This policy was last updated on Jun 18th 2025 and is subject to change at any time.
By accessing or using the HRLocker services, downloading any related software, or continuing to interact with this website, you agree to be bound by the terms of the following Software Agreement between you and H.R. Interventions Limited (HRLocker). This agreement outlines your rights and responsibilities regarding the use of our services, software, and documentation. If you do not agree to these terms, you must not use the services.
1.2 Clause and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.
1.6 Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
1.8 A reference to a statute or statutory provision includes all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.9 A reference to writing or written excludes fax but not email.
1.10 References to clauses are to the clauses of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
2.1 Subject to the terms and conditions of this Agreement, the Company hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services, Software and the Documentation during the Term solely for the Customer’s internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
(c) each Authorised User shall keep a secure password for their use of the Services, Software and Documentation, that such password shall be changed frequently and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Company within 5 Business Days of the Company’s written request at any time or times;
(e) it shall permit the Company or the Company’s designated auditor to audit the Services and Software in order to establish the name and password of each Authorised User and the Customer’s data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at the Company’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Company’s other rights, the Customer shall promptly disable such passwords and the Company shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Company without prejudice to the Company’s other rights, the Customer shall pay to the Company an amount equal to such underpayment as calculated in accordance with the Subscription Fees set out in the Order Form within fourteen (14) Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services and Software that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and the Company reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause 2.3.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
(i) 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
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
(b) access all or any part of the Services, Software and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services, Software and/or Documentation to provide services to third parties; or
(d) subject to 2.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third-party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
(f) introduce or permit the introduction of any Virus or Vulnerability into the Services, Software or the Company’s network and information systems.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, Software and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Company.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
2.7 The Customer acknowledges and agrees that any Customer Data provided to the Company, uploaded to the Software or entered into the Services during any free trial will be permanently lost unless the Customer purchases User Subscriptions, before the expiry of any relevant free trial.
3.1 The Company shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.
3.2 The Company shall use commercially reasonable endeavours to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for:
planned maintenance carried out during the maintenance window outside of Normal Business Hours (9:00 am to 6:00 pm, Monday to Friday) and unscheduled maintenance performed outside Normal Business Hours, provided that the Company has used reasonable endeavours to give the Customer at least 2 Business Days’ notice in advance.
3.3 The Company will, as part of the Services provide the Customer with the Company’s standard customer support services during Normal Business Hours. The Customer agrees that any support services additional to the standard customer support services outside of Normal Business Hours may incur additional fees to be paid by the Customer to the Company.
4.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
4.2 The Company shall follow its procedures for Customer Data set out in its Privacy Policy available at Privacy Policy or such other website address as may be notified to the Customer from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against the Company shall be for the Company to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Company in accordance with the procedure described in its Privacy Policy. The Company shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third-party.
4.3 The Company shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at Privacy Policy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Company in its sole discretion.
4.4 Both parties will comply with all applicable requirements of the Data Protection Legislation.
4.5 If a relationship of controller and processor (each term to be as defined in the GDPR) arises between the Customer and any of the Company, the parties shall enter into a separate data processing agreement.
5.1 The Company shall perform the Services with reasonable skill and care.
5.2 The Company’s obligations at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services or Software contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company or the Company’s duly authorised contractors or agents.
5.3 If the Services do not conform with the terms of clause 5.1, Company will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.
5.4 This Agreement shall not prevent the Company 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 this Agreement.
5.5 The Company shall make incremental backups of the Customer Data every fifteen (15) minutes during Normal Business Hours and one (1) full backup made nightly in each calendar day. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against the Company shall be for the Company to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Company.
5.6 The Company shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third-party (except those third parties sub-contracted by the Company to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).
5.7 The Company reserves the right to introduce new or enhanced features, upgrades or functionalities to the Services.
6.1 The Customer shall:
(a) provide the Company with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be required by the Company;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Company may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by the Company from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Company’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
6.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, completeness, integrity, accuracy and quality of all such Customer Data uploaded to the Software and provided to the Company as part of the Services. The Company shall not be liable for any errors or omissions in any Customer Data provided by the Customer to the Company.
6.3 Subject to the prior written approval of the Company, the Customer may choose to use the Services with third-party platforms (“Third-Party Integrations”). Use of Third-Party Integrations is subject to the Customer’s agreement with the relevant third-party provider and is not subject to this Agreement. The Company shall have no liability for any Third-Party Integrations, including their operation, availability, security, interoperability or how such Third-Party Integrations use the Customer Data.
