Terms and Conditions for SearchEx Limited Subscription Services
Master agreement for the SearchEx software-as-a-service products and related services. Version 1.2, effective 1st October 2026
Contents
1. Definitions
2. Structure of this Agreement
3. Term and renewal
4. Adding further Services
5. Set Up Services
6. The Services
7. Availability and maintenance
8. Support Services
9. Customer obligations
10. Customer Data
11. Invenias and Third Party Services
12. Intellectual Property Rights
13. Charges
14. Payment
15. Confidentiality
16. Data protection
17. Acknowledgements and warranty limitations
18. Limitations and exclusions of liability
19. Force Majeure
20. Termination
21. Effects of termination
22. Notices
23. General
24. Law and jurisdiction
25. Interpretation
26. Schedule 1 — Acceptable Use Policy
27. Schedule 2 — Data processing information
28. Service Schedule A — Reports à la Carte
29. Service Schedule B — CV Mailroom
30. Service Schedule C — template
PARTIES
(1) SearchEx Ltd, a company incorporated in England and Wales (registration number 12273079) whose registered office is at 71–75 Shelton Street, London WC2H 9JQ, United Kingdom ("the Provider"); and
(2) the customer named in the proposal, quotation or invoice that refers to this Agreement ("the Customer").
BACKGROUND
1. The Provider supplies a range of software-as-a-service products for executive search firms, each of which works with the customer's Invenias recruitment CRM data, together with related set-up consultancy, support and documentation.
2. The Provider's current products are Reports à la Carte and CV Mailroom. The Provider may make further products available from time to time, each of which will be described in its own Service Schedule.
3. The Customer wishes to subscribe to one or more of those Services.
4. This Agreement sets out the terms on which the Provider supplies, and the Customer uses, any Service. It applies to every Service the Customer subscribes to, whether ordered at the same time or at different times.
5. By accepting a proposal, quotation or invoice that refers to this Agreement, or by using a Service, the Customer agrees to these terms and is bound by them. If the Customer does not agree to these terms, the Provider will not supply the Services and the Customer must discontinue the purchasing process.
1. DEFINITIONS
1.1 In this Agreement, except to the extent expressly provided otherwise:
"Access Credentials"
means the usernames, passwords, API keys, authorised sending addresses and other credentials enabling access to a Service;
"Affiliate"
means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
"Agreement"
means these terms and conditions, together with the Schedules, each Service Schedule applicable to a Service the Customer has ordered, and each Order, as amended from time to time in accordance with Clause 23;
"Authorised User"
means an officer, employee, agent or subcontractor of the Customer or of an Affiliate of the Customer whom the Customer permits to use a Service, and for whom the Customer holds a subscription where the applicable Service Schedule charges on a per-user basis;
"Business Day"
means any weekday other than a bank or public holiday in England;
"Business Hours"
means 09:00 to 17:00 GMT/BST on a Business Day;
"Charges"
means (a) the set-up fees, subscription fees and other amounts specified in the applicable Service Schedule or Order; (b) such other amounts as the parties agree in writing from time to time; and (c) amounts calculated by multiplying the Provider's standard time-based charging rates by the time spent by the Provider's personnel performing work at the Customer's request that falls outside the Support Services;
"Control"
means the legal power to control (directly or indirectly) the management of an entity, and "Controlled" shall be construed accordingly;
"Customer Confidential Information"
means (a) any information disclosed by the Customer to the Provider (whether in writing, orally or otherwise) that at the time of disclosure was marked or described as confidential or should reasonably have been understood by the Provider to be confidential; and (b) the Customer Data;
"Customer Data"
means all data, works and materials submitted to, transmitted to, retrieved by or generated by a Service by or on behalf of the Customer, including data read from or written to the Invenias Database, documents and CVs submitted to a Service, and outputs generated by a Service for the Customer, but excluding analytics data relating to use of the Platform and server log files;
"Customer Personal Data"
means any Personal Data processed by the Provider on behalf of the Customer under this Agreement, but excluding Personal Data in respect of which the Provider is a controller;
"Data Protection Laws"
means the UK GDPR, the Data Protection Act 2018 and, where applicable to the processing in question, the EU GDPR, in each case as updated, amended or superseded from time to time;
"Documentation"
means the documentation for a Service produced by the Provider and delivered or made available to the Customer, including online help and knowledge base articles;
"Effective Date"
means the date on which this Agreement comes into force in accordance with Clause 3.1;
"EU GDPR"
means Regulation (EU) 2016/679 and all other EU laws regulating the processing of Personal Data, as updated, amended or superseded from time to time;
"Force Majeure Event"
means an event, or a series of related events, outside the reasonable control of the party affected, which may include failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars;
"Initial Term"
means, in respect of each Service, the period specified in the applicable Order or Service Schedule beginning on the Service Commencement Date for that Service or, if no period is specified, 12 months;
"Intellectual Property Rights"
means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights, and including copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs;
"Invenias"
means the Invenias recruitment CRM platform supplied by Bullhorn, Inc. and its group companies;
"Invenias API"
means the application programming interface made available by or in respect of Invenias, which the Provider uses to access and process the Customer Data;
"Invenias Database"
means the Customer's instance of Invenias, to which the Customer authorises the Provider to connect for the purpose of providing the Services;
