RevRoles

‍REVROLES’ TERMS AND CONDITIONS

Welcome to RevRoles!

By signing an Order Form, paying for the Solution or otherwise accepting the benefit of any part of the Solution, you agree to be bound by these terms and conditions which form a binding contractual agreement between you or the company you represent (the ‘Customer’, or ‘you’) and Revroles.com Limited (Company No. 13623733) of Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX (‘RevRoles, ‘our’, ‘we’ or ‘us’). You represent and warrant that you have valid authority to enter into these terms and conditions on behalf of any entity you may represent.

You acknowledge and agree that these terms and conditions, together with any Order Forms agreed between you and us during the Term together form this “agreement”.

We may change these terms and conditions at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the terms and conditions as amended.

In these terms and conditions, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, as set out in an Order Form or the Definitions table at the end of these Terms.

Please read these terms and conditions carefully before signing an Order Form, paying for the Solution or otherwise accepting the benefit of the Solution.

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YOUR KEY INFORMATION

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that up to 14 days after receiving your services, in most cases, you can cancel within 14 days. If you agree the services will start within this time, you may be charged for what you’ve used.

The Consumer Rights Act 2015 says:

you can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it;
if a price hasn’t been agreed upfront, what you’re asked to pay must be reasonable;
if a time hasn’t been agreed upfront, it must be carried out within a reasonable time.

This is a summary of some of your key rights. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133.

The information in this summary box summarises some of your key rights. It is not intended to replace the contract below, which you should read carefully

1. TERM

(a) This agreement commences on the Commencement Date and will continue for the Initial Term and any Renewal Terms pursuant to clause 1(b), unless terminated earlier in accordance with its terms (the Term).

(b) Upon expiration of the Initial Term, this agreement will automatically renew for successive terms, each being the same length as the Initial Term, (each a Renewal Term), unless either party provides notice that the agreement will not automatically renew with sixty (60) days’ notice prior to the expiration of the Initial Term or the then-current Renewal Term.

2. ORDER FORMS

(a) These terms will apply to all the Customer's dealings with RevRoles, including being incorporated in all agreements, quotations or orders under which RevRoles is to provide services to the Customer (each an Order Form) together with any additional terms included in such Order Form (provided such additional terms are recorded in writing).

(b) In the event of any inconsistency between these terms and conditions and any Order Form, the clauses of these terms and conditions will prevail to the extent of such inconsistency, except that any "Special Conditions" (being terms set out and described as such in an Order Form) will prevail over the other terms of this agreement to the extent of any inconsistency.

2. THE SOLUTION

3.1 SCOPE OF SOLUTION

(a) The Solution includes the Platform, Hosting Services and Support Services set out in an Order Form (Solution).

(b) The Customer may use the Platform to:

create and list a Job Ad;
assess the data provided by candidates through job applications on third party platforms; and
create and list a Candidate Capture Ad.

(c) RevRoles may from time to time in its absolute discretion install enhancements to the Solution, where enhancements means any upgraded, improved, modified or new versions of the Solution.

(d) RevRoles will provide the Solution in accordance with all applicable laws.

(e) Unless otherwise agreed, RevRoles may, in its absolute discretion:

not provide any part of the Solution until the Customer has paid any fees or deposit payable in respect of such Services; and
withhold delivery of any part of or all of the Solution until the Customer has paid the invoice in respect of the Solution.

3.2 PLATFORM LICENCE

During the Term, RevRoles grants to the Customer a non-exclusive, non-transferable licence to use the Solution and Documentation to provide access to the Solution for the duration of the Term.

3.3 HOSTING SERVICES

(a) (hosting location) The Customer acknowledges and agrees that RevRoles may use storage servers to host the Solution through cloud-based services, which may be hosted anywhere in the world.

(b) (service quality) While RevRoles will use its best efforts to select an appropriate hosting provider, it does not guarantee that the hosting of the Solution will be free from errors or defects or that the Solution will be accessible or available at all times.

