make payment within 7 days of receipt of an invoice subject to clients prior agreement of a written proposal of works submitted by iProfile.

4.4    Notwithstanding any delay caused by The Provider, if The Client has not completed its obligations under clause 2.5 within four (4) weeks of the Agreement Date, The Client agrees that The Provider is entitled to commence invoicing the Monthly Licence Fee ( as defined in the table above ) from the beginning of the fifth week after the Agreement Date. 

4.5    CV Limit - The Provider applies a fair use approach to the manner in which excess CV’s are processed. If over a consecutive 3 month period, the monthly average number of CV’s processed is considered by The Provider to be excessive in relation to the average number of CV’s processed across the CV Exchange, The Provider reserves the right to apply monthly processing limit.

​5    INTELLECTUAL PROPERTY & DATA OWNERSHIP

​5.1    Each Party acknowledges and agrees that, except for the rights expressly provided for in this Agreement and to the extent so provided, neither Party shall acquire any rights, title or interest in or to any pre-existing Intellectual Property Rights of the other Party including without limitation any and all know-how and proprietary technology, copyright, patents, trademarks, tools, software, materials, documentation and methodologies.

5.2    All Intellectual Property Rights in The Solutions and Services are and shall continue to be vested in The Provider.

5.3    All documents, CVs and otherwise, passed to The Provider by The Client in connection with this Agreement remain the sole property of The Client and the iProfile shall remain the sole property of The Provider held on behalf of the Data Subject.

5.4    Intellectual Property Rights in the information in the CVs remain the property of the Data Subject. The Client obtains consent, as specified by current data protection legislation, from the Data Subject to use the Intellectual Property Rights in the information in the CVs supplied by that Data Subject to The Client and grants to The Provider a licence to use the Intellectual Property Rights for the purpose contemplated in this Agreement.

5.5    The Client acknowledges that each Data Subject is responsible for supplying their own personal information and details and that The Provider cannot therefore accept any responsibility for the content or accuracy of such information.

5.6    As an iProfile Compatible Organisation, The Client agrees to take all due care and attention to ensure that any amendments to a Data Subject’s iProfile are accurate and correct.

5.7    The Provider obtains consent from the Data Subject to use the Intellectual Property Rights in information in CVs and the iProfile supplied by that Data Subject and when that Data Subject agrees to The Provider storing an iProfile for that Data Subject.

5.8    The Provider grants to The Client a licence to use the Intellectual Property Rights in additional information in a Data Subject’s iProfile whether supplied by the Data Subject directly to The Provider or by another iProfile Compatible Organisation.

5.9    In circumstances where The Client does not have sufficient right to process and share a Data Subject’s Personal Data or CV information The Client agrees to make available as specified by The Provider all such data items necessary to enable The Provider to create a CV Profile for that Data Subject but will not make that CV Profile available to the Data Subject unless expressly authorised by the terms of this Agreement nor make that CV Profile available to any third party.

5.10    The Client shall be entitled to collect a copy of all iProfiles and CV Profiles held for The Client by The Provider which have been captured through The Client’s use of the iProfile system via the iProfile API. This right shall remain during any notice period given to The Provider to terminate this Agreement.

5.11    In the event that this Agreement is terminated:

5.11.1    any CV Profile held on behalf of The Client shall be destroyed by The Provider;
5.11.2    any iProfile held on behalf of The Client for any candidate that is not held by or registered with any other iProfile Compatible Organisation or Client shall be destroyed by The Provider; and
5.11.3    any other iProfile created will continue to be held by The Provider on behalf of the Data Subject as their online CV.

​6    CONFIDENTIALITY AND DATA PROCESSING

​6.1    The Client acknowledges and accepts that a copy of the processed CV data (the iProfiles) provided under 2.5.1 above, will be passed into the iProfile Exchange and may be accessed by other recruitment company clients of The Provider for the Principle Purpose.

6.2    Save as provided in Clause 4, each Party shall treat and keep confidential all proprietary and confidential information of the other Party supplied under this Agreement.

6.3    Each Party agrees to treat as confidential all information, which may at any time come into the possession of the other Party, and which relates to any actual or proposed business activities, financial affairs, solutions, developments, trade secrets, customers or suppliers or other information which may reasonably be regarded as confidential, obtained from or made available by one Party to the other, in whatever form whether paper, electronic or digital. Each Party undertakes not to use any confidential information of the other Party for any purpose outside the scope of its rights and obligations under this Agreement or to divulge such information to any other person except to its own employees, agents or sub-contractors, who need to know the same and only to the extent required in order to perform the obligations under this Agreement.

6.4    Confidential information for the purposes of this Clause shall not extend to information which is already public knowledge or becomes so at a future date (otherwise than as a result of breach of this Agreement).