6.4 If the Customer enables Third-Party Integrations with the Services, the Company may access and exchange Customer Data with the Third-Party Integration on behalf of the Customer.
6.5 The Company shall have no liability for any interruptions to the Services or the Software or any errors or omissions caused by any Third-Party Integrations or any third-party software used by the Customer.
7.1 Each party warrants that it has the requisite authority to:
(a) enter into this Agreement;
(b) carry out its obligations under this Agreement; and
(c) grant the rights set out herein to the other party.
7.2 The Customer warrants that the Customer Data, material or content provided to the Company by the Customer are:
(a) wholly owned by the Customer or provided with the express consent from the third- party holding any ownership rights (including copyright) over such material, or, alternatively, are in the public domain, and are not owned by any third-party or otherwise covered by copyright laws;
(b) do not breach the rights of any person or entity, including privacy, publicity or rights under any applicable Data Protection Legislation; and
(c) do not result in breach of contract, tort, breach of Intellectual Property Rights, injury, damage or harm of any kind to any person or entity.
7.3 The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
7.3 The Company:
(a) does not warrant that:
(i) the Customer’s use of the Services will be uninterrupted or error-free;
(ii) that the Service operate in combination with third-party services, Third-Party Integrations or third-party software used by the Customer;
(iii) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or
(iv) the Software or the Services will be free from Vulnerabilities or Viruses.
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.4 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
7.5 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
8.1 The Customer shall pay the Subscription Fees to the Company for the User Subscriptions in accordance with this clause 8 and the Order Form. Fees for Renewal Terms shall be at the Company’s then-current rates.
8.2 The Customer shall pay the support fees to the Company in accordance with clause 3.3 and the Order Form or as communicated by the Company to the Customer from time to time.
8.3 The Customer shall on the Effective Date provide to the Company valid, up-to-date and complete credit card details/debit card details or approved purchase order information acceptable to the Company and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
(a) its credit card details/debit card details to the Company, the Customer hereby authorises the Company to bill such credit card/debit card:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Term; and
(ii) subject to clause 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Term;
(b) its approved purchase order information to the Company, the Company shall invoice the Customer:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Term; and
(ii) subject to clause 13.1 at least thirty (30) days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Term,
and the Customer shall pay each invoice within thirty (30) days after the date of such invoice.
8.4 If the Company has not received payment of Subscription Fees within fourteen (14) days after the due date for payment in accordance with the payment terms set out in this clause 8 and without prejudice to any other rights and remedies of the Company, the Company may, without liability to the Customer, disable the Customer’s password, account, delete all Customer data, suspend access to all or part of the Services, suspend access to all or part of the Software, and the Company shall be under no obligation to provide any or all of the Services and Software while the invoice(s) concerned remain unpaid.
8.5 In addition, interest shall accrue on a daily basis on any unpaid Subscription Fees due and owing at an annual rate equal to six per cent (6%) above the European Central Bank’s reference rate or if such rate shall exceed any applicable permissible legal interest rate, then at the highest legally permissible rate, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.6 All Subscription Fees and amounts stated or referred to in this Agreement are non-cancellable and non-refundable irrespective of the duration of this Agreement or early termination or expiry of this Agreement.
8.7 All Subscription Fees and amounts stated or referred to in this Agreement are exclusive of all sales, use, value-added, withholding and other taxes and duties which shall be added to the invoice(s) at the appropriate rate. The Customer shall pay all taxes and duties (including withholding tax) assessed in connection with this Agreement. The Customer shall pay all Subscription Fees in full without set off or counterclaim.
8.8 All amounts and Subscription Fees stated or referred to in this Agreement:
(a) shall be payable in [euros/pounds sterling] ;
(b) non-cancellable and non-refundable unless expressly set out in this Agreement;
(c) are exclusive of value added tax, which shall be added to the Company’s invoice(s) at the appropriate rate.
8.9 The Customer shall pay all Subscription Fees in full without any set-off or counterclaim.
8.10 The Company reserves the right to change the Subscription Fees and/or institute new Subscription Fees at the end of the Initial Term and any relevant Renewal Term.
8.11 The Customer acknowledges and agrees that any discounts on the Subscription Fees offered by the Company to the Customer are valid for a maximum of twelve (12) months unless expressly agreed otherwise by the Company in writing and that standard Subscription Fee pricing shall apply on expiry of such twelve (12) month period.
8.12 The Customer agrees and acknowledges that additional fees may apply to any uploads of Customer Data, migration of Customer Data or custom integrations in the Software required by the Customer, in addition to the Subscription Fees under this Agreement.
