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Your Privacy is Important to Us!

Welcome to inploi!
We are a limited company registered in England and Wales under company number 09674409 and have our registered office at The Old Rectory, Church Street, Weybridge, Surrey, England, KT13 8DE. Our main trading address is 19-23 Ironmonger Row, EC1V 3QW. Our VAT number is GB233026744.

inploi’s mission is to connect the world’s workforce and its employers, helping people to obtain information, to advertise and access job opportunities and, ultimately, to help companies and people to be better informed and more successful. In doing so, we are committed to being transparent about the data that is collected about you, how it is utilised, and what your rights are.

inploi is an online talent attraction technology, services, and resources platform. Employers that we work with and our site visitors use inploi to find and be found for work opportunities, to apply for jobs and to obtain related information.We have put together this document in order to explain our privacy and data protection practices and to highlight your rights under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

This Privacy Policy and any Terms of Use published on our website apply when you use our Services (as described below).This version of the policy was adopted in August 2022


Introduction

All site visitors seeking job opportunities or simply browsing the site are described in this policy as (“Users”).

This policy also provides information relevant to businesses that we have a relationship with as we hold a limited amount of personal data concerning the contacts we have with these businesses as explained below.

Users who are looking for work when uploading a CV or similar document share information about their professional identities (including their work and educational histories, their job preferences and other related information) facilitated through the inploi platform on and through which they learn about, access, and apply for, jobs, and other opportunities with companies whose details we publish.


Services

The inploi Services include but are not limited to the inploi website, inploi mobile applications, inploi widget, inploi customer support systems, inploi technologies wherever they may be (on the internet or otherwise) and all inploi communications via any format (together the “Services”).


The Data Controller

inploi Limited (the registered company operating as inploi, hereafter the “Company”) becomes a controller of certain of your personal data provided by you , in connection with our Services. You can contact us at any time by writing to [email protected] or by submitting a support request via our website by visiting our contact page. As a User of our Services, the collection, use and sharing of your personal data is subject to this Privacy Policy. Where your data is shared with third parties,you are consenting to this by confirming that data may be processed and submitted to the Employer of your choice when prompted to agree to this happening. An Employer to whom your details are passed will become  a controller of that data, subject to the provisions of that Employer’s privacy policy.

In our relationships with Employers and other relevant third parties we have data sharing or processing arrangements in place that take account of the responsibilities we and they will have in the way that personal data is shared and then processed.


Modifications to this Policy

The Company reserves the right to modify this Privacy Policy from time to time or as required. In the event of material changes users will be notified through the Services, or by other means, giving you the opportunity to review any changes. If you object to such changes you should terminate your usage of the Services.

Please view the “Updated from” as the date when this Policy was last revised.  Your continued use of our Services after we publish or send a notice about our changes to this Privacy Policy means that the collection, use and sharing of your personal data is subject to the Privacy Policy current at the time we received your data and is based also on the consent you provided at that time. We may draw your attention to any update to our privacy policy and ask you at that time to consent to your data thereafter being processed in accordance with that updated policy. We encourage you to review this policy periodically. If you do not understand any aspect of it please write to us for clarification at [email protected].

Data Collected by Us

We may invite you to create an account with inploi. You will be offered the opportunity to provide data including your full name, email address, phone number, and a password.

If you register as a customer of inploi in the course of receiving services from inploi, you will be required to include your company name as well.

Employers, as users of our paid-for Services

When registering as an employer we will ask you to provide contact details for individuals that we are to communicate with or who are authorised to communicate with us and will hold that data as a data controller.

Applying for a role

Users may be required to make initial contact with an Employer using a conversational user interface function provided as part of the inploi services.

Personal data that you initially enter through the chat function on our website forms the data that we collect (which may include your CV) will be passed on with your consent to an Employer that you wish to make your job application to. That initial data is only made available to the Employer when you have responded to the prompt confirming that the data may be submitted. The data you have entered via the inploi chat function and the CV may be retained by inploi together with information relating to the job function you are expressing interest in. With your consent this data may be used to create your online professional profile, to be used for further job applications, to connect with other users, and to participate in and interact with the inploi community. We may also use that information to provide you with details of similar job opportunities that may be of interest to you. You will be able to request the deletion of your data or to update your communication preferences at any time.

When you use the Services

We log usage data when you visit and/or use our Services, including our sites, mobile applications, and other platform technologies (e.g., our off-site widgets, communications sent through push, email, text message and other channels, and partner page listings)], such as when you view or click on content or adverts (on or off the Services), perform a search, install or update one of our mobile apps, share content or apply for jobs.


Cookies

We use cookies, device information, IP addresses, operating system, web browser, GPS, web beacons, pixels, advert tags and device identifiers to identify and log usage, as well as promote job listings on third party websites. We may collect information about the sites you visit before and after using our services, as well as your precise location through GPS if you have allowed us to do so. We also use cookies and other similar identifiers to recognize you and/or your devices across different services and devices.

We use this data to provide you with tailored content, relevant job listings, and more personalized services. We may also use this information for analytics and research to improve our services. We may share this information with third parties for advertising and other purposes. Your data is stored securely and we use industry-standard safeguards to protect your data from unauthorized access or use.

Please review our cookie policy available here.


Your Usage of the Services and How We Use Your Data

Points of departure

We use your data to provide, support, personalise, develop and continually improve our Services. The data that is used/how we use it depends on how you use the Services but generally it is utilised to provide you with a better, more relevant experience. For example by showing you better-matched jobs, companies recommendations in order to enhance your experience of the Services by reminding you to take particular actions.

The Services help Users looking for work to access and apply for job opportunities.

Using your location

We may also utilise your location in order to personalise the Services based on your proximity to things including job/education opportunities, other connections, partners etc. or to calculate things like commuting time to job locations.

Communications

Employers may wish to contact Users who have applied for jobs, for instance in order to conduct an interview, to obtain more information about an opportunity or a job application or to follow up on unanswered messages. The company may also contact you in this way in order to assist with and enhance the provision of the Services to our Users. This may include messages about how to best use the Services, reminders, job suggestions, training suggestions, promotional messages from our partners. and important service messages from us for instance with regards to updates to this policy, information about service disruptions, and any communications related to security.

Surveys, support requests and other forms of feedback

We constantly strive to improve the Services and to provide our Users and visitors a better experience. All data received from surveys and user feedback in any form will be utilised to further improve and develop the Services, driving User growth and engagement with the Services, with other people, and with opportunities. You are not obliged to respond to any surveys. When you submit support requests or correspond with the company seeking support we use your communications and other data to investigate, respond to and resolve complaints and Service issues (e.g., bugs).

Industry trends and insights

We may utilise aggregated, anonymised data about our Users and their usage of the Services in order to provide information and insights to our Users and other interested parties. This could include things like wage data, page views, job views, job/vacancy densities, job application numbers, skills requirements and related information.

We may also use your data to gain an insight into a user’s suitability to roles that users apply for, using information such as experience and qualifications referred to in any submitted CV or other document supporting an application you wish to make.


Sharing your information

To third-party service providers

We use third-party service providers to help us provide our Services to you (for example the facilitation of payments, [to enable voice and video calling], to store and process data, to analyse User behaviour etc.) Such third parties will only have access to such information as is necessary to perform their required tasks on our behalf. We shall only use such Services having determined that they have implemented appropriate safeguards for the protection of your data and interests and that in doing so we meet the compliance requirements of Data Protection Legislation...

Job aggregation and third-party platforms

The inploi platform hosts a large number of jobs from all over the world. Many of these job advertisements will be received by us from third parties, in an effort to provide you with the widest range of available opportunities and to give you a more complete view of what jobs are available for you to apply for.

User redirect

If you elect to apply for a third-party job you may be redirected from inploi to the service that we have received the job from. You may be asked whether you wish to create an inploi profile before being redirected. If you elect not to create a profile by you will be redirected immediately. If you choose to create an inploi profile you will be redirected once you have done so]. Having left the inploi Services, your relationship with any third-party site will in any event be governed by their policies and terms of use.

 

Automated off-site applications

Sometimes when you use inploi to access a job with an application process that is hosted outside of our platform we may be able to submit an application on your behalf. If this is possible, we will, as far as possible, use the information you have provided to us to complete the application for you. Where more information is needed you will be prompted to enter this.

Third-party registration and CV submission

In some cases, it will be necessary to register on a third-party site before we are able to complete an application for you. In these instances, we will use the data you have shared with us to create an account on your behalf. We will either use the email address you provided to us (as updated by you) or we will create one for you. Where it is necessary to submit a CV file we may use data provided by you in a CV file that you have uploaded. Your subsequent relationship with any such third-party and the management of any data shared with them shall be governed by their Privacy Policy and any Terms of Use.

When we’re legally required to

We may disclose information about you when doing so is required by law or if we believe that disclosure is necessary to investigate, prevent, or take action regarding suspected or actual illegal activities and/or to assist government enforcement agencies in these instances; to enforce our agreements with you; to investigate and defend ourselves against any third-party claims or allegations; to protect the security or integrity of our Services (such as by sharing with companies facing similar threats); or to exercise or protect the rights and safety of inploi, our Users, personnel, or others. We will notify Users about legal demands for their personal data when we consider it to be appropriate, unless such disclosure is prohibited by law or legal order or when the request is an emergency. We may at our discretion dispute such demands when we believe, that requests for any information are unwarranted, unnecessarily broad, vague, or lacking in proper authority.

In the event of a change of control or sale

We may share your personal data as part of a sale, merger or change in control of the company, or in the preparation for/negotiations around any of these events. Any other entity which buys the company, in part or in full, will have the right to continue to use your data. Any modifications to privacy practices will be dealt with in accordance with this Privacy Policy.

The entity which purchases the company or part of the company will have the right to continue to use your data, but will be in accordance with this Privacy Policy.

Controlling Your Personal Data

For the personal data that we possess, you are able to:

  • ask us to delete your personal data;

  • where we have made an account facility available for you and you have taken advantage of this, amend data, through your account. We can also amend data in some instances, upon your request; or

  • object or narrow the use of all or some of your personal data.