"Order"
means a proposal or quotation issued by the Provider and accepted by the Customer, an invoice issued by the Provider and accepted or paid by the Customer, or a written instruction (including by email) from the Customer to the Provider to proceed, in each case identifying the Services subscribed to and the Charges;
"Personal Data"
means personal data under any of the Data Protection Laws;
"Platform"
means the platform managed by the Provider and used to provide the Services, including the application and database software, the system and server software, and the computer hardware and hosting infrastructure on which that software is installed;
"Renewal Term"
means, in respect of each Service, a period of 12 months beginning at the end of the Initial Term or at the end of a preceding Renewal Term for that Service;
"Schedule"
means Schedule 1 or Schedule 2 to this Agreement;
"Service"
means each software-as-a-service product made available by the Provider and described in a Service Schedule, together with any updates, patches and new features supplied by the Provider from time to time, and "Services" means all such products, or such of them as the Customer subscribes to under an Order, as the context requires;
"Service Commencement Date"
means, in respect of each Service, the date on which the Provider first makes that Service available to the Customer, or such other date as is specified in the Order;
"Service Defect"
means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of a Service, but excluding any defect, error or bug caused by or arising as a result of (a) any act or omission of the Customer or any Authorised User; (b) any use of the Platform or a Service contrary to the Documentation; (c) a failure of the Customer to perform or observe any of its obligations under this Agreement; (d) any incompatibility between the Platform and any other system, network, application, program, hardware or software not specified as compatible in the applicable Service Schedule or Documentation; or (e) any act, omission, outage, change or restriction on the part of Invenias, Bullhorn or any other Third Party Service;
"Service Schedule"
means a schedule to this Agreement describing a particular Service, its specification, set-up services, usage limits and Charges;
"Set Up Services"
means the configuration, implementation and integration services for a Service described in the applicable Service Schedule;
"Subscription Term"
means, in respect of each Service, the Initial Term together with any Renewal Terms for that Service;
"Supported Web Browser"
means the current release from time to time of Microsoft Edge or Google Chrome;
"Support Services"
means support in relation to the use of, and the identification and resolution of errors in, the Services, provided in accordance with Clause 8;
"Term"
means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.5 or Clause 20;
"Third Party Services"
means any hosted, cloud, software or infrastructure services provided by a third party that are or may be used by, or integrated with, the Services from time to time, including Invenias, the Provider's hosting providers and the Provider's sub-processors listed in Schedule 2;
"UK GDPR"
means the EU GDPR as transposed into UK law, including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, as updated, amended or superseded from time to time; and
"User Interface"
means the interface for a Service designed to allow individual human users to access and use that Service.
2. STRUCTURE OF THIS AGREEMENT
2.1 This Agreement is a master agreement. Clauses 1 to 25 and the Schedules apply to every Service the Customer subscribes to.
2.2 Each Service is described in its own Service Schedule, which sets out the specification, Set Up Services, usage limits and Charges for that Service, and any additional terms specific to it.
2.3 If there is any conflict or inconsistency between the parts of this Agreement, the following order of precedence applies, with the earlier prevailing over the later:
a. an Order, but only in respect of Charges, quantities and dates expressly stated in it;
b. the applicable Service Schedule;
c. Schedule 2 (Data processing information);
d. Schedule 1 (Acceptable Use Policy); and
e. Clauses 1 to 25.
2.4 A Service Schedule takes effect only in respect of a Service the Customer has ordered. Service Schedules for Services the Customer has not ordered impose no obligations on either party.
3. TERM AND RENEWAL
3.1 This Agreement comes into force on the earlier of the date the Customer accepts its first Order and the date the Customer first uses a Service.
3.2 Each Service is supplied for its Initial Term beginning on the Service Commencement Date for that Service.
3.3 At the end of the Initial Term, and at the end of each Renewal Term, the subscription for that Service will renew automatically for a further Renewal Term unless either party gives written notice of non-renewal to the other not less than 30 days before the end of the then-current Initial Term or Renewal Term.
3.4 Subscriptions for different Services may have different Service Commencement Dates and different renewal dates. Notice of non-renewal in respect of one Service does not affect any other Service unless the notice says so.
3.5 This Agreement continues in force until the expiry or termination of the last remaining Service subscription, at which point it terminates automatically, subject to Clause 21.
4. ADDING FURTHER SERVICES
4.1 The Customer may subscribe to further Services at any time by accepting an Order for them. No further agreement is required.
4.2 On acceptance of such an Order, the Service Schedule for the Service in question is incorporated into this Agreement and this Agreement applies to that Service from its Service Commencement Date.
4.3 The Provider may introduce new Services and publish additional Service Schedules from time to time. The publication of a Service Schedule does not oblige the Customer to subscribe to the Service it describes, and does not vary the terms applying to Services the Customer has already ordered.
5. SET UP SERVICES
5.1 The Provider shall provide the Set Up Services described in the applicable Service Schedule.
5.2 The Provider shall use reasonable endeavours to provide the Set Up Services promptly following acceptance of the relevant Order.
