Candidate.ID Terms and Conditions

These Terms and Conditions (“Terms“), together with the Contract (as defined below) comprise our agreement with you and apply to the subscription of the Candidate.ID Limited recruitment management software services, through the cnddtid.com website (“Website“) using Candidate.ID’s software applications (the “Software“). .

Please read these Terms very carefully before using the Software. You acknowledge and agree that by clicking on “I accept” on behalf of a nominated company or organisation (in these Terms, the “Customer“), you agree that company or organisation will be bound by these terms as a Customer. You are advised to print and retain a copy of these terms for future reference.

  • About us
    • ID Limited (Company No. SC516384) (Candidate.ID) is a company registered in Scotland and our registered office is at 5 Oswald Street, Glasgow G1 4QR, United Kingdom. Candidate.ID’s VAT number is 238 1074 20. Candidate.ID provides the Software.
    • To contact Candidate.ID, email our customer service team at customers@candidateid.com.  
  • Definitions and interpretation
    • The definitions and rules of interpretation set out in Schedule 1 shall apply to the Contract.
  • Registration
    • In order to use the Software, the Customer shall first be required to register with Candidate.ID by making contact directly with a Candidate.ID representative.
    • ID’s representative shall send the Customer the contract containing the commercial terms (“Contract“) and the Contract as governed by these Terms commences on the date of the Customer’s signature (the “Commencement Date“).
    • ID reserves the right to conduct verification and security procedures in respect of all information provided by the Customer to Candidate.ID. If Candidate.ID has reason to believe that the information provided by the Customer to register and use the Software breaches or is likely to breach any of the provision in these Terms, Candidate.ID at its sole discretion may take any action that it deems appropriate including without limitation, to terminate the Contract.
  • Software
    • Subject to Candidate.ID’s right to amend the Services Specification (see clause 7.3), Candidate.ID will use reasonable endeavours to provide the Software to the Customer in accordance with the Services Specification and Service Levels during the Term in all material respects.
    • ID shall use commercially reasonable endeavours to make the Software available at all times, except for:
      • Permitted Downtime;
      • Customer-caused or third party-caused outages or disruptions;
      • any unavailability caused by outages or disruptions to the Customer’s interest access, for which the Customer is responsible pursuant to clause 4.4(a) below.
    • Upon payment and subject to the terms of the Contract, Candidate.ID grants to the Customer a limited, worldwide, non-exclusive, non-transferable right and licence without the right of sublicense to:
      • use the Software; and
      • copy and use the Documentation as strictly necessary for its use by Collaborators of the Software,

during the Service Period for the Permitted Purpose.

  • The Customer acknowledges that the Software does not include:
    • any services, systems or equipment required to access the internet (and that the Customer is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Software);
    • legal, accounting or other professional or regulated services and that, except as expressly stated in the Contract, no assurance is given that the Software will comply with or satisfy any legal or regulatory obligation of any person.
  • Collaborators
    • These Terms shall apply to any and all Collaborators who access and use the Website and the Software through the Customer’s account. The Customer acknowledges and agrees:
      • all Collaborators must use the corporate email address allocated to them by the Customer when creating a Collaborator account;
      • to inform all Collaborators of the existence of these Terms and ensure compliance with Clause 6.4;
      • ID may allocate the Customer admin or member accounts with varying levels of access, and the Customer shall comply (and ensure each Collaborator complies) with any directions of Candidate.ID relating to the establishment and use of such Collaborator accounts;
      • only one person may log-on to the Website and/or access the Services using any one Collaborator account at any one time;

 

  • Candidate.ID will limit the number of Collaborators that can access the Software in accordance with the selected pricing tier set out in the Contract. If the Customer exceeds the limits, Candidate.ID reserves the right to remove access to the Software or increase the pricing tier; and
  • the Customer is directly liable to Candidate.ID at all times for the acts or omissions of its Collaborators.
  • The Customer shall, and shall ensure its Collaborators shall, keep any Customer and Collaborator usernames and passwords (“Logins“) safe and secure to ensure that they are not used without the Customer’s permission. If any Login has been provided to an individual that is not a Collaborator, the Customer shall, without delay, disable any such passwords and notify Candidate.ID immediately. The Customer must immediately notify Candidate.ID if it has reason to believe that there has been unauthorised use or access to the Logins and/or the Customer’s account on the Website.
  • The Customer shall be solely responsible and liable for any breaches of these Terms arising out of or resulting from use of the Customer’s Logins to access the Software and/or the Website, whether such use is authorised by the Customer or not.
  • At any time upon notice to the Customer, Candidate.ID may require the Customer to execute any further documents to confirm the Customer’s acceptance of, or give full effect to, these Terms.
  • The Customer shall (and shall ensure all Collaborators shall) at all times comply Clause 6.2 and all other provisions of this Contract.
  • Clauses 5.1 to 5.5 (inclusive) shall survive termination or expiry of the Contract.
  • Customer obligations and warranties