  • exercise all rights that you have as a data subject under Data Protection legislation (see our explanations below)

How long do we hold your data for?

We will retain certain of your personal data for as long as your account remains open on the Services. This includes data that you or others have provided to us and data generated via your usage of the Services. Even if you only use our Services periodically for instance when looking for a new job or when accessing information, we will retain your information and keep your profile open until you decide to close your account with us.

We will delete data that it is not essential for inploi to retain in accordance with our data retention policy a copy of which can be provided on request.

Account Closure

After you close your account, we do keep some of your data. We do this if it reasonably necessary to comply with our legal obligations (including obligations arising under contracts we have with employers, training providers and other third parties) and to meet regulatory requirements.


Your rights under the General Data Protection Regulation

We have put together a guide explaining the General Data Protection Regulation and what rights it confers to people, which is available here. This regulation gives data subjects specific rights, some of which are explicitly outlined below. If you wish to exercise any of these rights please write to us on [email protected] and we shall act upon your request was soon as is practicably possible, having considered your request in accordance with applicable laws.

Your right to access and/or obtain a copy of your data
You can ask us for confirmation about whether personal data concerning you is being processed, including requesting information about what it is, how it is processed, and for what purpose(s).

The right to rectification
You have the right to ask us to rectify any personal data held by us that may be inaccurate. As the majority of data we hold about you will have been provided by you and is editable by you it is likely that you will be able to rectify all data yourself via the Services. Our databases automatically update any Information you edit in your profile, or, in the case of information that you request we edit, as soon as possible when actioned by a member of the team.

The right to erasure
You can ask us to erase all or some of the personal data that we hold about you. In the event of such a request we will delete any of your personal data that we hold, will cease its further dissemination, and will take reasonable steps to halt any third parties who may have your data (obtained from their usage of the Services/ our usage of their Services in accordance with this policy) from processing your data and request its erasure.

The right to data portability
You can ask for a copy of any personal data that you have provided to us (and which we have retained). This will be provided in a commonly used machine-readable format.

The right to object to the use of your data
You have the right to ask us to stop using all or some of your personal data, or to limit our use of it. This for instance includes the use of your data for direct marketing purposes (and profiling to the extent that it is related to such marketing) or in cases where we have no legal right to hold and/or use it.

The right to notification of data breaches
In the event of any data breach that is deemed likely to result in a risk to your rights and freedoms we will notify the Information Commissioner's Office and take such further steps as necessary to mitigate any negative consequences for our Users. We shall endeavour, where in our judgement it is deemed to be appropriate, to inform you of any data breaches.

The right to lodge a complaint
You have the right to lodge a complaint with the supervisory authority in your state of residence, work, or in the region in which you believe that your rights have been infringed upon. In the United Kingdom this authority is the Information Commissioner's Office, further details of which can be found onhttps://ico.org.uk/.


Further Items

Children

inploi is directed towards individuals over the age of sixteen (16) and its use is expressly prohibited by any individuals under the age of thirteen (13). The Company is aware of the application of the Children’s Code and operates its data collection activities appropriately.

The protection of your data

Your inploi account is password-protected so that only you and authorised Company staff have access to your account. In order to maintain this protection, please do not give your password to anyone. We endeavour to ensure the protection of your information, for instance through using HTTPS and the regular monitoring of our system for vulnerabilities and attacks. Nevertheless, we do not warrant the security of any information that you send to us or that your create through your usage of the Services. We do not guarantee that data may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or organisational safeguards.

Third country data transfers

We utilise a number of cloud-based Services (including our servers) which may not be based in the country in which you are accessing the Services (or within the EU) and which may result in your data being transferred between various countries.

Countries in which we process or hold your data may have laws that are different to those of your own country and may not be regarded as providing protection to a standard deemed by the United Kingdom to be adequate... As far as is possible in these situations we undertake reasonable due diligence on the service provide concerned and will take steps to ensure that the processing of your data is safeguarded either through the inclusion of standard contractual clauses approved by the Information Commissioner’s Office in our contract with the third parties or through negotiated terms and conditions that provide appropriate protection.

As far as is possible we will seek to ensure that they contain protections equivalent to the those under the UK GDPR.

The services we use are summarised here with links to the service providers’ privacy notices.

Direct marketing

In some instances, we may have data that has not been obtained directly from Users via the Services. This includes data that we may have obtained via third-party platforms through which you have provided your information, for example in applying for job opportunities distributed to our partner network or where our roles have been ‘scraped’ by others and you have applied via their Services. We may extract your information and contact you where we have a reasonable belief, based on the source of such data and the context of its acquisition, that you would have an interest in the Services we provide, and we have determined that informing you about the Services taking into account balance of interests would not be detrimental to you. All communications will clearly show that they are from us, include our address and contact details, and contain a clear opt-out / unsubscribe option. We will only use such data where we have a legitimate business interest to do so, taking into account the balance of interests having regard to your privacy, and where we reasonably believe that you would not be surprised to receive communications from us.

Legal bases for processing your data

We collect and process your personal data where we have a legal basis to do so. These lawful bases include:

Consent - where you have given your consent, generally by agreeing to be bound by our privacy policy and terms and having acknowledged that we have made available our cookies policy);

In the Performance of a Contract - to which you are a party (for example in our provision of the Services to you) or where inploi holds contracts with third parties where inploi is acting a Data Processor. In these cases inploi may have a contractual obligation to use your Personal Data in a way that you have consented to with the third-party; and where we (or a third-party) have a Legitimate Interest to do so (provided this is not overridden by your rights/interests).

When otherwise in our legitimate interests – this may include processing in order to provide the Services, for instance, enabling Users to have their personal information stored with inploi facilitating the making of future job applications and use in other ways that the inploi site may facilitate to connect and communicate with Employers, to protect you, us and others from fraud or other threats; to enable us to administer and improve our business and customer relationships;

in compliance with laws that we are bound by and to pursue our legal interests - and in effecting transactions that affect the ownership of our or other businesses.

We may also process your data for direct marketing where doing so is in our legitimate interests as a provider of recruitment Service and we have consider that you may be interested in the job opportunities or other information that we provide to you.. In such instances you will at all times be able to request that we do not contact you by unsubscribing from any communications.

Where we rely on your consent to process your data you have the right to withdraw this consent at any time and where we rely on legitimate interests you have a right to object as detailed above. In order to withdraw your consent for the processing of some or all of your data please adjust your settings, delete your account or contact [email protected], as appropriate. We explain how to manage cookies in our cookie policy.

If you do not provide personal data

There are no statutory or contractual obligation placed on you to provide personal data to inploi. However, should you not provide the requisite information, inploi may not be able to provide certain aspects of our Service to you.

If you have concerns about our processing of your personal data

We provide below our contact details for personal data and other enquiries. You are welcome to use these at any time. However, should you wish to contact the Information Commissioner’s Office you are entitled to do so. Details can be found at www.ico.org.uk.

However we always welcome the chance to discuss with you in the first instance.


Closing Remarks

We hope that this policy has given you a concise, clear understanding of, amongst other things, what data we collect about you, how and why we utilise your data, and what rights you have with regards to your data. We take our obligations as a data controller seriously and endeavour to be compliant with the relevant legislation and ethical considerations at all times. If you have any questions, queries, complaints or wish to contact us about anything contained herein or otherwise related to matters of privacy and data security please do not hesitate to contact us at [email protected] or by post to: inploi, 19-23 Ironmonger Row, EC1V 3QW.

Data Sharing

Terms and conditions applicable to data sharing and data processing in connection with the provision by inploi of recruitment technology services

INTRODUCTION

A) inploi is a provider of online services that support employers seeking to advertise job opportunities and/or undertake recruitment campaigns, offering a dedicated landing point and application experience for individuals interested in work and career opportunities.

(B) Inploi and the Company have entered into a contract (“the Services Contract”) which comprises the terms and conditions of business of inploi and one or more Order Forms under which inploi is to provide Services to the Company. In order to assure the lawful performance of the Services Contract inploi is required to facilitate the procurement and the processing of personal data which is then made available to the Company.

(D) These terms and condition constitute a legally binding framework for the procuring and sharing of personal data by inploi in connection with the Agreed Purpose (as defined below) when providing Services to the Company. This document is referred to as the “Data Addendum” and forms part of the Services Contract.


INTERPRETATION
1.1 In this Data Addendum the following words and expressions have the following meanings:

Agreed Purpose

processing of personal data for the purpose of the proper performance of the Services Contract.

Article

an article of the UK GDPR.

Company Data

data provided to the Company by inploi under instructions from the Company in connection with performance of the Services Contract as described at paragraph 2.2 of the Schedule to this Data Addendum.

Data Protection Law

1. the Data Protection Act 2018 to the extent that it relates to processing of personal data and privacy;
2. the Privacy and Electronic Communication (EC Directive) Regulations 2003; and
3. the retained EU law version of the General Data Protection Regulation (Regulation (EU) 2016/679) (“UK GDPR”),
each as amended and updated from time to time. 

Data Sharing Code of Practice

the Code of Practice published by the UK Information Commissioner on 14 September 2021 pursuant to s125 of the Data Protection Act 2018.

Data Subject Request

a request from a data subject relating to the exercise of his or her legal rights under Data Protection Law.

Shared Personal Data

the personal data to be shared by inploi under this Data Addendum as described at paragraph 2.1 of the Schedule to this Data Addendum.

SPoC

the person appointed by each Party pursuant to Clause 2.4.

Term

Such period as the Services Contract is in effect subject to any obligation under this Data Addendum which is expressed to continue thereafter so continuing.

Working Days

means Monday to Friday excluding any bank and Statutory holidays in England when banks in London are closed for business.

1.2. The terms “personal data”, “data breach”, “data subject”, “processor”, “controller”, “processing”, “personal data, “pseudonymisation” and “supervisory authority” will have the meanings given them by Data Protection Law.

