Terms Of Use

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these Terms. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

• Authorised Users: those employees of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(c).
• Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
• Candidate: an individual searching for employment who is introduced by Inside Talent to the Customer through the Services.
• Candidate Information: information of any sort provided by a candidate through the Services.
• Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly.
• Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.1.
• Customer: the customer identified on the Order.
• Customer Data: the Customer Personal Data and the data inputted by the Customer, Authorised Users, or Inside Talent on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
• Customer Personal Data: has the definition set out in Schedule 1.
• Documentation: the document made available to the Customer by Inside Talent online via www.insidetalent.com or such other web address notified by Inside Talent to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
• Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, [industry schemes] and sanctions, which are applicable to either the Customer or an Authorised User [(but not Inside Talent)] relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
• Initial Subscription Term: the initial term of these Terms as set out in the Order.
• Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
• Premium Support Fees: the support fees set out in the Order.
• Renewal Period: the period described in clause 14.1.
• Services: the subscription services provided by Inside Talent to the Customer as set out in the Order.
• Software: the online software applications provided by Inside Talent and/or its Third Party Licensors as appropriate as part of the Services.
• Subscription Fees: the subscription fees payable by the Customer to Inside Talent for the User Subscriptions, as set out in the Order.
• Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
• Support Services Policy: Inside Talent's policy for providing support in relation to the Services as set out in Schedule 1 from time to time.
• Take Ons: successful Candidates who are employed by the Customer through the Customer's use of the Services.
• Third Party Licensors: the owners of the Third Party Software.
• Third Party Software: such software products owned by Third Party Licensors which comprise the Software depending on the Customer's Subscription from time to time, including but not limited to Talos 360, Breathe HR, Brilliant HR, Albion Law, PropertyMark training powered by MOL Learning, Perkbox.
• User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with these Terms.
• Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
• Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

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

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

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

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Terms under that statute or statutory provision.

1.9 A reference to writing or written excludes fax but not email.

1.10 References to clauses and schedules are to the clauses and schedules of these Terms; references to paragraphs are to paragraphs of the relevant schedule to these Terms.

2. Authorised Users and Take Ons

2.1 Subject to the Customer paying the appropriate Subscription Fees, complying with the restrictions set out in this clause 2 and the other terms and conditions of these Terms, Inside Talent hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.

2.2 In relation to the Authorised Users, the Customer undertakes that:

(a) it will not exceed the maximum number of authorised Take Ons per Site as set out in the Order;

(b) each Authorised User shall keep a secure password for their use of the Services and Documentation, and that each Authorised User shall keep their password confidential;

(c) it shall maintain a written, up to date list of current Authorised Users and provide such list to Inside Talent within 5 Business Days of Inside Talent's written request at any time or times;

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;

and Inside Talent reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

2.4 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(c) use the Services and/or Documentation to provide services to third parties; or

(d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or

(f) for the duration of the Subscription Term and for 36 months thereafter, contract for the Services or any part thereof, directly with the Third Party Licensors or through any third party; or

(g) introduce or permit the introduction of, any Virus or Vulnerability into the Services or Inside Talent's network and information systems.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Inside Talent.

2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Services

3.1 Inside Talent shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of these Terms.

3.2 Inside Talent shall use commercially reasonable endeavours to make the Services available during Normal Business Hours except for:

(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

(b) unscheduled or emergency maintenance; and

(c) any unavailability resulting from the acts or omissions of the Third Party Licensors.

3.3 Inside Talent will, as part of the Services and in consideration of the Premium Support Fees set out in Schedule 1, provide the Customer with Inside Talent's standard customer support services during Normal Business Hours. Support can be accessed by logging the issue by email to support@insidetalent.com. Inside Talen will use reasonable endeavours to respond to such support requests logged during a Business Day in the following Business Day.

4. Data Protection

4.1 The Customer acknowledges that the Services comprise the onward supply of Third Party Software and sub-processing of Customer Data by Third Party Licensors. Accordingly, the Customer's attention is drawn to Schedule 1 and in particular, the privacy notices of such Third Party Licensors in Part 3 of Schedule 1.

4.2 The parties agree to comply with the provisions of Schedule 1 in relation to Customer Data.

4.3 Inside Talent reserves the right to use aggregated anonymous Customer Data and Candidate Data for such purposes as it deems appropriate.

