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Terms & Conditions

Last updated October 16th, 2019

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS PLATFORM

Who we are

We are ImployApp, and we trade under the name “Offerd”.

 

APPLICANT TERMS & CONDITIONS

What’s in these terms?

These terms tell you the rules for using our platform located at https://www.getofferd.io (our platform).

Who we are and how to contact us

Offerd is a platform operated by Imployapp Limited (“We” / “Offerd”). We are registered in England and Wales under company number 11376064 and have our registered office at 5 Merchant Square, Paddington, London, W2 1AY. Our VAT number is 316192809.
To contact us, please email jamie@getofferd.io.

By using our platform you accept these terms

By using our platform, you confirm that you accept these terms of use and that you agree to comply with them.
If you do not agree to these terms, you must not use our platform.
We recommend that you print a copy of these terms for future reference.

There are other terms that may apply to you

These terms of use refer to the following additional terms, which also apply to your use of our platform:

  • Our Privacy Policy.

  • Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our platform. When using our platform, you must comply with this Acceptable Use Policy.

  • Our Cookie Policy, which sets out information about the cookies on our platform.

We may make changes to these terms

We amend these terms from time to time. Every time you wish to use our platform, please check these terms to ensure you understand the terms that apply at that time.

We may make changes to our platform

We may update and change our platform from time to time to reflect changes to our products or services, our users’ needs and our business priorities.

We may suspend or withdraw our platform

Our platform is made available to you free of charge.
We do not guarantee that our platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our platform for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
You are also responsible for ensuring that all persons who access our platform through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Our platform is only for users in the UK

Our platform is directed to people residing in the United Kingdom. We do not represent that content available on or through our platform is appropriate for use or available in other locations.

You must keep your account details safe

If you choose, or you are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.
If you know or suspect that anyone other than you knows your username or password, you must promptly notify us at jamie@getofferd.io.

How you may use material on our platform

We are the owner or the licensee of all intellectual property rights in our platform, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our platform for your personal use.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our platform must always be acknowledged.
You must not use any part of the content on our platform for commercial purposes without obtaining a licence to do so from us or our licensors.
If you print off, copy or download any part of our platform in breach of these terms of use, your right to use our platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Do not rely on information on this platform

The content on our platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our platform.
Although we make reasonable efforts to update the information on our platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our platform is accurate, complete or up to date.

We are not responsible for websites we link to

Where our platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We may have no control over the contents of those sites or resources.

User-generated content is not approved by us

This website may include information and materials uploaded by other users of the platform, including to advertise job vacancies. This information and these materials have not been verified or approved by us. The views expressed by other users on our platform do not represent our views or values.

How to complain about content uploaded by other users

If you wish to complain about content uploaded by other users please contact us by email at jamie@getofferd.io.

Our responsibility for loss or damage suffered by you

  • Please note that we only provide our platform to you for domestic and private use. You agree not to use our platform for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

  • If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update, offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

How we may use your personal information

We will only use your personal information as set out in our privacy policy.

Uploading content to our platform

Whenever you make use of a feature that allows you to upload content to our platform, or to make contact with other users of our platform, you must comply with the content standards set out in our Acceptable Use Policy.
You warrant that any such contribution complies with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any content you upload to our platform will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our platform a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in ‘Rights you are giving us to use material you upload’ below.
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our platform constitutes a violation of their intellectual property rights, or of their right to privacy.
We have the right to remove any posting you make on our platform if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.
You are solely responsible for securing and backing up your content.
We do not store terrorist content.

Rights you are giving us to use material you upload

When you upload or post content to our platform, you grant us a worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish, and process, information and content that you provide, without any further consent, notice and/or compensation to you or others.

We are not responsible for viruses and you must not introduce them

We do not guarantee that our platform will be secure or free from bugs or viruses.
You are responsible for configuring your information technology and computer programmes to access our platform. You should use your own virus protection software.
You must not misuse our platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our platform, the server on which our platform is stored or any server, computer or database connected to our platform. You must not attack our platform via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our platform will cease immediately.

