Terms and conditions.

Please read this Software-as-a-Service Agreement carefully before using this software. By accessing this Website, you are agreeing that you have read all of the Terms and Conditions set forth below, understand all of the terms and conditions of this Agreement and agree to be bound by the Terms and Conditions of this Agreement. If you are entering into this Agreement on behalf of a company or other entity, you represent that you are the employee or agent of such company (or other entity) and you have the authority to enter into this Agreement on behalf of such company (or other entity).

1 Introduction and definitions

1.1 Behavioural Intelligence Ltd, registered in England and Wales number 6868913, whose registered office is at The Mill, Pury Hill Business Park, Alderton Road, Towcester, England, NN12 7LS (‘the Provider’, also referred to as ‘we’, ‘us’ and ‘our’), is the owner or licensee of proprietary software known as “Hire Insight”, used by the Provider to provide the Hire Insight Services to you (“the Client”, also referred to as ‘you’ and ‘your’), and hereinafter defined as the Hire Insight Software.

1.2 The Hire Insight Software comprises web-based recruitment tools; candidate and applicant tracking tools; storage and upload tools; opportunity management tools, and an agency portal for managing and presenting recruitment campaigns.

1.3 The Hire Insight Software permits the Client to:

1.3.1 track contact and organisation information;

1.3.2 store files and documents;

1.3.3 manage business leads and opportunities;

1.3.4 create and manage recruitment campaigns;

1.3.5 administer candidate applications;

1.3.6 access Third-Party Services including psychometric testing;

1.3.7 enable the Client’s client to view and track recruitment campaign progress;

1.3.8 enable the Client’s client to view candidate files and psychometric test reports;

1.3.9 enable the Client’s client to have access to Third-Party Services including psychometric tests.

1.4 The services offered by the Provider through the Hire Insight Software include any features, content, or applications offered or made available from time to time by the Provider and/or its licensors in connection with the Hire Insight Software (collectively, the "Services"), which are operated by the Provider and/or third parties.

1.5 The term ‘Client’ refers to any person or persons who have subscribed to the Services. The term ‘User’ refers to any person or persons who access the Services, whether as a Client, a Client’s Client, a Visitor, a representative or employee of a Client, or any other user, and have been authorised by the Client to use the Services on behalf of the Client and have been supplied user identifications and access information by the Provider for this purpose. The term ’Visitor’ refers to a person or persons who have not subscribed to the Services.

1.6 ‘Client Data’ includes account and user information, file metadata, permissions, and storage location. ‘User Data’ means any data, content, works and information provided or uploaded by the Client and/or any User introduced by the Client to the Provider through the Hire Insight Services.

1.7 The Services are controlled, operated and administered by the Provider from its offices within the United Kingdom. ‘Client Data’ is stored in the United Kingdom and the European Union. ‘User Data’ may be stored in a region of the Client's choice, from the following options: Australia, Canada, Europe, Singapore, South America, United Kingdom, United States of America. The Provider makes no representation that materials accessible through the Services are appropriate or available for use at other locations outside of the United Kingdom and access to them from territories where their contents are illegal is prohibited. You may not use the Services in violation of UK export laws and regulations. If you access the Services from locations outside of the UK, you are responsible for compliance with all local laws. These Terms and Conditions for Access to the Services shall be governed by the laws of the United Kingdom, without giving effect to its conflict of laws provisions.

1.8 The Provider reserves the right to use third parties to: 1.8.1 provide any or all of the Services, including to host applications servers;

1.8.2 store and backup data;

1..8 to send electronic and print communications;

1.8.4 perform any administrative design development and maintenance work in relation to the Services.

1.9 The Provider shall on request enable access to specific proprietary Third-Party Services, such as psychometric tests. In such case, the Third Party’s Terms and Conditions will be made available to the Client by the Third Party. The Client undertakes to accept the Third-Party’s Terms and Conditions for Access to such Services. If the Client does not accept these Terms and Conditions, access will not be granted by the Provider.

2 Acceptance and access

2.1 These Terms and Conditions set forth the legally binding terms for your use of the Services. By using the Services, and in consideration of the Provider providing the Services to you, you agree to be bound by these Terms and Conditions, whether you are a Client, a Visitor, or a User.