1.3. Unless the context otherwise requires references to persons shall include natural persons, bodies corporate, unincorporated associations, governments, states, trusts and partnerships, in each case whether or not having a separate legal personality.  References to the word “include” or “including” are to be construed without limitation.

1.4. References to Schedules and Clauses are to the schedules and clauses of this Addendum unless otherwise specified.

1.5. References in this Data Addendum to any statute or statutory provision (“legislation”) include a reference to that legislation as amended, extended, consolidated or replaced from time to time and include any former legislation which it re-enacts, consolidates or replaces and any order, regulation, instrument or other subordinate legislation made under the relevant legislation.

1.6. Any reference to “writing” or “written” includes email but does not include any other electronic form of communication including any digital format.

1.7. Terms set out in the Services Contract where used in this Data Addendum shall be construed in like manner unless expressly stated to the contrary.


AGREED PURPOSE

2.1. The Parties consider the procuring and subsequent provision of personal data to the Company is necessary in order to achieve the Agreed Purpose.  The aim of the data sharing and procuring and provision of Company Data to the Company is to facilitate the transfer of expressions of interest and other related data from potential candidates who may seek employment with the Company.  The data sharing will benefit individuals through the ease with which access to work opportunities become available.

2.2. The Company acknowledges that it may only process Shared Personal Data in a manner that is compatible with the relevant privacy policy of the Company as made available to inploi and accessible accordingly to individuals whose data inploi thereupon processes subject to the Company obtaining in a lawful manner any further consents that it requires from data subjects. The Company shall not process Shared Personal Data in a way that is incompatible with the Company’s relevant privacy policy without subsequently securing additional rights to do or using any other lawful basis for processing available to the Company under Data Protection Law.

2.3. The Company agrees to process Company Data in compliance with Data Protection Law and in a manner provided for by a privacy policy that is notified to and accessible by data subjects at the point of collection of the personal data by inploi.

2.4. Each Party shall appoint a single point of contact with responsibility for the administration of this Addendum and oversight of the processing hereunder, in the case of inploi as set out in the Schedule and in the case of the Company as set out in any Order Form or otherwise notified in writing by the appointing Party to the other Party.

DATA PROCESSOR OBLIGATIONS
3.1. Schedule 1 describes the subject matter, duration, nature and purpose of processing and the personal data categories and data subject types which inploi may process under this Data Addendum in connection with the Agreed Purpose.
3.2. Inploi shall comply with all applicable requirements of Data Protection Law.
3.3. This Addendum is in addition to, and does not relieve, remove or replace, Inploi’s obligations under Data Protection Law.
3.4. Without prejudice to the generality of Clause 3.3, Inploi undertakes:
3.4.1. to process the Company Data and where for the benefit of the Company, Shared Personal Data under documented instructions except insofar as required to do otherwise by Data Protection Law.
3.4.2. to treat as documented instructions associated with the performance of the Services the purpose(s) specified in the Schedule to this Data Addendum.  If Inploi considers, in its opinion, that an instruction breaches Data Protection Law or any other law in relation to the processing of the personal data, it shall immediately inform the Company.  In addition, if Inploi is required by any Data Protection Law to process personal data in a manner not anticipated by the Company’s instructions, inploi shall promptly notify the Company of this before performing the processing required, unless the law prohibits the Data Processor from notifying the Company;
3.4.3. to 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, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
3.4.4. to ensure that all personal data is kept confidential;
3.4.5. to ensure that all personnel who have access to and/or processes personal data are obliged to keep the personal data confidential and have undertaken the necessary training in relation to handing personal data;
3.4.6. not to transfer any personal data outside of the United Kingdom unless the United Kingdom government have adjudged the date protection laws of the territory to which such data is transferred to be adequate in its protection of personal data and the transfer is made in a manner that is lawful under Data Protection Laws unless in any other case the following conditions are fulfilled:
3.4.6.1. the Company or Inploi on its behalf has provided appropriate safeguards in relation to the transfer;
3.4.6.2. the data subject has enforceable rights and effective legal remedies;
3.4.6.3. the relevant data processor complies with its obligations under equivalent data protection laws in that territory by providing an adequate level of protection to any personal data that is transferred; and
3.4.6.4. the relevant data processor complies with reasonable instructions notified to it in advance by inploi on behalf of the Company with respect to the processing of the personal data;
3.4.7. to assist the Company at the Company’s cost, in responding to any request from a data subject If a data subject contacts inploi to exercise any of their rights in respect of their personal data where the request includes a request for Company Data, then inploi shall promptly notify (and in any case no later than three Working Days after receipt of the request) to the Company’s SPoC;
3.4.8. to notify the Company’s SPoC without undue delay (but in any event in all cases within 48-hours) on becoming aware of a data breach that concerns or includes Shared Personal Data obtained in connection with the provision of the Services or Company Data.  The notification must be accompanied by any useful information to allow the Company, if necessary, to notify the data breach to the relevant supervisory authority.  As a decision of the Company after having first consulted with inploi the Company shall have responsibility for the notification of the data breach to each of the affected data subjects.  The information to the data subjects may describe, in clear and plain language, the nature of the data breach and (i) the contact details where more information can be obtained; (ii) the likely consequences of the data breach; and (iii) any measures taken or proposed to be taken by the Company to address the data breach and mitigate any possible adverse effects;
3.4.9. to assist the Company in performing impact assessments and consultations with supervising authorities and regulators;
3.4.10. to maintain complete and accurate records and information to demonstrate its compliance with this Addendum and allow for audits by the Company or the Company’s designated auditor;
3.4.11. to notify the Company of the name and contact details of its data protection officer if it has appointed one in accordance with Data Protection Law;
3.4.12. to promptly provide the Company with notice and full details of any compensation claim that it receives from any person relating to processing of personal data that is either Shared Personal Data or Company Data, and not make any admission of liability not agree any settlement or compromise of the relevant claim (to the extent that it concerns any alleged disclosure of Company Data) without the Company’s prior written consent and in relation to Shared Personal Data act reasonably and only in accordance with legal advice make any admission in relation to Shared Personal Data nor agree any settlement or compromise of the relevant claim, and to consult fully with the Company prior to taking any action; and
3.4.13. to indemnify the Company against any direct loss or damage (but not loss of profit or any consequential loss) that it suffers in relation to any breach by inploi of its obligations under this Addendum.
3.5. inploi further undertakes:
3.5.1. not to engage another person to process any of the Company’s personal data (a “sub-processor”) without the Company’s prior specific or general written authorisation;
3.5.2. in the case of a general written authorisation, to inform the Company of any intended changes concerning the addition or replacement of any sub-processor (and allow the Company reasonable opportunity to object to such change);
3.5.3. to ensure that its sub-processor(s) are engaged on terms equivalent to those to which inploi is itself subject under this Schedule (and any other confidentiality or similar obligations contained in this Addendum);
3.5.4. to ensure that any sub-processor provides sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of Data Protection Law (including the requirements relating to security, integrity and confidentiality); and
3.6. where a sub-processor fails to fulfil its data protection or confidentiality obligations, inploi agrees that it remains fully liable to the Company for the performance of (or failure to perform) those obligations.
SHARED PERSONAL DATA

4.1. Each Party shall, when processing Shared Personal Data:

4.1.1. ensure compliance with Data Protection Law at all times;

4.1.2. without prejudice to the generality of the foregoing comply at all times  with relevant requirements of the Data Sharing Code of Practice

4.1.3. process Shared Personal Data only on the basis of a lawful ground for processing as set out in Article 6 or Article 9 as applicable,
and each Party’s lawful grounds for processing, and legal power under which it is permitted to share the Shared Personal Data in connection with this Addendum is set out in the Schedule.

4.2.1. obtain that consent in a lawfully appropriate form; and

4.2.2. cease processing and notify the other Party as soon as reasonably practicable in the event that any data subject withdraws their consent for the processing.

4.3. The Shared Personal Data processed by the Company must not be irrelevant or excessive with regard to the Agreed Purpose. 

RIGHTS OF DATA SUBJECTS

5.1. Each Party shall, in respect of Shared Personal Data, ensure that it provides clear and sufficient information to the data subjects of the purposes for which it will process their personal data, the legal basis for such purposes and such other information as is required by Article 13.

5.2. Notwithstanding that each Party remains responsible for compliance with its obligations in respect of the rights afforded to data subjects under Data Protection Law, if a Party (the “Requested Party”) receives a Data Subject Request, the other Party (the “Assisting Party”) shall (without undue delay and taking into account the duty of the Requested Party to respond to the data subject within one month) provide the Requested Party with any information and assistance reasonably required by the Requested Party in order to comply with its obligations in respect of the Data Subject Request.

5.3. Subject to the obligations of the Assisting Party under this Clause 5, the Requested Party shall be responsible for ensuring that Data Subject Requests received by it are responded to in compliance with Data Protection Law.

5.4. Each Party shall maintain a record of Data Subject Requests, the decisions made and any information that was provided to the data subject in response to Data Subject Requests.

DATA RETENTION

6.1. The Company shall not retain or process Shared Personal Data for longer than is necessary to carry out the Agreed Purposes save that the Company may:

6.1.1. store such copies as it is required to store to comply with a requirement imposed by applicable law to the extent necessary to meet that requirement. 

6.1.2. store and further process the Shared Personal Data under conditions lawfully permitted where it has assumed responsibility as a Data Controller in respect of that Shared Personal Data.

6.2. Notwithstanding Clause 6.1, the Company may continue to retain Shared Personal Data in accordance with any statutory or professional retention periods applicable in its respective countries and/or industries.

6.3. Subject to Clauses 6.1 and 6.2, the Company shall ensure that any Shared Personal Data are (at inploi’s option) deleted or returned (along with any copies of the same) upon:

6.3.1. processing of the Shared Personal Data by the Company no longer being necessary for the Agreed Purposes;

6.3.2. termination of this Addendum; or

6.3.3. expiry of the Term,
and the Company shall on request certify to inploi in writing that it has deleted or returned such personal data in accordance with this Clause 6.

