terms all services.

hireful terms and conditions

1. Definitions and interpretation

1.1 In these Terms and Conditions and in each Contract, the following words have the following meanings:

“Business Days”

Mondays to Fridays, excluding English Bank and public holidays.

“Charges”

means:
(i)      for Recruitment Campaigns, Minimum Spends (as defined in Schedule 1);
(ii)    for ATS, ATS Charges (as defined in Schedule 2); and
(iii)   for hireful onboarding Services, hireful onboarding Charges (as defined in Schedule 3).

“Confidential Information”

means:
(i)      any information disclosed by either party to the other party (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, these Terms and Conditions and each Contract.

“Contract”

has the meaning given to it in clause 2.1.

“Customer Contact”

means the person identified as such in an Order.

“Customer Dependencies”

means:
(i)      for Recruitment Campaigns, the provision by the Customer of advert copy and responses to confirmation requests;
(ii)    for ATS, completion of ATS setup documents and the provision of information to enable hireful to setup the Customer’s ATS to the Customer’s specific requirements; and
(iii)   for hireful onboarding Services, the provision by the Customer of: templates for contracts of employment; offer letters; information to enable us to setup your onboarding module to your specific requirements.

“Customer Materials”

means all data and materials provided by the Customer to hireful in relation to the Services, including (without limitation) the Customer’s trade marks and logos.

“Data Processing Addendum”

means the data processing addendum set out in the Addendum to this MSA

“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).

“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).

“Order”

means an order submitted by the Customer via Better Proposals, Signwell or via email.

“Services”

means:
(i)      Recruitment Campaigns (as defined in Schedule 1);
(ii)    ATS (as defined in Schedule 2); and
(iii)   hireful onboarding Services (as defined in Schedule 3)
or, as the context requires, one or more of them.

“Terms and Conditions”

means these terms and conditions, including the Schedules and Addendum attached here to.

1.2 In these Terms and Conditions and each Contract (unless the context otherwise requires):

(a) a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns;
(b) reference to any gender includes all genders, and references to the singular includes the plural (and vice versa);
(c) references to any legislation shall be construed as references to legislation as from time to time amended, re enacted or consolidated;
(d) “including”, “includes” or “in particular” means including, includes or in particular without limitation;
(e) headings are for ease of reference only and shall not affect the construction or interpretation of these Terms and Conditions or a Contract; and
(f) a reference to “writing” or “written” includes e-mail.

2. Contracts

2.1
The Customer may from time to time submit an Order for the supply by hireful of the Services. If countersigned by hireful such Order shall become an unconditional, binding contract for such supply (a “Contract”).

2.2
Each Contract is deemed to incorporate all the terms of these Terms and Conditions.

2.3
In the event of any conflict, dispute or inconsistency arise between:

(a) any provision of these Terms and Conditions and any provision in a Contract, the relevant provision in the Contract prevails; or
(b) any provision set out in the main body of these Terms and Conditions and any provision in a Schedule, the provision in the Schedule prevails.

3. Services

3.1
hireful shall provide the Services in accordance with the terms of the Contract.

3.2
The Customer must:

(a) 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 Contract; and
(b) perform the Customer Dependencies.

3.3
If hireful considers that the Customer has caused or will cause hireful to be unable to perform its obligations on time (whether as a result of the Customer failing to perform the Customer Dependencies or otherwise), hireful shall be entitled to rely on this as relieving its performance under the Contract:

(a) to the extent that it restricts, delays or precludes such performance; and
(b) if hireful, promptly after becoming aware of the circumstances which have caused or may cause the actual or potential non-performance, has notified details to the Customer in writing.

4. Customer Materials

4.1
The Customer hereby grants to hireful a non-exclusive licence to copy, reproduce, store, transfer, adapt, publish and edit the Customer Materials to the extent reasonably required for the performance of hireful’s obligations and the exercise of hireful’s rights under a Contract, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers.

4.2
The Customer warrants to hireful that the Customer Materials will in all material respects be accurate, complete and not misleading, and that use of the Customer Materials by hireful in accordance with the terms of a Contract 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.

5. Warranties

5.1
Each party warrants to the other that:

(a) it has full capacity to enter into each Contract, and to perform its obligations under the Contract and these Terms and Conditions; and
(b) it shall comply with all Applicable Laws relating to anti-bribery and corruption, including the UK Bribery Act 2010.

5.2
Hireful warrants to the Customer that it shall provide the Services with such degree of care and skill as may reasonably be expected from a supplier of services which are equivalent to the Services.

5.3
All of the parties’ warranties and representations in respect of the subject matter of a Contract 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 Contract will be implied into the Contract or any related contract.

6. Charges and payment

6.1
Unless different invoicing terms are set out in the Contract, hireful shall issue invoices for the Charges to the Customer in accordance with the invoicing terms set out in the applicable Schedule.

6.2
Unless different payment terms are set out in the Contract, the Customer shall pay each correctly issued invoice by bank transfer within fourteen (14) days of receipt of hireful’s invoice.

6.3
If hireful is legally required to charge VAT or other sales tax on the Charges, the Customer shall pay such VAT or other sales tax in addition to the Charges.

6.4
If the Customer does not pay any amount properly due to hireful under a Contract, 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; or
(c)
without prejudice to hireful other rights but subject to giving the Customer not less than five (5) Business Days’ prior notice of its intention to do so, suspend or cancel the provision of any Services under any then-current Contracts with the Customer.

7. Liability

7.1
Nothing in these Terms and Conditions or a Contract 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.

7.2
The limitations and exclusions of liability set out in this clause 7 and elsewhere in these Terms and Conditions or in a Contract:
(a)
are subject to clause 7.1; and
(b)
govern all liabilities arising under these Terms and Conditions or a Contract, or relating to the subject matter of a Contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

7.3
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.