5.3 The Customer acknowledges that delay by the Customer in performing its obligations under this Agreement may delay the Set Up Services. Subject to Clause 18.1, the Provider is not liable for any failure to meet a set-up timetable to the extent that the failure arises from such delay.
5.4 Subject to any written agreement to the contrary, any Intellectual Property Rights arising out of the performance of the Set Up Services shall be the exclusive property of the Provider.
6. THE SERVICES
6.1 On completion of the Set Up Services for a Service, the Provider shall issue to the Customer the Access Credentials necessary to enable the Customer to access and use that Service.
6.2 The Provider grants to the Customer a worldwide, non-exclusive, non-transferable licence to use each Service the Customer has subscribed to, for the internal business purposes of the Customer, during the Subscription Term for that Service.
6.3 The licence granted under Clause 6.2 is subject to the following limitations:
a. the User Interface may be used only through a Supported Web Browser;
b. a Service may be used only by Authorised Users; and
c. where a Service Schedule specifies usage limits, the Customer's use must remain within those limits.
6.4 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the Customer must not:
a. sub-license its right to access or use any Service;
b. permit any unauthorised person or application to access or use any Service, including by sharing Access Credentials;
c. use any Service to provide services to third parties, save that the Customer may share outputs generated by a Service with its own clients and candidates in the ordinary course of its executive search business;
d. republish or redistribute any content or material forming part of a Service, other than outputs generated from the Customer Data;
e. make any alteration to the Platform, or attempt to decompile, reverse engineer or derive the source code of any part of it; or
f. conduct, or request any other person to conduct, load testing or penetration testing on the Platform or any Service without the Provider's prior written consent.
6.5 The Customer shall implement and maintain reasonable security measures in relation to the Access Credentials, and shall notify the Provider without undue delay if it becomes aware that any Access Credentials have been compromised.
6.6 The Customer must comply with Schedule 1 (Acceptable Use Policy) and must ensure that all Authorised Users do the same.
6.7 The Customer must not use any Service in any way that causes, or may cause, damage to the Services or the Platform, or impairment of their availability or accessibility.
6.8 The Customer must not use any Service in a way that consumes excessive Platform resources and is as a result liable to cause a material degradation in the services provided by the Provider to its other customers. The Customer acknowledges that the Provider may apply reasonable technical measures to limit the Customer's consumption of Platform resources for the purpose of assuring services to its customers generally.
6.9 The Customer must not use any Service in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
6.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
6.11 The Provider may suspend the provision of any or all Services if any amount due from the Customer under this Agreement is overdue and the Provider has given the Customer at least 15 days' written notice, following the amount becoming overdue, of its intention to suspend on this basis.
6.12 The Provider may suspend a Service immediately, on notice, where the Customer's use of it breaches Clause 6.7, 6.8 or 6.9 or Schedule 1, or where suspension is necessary to protect the security or integrity of the Platform or the data of the Provider's other customers. The Provider shall restore the Service promptly once the cause of suspension has been resolved.
7. AVAILABILITY AND MAINTENANCE
7.1 The Provider shall use reasonable endeavours to make the Services available during Business Hours, subject to this Clause 7 and to Clause 11.
7.2 The Provider may suspend a Service from time to time for the purposes of scheduled maintenance to the Platform.
7.3 The Provider shall, where practicable, give the Customer prior notice of scheduled maintenance that will, or is likely to, affect the availability of a Service or have a material negative impact upon it.
7.4 The Provider gives no availability commitment or service level guarantee except as expressly stated in a Service Schedule.
8. SUPPORT SERVICES
8.1 The Provider shall provide the Support Services to the Customer during the Subscription Term for each Service.
8.2 Support requests should be submitted by email to the address specified in the applicable Service Schedule or Documentation. The Provider shall use reasonable endeavours to respond during Business Hours.
8.3 The Support Services cover the investigation and correction of Service Defects. They do not include reconfiguration, new stylesheet or template design, data cleansing, training, or work arising from a cause listed in the exclusions to the definition of Service Defect, all of which the Provider may charge for at its standard time-based rates.
8.4 The Provider may suspend the provision of the Support Services on the same basis as, and subject to the same notice as, Clause 6.11.
9. CUSTOMER OBLIGATIONS
9.1 The Customer shall provide the Provider with such access to the Customer's computer hardware, software, networks, systems and Invenias Database as the Provider reasonably requires to perform its obligations under this Agreement.
9.2 The Customer warrants that it holds all rights, licences, consents and authorisations necessary to permit the Provider to connect to and process data from the Invenias Database, and to process the Customer Data as contemplated by this Agreement.
9.3 The Customer is responsible for the accuracy, quality and completeness of the Customer Data held in the Invenias Database, and acknowledges that the outputs of the Services depend on it.
9.4 The Customer shall maintain its own backups of the Customer Data held in the Invenias Database and shall not rely on the Services as a backup or system of record.