(c) (security) RevRoles will use its best efforts to ensure that Customer Data is stored securely, however RevRoles does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to the Customer Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

(d) (backups & disaster recovery) RevRoles will use its best efforts to create scheduled daily backups of Customer Data stored by RevRoles. In the event that Customer Data is lost due to a system failure (e.g. a database or webserver crash), RevRoles will attempt to restore the Customer Data from the latest available backup, but cannot guarantee that this backup will be free from errors or defects.

(e) (troubleshooting) RevRoles's Services do not include troubleshooting or fixing application or data-based failures and additional fees may apply for these sorts of services.

3.4 SUPPORT SERVICES

(a) RevRoles will provide reasonable Support Services to the Customer during the Term. The reasonableness of any requested support services will be determined by RevRoles in its absolute discretion from time to time.

(b) Any support services requested by the Customer that RevRoles considers either to be unreasonable, or to be in excess of a reasonable amount of Support Services already provided, will constitute a Change in accordance with clause 3.5 below.

3.5 CHANGES TO SCOPE

(a) The Customer must pay a ‘change in scope fee’ for changes to the Solution requested by the Customer which alter the scope set out in the relevant Order Form and require RevRoles to perform additional work or incur additional costs (Changes), such ‘change in scope fee’ being at a rate reasonably determined by RevRoles (the Change Fee).

(b) Unless otherwise agreed in writing, RevRoles may at its discretion extend or modify any delivery schedule or deadlines for the Solution as may be reasonably required by Changes.

RevRoles agrees in writing to perform the Changes;
the Customer confirms in writing that they wish for RevRoles to proceed with the Changes and the relevant Change Fee; and
the Customer pays the Change Fee, in accordance with clause 8 as if it was a Fee.

3.6 BETA TESTERS

(a) RevRoles may look for beta testers to help test new features for the Platform. These features will be described as “alpha”, “beta” or “pre-release” features (or similar) (Beta Services). Beta Services may contain bugs, security flaws or other issues and they are made available on an ‘as is’ basis.

(b) If the Customer chooses to use Beta Services, the Customer agrees that RevRoles won’t be responsible to it for, and RevRoles expressly disclaim any liability for, any cost, loss, damages or expenses arising out of the Customer using Beta Services. The Customer also agrees that any contractual commitments RevRoles makes for its other Services will not apply to its Beta Services.

4. ACCOUNTS

(a) In order to use the Platform, the Customer will be required to sign-up for an account (Employer Account). There are two types of Employer Accounts:

“Company Accounts” which are administrator accounts set up by users on behalf of a company, organisation or group; and
“User Accounts” which are accounts set up by individual users who have been invited to use the Platform through a Company Account.

(b) In signing up for an Employer Account, the Customer agrees and warrants, and must ensure that each User agrees and warrants:

(Provide Information) that as part of the Account registration process and its continued use of the Website, it may be required to provide personal information and details, such as its email address, first and last name, preferred username, a secure password, mobile phone number, bank account information, photos and video, audio files, profile information and other information as determined by RevRoles from time to time;
(Warranty) that any information it gives to RevRoles in the course of completing the Account registration process or throughout its use of the Platform will always be accurate, honest, correct and up-to-date.
(Sharing Account Information) not to share its Account details with any other person and that any use of its Account by any other person is strictly prohibited. The Customer must immediately notify RevRoles of any unauthorised use of an Employer Account, password or email, or any other breach or potential breach of the Platform’s security.
(Cancellation) RevRoles may, in its absolute discretion, suspend or cancel an Employer Account for any reason, including for any failure by a Customer or User to comply with these Terms. The Customer may also cancel its Account for any reason at any time using the functionality of the Platform.

(c) The Customer agrees that RevRoles may cancel its Account (or any User’s Account) at any time if RevRoles consider, in its absolute discretion, that the Customer (or a User) is in breach or is likely to breach clauses 5 or 7.