7.4
Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

7.5
The liability of each party to the other party under a Contract in respect of any event or series of related events shall not exceed:
(a)
in the case of:
(i)
loss or damage relating to, or a claim being made in relation to, a party’s Intellectual Property Rights; or
(ii)
a breach of the Data Processing Addendum,
£1,000,000; or

(b)
in all other cases, an amount equal to five (5) times the Charges paid or payable by the Customer during the 12-month period prior to the event (or first of a series of events) which gave rise to the liability.

8. Intellectual Property

8.1
Except as expressly set out in these Terms and Conditions, nothing in a Contract shall operate to assign or transfer any Intellectual Property Rights from either party to the other party.

9. Data Protection

9.1
Each party shall comply with its obligations under the Data Protection Addendum.

10. Confidentiality

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 a Contract;
(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 a Contract 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.

10.5
The provisions of this clause 10 shall continue in force for a period of five (5) years following the expiry or earlier termination of all Contracts entered into under these Terms and Conditions, at the end of which period they will cease to have effect.

11. Termination

11.1
The parties’ rights to terminate a Contract for cause as set out in this clause are in addition to those set out in the applicable Schedule and, if applicable, the Contract.

11.2
Either party may terminate a Contract immediately by giving written notice of termination to the other party if the other party commits any material breach of that Contract 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.

11.3
Either party may terminate all Contracts 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 Contract).

11.4
The termination of the Contract pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

12. Non-solicitation

12.1
Neither party shall, during the term of the Contract and for a period of one year after its expiry or termination for whatever reason, whether directly or indirectly and in any capacity whatsoever (whether on its own behalf or on behalf of any other person firm or company), solicit the services of or approach any employee of the other party with a view to recruiting that person for the purposes of employment. This restriction shall not apply if an employee responds to an advertisement for a job advert which is open to applications from the general public.

13. Notices

13.1
Any notice to be given in connection with a Contract or these Terms and Conditions shall be in writing, in English and shall either be delivered by hand or sent by first class post or email:
(a)
in the case of delivery by hand or by first class post, at its registered office or principal place of business; or
(b)
in the case of email, to the email addresses set out in the Contract,
or in each such case such other address as the recipient may notify to the sender for such purpose.

13.2
A communication sent according to this clause shall be deemed to have been received:

(a)
if delivered by hand, at the time of delivery;
(b)
if sent by pre-paid first class post, on the second day after posting; or
(c)
if sent by email or other electronic means, at the time of completion of transmission by the sender.

14. Force Majeure

14.1
Neither party shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including fires, strikes (of its own or other employees), insurrection or riots embargoes container shortages wrecks or delays in transportation inability to obtain supplies and raw materials requirements or regulations of any civil or military authority (an “Event of Force Majeure”).

14.2
Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

14.3
If a default due to an Event of Force Majeure shall continue for more than six (6) weeks then the party not in default shall be entitled to terminate the affected Contract. Neither party shall have any liability to the other in respect of the termination of the Contract as a result of an Event of Force Majeure.

15. Variation

15.1
A Contract may only be varied in accordance with this clause 15.

15.2
A Contract may be varied by means of a written document signed by or on behalf of each party.

15.3 hireful may vary a Contract by giving to the Customer at least 30 days’ written notice of the proposed variation. The Customer may terminate the Contract without penalty by giving written notice of termination to hireful at any time during the period of 14 days following receipt of hireful’s notice.  If the Customer elects not to terminate the Contract during such 14-day period, the Customer is deemed to have agree the variation.

16. General

16.1
Neither party shall assign or transfer or purport to assign or transfer a Contract, nor the benefit granted under it, to any other person without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed).

16.2
hireful is entitled to sub-contract any of its obligations under a Contract provided that hireful remains responsible to the Customer for the performance of any subcontracted obligations.

16.3
These Terms and Conditions or a Contract shall only be capable of being varied by a written instrument signed by a duly authorised representative of hireful and an authorised representative of the Customer.

16.4
Each Contract constitutes the entire agreement and understanding of the parties in relation to the Services that are the subject matter of such Contract, and supersedes
(i)
any previous agreement between, any prior verbal or written understandings, communications, and representations between the parties and
(ii)
any terms or conditions set out in any order forms, acknowledgement of order forms, invoices or other documents provided by either party. The parties acknowledge that nothing in this clause shall limit or exclude any right or liability of either party in respect of any fraudulent act, omission or representation.

16.5
These Terms and Conditions and each Contract are severable in that if any provision is determined to be illegal or unenforceable by any court of competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of these Terms and Conditions or the Contract.

16.6
The failure to exercise or delay in exercising a right or remedy provided by these Terms and Conditions, the Contract or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.

16.7
Nothing in these Terms and Conditions or in a Contract constitutes any relationship of employer and employee, principal and agent or partnership between the parties.

16.8
hireful may refer to the Customer as being a customer of hireful, and otherwise use the Customer’s name, on its website, in its advertising, written sales promotions, press releases, public announcements and other promotional, marketing or publicity material.

16.9
Each Contract is made solely and specifically between and for the benefit of the parties and is not intended to be for the benefit of, and shall not be enforceable by, any person who is not named as a party to it, and neither party may declare itself a trustee of the rights under it for the benefit of any third party.

16.10
Each Contract shall be governed by and construed in accordance with the laws of England. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England.

schedule 1

recruitment campaigns

1. Definitions

1.1
In addition to words and expressions defined in the main body of these Terms and Conditions, the following words and expressions shall have the following meanings:

“Advert”

means an advert published to job boards by hireful as part of a Recruitment Campaign.

“Advert Copy”

means the copy, logos and other visual branding for an Advert.

“Credit Value”

means the notional value of each Recruitment Campaign used for calculating the use of the Minimum Spend, as set out in a Contract.

