IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE CONTINUING TO USE THE SEEMEHIRED PLATFORM
These terms and conditions create a legal agreement between you (you) and us.
We are SEEME HIRED LTD, a private limited company registered in Northern Ireland with registered number NI642569.
BY CLICKING “ACCEPT”, AND/OR BY SUBSEQUENTLY USING THE SEEMEEHIRED PLATFORM ARE CONFIRMING THAT YOU AGREE TO THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK “ACCEPT”.
1. DEFINITIONS
1.1. In this Agreement, the following terms shall have the following meanings:
Agreement means - these terms and conditions, and any schedule or annex hereto.
Agreement Date means the date upon which you accept the terms of this Agreement.
Authorised User(s) means the named user(s) authorised by you to use the SeeMeHired Platform.
Business Day means 9.00am to 5.00pm, Monday to Friday, excluding bank and public holidays in Belfast.
Candidate means a person using the SeeMeHired Platform to find employment.
Client Account means the account we set up to enable you and your Authorised Users to access the SeeMeHired Platform.
Confidential Information means any and all information which is disclosed by one party to the other, whether before or after the Agreement Date and which is provided, either directly or indirectly, in writing, orally or by inspection, and shall include information relation to the business of the other party, including customer lists, pricing, methodology, software, trade secrets, know how, and being any and all information which is specified as confidential or which a reasonably prudent person should know is expected to be treated as confidential. For the avoidance of doubt, our Confidential Information shall include any prices we quote to you, the functioning of and any source code in the SeeMeHired Platform.
Controller has the meaning given to it in the Data Protection Legislation.
Data Subject means any individual who can be identified from the Managed Data and/or Candidate Data (as those terms are defined in the data processing schedule).
Data Protection Legislation means the Data Protection Act 2018, the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (the Data Protection Regulations), the General Data Protection Regulation (EU) 2016/679 (as applicable) (the GDPR), the UK GDPR (as defined in the Data Protection Regulations) and any other applicable laws relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or a relevant central government body in relation to such laws.
data processing schedule means the terms of the schedule to these General Terms.
Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet.
Intellectual Property Rights or IPR means intellectual property rights, including patents, rights to inventions, copyright and related rights, trade-marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, design rights, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Proposal means the document signed by the parties and forming the first page of this document.
parties means us and you, and each one a party.
Personal Data shall have the meaning given to it in the Data Protection Legislation.
Posted Job means a notice of a job description or title designed to attract applications from Candidates in relation to a “live” job vacancy that you wish to fill.
Privacy Notice means our privacy notice available on our Site (as amended from time to time).
Processor has the meaning given to it in the Data Protection Legislation.
Relief Event means any breach of our Agreement by you or any event of Force Majeure.
Site means www.seemehired.com.
Subscription Period means the period stated in the Proposal, commencing on the Agreement Date.
SeeMeHired IP means all IPR owned by us in the SeeMeHired Platform.
SeeMeHired Platform means the online candidate attraction and management platform located at the Site.
Subscription Fees means the fee stated in the Proposal.
User Content means any information, data, material and/or content (including without limitation text, logos, photographs, images, audio material, video material and audio-visual material) uploaded on to the SeeMeHired Platform by you or an Authorised User.
1.2. In this Agreement, unless expressly provided to the contrary, any references to clauses are references of the clauses in the General Terms; words in the singular include the plural and in the plural include the singular; a reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it; and references to including and include(s) shall be deemed to mean respectively, including without limitation and include(s) without limitation.
2. OBLIGATIONS
2.1. In consideration for the payment of the Subscription Fees by you, we shall:
2.1.1. provide you with access to the SeeMeHired Platform, in accordance with this Agreement;
2.1.2. provide the SeeMeHired Platform with all reasonable care, skill and ability; and
2.1.3. comply with all applicable laws in the provision of the SeeMeHired Platform.
2.2. You will:
2.2.1. at all times comply with all applicable laws relating to the use of or access to the SeeMeHired Platform, including laws relating to privacy, data protection and use of systems and communications;
2.2.2. provide us and our personnel with access to such Client Materials as may be reasonably required in order for us to provide you with access to the SeeMeHired Platform; and
2.2.3. provide us with prompt, accurate and up-to-date information as we may reasonably require in order to provide access to the SeeMeHired Platform.