Capacity and Applicable Laws

  • The Customer warrants that it has the capacity and authority to enter into and be bound by these Terms.
  • The Customer warrants that it shall (and shall ensure all Collaborators shall) at all times comply with all applicable laws relating to the use or receipt of the Software, Customer Data and the Documentation (or any part), including Data Protection Laws, employment, equality and laws relating to the use of systems and communications.
  • The Customer agrees to abide by the rules and directions of Candidate.ID in respect of the Software and the Website as may be provided from time to time.

Submissions

  • The Customer warrants and represents that use of the Software and/or the Website, including the submission of any information, data, images, videos, audio, files, links to external websites, communication between Collaborators and with Candidates, and all other material of any format (“Submissions“):
    • do not infringe any Intellectual Property Rights or other proprietary rights of any third party;
    • cannot reasonably be deemed to:
      • be offensive, illegal, inappropriate or in any way;
      • promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
      • harass or advocate harassment of another person;
      • display pornographic or sexually explicit material;
      • promote any conduct that is abusive, threatening, obscene or defamatory;
      • promote any illegal activities;
      • provide instructional information about illegal activities, including violating someone else’s privacy;
      • create computer viruses, introduce or cause or permit to be introduced any form of software or scripts onto the Website that have the appearance of coming from a Collaborator or Candidate;
      • promote or contain information that you know or believe to be inaccurate, false or misleading;
      • engage in the promotion of contests, sweepstakes and pyramid schemes, without our prior written consent;
      • exploit people in a sexual or violent manner;
      • invade or violate any third party’s right to privacy
      • register the same Customer more than once for the purpose of circumventing Customer limitations which have been created by the Website;
      • request payments from Candidates; and
      • transmit “junk mail”, or “chain letters”, or unsolicited mass mailing, messaging or “spamming”.
    • Unless otherwise explicitly stated by Candidate.ID, Candidate.ID does not vet, verify the accuracy, correctness and completeness, edit or modify any Submissions or any other information, data and materials created, used and/or published by the Customer to determine whether they may result in any liability to any third party. The Customer hereby warrants that the Customer has the right to use and publish all Submissions.
    • Subject to clause 6.3, Candidate.ID may enhance the Candidate Profile by using data related to the Candidate, obtained from third parties. Such additional information may include data obtained from third party software applications that are integrated into the Software and links to any social media websites used by Candidate.ID in enhancing the Candidate Profile. In such circumstances, Candidate.ID does not vet, verify the accuracy, correctness and completeness of such data used to enhance the Candidate Profile and no guarantee is given that any enhancements to the Candidate Profile will be error free or ultimately achieve any enhancement to the Candidate Profile and it is the responsibility of the Customer to verify the accuracy of such information before making any hiring decisions.
    • Notwithstanding clause 6.3, Candidate.ID reserves the right to refuse to publish any Submissions, or to at any time remove or edit a Submission (in whole or in part), if Candidate.ID has reason to believe that the Customer’s use of the Software and/or the Website breaches these Terms.
    • The Customer shall not, and shall ensure its Collaborators shall not:
      • at any time use the Software and/or the Website with the purpose of impersonating another user or person; and
      • use the information made available to the Customer through its use of the Software and/or the Website for any purpose other than in connection with recruitment;
      • do anything whatsoever which shall or is likely to impair, interfere with, damage, or cause harm or distress to any person or all or any part of any computer, computer network, telecommunications service or infrastructure.
    • The Customer shall immediately notify Candidate.ID if it is aware of any breaches or suspects any breaches of clauses 6.4 and 6.8 by its Collaborators.