“Customer Materials”

means all materials provided by the Customer to hireful in relation to the Recruitment Campaigns, including (without limitation) the Customer’s trade marks and logos.

“Customer Vacancy”

means a job vacancy for which the Customer requires hireful to provide a Recruitment Campaign.

“Job Board List”

the then current list of online recruitment websites used by hireful, as set out at here.

“Managed Campaign”

a recruitment campaign for a Customer Vacancy which comprises, in addition to the Standard Campaign services:
(i) undertaking online skills assessment of shortlisted applicants for such vacancy (where applicable);
(ii)  arranging interviews for selected applicants;
(iii) sending out interview reminders to applicants with interviews scheduled;
(iv) manual screening of up to 300 applicants from the advertising campaign, or up to 600 applicants if auto-reject questions are enabled on the application form.

“Minimum Spend”

has the meaning given to it in a Contract.

“Recruitment Campaign”

means:
(i) a Standard Campaign; or
(ii) a Managed Campaign.

“Specification”

means, in respect of each Recruitment Campaign:
(i) the period for which the Customer requires the Advert to be advertised;
(ii) the Customer’s telephone number and email address (to which CVs can be sent); and
(iii) the Job Boards on which the Advert will be posted.

“Standard Campaign”

means a four-week recruitment campaign in respect of a Customer Vacancy comprising the following services:
(i) posting of Advert on the job boards listed in the Specification;
(ii) additional advertising on specialist and regional recruitment websites, as listed on the Job Board List;
(iii) designing the Advert Copy and publishing adverts for the recruitment websites referred to in (i) – (ii);
(iv) dealing with pre-application candidate enquiries (calls and emails); and
(v) managing each application to ensure that application data is submitted via hireful’s Applicant Tracking System (ATS) in a format suitable for review by the Customer.

2. Term

2.1
hireful shall during the Term undertake Recruitment Campaigns in relation to the Customer’s Vacancies up to the value of the Minimum Spend (as determined using the Credit Values).

3. Recruitment Campaigns

3.1
Following receipt of a Specification from the Customer, hireful shall design and provide the Customer with an Advert Copy based on such Specification.

3.2
The Customer shall, within five (5) business days of receiving the Advert Copy, either:

(a)
confirm its Acceptance of the Advert Copy; or
(b)
notify hireful of any changes that the Customer wishes to make to the Advert Copy.

3.3
hireful will use all commercially reasonable endeavours to start each Recruitment Campaign within one (1) Business Day of the Customer’s Acceptance.

4. Cancellations and alterations of Adverts

4.1
The Customer may cancel an Advert at any time and for any reason, provided that if hireful receives the Customer’s written request to cancel the Advert after the Customer’s Acceptance of the Advert Copy, then hireful shall deduct the Credit Value of the relevant Recruitment Campaigns from the Minimum Spend.

4.2 If the Customer wishes to cancel or alter an Advert after it has been posted to the Job Boards, then hireful will use all commercially reasonable endeavours to remove the Advert from the Job Boards or make such alterations as promptly as practicable.

5. Customer’s acknowledgements

5.1
The Customer acknowledges and accepts that:

(a) hireful may from time to time be required to resize or otherwise reformat an Advert Copy in order for it to comply with the requirements of a Job Board, and agrees that hireful is not required to obtain the Customer’s approval for such resizing or reformatting;
(b) hireful may from time to time be prevented from including the Customer’s name in the Advert Copy (in which case hireful will replace the Customer’s name with a description of the Customer’s business), and agrees that hireful is not required to obtain the Customer’s approval for the removal of the Customer’s name;
(c) hireful may from time to time make changes to the original Advert Copy in order to optimise the Advert (to improve the performance of the Advert in search engines). Unless hireful considers that such changes materially alters the overall theme of the advert, hireful is not required to obtain the Customer’s approval for any such changes;
(d) hireful may from time to time make such changes to the Recruitment Campaigns which are necessary to comply with any applicable laws, or which do not materially affect the nature or effectiveness of the Recruitment Campaign, provided that hireful will notify the Customer of any such changes;
(e) hireful may from time to time make changes to the list of Job Boards, and agrees that it is the sole responsibility of the Customer to keep up to date by checking the list of Job Boards at https://recruitbetter.hireful.co.uk/hubfs/hireful%20job%20board%20listing.pdf
(f) although hireful will use commercially reasonable endeavours to post the Advert to the Job Boards listed in the Specification, hireful may from time to time substitute one or more such Job Boards with different Job Boards, whether for commercial, operational or other reasons;
(g) one or more of the Job Boards listed in the Specification may authorise third party advertisers (including without limitation, https://www.linkedin.com/jobs/ and https://uk.indeed.com/) to copy the Advert and advertise it on their job boards, without reference to hireful. If requested to do so by the Customer, hireful will ask a third party advertiser to remove the Advert from its job board, but the Customer acknowledges and accepts that hireful is unable
(i) to prevent the Job Boards from authorising the third party advertisers from copying and advertising the Advert, or
(ii) to require that third party advertisers will remove the Advert; and
(h) notwithstanding any assistance provided by hireful in connection with the posting of a Customer Vacancy on https://uk.indeed.com/, (i) it is the Customer’s sole decision whether it wants to post the Customer Vacancy on https://uk.indeed.com/, and (ii) if the Customer chooses to do so, the Customer contracts directly with [Indeed UK Operations Ltd] and is solely responsible for complying with any terms and conditions that Indeed requires the Customer to agree to.

6. Charges

6.1
hireful shall issue an invoice or invoices for the Minimum Spend in accordance with the invoicing terms set out in a Contract.

6.2 For the avoidance of doubt, the Customer is not entitled to a refund of any Minimum Spend that the Customer has not used prior to the end of the Term.

7. Warranties

7.1
hireful warrants to the Customer that each Advert will in all material respects comply with the Specification, and otherwise be decent, honest, truthful and not infringe the rights of any third party.