2.3. You acknowledge that:
2.3.1. the SeeMeHired Platform does not include (a) any services, systems or equipment required to access the internet (and that you are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by you in connection with use of the SeeMeHired Platform); (b) dedicated data back up or disaster recovery facilities (and you should ensure that you at all times maintain backups of all User Content).
2.3.2. we cannot guarantee that an Posted Job will result in a suitable Candidate being found;
2.3.3. as between you and us, you are solely responsible for selecting Candidates, for taking up references and for verifying that the Candidate holds the qualifications claimed and is legally entitled to work in the relevant location;
2.3.4. we do not verify the information provided by Candidates at any stage and we are not responsible for inaccurate or misleading information provided by Candidates;
2.3.5. to fully optimise and benefit from using the SeeMeHired Platform it is vital you post all job vacancies via the SeeMeHired job posting facility and instruct all applicants to register and only apply through the SeeMeHired Platform regardless of how they find or where they see your vacancy. The SeeMeHired job posting facility offers you the option to widely advertise your vacancies on multiple job boards across the globe and then diverts any applicants back to your SeeMeHired job page to register and apply through the SeeMeHired Platform. Your use of third party job boards is at your own risk. We accept no liability for any loss you incur which arises from your use of third party job boards;
2.3.6. whilst we will match Candidates’ profiles to your Posted Job and score them using our unique matching technologies and tools, these matches are only intended to assist you, and you must rely on your judgement in selecting Candidates. The ranking of any Candidate, and the ultimate decision to or not to select them is your sole decision, and we play no part in it; and
2.3.7. we are not offering the SeeMeHired Platform as an employment agency, and we do not supply Candidates to you. We simply provide the SeeMeHired Platform to allow you to manage your candidate and management processes.
2.4. If you are an employment agency, you must not use the SeeMeHired Platform without our prior written consent.
2.5. You agree to assume responsibility at your expense for the conduct of any dispute between you and a Candidate.
2.6. Each of you and us undertakes to comply with the terms of the data processing schedule.
2.7. When you accept the terms of this Agreement, you are doing so on behalf of your employer organisation (Employer). Your Employer is therefore included in, and bound by, all references to you in this Agreement. You warrant and represent to us that you have the legal power and authority to enter into and bind your Employer to the terms and conditions contained in this Agreement.
2.8. In your use of the SeeMeHired Platform, you may be offered access to facilities provided by third party job aggregator services providers. Should you choose to engage any such facilities, you agree that such engagement shall not form any part of this Agreement, we shall have no obligation and/or liability to you in relation to any such engagement, and that such engagement may result in separate fees being payable by you to the relevant service provider.
2.9. If you wish to use a third party to manage your use of the SeeMeHired Platform, you must seek our prior written consent to do so. Such third party must sign a separate agreement with us accepting similar terms of use. Please refer such third party to us directly in order to facilitate this process. A third party is not permitted to use the SeeMeHired Platform on your behalf until we have consented and they have signed a separate agreement with us.
3. SEEMEHIRED PLATFORM RIGHTS AND SCOPE OF USE
3.1. Subject to the terms this Agreement, we hereby grant you a non-exclusive, non-assignable, non-transferable, non-sub licensable licence to use the SeeMeHired Platform during the Subscription Period. Nothing in this Agreement shall confer on you (or anyone else) any right, title or interest in the SeeMeHired Platform other than the rights of use specifically set out herein.
3.3. You are not permitted to authorise any individual or entity other than Authorised Users to access the SeeMeHired Platform. You agree that:
3.3.1. you shall be liable to us for the acts and/or omissions of any Authorised Users which, if carried out by you, would amount to a breach of this Agreement; and
3.3.2. you will use all reasonable endeavours to procure that each Authorised User is aware of and complies with the terms of this Agreement.