Interaction with Candidates

  • The Customer is solely responsible for its and its Collaborators use of the Software and its internal management of its recruitment processes. The Customer is also responsible for confirming:
    • each Candidate’s qualifications, skills, training and experience;
    • that the Candidate has the right to work in the relevant jurisdiction; and
    • procuring from the Candidate(s) all information reasonably required by the Customer to determine the Candidate’s suitability to the opening advertisement.
  • The Customer acknowledges that Candidate.ID accepts no liability for the behaviour, response or actions of the Candidates.
  • The Customer acknowledges and agrees that it is the Customer’s responsibility to ensure it enters into any necessary contractual arrangements with Candidates (whether for temporary, casual, contract or permanent employment). In the event there is a dispute between the Customer and any Candidate (whether it relates to the interview or selection process, the contractual arrangements between the parties or otherwise) the Customer agrees Candidate.ID is not liable for any loss or damage suffered by the Customer resulting from any such dispute and the Customer hereby releases and holds harmless Candidate.ID from any such loss or damage or any liability in relation to any dispute.
  • The Customer shall at all times keep all information including without limitation, the Candidate Profiles, communication and correspondences between the Customer, its Collaborators, Candidate.ID and the Candidates, and all information relating to the Candidates and the recruitment process secure and confidential.
  • The use of the Software is personal to the Customer and the Customer has no right whatsoever to resell the Software to any third party for any reason without the prior written consent of Candidate.ID.
  • A breach of this clause 6 shall be an irremediable material breach under Clause 17.3(a).
  • Changes to Software and terms
    • ID may at its absolute discretion make, and notify the Customer by email of, updated versions of the Terms or other documents referred to in any part of the Contract from time to time
    • The Customer acknowledges that Candidate.ID shall be entitled to modify the features and functionality of the Software. Candidate.ID may, without limitation to the generality of this clause 7.2, establish new limits on the Software (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Software, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by update to the relevant impacted contractual documents in accordance with clause 7.1 above.
    • ID reserves the right to amend the Services Specification if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Service, and Candidate.ID will notify the Customer in advance of any such amendment [in accordance with clause 7.1 above.
  • Fees and Payment
    • In consideration of Candidate.ID providing the Software the Customer must pay the fees (“Fees”) in accordance with this clause 8, .
    • The Fees as at the Commencement Date are as set out in the Contract..
    • Candidate ID reserves the right to increase the Fees with effect from 1 January each year during the Term by up to five (5%) percent. Candidate ID shall give the Customer not less than one (1) months’ prior notice in writing of any changes to the Fees under this clause 8.3.
    • ID reserves the right to increase the Fees on each Renewal Date by up to 5%. Candidate.ID shall give the Customer 3 months’ prior written notice of any changes to the Fees ahead of the Renewal Date.
    • The Fees are exclusive of VAT and all other taxes or duties and are non-refundable. Where VAT is payable in respect of some or all of the Software the Customer must pay Candidate.ID such additional amounts in respect of VAT, at the applicable rate, at the same time as the Customer pays the Fees.
    • If the Customer fails to make a payment under the Contract by the due date, then, without limiting Candidate.ID’s remedies under clause 17, the Customer will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    • ID may offer Customers the option to purchase additional products that are supplied by third parties or may display links to third party websites and advertising as set out on our Website. Use of such products or connecting with such websites by the Customer shall be governed by the relevant third party’s terms and conditions, a copy of which shall be available from the third party’s website. The Customer shall comply with such third party’s terms and conditions.
  • Intellectual property
    • All Intellectual Property Rights in and to the Software (including in all Documentation) and all software forming part of the Website or the Software belong to and shall remain vested in Candidate.ID or the relevant third party owner. To the extent that the Customer, any of its Affiliates or any person acting on its behalf acquires any Intellectual Property Rights in the Documentation or any other part of the Software, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Candidate.ID or such third party as Candidate.ID may elect. The Customer shall execute all such documents and do such things as Candidate.ID may consider necessary to give effect to this clause 9.1.
    • The Customer acknowledges that any anonymous statistical information gathered by Candidate.ID relating to the Customer’s use of the Software will be exclusively owned by Candidate.ID.
    • The Customer and its Collaborators may print off one copy and download extracts of any pages from the Website and may draw the attention of other users to Submissions or materials posted on the Website solely for the Permitted Purpose.
    • The Customer shall not, and shall procure that Collaborators shall not:
      • modify, translate, create or attempt to create derivative copies of or copy the Software or the Website in whole or in part;
      • reverse engineer, decompile, disassemble or otherwise reduce the object code of the Software or the Website to source code form;
      • distribute, sub-licence, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer the Software or the Website or the Customer’s right to use the Software or the Website.
    • The Customer and its Collaborators may be able to store or transmit Customer Data using the Software and the Software may interact with Customer Systems. The Customer hereby grants a royalty-free, non-transferable, non-exclusive licence for Candidate.ID (and each of its direct and indirect sub-contractors) to access, use, copy and other otherwise utilise Customer Data and Customer Systems to the extent necessary to perform or provide the Software or to exercise or perform Candidate.ID’s rights, remedies and obligations under the
    • The Customer warrants that it owns or has the right or licence to use the Intellectual Property Rights in the Customer Data, the Customer Systems, and all other information and materials provided by the Customer to Candidate.ID in connection with the Software.