8. Intellectual Property

8.1
All Intellectual Property Rights in all Adverts, Advert Copies and other materials created or devised by hireful, solely or jointly with any person, in the course of providing the Recruitment Campaigns (but excluding, for the avoidance of doubt, any trademarks or logos of the Customer which may be incorporated into an Advert or an Advert Copy) shall vest or remain vested in hireful.

8.2 All Intellectual Property Rights in all Specifications shall vest or remain vested in the Customer.

9. Termination

9.1
If a Contract is terminated by hireful pursuant to clause 11.2 or clause 11.3 of the main body of these Terms and Conditions, the Customer must pay to hireful within 30 days after the termination of the Contract an amount equal to (i) the Minimum Spend less (ii) the total of all charges actually paid by the Customer during the Term.

schedule 2

ATS

1. Definitions

1.1
In addition to words and expressions defined in the main body of these Terms and Conditions, the following words and expressions shall have the following meanings:

“Affiliate”

means any entity which Controls, is Controlled by, or is under direct or indirect common Control with, the Customer from time to time, where “Control” means in relation to a person:
(i) the direct or indirect ownership of more than 50% of the voting capital or similar right of ownership of that person; or
(ii) the legal power to direct or cause the direction of the general management and policies of that person, whether through the ownership of voting capital, by contract or otherwise, and “Controls
and “Controlled” shall be construed accordingly.

“ATS”

means:
(i) the ATS Set-up; and
(ii) the ATS Services,
or, as the context requires, either of them.

“ATS charges”

means:
(i) ATS Set-up Charges; and
(ii) ATS Services Charges,
or, as the context requires, either of them.

“ATS Project Start Date”

means the date the technical team first makes contact with the Customer to discuss the ATS Set-up.

“ATS Services”

means, as specified in a Contract, the edition of hireful’s Applicant Tracking System (ATS) known as:
(i) Instant; or
(ii) Professional; or
(iii) Premium,in each case as further described at https://www.hireful.co.uk/pricing, as provided by hireful to the Customer on a hosted, software as a service (SaaS) basis, and including:
(A)  any updates, upgrades, new versions or releases that hireful may at its discretion from time to time available to the Customer; and
(B)  100,000 video conferencing minutes per year.

“ATS Services Term”

has the meaning given to it in a Contract.

“ATS Set-up”

means the set-up, implementation and, if applicable, configuration of the ATS Services, as further described in a Contract.

“ATS Start Date”

has the meaning given to it in a Contract.

“Customer Hiring Manager”

means an employee of the Customer who is authorised to access and use the ATS Services 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 Services, as specified in a Contract.

“Platform”

hireful’s proprietary web portal that may be accessed by the Customer to access and use the ATS Services.

“Recruiter User”

means an employee of the Customer who is authorised to access and use the ATS Services 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 Services, as specified in a Contract.

2. ATS Set-up

2.1
hireful shall provide the ATS Set-up, and use all commercially reasonable endeavours to ensure that the ATS Set-up are completed within 30 working days of the ATS Project Start Date.

2.2
If completion of the ATS Set-up is delayed by the Customer’s failure to comply with its obligations under clause 3.2 of the main body of the Terms and Conditions:
(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 ATS Charges, notwithstanding that the ATS is not available by the ATS Project Start Date.

2.3
Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that are generated by, or otherwise result from, the performance of the ATS Set-up shall be the exclusive property of hireful.

3. ATS Services

3.1
hireful shall provide to the Customer login details for the ATS Services prior to the ATS Project Start Date.

3.2
hireful hereby grants to the Customer a non-exclusive licence for the Customer and its Affiliates to access and use the ATS Services for the Customer’s and its Affiliates’ own business purposes during the ATS Services Term.

3.3
The licence granted by hireful to the Customer under paragraph 3.2 is subject to the following:

(a)
the Customer must ensure that:

(i)
the ATS Services are not used by more Customer Hiring Managers than the Customer Hiring Manager Limit;
(ii)
the ATS Service are not used by more Recruiter Users than the Recruiter User Limit; and
(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.

(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 Services 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 Services;

(d)
the Customer must not use, and must ensure that its Affiliates do not use, the ATS Services in any way that causes, or may cause, damage to the Platform or which impairs or may impair the availability or accessibility of the ATS Services;

(e)
the Customer must not use, and must ensure that its Affiliates do not use, the ATS Services:
(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;

(f)
the Customer ensuring that, when it or its Affiliates are accessing and using the ATS Services, each Recruiter User and each Customer Hiring Manager:
(i)
uses the then-current version of Firefox, Chrome or Microsoft Edge, with all updates installed;
(ii)
uses a computer with at least 4GB of RAM; and
(iii)
has an internet connection with upload and download speeds of at least 1 MBps; and

(g)
if the Customer or one of its Affiliates elects to use the ATS Services to post a job advert on https://uk.indeed.com/, the Customer acknowledges and accepts, and shall ensure that its Affiliate acknowledges and accepts, that
(i)
it is contracting directly with Indeed UK Operations Ltd (“Indeed”) and
(ii)
it is solely responsible for complying with the terms and conditions forming part of the contract between the Customer and Indeed.

3.4 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 ATS Services, either during or after the ATS Services Term.

4. ATS Charges

4.1
Unless different invoicing terms are set out in the Contract, hireful shall issue invoices to the Customer:
(a)
for the ATS Set-up Charges, on signature of the Contract; and
(b)
for the ATS Services Charges, annually in advance.

4.2
hireful may increase the ATS Services Charges by giving to the Customer at least sixty (60) days’ prior written notice.

4.3
Where the ATS Charges are included in a Customer’s payment for Recruitment Campaigns (whether pursuant to the same or a different Contract), the Customer acknowledges and agrees that, following completion of the Recruitment Campaigns and unless otherwise expressly agreed, hireful shall in respect of any subsequent period issue invoices for ATS Services Charges in accordance with hireful’s then-current price list.