2.2 You are authorised to use the Services (regardless of whether your access or use is intended) only if you agree to abide by all applicable laws and to be legally bound by these Terms and Conditions which are presented for acceptance on logging in to the Services. By clicking the “I agree to the Terms and Conditions and Privacy Policy” button after logging in, you accept and agree to be bound by the Terms and Conditions for Access to the Services as they may be modified and posted on our website from time to time.

2.3 If you do not agree with these Terms and Conditions, you should discontinue use of the Services immediately.

Please read these Terms and Conditions carefully and save a copy.

2.4 When you place your order for one or more of the Services it is an offer by you to enter into a legal contract with us. If you wish to become a Client, and make use of the Services available only to Clients, you will need to request to register for the Services ("Request"). The Provider is entitled to refuse any registration request placed by you. If your registration request is accepted, we will confirm acceptance to you by online electronic means ("Confirmation") to the email address you have given us.

3 Use of the Services

3.1 These Terms and Conditions include the Provider's policy for acceptable use of the Services and content posted on the Website and your rights, obligations and restrictions regarding your use of the Services.

3.2 By using the Services, you represent and warrant that

3.2.1 all registration information you submit is truthful and accurate;

3.2.2 you will maintain the accuracy of such information (including your email address);

3.2.3 where registration as a Client is required in order to use a Service you are 18 years of age or older; and

3.2.4 your use of the Services does not violate any applicable law or regulation.

3.3 You may be prohibited from using the Services without warning, if we believe that you are under 18 years of age.

3.4 When you register to become a Client, using email and password authentication, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password.

3.5 You agree not to use the account, username, or access information of another Client at any time or to disclose your access information to any third party. You agree to notify the Provider immediately by emailing support@hireinsight.io if you suspect any unauthorised use of your account. You are solely responsible for any and all use of your account.

3.6 Subject to the Terms and Conditions of this Agreement, the Provider grants to the Client during the Term (as defined below) a non-exclusive, non-transferable right to access and use the Hire Insight Services solely for the Client’s internal business purposes.

3.7 The Client may grant access to and use of the Services to Users authorised by the Client subject to the Terms and Conditions of this Agreement. The Client will remain fully responsible and liable for all acts and omissions of such third parties arising from or related to this Agreement.

4 Modification to Terms and Conditions

The Provider may modify these Terms and Conditions from time to time. Any modifications shall become effective upon the posting of the revised Terms and Conditions on the Provider's website, or by providing notice to you. You agree to be bound by any changes to these Terms and Conditions when you use the Services after any such modification has occurred. If you do not agree to be bound by them, you should not use the Services.

5 Availability of the Services

5.1 The Provider will endeavour to make the Services available but cannot guarantee that the Services will operate continuously or without interruptions or be error free and can accept no liability for its unavailability.

5.1.1 The Services use multi-site replication, with the aim of having as high an uptime as possible.

5.1.2 In the event of system failure, loss of access or deterioration in services regarding access to the Services, the Provider shall take all reasonable steps to restore or rectify the Services.

5.1.3 The Provider reserves the right to suspend the Services temporarily if the need arises, in order to carry out maintenance to the Hire Insight Software. Wherever possible, such suspensions shall take place outside of working hours and the Client shall be notified in advance.

5.3 The Provider reserves the right to de-activate an account which has not been logged into for more than 1 (one) year. Following notification to the Client, the Provider reserves the right to permanently remove the account and its data from the Services.

5.4 In order to use the Services, one of the following browsers is required: Safari 12.1+, Google Chrome 79+, Microsoft Edge 79+, Firefox 72+. Clients can also make use of the Hire Insight desktop application for Apple macOS or Microsoft Windows. The Services may work in a limited manner on other web browsers (including earlier versions of the previously mentioned browsers), but the Services were not designed for use on web browsers other than those recommended above. Some features may be available only when using the Hire Insight desktop application.

6 Information you provide

6.1 The following applies to any information you provide to us, for example, during any registration or subscription process.

6.1.1 You authorise us to use, store or otherwise process any personal information which relates to and/or identifies you, including, but not limited to, your name and address, to the extent reasonably necessary to provide the Services which are available through our website by us, our partners, successors (including the purchaser of the whole or part of our business), associates, sub-contractors or other third parties.