TRANSFERS

7.1. For the purposes of this Clause 7, transfers of personal data shall mean any sharing of Company Data by inploi with a third party, including subcontracted processing of, and granting a third party controller access to, the Shared Personal Data.

7.2. inploi’s sub contractors at the date of this Data Addendum are as set out in inploi’s privacy notice.

7.3. inploi shall not transfer Company Data that it processes under the Company’s documented instructions nor shall the Company transfer Shared Personal Data that it processes to a third party unless:

7.3.1. it has a written contract in place with such third-party imposing conditions on the third party that are at least equivalent to the that Party’s obligations under this Data Addendum;

7.3.2. where the third party is located outside the EEA, either:

7.3.2.1. the United Kingdom government has determined that the country or organisation to which the personal data is to be transferred ensures adequate protection under Article 45;  or

7.3.2.3. one or more of the derogations in Article 49 applies
and that appropriate safeguards are taken in accordance with the requirements of UK GDPR or otherwise under arrangements made with the consent of the Company;

7.3.3. In the case of transfers to a third-Party data processor, it complies with Article 28 and Article 30,
and in respect of any transfer the relevant Party shall remain liable to the other Party for the acts and omissions of the third Party.

SECURITY AND TRAINING

8.1. The Parties shall implement and maintain appropriate technical and organisational measures to:

8.1.1. prevent unauthorised or unlawful processing of, and accidental loss or destruction of, or damage to, personal data and in the case of inploi the Company Data; and

8.1.2. ensure a level of security appropriate to the risk and the nature of the personal data, and to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction or damage.

8.2. In assessing the appropriate level of security measures to be taken under Clause 8.1 above, each Party shall take account of the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.

8.3. Each Party shall subject to clause 3.4.8 in the case of inploi comply with its obligations to report any data breach to the appropriate supervisory authority and (where applicable) data subjects under Article 33, and shall each:

8.3.1. inform the other Party of any data breach without undue delay irrespective of whether there is a requirement to notify any supervisory authority or data subject(s), and thereafter provide details of the data breach including, where possible in the case of Shared Personal Data, the categories and  approximate number of data subjects and in the case of inploi where relevant  Company Data concerned, the likely consequences of the data breach, and the measures it has taken or proposes to take in to address and mitigate the data breach;

8.3.3. maintain a record of data breaches, the data and data subjects affected, and the actions taken in response to the data breach.

8.4. Each Party shall ensure that its employees and any other persons with access to the Shared Personal Data and in the case of inploi the Company Data:

8.4.1. have received, and shall continue to receive on a regular basis, appropriate training in their and the Company’s obligations under Data Protection Law and in the care and handling of personal data, and that they have been appropriately trained to handle the personal data in accordance with the technical and organisational measures implemented in accordance with Clause 8.1; and

8.4.2. are subject to binding obligations of confidentiality relating to the processing of personal data.

TERM

9.1. This Data Addendum shall continue until the expiry of the Term as applicable to the Services Contract or until it is terminated earlier in accordance with its terms.

9.2. The Parties shall review the effectiveness of this data sharing initiative every 12 months, having consideration to the aims and purposes set out in Clause 2.1 and the Agreed Purpose.  The Parties shall continue or where appropriate vary this Data  Addendum, as agreed between the Parties depending on the outcome of this review.

9.3. Each Party reserves the right to inspect the other Party’s arrangements for the processing of personal data (save that neither Party shall be required to disclose or permit access to any of its or any third party’s confidential information) and to terminate this Data Addendum and the Services Contract where it considers that the other Party is not processing personal data in accordance with this Data Addendum.

SUPERVISORY AUTHORITIES

Each Party shall cooperate with any requests made by a supervisory authority in connection with this Data Addendum and shall notify the other Party in writing as soon as reasonably practicable of the content of and response to any such request.

LIABILITY
11.1 Each Party shall bear its own costs of performing this Data Addendum
11.2. Each Party undertakes to indemnify the other Party and defend at its own expense the other Party against all costs, claims, damages or expenses incurred by that Party or for which that Party may become liable due to any failure by the other Party or its employees, subcontractors or agents to comply with any of its obligations under this Data Addendum or Data Protection Law and as to the consequences of any Data Breach the cause of which is substantially a failure on the part of the indemnifying party to comply with its obligations under this Data Agreement.
11.3. Any limitation of liability set forth in the Services Contract will not apply to this Addendum indemnity or reimbursement obligations.
GENERAL

Conflict

12.1. If there is an inconsistency between any of the provisions of this Data Addendum and the provisions of:

12.1.1. the Services Contract; or

12.1.2. any later agreement (including any Order Form under the Services Contract) entered into between the parties;

the provisions of this Data Addendum shall remain in force and take priority.  This Clause 12.1 shall apply unless any such later agreement is in writing and expressly and specifically:

12.1.3. refers to this Data Addendum; and

12.1.4. states how it is to be superseded, extinguished or varied. 

These requirements shall not be satisfied by such later agreements simply stating that they supersede or extinguish earlier agreements, statements or representations between the Parties.

Notices

12.2. Any notice required or permitted to be given by either Party to the other under this Data Addendum shall be in writing addressed to that other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this Clause to the Party giving the notice and may be delivered personally, by first class recorded delivery post or first class airmail letter.  A notice shall be deemed to have been served, if personally delivered, at the time of delivery or (if sent by first class recorded delivery post) forty-eight hours after posting or (if sent by first class airmail letter) ninety-six hours after posting.

Variation

12.3. No variation of this Data Addendum shall be of any effect unless it is agreed in writing and signed by or on behalf of each Party.

Third Party Rights

12.4. No third party shall have the right to enforce any provision of this Data Addendum pursuant to the Contracts (Rights of Third Parties) Act 1999.

Waiver

12.5. No waiver of any right or remedy under this Data Addendum shall be deemed to be a waiver of any subsequent or other right or remedy and no failure to exercise or delay in exercising any right or remedy under this Data Addendum shall constitute a waiver of that right or remedy.  No single or partial exercise of any such right or remedy shall preclude or impair any other or further exercise of it or the exercise of any other right or remedy provided by law or under this Data Addendum.

Invalidity

12.6. If any provision is or becomes illegal, invalid or unenforceable in any respect, the legality, validity or enforceability of the remaining provisions of this Data Addendum shall not in any way be affected or impaired by it and the provision shall apply with such deletions as are necessary to make it legal, valid and enforceable.  If any provision or part-provision is deemed deleted under this Clause 12.6 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 and any failure to so agree is to be regarded a dispute to be resolved under the terms of the Services Contract.

Entire Agreement

12.7. This Data Addendum is supplemental to the Services Contract and constitutes together with the Services Contract and any Order Forms entered into under the Services Contract the entire agreement between the Parties relating to its subject matter and supersedes and extinguishes any drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the Parties in connection with the subject matter of this Data Agreement.  Each of the Parties acknowledges and agrees that in entering into this Data Agreement it does not rely on, and shall have no remedy in respect of, any undertaking, promise, assurance, statement, representation (whether innocent or negligent), warranty or understanding (whether in writing or not) or any person (whether party to this Data Agreement or not) other than as expressly set out in this Data Agreement.

No Partnership/Agency

12.8. Nothing in this Data Addendum is intended to or shall operate to create a partnership between the Parties, or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other Party in any way.

Governing Law and Jurisdiction

12.9. This Data Addendum and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England. Each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any such dispute or claim.

SCHEDULE

Data Sharing Details

1. Agreed Purpose of the Processing and Subject Matter

The facilitation of the introduction of individuals expressing interest in work and career opportunities with the Company. The subject matter of the processing under this Data Addendum is the applicant’s personal data.

2. Categories of Personal Data to be Processed

2.1. The Shared Personal Data includes the following categories of personal data:

2.1.1. Name (first and last)

2.1.2. Email address

2.1.3. Telephone number

2.1.4. Location data including postcode

2.1.5. Job/Work preferences

2.1.6. Communication preferences

2.1.7. User behaviour

2.2. The Company Data is:

2.2.1. Tracking information relating to the data subject’s site visit

2.2.2. Resume CV files and/or data

2.2.3. Uploaded images and videos

2.3. The Shared Personal Data will not include special category data

3. Categories of Data Subjects
Prospective candidates seeking work and career opportunities with the Company

4. Lawful Grounds for Processing relevant to this Data Addendum

4.1. Inploi
Preparation for and the performance of a contract with the Company

4.2. Company
Legitimate Interest 

5. Retention Periods
In the case of the Company not to exceed 12 months in relation to Shared Personal Data unless the Company assumes responsibility as a Data Controller in respect of that Shared Personal Data.

6. Single Point of Contact

Daniella Willberg
DPO, Finance & Operations Manager
+44 (0) 7366 711 670
[email protected]

6.2. For the Company as detailed in any Order Form relating to the provision of the Services.

Terms and Conditions

These terms and conditions (“the Terms”) were last updated on 15th May 2024 and are applicable to customers with new subscriptions on and after that date. The Terms shall have effect one month subsequent to this date in relation to existing customers of inploi with the Terms substituting at that time for the then current Terms applicable to inploi’s customers.

Introduction
These Terms and Conditions (the “Terms”) will govern your access to and use of inploi’s Services. The Terms, alongside any Order Forms that are in effect, will together form the basis of your legal relationship with inploi, with the specific services to be provided to you and the fees you will incur for those Services being (together with other relevant detail) set out in any Order Form(s).
Definitions used in these Terms can be found at Appendix 1, along with a number of rules as to how the Terms will be interpreted which are to be found at Appendix 2.
The template Order Form can be found at Appendix 3.
Who we are:
1.1. Inploi ‎‎‎‎‎‎‎‎Limited is a registered company in England and Wales with company number 09674409 and with registered address at The Old Rectory Church Street Weybridge Surrey KT13 8DE. We will be referred to as “inploi” throughout the Terms and references to "we", "our" and "us" are also references to inploi.
How we will refer to you:
2.1. Throughout the Terms we will refer to you as both “the Company” and “You”.

