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Terms of Service

Last updated: [DATE] Version: 1.0

1. Who these terms are between

These terms are between [LEGAL ENTITY NAME], a company registered in England and Wales (number [COMPANY NUMBER]) whose registered office is [REGISTERED ADDRESS] ("we", "us", "our"), and the organisation that subscribes to the Service ("you", "Customer").

By signing an Order Form, or by using the Service, you accept these terms. If you are accepting on behalf of an organisation, you confirm you have authority to bind it.

2. Definitions

Service — the applicant tracking system we make available at yafflehire.com, including its careers pages, embeddable widget and APIs.

Order Form — the document recording your subscription, its term and its fees.

Customer Data — all data you or your Authorised Users put into the Service, or that candidates submit through it, including personal data.

Authorised User — an individual you permit to use the Service under your account.

Candidate — an individual who applies for a role through the Service, or whose details you enter into it.

DPA — the Data Processing Agreement, which forms part of these terms.

Documentation — the user and security documentation we make available.

3. The Service

We grant you a non-exclusive, non-transferable right to use the Service during the term, for your own internal recruitment.

We will provide the Service with reasonable skill and care, and in accordance with the Documentation.

3.1 Beta

Include this while vive-hire.co.uk is the environment customers are on, and delete it at general availability.

The Service is currently offered on a beta basis. It is provided as-is, the service levels in section 4 do not apply, features may change or be withdrawn, and we may need to take it down at short notice. You should not rely on it as the sole record of a recruitment process, and you should keep your own copies of anything you would be unable to reconstruct. Fees during beta are as stated on the Order Form (which may be nil).

3.2 Changes

We improve the Service continuously. We will not materially reduce its core functionality during a paid term. Where a change materially affects how you use it, we will give you reasonable notice through the Service or by email.

4. Availability and support

[AT GENERAL AVAILABILITY, EITHER SET A TARGET HERE OR REFERENCE A SEPARATE SLA.]

We aim for [99.x]% monthly availability, excluding planned maintenance notified in advance and matters outside our reasonable control. Support is available [HOURS] at [SUPPORT EMAIL], with a target first response of [PERIOD].

We may suspend the Service, in whole or part, to carry out urgent maintenance or to deal with a security threat. We will restore it as quickly as we reasonably can and tell you what happened.

5. Your account and your users

You are responsible for:

  • keeping credentials secure, and for everything done under your account;
  • setting up your Authorised Users' roles and permissions correctly, and removing users promptly when they leave;
  • telling us without delay if you believe an account has been compromised.

We offer two-factor authentication and single sign-on, and we recommend both. Where you require single sign-on, you are responsible for your identity provider and for the consequences of losing access to it — we offer a recovery route, described in the Documentation, but we cannot restore access to a directory we do not control.

You may not share a single named account between people.

6. Acceptable use

You will not, and will not permit anyone else to:

  • use the Service unlawfully, or to process data you have no lawful basis to process;
  • upload malware, or content that is unlawful, defamatory or infringing;
  • attempt to gain unauthorised access to the Service, another customer's data, or the infrastructure it runs on;
  • probe, scan or load-test the Service without our prior written consent (we will usually give it — please ask);
  • reverse engineer, decompile or copy the Service, except to the extent that applicable law says you may despite this restriction;
  • resell, sublicense or provide the Service as a bureau service to a third party, unless the Order Form says otherwise;
  • use the Service to send unsolicited marketing to candidates.

If you breach this section we may suspend your access immediately. We will tell you why and, where it is safe and lawful to do so, give you a chance to put it right.

7. Customer Data and data protection

You are the data controller for Customer Data. We are your processor. You decide what to collect from candidates, why, and for how long to keep it.

You warrant that:

  • you have a lawful basis for the personal data you put into the Service and for our processing of it on your behalf;
  • you have given candidates the privacy information the UK GDPR requires, including that a processor is used;
  • where the Service collects equal opportunities data or criminal records declarations, you have a lawful basis under Article 9 or the Data Protection Act 2018 for doing so;
  • your instructions to us will not put us in breach of data protection law.

We will:

  • process Customer Data only on your documented instructions;
  • keep it confidential and secure, as described in the DPA and our security documentation;
  • assist you with data subject requests, security, breach notification and impact assessments, as the DPA sets out;
  • notify you without undue delay if we become aware of a personal data breach affecting Customer Data;
  • use only the sub-processors listed in the DPA, and tell you before we change them.

The DPA governs all of this and takes precedence over these terms on anything to do with personal data.

7.1 Decisions remain yours

The Service extracts information from CVs and can score how well a candidate matches a role. These are aids to a human decision. You agree not to use the Service to make a decision about a candidate by automated means alone where that decision produces legal effects or similarly significantly affects them, and to keep a person meaningfully involved in the decision. We build the product to support that, and it is a condition of using it.

7.2 Your data is yours

You own Customer Data. We claim no rights over it beyond what we need to run the Service for you.

We may use aggregated, anonymised information about how the Service is used to operate and improve it. This never identifies you, your Authorised Users or any candidate, and it is not derived from the content of applications.

We do not use Customer Data to train machine learning models, and our sub-processors are contractually barred from doing so.

8. Fees

[COMPLETE FROM THE COMMERCIAL MODEL. The clauses below are a sensible default.]

Fees are as stated on the Order Form, exclusive of VAT. We invoice [monthly / annually in advance] and payment is due within [30] days.