6.1.2 If you obtain or choose to buy services through our website then we may collect information about your buying behaviour and if you send us personal correspondence such as emails or letters or post reviews of other messages on any bulletin boards or in any chat areas then we may collect this information into a file specific to you (together, the various purposes set out in this paragraph and in our Privacy Policy shall be known as 'the Purposes'). All such information collected by us shall be referred to in these Terms and Conditions as 'Personal Information'.

6.1.3 You must ensure that the Personal Information you provide is accurate and complete and that all registration details (where applicable) contain your or your company's correct name, address and other requested details. For more information about how we deal with your Personal Information, please read our Privacy Policy.

6.2 By accepting these Terms and Conditions, you agree to the processing and disclosure of the Personal Information for the Purposes. If you would like to review or modify any part of your Personal Information then you should contact us.

7 Applicability of online materials

7.1 The Services are controlled, operated and administered by the Provider from its offices within the United Kingdom. Client Data (including account and user information, file metadata, permissions, and storage location) is stored in the United Kingdom and the European Union. User Data (files and documents uploaded by the Client and/or a Client of the Client) may be stored in a region of the Client's choice, from the following options: Australia, Canada, Europe, Singapore, South America, United Kingdom, United States of America.

7.2 The file storage functionality of the Services is intended for the uploading and storage of digital assets, documentation, sales materials, marketing materials, recruitment materials, candidate information and curricula vitae. It is not intended to be used for the uploading and storage of sensitive personal information including, but not limited to, payment card details, passwords, or medical records.

7.3 We have endeavoured to ensure that our website and the Services comply with UK laws. However, we make no representations that the materials on our website and on the Services are appropriate or available for use in locations outside the UK. Those who visit our website or use the Services from other locations do so on their own initiative and are responsible for compliance with all applicable laws. If use of our website and/or viewing of it, or use of any material or content on our website or the Services, or products offered through our website or the Services are contrary to or infringe any applicable law in your jurisdiction(s), you are not authorised to view or use our website and the Services and you must exit immediately.

7.4 The Provider makes no warranties, express or implied, that making the Services available in any particular jurisdiction outside the UK is permitted under any applicable non-UK laws or Regulations. Accordingly, if making the Services or any part available in your jurisdiction or to you (by reason of nationality, residence or otherwise) is prohibited, the Services are not offered for subscription by you. You accept that if you are resident outside the UK, you must satisfy yourself that you are lawfully able to subscribe to the Services. The Provider accepts no liability, to the extent permitted by applicable law, for any costs, losses or damages resulting from or related to the access or attempted access of the trustees for citizens, residents or nationals of other countries.

8 Modification of the Services

8.1 The Provider reserves the right to improve or modify the Services without prior notice but shall notify the Client of any modifications which affect the form or function of the Services. No compensation or damages for breach of contract shall be payable to the Client by reason of such improvement or modification.

9 Intellectual property and other rights

9.1 All copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) relating to the Services and the Hire Insight Software and all content (including all applications) located on the website shall remain vested in the Provider and/or third parties including, without limitation, any licensors from whom the Provider has licensed such rights (as the case may be).

9.2 You may not sub-licence, copy, reproduce, republish, disassemble, decompile, reverse engineer, download, post, broadcast, transmit, make available to the public, or otherwise use the content in any way except as otherwise expressly permitted by law. You also agree not to adapt, alter or create a derivative work from any of the Services except as otherwise expressly permitted by law. Any other use of the Services requires the prior written permission of the Provider.

9.3 The names, images and logos identifying the Provider or third parties and their products and services are subject to copyright, design rights and trademarks of the Provider and/or third parties. Nothing contained in these Terms and Conditions shall be construed as conferring any licence or right to use any trademark, design right or copyright of the Provider or any other third party.

9.4 You may not use the Services in a manner which infringes the Intellectual Property, proprietary or personal rights of any third party.

9.5 You hereby grant to the Provider a non-exclusive right and licence to use, store, process, transfer, display and reproduce the Client Data and User Data solely for the limited purpose of performing the Provider’s obligations hereunder for the benefit of the Client. The Provider shall not use the Client Data or User Data for the benefit of any other customer of the Provider, or for any other purpose, without the Client’s prior written approval. Subject to the rights granted in this Agreement, the Client retains all right, title and interest in and to the Client Data and User Data, and the Provider acknowledges that it neither owns nor acquires any additional rights in and to the Client Data and User Data not expressly granted by this Agreement. The Client represents and warrants that it has the right to use the User Data and provide the User Data to the Provider.