10. CUSTOMER DATA
10.1 The Customer grants to the Provider a non-exclusive, worldwide licence to copy, store, transmit, edit, translate, format and create derivative works of the Customer Data, and to distribute and publish the Customer Data to the Customer and its Authorised Users, in each case to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement.
10.2 The Customer warrants that the Customer Data, when used by the Provider in accordance with this Agreement, will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach any law, statute or regulation in any jurisdiction.
10.3 As between the parties, the Customer retains ownership of the Customer Data. Nothing in this Agreement transfers ownership of the Customer Data to the Provider.
10.4 The Provider may generate and use anonymised and aggregated statistical data derived from use of the Services for the purposes of operating, maintaining and improving the Services, provided that such data does not identify the Customer, any Authorised User or any data subject.
11. INVENIAS AND THIRD PARTY SERVICES
11.1 The Services depend on Invenias and on the Invenias API, which are supplied and controlled by Bullhorn and not by the Provider. The Services may also be integrated with other Third Party Services, and the Provider may add, change or remove such integrations at any time.
11.2 The Provider shall use reasonable endeavours to maintain the integrations activated on the Customer's account. Subject to that, the Provider may remove, suspend, deactivate or limit any Third Party Service integration at its discretion, and shall give the Customer reasonable notice where practicable.
11.3 The Customer acknowledges that the Provider does not control, and gives no warranty in respect of, the availability, performance, rate limits, functionality, pricing or continuation of Invenias or any other Third Party Service.
11.4 The Provider is not liable for any unavailability, delay, degradation, data loss or loss of functionality in a Service to the extent caused by an act, omission, outage, change, deprecation, rate limit or restriction on the part of Invenias, Bullhorn or any other Third Party Service.
11.5 If a change to Invenias or another Third Party Service makes it impossible or commercially impracticable for the Provider to continue to provide a Service, the Provider may terminate that Service on 30 days' written notice and shall refund a proportionate part of any Charges paid in advance in respect of the unexpired part of the then-current Subscription Term for that Service.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 Nothing in this Agreement operates to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
12.2 All Intellectual Property Rights in the Platform, the Services, the Documentation and any templates, stylesheets or configurations produced by the Provider remain the exclusive property of the Provider or its licensors.
12.3 The Customer may use outputs generated by a Service from the Customer Data, including reports and parsed records, for its own business purposes and may share them with its clients and candidates, without further charge.
13. CHARGES
13.1 The Customer shall pay the Charges to the Provider in accordance with this Agreement and the applicable Service Schedule or Order.
13.2 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, exclusive of value added tax, which will be added where applicable and payable by the Customer.
13.3 The Provider may vary any element of the Charges by giving the Customer not less than 30 days' written notice expiring at or before the end of the then-current Initial Term or Renewal Term, the variation taking effect from the start of the next Renewal Term. If the Customer does not accept a variation, it may give notice of non-renewal under Clause 3.3 at any time before the start of that Renewal Term.
13.4 Where a Service is charged per Authorised User, the Customer shall notify the Provider before adding Authorised Users, and the Provider shall invoice for additional Authorised Users on a pro-rata basis for the remainder of the then-current Subscription Term.
13.5 Where the Customer's use of a Service exceeds a usage limit specified in the applicable Service Schedule, the Provider may, on notice, either apply the excess-usage charge stated in that Service Schedule or require the Customer to reduce its usage to within the limit.
14. PAYMENT
14.1 The Provider shall issue invoices for the Charges to the Customer.
14.2 The Customer must pay each invoice within 15 days of its issue, unless a different period is stated in the Order.
14.3 Charges paid in advance in respect of a Subscription Term are non-refundable if the Customer terminates or ceases to use a Service before the end of that Subscription Term, except where a refund is expressly provided for under Clause 11.5 or where the Customer terminates under Clause 20.2 or 20.3.
14.4 If the Customer does not pay any amount properly due under this Agreement, the Provider may charge interest on the overdue amount at 10% per annum above the Bank of England base rate from time to time, accruing daily until the date of actual payment and compounded at the end of each calendar month.
15. CONFIDENTIALITY
15.1 The Provider must keep the Customer Confidential Information strictly confidential and must not disclose it to any person without the Customer's prior written consent.
15.2 Notwithstanding Clause 15.1, the Provider may disclose the Customer Confidential Information to its personnel, professional advisers and sub-processors who need access to it for the performance of their work in connection with this Agreement and who are bound by a written agreement or professional obligation to protect its confidentiality.
15.3 Clause 15.1 imposes no obligation on the Provider with respect to information that:
a. was known to the Provider before disclosure under this Agreement and was not subject to any other obligation of confidentiality;
b. is or becomes publicly known through no act or default of the Provider;
c. is disclosed to the Provider by a third party entitled to disclose it; or
d. is independently developed by the Provider without reliance upon or use of any Customer Confidential Information.
15.4 The restrictions in this Clause 15 do not apply to the extent that disclosure is required by law or regulation, or by any judicial or governmental order or request.
15.5 This Clause 15 continues in force for 5 years following termination of this Agreement, at the end of which period it ceases to have effect, save that it continues indefinitely in respect of any Customer Confidential Information that constitutes a trade secret.
