Terms and Conditions

(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the User Number;

(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

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

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

(e) the maximum number of Open Jobs at any time shall not exceed the Open Jobs Number;

(f) it shall permit Connected Apps or Connected Apps' designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Client's data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at Connected Apps' expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;

(g) if any of the audits referred to in clause 2.2(f) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Connected Apps' other rights, the Client shall promptly disable such passwords and Connected Apps shall not issue any new passwords to any such individual; and

(h) if any of the audits referred to in clause 2.2(f) reveal that the Client has underpaid Subscription Fees to Connected Apps, then without prejudice to Connected Apps' other rights, the Client shall pay to Connected Apps an amount equal to such underpayment as calculated in accordance with the applicable package offered by Connected Apps at the time within 10 Business Days of the date of the relevant audit.

(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;

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

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

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

(d) subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

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

(f) introduce or permit the introduction of, any Virus or Vulnerability into Connected Apps' network and information systems.

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

(b) unscheduled maintenance performed outside Normal Business Hours, provided that Connected Apps has used reasonable endeavours to give the Client at least 6 Normal Business Hours' notice in advance.

(a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Processing and appropriate technical and organisational measures:as defined in the Data Protection Legislation.

(b) Data Protection Legislation: 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 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

(c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

(d) UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

(a) any complaint or request to exercise their rights from a data subject; or

(b) any correspondence with the Information Commissioner's Office;

(a) act only on the written instructions of the other party (unless required by Domestic Law to act without such instructions);

(b) ensure that all employees, agents and/or contractors Processing Personal Data are subject to a duty of confidentiality no less onerous than that set out in this Agreement;

(c) take all appropriate technical and organisational measures to ensure the security of all Processing in accordance with Article 32 of the UK GDPR;

(d) notify the other party promptly, without undue delay, in the event of a Personal Data Breach for which the severity of such carries a likelihood of risk to data subjects' rights and freedoms to include but emotional, physical, financial or other economic disadvantage, a "Notifiable Breach" or where the other party identifies that such breach has been caused by the other party;

(e) employ a data protection officer if so required in accordance with Article 37 of the UK GDPR;

(f) reasonably assist the other party in meeting its data protection obligations in relation to the security of Processing, the notification of Personal Data Breaches and data protection impact assessments;

(g) submit to audits and inspections providing the other party with all reasonable assistance and information necessary to ensure that both parties meet their obligations as set out in Article 28 of the UK GDPR;

(h) provide full co-operation with supervisory authorities such as the Information Commissioner's Office in compliance with Article 31 of the UK GDPR where applicable; and

(i) at the choice of the Controlling Party, delete or return all Personal Data to the other party upon termination or expiry of this Agreement unless it must be retained by the party in order to comply with any regulatory requirements.

(a) a complaint or a request to exercise their rights, from a data subject; or

(b) any correspondence with the Information Commissioner's Office;

(a) does not warrant that:

(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 Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

(a) provide Connected Apps with:

in order to provide the Services, including but not limited to Client 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 Client responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, Connected Apps may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of 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 Connected Apps, 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 Connected Apps 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 Connected Apps' data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

(a) Connected Apps may, without liability to the Client, disable the Client's password, account and access to all or part of the Services and Connected Apps 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 3% over the then current base lending rate of Connected Apps' bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

(a) shall be payable in pounds sterling;

(b) are, subject to clause 12.3(b), non-cancellable and non-refundable;

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

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(a) the Client is given prompt notice of any such claim;

(b) Connected Apps provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and

(c) the Client is given sole authority to defend or settle the claim.

(a) Connected Apps is given prompt notice of any such claim;

(b) the Client does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Connected Apps in the defence and settlement of such claim, at Connected Apps' expense; and

(c) Connected Apps is given sole authority to defend or settle the claim.

(a) a modification of the Services or Documentation by anyone other than Connected Apps; or

(b) the Client's use of the Services or Documentation in a manner contrary to the instructions given to the Client by Connected Apps; or

(c) the Client's use of the Services or Documentation after notice of the alleged or actual infringement from Connected Apps or any appropriate authority.

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

(b) Connected Apps bears no responsibility for the accuracy of information provided to the Client by Applicants on the Portal and shall have no liability for any damage caused by errors or omissions in such information. The Client bears sole responsibility for validating Applicant credentials.

(c) 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

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

(a) for death or personal injury caused by Connected Apps' negligence; or

(b) for fraud or fraudulent misrepresentation.

(a) Connected Apps 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, wasted expenditure, 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) Connected Apps' total aggregate liability in contract (including in respect of the indemnity at clause 11.2), 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 by the Client during the 12 months immediately preceding the date on which the claim arose.

(a) One party notifies the other party of termination, in writing, at least 30 days before an anniversary of the Effective Date or, where there is a Minimum Term, the end of the Minimum Term, in which case this Agreement shall terminate on that anniversary or, as the case may be, the end of the Minimum Term; or

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

(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 15 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 (if such breach is remediable) fails to remedy that breach within a period of 30 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 (IA 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 IA 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

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

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

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

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

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

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

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

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

(a) all licences granted under this Agreement shall immediately terminate and the Client shall immediately cease all use of the Services and/or the Documentation;

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

(c) Connected Apps may destroy or otherwise dispose of any of the Client Data in its possession unless Connected Apps receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. Connected Apps shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client 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 Client shall pay all reasonable expenses incurred by Connected Apps in returning or disposing of Client 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.