9.6 You represent and warrant to us that you will not add or upload any material to the Services for any purpose unless you are the owner of all proprietary rights in that material (or have been given a valid licence from the owner of the proprietary rights in such material) and you have obtained releases for all related copyright, privacy and publicity rights.

9.7 The Provider may generate usage data to operate, improve, analyse, and support the Services and for benchmarking and reporting and for any other lawful business purposes. However, the Provider will not disclose Usage Data externally, including in benchmarks or reports, unless it has been (i) de-identified so that it does not individually identify the Client or Users and (ii) aggregated with usage data across other Provider customers. “Usage Data” means technical logs, data and learnings about the Client’s use of the Services.

10 Term

10.1 The Services shall commence on the date of acceptance (the Effective Date) and be provided for a minimum Initial Subscription Term of 12 (twelve) months. Thereafter, this agreement shall be automatically renewed for successive periods of 12 (twelve) months (each a Renewal Period) unless terminated by either party in accordance with the provisions of this agreement.

10.2 Notice of termination may be made by the Client in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period. Notice should be given as set out in Clause 22.

10.3 The Provider reserves the right to terminate your account in the event of a breach of these Terms and Conditions, applicable legislation, regulations, directions, codes of practice, and best practice guides.

10.4 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:

10.4.1 the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

10.4.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or

10.4.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

10.4.3 a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or

10.4.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

10.4.6 the other party ceases, or threatens to cease, to trade; or

10.4.7 there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or

10.4.8 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

10.5 These Terms and Conditions shall remain in full force and effect while you use the Services or are a Client.

10.6 Once your account is terminated, you will no longer have access to any elements of the Services, including Third Parties or Third Party materials. In addition, you will not have access to any unused elements or materials, and unused credits for the purchase of such materials will be voided.

10.7 Once your account is terminated, all of your content will be deleted from the Services, subject to a period of notice which will be given by the Provider. You will be able to download your content prior to the termination of your account.

11 Fees and payments

11.1 You acknowledge that the Provider reserves the right to charge for the Services and/or to change any applicable fees from time to time in its discretion.

11.2 Details of our prices and payment for subscription to the Services, and for any charges for extra features or services, or for the use of Third Party materials, are displayed on our website, or within the Services, or are available on application.

11.3 Payment of the Subscription Fee shall be made in advance to the Provider or the Provider’s appointed agent, according to the payment plan offered to the Client by the Provider, unless otherwise stated. Payment for any other charges which are incurred as a result of the use of particular features shall be to the Provider or the Provider’s appointed agent in arrears. Payment is to be made in one of the currencies offered on the Services, by means of a credit or debit card, to the payment processing services provider of the Provider or the Provider’s appointed agent, unless otherwise notified.

11.4 All prices are quoted exclusive of any Value Added Taxes or other applicable sales taxes for which the Client is liable at the current applicable rate at the point of payment.

11.5 The price of any subscription is the price in force at the date and time of your order. We reserve the right to change the prices up until the date and time you place your order.

11.6 If the relevant subscription period has elapsed since the previous payment was made, you will not be able to access the Services until payment of the accrued amount has been received by us. The accrued amount owed will take into account any price changes which have taken place during the relevant period.

11.7 Access to the Services by the Client will not be possible until payment has been received by the Provider or the Provider’s appointed agent. Details of the amount owed will appear when you login to the Services.

11.8 If you wish to upgrade your subscription plan before the full subscription period has elapsed, you will be charged the difference between the two subscription plans until the following due date. The higher subscription fee will then become due and will continue to apply.

11.9 If the subscription plan offered to the Client by the Provider specifies limits, including but not limited to number of users or amount of storage, that limit is not able to be exceeded unless the appropriate subscription fee for the increase is paid in advance. The difference between the subscription fees for the two price plans will be charged until the due date for the new subscription plan. The higher subscription fee will then become due and will continue to apply.

11.10 You undertake that all details you provide to us or to our payment processing services providers for the purpose of subscribing to the Services will be correct, that the credit card which you use is your own and that there are sufficient funds or credit card facilities to cover the cost of any subscription. We, our payment processing services providers, or the payment processing services providers of our appointed agent, reserve the right to obtain validation of your credit card details before providing you with any of the Services.