3.4. In respect of your use of the SeeMeHired Platform, you agree that you shall not (and you will procure that your Authorised Users shall not):
3.4.1. take any action that imposes, or is likely to impose, an unreasonable or disproportionately large load on our infrastructure;
3.4.2. copy, duplicate, reproduce, rent, lease, operate as a service bureau, transfer, redistribute, sub-licence, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display, all or any part of the SeeMeHired Platform without our prior written consent;
3.4.3. interfere or attempt to interfere with the proper working of the SeeMeHired Platform or any activities conducted via the SeeMeHired Platform;
3.4.4. bypass any measures we may use to prevent or restrict access to the SeeMeHired Platform;
3.4.5. attempt to reverse engineer, decompile or otherwise seek to obtain access to the source code in the SeeMeHired Platform;
3.4.6. replicate (exactly or substantively) the look and feel of the SeeMeHired Platform and/or the Site including its user interfaces and/or processes; and/or
3.4.7. engage in any activity that interferes with or disrupts the SeeMeHired Platform, or the servers and networks which are connected to the SeeMeHired Platform.
3.5. You and your Authorised Users must not in any circumstances use, nor allow anyone else to use, any automated software, process, programme, robot, web crawler, spider, data mining, trawling or other ‘screen scraping’ software (whether or not the resulting information is being used for your internal purposes) in respect of the SeeMeHired Platform, or disclose any passwords to access the SeeMeHired Platform to anyone else for the purposes of using any such technology.
3.6. It is your responsibility to ensure that any passwords and/or login details associated with your Client Account and/or use of the SeeMeHired Platform (whether relating to you or any Authorised User) are kept confidential at all times. As such, you acknowledge and agree that you will be responsible for any activities carried out using your Client Account and/or your login details. If you know or suspect that someone else knows your password or has accessed your Client Account without authorisation you agree to notify us by contacting us in writing immediately.
3.7. You acknowledge and agree that we may monitor your (and/or any Authorised User’s) use of the SeeMeHired Platform and all activities under your Client Account. Where, in our sole opinion, we suspect a material breach of this clause 3 has occurred, we reserve the right to immediately suspend or terminate your account.
3.8. You agree that we may collect and use for our own business purposes aggregate usage data relating to how users access and use the SeeMeHired Platform, provided that any such data does not include Personal Data.
3.9. The SeeMeHired Platform allows you to communicate with Candidates in various ways. Whenever this happens, you:
3.9.1. are responsible for the content of all communications (even if we have had the opportunity to review or challenge that content);
3.9.2. must ensure that communications are courteous and respectful; and
3.9.3. must comply with all applicable laws (including employment legislation and Data Protection Legislation) and act in accordance with good practice.
3.11. We grant you a non-exclusive, limited, revocable licence to use the SeeMeHired logo and ‘SeeMeHired’ trade mark solely for the purpose of promoting a Posted Job on the SeeMeHired Platform and to host a link from the vacancies page of your website to our Site solely for the purpose of linking your website to our Site during the Subscription Period only.
4. USER CONTENT
4.1. We acknowledge that you own the User Content, and that nothing in this Agreement shall confer on us any right, title or interest other than to use the same for the purposes of providing you with access to the SeeMeHired Platform and complying with both our legal obligations and with our rights hereunder. You grant us (and our employees, agents and sub-contractors) a world-wide, royalty-free, non-exclusive, sub-licensable and transferable licence to use the User Content solely for such purpose.
4.2. You acknowledge and agree that you may not upload on to the SeeMeHired Platform (or authorise or allow anyone else to upload) any content which:
4.2.1. is misleading, harmful, threatening, abusive, harassing, defamatory, offensive, violent, obscene, pornographic, vulgar, libellous, racially, ethnically, religiously or otherwise objectionable;
4.2.2. constitutes unauthorised disclosure of personal or confidential information;
4.2.3. violates the rights of any party (including but not limited to any patent, trade mark, trade secret, publicity right, privacy right, copyright or other IPR) or otherwise create liability or violate any local, state, national or international law;
4.2.4. contains viruses, trojans, worms, corrupted files or code, files and programs designed to impede or destroy the functionality of any computer SeeMeHired Platform or hardware; spyware and malware designed for phishing and with a view to compromise the data security and integrity, and obtain sensitive personal or financial information; and/or
4.2.5. constitutes or encourages a criminal offence.
4.3. By uploading any User Content to the SeeMeHired Platform (or enabling an Authorised User to do the same), you represent and warrant to us that:
4.3.1. you have the rights, power and authority necessary to grant the licence at clause 4.1;
4.3.2. you have the lawful right to upload, reproduce, distribute and store the User Content;
4.3.3. the uploading, reproduction and/or distribution of the User Content will not constitute or encourage a criminal offence or violate the rights of any party or otherwise create liability or violate any relevant local, national or international law; and
4.3.4. the User Content complies with the restrictions set out in clause 4.2.