Rules about linking to our platform

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our platform in any website that is not owned by you.
Our platform must not be framed on any other site, nor may you create a link to any part of our platform other than the home page.
We reserve the right to withdraw linking permission without notice.
The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.
If you wish to link to or make any use of content on our platform other than that set out above, please contact us at jamie@getofferd.io.

Which country’s laws apply to any disputes?

These terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

 

 

 

EMPLOYER TERMS & CONDITIONS

1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this agreement.

  • Authorised Users: those employees of the Employer who are authorised by the Employer to use the Services, as further described in clause 7.1(c).
  • Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  • Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 14.5.
  • Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
  • Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
  • Employer: means the organisation purchasing the Subscription in accordance with clause 6.1.
  • Employer Data: the data inputted into the Platform by the Employer, Authorised Users, or by Offerd on the Employer’s behalf, for the purposes of using the Services.
  • Employer Personal Data: means first name, surname, email address, and job title, in each case relating to an employee of the Employer.
  • Employer Purposes: the Employer may use the Graduate Personal Data, for the purposes of its own internal recruitment.
  • Graduate: means an individual registered to use the Platform as a graduate.
  • Graduate Personal Data: means first name, surname, date of birth, email address, home address, employment status, and employment history, in each case relating to a Graduate.
  • Graduate Purposes: Offerd may use the Employer Personal Data, to inform Graduates of job vacancies, and facilitate the recruitment process for the Employer and Graduate. This will include without limitation, disclosing Employer Personal Data to Graduates.
  • Offerd: means ImployApp Limited.
  • Mandatory Policies: Offerd’s business policies and codes, as amended from time to time by notification to the Employer.
  • Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
  • Offer: an offer of employment, or request for other services.
  • Permitted Recipients: the parties to this agreement, the employees of each party, and all other users of the Services (including without limitation, all Employers and Graduates).
  • Platform: the online platform hosted at https://www.getofferd.io, provided by Offerd as part of the Services.
  • Registration Date: the date on which the Employer registers an account with Offerd.
  • Renewal Period: the period described in clause 2.1.
  • Services: the subscription services provided by Offerd to the Employer under this agreement as set out at https://www.getofferd.io, including without limitation access to and use of the Platform, along with any other website or platform notified to the Employer by Offerd from time to time.
  • Shared Personal Data: the personal data to be shared between the parties under clause 9 of this agreement, consisting of Graduate Personal Data and/or Employer Personal Data (where relevant).
  • Subscription: the subscription purchased by the Employer pursuant to clause 6.1 which entitles Authorised Users to access and use the Services in accordance with this agreement.
  • Subscription Fees: the subscription fees notified to the Employer during the order process.
  • Subscription Period: the minimum contract term, as agreed during the order process.
  • Term: means any Trial Period, Subscription Period along with any subsequent Renewal Periods.
  • Trial Period: a period of 30 days.
  • UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
  • 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 construed accordingly.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

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 words 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 this agreement.

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

1.9 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2. Term
2.1 Subject to clause 3, this agreement shall commence on the Registration Date, and unless this agreement is terminated pursuant to clause 17, this agreement shall continue for the Subscription Period, and, thereafter, this agreement 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 Subscription Period or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Subscription Period or Renewal Period; or

b) otherwise terminated in accordance with the provisions of this agreement.

3. Trial Period
3.1 In the event the Employer is provided with a trial account upon registration, this agreement shall commence on the Registration Date and shall, unless otherwise terminated in accordance with clause 3.3 or clause 17, continue for the Trial Period.

3.2 Upon the earlier of:

a) The Employer making an Offer to a Graduate; and

b) The expiry of the Trial Period,
the Subscription Period shall commence, and this agreement shall continue for the Subscription Period, and, thereafter, this agreement shall be automatically renewed for successive Renewal Periods, unless:

c) either party notifies the other party of termination, in writing, at least 30 days before the end of the Subscription Period or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Subscription Period or Renewal Period; or

d) otherwise terminated in accordance with the provisions of this agreement.

3.3 The Employer shall be entitled to terminate this agreement during the Trial Period, without liability towards Offerd, by serving not less than 24 hours written notice to Offerd.