5. Not in Use

6. Third Party Licensors

The Customer acknowledges that the Services comprise Third Party Software from Third Party Licensors and that Customer's use of Third Party Software is solely at its own risk. Inside Talent makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third Party Software.

7. Supplier's Obligations

7.1 Inside Talent shall perform the Services with reasonable skill and care.

7.2 Inside Talent's obligations at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Inside Talent's instructions, or modification or alteration of the Services by any party. If the Services do not conform with the terms of clause 7.1, Inside Talent will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.

7.3 Inside Talent:

(a) does not warrant that:

(i) the Customer's use of the Services will be uninterrupted or error-free; or

(ii) the accuracy of Candidate Information; or

(iii) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or

(iv) the Software or the Services will be free from Vulnerabilities or Viruses; or

(v) the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the acts or omissions of the Customer (or its Authorised Users) or the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.4 These Terms shall not prevent Inside Talent from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

7.5 Inside Talent warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.

8. Customer's Obligations

8.1 The Customer shall:

(a) provide Inside Talent with:

(i) all necessary co-operation in relation to these Terms; and

(ii) all necessary access to such information and Microsoft Office 365 account or Google Mail account, Indeed accounts and such social media business accounts (including but not limited to LinkedIn, Facebook, Instagram, TikTok and X) as may be reasonably required by Inside Talent to perform the Services;

(b) without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;

(c) carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Inside Talent may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User's breach of these Terms;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Inside Talent, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by Inside Talent from time to time; and

(g) be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

8.2 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

9. Charges and Payment

9.1 The Customer shall pay the Subscription Fees to Inside Talent in accordance with this clause 9 and the Order.

9.2 The Customer shall, prior to the Service Commencement Date, either:

(a) provide to Inside Talent valid, up-to-date and complete contact and billing/credit card details and the Customer hereby authorises Inside Talent to bill such credit card:

(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(ii) subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

(b) set up a Direct Debit with Inside Talent's approved payment processing provider to enable prompt and prior payment of the Subscription Fees.

9.3 If Inside Talent has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of Inside Talent:

(a) Inside Talent may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Inside Talent shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Inside Talent's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4 All amounts and fees stated or referred to in these Terms:

(a) shall be payable in pounds sterling;

(b) are, subject to clause 13.3(b), non-cancellable and non-refundable;

(c) are exclusive of value added tax, which shall be added to Inside Talent's invoice(s) at the appropriate rate.

9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, Inside Talent may charge the Customer, and the Customer shall pay, Inside Talent's then current excess data storage fees. Inside Talent's excess data storage fees current as at the Effective Date are set out in the Order.

9.6 Inside Talent shall be entitled to increase the Subscription Fees, the Premium Support Fees, the Additional Take On Cost and, where relevant, any excess storage fees payable pursuant to clause 9.5 by (i) the greater of either the increase in CPI in the previous 12 months or 5% and (ii) any increase in cost imposed on Inside Talent by its Third Party Licensors at the start of each Renewal Period upon 30 days' prior notice to the Customer.

10. Proprietary Rights

10.1 The Customer acknowledges and agrees that Inside Talent and/or its Third Party Licensors own all intellectual property rights in the Software, the Services and the Documentation. Except as expressly stated herein, these Terms does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

10.2 Inside Talent confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.

11. Confidentiality

11.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of these Terms, including but not limited to:

(a) any information that would be regarded as confidential by a reasonable business person relating to:

(i) the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and

(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;

(iii) any information developed by the parties in the course of carrying out these Terms.

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

11.2 The provisions of this clause shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or

(d) the parties agree in writing is not confidential or may be disclosed.

11.3 Each party shall keep the other party's Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these Terms (Permitted Purpose); or

(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

11.4 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

11.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

11.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in these Terms are granted to the other party, or to be implied from these Terms.

11.8 On termination or expiry of these Terms, each party shall:

(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;

(b) erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

(c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

11.9 No party shall make, or permit any person to make, any public announcement concerning these Terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11.10 Except as expressly stated in these Terms, no party makes any express or implied warranty or representation concerning its Confidential Information.

11.11 The above provisions of this clause 11 shall survive for a period of five years from termination or expiry of these Terms.

12. Indemnity

12.1 The Customer shall defend, indemnify and hold harmless Inside Talent against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use or misuse of the Services.