4.4. While we provide the SeeMeHired Platform, we are not responsible for any content uploaded by you or an Authorised User or by any Candidate on to the SeeMeHired Platform. As such, you acknowledge and agree that:
4.4.1. we have no duty to moderate any content accessible via the SeeMeHired Platform and that you are solely responsible for any User Content;
4.4.2. any use by you of or reliance upon any content accessible via the SeeMeHired Platform is at your sole risk. We do not endorse any information which may be accessible via the SeeMeHired Platform;
4.4.3. we reserve the right to remove or edit any content, and at our sole discretion, if we determine that it is not in compliance with these General Terms or is notified to us as objectionable by a third party, and to provide your IP address and other identifying information to law enforcement authorities, where appropriate; and
4.4.4. where you ask us, or where we reasonably deem it necessary for the continued operation of the SeeMeHired Platform, and/or the security of you and/or any other user of the SeeMeHired Platform, we may access your User Content (including your profile and/or any Posted Job) and make such changes as are required by you and/or deemed necessary by us (acting reasonably and in good faith).
4.5. While we will retain your User Content in accordance with this Agreement, you acknowledge and agree that, the SeeMeHired Platform is not intended to act as a back-up service. As such, save as provided herein, we exclude liability for any loss of data or error. You are responsible for backing up your User Content regularly to prevent any loss of information.
4.6. You are responsible for any Posted Job posted by you or an Authorised User onto the SeeMeHired Platform. You undertake to ensure that the content of any Posted Job is a true and accurate reflection of a genuine job vacancy which you are seeking to fill.
5. SUBSCRIPTION FEES & PAYMENT TERMS
5.1. The Proposal will identify the basis on which you agree to pay the Subscription Fees. This will be one of the three following bases:
5.1.1. an annual fee paid in one annual payment in advance (Annual basis);
5.1.2. an alternative annual fee paid in equal payments monthly in advance (Annual Pay Monthly basis); or
5.1.3. an alternative monthly fee paid monthly in advance (Monthly basis).
5.2. Should you wish to change the basis upon which you pay the Subscription Fees, please feel free to contact us and we will be delighted to discuss the change with you.
5.3. You undertake to pay the Subscription Fees in accordance with the basis described in clause 5.1 and as identified in your Proposal.
5.4. You accept and acknowledge that, where you pay the Subscription Fees on either an Annual or an Annual Pay Monthly basis, this is a minimum term contract. Therefore, where termination of this Agreement occurs during a Subscription Period or Renewal Period:
5.4.1. if you pay on an Annual Basis no refund for the Subscription Fees paid by you for that period will be made; and
5.4.2. If you pay on an Annual Pay Monthly basis, you will continue to pay the Subscription Fees to us each month for the remainder of the Subscription Period or the Renewal Period, (as applicable). If you fail to make any such payment, all Subscription Fees payments still due to be made during the Subscription Period or Renewal Period (as applicable) will become immediately due, and you undertake to pay the same to us promptly upon our demand.
5.5. We reserve the right to increase the Subscription Fees provided that we give you at least three months’ written notice of each increase. Continued use by you of the SeeMeHired Platform after the end of the three month notice period will be deemed acceptance of the notified fee increase.
5.6. All Subscription Fees are payable by you without any deduction, whether by way of set-off, counterclaim, discount, abatement or otherwise.
5.7. Unless otherwise expressly stated to the contrary, any Subscription Fees given or quoted will be exclusive of VAT, which shall be payable by you.
5.8. If any sum payable under this Agreement is not paid within 30 days of the date due we reserve the right to: (a) charge interest from the date due for payment to the actual date of payment at the rate of 8% above the base rate of Danske Bank from time to time in force; and/or (b) suspend all further access to the SeeMeHired Platform until payment has been made in full.
5.9. You agree that we may charge to your credit card or other payment mechanism selected by you all amounts due and owing by way of Subscription Fees. If we are unable to collect the fees owed by you through your selected payment mechanism, we reserve the right to take any other steps necessary to collect such fees. You undertake to, and warrant that you will, repay us promptly on demand any and all costs actually, reasonably and directly incurred by us in the process of such collection (including collection fees, court costs and legal fees).