4. Licence
4.1 Subject to:

a) the Employer paying any Subscription Fees due to Offerd in accordance with clause 6.1; and

b) the Employer complying with the all other terms and conditions of this agreement,

Offerd hereby grants to the Employer, a non-exclusive, non-transferable right, without the right to grant sublicences, to permit its Authorised Users to use the Services during the Term solely for the Employer’s internal recruitment needs.

5. Services
5.1 Offerd shall, during the Term, provide the Services to the Employer on and subject to the terms of this agreement.

5.2 Offerd shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

a) planned maintenance carried out during the maintenance window of 10.00 pm to 4.00 am UK time; and

b) unscheduled maintenance performed outside Normal Business Hours, provided that Offerd has used reasonable endeavours to give the Employer at least 3 Normal Business Hours’ notice in advance.

6. Registration and charges

6.1 The Employer shall pay the Subscription Fees to Offerd for the Subscription Period and any Renewal Period, in accordance with this clause 6.

6.2 The Employer shall, on the Registration Date, provide to Offerd, valid, up-to-date and complete credit or debit card details, along with any other relevant valid, up-to-date and complete contact and billing details requested by Offerd.

6.3 Offerd shall invoice the Employer (each month or annually, depending the payment terms agreed) in respect of the Subscription Fees, and the Employer shall pay each invoice, using the bank account details set out in the invoice, within 14 days after the date of such invoice.

6.4 If Offerd has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of Offerd:

a) Offerd may, without liability to the Employer, disable the Employer’s password, account and access to all or part of the Services, and Offerd 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 Offerd’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

6.5 Notwithstanding the procedures set out in clause 6.3, Offerd reserves the right to, and the Employer hereby authorises Offerd to, at its absolute discretion, take payment for the Subscription Fees by billing the credit or debit card provided pursuant to clause 6.2 each month, provided that Offerd provides not less than 30 days’ notice to the Employer by email.

6.6 All amounts and fees stated or referred to in this agreement:

a) shall be payable in pounds sterling;

b) are, subject to clause 16.3(b), non-cancellable and non-refundable;

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

6.7 Offerd shall be entitled to increase the Subscription Fees at the start of each calendar year upon 45 days’ prior notice to the Employer.

7. Subscription
7.1 In relation to the Authorised Users, the Employer undertakes that:

a) it will not allow its Subscription to be used by anyone other its Authorised Users;

b) each Authorised User shall keep all passwords secure and confidential, and that each password shall be changed no less frequently than once in each calendar year;

c) it shall maintain a written, up to date list of current Authorised Users and provide such list to Offerd within 2 Business Days of Offerd’s written request at any time or times;

d) it shall not provide any Authorised User with access to the Services (including the Platform), without first providing them with a copy of Offerd’s Privacy Policy.

e) it shall permit Offerd or Offerd’s designated auditor to audit the Services in order to establish the name of each Authorised User and to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at Offerd’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Employer’s normal conduct of business;

f) if any of the audits referred to in clause 7.1(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Offerd’s other rights, the Employer shall promptly disable such passwords and Offerd shall not issue any new passwords to any such individual; and

g) if any of the audits referred to in clause 7.1(e) reveal that the Employer has underpaid Subscription Fees to Offerd, then without prejudice to Offerd’s other rights, the Employer shall pay to Offerd an amount equal to such underpayment as calculated by Offerd within 10 Business Days of the date of the relevant audit.

7.2  The Employer 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 Offerd reserves the right, without liability or prejudice to any other rights it has to the Employer, to disable the Employer’s access to any material that breaches the provisions of this clause.

7.3 The Employer shall not:

a) use the Services for anything other than for its own internal recruitment purposes; or

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

c) use the Services to provide services to third parties; or

d) 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 this agreement:

  • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or
  • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or

e) subject to clause 24.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or

f) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under the terms of this agreement; or

g) introduce or permit the introduction of, any Virus or Vulnerability into Offerd’s network and information systems.

7.4 The Employer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Offerd.

7.5 The rights provided under clauses 4 and 5 are granted to the Employer only, and shall not be considered granted to any subsidiary or holding company of the Employer.

8. Employer data
8.1 The Employer shall own all right, title and interest in and to all of the Employer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Employer Data.