2.2. When we are referring to both you and us together, we will refer to us collectively as “the Parties”.
When these terms will apply:
3.1. A completed Order Form as provided by inploi to the Company signed (including by Docusign or with any other type of electronic signature) on behalf of the Company will be regarded as an offer to purchase the Services.

3.2. This offer will be deemed to be accepted and the contract between us (“Contract”) comes into force once both parties have signed the Order Form. Signing of the Order Form may be in any form accepted by the Parties including by counterpart or through DocuSign or other digital procedure for contracting.

3.3. The date inploi signs the Order Form (including when signing electronically) shall be the “Commencement Date” for the relevant order.

3.4. Any correspondence between the Parties, whether written or oral prior to this point, including any quotations from inploi or offers to pay a certain price by the Company will not be regarded as offers to enter into a contract or subsequently in relation to any further Order Forms entered into.

3.5. The Terms will continue to apply until all Order Forms expire, are terminated or the Contract between the Parties is terminated in accordance with the Terms.

3.6. The Terms will apply to the exclusion of any other terms that the Company seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3.7. In sending inploi a completed Order Form you are waiving any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Company that are inconsistent with the Terms.
Application of the agreed terms:
4.1. Where so provided in the Order Form the Services are provided to:

4.1.1. the Company; and

4.1.2. any Connected Entity as named in any Order Forms.

4.2. In the event that clause 4.1.2 has application the Company represents and warrants that it is authorised by any Connected Entity referred to in that subclause to agree to the terms of the Order Form and to enter into them accepting in doing so joint and several liability with that company concerning all duties and liabilities that arise under the Contract.

4.3. Should there be any contradiction in any stated terms the following order of priority is agreed to apply:

4.3.1. the Order Form(s) relating to the Services that are to be or are being provided; and

4.3.2. the Terms.
Our commitments to you
5.1. We will:
5.1.1. undertake all preparatory activities required in order to provide any part of the Service including, where forming part of the Service, the implementation of any sub-domain of the inploi website to serve as a portal for the Company’s benefit;
5.1.2. maintain throughout the period in which any relevant Service is being provided the portal implemented for the Company (where this forms part of the Services) and ensure (subject to Force Majeure and any interruptions arising to which clause 5.8applies) continuous availability of the portal;

5.1.3. use reasonable endeavours to make the Services you order (being any of the Attract Service, the Convert Service and the Analyse Service) in each case where these have been requested by the Company in an Order Form available (subject to clause 5.2) 24 hours a day, 7 days a week;

5.1.4. use reasonable endeavours to achieve all milestones agreed with you in connection with the implementation of the Services;

5.1.5. keep you the Company advised of progress in the provision of the Services providing such information in accordance with such timelines as we agree with You from time to time;

5.1.6. provide and procure the provision of the Services in accordance with all relevant laws and regulations applicable to inploi and its provision of the Services;

5.1.7. without prejudice to the generality of clause 5.6:

5.1.7.1. ensure that inploi holds all necessary consents, permissions and licences that inploi may require in order to provide the Services;

5.1.7.2. maintain at all times security standards, data back up and disaster recovery arrangements that are in accordance with good industry practice;

5.1.7.3. maintain at all times all rights and licences offered, granted and hereafter to be granted under the Terms; and

5.1.7.4. comply with any further obligations agreed between the Parties under any further Order Form agreed after the Commencement Date.

5.2. The availability of the Services is subject to any downtime required by inploi or any of our suppliers in order to undertake maintenance to systems used or accessed by inploi in connection with that provision. inploi shall use reasonable endeavours to provide advance notification of such downtime and in particular is committed to undertaking routine and other planned maintenance outside of the hours of 9:00 to 17:00 Monday to Friday. inploi shall not be in breach of the Terms in the event that there is any failure to provide the Services or any part of the Services where the reason for that non provision is any circumstances requiring unplanned maintenance. inploi shall use reasonable endeavours to ensure any maintenance required to be undertaken during normal working hours is undertaken with a view to minimisation any impact upon the Services.

5.3. It is agreed that inploi acts as disclosed agent in its dealings with third parties and the Company agrees to indemnify inploi in full against any liabilities that may arise of whatsoever nature by reason of inploi conducting the social media activities on your behalf unless such liability arises wholly or substantially in consequence of any breach of the Terms by inploi. The Company may amend any Attract Marketing Budget agreed with you from time to time at its discretion provided reasonable notice is provided to inploi and such amendment does not require inploi to cancel any commitments already made to third parties relating to the spend of any Attract Marketing Budget.

5.4. inploi shall by reference to any current Attract Marketing Budget maintain and make available to you the Company through an online facility a record of the marketing costs incurred on your behalf of the Company for any Attract Services provided. Inploi shall update the online record as regularly as reasonably practicable.

5.5. Inploi shall retain in its client account all monies received from the Company pursuant to clause 6.2 until such time as any amount is committed to any specific marketing initiative and shall thereupon withdraw only such sums as are required to meet the liability arising.
Your obligations to inploi
6.1. You agree to provide to inploi digitally and in such formats as inploi reasonably require, those elements of the Company Content required by inploi in order to undertake any preparatory work prior to any part of the Service “going live” and all subsequent updates to the Company content. The Company shall review and provide comments and approvals of any material (such as design work) prepared by inploi in the course of providing any of the Services where that material is to be used by inploi in the course of inploi’s provision of the Services.

6.2. In consideration of the agreement of inploi to undertake to act as agent for the Company in relation to the procurement of media advertising placement, you agree to provide advance payment (to be held by inploi in a client account as agent for the Company) of amounts comprising an Attract Marketing Budget to be committed by inploi in the course of the provision of the Attract Service by such dates as inploi specify.  Any delay in the receipt of any funds due under this sub-clause may delay or cause inploi (at its complete discretion) to cancel any proposed marketing activity but without prejudice to inploi’s right to receive Media Commission in relation to that expenditure commitment which right shall continue to be a liability of the Company owed to inploi.

6.3. Decisions relating to the allocation of any Attract Marketing Budget are (unless expressly required by the Company and confirmed in writing to inploi) at the discretion of inploi exercisable with due care having regard to the Company’s recruitment objectives that inploi is aware of.

6.4. Subject to any rights of the Company to terminate the Contract or an individual Order Form, the Company shall not for so long as the Attract Service is being provided withdraw the authority of inploi to act as its agent in relation to the procurement of media advertising placement.

6.5. It is agreed under these Terms that amounts stated in the Order Details part of any Order Form include any Media Commission payable to inploi.  Immediately upon receipt of any invoice payment made by the Company, inploi shall be entitled to apportion for its own benefit the amount constituting the Media Commission (together with such amount chargeable to the Company as VAT and/or any other taxes).

6.6. The Company shall cooperate with inploi in the performance of the Services (including all preparatory steps required with a view to inploi providing any of the Services) and during the period in which the Services are provided shall promptly supply inploi with all information reasonably required by inploi for the purpose of providing the Services and carry out in a timely manner all administrative and other activities (including timely provision of Company Content) associated with the provision of the Services that are the responsibility of the Company.

6.7. The Company shall have at all times an individual(s) for inploi to work with during all periods in which work is being undertaken to implement the requirements of an Order Form (the “Company Project Manager”). The Company Project Manager will arrange status meetings with the Company’s project team and the inploi team to track project progress and issues, and consider and obtain authorisation for any additional work required that may be out of scope of any existing Order Form.

6.8. The Company acknowledges that it may be necessary for the scope of services provided under an Order Form to be expanded or amended. Any revisions to an Order Form and any additional resource requirements of inploi and revisions to charges then arising shall be agreed in writing between the Parties.

6.9. The Company may only use the Services and inploi Content for the Company’s own internal, lawful business purposes (including complying with laws related to unsolicited electronic messages), but only insofar as necessary for the scope and purpose as described in the Order Form.

6.10. The Company will attend such meetings as inploi (acting reasonably) may request ensuring that individuals attending such meetings are relevant and with appropriate seniority taking into account any agendas agreed between the Parties at the time the meetings are convened.

6.11. The Company shall not:

6.11.1. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under these Terms; or

6.11.2. introduce or permit the introduction of, any Virus or Vulnerability into the Supplier’s network and information systems; or

6.11.3. 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 the Terms :

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

6.11.5. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software included within the Services.

6.12. The Company shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

6.13. Unless expressly provided otherwise by agreement between the Parties (confirmed in the relevant Order Form) the rights provided under this clause 6 are granted to the Company only and shall not be considered granted to any subsidiary or holding company of the Company.

6.14. The Company agrees that in the event that it requests any Additional Support Services the request shall be confirmed in writing by the Company and charges for such requested Additional Support Services shall become payable based upon the then current Additional Support Charges published by inploi.
inploi's use of third-party content
7.1. Subject to these Terms, inploi may use Third Party Content. inploi does not warrant the availability, operation and functionality of Third Party Content and shall not be liable in the event of any unavailability of any Third Party Content.

7.2. inploi shall not be responsible or liable for Third Party Content in any way. inploi warrants and represents that it has all such licenses and consents as necessary to use and allow the Company to use the Third Party Content to the extent necessary for inploi to perform, and the Company to enjoy the benefit of, the Services.
Intellectual property
8.1. The Company acknowledges and agrees that inploi and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein and subject to clause 8.2, the Terms do not grant the Company any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation but subject to the foregoing the Company is licensed to enjoy the use of the Services in the manner provided for by these Terms.

8.2 inploi hereby grants to the Company for the duration of the Contract a royalty free, non-exclusive licence for the Company and any Connected Entity to use, copy and modify the Documentation as necessary for the Company and any Connected Entity to enjoy the benefit of the Services.