    • ID may use any feedback and suggestions for improvement relating to the Software provided by the Customer or any Collaborator without charge or limitation (“Feedback”). The Customer hereby assign (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Candidate.ID at the time such Feedback is first provided to Candidate.ID.
    • The Customer hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to Candidate.ID under the Contract.
    • Except for the rights expressly granted in the Contract, the Customer and any Collaborator or Affiliates and their direct and indirect sub-contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Software (or any part including the Documentation) and no Intellectual Property Rights of either party are transferred or licensed as a result of the Contract.
    • This clause 9 shall survive the termination or expiry of the Contract.
  • Customer Systems and Customer Data
    • Customer Data shall at all times remain the property of the Customer or its licensors.
    • Except to the extent Candidate.ID has direct obligations under Data Protection Laws, the Customer acknowledges that Candidate.ID has no control over any Customer Data hosted as part of the provision of the Software and may not actively monitor or have access to the content of Customer Data. The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of Customer Data and that its use (including use in connection with the Software) complies with all applicable laws and Intellectual Property Rights.
    • If Candidate.ID becomes aware of any allegation that any Customer Data may not comply with clause 10.2 or any other part of the Contract, Candidate.ID shall have the right to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any of the foregoing from the Software and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult the Customer). Where reasonably practicable and lawful Candidate.ID shall notify the Customer before taking such action.
    • Except as otherwise expressly agreed in the Contract, Candidate.ID shall not be obliged to provide the Customer with any assistance extracting, transferring or recovering any Customer Data whether during or after the Service Period. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of its business. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all of the Customer Data regularly (in accordance with its and its Collaborator’s needs) and extract it from the Software prior to the termination or expiry of the Contract.
    • ID routinely undertakes regular backups of the Software (which may include Customer Data) for its own business continuity purposes. The Customer acknowledges that such steps do not in any way make Candidate.ID responsible for ensuring Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, Candidate.ID shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.
    • Unless subsequently agreed by the parties in writing, the Customer hereby instructs that Candidate.ID shall within 60 days of the earlier of the end of the provision of the Software (or any part) relating to the processing of Customer Data securely dispose of such Customer Data processed in relation to the Software (or any part) which have ended (and all existing copies of it) except to the extent that any applicable laws requires Candidate.ID to store Customer Data. Candidate.ID shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with the Contract.
  • Data Protection
    • For the purposes of this clause 11, Controller, Personal Data, Processor, Personal Data Breach, Commissioner, Processing (and its derivatives) and Data Subject shall have the meanings given under the UK GDPR.
    • Insofar as Candidate.ID acts as a Processor on the Customer’s behalf (as Controller), Candidate.ID shall:
      • only be entitled to Process Personal Data for the duration of the Contract unless otherwise expressly provided, in which case the Processing shall only last as long as is necessary under (and fully in compliance with) the Data Protection Laws (the “Duration“) and only to the extent necessary for the provision of use of the Software to the Customer (the “Purpose“). The subject-matter of the Processing of the Personal Data is set out in this Contract (the “Subject-Matter“) and the nature and purpose of the Processing is the Purpose.  The Data Subjects whose Personal Data Candidate.ID is entitled to Process are those Data Subjects as necessary for the fulfilment of the Contract (the “Categories of Data Subjects“), and the types of Personal Data which Candidate.ID may Process are those types of Personal Data as necessary for the fulfilment of the Contract (the “Type of Personal Data“);
      • taking into account the nature of the processing, implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;
      • process Personal Data only on the Customer’s documented instructions, except to the extent that any processing of Personal Data is required by applicable laws;
      • notify the Customer where Candidate.ID reasonably believes any documented instructions from the Customer in respect of the processing of Personal Data infringe any Data Protection Laws or any other applicable laws;
      • at the Customer’s expense, assist it in complying with its obligations under Data Protection Laws in respect of security of processing, carrying out data protection impact assessments (as defined in Data Protection Laws), remedial action to be taken in response to a Personal Data Breach (including notifying Personal Data Breaches to the Supervisory Authority and affected Data Subjects) and consulting with the Supervisory Authority regarding high risk Processing, in each case insofar as Candidate.ID is able taking into account the nature of the processing and the information available to Candidate.ID;
      • ensure that its personnel who are authorised to process the Personal Data have committed themselves to confidentiality;
      • not appoint any additional sub-Processor to the sub-Processors set out at Schedule 3 without giving prior written notice of such appointment of no less than 30 Business Days to the Customer and having not received any reasonable objection from the Customer to such appointment;
      • not transfer Personal Data to a country or territory outside the United Kingdom and the European Economic Area except with the Customer’s prior written consent or on the Customer’s instructions;
      • notify the Customer without undue delay if Candidate.ID receives any: (i) request from a Data Subject to access that Data Subject’s Personal Data; (ii) complaint or request relating to the Data Protection Laws and / or (iii) correspondence from a Supervisory Authority;
      • notify the Customer without undue delay in the event it becomes aware of any Personal Data Breach;
      • unless otherwise required by Data Protection Laws, Candidate.ID shall return or delete, at the Customer’s discretion, all Personal Data upon the termination of the processing activities carried out under the Contract, as set out in clause 10.6; and
      • permit, at the Customer’s cost, on an annual basis, reasonable access to relevant information held by Candidate.ID in respect of Candidate.ID’s activities pursuant to the Contract for the purposes of reviewing compliance with this clause.