13. Limitation of Liability

13.1 Except as expressly and specifically provided in these Terms:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Inside Talent shall have no liability for any damage caused by errors or omissions in any Customer Data, Candidate Information or other information, instructions or scripts provided to Inside Talent by the Customer in connection with the Services, or any actions taken by Inside Talent at the Customer's direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and

(c) the Services and the Documentation are provided to the Customer on an "as is" basis.

13.2 Nothing in these Terms excludes the liability of Inside Talent:

(a) for death or personal injury caused by Inside Talent's negligence; or

(b) for fraud or fraudulent misrepresentation.

13.3 Subject to clause 13.1 and clause 13.2:

(a) Inside Talent shall have no liability for any:

(i) loss of profits,

(ii) loss of business,

(iii) wasted expenditure,

(iv) depletion of goodwill and/or similar losses,

(v) loss or corruption of data or information, or

(vi) any special, indirect or consequential loss, costs, damages, charges or expenses; and

(b) Inside Talent's total aggregate liability to the Customer in respect of all breaches occurring within any contract year shall not exceed 100% of the total Subscription Fees paid in the contract year in which the breaches occurred.

13.4 References to liability in this clause 13 include every kind of liability arising under or in connection with these Terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.5 Nothing in these Terms excludes or limits the liability of the Customer for any breach, infringement or misappropriation of Inside Talent's or its Third Party Licensors' Intellectual Property Rights.

14. Term and Termination

14.1 These Terms shall, unless otherwise terminated as provided in this clause 14, commence on the Service Commencement Date and shall continue for the Initial Subscription Term and, thereafter, these Terms shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of these Terms;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

14.2 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;

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

(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

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

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

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

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

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

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(c) to clause 14.2(j) (inclusive);

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

(m) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these Terms is in jeopardy; or

(n) there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).

14.3 On termination of these Terms for any reason:

(a) all licences granted under these Terms shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

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

(c) unless otherwise agreed, Inside Talent may destroy or otherwise dispose of any of the Customer Data in its possession. Post termination obligations relating Customer Data stored by the Third Party Licensors is set out in Part 3 of Schedule 1; and

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

15. Force Majeure

Neither party shall be in breach of these Terms or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate these Terms by giving 14 days' written notice to the affected party.

16. Conflict

If there is an inconsistency between any of the provisions in the main body of these Terms and the Order, the provisions in the Order shall prevail.

17. Variation

No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. Waiver

18.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

18.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

19. Rights and Remedies

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

20. Severance

20.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.

20.2 If any provision or part-provision of these Terms is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Entire Agreement

21.1 These Terms together with the Premium Support Policy and the Order, constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

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

21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

21.4 Nothing in this clause shall limit or exclude any liability for fraud.

22. Assignment

22.1 The Customer shall not, without the prior written consent of Inside Talent, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms.

22.2 Inside Talent may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms, provided that it gives prior written notice of such dealing to the Customer.

23. No Partnership or Agency

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24. Third Party Rights

24.1 Unless it expressly states otherwise, these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

25. Notices

25.1 Any notice given to a party under or in connection with these Terms shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to addresses notified in the Order.

25.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

25.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

26. Governing Law

These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

27. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 — Data Protection

Part 1

1. Definitions and Interpretation

For the purposes of this 0:

• Applicable Law means (a) any law, statute, regulation, by-law or subordinate legislation in force from time to time to which a party is subject and/or which is applicable in any jurisdiction that the Services are provided to or in respect of; (b) the common law and laws of equity as applicable to the parties (or either of them) from time to time; (c) any binding court order, judgment or decree as applicable to the parties (or either of them) from time to time; or (d) any applicable direction, policy, rule or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over that party or any of that party's assets, resources or business.
• Customer Personal Data means any Personal Data which Inside Talent (or any Sub-Processor) receives, accesses, collects or otherwise processes pursuant to, as a result of or in connection with the performance of the Services and/or these Terms.
• Controller, Personal Data, International Organisation, processing, Processor and Data Subject have the meanings as defined in Data Protection Law.
• Data Protection Law means all Applicable Law relating to data protection, the processing of Personal Data, privacy and/or electronic communications in force from time to time in any relevant jurisdiction including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI20032426 and any associated national implementing laws, regulations and secondary legislation.
• Data Protection Losses means all liabilities, including all: (a) costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses and damages (including relating to material or non-material damage) and (b) to the extent permitted by Data Protection Law and/or any Applicable Law: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a Supervisory Authority; (ii) compensation which is paid to a Data Subject and (iii) the costs of compliance with investigations by a Supervisory Authority.
• Personal Data Breach means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Customer Personal Data.
• Sub-Processor means any Processor engaged by Inside Talent (or by any other Sub-Processor) for carrying out any processing activities in respect of the Customer Personal Data on behalf of the Customer which Sub-Processors include Breathe HR, Albion Legal, Talos 360, Perkbox and Brilliant HR.
• Supervisory Authority means any regulator, authority or body responsible for administering Data Protection Law which in the UK would include the Information Commissioner's Office (the ICO).
• Transfer shall have the same meaning as the word 'transfer' in Article 44 of UK GDPR and related terms such as Transferred and Transferring shall be construed accordingly.
• UK means the United Kingdom of Great Britain and Northern Ireland.
• UK GDPR means the United Kingdom General Data Protection Regulation, as it forms part of the law of the UK by virtue of section 3 of the European Union (Withdrawal) Act 2018.

2. Compliance with Data Protection Law

2.1 Both parties agree to comply with all applicable requirements of Data Protection Law in respect of the Services and the performance of these Terms generally.

2.2 Without prejudice to the generality of paragraph 2.1, the Customer will:

2.2.1 ensure that it has all necessary and appropriate consents and notices in place, for the duration and purposes of these Terms, to enable:

(a) lawful transfer of the Customer Personal Data to Inside Talent; and

(b) lawful collection of Customer Personal Data by Inside Talent;

2.2.2 have sole responsibility for the accuracy, quality and legality of the Customer Personal Data provided to Inside Talent (or any Sub-Processor) and the means by which the Customer acquired the Customer Personal Data;

2.2.3 ensure that all instructions given by it to Inside Talent (or any Sub-Processor) in respect of the Customer Personal Data (including the terms of these Terms and the Customer's configuration of the Services) are at all times in accordance with Data Protection Law; and

2.2.4 not use the Services to transmit, share or store any information which a Data Subject would reasonably consider to be highly sensitive data (including National Insurance numbers, passport numbers, driving licence numbers, payment information, health information and biometric information).

2.3 The Customer shall not unreasonably withhold, delay or condition its agreement to any change to the Services and/or these Terms requested by Inside Talent in order to ensure the Services and Inside Talent (and any Sub-Processor) can comply with the Data Protection Law.

3. Role of the Parties

The parties acknowledge that for the purposes of Data Protection Law the Customer is the Controller and Inside Talent is the Processor in respect of the Customer Personal Data.

4. General Requirements when Processing Customer Personal Data

4.1 Without prejudice to the generality of paragraph 2.1, Inside Talent shall, in relation to any Customer Personal Data processed by it in connection with the performance by Inside Talent of the Services and its obligations under these Terms:

4.1.1 ensure that any personnel engaged and authorised by Inside Talent to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

4.1.2 to the extent legal permitted and to the extent Inside Talent has been able to identify that the request comes from a Data Subject whose Personal Data was submitted to the Services by the Customer, promptly notify the Customer if Inside Talent receives a request from a Data Subject in relation to the exercise of any Data Subject right (Data Subject Request). Inside Talent will confirm to the Data Subject that it has passed the request to the Customer, but Inside Talent shall not handle or execute the Data Subject Request;

4.1.3 upon the Customer's request, provide the Customer with reasonable cooperation and assistance needed to fulfil the Customer's obligation under Data Protection Law to carry out a data protection impact assessment related to the Customer's use of the Services, to the extent the Customer does not otherwise have access to the relevant information, and to the extent such information is available to Inside Talent. Inside Talent shall provide reasonable assistance to the Customer in the cooperation or prior consultation with a Supervisory Authority in the performance of its tasks relating to this paragraph 4.1.3, to the extent required under applicable Data Protection Law;

4.1.4 provide reasonable assistance to the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Inside Talent), and at the Customer's cost and written request, in responding to any request from a Data Subject and in ensuring the Customer's compliance with its obligations under Data Protection Law with respect to security, breach notifications, impact assessments and consultations with Supervisory Authorities;

4.1.5 at the written direction of the Customer (and at the cost of the Customer), delete / dispose of or return (by making the Customer Personal Data available for the Customer to export from the Services) Customer Personal Data once Inside Talent ceases to provide the Services (Processing End Date) unless Inside Talent is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this paragraph 4.1.5 Customer Personal Data shall be considered deleted where it (and all copies of it) is put beyond further use by Inside Talent. To the extent the Customer has not notified Inside Talent within 2 weeks of the Processing End Date that it requires the return of any Customer Personal Data Inside Talent is irrevocably authorised to securely delete / dispose of the Customer Personal Data at the Customer's cost.