5. CUSTOMER'S OBLIGATIONS

5.1 USE OF SOLUTION

(a) The Customer must, and must ensure that all Users, comply with this agreement at all times. The Customer acknowledges and agrees that RevRoles will have no liability for any act of a User for damage, loss or expense suffered by a User in connection with the use of the Solution and will indemnify RevRoles for any such damage, loss or expense.

(b) The Customer must not, and must not encourage or permit any User or any third party to, without RevRoles's prior written approval:

make copies of the Documentation or the Solution;
adapt, modify or tamper in any way with the Solution;
remove or alter any copyright, trade mark or other notice on or forming part of the Solution or Documentation;
upload any material that is owned or copyrighted by a third party;
create derivative works from or translate the Solution or Documentation;
publish or otherwise communicate the Solution or Documentation to the public, including by making it available online or sharing it with third parties;
sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution or Documentation to any third party;
decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;
attempt to circumvent any technological protection mechanism or other security feature of the Solution; or
permit any person other than Licensed Users to use or access the Solution or Documentation.

6. THIRD PARTY TERMS & CONDITIONS

(a) The Customer acknowledges and agrees that third party terms & conditions (Third Party Terms) may apply to its use of the Solution.

(b) The Customer agrees to any Third Party Terms applicable to any third party goods and services that are used in providing the Solution and RevRoles will not be liable for any loss or damage suffered by the Customer in connection with such Third Party Terms.

(d) You acknowledge and agree that:

issues can arise with transferring data to software and between software, and when integrating software with other software. We cannot guarantee the integration processes to other software will be free from errors, defects or delay. You agree that we will not be liable for the functionality or transmission errors of any third party goods or services, including any software; and
third party software may be subject to enhancements, upgrades or other changes, which may affect the operation of the Solution provided to you under this agreement (Third Party Updates). RevRoles will use reasonable endeavours to rectify any issues with the Solution but will not be liable for any loss suffered by you in connection with such Third Party Updates.

7. LISTINGS

7.1 WARRANTIES

By using the Platform, including by posting a Listing on the Website, the Customer represents and warrants that:

(a) the Listing complies with all applicable laws, legislation, regulations and codes of conduct; and

(b) the Customer is able to fulfill the requirements specified in the Listing.

7.2 OTHER TERMS

The Customer acknowledges and agrees that:

(a) RevRoles does not guarantee that any applications will be received in respect of a Listing and the Customer will not be entitled to a refund of any fees for non-fulfilment of the Listing; and

(b) RevRoles accepts no responsibility or liability for any errors or mistakes in any Listings and the Customer is responsible for checking the Listing before it is posted.

7.3 REMOVING LISTINGS

(a) RevRoles reserves the right to, in its absolute discretion, reject or remove any Listing from the Platform which:

does not comply with this agreement; or
it believes may be harmful or detrimental to its reasonable business interests.

(b) The Customer acknowledges and agrees that if RevRoles removes the Customer’s Listing in accordance with this clause, the Customer will not be entitled to a refund of any fees.

8. PAYMENT

8.1 FEES

(a) The Customer must pay to RevRoles fees in the amounts and at the times set out in an Order Form, or as otherwise agreed in writing (Fees).

(b) All Fees are paid in advance and are non-refundable to the extent permitted by law.

8.2 TIME FOR PAYMENT

Unless otherwise agreed in writing:

(a) if RevRoles issues an invoice to the Customer, payment must be made by the time(s) specified on such invoice; and

(b) in all other circumstances, the Customer must pay for all goods and services within 7 days of receiving an invoice for amounts payable.

8.3 VAT

Unless otherwise indicated, amounts stated in an Order Form do not include VAT. In relation to any VAT payable for a taxable supply by RevRoles, the Customer must pay the VAT subject to RevRoles providing a tax invoice.