16. DATA PROTECTION
16.1 Each party shall comply with the Data Protection Laws in respect of the processing of the Customer Personal Data. As between the parties, the Customer is the controller and the Provider is the processor of the Customer Personal Data.
16.2 The Customer shall only supply to the Provider, and the Provider shall only process, Personal Data of the categories of data subject and of the types specified in Schedule 2 and in the applicable Service Schedule.
16.3 The Provider shall only process the Customer Personal Data for the purposes specified in Schedule 2 and in the applicable Service Schedule.
16.4 The Provider shall only process the Customer Personal Data during the Term, subject to the other provisions of this Clause 16.
16.5 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer, including with regard to transfers of Personal Data to a third country. This Agreement, together with the Customer's use of the Services, constitutes the Customer's documented instructions.
16.6 The Provider shall promptly inform the Customer if, in the Provider's opinion, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
16.7 Notwithstanding any other provision of this Agreement, the Provider may process the Customer Personal Data if and to the extent required to do so by applicable law, in which case the Provider shall inform the Customer of the legal requirement before processing unless that law prohibits it from doing so.
16.8 The Provider shall ensure that the persons authorised to process the Customer Personal Data are committed to confidentiality or are under an appropriate statutory obligation of confidentiality.
16.9 The Provider shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including those specified in Schedule 2.
16.10 The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. The Customer gives general authorisation for the engagement of the sub-processors listed in Schedule 2. The Provider shall inform the Customer at least 15 days in advance of any intended addition or replacement of a sub-processor. If the Customer objects on reasonable data protection grounds before implementation, the Customer may terminate the affected Service on 7 days' written notice given within 7 days of the Provider's notification, and the Provider shall refund a proportionate part of any Charges paid in advance for the unexpired part of the Subscription Term for that Service. The Provider shall ensure that each sub-processor is subject to obligations equivalent to those imposed on the Provider by this Clause 16.
16.11 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer in responding to requests from data subjects exercising their rights under the Data Protection Laws.
16.12 The Provider shall assist the Customer in ensuring compliance with its obligations relating to the security of processing, the notification of personal data breaches, the communication of personal data breaches to data subjects, data protection impact assessments and prior consultation.
16.13 The Provider must notify the Customer of any personal data breach affecting the Customer Personal Data without undue delay and, in any event, within 72 hours of becoming aware of it.
16.14 The Provider shall make available to the Customer all information necessary to demonstrate compliance with this Clause 16.
16.15 The Provider shall, at the Customer's choice, delete or return the Customer Personal Data to the Customer following the end of the provision of the Services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage. Where a Service Schedule specifies a shorter retention period, the Provider shall in any event delete the Customer Personal Data in accordance with that period.
16.16 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, in respect of the Provider's compliance with this Clause 16. Such audits shall take place no more than once in any 12-month period unless required by a supervisory authority or following a personal data breach, shall be on not less than 30 days' notice, and shall be conducted during Business Hours in a manner that does not disrupt the Provider's operations. The Provider may charge the Customer at its standard time-based rates for work performed at the Customer's request under this Clause 16.16.
16.17 If any change to the Data Protection Laws results, or will result, in either party not complying with the Data Protection Laws in relation to processing carried out under this Agreement, the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy the non-compliance.
17. ACKNOWLEDGEMENTS AND WARRANTY LIMITATIONS
17.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs, and, subject to the other provisions of this Agreement, the Provider gives no warranty that the Services will be wholly free from them.
17.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities, and, subject to the other provisions of this Agreement, the Provider gives no warranty that the Services will be entirely secure.
17.3 The Services are designed to be compatible only with the software and systems specified in the applicable Service Schedule and Documentation, and the Provider gives no warranty that the Services will be compatible with any other software or systems.
17.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Services, and, except as expressly provided in this Agreement, the Provider gives no warranty that the Services or the Customer's use of them will not give rise to any legal liability on the part of the Customer or any other person.
17.5 The Customer acknowledges that outputs generated by the Services derive from the Customer Data and that the Provider gives no warranty as to their accuracy, completeness or fitness for any particular purpose. The Customer remains responsible for reviewing outputs before relying on them or sharing them with any third party.
17.6 Any descriptive matter or advertising issued by the Provider, and any descriptions contained in the Provider's catalogues, brochures or website, are issued for the sole purpose of giving an approximate idea of the Services described. They do not form part of this Agreement and have no contractual force.
17.7 All warranties, representations, conditions and other terms implied by statute or common law are, to the maximum extent permitted by applicable law, excluded from this Agreement.
18. LIMITATIONS AND EXCLUSIONS OF LIABILITY
18.1 Nothing in this Agreement will:
a. limit or exclude any liability for death or personal injury resulting from negligence;
b. limit or exclude any liability for fraud or fraudulent misrepresentation;
c. limit any liability in any way that is not permitted under applicable law; or
d. exclude any liability that may not be excluded under applicable law.
18.2 The limitations and exclusions of liability set out in this Clause 18 and elsewhere in this Agreement are subject to Clause 18.1, govern all liabilities arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and apply in respect of the subject matter of this Agreement.