8.2 Offerd shall archive Employer Data in accordance with its archiving procedures and such archiving procedures may be amended by Offerd in its sole discretion from time to time. In the event of any loss or damage to Employer Data, the Employer’s sole and exclusive remedy against Offerd shall be for Offerd to use reasonable commercial endeavours to restore the lost or damaged Employer Data from the latest back-up of such Employer Data maintained by Offerd in accordance with its archiving procedures. Offerd shall not be responsible for any loss, destruction, alteration or disclosure of Employer Data caused by any third party.

9. Data protection and data sharing
9.1 This clause sets out the framework for the sharing of personal data between the Employer and Offerd, both as controllers. Each party acknowledges that:

a) Offerd shall share Graduate Personal Data with the Employer, and the Employer may use it for the Employer Purposes; and

b) The Employer shall share Employer Personal Data with Offerd, and Offerd may use it for the Graduate Purposes.

9.2 Each party shall comply with all the obligations imposed on a controller under the UK Data Protection Legislation, and any material breach of the UK Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

9.3The Employer shall:

a) ensure that it has all necessary notices and consents in place to enable lawful transfer of the Employer Personal Data to the Permitted Recipients for the Graduate Purposes;

b) give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

c) process the Graduate Personal Data, for the Employer Purposes, but for no other purpose;

d) not disclose or allow access to the Graduate Personal Data to anyone other than the Permitted Recipients;

e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Graduate Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;

f) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

g) not transfer any Graduate Personal Data outside the EEA unless the it:

  • complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
  • ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

9.4 Offerd shall:

a) ensure that it has all necessary notices and consents in place to enable lawful transfer of the Graduate Personal Data to the Permitted Recipients for the Employer Purposes;

b) give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

c) process the Employer Personal Data, for the Graduate Purposes, but for no other purpose;

d) not disclose or allow access to the Employer Personal Data to anyone other than the Permitted Recipients;

e) not transfer any Employer Personal Data outside the EEA unless the it:

  • complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
  • ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

9.5 Each party shall assist the other party in complying with all applicable requirements of the UK Data Protection Legislation. In particular, each party shall:

a) consult with the other party, upon request, about any notices given to data subjects in relation to the Shared Personal Data;

b) promptly inform the other party about the receipt of any data subject access request in relation to the Shared Personal Data;

c) provide the other party with reasonable assistance in complying with any data subject access request in relation to the Shared Personal Data;

d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party, wherever possible;

e) reasonably assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;

f) notify the other party without undue delay on becoming aware of any breach of the UK Data Protection Legislation in respect of the Shared Personal Data;

g) on termination of this agreement, and upon the written direction of the other party, delete or return any Shared Personal Data (and copies thereof) shared with it by the other party, unless required by law to store such Shared Personal Data;

h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; and

i) maintain complete and accurate records and information to demonstrate its compliance with this clause 9.

9.6 The Employer shall indemnify Offerd against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Offerd, arising out of or in connection with a breach of the UK Data Protection Legislation by the Employer, its employees or agents.

10. Third party providers
The Employer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Offerd 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 website, or any transactions completed, and any contract entered into by the Employer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Employer and the relevant third party, and not Offerd. Offerd recommends that the Employer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Offerd does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

11. Offerd’s obligations
11.1 Offerd undertakes that the Services will be performed in accordance with the descriptions set out on https://www.getofferd.io, and with reasonable skill and care.

11.2 The undertaking at clause 11.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Offerd’s instructions, or modification or alteration of the Services by any party other than Offerd or Offerd’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Offerd will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Employer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Employer’s sole and exclusive remedy for any breach of the undertaking set out in clause 11.1.

11.3 Offerd:

a) does not warrant that:

  • the Employer’s use of the Services will be uninterrupted or error-free;
  • that the Services and/or the information obtained by the Employer through the Services will meet the Employer’s requirements; or
  • the Services will be free from Vulnerabilities;

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

11.4 This agreement shall not prevent Offerd 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 this agreement.

11.5 Offerd warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

12. Employer’s obligations
The Employer shall:

a) provide Offerd with:

  • all necessary co-operation in relation to this agreement; and
  • all necessary access to such information as may be required by Offerd;

in order to provide the Services, including but not limited to Employer Data, security access information and configuration services;

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

c) carry out all other Employer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Employer’s provision of such assistance as agreed by the parties, Offerd may adjust any agreed timetable or delivery schedule as reasonably necessary;

d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;

e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Offerd, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

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

g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Offerd’s data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Employer’s network connections or telecommunications links or caused by the internet.

