These terms and conditions (“the Terms”) were last updated on 17th January 2023 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 are to be found at Appendix 2. 

1. 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.
   
   
2. 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”.
   
   
3. WHEN THESE TERMS WILL APPLY:
   3.1. When you send us a completed Order Form signed (including by Docusign or with any other type of electronic signature) on behalf of the Company this 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 we send you written acceptance signed by us. Signing of the Contract 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 on which our acceptance is sent 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.
   
   3.5. The Terms will continue to apply until all Order Forms expire, are terminated or the Contract between us 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.
   
4. 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 the terms of the Order Form and to enter into this Contract 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.
   
   
5. 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 5.2 applies) 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 as provided for in any Order Form;
   
   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 5.1.6:
   
   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 of 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.
   
   
6. 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 adapted. 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 : or
   
   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.
   
   
7. 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.
   
   
8. INTELECTUAL PROPERTY:
   
   8.1. The Company acknowledges and agrees that inploi and/or its licensors own (subject to clause 8.5) all intellectual property rights in the Services and the Documentation.
   8.2 Except as expressly stated herein as provided for by clauses 8.3 and 8.4, the Terms do not grant the Company or any Connected Entity 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.
   
   8.3. inploi hereby grants to the Company for the duration of the Contract a royalty free, non-exclusive license for the Company and any Connected Entity to use the Services limited to relevant purposes of the business of the Company and that of any Connected Entity.
   
   8.4. inploi hereby grants to the Company for the duration of the Contract a royalty free, non-exclusive license for the Company and any Connected Entity to use any provided Documentation limited to relevant purposes of the business of the Company and that of any Connected Entity.
   
   8.5. 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 all rights to the Company on the same basis to the fullest extent permitted by law.
   
   8.6. The Company hereby grants to inploi for the duration of the Contract a royalty free non-exclusive licence to use the Company Content, in connection with the provision of the Services and performance of inploi's obligations in accordance with this Contract. This license shall cease upon termination of the relevant Order Form or this Contract, whichever comes first.
   
   8.7. 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.
   
   8.8. The Intellectual Property Rights in the Company Content remains the sole property of the Company.
   
   8.9. Intellectual Property Rights to the Third Party Content made available by inploi as part of the Services remain with that third party.
   
   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;
   
   8.10.3. 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).
   
   8.11. The indemnity in clause 8.10 does not apply to the extent that the claim is based upon:
   
   8.11.1. 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
   
   8.11.2. 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
   
   8.11.3. 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.
   
   8.12. If at any time a claim as mentioned in clause 8.10 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):
   
   8.12.1. obtain for the Company the right to continue using any elements of the Services which are affected by such claim; or
   
   8.12.2. 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.
   
   8.13. If actions taken by inploi pursuant to clause 8.12.1 or 8.12.2 have not demonstrably avoided or resolved the claim referenced in clause 8.10 then the Company may elect (without prejudice to the Company’s rights under clause 8.10) 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.
   
   8.14. The rights granted to the Company under this clause 8 shall accordingly be the Company’s sole and exclusive remedy for any alleged infringement of any third party Intellectual Proprietary Rights.
   
   8.15. The Company shall indemnify and will defend and hold inploi harmless against all claims from third parties related to:
   
   8.15.1. User’s use of the Services and inploi Content under these Terms, that constitute a breach of either clause 8.3 or 8.4;
   
   8.15.2. Company Content infringing the Intellectual Property Rights of any third party;
   
   8.15.3. 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).
   
   
9. 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. estroy 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.
   
   
10. 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 Protection Laws and the Data Addendum entered into.
    
    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). The transfer of Personal Data is governed by the Data Agreement.
    
    10.3. In the event that there is any change to the data processing requirements of the Service or a change in Data Protection Law inploi shall propose and the parties shall agree a replacement Data Addendum that from the date of such agreement shall substitute for the then current Data Addendum applicable to the Contract.
    
    
11. 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.
    
    
12. DURATION AND TERMINATION:
    
    12.1. Our contract 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 this Contract, 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 8.10 and 8.15;
    
    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 17.1, 17.2, 17.4, 17.5, 17.6; 17.8; and
    
    12.9.6. clause 18.
    
    
13. 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 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.
    
    
14. LIMITATION OF LIABILITY:
    
    14.1. The maximum aggregate liability of the Parties under or in connection with the Contract 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 months 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 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 with respect to:
    
    14.3.1. Indemnity provided for at clause 8.10 and 8.15;
    
    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.
    
    
15. ANTI-BRIBERY
    
    15.1. Each of us undertakes to the other that we shall:
    
    15.1.1. comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
    
    15.1.2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if that activity, practice or conduct had been carried out in the UK;
    
    15.1.3. have and shall maintain in place throughout the term of a contract between us our own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and shall duly observe the same during the period of that contract.
    
    15.1.4. promptly report to the other any request or demand for any undue financial or other advantage of any kind received by us in connection with the performance of the Contract; and
    
    15.1.5. immediately notify the other Party (in writing) if a foreign public official becomes an officer or employee of our Company or of any ultimate holding company of our company or acquires a direct or indirect interest in us and in so doing we warrant that we have at the date each Order Form is entered into no foreign public officials as direct or indirect owners, officers or employees.
    
    15.2. Definitions. For the purposes of this clause 15:
    
    15.2.1. The meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
    
    15.2.2. A person associated with the either of us includes any officer, employee agent or subcontractor involved or concerned with (including at a future date) the performance of this Contract.
    
    
16. DISPUTE RESOLUTION:
    
    16.1. If a dispute arises out of or in connection with the Terms or the performance, validity or enforceability of them (“Dispute”), then the Parties shall follow the procedure set out in this clause.
    
    16.2. 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.
    
    16.3. If the persons referred to in clause 16.2 are for any reason unable to resolve the Dispute within 5 Business 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.
    
    16.4. 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 Business 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 Business 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.
    
    16.5. unless otherwise agreed between the Parties, the mediation will start not later than 20 Business Days after the date of the ADR notice.
    
    16.6. The commencement of mediation shall not prevent the Parties commencing or continuing court proceedings.
    
    
17. MISCELLANEOUS:
    
    17.1. 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).
    
    17.2. 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.
    
    17.3. 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.
    
    17.4. 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.
    
    17.5. 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.
    
    17.6. 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.
    
    17.7. 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.
    
    17.8. 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 15 providing as full particulars as it is lawfully entitled to do. Any breach of an obligation under clause 15 shall be deemed a material breach of the Terms.
    
    17.9. 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.
    
    17.10. 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.
    
    17.11. These Terms together with all applicable Order Forms and the Data Protection Addendum constitute the entire agreement and supersedes any previous agreements between the Parties relating to the subject matter of this Contract.
    
    17.12. inploi is an independent contractor of the Company, and no other relationship (e.g., joint venture, agency, trust or partnership) exists under the Terms.
    
    17.13. 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.
    
    17.14. 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.
    
    17.15. 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.
    
    17.16. 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.
    
    17.17. In order to support the data protection compliance duties of each Party a Data Addendum has been entered into and forms part of this Contract. The terms of the Data Addendum shall be deemed to be supplemental to the Terms and may be varied independently in the event that circumstances require its amendment as provided for by clause 10.3.
    
    17.18. From time to time, on an as needed basis, the Parties may mutually agree and enter into additional Order Form(s).
    
    
18. JURISDICTION
    
    18.1. 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:

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 including, include, in particular, for 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.