4.4
A purchase by the Customer of an increase in the Customer Hiring Manager Limit or the Recruiter User Limit shall automatically operate as an amendment of the applicable Contract without the need for further formality.

5. Warranties

5.1 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://www.hireful.co.uk/legal/it-security.

5.2
hireful warrants to the Customer that the ATS Services, when used by the Customer in accordance with the Contract, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

5.3
If hireful reasonably determines, or any third party alleges, that the use of the ATS Services by the Customer in accordance with the Contract infringes any person’s Intellectual Property Rights, hireful may at its own cost and expense:
(a)
modify the ATS Services 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 Services in accordance with the Contract; or
(c)
if neither of the options set out in (a) or (b) are commercially or technically practicable, terminate the Contract and refund the Customer all ATS Charges previously paid in respect of the ATS Services.

6. Acknowledgements and warranty limitations

6.1
The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of the Contract, hireful gives no warranty or representation that the ATS Services will be wholly free from defects, errors and bugs.

6.2
The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to paragraph 5.1(b) and the other provisions of the Contract, hireful gives no warranty or representation that the ATS Services will be entirely secure.

6.3
The Customer acknowledges that it is solely responsible to ensure that the ATS Services meet the Customer’s specific requirements. Except to the extent expressly provided otherwise in these Terms and Conditions, hireful does not warrant or represent that the ATS Services or the use of the ATS Services 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.

7. Intellectual Property

7.1
All Intellectual Property Rights in all materials created or performed by hireful, solely or jointly with any person, in the course of providing the ATS (“Work“) shall vest or remain vested in hireful.

7.2
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 ATS Services Term.

7.3
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 paragraph 7.

8. Termination

8.1
If a Contract is terminated by hireful pursuant to clause 11.2 or clause 11.3 of the main body of these Terms and Conditions, the Customer must pay to hireful within 30 days after the termination of the Contract an amount equal to (i) the ATS Services Charges that would have been payable during the ATS Services Term less (ii) all ATS Services Charges actually paid by the Customer in respect of the ATS Services Term.

8.2
Within 30 days of termination of a Contract hireful will provide a .csv file containing the Customer’s candidate and job data for a one off data export for free.

appendix to schedule 2

SLA

1. Definitions

1.1 The following words and expressions shall, unless the context otherwise requires, have the following meanings when used in this SLA:

"Outage"

means any period during which the ATS Services are being non-responsive, other than where the non-responsiveness results from:

(i)  maintenance carried out by hireful outside Support Hours; or
(ii)  non-availability of the internet, non-availability of Amazon Web Services (AWS), 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 ATS; or
(iv) a Force Majeure Event.

“Service Availability”

has the meaning given to it in paragraph 2.3 below.

“Support Hours”

09:00 – 17:30 Monday to Thursday. 09:00 – 17:00 on Friday.

2. Service Levels

2.1
hireful will provide the Customer with support for the ATS Services between 09:00 and 17:00 on Business Days via the following contact methods:
Phone:  01933 667 164
Email:   support@hireful.co.uk

2.2 For the avoidance of doubt, hireful does not under any circumstances provide support or other assistance to candidates.

2.3
hireful will use all commercially reasonable endeavours to ensure that the service availability of the ATS Services (“Service Availability”) is at least 99.9%, as calculated using the following formula:[ (M – TO) / M ] * 100
where:
“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 the incident has been resolved (as evidenced by hireful’s system logs).

3. Service credits and termination for chronic service failure

3.1
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 monthly list price ATS Services Charges for the ATS Services; 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 the relevant Contract which is not remediable for the purpose of clause 11.2 of the main body of the Terms and Conditions.

3.2
The Customer acknowledges that paragraph 3.1 sets out the Customer’s sole and exclusive remedies in respect of any failure by hireful to ensure that the ATS Services achieve the relevant Service Availability target.

4. Maintenance

4.1
hireful shall use all commercially reasonable efforts to carry out scheduled or planned maintenance to the Platform outside Support Hours, 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 Services.

schedule 3

hireful onboarding

1. Definitions

1.1
In addition to words and expressions defined in the main body of these Terms and Conditions, the following words and expressions shall have the following meanings:

“Authorised User”

means those onboardees, employees, agents, customers and independent contractors of the Customer who are authorised by the Customer to use the hireful onboarding Services.

“Documentation”

means the document(s) made available by hireful which set(s) out a description of the hireful onboarding Services and user instructions for the hireful onboarding Services.

“Onboardee Credit”

means a licensed token used to access, process & complete the onboarding process. An Onboardee Credit is deemed used at the point an offer is generated by the HR Admin user.

“Operating Rules”

means the description of use of the system that affects the Customer’s access to or use of the hireful onboarding Services, as made available by hireful from time to time to the Customer.

“hireful onboarding Charges”

means the charges for the hireful onboarding Services set out in a Contract.

“hireful onboarding Services"

means the services and associated support services as further described at https://hireful.co.uk/services/applicant-tracking-system/onboarding as powered by Signifo Limited t/a Webonboarding and provided by hireful to the Customer on a hosted, software as a service (SaaS) basis, and including any updates, upgrades, new versions or releases that hireful may at its discretion from time to time make available to the Customer.

“hireful onboarding Software”

means the online software applications used to provide the hireful onboarding Services.

“hireful onboarding Term”

has the meaning given to it in a Contract.

2. hireful onboarding Services and Authorised Users

2.1
Subject to the Customer paying the hireful onboarding Charges, hireful:
(a)
shall provide the hireful onboarding Services and make available the Documentation to the Customer; and
(b)
grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the hireful onboarding Services and the Documentation during the hireful onboarding Term solely for the Customer’s internal business operations, on and subject to the terms of the Contract.