13. Proprietary rights
13.1 The Employer acknowledges and agrees that Offerd and/or its licensors own all intellectual property rights in the Services (including without limitation all intellectual property rights in the Platform). Except as expressly stated herein, this agreement does not grant the Employer 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.

14. Confidentiality and compliance with policies
14.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:

a) is or becomes publicly known other than through any act or omission of the receiving party;

b) was in the other party’s lawful possession before the disclosure;

c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

d) is independently developed by the receiving party, and where such independent development can be shown by written evidence.

14.2 Subject to clause 14.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

14.3 Each party shall ensure that the other’s Confidential Information to which it has access, is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

14.4 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 14.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

14.5 The Employer acknowledges that details of the Services, along with the results of any performance tests of the Services, constitute Offerd’s Confidential Information.

14.6 The Employer further acknowledges that the Employer Data will be made available to Graduates and other users of the Services. Employee Data, shall not therefore be classed as Confidential Information of the Employer.

14.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other party (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.

14.8 The above provisions of this clause 14 shall survive termination of this agreement, however arising.

14.9 In performing its obligations under this agreement the Employer shall comply with the Mandatory Policies.

15. Indemnity
15.1 The Employer shall defend, indemnify and hold harmless Offerd 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 Employer’s use of the Services.

16. Limitation of liability
16.1 Except as expressly and specifically provided in this agreement:

a) the Employer assumes sole responsibility for results obtained from the use of the Services by the Employer, and for conclusions drawn from such use. Offerd shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Offerd by the Employer in connection with the Services, or any actions taken by Offerd at the Employer’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 this agreement; and

c) the Services are provided to the Employer on an “as is” basis.

16.2 Nothing in this agreement excludes the liability of Offerd:
a) for death or personal injury caused by Offerd’s negligence; or
b) for fraud or fraudulent misrepresentation.

16.3 Subject to clause 16.1 and clause 16.2:

a) Offerd shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

b) Offerd’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the Subscription during the 12 months immediately preceding the date on which the claim arose.

17. Termination
17.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 28 days after being notified in writing to make such payment;

b) the other party commits a material breach of any other term of this agreement and where such breach is irremediable or (if such breach is remediable) where that party fails to remedy such breach within a period of 28 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 or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

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) 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;

f) 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;

g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

h) 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;

i) 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;

j) 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 17.1(c) to clause 17.1(i) (inclusive); or

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

17.2 On termination of this agreement for any reason:

a) all licences granted under this agreement shall immediately terminate and the Employer shall immediately cease all use of the Services;

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

c) Offerd may destroy or otherwise dispose of any of the Employer Data in its possession, unless Offerd receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Employer of the then most recent back-up of the Employer Data. Offerd shall use reasonable commercial endeavours to deliver the back-up to the Employer within 30 days of its receipt of such a written request, provided that the Employer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Employer shall pay all reasonable expenses incurred by Offerd in returning or disposing of Employer Data; 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.

18. Force majeure
Offerd shall have no liability to the Employer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Offerd or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Employer is notified of such an event and its expected duration.

19. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21. Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

22. Severance
22.1 If any provision or part-provision of this agreement 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 this agreement.
22.2 If any provision or part-provision of this agreement is deemed deleted under clause 22.1 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.

23. Entire agreement
23.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

23.2 Each party acknowledges that in entering into this agreement 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 this agreement.

23.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

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

24. Assignment
24.1 The Employer shall not, without the prior written consent of Offerd, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

24.2 Offerd may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

25. No partnership or agency
25.1 Nothing in this agreement 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 of, 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).

26. Third party rights
26.1 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

27. Notices
27.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered office address, or such other address as may have been notified by that party for such purposes.

27.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

28. Governing law
This agreement 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 construed in accordance with the law of England and Wales.

29. 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).