6. INDEMNITY
6.1. You undertake to indemnify us and keep us indemnified against any and all claims, damages, losses and/or expenses (including reasonable legal expenses) (Losses) directly incurred by us in relation to an Posted Job and/or any User Content posted by you or an Authorised User on the SeeMeHired Platform, and/or all Losses directly incurred by us as a result of any communication and/or interaction between you and/or any Authorised User on the one hand, and a Candidate on the other.
6.2. Each of you and we undertake to indemnify and keep indemnified the other party against any and all Losses incurred by the indemnified party as a result of any claim that (where you are the indemnified party) your use of the SeeMeHired IPR, or (where we are the indemnified party) our use of the User Content, infringes the Intellectual Property Rights and/or proprietary rights of any third party.
6.3. The indemnity given by us at clause 6.2 shall not apply where the claim in question is attributable to use of the SeeMeHired IPR (or any part thereof) by you other than in accordance with the terms of this Agreement, and/or in compliance with your specifications or instructions.
6.4. Indemnification in accordance with this clause 6 is conditional upon:
6.4.1. the indemnified party notifying the indemnifying party in writing, as soon as reasonably practicable, of any infringement claim;
6.4.2.
the
indemnified party not making any admission as to liability or compromise or
agreeing to any settlement of any infringement claim without the indemnifying
party’s prior written consent (not to be unreasonably withheld);
6.4.3. the indemnifying party having, at its own expense, the conduct of or the right to settle all negotiations and litigation arising from any infringement claim;
6.4.4. the indemnified party providing the indemnifying party with all reasonable assistance in connection with any such claim and such litigation at the indemnifying party’s request and expense; and
6.4.5. the indemnified party’s taking all reasonable steps to mitigate any damages or losses which may be suffered by you.
7. WARRANTIES
7.1. We warrant and represent to you that: (a) we have full capacity and authority and all necessary consents to enter into and to perform this Agreement and that the Agreement is executed by a duly authorised signatory of our company; and (b) we will use reasonable skill and care in supplying the SeeMeHired Platform.
7.2. You (or where applicable, the party signing on your behalf of you) warrant and represent to us that: (a) you have full capacity and authority and all necessary consents to enter into and to perform this Agreement and that the Agreement is executed by a duly authorised signatory of your company with the authority to legally bind you.
7.3. Except as expressly set forth in this Agreement, all warranties, terms and conditions, whether oral or written, express or implied by statute, common law, or otherwise, including but not limited to any warranties, terms and conditions of fitness for purpose, description or quality, are to the fullest extent permitted by law hereby excluded. No advice or information, whether oral or written, obtained by you from us or any of our affiliates, officials, employees, or personnel, or through or from the SeeMeHired Platform shall create any warranty not expressly stated in this Agreement. All such liability is excluded by us to the fullest extent permitted by law.
8. LIMITATION OF LIABILITY
8.1. Notwithstanding any other provision herein, neither party shall exclude or limit its liability to the other party for: (a) death or personal injury caused by its negligence; or (b) fraud, including fraudulent misrepresentation; or (c) any liability which cannot be excluded or limited by law; or (d) any amount indemnified by it in these General Terms.
8.2. You acknowledge and agree that (save in respect of warranties expressly set out herein):
8.2.1. use of the SeeMeHired Platform is at your own risk and that we cannot accept any responsibility for the acts and/or omissions of any third parties, including service providers or any other users of the SeeMeHired Platform;
8.2.2. the SeeMeHired Platform is a candidate attraction and management platform that offers different types of functionality. It is offered “as is” and “as available”. We do not warrant that it will be compatible with your systems. It is your responsibility to ensure that you have the technological capability to access the features of the SeeMeHired Platform. We are not liable if either you or a Candidate does not have the capability to access or use all of any parts of the SeeMeHired Platform, provides inaccurate information (including inaccurate contact details) or does not follow the technical guidelines. We take reasonable steps to protect our systems, the SeeMeHired Platform and the Site against attacks and malware but we cannot guarantee that you will not be affected by viruses or other harmful or malicious code as a result of accessing or downloading from the SeeMeHired Platform. Any material (including User Content) downloaded or otherwise obtained or accessed through the use of the SeeMeHired Platform is done at your own discretion and risk, and that you will be solely responsible for any damage, loss, or prejudice to your computer system or other device or loss of data that results from the download or access of any such material; and
8.2.3. (subject at all times to our compliance with the data processing schedule), we have no liability to you for any use, misuse or loss of User Content by third parties, and/or any act or omission of any user or any third party provider.
