Hirer Terms of Service

These Hirer Terms of Service ("Terms") govern the use of the Platform, Services and Documentation provided by Pynea Technology Limited, a company registered in England and Wales under company number 12574306, whose registered office is at 3rd Floor 1 Ashley Road, Altrincham, Cheshire WA14 2DT ("Pynea") by Hirers.

By signing an Order Form the Hirer agrees to comply with and be bound by these Terms and acknowledges that they constitute a legally binding contract between Pynea and the Hirer. The Order Form and these Terms together constitute the "Agreement".

1. Subject to the Hirer purchasing a Subscription, Pynea grants to the Hirer a non-exclusive, non-transferable right and licence, without the right to grant sublicenses, to:
   1. permit the Authorised Users to access and use the Platform, Services and the Documentation (including access to the Candidate Data); and
   2. permit the Authorised Users to receive and use any free supplementary software code or updates to the Platform that are provided by Pynea,

   during the Term solely for the Hirer's internal business operations.

2. The licence provided under clause 3.1 is granted to the Hirer only, and shall not be considered granted to any subsidiary or group company of the Hirer.

1. Pynea shall, during the Term, provide the Services and make available the Documentation to the Hirer on and subject to the terms of the Agreement and substantially in accordance with the Documentation.
2. Pynea shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned or unscheduled maintenance performed outside Normal Business Hours, provided that Pynea has used reasonable endeavours to give the Hirer reasonable notice in advance where possible.
3. Pynea will, as part of the Services and at no additional cost to the Hirer, provide the Hirer with Pynea's standard customer support services during Normal Business Hours.
4. Pynea warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

1. The Hirer shall:
   1. provide Pynea with all necessary co-operation in relation to the Agreement and all necessary access to such information as may be required by Pynea in order to provide the Services, including but not limited to Hirer Data, security access information and configuration services;
   2. without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;
   3. carry out all other Hirer responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Hirer's provision of such assistance as agreed by the parties, Pynea may adjust any agreed timetable or delivery schedule as reasonably necessary;
   4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User's breach of the Agreement;
   5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Pynea, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
   6. ensure that its network and systems comply with the relevant specifications provided by Pynea from time to time;
   7. be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Pynea's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Hirer's network connections or telecommunications links or caused by the internet;
   8. 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 Pynea;
   9. permit Pynea to monitor and audit (upon reasonable prior written notice) the Services in order to establish the name and password of each Authorised User and if such audit reveals an underpayment of Fees the Hirer shall pay Pynea such underpayment immediately in full;
   10. comply, and procure all Authorised Users comply, with the Mobile App EULA at all times; and
   11. comply, and procure all Authorised Users comply, with the Acceptable Use Policy at all times.
2. The Hirer shall not:
   1. exceed any Subscription Limits;
   2. use the Platform in any way to circumvent paying for use of the Platform in the future and this includes the scraping or downloading of Candidate Data off of the Platform;
   3. access or use Candidate Data for any purpose other than in respect of the evaluating, progressing and managing of Candidates through the Platform in connection with the Hirer's genuine recruitment activities. Non-permitted purposes include using Candidate Data for general marketing, sales outreach, profiling unrelated to hiring and any purpose not permitted by applicable data protection law;
   4. 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 Agreement:
      1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or Documentation (as applicable) in any form or media or by any means; or
      2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform or the Services; or
   5. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
   6. use the Services and/or Documentation to provide services to third parties;
   7. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users;
   8. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under clause 3.1;
   9. introduce or permit the introduction of any Virus or Vulnerability into the Services or Pynea's network and information systems;
   10. in relation to the Authorised Users:
       1. allow or suffer any Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; and
       2. permit access to the Services without first having ensured that each Authorised User shall keep a secure password for their use of the Services and Documentation, and that each Authorised User shall keep their password confidential; or
       3. access, store, distribute or transmit any Viruses during the course of its use of the Services,

   and Pynea reserves the right, without liability or prejudice to its other rights to the Hirer, to disable the Hirer's access to the Platform if it, or an Authorised User, breaches the provisions of this clause 5.2.