6.5    Each Party warrants to the other that it complies and will comply with its obligations under the Data Protection Act 1998 (The Act) and each Party agrees to indemnify the other against any liabilities, claims or damages arising from any breach of the Act resulting from the proper performance of the Agreement.

6.6    The Provider shall take appropriate technical and organisational measures in order to secure the confidentiality of the Personal Data, to prevent unauthorised or unlawful use of Personal Data, and to protect against accidental or unlawful destruction, accident loss, alteration or unauthorised disclosure or access of Personal Data.

6.7    Licensee warrants that it’s Terms and Conditions provide suitable authority obtained within the requirements of The Act from each Data Subject to share their personal information with the The Provider for the Principle Purpose or:

6.8    Licensee agrees to amend its Terms and Condition to include the following:

6.8.1    [AGENCY NAME] is an Recruiterbase Compatible Organisation.
6.8.2    [AGENCY NAME] also collects candidate’s personal information for the purpose of creating an iProfile for the Candidate.
6.8.3    The candidate’s personal information may be disclosed to Recruiterbase for the purpose of creating an iProfile.
6.8.4    The candidate’s personal information contained in the iProfile may be shared with other entities within the iProfile group of companies and/or their affiliates providing the principle purpose which is defined as 'to seek employment on behalf of the data subject' is not altered.
6.8.5    The candidate consents to the use and disclosure of its personal information in this manner.

6.9    Having regard to the cost of implementing any technical and organisational measures and to technological development, The Provider shall implement measures to ensure a level of security appropriate to the harm that might result from unauthorised or unlawful processing or accident loss, destruction or damage to Personal Data, and to reflect the nature of the Personal Data to be protected.

6.10    Each Party acknowledges that the Personal Data is confidential in nature. Each Party shall, subject to the Agreement, unless otherwise directed by the other Party:

6.10.1    use the Personal Data in accordance with the instructions of The Provider, The Client or Data Subject as the case maybe as set out in this Agreement;

6.10.2    take reasonable steps to procure that each of its employees and/or agents and temporary contractors, engaged in processing the Personal Data will be informed of the confidential nature of the Personal Data; and take reasonable steps to ensure that it and any of its employees or agents does not publish, disclose or divulge Personal Data to any third party, except as anticipated in the Agreement and where the Data Subject is aware of such possible publication or disclosure and The Client or The Provider, as the case may be, has not agreed to the contrary.

6.10.3    The Provider may disclose Personal Data to those of its employees, agents and temporary contractors or professional advisors as it considers necessary for the administration of this Agreement.

​7    TRADEMARKS AND USE OF TRADE NAME

​7.1    The Client shall not obtain any rights in or to the logos trade names or trademarks of The Provider, “Recruiterbase”, “MyResourcer”, “The CV Exchange” and “iProfile”. In entering into this Agreement The Client acknowledges and agrees that such other names, logos, trade names or trademarks as are from time to time notified by The Provider to The Client are names logos trade names or trademarks of The Provider. However, The Client may use the logos trade names and trademarks of The Provider for the purpose of general marketing provided that The Client expressly states that it is a client of The Provider and/or is an iProfile Compatible Organisation.

7.2    The Provider shall not obtain any rights in or to the trade names or trademarks of The Client. However, The Provider may use the trade names and trademarks of The Client for the purpose of delivering the Services and any subsequently licensed Software or Solutions and for the purpose of general marketing, such disclosure of which may include The Clients trade names or trademarks.

​8    WARRANTIES

​8.1    The Provider warrants that:

8.1.1    it has the right, power and authority to enter into this Agreement;

8.1.2    the applications, technology and trademarks (including logos) which are the subject of this Agreement (excluding any content provided by The Client or any third party) are proprietary to The Provider (or The Provider’s third party licensors) and will use reasonable endeavours not to infringe any third party Intellectual Property Rights or patent and have permission to license any third party material;

8.1.3    shall process any data provided by The Client in accordance with this Agreement and The Client’s instructions, provided that the processing of such data does not infringe any person’s rights or any law or regulation;

8.1.4    it shall discharge its obligations in the development and provision of The Solutions with all reasonable skill and care using appropriately qualified and experienced personnel and in accordance with good industry practice; and

8.1.5    it shall have routine back ups of its systems and data for the purposes of disaster recovery and that it shall use all reasonable endeavours to ensure the continued provision of the service in the event of a disaster suffered by either Party.