We may increase fees on renewal by giving [60] days' notice before the end of the current term.

Late payment carries interest under the Late Payment of Commercial Debts (Interest) Act 1998. If an invoice is more than [30] days overdue we may suspend the Service after giving you [14] days' written notice and a chance to pay.

9. Intellectual property

We own the Service, its software, and all intellectual property in it. These terms grant you a right to use it, not any ownership.

If you give us feedback or suggestions, we may use them freely and without obligation to you. This does not give us any right to Customer Data.

10. Confidentiality

Each of us may receive confidential information from the other. Each will keep the other's confidential information secret, use it only for the purposes of these terms, and protect it at least as carefully as its own.

This does not apply to information that is public through no fault of the recipient, was already known to it, is independently developed, or must be disclosed by law or a regulator — in which case the recipient will, where lawful, tell the other first.

These obligations continue for [3] years after the contract ends, and indefinitely for personal data and trade secrets.

11. Warranties

We warrant that we have the right to provide the Service and that we will provide it with reasonable skill and care.

Otherwise, and to the fullest extent the law allows, the Service is provided without warranties of any kind, whether express, implied or statutory, including implied warranties of satisfactory quality or fitness for a particular purpose. We do not warrant that the Service will be uninterrupted or error-free, or that it will produce any particular recruitment outcome.

12. Liability

Nothing in these terms limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that:

12.1 Excluded losses

Neither party is liable for loss of profit, revenue, business, goodwill, anticipated savings, loss or corruption of data beyond our obligation to restore from backup, or for indirect or consequential loss, however arising.

12.2 The cap

Each party's total liability arising in any 12-month period is limited to the greater of:

  • the fees paid or payable by you under the Agreement in the 12 months before the event giving rise to the claim; and
  • £[5,000].

12.3 Data protection

The cap in 12.2 applies to claims arising from a breach of section 7 or of the DPA

For the avoidance of doubt, a contractual cap between us does not limit:

  • a data subject's right to compensation under Article 82 of the UK GDPR;
  • any fine or enforcement action by the Information Commissioner; or
  • either party's own direct liability to a regulator.

We each remain responsible for our own acts as controller or processor.

12.4 Beta, and insurance

While the Service is offered on a beta basis (section 3.1), and while fees are nil or nominal, you acknowledge that:

  • the Service is provided without the service levels in section 4;
  • you are responsible for keeping your own records of your recruitment decisions, and for any copy of Customer Data you would be unable to reconstruct; and
  • the cap in 12.2 reflects the fact that the Service is supplied for nil or nominal consideration during this period.

[Include only while it is true:] We do not currently hold professional indemnity or cyber liability insurance. We will put appropriate cover in place before the Service ceases to be offered on a beta basis, and will tell you when we do.

You are responsible for keeping your own records of your recruitment decisions to the extent you need them for your own legal purposes.

13. Indemnities

We will defend you against a claim that the Service infringes a third party's UK intellectual property rights, and pay damages finally awarded, provided you tell us promptly, let us control the defence, and co-operate. If such a claim is made we may modify the Service, obtain a licence, or terminate and refund fees for the unused term. This does not apply where the claim arises from Customer Data or from your use of the Service contrary to these terms.

You will indemnify us against claims arising from Customer Data, from your breach of section 6, or from your breach of the warranties in section 7.

14. Term and termination

These terms run for the term on the Order Form and renew for successive periods of the same length unless either of us gives [30] days' notice before the end of the current term.

Either party may terminate immediately on written notice if the other materially breaches these terms and does not remedy it within [30] days of being asked, or becomes insolvent.

14.1 What happens to your data

On termination, your access ends. For [30] days afterwards you may ask us to export Customer Data, and we will provide it in a structured, commonly used format.

After that period we delete it: every store belonging to you is purged, and your encryption key is then destroyed — which renders unreadable any copy that a record-by-record delete could not reach. This is irreversible. Export first.

We may retain data where the law requires, and backups may persist for a short period before they expire on their own cycle; they remain encrypted and subject to these terms until they do.

15. General

Force majeure. Neither party is liable for failure caused by events beyond its reasonable control, provided it tells the other and mitigates.

Assignment. Neither party may assign these terms without the other's consent, not to be unreasonably withheld, except to a successor of its business.

Publicity. We will not use your name or logo as a customer reference without your prior written consent. [OR SET A DEFAULT AND AN OPT-OUT.]

Subcontracting. We may use subcontractors, and remain responsible for what they do. Sub-processors of personal data are governed by the DPA.

Notices. In writing, to the addresses on the Order Form; email is sufficient except for notices of termination or of a claim.

Entire agreement. The Order Form, these terms and the DPA are the whole agreement, and replace anything said beforehand. Neither party relies on any statement not set out in them. Nothing limits liability for fraudulent misrepresentation. If the documents conflict: the DPA on personal data, then the Order Form, then these terms.

No partnership. Nothing here creates a partnership, agency or employment relationship.

Third parties. No one other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999.

Severance. If a provision is unenforceable, the rest stands.

Waiver. A failure to enforce is not a waiver.

Variation. We may amend these terms by giving [30] days' notice. If an amendment materially disadvantages you, you may terminate without penalty before it takes effect.

Law and jurisdiction. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

16. Contact

Yaffle Limited, [TBC] dpo@yafflehire.com