    • The Customer acknowledges and agrees that as a Controller of the Personal Data it is responsible for its compliance obligations under Data Protection Laws, including but not limited to, determining the manner and purpose of the processing of the Personal Data, providing any required notices and obtaining any required consents, and for the written processing instructions it gives to Candidate.ID.
    • The Customer warrants and represents that:
      • the collection and processing of any Personal Data by the Customer and its other suppliers from time to time has been carried out in accordance with Data Protection Laws at all times;
      • the Customer has all necessary consents and notices in place to enable lawful transfer to and / or lawful collection of the Personal Data by Candidate.ID and to enable lawful processing of their Personal Data by Candidate.ID, including any processing of their Personal Data outside of the European Economic Area and the United Kingdom approved by the Customer in accordance with clause 11.2(h); and
      • all Personal Data supplied or otherwise made available to Candidate.ID by the Customer is necessary, accurate and up-to-date.
    • Warranties
      • Subject to the remainder of this clause 12, Candidate.ID warrants to the Customer that the Software will be provided using reasonable care and skill.
      • The Software may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties and from Candidate ID’s use of third party service providers. The Customer acknowledges that such risks are inherent in cloud services and that Candidate.ID shall have no liability for any such delays, interruptions, errors or other problems.
      • If there is a breach of any warranty in clause 12.1, Candidate.ID shall at its option: use reasonable endeavours to repair or replace the impacted aspect of the Software within a reasonable time or (whether or not it has first attempted to repair or replace the impacted aspect of the Software) refund the Fees for the impacted aspect of the Software which were otherwise payable for the period during which Candidate.ID was in breach of any such warranty (provided such period is at least 7 consecutive days). To the maximum extent permitted by law, this clause 12.4 sets out the Customer’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 12.
      • The warranties in clause 12 are subject to the limitations set out in clause 14 and shall not apply to the extent that any error in the Software arises as a result of:
        • incorrect operation or use of the Software by the Customer or any Collaborator (including any failure to follow the Documentation);
        • use of any of the Software other than for the purposes for which it is intended;
        • use of any Software with other software or services or on equipment with which it is incompatible;
        • any act by any third party (including hacking or the introduction of any virus or malicious code);
        • any modification of Software (other than that undertaken by Candidate.ID or at its direction); or
        • any breach of the Contract by the Customer (or by any Collaborator).
      • The Customer acknowledges that no liability or obligation is accepted by Candidate.ID (howsoever arising whether under contract, tort, in negligence or otherwise):
        • that the Software shall meet the Customer’s individual needs, whether or not such needs have been communicated to Candidate.ID; or
        • that the operation of the Software shall not be subject to minor errors or defects.
      • Other than as set out in this clause 12, and subject to clause 14.5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
    • Indemnity
      • The Customer shall indemnify, keep indemnified and hold harmless Candidate.ID (on Candidate.ID’s own behalf on behalf of each of Candidate.ID’s Affiliates) from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by it (or any of its Affiliates) as a result of the Customer’s breach of the Contract or use of the Software.
      • Subject to clause 13.2, Candidate.ID shall defend the Customer, its officers, directors and employees against any claim that the use of Software by the Customer in accordance with this Contract infringes any Intellectual Property Rights effective as of the Commencement Date, copyright, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in final or unappealed judgment or settlement of such claims, provided that:
        • ID is given prompt notice of any such claim;
        • the Customer provides reasonable co-operation to Candidate.ID in the defence and settlement of such claim, at Candidate.ID’s expense; and
        • ID is given sole authority to defend or settle the claim.
      • In the defence or settlement of the claim, Candidate.ID may obtain for the Customer the right to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement without liability to the Customer. Candidate.ID shall have no liability if the alleged infringement is based on:
        • a modification of the Software by anyone other than Candidate.ID; or
        • the Customer’s use of the Software in a manner contrary to the instructions given to the Customer by Candidate.ID; or
        • the Customer’s use of the Software after notice of the alleged or actual infringement from Candidate.ID or any appropriate authority.
      • This clause 13 shall survive termination or expiry of the Contract.
    • Limitation of liability
      • The extent of Candidate.ID’s liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 14.
      • Subject to clauses 14.3, 14.4 and 14.5, Candidate.ID’s total liability in howsoever arising under or in connection with the Contract occurring within any contract year shall not exceed the cap. In this clause 14.2:
        • cap means 100% of the total charges in the contract year in which the liability arises;
        • contract year means a twelve (12) month period commencing on the Commencement Date or any anniversary of it during the Term; and
        • total charges means all Fees paid by the Customer under this Contract in respect of Software supplied by Candidate.ID, whether or not invoiced to the Customer. Subject to clause 14.5, Candidate.ID shall not be liable for consequential, indirect or special losses.
      • Subject to clause 14.5, Candidate.ID shall not be liable for any of the following (whether direct or indirect):
        • loss of profit;
        • destruction, loss of use or corruption of data;
        • loss or corruption of software or systems;
        • loss or damage to equipment;
        • loss of use;
        • loss of production;
        • loss of contract;
        • loss of opportunity;
        • loss of savings, discount or rebate (whether actual or anticipated); and/or
        • harm to reputation or loss of goodwill.
      • Notwithstanding any other provision of the Contract, Candidate.ID’s liability shall not be limited in any way in respect of the following:
        • death or personal injury caused by negligence;
        • fraud or fraudulent misrepresentation; or
        • any other losses which cannot be excluded or limited by applicable law.
      • This clause 14 shall survive the termination or expiry of the Contract.
    • Relief