8.4 LATE PAYMENT

If the Customer does not pay RevRoles the amounts due and payable under an invoice on or before its due date, without limiting any of RevRoles’s other rights under this agreement, the Customer must pay RevRoles interest at the rate of 8% per annum on each amount outstanding, from the due date for payment to the date on which the payment is received by RevRoles, plus any other amount RevRoles is entitled to claim under law including The Late Payment of Commercial Debts (Interest) Act 1998.

8.5 INCREASE IN FEES

(a) RevRoles reserves the right to increase the Fees on [each anniversary] of the Commencement Date during the Term upon giving at least 30 days’ written notice to the Customer prior to the date the increase is to take effect. In the event that the Customer does not agree to the increased Fees, it must give RevRoles written notice within 14 days of the date the Customer receives notice of the increase rejecting the increase. In the event that the Customer accepts the increase or does not respond within the 14 day notice period, the Customer is deemed to have accepted the increase to the Fees.

(b) In the event that the Customer rejects an increase in the Fees, and the parties cannot agree on the increase to the Fees which is to apply, RevRoles may choose to either affirm this agreement (with the Fees not increasing) or terminate this agreement. For the avoidance of doubt, during any period of negotiation in relation to a Fees increase, the Fees are to remain at the then current rate (and are not to increase unless and until the increase is agreed).

9. INTELLECTUAL PROPERTY

9.1 CUSTOMER CONTENT

(a) The Customer grants to RevRoles (and its Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Customer Content to the extent reasonably required to provide the Solution.

(b) The Customer:

warrants that RevRoles's use of Customer Content as contemplated by an Order Form will not infringe any third-party Intellectual Property Rights; and
indemnifies RevRoles from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

9.2 REVROLES IP

(a) Unless otherwise expressly agreed in an Order Form, the Customer will not under these terms or any Order Form acquire Intellectual Property Rights in any RevRoles IP. Any Developed IP will be solely and exclusively owned by RevRoles.

(b) RevRoles grants to the Customer a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use RevRoles IP and any Developed IP to the extent required for the Customer to use, enjoy the benefit of or exploit the Solution.

9.3 DEFINITIONS

For the purposes of this clause 9:

(a) "Customer Content" means any documents or materials supplied by the Customer to RevRoles under or in connection with this agreement or an Order Form, including any Intellectual Property Rights attaching to those materials.

(b) "Developed IP" means any materials produced by RevRoles in the course of providing the Solution including documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Customer or others, and any Intellectual Property Rights attaching to those materials.

(c) "RevRoles IP" means all materials owned or licensed by RevRoles that is not Developed IP and any Intellectual Property Rights attaching to those materials.

(d) "Intellectual Property Rights" means any and all present and future intellectual and industrial property rights throughout the world, including copyright, trade marks, designs, patents or other proprietary rights, Confidential Information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the date of this agreement, whether registered or unregistered.

10. CONFIDENTIALITY, DATA & Privacy

10.1 DATA PROTECTION

(a) Words and phrases in this section shall have the meaning given to them by applicable data protection and privacy laws, including the General Data Protection Regulation 2016/679 (GDPR) and applicable national legislation that implements or supplements the GDPR or otherwise applies to data protection and privacy, and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated (Data Protection Legislation) and the terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such Data Protection Legislation.

(b) During and after the delivery of the Services, the Customer agrees that RevRoles will be processing personal data for its own purposes and as such will be a controller under the Data Protection Legislation and this includes (but is not limited to) the following purposes:

RevRoles providing Services in fulfilment of the scope of work set out in an Order Form;
RevRoles and/or our independent contractors and third party suppliers may use the contact details the Customer and the Customer’s representatives to send marketing materials or other publications.;
RevRoles may process personal data concerning its other clients and contacts in other ways for its own business purposes;
RevRoles may process and transfer personal data as necessary to effect a re-organisation of its business; and
RevRoles may share personal data with other legal or professional advisers used by us to provide the Customer with legal or professional services.