The Hirer acknowledges and agrees that a Candidate's use of the Platform in their capacity as a potential candidate for a Hirer's role, is governed by Pynea's Candidate Terms of Service. Candidate Data remains the property of the Candidate.

Each party will, at all times during the Term, comply with the Data Processing Agreement.

The Hirer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Pynea makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Hirer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Hirer and the relevant third party, and not Pynea. Pynea recommends that the Hirer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Pynea does not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Services.

The Hirer further acknowledges that the Services includes third-party software components, including open-source software. The Hirer's use of such third-party software components is subject to the applicable license terms set by the third-party rights holder. Pynea makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party software components.

Pynea's obligations shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Pynea's instructions, or modification or alteration of the Services by any party other than Pynea or Pynea's duly authorised contractors or agents. If the Services do not conform with the Agreement, Pynea will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Hirer's sole and exclusive remedy for any breach of the undertaking set out in clause 4.1.

Pynea does not warrant that:

1. the Hirer's use of the Services will be uninterrupted or error-free;
2. the Services, Documentation and/or the information obtained by the Hirer through the Services will meet the Hirer's requirements;
3. the Platform or the Services will be free from Vulnerabilities or Viruses;
4. any third-party services accessed through the Platform or Services will perform as expected or meet the Hirer's requirements.

You understand and agree that the Platform:

1. will use AI Functions including providing automated matches and rankings based on algorithms. These are intended, and must only be used by the Hirer, as a decision-support tool only. The Hirer remains solely responsible for verifying Candidate Data and making all final hiring decisions; and
2. is merely a tool to allow Hirers to post vacancies and manage Candidates. Pynea is not a recruitment agency. Pynea does not guarantee the amount or quality of Candidates presented to it through the Platform.

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

The Agreement shall not prevent Pynea from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.

1. The Hirer shall pay the Fees to Pynea in accordance with the Order Form.
2. If Pynea has not received payment within 5 days after the due date, and without prejudice to any other rights and remedies of Pynea:
   1. Pynea may, without liability to the Hirer, disable the Hirer's password, account and access to all or part of the Services and Pynea shall be under no obligation to provide any or all of the Services while the Fees concerned remain unpaid; and
   2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
3. All amounts and fees stated or referred to in the Agreement shall be payable in pounds sterling, are non-cancellable and non-refundable and are exclusive of value added tax, which shall be added to Pynea's invoice(s) at the appropriate rate.

The Hirer:

1. acknowledges and agrees that Pynea and/or its licensors own all intellectual property rights in the Platform, Services, Documentation and Feedback. Except as expressly stated herein, the Agreement does not grant the Hirer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform, Services, Documentation and Feedback;
2. shall own all right, title and interest in and to all of the Hirer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Hirer Data;
3. warrants that the receipt and use of Hirer Data by Pynea shall not infringe the rights, including any intellectual property rights, of any third party; and
4. hereby grants Pynea a worldwide, limited, royalty-free, fully-paid up, non-exclusive licence to use the Hirer Data as necessary to provide the Services or as otherwise instructed by the Hirer or an Authorised User.

1. Each party undertakes that it shall not at any time during the Term, and for a period of two years after termination or expiry of the Agreement, disclose to any person any Confidential Information of the other party, except as permitted by clause 12.2.
2. Each party may disclose the other party's Confidential Information:
   1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes exercising the party's rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 12; and
   2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

1. The Hirer shall defend, indemnify and hold harmless Pynea against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Hirer's use of the Services and/or Documentation (including misuse of Candidate Data), provided that:
   1. the Hirer is given prompt notice of any such claim;
   2. Pynea provides reasonable co-operation to the Hirer in the defence and settlement of such claim, at the Hirer's expense; and
   3. the Hirer is given sole authority to defend or settle the claim.
2. Pynea shall defend the Hirer against any claim that the Hirer's use of the Services or Documentation in accordance with the Agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Hirer for any amounts awarded against the Hirer in judgement or settlement of such claims, provided that:
   1. Pynea is given prompt notice of any such claim;
   2. the Hirer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Pynea in the defence and settlement of such claim, at Pynea's expense; and
   3. Pynea is given sole authority to defend or settle the claim.
3. In the defence or settlement of any claim, Pynea may procure the right for the Hirer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days' notice to the Hirer without any additional liability or obligation to pay liquidated damages or other additional costs to the Hirer.
4. In no event shall Pynea be liable to the Hirer to the extent that the alleged infringement is based on:
   1. a modification of the Services or Documentation by anyone other than Pynea; or
   2. the Hirer's use of the Services or Documentation in a manner contrary to the instructions given to the Hirer by Pynea; or
   3. the Hirer's use of the Services or Documentation after notice of the alleged or actual infringement from Pynea or any appropriate authority; or
   4. the Hirer's breach of the Agreement.
5. The foregoing states the Hirer's sole and exclusive rights and remedies, and Pynea's (including Pynea's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