2.2
Subject to early termination of the Contract pursuant to clause 11.2 or clause 11.3 of the main body of these Terms and Conditions, Onboardee Credits are valid from the date they are invoiced until the expiry of the hireful onboarding Term. Onboardee credits are non-refundable.

2.3
hireful will, as part of the hireful onboarding Services and at no additional cost to the Customer, provide the Customer with the support services.

2.4
hireful may, but is not obliged to, provide enhanced support services or professional services. In relation to any services which hireful elects to provide pursuant to this paragraph 2.4, hireful:
(a)
shall do so only at the Customer’s specific written instruction and at the Customer’s sole responsibility;
(b)
reserves the right to charge the Customer its then current rates before undertaking such services;
(c)
shall not be liable for any loss arising from or otherwise in connection with such services, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise save where such loss arises as a direct result of the gross negligence of hireful.

2.5
hireful reserves the right to:
(a)
alter or modify the hireful onboarding Services from time to time, as it deems appropriate to enhance the functionality or performance of the hireful onboarding Services (even if the Customer has to use additional software or hardware to utilise the full functionality and usability of the hireful onboarding Services); and
(b)
modify or withdraw any part of the hireful onboarding Services supplied free of charge at any time without notice.

2.6 From time to time the Customer may purchase:
(a)
additional services from hireful; or
(b)
increase its number of Onboardee Credits,
in each case, hireful shall be entitled to increase the hireful onboarding Charges accordingly and the terms of the Contract shall apply to the provision and use of any additional services or the provision of hireful onboarding Services to the increased number of Authorised Users.

3. hireful’s Obligations

3.1
hireful undertakes that the hireful onboarding Services will be performed:
(a)
substantially in accordance with the Documentation; and
(b)
with reasonable skill and care.

3.2
The undertakings at paragraph 3.1 shall not apply to the extent of any non-conformance which is caused by use of the hireful onboarding Services contrary to hireful’s instructions, or modification or alteration of the hireful onboarding Services by any party other than hireful or hireful’s duly authorised contractors or agents. If the hireful onboarding Services do not conform with the foregoing undertaking, hireful shall, at its expense, use reasonable commercial endeavours to correct any such non-conformance within a reasonable time, or provide the Customer with an alternative means of accomplishing the desired performance. If correction or alternative provision is not possible, hireful shall reimburse the hireful onboarding Charges paid by the Customer in respect of the period of the non-conformance with the undertaking. Such correction, substitution or reimbursement constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in paragraph 3.1. Notwithstanding the foregoing, hireful:
(a)
does not warrant that the Customer’s use of the hireful onboarding Services will be uninterrupted or error-free; or that the hireful onboarding Services, Documentation and/or the information obtained by the Customer through the hireful onboarding Services will meet the Customer’s requirements; and
(b)
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the hireful onboarding Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.3 hireful warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.

3.4
Except as expressly stated in these Terms and Conditions or in the Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

4. Customer Obligations

4.1
The Customer shall:
(a)
co-operate with hireful in relation to the Contract;
(b)
comply with the Operating Rules and all applicable laws and regulations with respect to its activities under the Contract;
(c)
ensure that the Authorised Users use the hireful onboarding Services and Documentation in accordance with the terms and conditions of the Contract and shall be responsible for any Authorised User’s breach of the Contract;
(d)
use all reasonable endeavours to prevent any unauthorised access to, or use of, the hireful onboarding Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify hireful; and
(e) ensure that each Authorised User shall keep a secure password for their use of the hireful onboarding Services.

4.2
The Customer shall not (and shall procure that any affiliate shall not):
(a)
access, store, distribute or transmit any viruses, or any material (including Customer Materials) during the course of its use of the hireful onboarding Services that:
(i)
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ii)
facilitates illegal activity; or
(iii)
in a manner that is otherwise illegal or causes damage or injury to any person or property; or

(b)
access or use all or any part of the hireful onboarding Services and Documentation in order to build a product or service which competes with the hireful onboarding Services and/or the Documentation; or
(c)
license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the hireful onboarding Services and/or the Documentation available to any third party except the Customer and Authorised Users; or
(d)
obtain, or assist third parties in obtaining, access to the hireful onboarding Services and/or the Documentation, otherwise than in accordance with the Contract; or
(e)
except as may be allowed by any applicable law which is incapable of exclusion by contract between the parties and except to the extent expressly permitted under the Contract:
(i)
copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the hireful onboarding Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii)
reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the hireful onboarding Software.

4.3
In the event of a breach by the Customer of any of the provisions of this paragraph 4 or if hireful reasonably believes that the Customer is about to breach them, hireful reserves the right, without liability and without prejudice to its other rights, to disable the Customer’s access to all or part of the hireful onboarding Services.

5. Intellectual Property Rights

5.1
The Customer acknowledges and agrees that hireful and/or its licensors own all Intellectual Property Rights in the hireful onboarding Software, hireful onboarding Services and the Documentation. Except as expressly stated herein, the Contract does not grant the Customer any rights to, or in the Intellectual Property Rights in respect of the hireful onboarding Software, hireful onboarding Services or the Documentation.

5.2
hireful confirms that it has all the rights in relation to the hireful onboarding Software, hireful onboarding Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.

5.3
If the Customer shall in any way acquire any rights or title in the Intellectual Property Rights in the hireful onboarding Services and/or the Documentation, it shall forthwith take such steps as may be required by hireful to assign such rights and vest such title in hireful.

6. Customer Materials

6.1
The Customer acknowledges that:

(a)
it owns all right, title and interest in and to all of the Customer Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Materials and for the timeliness of the input of the Customer Materials;
(b)
hireful shall have no liability in respect of the quality of the Customer Materials. In the event of any loss or damage to Customer Materials, the Customer’s sole and exclusive remedy shall be for hireful to use reasonable commercial endeavours to restore the lost or damaged Customer Materials from the latest back-up of such Customer Materials. hireful shall not be responsible for any loss, destruction, alteration or disclosure of Customer Materials caused by any third party (except those third parties sub-contracted by hireful to perform services related to Customer Materials maintenance and back-up).