(c) During and after the delivery of Services, there may be limited occasions where RevRoles may process on the Customer’s behalf as a processor any personal data the Customer has provided to RevRoles. RevRoles will advise the Customer in writing where RevRoles believes it may act as a processor and any such processing shall be in accordance with, and subject to, the Customer’s instructions.

(d) Before performing the processing, RevRoles shall document within the instructions the subject matter and duration of the processing, the nature and purpose of the processing, the types of personal data and categories of data subjects and the other terms prescribed by the Data Protection Legislation. RevRoles will ensure that all appropriate technical and organisational measures are taken to protect any personal data supplied by the Customer to RevRoles against unauthorised or unlawful processing, accidental loss, destruction or damage, including when RevRoles subcontract any processing (for example, in the case of external storage of data).

(e) The Customer’s instructions are taken to include the use by RevRoles, where appropriate, of independent contractors and third party suppliers appointed by us for functions such as data and file storage, back-up, destruction, billing, debt collection, legal processing and the like, in accordance with the foregoing.

(f) By accepting this agreement the Customer gives positive consent for RevRoles to obtain, store and process information about the Customer as described in the preceding paragraphs. The Customer agrees that where necessary the Customer will have satisfied relevant statutory ground under the Data Protection Legislation in connection with the above-described categories of processing, before providing RevRoles with personal data. It is also a term of this agreement that any personal data supplied by RevRoles to the Customer about employees/independent contractors of RevRoles and/or any third parties may only be used for the express purposes for which that information is provided to the Customer.

(g) Each party shall comply with the terms of the Data Protection Legislation.

10.2 THIRD PARTY DATA

(a) The Customer warrants, in relation to the personal information and all other data that it provides to RevRoles in connection with this agreement (Third Party Data), that:

the Customer has all necessary rights in relation to Third Party Data, such that the Services can be performed in respect of that data;
the Customer is not breaching any Law by providing RevRoles with Third Party Data;
RevRoles will not breach any applicable laws by performing the Services in relation to any Third Party Data;
there are no restrictions placed on the use of the Third Party Data (including by any Third Party Terms) and if there are any such restrictions, the Customer has notified RevRoles of this, and RevRoles has agreed to perform the Services in respect of that data (being under no obligation to do so); and
RevRoles will not breach any Third Party Terms by performing the Services in relation to any Third Party Data.

(b) The Customer agrees at all times to indemnify and hold harmless RevRoles and its officers, employees and agents from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those parties, where such loss or liability was caused or contributed to a breach of a warranty in clause 10.2(a).

10.3 CONFIDENTIAL INFORMATION

The parties will not, during, or at any time after, the Term, disclose Confidential Information directly or indirectly to any third party, except:

(a) with the other party’s prior written consent;

(b) as required by any applicable laws; or

(c) to their Personnel on a need to know basis for the purposes of performing its obligations under this agreement (Additional Disclosees).

10.4 BREACH

If either party becomes aware of a suspected or actual breach of clause 10.3 by that party or an Additional Disclosee, that party will immediately notify the other party and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach. The parties agree that damages may not be a sufficient remedy for a breach of clause 10.3.

10.5 PERMITTED USE

A party may only use the Confidential Information of the other party for the purposes of exercising its rights or performing its obligations under this agreement.

10.6 RETURN

On termination or expiration of this agreement, each party agrees to immediately return to the other party, or (if requested by the other party) destroy, any documents or other materials in its possession or control containing Confidential Information of the other party.

10.7 ADDITIONAL DISCLOSEES

Each party will ensure that Additional Disclosees keep the Confidential Information confidential on the terms provided in this clause 10. Each party will, when requested by the other party, arrange for an Additional Disclosee to execute a document in a form reasonably required by the other party to protect Confidential Information.