Except as expressly and specifically provided in the Agreement:

1. the Hirer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Hirer, and for conclusions drawn from such use. Pynea shall have no liability for any damage caused by errors or omissions in any Hirer Data, information, instructions or scripts provided to Pynea by the Hirer in connection with the Services, or any actions taken by Pynea at the Hirer's direction;
2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and
3. the Software, Services and the Documentation are provided to the Hirer on an "as is" basis.

Nothing in the Agreement excludes the liability of Pynea:

1. for death or personal injury caused by Pynea's negligence; or
2. for fraud or fraudulent misrepresentation.

Subject to clause 14.1 and clause 14.2:

1. Pynea shall have no liability for any:
   1. loss of profits,
   2. loss of business,
   3. wasted expenditure,
   4. depletion of goodwill, reputation and/or similar losses,
   5. loss or corruption of data or information, or
   6. any special, indirect or consequential loss, costs, damages, charges or expenses; and
2. Pynea's total aggregate liability to the Hirer (including in respect of the indemnity at clause 13.2), in respect of all breaches of duty occurring within any Contract Year shall not exceed one hundred percent (100%) of the total Fees paid in the contract year in which the breaches occurred. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, Pynea's total liability for those claims shall not exceed the single highest annual cap for those Contract Years.

References to liability in this clause 14 include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Nothing in the Agreement excludes the liability of the Hirer for any breach, infringement or misappropriation of Pynea's intellectual property rights.

1. The Agreement shall commence on the Effective Date and shall continue for the Term, unless otherwise terminated in accordance with the provisions of the Agreement.
2. Either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
   1. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment;
   2. the other party commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
   3. the other party becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986, or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.
3. A material breach in clause 15.2 (b) includes any breach of clause 5.2 or the Acceptable Use Policy.
4. On termination of the Agreement for any reason:
   1. all licences granted under the Agreement shall immediately terminate and the Hirer shall immediately cease all use of the Services and/or the Documentation;
   2. both parties will 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;
   3. Pynea may destroy or otherwise dispose of any of the Hirer Data in its possession unless Pynea receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to the Hirer of the then most recent back-up of the Hirer Data. Pynea shall use reasonable commercial endeavours to deliver the back-up to the Hirer within 30 days of its receipt of such a written request, provided that the Hirer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Hirer shall pay all reasonable expenses incurred by Pynea in returning or disposing of Hirer Data; and
   4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

1. Publicity.The Hirer grants to Pynea a non-exclusive license to use the Hirer's name and logo on any of Pynea's marketing and advertising materials for hiring events. All intellectual property rights of the Hirer are and shall remain the property of the Hirer.
2. Force majeure.Neither party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Agreement by giving 5 days' written notice to the affected party.
3. Variation. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
4. Conflict. If there is an inconsistency between any of the provisions of these Terms and the Order Form, the provisions in the Order Form prevail.
5. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
6. Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
7. Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
8. Dealings. The Hirer shall not, without the prior written consent of Pynea, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.
9. Third party rights. Unless it expressly states otherwise the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
10. No partnership or agency. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
11. Notices.

    All notices in relation to the Agreement must be in writing. When given by:

    1. the Hirer to Pynea they must go to this email address: legal@pynea.com; or
    2. Pynea to the Hirer they must go to this email address: Hirer's Representative specified in the Order Form,

    or to such other email address as either party may notify to the other from time to time.

    Any notice shall be deemed to have been received upon transmission, or, if this time falls outside business hours, when business hours resume.

12. Governing law. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
13. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).