18.3 The Provider shall not be liable for:
a. loss of profits, revenue, business, contracts or anticipated savings;
b. loss of use or corruption of software, data or information, save to the extent caused by the Provider's breach of Clause 16;
c. loss of or damage to goodwill or reputation; or
d. any indirect, special or consequential loss or damage.
18.4 The Provider's total aggregate liability arising under or in connection with this Agreement in any period of 12 months shall not exceed the total Charges paid by the Customer to the Provider under this Agreement in that same 12-month period, or £2500, whichever is the greater.
18.5 The Provider shall not be liable for any loss or damage to the extent arising from the Customer's failure to comply with Clause 9.4 (backups), or from a cause falling within Clause 11.4 (Invenias and Third Party Services).
19. FORCE MAJEURE
19.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement, other than any obligation to make a payment, that obligation is suspended for the duration of the Force Majeure Event.
19.2 A party that becomes aware of a Force Majeure Event that gives rise to, or is likely to give rise to, any such failure or delay shall promptly notify the other and inform it of the period for which the failure or delay is likely to continue.
19.3 If a Force Majeure Event continues for more than 60 days, either party may terminate the affected Service on written notice.
20. TERMINATION
20.1 Either party may end a Service subscription at the end of its Initial Term or any Renewal Term by giving notice of non-renewal in accordance with Clause 3.3.
20.2 Either party may terminate this Agreement, or any affected Service, immediately by written notice if the other party commits a material breach of this Agreement and the breach is not remediable, or is remediable but the other party fails to remedy it within 30 days of written notice requiring it to do so.
20.3 Subject to applicable law, either party may terminate this Agreement immediately by written notice if the other party:
a. is dissolved;
b. ceases to conduct all, or substantially all, of its business;
c. is or becomes unable to pay its debts as they fall due;
d. is or becomes insolvent or is declared insolvent;
e. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
f. has an administrator, administrative receiver, liquidator, receiver, trustee or manager appointed over any of its assets; or
g. has an order made for its winding up, or passes a resolution for its winding up.
20.4 If a party is an individual, either party may terminate this Agreement immediately by written notice if that individual becomes incapable of managing his or her own affairs as a result of illness or incapacity, or is the subject of a bankruptcy petition or order. If that individual dies, this Agreement terminates automatically.
20.5 The Provider may terminate this Agreement immediately by written notice if any amount due from the Customer is unpaid by the due date and remains unpaid at the date the notice is given, and the Provider has given the Customer at least 30 days' written notice, following the failure to pay, of its intention to terminate on this basis.
20.6 The Provider may terminate an individual Service in accordance with Clause 11.5.
20.7 Termination of one Service does not terminate any other Service or this Agreement, unless the notice says so or no Service subscriptions remain.
20.8 The rights of termination in this Agreement do not exclude any rights of termination available at law.
21. EFFECTS OF TERMINATION
21.1 On termination of this Agreement, all its provisions cease to have effect, save that the following survive and continue in force in accordance with their terms or otherwise indefinitely: Clauses 1, 6.10, 10.2, 10.3, 12, 14, 15, 16, 17, 18, 21, 22, 23, 24 and 25.
21.2 Except as expressly provided otherwise, termination does not affect the accrued rights of either party.
21.3 Within 30 days following termination, the Customer must pay the Provider any Charges in respect of Services provided before termination, without prejudice to the parties' other legal rights.
21.4 On termination of a Service, the Provider shall cease processing the Customer Data for that Service and shall delete or return it in accordance with Clause 16.15. The Customer should export or retain any outputs it wishes to keep before the effective date of termination, after which the Provider is under no obligation to retain them.
22. NOTICES
22.1 Any notice under this Agreement must be given by one of the following methods, using the contact details in Clause 22.2:
a. delivered personally or sent by courier, in which case the notice is deemed received on delivery;
b. sent by recorded signed-for post, in which case the notice is deemed received 2 Business Days after posting; or
c. sent by email to the address notified by the recipient for this purpose, in which case the notice is deemed received on transmission, provided that the sender does not receive a delivery failure notification.
22.2 The Provider's contact details for notices are: SearchEx Ltd, 71–75 Shelton Street, London WC2H 9JQ, United Kingdom, and ken@searchextraining.com. The Customer's contact details are those stated in the Order.
22.3 If the deemed time of receipt is outside Business Hours, receipt is deemed to occur when Business Hours next begin.
22.4 Either party may update its contact details by written notice to the other in accordance with this Clause 22.
22.5 Notice by email is not valid for notices of termination under Clause 20.2, 20.3, 20.4 or 20.5, which must be given by a method in Clause 22.1(a) or (b).
23. GENERAL
23.1 Variation. This Agreement may be varied by a written document signed by or on behalf of each party, or by the Provider giving the Customer not less than 30 days' written notice of a variation taking effect at the start of the next Renewal Term. If the Customer does not accept such a variation, its remedy is to give notice of non-renewal under Clause 3.3.
23.2 Assignment. The Customer must not assign, transfer or otherwise deal with its contractual rights or obligations under this Agreement without the prior written consent of the Provider, such consent not to be unreasonably withheld. The Provider may assign its rights and obligations to any successor to its business or to an Affiliate on written notice.