11. PRIVACY

The Customer agrees to RevRoles's Privacy Policy, located <here>, which is incorporated into this agreement by reference. Please read the Privacy Policy carefully as it governs RevRoles's collection, use, and disclosure of personal information.

12. CUSTOMER DATA

(a) RevRoles will:

take reasonable steps to establish, maintain, enforce and continuously improve safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of Customer Data;
not make any undocumented, unreported or authorised configuration changes to RevRoles's systems or to the information security controls that secure Customer Data, if those changes would materially decrease the protections afforded to Customer Data; and
notify and keep the Customer notified at all times of RevRoles's current safety and security procedures and safeguards that are made from time to time.

(b) The Customer acknowledges and agrees that Licensed Users, Users, the Customer and its Personnel may have control within the Platform to edit, delete and otherwise manipulate Customer Data and User’s data, and the Customer releases RevRoles from any and all liability in relation to loss or damage which arises out of any such deletion, editing or manipulation.

13. SECURITY BREACH

(a) RevRoles will notify the Customer promptly after RevRoles learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (collectively, Security Breaches).

(b) RevRoles will promptly investigate each potential, actual or suspected Security Breach and assist the Customer and its Personnel in connection with any investigation that the Customer may desire to conduct with respect to the Security Breach.

(c) RevRoles will take all steps requested by the Customer to limit, stop or otherwise remedy any potential, actual or suspected Security Breach.

14. WARRANTIES

14.1 REVROLES WARRANTIES

(a) RevRoles warrants that:

during the Term, the Solution will perform substantially in accordance with the intended purpose;
to its knowledge, the use of the Solution in accordance with this agreement will not infringe the Intellectual Property Rights of any third party; and
the Support Services will be fit for purpose and provided by Personnel who have expertise in the provision of those services.

14.2 CORRECTION OF DEFECTS

(a) RevRoles will correct any errors, bugs or defects in the Solution which arise during the Term and which are notified to RevRoles by the Customer unless the errors, bugs or defects:

result from the interaction of the Solution with any other solution or any computer hardware or services not approved in writing by RevRoles;
result from any misuse of the Solution; or
result from the use of the Solution by the Customer other than in accordance with this agreement or the Documentation.

(b) The Customer agrees to provide RevRoles and its Personnel reasonable access to the Solution to assist RevRoles in correcting any defects in the Solution.

14.3 EXCLUSION OF OTHER WARRANTIES

To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.

15. LIMITATION OF LIABILITY

(a) To the maximum extent permitted by law, RevRoles's liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with this agreement or an Order Form:

is totally excluded, to the extent it concerns liability for indirect, special and consequential loss or damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of data, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under law); and
is limited, insofar as it concerns other liability, to the total money paid to RevRoles under this agreement as at the date the event giving rise to the relevant liability occurred (or, where there are multiple events, the date of the first such event).

(b) Nothing in this agreement will exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.

(c) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under this agreement, including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause will be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions will remain in full force and effect.

16. INDEMNITY

The Customer indemnifies RevRoles from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of:

(a) any breach of this agreement by the Customer; or

(b) any negligent, fraudulent or criminal act or omission of the Customer or its Personnel.

17. TERMINATION

17.1 TERMINATION RIGHTS

(a) RevRoles may terminate this agreement at any time by providing 1 month's written notice to the Customer.

(b) Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party is in breach of this agreement and either:

fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
that breach is not capable of remedy.