8.3. You agree that we and our licensors shall not be liable to you for: (a) any indirect, special, incidental or consequential loss or damage which may arise in respect of the SeeMeHired Platform and/or its use or non-availability; (b) loss of profit, business revenue, goodwill and anticipated savings: (c) any trading or other losses which you may incur as a result of use of or reliance upon any content; and/or(d) the deletion of, corruption of, or failure to store, any content (including User Content) and other communications data maintained or transmitted by or through your use of the SeeMeHired Platform.
8.4. In order to make use of the SeeMeHired Platform, you will need computer equipment, as well as a connection to the internet and you may need to download certain software. You acknowledge and agree that we are not liable for the acts and/or omissions of any third parties (including third party services and third party hardware), and that it is your responsibility to ensure that you have the necessary equipment and services in place to use the SeeMeHired Platform.
8.5. To the maximum extent authorised by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of our obligations to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
8.6. Subject to Clause 8.1, our aggregate liability arising from or in connection with this Agreement shall not exceed an amount equal to the Subscription Fees paid under this Agreement in the 12 months preceding the date of the claim.
8.7. You agree and acknowledge that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with the use of the SeeMeHired Platform and that the exclusions and limitations contained in this clause 8 are reasonable given our respective commercial positions and ability to purchase relevant insurance in respect of risks under this Agreement. If any remedy hereunder is determined to have failed of its essential purpose, all other limitations of liability and exclusion of damages set forth in this Agreement shall remain in full force and effect. You also undertake at all times to mitigate any such damage or loss.
9. TERMINATION
9.1. This Agreement shall commence on the Agreement Date and last for the Subscription Period. At the end of the Subscription Period, and subject to termination in accordance with this clause 9, the Agreement shall renew for successive periods equal in length to the Subscription Period (Renewal Period).
9.2. You may terminate this Agreement at any time by giving us 30 days’ written notice. If you do so where you pay the Subscription Fees on an Annual or an Annual Pay Monthly basis (as defined in clause 5.1 above), the provisions of clause 5.4 apply. We can terminate the Agreement by giving you 30 days’ written notice where you pay the Subscription Fees on a Monthly basis (as defined in clause 5.1 above). Where you pay the Subscription Fees on an Annual, or an Annual Pay Monthly, basis we may terminate this Agreement by written notice to expire at the end of the Subscription Period or Renewal Period (whichever is current at the date of our termination notice).
9.3. Without prejudice to any other rights or remedies to which we may be entitled, we may terminate this Agreement without liability to you if: (a) you commit a material breach of any of the terms of this Agreement and (if such a breach is remediable) fail to remedy that breach within 30 days of your being notified in writing of the breach; or (b) an order is made or a resolution is passed for your winding up, or if an order is made for the appointment of an administrator to manage your affairs, business and property, or if such an administrator is appointed or if documents are filed with the court for the appointment of an administrator or if notice of intention to appoint an administrator is given by you or your directors or by a qualifying charge holder, or if a receiver is appointed of any of your assets or undertaking or if circumstances arise which entitle the court or a creditor to appoint a receiver or manager or which entitle the court to make a winding-up order or if you take or suffer any similar or analogous action in consequence of debt; or (c) you cease, or threaten to cease, to trade.
9.4. Without prejudice to any other rights or remedies to which we may be entitled, we may terminate this Agreement without liability to you if you fail to pay any sum due to us under this Agreement and such sum remains unpaid fourteen (14) days after its due date.