23.3 No waiver. No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach. No waiver of any breach constitutes a waiver of any subsequent breach.
23.4 Severability. If any provision of this Agreement is determined by a court or other competent authority to be unlawful or unenforceable, the other provisions continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part is deemed deleted and the rest of the provision continues in effect.
23.5 Third party rights. This Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party. The exercise of the parties' rights under this Agreement is not subject to the consent of any third party.
23.6 Entire agreement. This Agreement, together with the Schedules, Service Schedules and Orders, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, arrangements and understandings in respect of that subject matter. Neither party has any remedy in respect of any misrepresentation, whether written or oral, made to it on which it relied in entering into this Agreement. This Clause 23.6 is subject to Clause 18.1.
23.7 Publicity. Neither party may use the other's name or logo in publicity without prior written consent, save that the Provider may identify the Customer as a customer in its customer lists with the Customer's prior consent, which may be withdrawn on written notice.
24. LAW AND JURISDICTION
24.1 This Agreement is governed by and construed in accordance with English law.
24.2 Any disputes relating to this Agreement are subject to the exclusive jurisdiction of the courts of England.
25. INTERPRETATION
25.1 In this Agreement, a reference to a statute or statutory provision includes a reference to that statute or provision as amended, extended or re-enacted from time to time.
25.2 The Clause headings do not affect the interpretation of this Agreement.
25.3 References to "calendar months" are to the 12 named periods into which a year is divided.
25.4 General words are not to be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
25.5 References to "writing" or "written" include email, except where Clause 22.5 provides otherwise.
ACCEPTANCE
The parties indicate their acceptance of this Agreement by the Provider sending a proposal, quotation or invoice referring to this Agreement to the Customer, and the Customer accepting it by online acceptance, by email agreement, by paying the invoice, or by using a Service.
SCHEDULE 1 — ACCEPTABLE USE POLICY
1. Introduction
1.1 This acceptable use policy (the "Policy") sets out the rules governing the use of the Services and the transmission, storage and processing of content by the Customer, or by any person on the Customer's behalf, using the Services ("Content").
1.2 References in this Policy to "you" are to the Customer and to any individual user of the Services, and references to "we", "us" and "our" are to SearchEx Ltd.
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 You must be at least 18 years of age to use the Services, and by using them you warrant that you are.
2. General usage rules
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of their availability or accessibility.
2.2 You must not use the Services in any way that is unlawful, illegal, fraudulent, deceptive or harmful, or in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
2.3 You must ensure that all Content complies with this Policy.
2.4 You must not use the Services to send unsolicited commercial communications, or in breach of the Privacy and Electronic Communications Regulations 2003.
3. Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person, in each case in any jurisdiction and under any applicable law.
3.2 You must not submit to the Services any Personal Data that you are not entitled to process, or any special category personal data, save to the extent unavoidably contained within a CV or similar document submitted in the ordinary course of recruitment.
4. Monitoring
4.1 You acknowledge that we may actively monitor the Content and the use of the Services for the purposes of security, capacity management and enforcement of this Policy.
5. Harmful software
5.1 Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
5.2 Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect on the performance of a computer or introduce material security risks to a computer.
SCHEDULE 2 — DATA PROCESSING INFORMATION
This Schedule applies to all Services. Where a Service Schedule specifies additional or different data processing information for a particular Service, that Service Schedule prevails for that Service.
1. Subject matter and duration
The subject matter of the processing is the provision of the Services. The processing continues for the Subscription Term of each Service and thereafter only as required by Clause 16.15.
2. Categories of data subject
Candidates, clients, client contacts, referees and the Customer's own personnel, in each case involved in recruiting or being recruited for a role.
3. Types of Personal Data
Ordinary personal data, which may include personal identification details such as name, address, telephone number and email address, employment history, current and previous positions, employer names, qualifications, education, remuneration information, notes and comments recorded by the Customer, candidate status within an assignment, and the content of CVs and similar documents.
4. Purposes of processing
To provide the Services to the Customer as described in the applicable Service Schedule, including retrieving data from and writing data to the Invenias Database, generating outputs, and providing support.
5. Security measures
• Data in transit is encrypted using TLS.
• Data at rest is encrypted on the Provider's servers.
• Access to production systems is restricted to authorised personnel and protected by strong, uniquely generated credentials and multi-factor authentication where supported.
• Access Credentials are stored in hashed form.
• Retention is limited in accordance with paragraph 7 below and the applicable Service Schedule.
6. Sub-processors
Amazon Web Services EMEA SARL London, United Kingdom EU West 2A Hosting of the Platform
SEJDA fastspring 801 Garden Street Suite 201, Santa Barbara, CA, 93101 Conversion of report output to PDF for Reports a’ la Carte
Nativespace is a trading name of Netscan Ltd Netscan Limited 80 Strand, London WC2R 0RL Receipt and routing of inbound email
CloudFlare 101 Townsend Street, San Francisco, CA 94107, USA DNS Hosting
7. Retention
The retention period for each Service is stated in its Service Schedule. Where no period is stated, the Provider retains the Customer Personal Data only for as long as necessary to provide the Service and deletes it within 30 days of termination.