8.2    The Client warrants that:

8.2.1    it has the right, power and authority to enter into this Agreement;

8.2.2    it shall use its reasonable endeavours in the execution, delivery and performance of its obligations under this Agreement and The Client’s use of the Services and any subsequently licensed Software or Solutions shall not violate any law or regulation or any order or decree of any governmental agency or any other agreement, arrangement or understanding to which The Client is a party;

8.2.3    it shall not violate any third party rights including, but not limited to, infringement or misappropriation of any copyright, database rights, patent, trademark, trade secret, music, image, or other proprietary right, false advertising, unfair competition, defamation, violation of any anti-discrimination law or regulation, or any other right of any other person or entity;

​9    LIABILITY

​9.1    Without prejudice to any other exclusion including Clause 8.6, limitation or specific obligation contained within this Agreement, neither Party has liability to the other in contract (save to the extent anticipated in this Agreement), tort (including negligence or breach of statutory duty) or otherwise for any indirect, special or consequential losses or exemplary damages or for any loss of profit, contract, revenue, turnover or bargain which arises in any way from use of the Services.

9.2    No provision of this Agreement shall exclude or limit the liability of either Party in respect of death or personal injury caused by negligence, and the provisions of this Agreement shall be read and construed and shall have effect subject to any limitations imposed by any applicable law.

9.3    The aggregate liability of either Party in respect of any loss or damage arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall not exceed £50,000 or 125% whichever is the greater of the sums payable hereunder by The Client to The Provider.

9.4    Neither The Provider nor any of The Provider's agents, employees and customers shall be liable for any liability, loss, cost, claim or damage arising out of or resulting from:

9.4.1    any product sold by The Client, its agents, employees or assigns;

9.4.2    the content and accuracy of The Client’s Data Subject information; or

9.4.3    The Client’s recommendation of (or failure to recommend) Data Subjects for employment.

9.5    The Provider does not have any responsibility for accuracy, correctness or validity of any of the information contained in iProfiles or CV Profiles nor the conduct, acts or omissions of any Data Subject nor does it have any responsibility to supervise the performance of any services provided by any Data Subject. It is The Client’s sole responsibility to ensure that the information relied upon is accurate and correct and be satisfied with the skills and experience of a Data Subject before recommending, commissioning or employing such Data Subject’s services.

9.6    Each Party shall indemnify the other Party and hold the other Party harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, that may be incurred by the other arising out of or related to the indemnifying Party’s breach of any of the warranties contained in Clause 7, subject to the limits of indemnity in Clause 8.3.

9.7    Neither Party has any right to an indemnity in respect of any breach of a Clause 7 warranty if it fails in any material respect:

9.7.1    to notify the indemnifying Party promptly of any third party claim of infringement as soon as reasonably practicable after the claiming Party (“the claimant”) becomes aware of the same, (stating in reasonable detail the nature of the claim and, if practicable, the amount claimed);
9.7.2    to give such information reasonably available to it and to assist the indemnifying Party if the latter wishes to dispute, resist, appeal, compromise, defend, remedy or mitigate a third party claim of infringement; and
9.7.3    if the indemnifying Party requests, to allow the indemnifying Party to have conduct of any proceedings in relation to a third party claim against the claimant provided that the claimant is not materially prejudiced thereby and the indemnifying Party pays to the claimant compensation for the loss or damage it has suffered as a result of the breach of a Clause 7 warranty.

​10    INSURANCE

​10.1    Notwithstanding any other provisions of this Agreement, each Party shall take out at its own cost and maintain in force, for as long as it has obligations under this Agreement, Employer’s Liability insurance in the sum of at least five million pounds sterling (£5m), Professional Indemnity insurance in the sum of at least one million pounds sterling (£1m) and Public and Product Liability insurance in the sum of at least two million pounds sterling (£2m) and insurance for all implied and statutory obligations under this Agreement in each year of this Agreement. Such insurance policies shall be taken out with reputable insurance companies, and if requested by the other Party, copies shall be submitted to the other Party for its inspection. 

10.2    Neither inspection nor receipt of copies of insurance policy documents shall be deemed to constitute acceptance of the terms of the policies, or waiver of liabilities under this Agreement.

​11    TERM OF AGREEMENT AND TERMINATION

​11.1    This Agreement shall have effect on the Confirmation Date. The Initial Term shall commence on the Effective Date and shall continue thereafter for the term specified on the Initial Invoice sent to the Client by the Provider unless terminated.

11.1.1    Either Party shall be entitled to terminate this Agreement at the end of the Initial Term by giving no less than 7 days written or email notice before the expiry of the Initial Term. If the Agreement s not terminated it will automatically renew for the same period and thereafter indefinitely until terminated by either party. 

11.1.2    Either Party shall be entitled to terminate this Agreement forthwith by written notice to the other Party if the other Party materially breaches this Agreement and which in the case of a breach capable of remedy shall not have been remedied within thirty (30) days of receipt of notice from the first Party specifying the breach and requiring the breach to be remedied. For the avoidance of doubt neither party shall spuriously exercise this right of termination.