To the maximum extent permitted by law, Candidate.ID shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of the Contract to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.

  • Confidentiality
    • 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 include information that.
      • is or becomes publicly known other than through any act or omission of the receiving party;
      • was in the other party’s lawful possession before the disclosure;
      • is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
      • is required by law, by court or governmental or regulatory order to be disclosed.
    • Each party shall hold the other’s Confidential Information in confidence and, unless required by law, 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 Contract.
    • Each party shall take all reasonable steps to 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 Contract.
    • The Customer acknowledges that the Software, the results of any performance tests of the Software constitute the Supplier’s Confidential Information.
    • ID acknowledges that the Customer Data is the Confidential Information of the Customer.
    • This clause 16 shall survive the termination or expiry of the Contract.
  • Term and termination
    • The Contract shall come into force on the Commencement Date and, unless terminated earlier in accordance with its terms, shall continue for the duration of the Service Period after which it shall automatically renew in accordance with clause 19.
    • ID may terminate the Contract or the provision of any of the Software for convenience on not less than 30 days’ prior written notice to the other.
    • Either party may terminate the Contract immediately at any time by giving notice in writing to the other party if:
      • the other party commits a material breach of the Contract and such breach is not remediable;
      • the other party commits a material breach of the Contract which is not remedied within 20 Business Days of receiving written notice of such breach; or
      • the other party has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 20 Business Days after the other party has received notification that the payment is overdue.
    • Consequences of termination
      • Immediately on termination or expiry of the Contract (for any reason), the rights granted by Candidate.ID under the Contract shall terminate and the Customer shall (and shall procure that each Collaborator shall):
        • stop using the Software; and
        • destroy and delete or, if requested by Candidate.ID, return any copies of the Documentation in the Customer’s possession or control (or in the possession or control of any person acting on the Customer’s behalf).
      • Termination or expiry of the Contract shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of the Contract that is expressly or by implication intended to continue beyond termination.
    • Suspension
      • ID may suspend access to the Software to all or some of the Collaborators if:
        • ID suspects that there has been any misuse of the Software or breach of the Contract; or
        • the Customer fails to pay any sums due to Candidate.ID by the due date for payment.
      • Where the reason for the suspension is suspected misuse of the Software or breach of the Contract, without prejudice to its rights under clause 17, Candidate.ID will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
      • In relation to suspensions under clause 19.1 (b), access to the Software will be restored promptly after Candidate.ID receives payment in full and cleared funds.
      • Charges shall remain payable during any period of suspension notwithstanding that the Customer or some or all of the Collaborators may not have access to the Software.
    • Renewals
      • Subject to clause 20.2, on expiry of the Service Period for the Software, the Service Period shall continue and automatically renew for a further period of 12 months (first Renewal Date) and thereafter renew for further 12 month periods on each anniversary of the first Renewal Date (each of the first Renewal Date and each such anniversary being a Renewal Date).
      • If either party wishes for the Service Period to expire on the next Renewal Date, it may cause the Software to expire on that Renewal Date by notice provided such notice is served at least 2 (two) months prior to that Renewal Date. If notice is not served within the timeframes set out in this clause 20.2, the Software shall renew at the next Renewal Date in accordance with clause 20.1.
    • Entire agreement
      • The Contract constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
      • Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract.
      • Nothing in the Contract shall limit or exclude any liability for fraud.
    • Notices
      • Any notice or other communication given by a party under the Contract shall be:
        • in writing and in English;
        • signed by, or on behalf of, the party giving it (except for notices sent by email); and
        • sent to the relevant party at the address set out in clause 22.3.
      • Notices may be given, and are deemed received by email: on receipt of an email from the correct address.
      • Notices and other communications shall be sent to:
        • in the case of those to Candidate.ID, for the attention of  Customer Success Director at:

customers@candidateid.com; and

  • in the case of those to the Customer, to any email or physical address or contact details provided on or around the Commencement Date (as updated from time to time pursuant to clause 22.4).
  • Any change to the contact details of a party as set out in clause 22.3 shall be notified to the other party in accordance with clause 22.1 and shall be effective:
    • on the date specified in the notice as being the date of such change; or
    • if no date is so specified, 5 Business Days after the notice is deemed to be received.
  • This clause does not apply to notices given in legal proceedings or arbitration.
  • Variation
    • No variation of the Contract shall be valid or effective unless it is:
      • a change to the service or terms made in accordance with clause 7; or
      • made in writing, refers to the Contract and is duly signed or executed by, or on behalf of, each party.
    • Assignation and subcontracting
      • Except as expressly provided in the Contract, Candidate.ID may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Contract.
      • Except as expressly permitted by the Contract, the Customer shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Contract (including the licence rights granted), in whole or in part, without Candidate.ID’s prior written consent.
    • General

Set off

  • Each party shall pay all sums that are due to the other party under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

No partnership or agency

  • The parties are independent and are not partners or principal and agent and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

Severance

  • If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
  • If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

Waiver

  • No failure, delay or omission by either party in exercising any right or remedy provided by law or under the Contract shall operate as a waiver of that right or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy.
  • No single or partial exercise of any right or remedy provided by law or under the Contract shall prevent any future exercise of it or the exercise of any other right or remedy.
  • A waiver of any term, provision, condition or breach of the Contract shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

Costs and expenses

  • Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

Third party rights

  • A person who is not a party to the Contract shall not have any rights under the Contracts (Third Party Rights) (Scotland) Act 2017 to enforce any of its provisions.

Authority

  • Each party represents and warrants to the other that it has the right and authority to enter into the Contract and grant to the other the rights (if any) contemplated in the Contract and to perform its obligations under the Contract.

Governing law

  • The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Scotland.