11.11 If payment is not received the Provider reserves the right to de-activate the account and re-activation will incur a re-activation fee payable by the Client. Notwithstanding any such de-activation of the account, fees will continue to accrue on a monthly basis until the Client provides notice to terminate the account. These fees will remain outstanding after the account has been terminated until payment has been received from the Client. If the account is not re-activated within 1 (one) year, the Provider reserves the right to delete all the data on or associated with the Client's account.

11.12 Refunds

11.12.1 All fees payable under this Agreement are non-refundable, save as otherwise provided in this sub-clause.

11.12.2 If we terminate your account or use of any of the Services because you have breached these Terms and Conditions or other applicable Terms and Conditions you shall not be entitled to a refund of any unused portion of subscription fees or charges.

11.12.3 If you choose to terminate your account according to 11.2, any charges relating to the acquisition of Third Party materials (including psychometric tests) will not be refunded.

11.12.2 Full or partial refunds of the Subscription Fees paid will be given only where the Services provided by the Provider are found to be defective.

11.12.3 Refunds will not be given where the Provider is unable to replicate the issue causing the defect or the issue stems from the user or their equipment; or a third-party’s equipment, services, or actions.

11.12.4 In the case of a defect in the Services the Provider reserves the right to offer, instead of a full refund, a partial refund and/or an additional free period of service at its sole discretion.

11.12.5 The maximum amount of any refund will be one month’s Subscription Fee paid by the Client directly affected by the defective Services; or, in the case of an annual Subscription, the Provider will refund the Fee paid by the Client for the Services for the period during which the Client was not able to use the Services.

11.12.6 Where a refund is offered and accepted by the Client, payment in respect of the refund will be made within 7 (seven) business days of receiving the Client’s acceptance of the refund.

11.12.7 The provisions of this clause shall survive the termination of this Agreement.

12 Content posted or transmitted

12.1 You are solely responsible for the content that you post on any of the Services, and for your interactions with other Users. The Provider does not endorse and has no control over content posted by Users. Content is not necessarily reviewed by the Provider prior to posting and does not necessarily reflect the opinions or policies of the Provider. The Provider makes no warranties, express or implied, as to the content or to the accuracy and reliability of the content or any material or information that you transmit or which is transmitted on your behalf using the Services.

12.2 The Provider also accepts no responsibility or liability for the storage or backup of any Client or User data or for any loss or damage incurred as a result of any data lost.

12.3 Except to the extent which cannot be excluded or limited by law or regulation in respect of the content of the Services, the Provider assumes no responsibility for monitoring its Services for inappropriate content or conduct. If at any time the Provider chooses, in its sole discretion, to monitor the Services, except as required by law or regulation, the Provider nonetheless assumes no responsibility for the content (other than the Provider content), no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of the User submitting any such content.

12.4 The Provider may delete, or in pre-moderated areas of its Services refrain from posting, any content that in the opinion of Provider violates these Terms and Conditions or which may be offensive, illegal or violate the rights of any person or which may harm or threaten the safety of any person.

12.5 You undertake to indemnify the Provider against any losses, claims, fines, damages, expenses (whether direct, indirect or consequential) arising as a result of any violation of these Terms and Conditions, or breach of legislation, regulation or directive.

13. Content prohibited

The following is a partial list of the kind of content that is illegal or prohibited to post on or through the Services. The Provider reserves the right to investigate and take action against any User who, in the opinion of the Provider, violates this provision, including without limitation, removing the offending communication from the Services, preventing access to the Services and/or terminating the account of such violators and/or reporting to law enforcement authorities or regulatory bodies. Prohibited content includes, but is not limited to, content that in the opinion of the Provider:

13.1 is offensive;

13.2 promotes racism, terrorism, hatred or physical harm of any kind against any group or individual or links to websites that promote the same;

13.3 harasses or advocates harassment of another person;

13.4 exploits people in a sexual or violent manner;

13.5 contains pornography, violence, or offensive subject matter or contains a link to an adult website;

13.6 solicits personal information from anyone under 18;

13.7 provides any telephone numbers, street addresses, last names, email addresses or other contact or identifying details of any private individual;

13.8 provides any telephone numbers, street addresses, email addresses or other contact details of any public figure;