17.2 EFFECT OF TERMINATION

Upon termination of this agreement:

(a) RevRoles may delete any data and material associated with the Customer, its Personnel, any Licensed User and any User, including Customer Data, [14] days after the end of the Term. RevRoles will not be able to recover any such data or content more than [14] days after the end of the Term, so it is recommended that the Customer backs up anything important to it during this period. RevRoles will not be responsible to the Customer, or any User, for, and RevRoles expressly disclaims any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of this agreement and any loss of data;

(b) if RevRoles has terminated this agreement under clause 17.1(a), or the Customer has terminated this agreement under clause 17.1(b), then RevRoles will refund any amounts paid by the Customer for goods or services not provided as at the date of termination;

(c) if RevRoles has terminated this agreement under clause 17.1(b), then no refund will be provided to the Customer for goods or services not provided as at the date of termination;

(d) the Customer must pay all amounts owed for goods or services already provided as at the date of termination;

(e) each party must return all property of other parties to those respective parties;

(f) each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party; and

(g) no rights, liabilities or remedies of any party will be invalidated by the termination.

17.3 SURVIVAL

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.

18. DISPUTE RESOLUTION

(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.

(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

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19. NOTICES

19.1 FORM OF NOTICE

A notice or other communication to a party under this agreement must be:

(a) in writing and in English; and

(b) addressed to that party to the postal or email address set out in the “parties” section at the start of this agreement (or otherwise notified by that party to each other party from time to time).

19.2 HOW NOTICE MUST BE GIVEN

A notice must be given by one of the methods set out in the table below and is regarded as given and received at the time set out in the list below.

By hand: On delivery

By pre paid post in the same country: On the third Business Day after the date of posting

By pre paid post in another country: On the fifth Business Day after the date of posting by airmail

By email to the nominated email address: Unless the party sending the email knows or reasonably ought to suspect that the email and the attached communication were not delivered to the addressee’s domain specified in the email address, 24 hours after the email was sent.

20. FORCE MAJEURE

(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:

reasonable details of the Force Majeure Event; and
so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.

(b) Subject to compliance with clause 20(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

(c) The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.

(d) For the purposes of this agreement, a ‘Force Majeure Event’ means any:

act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
strikes or other industrial action outside of the control of the Affected Party;
war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.

20. GENERAL

21.1 GOVERNING LAW AND JURISDICTION

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

21.2 THIRD PARTY RIGHTS

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

21.3 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

21.4 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

21.5 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

21.6 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

21.7 COUNTERPARTS

This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

21.8 COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

21.9 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

22. DEFINITIONS AND INTERPRETATION

(a) In this agreement, the following rules of interpretation apply:

(singular and plural) words in the singular includes the plural (and vice versa);
(gender) words indicating a gender includes the corresponding words of any other gender;
(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(person) a reference to "person" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement;
(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(currency) a reference to "£" or " GBP" is to British currency;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word "includes" and similar words in any form is not a word of limitation; and
(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

(b) In this agreement, capitalised terms have the meaning given to them in an Order Form, and the following phrases have the meaning set out in Table 1.

Table 1: Definitions

Business Day

means a day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in London, England.

Candidate Capture Ad

means a candidate capture advertisement listed by the Customer on the Platform.

Confidential Information

means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.

Customer Data

means files, data or any other information, which is uploaded or inserted to the Solution by the Customer or its Licensed Users.

Documentation

means all manuals, help files and other documents supplied by RevRoles to the Customer relating to the Solution, whether in electronic or hardcopy form.

Fees

has the meaning given in clause 8.1(a) and includes the Setup Fee and Annual Fee set out in an Order Form.

Initial Term

has the meaning given in an Order Form.

Job Ad

a job advertisement listed by the Customer on the Platform.

Order Form

has meaning given in clause 2.

Licensed User

means a user of the Solution and Documentation who has been validly granted access to the Platform and Documentation by the Customer in accordance with clause 3.2.

Listing

means a Job Ad or a Candidate Capture Listing.

Personnel

means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.

Solution

has the meaning given in clause 3.1(a).

User

means the Customer's Licensed Users, its Personnel, and any other third party who are granted access to the Platform or Documentation by the Customer, its Licensed Users or its Personnel.

Website

means the website at https://www.revroles.com/, and any other site operated by RevRoles in connection with the Solution.

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Terms and Conditions