8.3. Any Created Content created under an Order Form is owned by and shall vest in the Company absolutely. inploi hereby assigns to the Company, absolutely with full title guarantee (and free from all third party rights save for any Third Party Licenced Rights which inploi warrants shall continue to be licenced to the Company), any and all of its right, title and interest in and to all the Created Content and shall procure that any third party owner of the Created Content assigns them to the Company on the same basis to the fullest extent permitted by law.

8.4. The Company hereby grants to inploi for the duration of the Contract a royalty free non-exclusive licence to use, in connection with the provision of the Services.

8.5. inploi confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the Terms.

8.6. The Intellectual Property Rights in the Company Content remains the sole property of the Company.

8.7. Intellectual Property Rights to the Third Party Content made available by inploi as part of the Services remain with that third party.

8.8. inploi shall indemnify the Company for all damages finally awarded against Company, arising out of or relating to claims stating that the Services infringe the Intellectual Property Rights of any third party where inploi is responsible under the Terms to ensure valid licencing as provided for in clause 8.2, provided that:
8.8.1. the Company promptly notifies inploi in writing of any such claim giving inploi full particulars of the claim;
8.8.2. the Company does not make any admission of liability, or prejudices or settles such claim without inploi’s prior written consent which may be subject to conditions;
8.8.3. inploi has sole control of the defence and all related settlement negotiations, and the Company gives reasonable cooperation and all information required to defend such claims (both at inploi’s expense).

8.9. The indemnity in clause 8.8 does not apply to the extent that the claim is based upon:
8.9.1. modifications to the Services if such modifications were not made or expressly authorised in writing by inploi or were made by inploi in compliance with the Company’s designs, specifications or instructions to modify; or

8.9.2. use of the Services by the Company in a manner for which the Services were not designed or intended by inploi, or otherwise in a manner not reasonably foreseeable by inploi; or

8.9.3. the Company’s combination of the Services with other products or devices not specified or supplied by inploi to the extent the infringement would not have resulted from the use of the Service alone.
8.10. If at any time a claim as mentioned in clause 8.8 is made, or in inploi’s reasonable opinion is likely to be made, then in defence or settlement of such claim, inploi may (at inploi’s discretion):

8.10.1. obtain for the Company the right to continue using any elements of the Services which are affected by such claim; or

8.10.2. modify, re-perform or replace those elements of the Services which are affected by the claim so they become non-infringing, provided that (i) the performance and functionality of the affected Service is at least equivalent to the performance and functionality of the original Service; (ii) the replaced, re-performed or modified elements of the Service does not have a material adverse effect on any part of the Services or the ability of inploi to meet or exceed any agreed service levels; (iii) there is no additional cost to the Company; and (iv) require that these Terms apply to the replaced, re-performed or modified software.

8.10. inploi shall indemnify the Company for all damages finally awarded against the Company, arising out of or relating to claims stating that the Services (including Third Party Content) and Created Content each as derived from the Services) infringe the Intellectual Property Rights of any third party where inploi is responsible under the Terms to ensure valid licencing as provided for in clause 8.3 and 8.4, provided that:

8.10.1. the Company promptly notifies inploi in writing of any such claim giving inploi full particulars of the claim;

8.10.2. the Company does not make any admission of liability, or prejudices or settles such claim without inploi’s prior written consent which may be subject to conditions;

8.11. If actions taken by inploi pursuant to clause 8.10.1 or 8.10.2 have not demonstrably avoided or resolved the claim referenced in clause 8.9 then the Company may elect without prejudice to the Company’s rights under clause 8.9) by notice in writing to terminate the Contract including all applicable Order Forms by written notice to inploi with immediate effect.  Any such act shall without prejudice to any other rights available to that party be deemed to have been made in accordance with clause 12.1 and not by reason of breach the Company being relieved of the requirement to give any period of notice that otherwise would apply to the termination.

8.12. The rights granted to the Company under this clause 6 shall accordingly be the Company’s sole and exclusive remedy for any alleged infringement of any third party Intellectual Proprietary Rights.
8.13. The Company shall indemnify and will defend and hold inploi harmless against all claims from third parties related to:
8.13.1. User’s use of the Services and inploi Content under these Terms, that are not claims arising out of or related to clause 8.7;
8.13.2. Company Content infringing the Intellectual Property Rights of any third party;
8.13.3. Company Content that is unlawful, incorrect or misleading; provided that (i) inploi promptly notifies the Company in writing of any such claim; (ii) inploi does not make any admission of liability, or prejudices or settles such claim without inploi’s prior written permission; and (iii) the Company has sole control of the defence and all related settlement negotiations, and inploi gives reasonable cooperation and all information required to defend such claims (both at the Company’s expense).


Use of each other's confidential information
9.1. Each Party shall retain all right, title and interest to its own Confidential Information disclosed to the other Party.

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

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

9.2.2. was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party;

9.2.3. was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party’s knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited (such as through a professional or regulatory requirement) from disclosing the information to the receiving Party;

9.2.4. the Parties agree in writing is not confidential or may be disclosed;

9.2.5. in the reasonable opinion of inploi constitutes Feedback; or

9.2.6. is developed by or for the receiving Party independently of the information disclosed by the disclosing Party.

9.3. Each Party shall whilst ever the Terms apply (and for a period of three years following termination of the Contract  (howsoever this may occur)) keep the other Party’s Confidential Information secret and confidential and shall not:

9.3.1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Terms; or

9.3.2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by clauses 9.4 to 9.6.

9.4. A Party may disclose the other Party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

9.4.1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

9.4.2. it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were bound by the Terms; and

9.4.3. at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this clause 9.

9.5. A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.5, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.
9.6. A Party may, provided that it has reasonable grounds to believe that the other Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other Party of such disclosure.

9.7. Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information other than those expressly stated in this clause are granted to the other Party, or to be implied from by virtue of the fact that all dealings between the Parties are conducted in accordance with the Terms.

9.8. On termination or expiry of all Order Forms, each Party shall:

9.8.1. destroy or return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party’s Confidential Information;

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

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

9.9. Except as expressly stated in the Terms or set out in writing expressly providing that it may be relied upon by the other Party, neither Party makes any express or implied warranty or representation concerning its Confidential Information.

9.10. Each Party shall as soon as reasonably possible inform the other Party of any Security Breach. The Parties agree that such breaches entitle the non-breaching Party to seek injunctive relief, in addition to any other legal or equitable remedies available to it.
Privacy and data protection
10.1. Each Party acknowledges that any Personal Data transferred or otherwise accessed by virtue of the Parties’ commercial relationship and dealings with each other conducted in accordance with the Terms was and is obtained, held, stored, deleted, otherwise processed and - if relevant - shared or transferred to the other Party in accordance with the Data Addendum and all processing shall be undertaken in accordance with Data Protection Laws.

10.2. The Company acknowledges that inploi may store Company Content (including any Personal Data) remotely in secure servers outside of the United Kingdom (but only to the extent provided for and subject to the terms and conditions of the Data addendum agreed with the Customer.

10.3. The Company further acknowledges that inploi’s operating model is supported by the availability to inploi of aggregated anonymised data derived from personal data. The processing activity leading to the generation of aggregated data may only be carried out under instruction from the Company and is accordingly authorised by the Company under the terms of the Data Addendum. The Company agrees that the relevant instruction permitting such processing shall not be suspended or withdrawn by the Company unless and until the Contract between the parties terminates for any reason whether for cause or by mutual agreement. It is agreed that the aggregated anonymised data derived from such processing by inploi is irrevocably assigned to inploi on a royalty free basis.
Fees and invoicing for our services:
11.1. All fees quoted in an Order Form exclude VAT and any other taxes or levies (payable in all cases at the relevant rate prevailing at the time of invoicing upon presentation of a valid VAT invoice. It is agreed that fees have been set taking account of any assumptions provided for in any Order Form entered into between the Parties.

11.2. All fees are fixed for the period specified in the Order Form or - if no period is determined - for a period of 12 months.

11.3. Where any fee is a subscription then unless agreed otherwise the subscription is payable by monthly instalments invoicing being on or around last day of the invoice period. Payment of such invoice (together with VAT and any other taxes applicable) shall fall due 30 days following the date of issue of inploi’s invoice.

11.4. Where the fee payable is an Analyse Set Up Fee or a Convert Set Up Fee that fee shall be payable (together with VAT and any other taxes applicable) upon presentation of a valid VAT invoice 30 days following the date of issue of inploi’s invoice for the amount due.

11.5. Where the fee payable concerns Additional Support the charges payable shall be invoiced on the last day of the calendar month in respect of which the Additional Support was provided and payable against inploi’s duly issued VAT invoice 30 days following the date of issue of inploi’s invoice for the amount due.

11.6. inploi shall be entitled to adjust the Attract Subscription, the Analyse Subscription, the Convert Subscription, the basis upon which it charges the Analyse Set Up Fee and the Convert Set Up Fee and Additional Support Charge Rates once in any 12-month period.  The adjusted fees arising through the application of any varied charges shall become payable from the first day of the relevant invoice period immediately following the date of notification of the revised charges to the Company.

11.7. The Company accordingly agrees to pay each of the following as the same fall due for payment as provided for in an Order Form

11.7.1. any Media Percentage (which shall be payable in advance against inploi’s invoice requiring payment of any amount representing an Attract Marketing Budget);

11.7.2. any Attract Subscription Fee;

11.7.3. any Convert Set Up Fee;

11.7.4. any Convert Subscription Fee;

11.7.5. any Analyse Set Up Fee;

11.7.6. any Analyse Subscription Fee;

11.7.7. any Additional Support fees; and

11.7.8. any other fees agreed to be payable by the Company to inploi under the Terms.

11.8. Fees associated with work committed to by inploi under an Order Form shall be subject to any assumptions stated in the Order Form. In the event that inploi demonstrates that any assumption is or has become invalid the Parties shall agree a reasonable adjustment to the relevant fee.

11.9. Invoices will contain a description of all expenses, charges, costs, and Service descriptions, and all sales or other applicable taxes including VAT.