13.9 promotes information that you know or have reason to believe is false or misleading or promotes illegal activities or conduct that is objectionable, abusive, threatening, obscene, defamatory or libellous;

13.10 promotes an illegal or unauthorised copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files or file sharing;

13.11 involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spamming," or "spimming";

13.12 contains restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page);

13.13 furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

13.14 solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

13.15 provides, sells or offers products, services or content frequently associated with unsolicited commercial email, also known as spam, such as pharmaceutical sales, including but not limited to health and sexual well-being products, work-at-home businesses with offers promoting "get rich quick", "build your wealth" and "financial independence" schemes;

13.16 involves contests, contests for money, contests for money's worth, gambling, sweepstakes, barter, or pyramid schemes;

13.17 promotes or advertises email lists or services supporting unsolicited bulk email;

13.18 promotes, sells or offers products which are designed to restrain or harm people, including but not restricted to weapons; or

13.19 promotes, sells or offers drugs or narcotics.

14. Prohibited activities

The following is a partial list of the kind of activities which are illegal or prohibited to be used on or through the Services. The Provider reserves the right to investigate and take action against any User who, in the opinion of the Provider, violates this provision, including without limitation, removing any offending communication from the Services, preventing access to the Services and/or terminating the account of such violators and/or reporting to law enforcement authorities or regulatory bodies. Prohibited activities include but are not limited to an activity which, in the opinion of the Provider, comprises:-

14.1 using the Services in a manner inconsistent with any and all applicable laws and regulations;

14.2 criminal activity or any tortuous act or civil wrong, pornography, incitement to racial hatred, incitement to terrorism, fraud, posting obscene material, drug dealing, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, trademark infringement, breach of confidence or theft of trade secrets;

14.3 the transmission of any chain letters or junk email;

14.4 using any information obtained from the Services in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent;

14.5 attempting to impersonate another Client or person;

14.6 using the account, username, or password of another Client at any time or disclosing your password to any third party or permitting any third party to access your account;

14.7 selling or otherwise transferring your account;

14.8 using any information obtained from the Services in order to harass, abuse, or harm another person;

14.9 modifying, accessing or making available data stored on a computer device which you have accessed through our network, when either the owner of the data, computer or device has taken steps to prevent you from doing this or the owner has expressed a wish that you do not do this;

14.10 making available or uploading files that contain software or other material, data or information not owned or licensed to you or collecting information about others (eg names/addresses) without their prior consent;

14.11 making available, uploading and distributing by any means any material or files that contain any viruses, bugs, corrupt data, "Trojan horses", "worms" or any other harmful software;

14.12 falsifying the true ownership of software or other material or information contained in files made available via the Services;

14.13 obtaining or attempting to obtain unauthorised access, through whatever means, to the Services, other services or computer systems or areas of ours which are identified as restricted;

14.14 attempting to interfere with the proper working of the Services and, in particular, attempting to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router or any other internet connected device;

15 Limitation of liability

THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION

15.1 The Provider will endeavour to provide the Services with reasonable skill and care.

15.2 Except as set out in sub-clause 15.3, we exclude all express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to the Services or our website or any information or service provided through our website or the Services. The Services and all content and information contained in the Services are provided on an 'as is', 'as available' and 'with all faults' basis and you assume total responsibility and risk for your use of the Services and the content and information contained in the Services.

15.3 Nothing in these Terms limits or excludes liability for:

15.3.1 death or personal injury caused by our negligence;

15.3.2 fraud or fraudulent misrepresentation.

15.4 Subject to clause 15.3, the Provider will not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

15.4.1 any loss of profits, sales, business, or revenue;

15.4.2 loss or corruption of data, information or software;

15.4.3 loss of business opportunity;

15.4.4 loss of anticipated savings;

15.4.5 loss of goodwill; or

15.4.6 any indirect or consequential loss.

15.5 We accept no liability for any indirect or consequential loss or damage, or for any direct or indirect loss of data, profit, revenue or business in each case, however caused, even if foreseeable. In circumstances where you suffer loss or damage arising out of or in connection with the viewing, use of, or performance of the Services we accept no liability for this loss or damage (except where we have been negligent) whether due to inaccuracy, error or omission or any other cause and whether on the part of the Provider or our servants, agents, licensors, or any other person or entity.