6.2
The Customer grants to hireful a non-exclusive, irrevocable, royalty free, assignable, sublicensable licence to use the Customer Materials for the purpose of hireful providing the hireful onboarding Services and otherwise discharging its obligations under the Contract.

7. hireful onboarding Charges

7.1
Unless different invoicing terms are set out in the Contract, hireful shall issue invoices to the Customer:

(a)
for the Implementation Fee, on signature of the Contract;
(b)
for the Maintenance Fee, annually in advance;
(c)
for the Onboardee Credit Annual Fee, annually in advance; and
(d)
for additional Onboardee Credits, on receipt of the Customer’s order.

8. Termination

8.1
If a Contract is terminated by hireful pursuant to clause 11.2 or clause 11.3 of the main body of these Terms and Conditions, the Customer must pay to hireful within 30 days after the termination of the Contract an amount equal to
(i)
the hireful onboarding Charges that would have been payable during the hireful onboarding Term less
(ii)
all hireful onboarding Charges actually paid by the Customer in respect of the hireful onboarding Term.

8.2
In the event of the termination of the reseller agreement between Signifo Limited t/a Webonboarding and hireful (for any reason whatsoever), hireful may terminate the Contract with immediate effect by giving written notice to the Customer. If hireful terminates the Contract under this paragraph, hireful will refund such proportion (if any) of the hireful onboarding Charges which relate to the period following termination, including any unused Onboardee Credits.

data processing addendum

1. Definitions

1.1
In addition to terms defined in the Terms and Conditions, the following terms when used in this Addendum shall have the meanings set out below:
(a)
“Applicable Laws” means any laws or regulations, regulatory policies, guidelines or industry codes (whether national or international) which apply to hireful (or any of its Sub-Processors) and/or the provision of or the subject matter of the Services in each case as in force from time to time;
(b)
“Customer Personal Data” means any Personal Data Processed by hireful on behalf of the Customer pursuant to or in connection with the Contract;
(c)
“Data Protection Laws” means:
(i)
the GDPR, the Data Protection Act 2018, the UK GDPR and the Electronic Communications (EC Directive) Regulations 2003; and
(ii)
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;
(d)
“GDPR” means EU General Data Protection Regulation 2016/679;
(e)
“hireful IT Security Policy” means hireful’s IT security policy, the current version of which may be accessed at https://hireful.co.uk/legal/it-security;
(f)
"International Data Transfer Agreement" means the standard data protection clauses issued by the Information Commissioner under section 119A(1) of the Data Protection Act 2018 which came into force on 21st March 2022;
(g) “Security Breach” means a confirmed or suspected accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Personal Data;
(h)
“Standard Contractual Clauses” means:
(i)
the contractual clauses for the transfer of personal data to processors established in third countries established pursuant to the EU Commission Decision 2010/87/EU of 5 February 2010 or
(ii)
such additional, supplementary or replacement contractual clauses for the transfer of personal data to processors in third countries, as may be adopted by the European Commission from time to time;
(i)
“Sub-processor” means any person appointed by or on behalf of hireful and that Processes the Customer Personal Data on behalf of the Customer in connection with the Contract; and
(i) “UK GDPR” means the UK GDPR as defined in the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019.

1.2
The terms, “Commission“, “Controller“, “Processor“, “Data Subject“, “Member State“, “Personal Data”, “Personal Data Breach” and “Processing” have the meanings given to them in the UK GDPR, and their cognate terms shall be construed accordingly.

2. Processing of the Customer Personal Data

2.1
This Addendum applies to the Processing of Personal Data by hireful in the course of providing the Services. For the purposes of the Services and this Addendum, the Customer is the Controller and hireful is the Processor.

2.2
hireful shall Process Personal Data as reasonably necessary for the provision of the Services under the Contract and in accordance with the Customer’s documented instructions which, unless expressly agreed otherwise, shall at all times be consistent and in accordance with the terms of the Contract. hireful may Process Personal Data otherwise than in accordance with the Customer’s instructions if required to do so by Applicable Laws.  In such case hireful shall inform the Customer of that legal requirement, unless prohibited from doing so by Applicable Laws.

2.3
The Customer is responsible for the lawfulness of the processing of Customer Personal Data in connection with the Services. The Customer shall
(i)
have provided, and will continue to provide all notices and have obtained, and will continue to obtain, all consents, permissions and rights necessary under Applicable Laws for hireful to lawfully process Customer Personal Data for the purposes contemplated by the Contract (including this Addendum);
(ii)
have complied with all Data Protection Laws applicable to the collection and provision of Customer Personal Data to hireful and its Sub-processors; and
(iii)
ensure its processing instructions comply with all Data Protection Laws.

3. Security

3.1
hireful shall implement and maintain appropriate technical and organisational measures to protect Customer Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such technical and organisational measures shall be at least equivalent to the technical and organisational measures set out in the hireful IT Security Policy.

3.2
The Customer agrees that, except as provided by this Addendum, it shall implement and maintain appropriate technical and organisational security measures designed to protect Customer Personal Data from Security Breaches and to preserve the security and confidentiality of Customer Personal Data while in the Customer’s dominion and control.

3.3
hireful shall provide such reasonable assistance as the Customer reasonably requires (taking into account the nature of processing and the information available to hireful) to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to data subjects.

4. hireful personnel

4.1
hireful shall take reasonable steps to
(i)
ensure the reliability of any personnel who may have access to the Customer Personal Data or to the locations at which the Customer Personal Data is processed, ensuring in each case that access is strictly limited to those individuals who need to access the relevant Customer Personal Data for the purposes of the Contract; and
(ii)
ensure that any personnel are informed of the confidential nature of the Customer Personal Data, and are under a contractual or statutory obligation of confidentiality.