4.2 Neither Inside Talent nor any Sub-Processor is obliged to undertake any unlawful Transfer or processing of Customer Personal Data and shall not be liable to the extent that it (or any Sub-Processor) is delayed in or fails to perform any obligation under these Terms due to it (or any Sub-Processor) being unable (or reasonably believing it is unable) to undertake any Transfer or processing in a lawful manner. The Charges payable to Inside Talent shall not be discounted or set-off as a result of any delay or non-performance of any obligation in accordance with this paragraph 4.2.

5. Processing Instructions

5.1 Inside Talent shall process Customer Personal Data only on, and in accordance with, the documented instructions of the Customer unless Inside Talent is required by Applicable Law to process Customer Personal Data otherwise than in accordance with the Customer's documented instructions.

5.2 Part 2 of this Schedule 1 sets out the Customer's documented instruction in respect of Inside Talent's processing of Customer Personal Data and includes the subject matter, nature and purpose of processing of Customer Personal Data by Inside Talent in respect of the Services and compliance with the terms of these Terms, the duration of the processing and the types of Personal Data and categories of Data Subject. These processing instructions are the Customer's complete documented instructions to Inside Talent for the Processing of Customer Personal Data as at the date of these Terms, however:

5.2.1 the Customer's configuration of the Services from time to time shall constitute an additional instruction to Inside Talent documented through applicable logs; and

5.2.2 those instructions may be amended in relation to particular Services in the Order Form for those Services or otherwise amended by the agreement in writing of the parties from time to time).

Inside Talent shall inform the Customer without undue delay if Inside Talent becomes aware of a documented instruction given by the Customer under this paragraph 5 that, in Inside Talent's opinion, infringes (or is likely to infringe) Data Protection Law and Inside Talent shall be entitled to cease to provide any effected Services until the parties have agreed appropriate amended instructions which are not infringing. The Charges payable to Inside Talent shall not be discounted or set-off as a result of any delay or non-performance of any obligations as a result of a suspension of the Services pursuant to this paragraph 5.

6. Technical and Organisation Measures

6.1 Inside Talent shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data.

6.2 The Customer is responsible for making an independent determination as to whether the Services meet the Customer's requirements and legal obligations under Data Protection Law.

7. Personal Data Breach

7.1 Inside Talent shall notify the Customer by email and without undue delay on becoming aware of a Personal Data Breach.

7.2 Inside Talent shall make commercially reasonable efforts to identify the cause of a Personal Data Breach and take those steps as Inside Talent deems necessary and reasonable in order remediate the cause of such Personal Data Breach to the extent the remediation is within Inside Talent's reasonable control. The obligation to remediate the cause of a Personal Data Breach shall not apply to Personal Data Breaches that are caused by Customer or its Authorised Users.

8. Subcontractors and International Transfers

8.1 The Customer hereby provides its prior, general authorisation for Inside Talent to:

8.1.1 appoint Processors to process the Customer Personal Data and the Customer's attention is drawn to the privacy policies of such Processors set out in Part 3 below; and

8.1.2 where necessary, transfer Customer Personal Data outside of the UK as required in order for Inside Talent to provide the Services, provided that Inside Talent shall ensure that all such transfers are effected in accordance with Data Protection Law. For these purposes, the Customer shall promptly comply with any reasonable request of Inside Talent, including any request to enter into standard data protection clauses adopted by the UK Information Commissioner from time to time.

9. General

The parties agree that this 0 has been drafted on the understanding the Customer Personal Data is subject to the UK GDPR but that there is also a possibility that the EU GDPR may apply. To the extent that the EU GDPR also applies to the processing of Customer Personal Data, this 0 shall be interpreted for the purposes of compliance with the EU GDPR in addition to the UK GDPR in such manner as is necessary in order for this 0 to be applicable for and compliant with the EU GDPR in addition to the UK GDPR.