15.6 As stated in clause 12.2, we accept no responsibility or liability for the storage or backup of any Client data or for any loss or damage as a result of any data lost.

15.7 The Provider is not responsible for any incorrect or inaccurate content posted on the Services or in connection with the Services, whether caused by Users of the Services or by any of the equipment or programming associated with the Services.

15.8 Accounts or emails created by Users on the Services may contain links to other websites although we are not responsible for any User-generated links or linked-to content. The Provider is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by the Provider. Inclusion of any linked website through the Services does not imply approval or endorsement of the linked website by the Provider. When you access these third-party sites, you do so at your own risk.

15.9 The Provider takes no responsibility for third party advertisements which are posted through the Services, nor does it take any responsibility for the goods or services provided by its Users.

15.10 The Provider is not responsible for the conduct, whether online or offline, of any User of the Services.

15.11 The Provider assumes no responsibility for any error, omission, interruption, deletion, corruption, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorised access to, or alteration of, any User communication or any content. The Provider is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or transaction due to technical problems or traffic congestion on the Internet or on any of the Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Services.

15.12 Under no circumstances shall the Provider be responsible for any loss or damage resulting from use of the Services, attendance at an event organised through the Services, from any content posted through the Services, or from the conduct of any Users of the Services, whether online or offline.

15.13 The Provider expressly disclaims any warranty of fitness for a particular purpose or non-infringement. The Provider cannot guarantee and does not promise any specific results from use of the Services.

15.14 The Provider cannot guarantee delivery of emails to an intended recipient and makes no representations or warranties about the speed or proportion of emails which are delivered.

15.15 The Provider cannot guarantee that email communications will be rendered correctly or consistently on all recipients’ email browser software.

15.16 The Provider assumes no responsibility for the quality of any products or services purchased by a User through the Services, and does not warrant that they will meet any expectations, or that the products or services will be fit for purpose.

15.17 The Provider assumes no responsibility for the quality of any Third Party’s services accessible through the Provider’s Services, including any psychometric tests, and does not warrant that they will meet any expectations or be fit for purpose.

15.18 The Provider assumes no responsibility for any information provided by a User of the Services.

16 General

16.1 You may not assign any rights and/or transfer, sub-contract or delegate any obligations under these Terms and Conditions, and/or charge or deal in any other manner with these Terms and Conditions or any of our respective rights or obligations. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of this clause 16.1 shall be ineffective. These Terms and Conditions are personal to you and are entered into by you for your own benefit and not for the benefit of any third party.

16.2 These Terms and Conditions together with the Privacy Policy, any subscription request form and payment method instructions, if any, are the whole agreement between you and the Provider. You acknowledge that you have not entered into this agreement in reliance upon any statement, warranty or representation made by the Provider or any other person and you irrevocably and unconditionally waive any rights to claim damages and/or rescind these Terms and Conditions by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in the Terms and Conditions.

16.3 If any provision or term of these Terms and Conditions shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other Terms and Conditions and shall be deemed to be deleted from them.

16.4 Failure or delay by either party enforcing an obligation or exercising a right under these Terms and Conditions does not constitute a waiver of that right or remedy.

16.5 These Terms and Conditions do not confer any rights on any person or party (other than you and/or us) pursuant to the Contracts (Rights of Third Parties) Act 1999.

17 Privacy Policy and cookies

17.1 We are registered under, and process personal data in accordance with, the United Kingdom's data protection laws, in particular the General Data Protection Regulation (GDPR) as it applies in the UK, tailored by the Data Protection Act 2018. For the purposes of the GDPR, the Provider is the Data Controller and legal entity which alone or jointly with others determines the purposes and means of the processing of all personal data used in our business for our own purposes. For the purposes of providing the Services, the Provider is the Data Processor, and the Client is a Data Controller for the Client Data and User Data processed by the Provider in its provision of the Services. For more information about how we use your data to provide the Services, see our Privacy Policy, accessible on our website. The Data Processing Addendum at https://app.hireinsight.io/dpa sets out the terms required by Article 28(3) of the UK GDPR and forms part of these Terms and Conditions.

17.2 We use cookies for logging in to the Services, and to remember your username after logging in to the Services. We also use third-party analytics cookies, which you can accept or reject. More information on how we use cookies can be found in our Privacy Policy.