Jurisdiction

  • The parties irrevocably agree that the courts of Scotland shall have non-exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

 

  • Definitions and interpretation
    • In the Terms:

            Affiliate means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010;

            Business Day means a day other than a Saturday, Sunday or bank or public holiday in the United Kingdom;

            Candidates means any persons whose details are stored within Candidate.ID in addition to anonymous contacts created through the use of the Candidate.ID tracking script;

            Candidate Profile means including the information submitted by a Candidate through the forms or any enrichment carried out through means of a form fill, or any external software application which integrates with Candidate.ID, this may include a summary of the Candidate’s academic background, work experience, technical or product skills and employment history;

            Collaborators means the Customer’s employees and nominated representatives as authorised by the Customer;

            Confidential Information means (a) for the Customer: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information; and (b) for Candidate.ID: all information (whether in oral, written or electronic form) relating to Candidate.ID’s business which may reasonably be considered to be confidential in nature including information relating to Candidate.ID’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Fees, the Documentation and any other technical or operational specifications or data relating to the Software shall be part of Candidate.ID’s Confidential Information;

            Customer Data means all data (including Personal Data) (in any form) that is provided to Candidate.ID or uploaded or hosted on any part of any Software by the Customer or by any Collaborator and in accordance with clause 11;

            Customer Systems means all software and systems used by the Customer or on the Customer’s behalf, or any Collaborator in connection with the provision or receipt the Software or that the Software otherwise, link, inter-operate or interface with or utilise (in each case whether directly or indirectly);

            Data Protection Laws  all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; 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;

            Documentation means:

  • the description of the Software (as updated from time to time), which as at the Commencement Date is the latest version available at candidateid.com; and
  • in respect of the Software, the relevant instructions as to how to use that part of the Software made available by Candidate.ID at candidateid.com (as updated from time to time);

            Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;

            UK GDPR shall have the meaning given to it in the Data Protection Act 2018;

            Intellectual Property Rights means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case; whether registered or not; including any applications to protect or register such rights; including all renewals and extensions of such rights or applications; whether vested, contingent or future; and wherever existing;

            Permitted Downtime means:

  • scheduled maintenance which Candidate.ID shall undertake from time to time;
  • emergency maintenance; or
  • downtime caused in whole or part by Force Majeure.

            Permitted Purpose means use solely for the Customer’s internal business operations and, in respect of each Service, in each case in accordance with the applicable Documentation and the Contract. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:

  • copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of any Software or Documentation;
  • permitting any use of any Software or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any Software or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing;
  • combining, merging or otherwise permitting any Software (or any part of it) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
  • attempting to reverse engineer, observe, study or test the functioning of or decompile the Software (or any part),

except as expressly permitted under the Contract.

            Relief Event means:

  • any breach of the Contract the Customer; or
  • any Force Majeure;

            Renewal Date has the meaning given in clause 21.1;

            Service Period means the period set out in the Contract;

            Services Specification means the specification of services as amended from time to time as further prescribed in Schedule 2;

            VAT means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.

  • In the Contract, unless otherwise stated:
    • the table of contents, background section and the clause, paragraph, schedule or other headings in the Contract are included for convenience only and shall have no effect on interpretation;
    • ID and the Customer are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns;
    • words in the singular include the plural and vice versa;
    • any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
    • a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);
    • a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
    • a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

 

Schedule 2

Services Specification

  • The Software contains the following key features which allow the Customer to browse, screen, track and collaboratively manage its hiring process:
    • the facility to add accounts Collaborators by nominating such individuals to create individual user accounts which permit them to access the Candidate.ID platform on behalf of the Customer;
    • the facility to create hiring campaigns with the view to hiring individuals, informed by their tracked and scored interactions across content either hosted on Candidate.ID or Customer’s website combined with the use of the Candidate.ID tracking script;
    • the facility to upload information about the candidate, either via candidate led form fills, manually adding candidates, syncing with other platforms such as CRMS or ATS, or via the upload of spreadsheets/lists;
    • the ability to publish and export landing pages displaying relevant industry content/media, or job listings where they can be displayed to potential Candidates;
    • access to view the Candidate Profile who engages with any and all content tracked within Candidate.ID; and
    • the ability to create reports on all Candidates data and interactions stored within Candidate.ID including the sharing, uploading and exporting of said reports.

 

Schedule 3

Sub-Processors

The following sub-Processors are deemed to be approved by the Customer:

  1. Daxtra Technologies Limited
  2. Twilio Inc
  3. Twilio SendGrid