9.1 This Agreement shall not operate to transfer any title, interest or Intellectual Property Rights in the Software.
9.2 The Customer hereby grants to the Company a non-exclusive, non-transferable, royalty free, worldwide, personal licence to use, process, store and transmit the Customer Data during the Term to the extent necessary and for the sole purpose of the proper performance of the Services.
9.3 Unless specified otherwise in this Agreement, the licences granted to the Customer pursuant to clause 2.1 shall terminate automatically at the end of the Term or on earlier termination of this Agreement.
9.4 The Customer acknowledges and agrees that the Company and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer 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.
9.5 The Company 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 of this Agreement.
9.6 The Customer shall own all rights, title, and interest in and to all of the Customer Data and shall have the sole responsibility for the integrity, accuracy and legality of such Customer Data.
10.1 Confidential Information means 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 in connection with the Services and Documentation including but not limited to:
(a) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, assets, affairs, customers, clients, Company’s, of the disclosing party; and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
(b) any information developed by the parties in the course of carrying out this Agreement and the parties agree that:
(i) details of the Services, and the results of any performance tests of the Services, shall constitute Company Confidential Information; and
(ii) Customer Data shall constitute Customer Confidential Information;
Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
10.2 The provisions of this clause shall not apply to any Confidential Information that:
(a) 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);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) 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 from disclosing the information to the receiving party;
(d) the parties agree in writing is not confidential or may be disclosed.
10.3 Each party undertakes that it shall not at any time during the Term, disclose to any person any Confidential Information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by this clause 10.
10.4 Each party may disclose the other party’s Confidential Information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.5 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 this Agreement.
10.6 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.1 The Customer shall defend, indemnify, keep indemnified and hold harmless on demand the Company 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 Customer or its Authorised User’s:
(a) use of the Services and the Software;
(b) any unauthorised use of the Services and the Software;
(c) infringement or violation of the Company’s Intellectual Property;
(d) breach of applicable law including any violation of third-party rights arising from the use of the Services; and
(e) any material breach of this Agreement.
12.1 Except as expressly and specifically provided in this Agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any Customer Data, information, documentation, instructions or scripts provided to the Company by the Customer in connection with the Services, or any actions taken by the Company at the Customer’s direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
(c) the Services and the Documentation are provided to the Customer on an “as is” basis.
12.2 In no event shall the Company, its employees, agents and sub-contractors be liable to the Customer for:
(a) a modification of the Services or Documentation by anyone other than the Company;
(b) the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Company; or
(c) the Customer’s breach of this Agreement.
12.3 Nothing in this Agreement shall limit or exclude any liability for:
(a) for death or personal injury caused by negligence;
(b) for fraud or fraudulent misrepresentation; and
(c) any liability that cannot be legally limited.
12.4 Subject to clause 12.3, the Company shall have no liability for any:
(i) loss of profits,
(ii) loss of business,
(iii) wasted expenditure,
(iv) depletion of goodwill and/or similar losses,
(v) loss or corruption of data or information, or
(vi) any special, indirect or consequential loss, costs, damages, charges or expenses; and
(vii) the Company’s total liability to the Customer in respect of all losses and damages arising under or in connection with this Agreement including whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited in aggregate equal to one hundred percent (100%) of the aggregate Subscription Fees paid by the Customer to the Company in the past twelve (12) months prior to the date the liability was incurred.
12.5 References to liability in this clause 12 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.6 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Company’s Intellectual Property Rights.
13.1 This Agreement shall commence on the Effective Date and (subject to early termination in accordance with this clause 13) shall continue in full force and effect for a period of one (1) year (the “Initial Term”) and, thereafter, this Agreement shall be automatically renewed for successive periods of twelve (12) months (each a “Renewal Term”), unless:
(a) Either party notifies the other party of termination, in writing, at least thirty (30) days before the end of the Initial Term or any Renewal Term, in which case this Agreement shall terminate upon expiration of the Initial Term or any applicable Renewal Term; or
(b) Otherwise terminated in accordance with the provisions of this Agreement;
and the Initial Term together with any subsequent Renewal Terms shall constitute the term (the “Term”).
13.2 The Company may terminate this Agreement on 14 days written notice to the Customer in the event the Customer fails to discharge any Subscription Fees due and owing despite written notice to discharge same. In this event, the Company may destroy or otherwise dispose of any of the Customer Data in its possession.
13.3 The Company may terminate this Agreement with immediate effect if the Customer undergoes a Change of Control.
13.4 The Company may terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of fifteen (15) Business Days after being notified in writing to do so.