11.10. Unless specifically stated otherwise in the Order Form the Company shall pay all undisputed invoice(s) by the end of the month following the month of invoice receipt. In relation to any disputed invoice the Company shall be entitled to withhold only such amount as (acting in good faith) the Company determines should be disputed.

11.11. If the Company wholly or partially disputes an invoice, it must notify inploi accordingly within five (5) Working Days of invoice receipt in writing, stating the reasons for disputing the invoice in reasonable detail. The Company will pay to inploi all amounts not disputed by the Company. inploi and the Company shall use their best efforts to resolve any disputes over an invoice acting in good faith and without any undue delay. Upon resolution of a dispute pursuant to this clause, any further sum which the Company has agreed to pay or through dispute resolution it is determined it is to pay (whether such agreed or determined sum is the amount originally invoiced or a reduced amount) shall be payable within ten (10) Working Days of resolution of such dispute.

11.12. In the event the Company fails to pay any undisputed amount and any amount which was disputed but which has been agreed or determined to be payable by it under the relevant Order Form and the Terms, inploi shall be entitled, at its discretion, to charge the Company interest on the overdue amount, payable by the Company forthwith on demand, from the due date (in the case of agreed or disputed amounts ten (10) Working Days following such agreement or determination) up to the date of actual payment, at the rate of 4% per month interest compounded with monthly rests on the last day of each calendar month and then to the date of actual payment of the outstanding sum.

11.13. If the Company has arrears in payment of more than 30 Working Days (with the exception of disputed payments), inploi has the right to suspend the performance of its obligations including the provision of any Services pursuant to all Order Forms, without being liable for damages in connection with this suspension. All reasonable costs that inploi incurs as a result of Company’s non-compliance with its obligations pursuant to this provision shall be borne by the Company in full. The provisions in this clause 11.13 shall only apply to payments due where inploi has incurred costs and not to any payments relating to costs yet to be incurred.

11.14. The Company shall indemnify inploi in respect of all additional costs, charges and disbursements incurred by inploi arising from any non-payment of sums due under any relevant Order Form and the Terms from time to time.  Such charges may include amounts incurred or costs sustained by inploi arising from any requirement to remobilise resources in respect of Services which were suspended by reason of the non-payment.
Duration and termination
12.1. Our agreement with you shall be effective from Commencement Date for an initial period as set out in the first Order Form. It will be deemed to have expired once end dates, if any, provided in all the Order Forms have passed. If no such duration is provided for, the duration shall be for a period of twelve (12) months commencing on the first date that the Services are provided or if later the date of the latest Order Form to be entered into. Thereafter following the latest 12 month period the Contract shall continue (but subject to either Party exercising any other right of termination prescribed by the Terms allowing for a shorter period of notice) for further successive monthly periods subject to either Party giving the other Party not less than three months’ notice of termination.

12.2. Either Party may without prejudice to any other remedies it may have, by notice to the other Party, immediately terminate both a specific Order Form or the Contract in its entirety  by notice in writing served upon the other if the other Party breaches any material provision of the Contract and the breach if capable of remedy is not remedied within 30 Working Days of the receipt of a notice from the first Party requiring it to remedy the breach.

12.3. Either Party may without prejudice to any other remedies it may have, terminate the Contract in its entirety  with immediate effect by notice in writing served upon the other Party in the event that the other Party has a Receiver or Administrative Receiver appointed over it or over any part of its undertaking or assets, or passes a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or if the other Party becomes subject to an administration order or enters into any voluntary arrangement with its creditors, or ceases or threatens to cease to carry on business

12.4. Either Party may terminate either the relevant Order Form or the Contract in its entirety with immediate effect by written notice of termination served upon the other Party in the event that it is unable to perform a material obligation under the Contract for 20 Working Days or more due to a Force Majeure Event.

12.5. The Contract shall without prejudice to any other remedies either Party may have automatically terminate with immediate effect without any requirement for notice in the event that the Data Addendum is terminated by inploi without being replaced by a successor data addendum agreed in writing by the Company;

12.6. Upon termination or expiry of the Contract, or upon the request of the disclosing Party, the receiving Party must promptly return or destroy all Confidential Information of the disclosing Party and provide a written certification of such return or destruction.

12.7. Except as otherwise set forth in the Terms, we shall each return all licensed intellectual property, and all tangible embodiments thereof, to the other Party as applicable. Upon the expiration or other termination of the Contract, the Company and inploi shall have no further rights of use thereof.

12.8. Termination or expiry of the Contract does not affect either Party’s rights and obligations that accrued before that termination or expiry. This includes Parties accrued rights and obligations regarding indemnity, confidentiality, liability, data protection, Intellectual Property Rights, and governing law.

12.9. Notwithstanding termination of the Contract (howsoever this arises) the following clauses of the Terms are agreed to remain in force for so long as they have application:

12.9.1. clauses 8.3;

12.9.2. clause 9;

12.9.3. clause 10;

12.9.4. clause 11 (in respect of fees invoiceable up to termination and fees outstanding at that time);

12.9.5. clauses 16.1, 16.2, 16.4, 16.5, 16.6; and

12.9.6. clause 17.
Indemnity:
13.1. The Company shall indemnify inploi (subject to the provisions of clause 14.1) against all liabilities, costs, expenses, damages and losses including interest, penalties and legal costs (calculated on a full indemnity basis)) and all other professional costs and expenses) directly suffered or incurred by inploi arising out of or in connection with any breach of the Terms not addressed expressly by way of indemnity in any other clause of the Terms and/or the Contract caused by the Company or its employees, agents, sub-contractors and other representatives in circumstances that constitute a wilful or negligent breach of the Terms.
Limitation of liability
14.1. The maximum aggregate liability of each Party under or in connection with the Terms or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall (subject to clauses 14.2 and 14.3) not exceed the aggregate value of the consideration paid or payable by the Company under any current Order Forms that are being performed at, and any Order Forms under which Services were provided in the 12 month period immediately preceding, the date the liability arose (if relevant determined by the first in a series of occasions that the subject of the claim arose).

14.2. Neither Party is liable to the other under or in connection with the Terms and/or Contract for any:

14.2.1. loss of profit, revenue, savings, business, and/or goodwill; or

14.2.2. consequential, indirect, incidental or special damage or loss of any kind.

14.3. Clause 14.1 shall not apply to limit a Party’s liability under the Terms and/or the Contract with respect to:

14.3.1. Indemnity provided for at clause 8.8 and 8.13;

14.3.2. Breach of Data Protection Law or Breach of the Data Addendum;

14.3.3. Death or personal injury;

14.3.4. Fraud or wilful misconduct; and

14.3.5. Any other losses or liabilities which cannot be excluded or limited by applicable law.

14.4. Any liability arising due to either Party’s breach of Data Protection Laws shall be as provided for in the Data Addendum neither Party being entitled to claim and to be awarded double recovery of any compensation.

Dispute resolution:
15.1. If a dispute arises out of or in connection with the Terms or the performance, validity or enforceability of these Terms and/or the Contract (“Dispute”), then the Parties shall follow the procedure set out in this clause.

15.2. Either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the individuals responsible for the management of the contract for each Party shall attempt in good faith to resolve the Dispute.

15.3. If the persons referred to in clause 15.2 are for any reason unable to resolve the Dispute within 5 Working Days of service of the Dispute Notice, the Dispute shall be referred to the Chief Executive Officer of inploi and the contact for the Company specified in the relevant Order Form who shall attempt in good faith to resolve it.

15.4. If the Chief Executive of inploi and the contact for the Company specified in the relevant Order Form (or any substitute notified by the Company to inploi) are for any reason unable to resolve the Dispute within 20 Working Days of it being referred to them, the Parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties within 20 Working Days of service of the Dispute Notice, the mediator will be nominated by CEDR. To initiate the mediation, a Party must give notice in writing (ADR notice) to the other Party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR.

15.5. Unless otherwise agreed between the Parties, the mediation will start not later than 20 Working Days after the date of the ADR notice.

15.6. The commencement of mediation shall not prevent the Parties commencing or continuing court proceedings.
Miscellaneous
16.1. The Company shall not assign, sub-license, subcontract, charge or otherwise encumber any of its rights or obligations under the Terms without the prior written consent of inploi (which shall not be unreasonably withheld, delayed or conditioned).

16.2. Any notice or other communication will be deemed to be properly given only when sent addressed to the contacts for both inploi and the Company stated or referenced in the relevant Order Form. The Party giving the notification carries the risk of proof if a notification is not received according to the other Party.

16.3. Upon occurrence of a Force Majeure Event, the non-performing Party shall promptly notify the other Party of occurrence of that Force Majeure Event, its effect on performance, and how long that Party expects it to last. Thereafter the non-performing Party shall update that information as reasonably necessary. During a Force Majeure Event, the non-performing Party shall use reasonable efforts to limit damages to the other Party and to resume its performance as agreed in the relevant Order Forms and under the Terms.

16.4. No forbearance, delay or indulgence by either Party in enforcing the provisions of the Terms shall prejudice or restrict the rights of that Party, nor shall any waiver of its rights operate as a waiver of any subsequent breach; and no right, power or remedy herein conferred upon or reserved for either Party is exclusive of any other right, power or remedy available to that Party and each such right, power or remedy shall be cumulative.

16.5. If any provision of the Terms or of any Order Form is, or becomes, illegal, unenforceable or invalid, the relevant provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the provision must be treated for all purposes as severed from the relevant Order Form and/or the Terms without affecting the legality, enforceability or validity of the remaining provisions of the relevant Order Form or the Terms.

16.6. Nothing in the Contracts (Rights of Third Parties) Act 1999 will operate to give any third party any right to enforce any provision of the Terms or any Order Form.

16.7. Each Party shall comply with the Modern Slavery Act 2015 (MSA). Accordingly:
each Party undertakes, warrants and represents that neither it, nor any of its officers, employees or agents have committed an offence under the MSA, or been notified that it is subject to an investigation or prosecution relating to an alleged MSA offence; or become aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA offence or prosecution.