17.3 The Client gives the Provider general authorisation to engage the sub-processors listed in section 3.5 of the Privacy Policy to process Client Data and User Data on the Client's behalf, and the Provider will impose data protection obligations on each of them that are no less protective than those in these Terms and Conditions.

17.4 The Provider will give the Client at least 15 days notice before it adds or replaces a sub-processor, by email to the Client's account administrators and by updating section 3.5 of the Privacy Policy. The Client may object on reasonable data protection grounds within that period by emailing support@hireinsight.io. If the Provider cannot accommodate the objection, the Client may terminate the affected Services and the Provider will refund the prepaid fees for the remainder of the term.

17.5 Applications that the Client's users connect to the Services and that are not listed in section 3.5 of the Privacy Policy are chosen and controlled by the Client. They are not sub-processors of the Provider, and the Client is responsible for its use of them.

18 Reselling the Services

Reselling of the Services is not permitted.

19 Transfer of data to third parties

19.1 If you use Third Party applications for use with the Services, you acknowledge that you permit the providers of such applications to access your data in order to allow such applications to interoperate with the Services. The Provider shall not be responsible or liable for any disclosure, modification or deletion of your data resulting from any such access by third party application providers.

20 Support services and training

20.1 The Provider shall:

20.1.1 provide a comprehensive user guide within the system which will be updated from time to time to take account of user queries;

20.1.2 provide an online ticket system for support requests of a technical nature.

Training for Users is available by negotiation with the Provider, and subject to charges displayed on our website, or within the Services, or available on application.

21 Force majeure

21.1 The Provider shall not be liable for any delay in performing any of its obligations under this Agreement if such delay is caused by circumstances beyond the reasonable control of the Provider and the Provider shall be entitled (subject to giving you full particulars of the circumstances in question and to using its best endeavours to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations.

21.2 If a delay caused by circumstances falling within the provisions of Clause 21.1 occurs and continues for a period of three (3) months or more either party may terminate this Agreement provided such circumstances are continuing at the date of termination.

22 Notices

22.1 All notices shall be given:-

22.1.1 to us by email to support@hireinsight.io; or by post to Behavioural Intelligence Ltd at The Mill, Pury Hill Business Park, Alderton Road, Towcester, England, NN12 7LS;

22.1.2 to you at the email address and/or the trading address you provide during any registration process.

22.2 Notice will be deemed received when an email is received in full (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.

23 Confidentiality

23.1 Any information regarding the business of either Party which may be considered confidential or proprietary, including but not limited to technical, marketing, financial, employee, customer, or planning, will be considered Confidential Information. Each party (whether the ‘Disclosing Party’ or the ‘Receiving Party’) agrees that they will not disclose any Confidential Information for any purpose other than to perform obligations or exercise rights under this Agreement.

23.2 The Receiving Party will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorised use, access, and disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

23.3 The Receiving Party’s obligations under Section 23.2 with respect to any Confidential Information of the Disclosing Party will terminate if such information:

23.3.1 was already known to the Receiving Party at the time of disclosure by the Disclosing Party;

23.3.2 was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions;

23.3.3 is, or through no fault of the Receiving Party has become, generally available to the public;

23.3.4 was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.

23.4 The Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is:

23.4.1 approved in writing by the Disclosing Party;

23.4.2 necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or

23.4.3 required by law or by the order of a court of similar judicial or administrative body;

provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or obtain a protective order.

24 Indemnity

The Client undertakes to indemnify and hold the Provider, its subsidiaries, and affiliates, and their respective officers, agents, partners, employees, and licensors harmless from any loss, liability, demand, claim, damages or legal proceedings brought or threatened, including expenses (whether direct, indirect or consequential) suffered or incurred arising out of your use of the Services in violation of these Terms and Conditions, and/or arising from your use of the Services and/or a breach of these Terms and Conditions.

25 Governing law and jurisdiction

These Terms and Conditions shall be governed by and interpreted in accordance with English law and you irrevocably agree that the courts of England and Wales shall (subject to the following sentence) have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms and Conditions. Nothing in this clause limits the right of the Provider to bring proceedings against you arising out of or in connection with these Terms and Conditions (a) in any other court of competent jurisdiction or (b) concurrently in more than one court of competent jurisdiction.