11.1.3    Either Party shall be entitled to terminate this Agreement forthwith by the giving of written notice to the other Party if the other Party passes a resolution for winding up (otherwise than a voluntary winding up for the purposes of a bona fide amalgamation or reconstruction); or a court of competent jurisdiction shall make a winding-up order; or the Party concerned has an administration order made against it or shall call a meeting of its creditors; or shall have a receiver, administrative receiver or similar officer appointed in respect of all or any of its undertaking or assets; or shall make a proposal for a voluntary arrangement within Part I of the Insolvency Act 1986; or shall make a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors.

11.2    Any termination of the Agreement shall be without prejudice to all accrued rights or obligations of either Party to the other. For the avoidance of doubt, any provision of the Agreement which expressly or by implication is to continue beyond termination of the Agreement shall not be affected by termination and shall survive termination of this Agreement.

​12    HANDOVER CO-OPERATION ON TERMINATION

​12.1    Save for termination by The Provider under sub-clause 10.1.2 or 10.1.3, Client will be entitled to collect a copy of The Client’s iProfiles from the Recruiterbase API at no further cost to The Client.

12.2    In the event of a notice of termination being issued The Provider shall, during the notice period, continue to provide the Services outlined in this Agreement with professionalism and diligence.

​13    ESCALATION AND DISPUTE RESOLUTION

​13.1    Prior to escalating an issue all the facts shall be gathered and every effort shall be made to contact and resolve the outstanding issues with The Provider.

13.2    In the event that either The Client or The Provider are unable to resolve any service concerns the following escalation procedure may be instigated by either party.

13.3    The disaffected party shall be entitled to call in the first instance the Escalation Level 1 contact of the other party.  A failure by the level 1 contact to resolve the issue satisfactorily within a reasonable time shall enable the disaffected party to call the level 2 contact.

13.4    If at any time and for any reason a dispute or difference of any kind shall arise between the Parties out of or in connection with this Agreement, the Parties shall attempt in good faith to understand fully each Parties’ issues and where appropriate negotiate a settlement of the dispute. If the matter is not resolved by negotiation, either Party may refer the dispute to mediation in accordance with the procedure of the Centre of Dispute Resolution (CEDR). If the Parties fail to reach an agreement within the time set at the commencement of the mediation or in any event within six (6) weeks from the date of the reference of the dispute to mediation, the dispute may be referred by either Party to the Courts.

13.5    A Party to this Agreement claiming that the terms of this Agreement are not being met must give written notice to the other Party specifying the reasons why it believes the terms are not being fulfilled by the other party.

13.6    Nothing in this Agreement shall be taken as preventing, at any time while the dispute resolution procedures are in progress or before or after they are invoked, either Party instituting against the other proceedings before the courts to protect that Party’s Intellectual Property Rights, know-how, trade secrets, or confidential information or to preserve any legal right or remedy.

13.7    Notwithstanding the existence of a dispute and the operation of this Clause but subject to the provisions of Clause 3.1 each Party shall continue to perform its obligations under this Agreement.

​14    AMENDMENTS

​14.1    This Agreement shall not be varied or amended otherwise than by agreement of the Parties and the issue of an amendment signed on behalf of both Parties by their duly authorised representatives.

​15    ASSIGNMENT

​15.1    Neither Party may assign or otherwise transfer (or agree to do any similar act) any of its rights or obligations under this Agreement without the prior written consent of the other Party such consent not to be unreasonably withheld and/or delayed.

​16    GOVERNING LAW AND JURISDICTION

​16.1    This Agreement shall be governed by and construed in accordance with English law. Any dispute which may arise between the Parties concerning this Agreement shall be determined by the Courts of England, and the Parties submit to the non-exclusive jurisdiction of such Courts. 

​17    ENTIRE AGREEMENT

​17.1    The Agreement represents the entire agreement and understanding between The Provider and The Client with respect to the subject matter and supersedes any previous understandings or agreements. Nothing shall purport to exclude any liability for fraudulent misrepresentation.

17.2    Each Party acknowledges that it has not relied on or been induced to enter into this Agreement by a representation other than those expressly set out in this Agreement and the other documents referred to in this Agreement.

18.    ONLINE AND DISTANCE SELLING REGULATIONS

18.1    This agreement is subject to the terms and condidtions of Online And Distance Selling Regulations for the United Kingdon. In accordance with these terms, The Client acknowledges that following initial data access/download, the right to cancel within 14 days does not apply.   

​19.    COUNTERPARTS

​19.1    This Agreement may be executed in any number of counterparts , each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.

19.2    For the purposes of executing this Agreement electronic signatures received via email or PDF format will be binding.