9.1 The Customer shall indemnify and keep indemnified Inside Talent in respect of all Data Protection Losses suffered or incurred by, or awarded against, Inside Talent arising from or in connection with any:

9.1.1 non-compliance by the Customer with Data Protection Law;

9.1.2 breach by the Customer of any of its obligations under this 0; or

9.1.3 processing carried out by Inside Talent or any Sub-Processor pursuant to a documented instruction given by the Customer under paragraph 5.

9.2 Notwithstanding any other provision in these Terms, Inside Talent is authorised to disclose this 0 to third parties to the extent necessary in order for it to comply with its obligations in this 0 and/or Data Protection Laws.

9.3 This Schedule 1:

9.3.1 shall survive termination (for any reason) or expiry of these Terms; and

9.3.2 prevails over the other terms of these Terms to the extent of any inconsistency.

Part 2

Schedule 1 sets out data protection provisions which have been agreed by the parties but those provisions require a description of the subject matter, nature and purpose of processing of Customer Personal Data to be carried out by Inside Talent in respect of the Services. For the purposes of this Part 2, Customer Personal Data includes Candidate Information.

1. Subject Matter and Nature of Processing

Inside Talent and its Sub-Processors will process the Customer Personal Data for the purpose of the supply of Services to the Customer in accordance with the Terms and for the management and administration of the Services.

2. Nature and Purpose of Processing

Inside Talent will carry out the following processing of Customer Personal Data:

• Contacting and liaising with Candidates, employees and Authorised Users to carry out the Services.
• Access, collection, organisation, storage, hosting and use of the Customer Personal Data.
• Updating Customer Personal Data, including correction, adaptation, alteration, alignment and combination.
• Sharing Customer Personal Data, including disclosure, dissemination, allowing access or otherwise making available, particularly to Sub-Processors and Third Party Licensors.
• Returning or erasing Customer Personal Data, including destruction and deletion.

3. Duration of the Processing

For so long as Inside Talent is providing any of the Services – ie the Subscription Term described in the Order.

4. Types of Personal Data

Non-sensitive Customer Personal Data which may include, but is not limited to, Customer Personal Data relating to the following types of Customer Personal Data:

• Personal details, including any information that identifies the data subject and their personal characteristics, including: name, home address, contact details, age, date of birth, sec and physical description.
• Job role details, including job title, work address, work email address, email content, work telephone number.
• Personal details issued as an identified by a public authority, including passport details, national insurance number, identity card number, driving licence details.
• Family, lifestyle and social circumstances, including any information relating to the family of the data subject and the data subject's lifestyle and social circumstances, including current marriage and partnership, marital history, details of family and other household members, habits, housing, travel details, leisure activities and membership of charitable and voluntary organisations.
• Education and training details, including information which relates to the education and any professional training of the data subject, including academic records, qualifications, skills and training records, professional experience, student and pupil records.
• Employment details, including information relating to the employment of the data subject, including employment and career history, recruitment and termination details, attendance records, health and safety records, performance appraisals, training records and security records.
• Financial details, including information relating to the financial affairs of the data subject, including income, salary, assets and investments, payments, creditworthiness, loans, benefits, grants, insurance details, and pension information.
• User/device data including login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices used to access the Services.
• Browsing data including full Uniform Resource Locators (URL) clickstream to through and from the Services (including date and time), page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks and mouse-overs) and methods used to browse away from the page.

AND

Sensitive Customer Personal Data which may include, but is not limited to, Customer Personal Data relating to the following types of Customer Personal Data:

• Racial or ethnic origin.
• Political opinion.
• Religious or philosophical beliefs.
• Trade union membership.
• Genetic data.
• Biometric data (if used to identify a natural person).
• Health data.
• Sex life or sexual orientation.
• Criminal convictions and offences (including driving offences and penalty points).

5. Categories of Data Subject

• Applicants
• Candidates
• Authorised Users
• Employees
• Contractors

Part 3

Sub-Processor/Third Party Licensor Data Privacy Notices.

• Albion Legal: Albion Legal Privacy Policy
• Talent.AI Limited: Talent.AI Privacy Policy
• MOL Learn: MOL Learn Data Protection Policy
• Perkbox: Perkbox Privacy Policy
• Propertymark: Propertymark Privacy Policy
• Brilliant HR: Brilliant HR Privacy Policy