9.5. Upon the expiry or termination of this Agreement:
9.5.1. where both (a) the Agreement is terminated by you on 30 days’ written notice, and (b) you pay the Subscription Fees on an Annual or an Annual Pay Monthly basis (as defined in clause 5.1 above), then you may continue to use the SeeMeHired Platform in accordance with the terms of this Agreement for the remainder of your then current Subscription Period or Renewal Period, (as applicable). If you do so, the remaining provisions of this clause 9.5 won’t apply until the end of that period;
9.5.2. the licences granted at clause 3.11 and clause 4.1 terminate and your Client Account shall no longer be accessible by you and/or any Authorised User and you must immediately remove the SeeMeHired logo and link licensed to you in clause 3.11 from your website;
9.5.3. all legal rights, obligations and liabilities that you and we have benefited from, been subject to (or which have accrued over time whilst the General Terms have been in force) shall be unaffected by this cessation, and the provisions of clauses 2.3, 2.5, 5.4, 6, 8, 9 and 10 and of the data processing schedule shall survive termination of this Agreement;
9.5.4. you will lose access to the SeeMeHired Platform and (after 30 days) stored User Content which we reserve the right to dispose of (save for Managed Data and/or Customer Data, as defined in the data processing schedule, which will be dealt with in accordance with paragraph 1(f) of the data processing schedule). If, following any disposal of your User Content, we are asked by you to retrieve any of the same, we will use commercially reasonable endeavours to do so, but reserve the right to charge for all costs which we incur at our then current rates; and
9.5.5. you shall immediately pay us all sums due at the date of termination under this Agreement.
10. CONFIDENTIAL INFORMATION
10.1. Each party agrees that any Confidential Information obtained from, or relating to the other party, its servants or agents is and shall remain the property of such party. Each party shall treat as confidential and neither party (nor its staff, agents or sub-contractors) shall disclose or use the Confidential Information of the other party except to the extent necessary for the performance of this Agreement.
10.2. The provisions of clause 10.1 shall not apply to Confidential Information which: (a) is in or becomes part of the public domain (otherwise than by breach of this Agreement); or (b) was in the lawful possession of the receiving party prior to disclosure under this Agreement and was not unlawfully obtained either directly or indirectly; or (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure or which is independently developed by the receiving party without dependence on or reference to such Confidential Information; or (d) is required to be disclosed by law or other mandatory provision, or requirement.
10.3. Each party shall only divulge Confidential Information of the other to those of its employees, agents and/or sub-contractors who are directly involved in the provision of the SeeMeHired Platform, together with its auditors, professional advisors and mandatory regulatory authority. In divulging Confidential Information to such third parties, the disclosing party shall take all reasonable precautions to ensure that such third parties are aware of and comply with obligations of confidentiality to the disclosing party no less onerous than those set out this clause 10.
11. GENERAL
11.1. You may not assign, sub-license, sub-contract, mortgage or otherwise transfer any of your rights or obligations under this Agreement without our prior written consent.
11.2. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
11.3. This Agreement constitutes the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all previous between the parties agreements relating to the subject matter hereof. Save to the extent expressly stated, this Agreement does not include any part of the Proposal. Each party represents and agrees that in entering into this Agreement it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in these General Terms. Nothing in this clause shall exclude or limit any liability for fraud.
11.4. A person who is not a party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.
11.5. Any notice of termination, breach or other notice of a legal nature required to be given to either party under this Agreement shall be given by first class recorded delivery post, or by hand confirmed by signed receipt, to the appropriate address of the party concerned set out in the Agreement or as notified by them from time to time and any such notice shall be deemed to be delivered on the date such delivery is recorded. Any other notice required to be given under this Agreement shall be sufficiently given if sent by first class post and any such notice shall be deemed to be delivered within two days of such posting.
11.6. If any term, part or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable as being contrary to applicable law or public policy, such provision shall to the extent reasonably possible be construed in a manner so as to be enforceable and the remaining provisions hereof shall remain in full force and effect and in no way be affected, impaired or invalidated.
11.7. Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing and signed by or on behalf of each of the parties.
11.8. The parties agree that in the event that a dispute arises between them they will in the first instance attempt to resolve the issue amicably by referring the matter to director level for discussion between the parties. In the event that the dispute is not resolved within 30 days either party may refer the matter to the court, provided that nothing shall prevent either party immediately referring to the courts any matter relating to the protection of its or its licensors’ IPR or Confidential Information.
12. JURISDICTION
12.1. This Agreement shall be governed by and construed in accordance with the laws of Northern Ireland and both parties submit to the exclusive jurisdiction of the Northern Irish courts to settle any disputes which may arise in connection.