5. Sub-processors

5.1
The Customer authorises hireful to appoint Sub-processors for the Processing of Customer Personal Data in accordance with this paragraph 5.

5.2
hireful shall enter into a written agreement with each Sub-processor imposing data protection terms that are no less protective than those set out in this Addendum. hireful shall be liable for the acts and omissions of any Sub-processor to the same extent as if the acts and omissions were performed by hireful.

5.3
The Customer authorises hireful to use those Sub-processors set out at https://hireful.co.uk/applicant-tracking-system-sub-processors/ (“Sub-processor List“). Subject to paragraph 5.4, hireful may from time to time engage additional or replacement Sub-processsors, provided that hireful updates the Sub-processor List and gives the Customer written notice of such update at least thirty (30) days prior to the engagement being effective.

5.4
If the Customer notifies hireful in writing of any reasonable grounds on which it objects to a Sub-processor that has been added to the Sub-processor List within fourteen (14) days after the date on which hireful gives notice to the Customer:
(a)
hireful shall work with Customer in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of the proposed Sub-processor; and
(b)
where such a change cannot be made and hireful chooses to retain the Sub-processor, hireful shall notify the Customer and the Customer may, within thirty (30) days of receipt of such notification, terminate the Services with immediate effect.

6. Data Subject Rights

6.1
The Customer acknowledges, as part of the Services, it is responsible for responding to any Data Subjects’ request under any Data Protection Laws relating to the Processing of Customer Personal Data (“Data Subject Request“). hireful shall:
(a)
to the extent permitted by Applicable Laws, promptly notify the Customer if it receives a Data Subject Request from a Data Subject; and
(b)
to the extent that the Customer is unable to independently access the relevant Customer Personal Data within the Services, hireful shall, taking into account the nature of the processing, provide reasonable cooperation to assist the Customer to respond to Data Subject Requests.

6.2
Unless prohibited by Applicable Laws or a legally-binding request of law enforcement, hireful shall promptly notify the Customer of any request by government agency or law enforcement authority for access to or seizure of Personal Data.

7. Personal Data Breach Notification.

7.1
hireful shall promptly notify the Customer if it becomes aware of a Personal Data Breach affecting the Customer Personal Data. hireful will provide the Customer with sufficient information to enable the Customer to meet any obligations to report or inform Data Subjects and/or the Information Commissioner of the Personal Data Breach.

7.2
hireful shall co-operate with the Customer and take such reasonable commercial steps as are directed by the Customer to assist in the investigation, mitigation and remediation of Personal Data Breaches.

7.3
hireful shall provide the Customer with such reasonable assistance as the Customer reasonably requires in relation to:
(i)
the notification of a Personal Data Breach to the Information Commissioner or
(ii)
the communication of a Personal Data Breach to a Data Subject.

8. Audit; return or deletion of Personal Data

8.1
hireful will provide the Customer with all the information reasonably necessary to demonstrate that hireful fulfils its obligations under this Addendum. Furthermore, hireful will, at the written request of the Customer, allow for and contribute to audits, including inspections by the Customer or an auditor that is authorised by the Customer.

8.2
On expiry or earlier termination of the Contract, hireful shall, at the Customer’s option, return or delete any Personal Data in hireful’s possession or control, and not retain any copies unless hireful is required to do so by Applicable Laws.

9. Details of Processing; DPIAs; transfers of Personal Data

9.1
hireful will Process the Customer Personal Data to provide the Services.

9.2
The subject-matter of the processing, the duration of the processing, the nature and purpose of the processing, the types of Personal Data and the categories of Data Subjects shall be as follows:

Subject-matter of processing:

The Services described in the Contract.

Duration of the processing:

From the commencement of the Services until the return or deletion of the personal data following (i) completion of the Services or (ii) if earlier, termination of the Contract.

Nature and purpose of the processing:

Collection, storage and use of personal data for the purposes of providing the Services.

Type of Personal Data:

Names, postal addresses, email addresses, phone number, other contact details, and other personal information relating to the Customer’s candidates and employees.

Categories of data subjects:

For Recruitment Campaigns, the Customer’s job candidates.
For ATS, the Customer’s job candidates and employees.
For hireful onboarding Services, the Customer’s employees.

9.3 The obligations and rights of the Customer in relation to the Processing of Personal Data shall be as set out in this Addendum, the Contract and in the Data Protection Laws.

9.4
hireful shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with the Information Commissioner or other competent data privacy authorities, which the Customer reasonably considers to be required by article 35 or article 36 of the UK GDPR (or equivalent provisions of any other Data Protection Laws), in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to, hireful.

9.5
Unless otherwise agreed, in order to provide the Services hireful and its Sub-processors will only access Personal Data from, and transfer Personal Data to
(i)
the United Kingdom
(ii)
countries or territories formally recognized by the United Kingdom as providing an adequate level of data protection (“Adequate Countries“) or
(iii)
other countries, provided that hireful uses a Valid Transfer Mechanism in accordance with paragraph 9.6 below.

9.6
hireful may use one or more of the transfer mechanisms listed below for any transfers of Personal Data under this Addendum from the United Kingdom to countries which do not ensure an adequate level of data protection (each known as a “third country“), to the extent such transfers are subject to Data Protection Laws:
(a)
an International Data Transfer Agreement; or
(b) until 21st September 2022, Standard Contractual Clauses (in respect of transfers of Personal Data until 21st March 2024); or
(c)
any additional or alternative mechanism for the transfer of Personal Data to a specific third country that is approved under Data Protection Laws after the date on which the Contract becomes effective.

10. General Terms

10.1
With regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and the Terms and Conditions and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.