16.8. Each Party shall notify the other immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of its obligations set out in clause 12.8. Any breach of clause 12.8 shall be deemed a material breach of the Terms.

16.9. Each Party warrants and represents that it has the right, power and authority to enter into an agreement with the other party including each and every Order Form and carry out its obligations hereunder.

16.10. The Parties warrant and undertake to each other that they shall comply with all relevant laws, rules and regulations applicable to the provision and the receiving of the Services.

16.11. These Terms together with all applicable Order Forms constitute the entire agreement and supersedes any previous agreements between the Parties relating to the subject matter of this Agreement.

16.12. inploi is an independent contractor of the Company, and no other relationship (e.g., joint venture, agency, trust or partnership) exists under the Terms.

16.13. The Company has inspected the inploi website and understands the nature of the business operated by inploi. Accordingly, the Company acknowledges that inploi’s provision of the Services to the Company is non-exclusive. Nothing in the Terms or any Order Form prevents inploi from providing services similar to the Services to any other party or to conduct business involving the promotion of career and work opportunities initiated by third parties.

16.14. These Terms are applicable as the exclusive terms and conditions agreed between the Parties subject to any expressly agreed variation to the terms and conditions provided for in any Order Forms and their attachments that the Parties execute during the Term.

16.15. Any variations agreed under any additional Order Forms (whether in that Order Form or in any attached document) shall be deemed to have application only to that additional Order Form unless otherwise stipulated.

16.16. The Company acknowledges that inploi has provided its proposals to provide Services and committed to any agreed pricing by reference to these Terms. The Terms furthermore reflect insurances and other risk management arrangements that inploi has in effect and are the sole basis upon which terms and conditions of the Contract and any Order Forms are accordingly agreed between the Parties.  Any terms and conditions proposed by the Company which do not form part of the Terms are excluded.

16.17. In order to support the data protection compliance duties of each Party a Data Agreement has been entered into or is to be entered into on or around the date of this Agreement. The Data Agreement shall be deemed to be supplemental to the Terms and may be varied independently in the event that circumstances require its amendment.

16.18. From time to time, on an as needed basis, the Parties may mutually agree and enter into additional Order Form(s).
Jurisdiction
17.1. The Terms and any relevant Order Form shall be governed by, interpreted, and construed in accordance with the laws of England and Wales.  The Parties submit to the exclusive jurisdiction of the Courts of England and Wales. This leaves unimpaired the obligation of both Parties to make supreme effort to solve disputes connected to the Terms and any relevant Order Form, as much as possible amicably, by mutual agreement.

Appendix 1

A number of definitions are used in the Terms, as follows:

Additional Support

Support that is provided by inploi at the request of the Company and which is additional to the allocated quota of Standard Support available to the Company being the contact hours as stated in the Assumptions within the relevant Order Form;

Additional Support Charge Rate

the hourly charge rates applicable to the provision of Additional Support (being hours of support in excess of the contact hours referred to in the Assumptions section of the Order Form) subject to  any subsequent revision to such rates published by inploi as provided for by clause 11.6 of the Terms.

Analyse Subscription

the fee payable periodically by the Company to inploi in respect of the provision of the Analyse Service as described in the Order Details part of any Order Form under which this Service is provided;

Analyse Set up Fee

the fee payable by the Company to inploi and described as the “Analyse Set Up Fee” in the Order Details part of an Order Form;

Attract Marketing Budget

amounts agreed between the Parties from time to time to be made available (and payable in advance provided that the same is paid into inploi’s client account) under the Terms or any relevant Order Form; 

Attract Subscription

the fee payable periodically by the Company to inploi in respect of the provision of the Attract Service as described in the Order Details part of an Order Form;

Company Content

comprises all material in digital or hard copy form supplied to inploi by or on behalf of the Company for use by inploi in connection with the performance of the Services; 

Confidential Information

the terms of the Contract between us including all Order Forms and all confidential information (however recorded or preserved) disclosed by a Party or its Representatives (as defined below) to the other Party and that Party’s Representatives whether before or after the date the Contract is entered into in connection with the provision of the Services including but not limited to:
(a) any proposal to provide Services or a proposal provided in response to a request for further Services;
(b) any proposal to undertake any variation including but not limited to Enhancements to the Services not requiring amendment to the Terms;
(c) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing Party; and

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

(d)any information developed by either of the Parties in the course of the provision and receipt of the Services under the Contract

Connected Entity

any Party identified in an Order Form that is to be a recipient of Services in addition to the Company;

Convert Set Up Fee

the fee payable by the Company to inploi and described as the “Convert Set Up Fee” in the Order Details part of an Order Form;

Convert Subscription

the fee payable periodically by the Company to inploi as described in the Order Details part of an Order Form;

Created Content

comprises all material in digital or hard copy form (not being inploi Content) created by inploi (or by a third party on behalf of the inploi) including any modifications to Company Content specifically in connection with Services delivered or the Contract  and updates and amendments of these items including the content (but not unless specifically developed to meet a requirement of the Company) the format of all reports provided to the Company;

Data Addendum

An addendum to entered into between the Parties specifically governing the procurement, storage, processing, and related management of personal data between the Parties, as contemplated under and in compliance with the Data Protection Law;

Data Protection Law

all applicable data protection and privacy laws and regulations in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (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 and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a Party;

Documentation

the product specifications, integration specifications, administration guides and user manuals concerning the Services and functionality, that may be licensed for use by the Company in connection with the provision of the Services and which may be provided in hard copy and/or digital formats;

Enhancements

any changes, updates, upgrades, releases, fixes customizations, additions, translations, improvements or modifications made to, or derivative works created from, the Services or inploi Content;

Feedback

ideas, comments, translations, or suggestions relating to the Services or inploi Content provided by the Company to inploi;

Force Majeure Event

any circumstance not within a Party’s reasonable control including, without limitation:
(i) acts of God, flood, drought, earthquake or other natural disaster;

(ii) epidemic or pandemic including any consequential circumstances including governmental action at national, regional or local level;

(iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(iv) nuclear, chemical or biological contamination or sonic boom;

(v) any law or any action taken by a government or public authority (not within the scope of action referred to at (ii) above), including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(vi) collapse of buildings, fire, explosion or accident;

(vii) any labour or trade dispute, strikes, industrial action or lockouts, except for action or lockout restricted to inploi’s staff only;

(viii) non-performance by suppliers or subcontractors;
(ix) interruption or failure of utility service including any inability to access the internet whether directly through its unavailability for a material period of time or as consequence of the failure for a material time of a utility service;

(x) disruption to, suspension of or non-availability for any other reason to any data centre required to be accessed in the course of the provision of the Services,

provided that any inability to make payment of monies due under this Contract or any other agreement whether between the Parties or with any third party shall not constitute a circumstance of force majeure unless the reason for the non-payment is any technical failure of a payment system routinely used by the Party liable to make the payment;

inploi Content

comprises all material in digital or hard copy form used or made available by inploi in the course of the performance of the Services and Documentation including Enhancements, excluding Third Party Content, Company Content, or Created Content;

Intellectual Property Rights

all intellectual property rights, whether those rights happen to be registered or not, and wherever in the world those rights may exist, including but not limited to associated Confidential Information, copyrights, data-base rights, trade secrets, trademarks and rights associated with any service or product brands, patents, inventions, designs and know-how;

Licenced IP

any Intellectual Property Right procured by inploi and incorporated into any Created Content

Media Percentage

the commission receivable by inploi in connection with the provision of the Attract Service details of which are included in the Order Form.

Non-Standard-Support

support that is not provided by inploi as Standard Support;

Order Form

a form in which the Parties agree which of the Services are contracted for by the Company, the details of those Services that are to be provided and the applicable prices, (including where relevant Media Percentage), assumptions affecting the setting by inploi of any fee payable under the contract, payment conditions, and scope of use of the Services;

Personal Data

any data or information that constitutes personal data under any applicable Data Protection Laws;

Representatives

in relation to a Party, its employees, officers, representatives, contractors, subcontractors and advisers;

Security Breach

a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data and/or Confidential Information;

Service(s)

as agreed with the Company and described in one or more Order Form(s), the Attract Service, the Convert Service and the Analyse Service together with any additional services provided for in the relevant Order Form; 

Set Up Fee

where relevant, the fee specified as the “Analyse Set Up Fee” or the  “Convert Set Up Fee” in the Order Details part of an Order Form;

Standard Support

the rendering of assistance and recommendations concerning the use of any of the Services given by inploi to the Company provided during usual Support Hours on Working Days;

Support Hours

on each Working Day the hours between 9:00 and 17:00;

Third Party Content

third party software, programs, applications or products, of which the Intellectual Property Rights and control rest with the third party, and which are licensed to inploi for use by inploi to the extent necessary for inploi to perform, and the Company to enjoy the benefit of the Services;

Training

a service consisting of a form of knowledge transfer, with the purpose of getting Users acquainted with the functionality and the proper usage of it, and to ensure that the Service are used in accordance with the Documentation (where available) or as intended; 

User

a person under the responsibility of the Company, who has been given access to the functionality with the Company’s consent or authority;

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;

Working Days

means Monday to Friday excluding any Bank and Statutory holidays in England.


Appendix 2

The following rules of interpretation are agreed to be implied in the interpretation of the Terms:

  1. Clause and paragraph headings shall not affect the interpretation of the Terms.

  2. The Annexes form part of the Terms and shall have effect as if set out in full in the body of the Terms. Any reference to the Terms includes the Annexes.

  3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established and such references shall refer where the context requires to any entities identified in the Order Form as referred to in clause 4.1 of the Terms.

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

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

  6. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

  7. A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time.

  8. A reference to writing or written includes email 

  9. References to clauses and Annexes are to the clauses and Annexes of the Terms and references to paragraphs are to paragraphs of the relevant schedule.

  10. Any words following the terms includingincludein particularfor example or any other similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or terms preceding those terms.