SCHEDULE: DATA PROCESSING SCHEDULE
1) PERSONAL DATA
a) You will provide us with 3 types of Personal Data in connection with your use of the SeeMeHired Platform:
i) Personal Data relating to you and key contacts within your business, which you provide us with for the purpose of entering into and facilitating this Agreement and our obligations and rights hereunder (any such data, Client Contact Data);
ii) Personal Data relating to your designated Authorised Users (any such data, Authorised User Data); and
iii) any other Personal Data included in any User Content which you upload on to the SeeMeHired Platform (any such data, Managed Data).
b) Additionally, whenever a Candidate makes available any Personal Data relating to her/him to you and/or an Authorised User via the SeeMeHired Platform, such data is Candidate Data.
c) For the purposes of the Data Protection Legislation we will be acting as:
i) the Controller in respect of our use of the Client Contact Data and Authorised User Data and will only use such data in accordance with our Privacy Notice; and
ii) the Processor and you as the Controller in respect of the Managed Data and the Candidate Data, and the terms of processing set out in paragraph 2 below shall apply.
d) Both you and we agree to comply with our obligations under the Data Protection Legislation in respect of any Personal Data transferred by you to us or uploaded by you (or an Authorised User) on to the SeeMeHired Platform, whether we are acting as the Controller or the Processor.
e) By transferring:
i) the Client Contact Data and/or Authorised User Data to us, you are representing and warranting to us that you have the lawful authority both (a) so to transfer and (b) for us to process such data in connection with the provision of the SeeMeHired Platform and in accordance with our rights as set out in this Agreement; and
ii) the Managed Data to us, by uploading or storing any Candidate Data using the SeeMeHired Platform (or authorising an Authorised User to do the same), you are representing and warranting to us that you have the lawful authority both (a) so to transfer and (b) for us to process such data in accordance with the terms of paragraph 2 below.
2) We shall:
a) process the Managed Data and the Candidate Data only in accordance with your written instructions (which shall include the provisions in this Agreement) unless we are prevented by the Data Protection Legislation, in which case we shall promptly notify you of this unless the Data Protection Legislation prohibit us from so notifying you;
b) ensure that all personnel who have access to and/or process Managed Data and the Candidate Data are obliged to keep the Managed Data and the Candidate Data confidential;
c) ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Managed Data and the Candidate Data and against accidental loss or destruction of, or damage to, Managed Data and the Candidate Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Managed Data and the Candidate Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Managed Data and the Candidate Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
d) (where we use any sub-processor, as that term is defined in the Data Protection Legislation) we shall:
i) enter into a legally binding written agreement that places the equivalent data protection obligations as those set out in this Agreement to the extent applicable to the nature of the services provided by such sub-processor, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Data Protection Legislation;
ii) remain liable for the performance of the sub-processor; and
iii) procure that any transfers by us to a sub-processor outside the EEA shall be carried out in accordance with Chapter 5 of the Data Protection Legislation
and you consent to our appointing sub-processors subject to the provisions of this paragraph 2 (d);
e) at your written direction, promptly delete or return Managed Data and the Candidate Data to you on termination of this Agreement unless required by the Data Protection Legislation to store the Managed Data and the Candidate Data;
f) maintain complete and accurate records and information to demonstrate our compliance with these Terms of Processing and allow for audits by you or your designated auditor in respect of the processing of the Managed Data and the Candidate Data by us or our sub-processors (upon receiving reasonable notice from you).
g) save as otherwise permitted by this data processing schedule, not transfer any Managed Data and the Candidate Data outside of the European Economic Area without obtaining your prior written consent;
h) provide such assistance as may be required under the Data Protection Legislation to you in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
i) notify you without undue delay on becoming aware of a breach of the Managed Data and the Candidate Data; and
j) not disclose or transfer the Managed Data and/or the Candidate Data to any third party unless necessary for the provision of the SeeMeHired Platform and/or proper compliance with any legal requirement.
3) In the event of the United Kingdom departing the European Union and being deemed by the European Commission to have inadequate levels of protection, in accordance with Article 45 of the GDPR, you and we shall act in good faith and promptly enter into the appropriate versions of such model standard data protection clauses as the European Commission may from time to time publish in accordance with Article 46 (2) of the GDPR.