13.5 Upon expiry or termination of the Term, if the Customer wishes to continue using the Services, such continued use shall be subject to a minimum commitment period of six (6) months (the “Extension Term(s)”). The Agreement shall automatically renew for additional Extension Terms of six (6) months each unless either party provides written notice of non-renewal at least 30 calendar days prior to the end of the then-current Extension Term. A monthly rolling arrangement is expressly excluded.
13.6 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: the other party suspends or threatens to suspend, payment of its debts as they fall due or admits inability to pay its debts or suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business or an order is made or a resolution is passed for the winding up of the other party, or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or such an examiner is appointed, or a receiver is appointed over any of the other party’s assets or undertaking, or circumstances arise which entitle a court or a creditor to appoint a receiver or manager or which entitle a court or a creditor to appoint a receiver or manager or which entitle a court to make a winding-up order, or the other party takes or suffers any similar or analogous action in consequence of debt or an arrangement or composition is made by the other patty with its creditors or an application to a court for protection from its creditors is made by the other party.
13.7 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Software, Services and/or the Documentation;
(b) each party shall return and make no further use of any property, Documentation, and other items (and all copies of them) belonging to the other party;
(c) the Customer shall immediately pay to the Company any sums due to the Company under this Agreement; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.
The Company shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, cyber attacks, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, pandemic, epidemic, accident, breakdown of plant or machinery, fire, flood, storm or default of its suppliers or sub-contractors.
15.1 The Company may update the terms of this Agreement at any time on notice to the Customer in accordance with this clause 15. The Customer’s continued use of the Software, Services and the Documentation following the deemed receipt and service of the notice under this clause 15 shall constitute the Customer’s acceptance to the terms of this Agreement as varied.
15.2 If the Customer does not wish to accept the terms of this Agreement (as varied), the Customer must immediately stop using and accessing the Software, Documentation and Services on the deemed receipt an service of the notice.
16.1 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.
16.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18.1 If any provision or part-provision of this 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 this Agreement.
18.2 If any provision or part-provision of this Agreement is deemed deleted under clause 18.1 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.
19.1 This 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.
19.2 In the event of any conflict arising between the terms and conditions set out herein, the Order Form and the Terms of Service – HireHive Recruiting Software, the documents shall take precedence as follows:
(i) the terms and conditions set out herein;
(ii) the Order Form; then
(iii) the Terms of Service – HireHive Recruiting Software
20.1 The Customer shall not, without the prior written consent of the Company, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
20.2 The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives prior written notice of such dealing to the Customer.
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
22.1 This Agreement may be executed in any number of counterparts, including electronic counterparts, each of which is an original and all of which when taken together shall constitute one and the same agreement.
22.2 This Agreement shall not be effective however until each party has executed at least one (1) counterpart and those counterparts have been exchanged.
22.3 Without prejudice to any other method of execution and exchange, the transmission by email in PDF or JPEG format (or such other format as is agreed between the parties in advance of transmission) by one party to the other of a copy of the Agreement duly executed shall have the same effect as the delivery of an original of this Agreement.
22.4 Without prejudice to any other method of execution and exchange, subject to other express terms of this Agreement governing its validity, each party agrees that:
(a) Any signature required for the execution of this Agreement may be an electronic signature (as defined by the Electronic Commerce Act 2000) (including pdf, facsimile or electronically image signatures provided by a digital signature provider) and such signature shall have the same effect as a handwritten signature;
(b) The other party shall be entitled to rely on the execution and exchange of this Agreement electronically; and
(c) the execution and exchange of this Agreement effected electronically shall constitute a legally binding agreement among the parties to it and conclusive evidence of such agreement, in each case as if it had been, as applicable, signed, executed and exchanged manually.
23.1 The Company will contact the Customer by email or by pre-paid post to the address provided by the Customer in accordance with their Order Form for the Services and Software.
23.2 Note that any notice:
(a) Given by the Company to the Customer will be deemed received and properly served twenty-four (24) hours it is first posted on the website, twenty-four (24) hours after an email is sent, or three (3) days after the date of posting of any letter; and
(b) Given by the Customer to the Company will be deemed received and properly served twenty-four (24) hours after an email is sent, or three (3) days after the date of posting of any letter.
23.3 In proving the service of any notice, it will be sufficient to prove, in the case of posting on the Company’s website, that the website was generally accessible to the public for a period of twenty-four (24) hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.
23.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
This 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 Ireland.
Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
This Agreement has been entered into on the date of the Customer’s acceptance of the terms and conditions set forth herein.