8. International transfers
The Provider processes the Customer Personal Data in the United Kingdom and the European Economic Area. Where a sub-processor processes Customer Personal Data outside those territories, the Provider shall ensure an appropriate transfer mechanism is in place, being the UK International Data Transfer Addendum to the EU Standard Contractual Clauses or such other mechanism as the Data Protection Laws permit.
SERVICE SCHEDULE A — REPORTS À LA CARTE
1. Service description
Reports à la Carte is a web-based application for executive search professionals that connects to the Invenias Database through the Invenias API and presents the Customer's Invenias data on screen or as a PDF file. Its features include:
• high-quality reports generated from the Customer's Invenias data;
• personalised corporate branding through stylesheets;
• a choice of 44 or more data fields;
• custom sorting and grouping; and
• multiple stylesheets for different branding.
2. Set Up Services
• creating a stylesheet for corporate branding, covering corporate colours, corporate fonts, logos and background images where required;
• configuring data type columns, such as first name, last name, company name, role and comments, in each module, being Shortlist, Longlist, Included and Discounted;
• assigning progress statuses to each module; and
• provisioning the system and issuing log-in details.
Set-up comprises a one-hour consultation followed by configuration work taking approximately one working day elapsed.
3. Usage limits and requirements
• fair usage of 60 reports per month per Authorised User, averaged across all of the Customer's Authorised Users;
• access through Google Chrome or Microsoft Edge only.
4. Charges
Set-up of a user account with one Customer-branded stylesheet, as described in paragraph 2 £280.00 + VAT
Additional stylesheet £170.00 + VAT each
Subscription, per Authorised User, paid monthly £20.00 + VAT per month
Excess usage above the fair usage limit The Provider will contact the Customer to agree a revised subscription
5. Data processing — Service-specific
Personal data is processed to generate reports for the Customer to use internally or to present to the Customer's clients. Data is retained on the Provider's servers for no more than 24 hours.
6. Support
Support requests should be sent to ken@searchextraining.com.
SERVICE SCHEDULE B — CV MAILROOM
1. Service description
CV Mailroom is an email-based service for executive search professionals. Authorised Users forward CVs to a dedicated intake address. The Service extracts structured candidate information from those documents and creates or updates the corresponding records in the Customer's Invenias Database through the Invenias API. Processing is asynchronous, and the Service confirms the outcome of each submission in its logs.
2. Set Up Services
• provisioning the Customer's dedicated intake address;
• configuring authorised sending addresses and sender verification;
• connecting the Service to the Customer's Invenias Database and confirming the target record types and fields;
• a test submission and handover.
3. Usage limits and requirements
• the Service accepts submissions only from sending addresses authorised by the Customer, verified by sender authentication including DKIM. The Provider may reject or quarantine any submission that fails verification;
• accepted attachment formats: cv .DOC .DOCX .PDF .RTF;
• maximum message and attachment size: 25mby per email. Maximum 5 attachments per submission;
• fair usage of 150 submissions per month per Authorised User, averaged across all of the Customer's Authorised Users;
• the Customer is responsible for ensuring that its email systems permit delivery to and from the intake address, including any SPF, DKIM, DMARC and filtering configuration on its side.
4. Charges
Subscription, per Authorised User, paid monthly
CV Mailroom Pricing
Monthly plans, per authorised user — cancel any time
PLAN CVS/MONTH GBP USD EUR CAD AUD
Starter 100 £49 $69 €59 C$95 A$95
Professional 500 £149 $199 €179 C$279 A$279
Enterprise 2,000 £399 $549 €479 C$769 A$769
Top-Up +100 £39 $55 €47 C$75 A$75
Top-Up bundles are one-off purchases and never expire.
Excess usage above the fair usage limit - Submissions exceeding the monthly allowance will be queued and processed upon purchase of additional credits at the prevailing top-up rate.
5. Data processing — Service-specific
Personal data is processed in order to extract candidate information from submitted documents and to create or update records in the Customer's Invenias Database. In addition to the types of Personal Data listed in Schedule 2, submissions may contain the full content of a CV or covering letter, which may include information the Customer has not asked for. The Customer is responsible under paragraph 3.2 of Schedule 1 for what it submits.
Submitted messages, attachments and extracted data are retained on the Provider's systems for no more than 12 hours after processing is complete, after which they are deleted.
6. Service-specific acknowledgements
6.1 The Customer acknowledges that automated extraction of information from unstructured documents is not error-free, and that the Provider gives no warranty as to the accuracy or completeness of extracted data. Clause 17.5 applies.
6.2 The Customer acknowledges that email delivery is not guaranteed and may be delayed or prevented by factors outside the Provider's control, including the Customer's own mail systems and third party spam filtering.
6.3 The Provider is not responsible for the consequences of a submission sent to the intake address in error, including a submission containing information the Customer did not intend to place in its Invenias Database.
7. Support
Support requests should be sent to ken@searchextraining.com.
SearchEx Ltd, registered in England and Wales, company number 12273079. www.searchextraining.com