This is a contract between you (the Customer) and us (the Supplier). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is important for you to be aware that by using the Service, you are agreeing to be bound by these terms. We periodically update these terms and we will let you know when we do.

Agreed terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Agreement: these terms and conditions together with the Order Form detailing the Services and Fees.

AUP: means the acceptable usage policy of the Supplier, details of which are set out here and which may be updated from time to time.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and have unique user identifications and passwords for the Services.

Business Day: a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.2.

Customer: you, the person or entity availing of the Services as set out in the Agreement.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

Effective Date: the date of this agreement.

Enrichment Data: means the data we make available to the Customer as part of the Service. Enrichment Data also includes information about Authorised Users such as social media handles, avatars and alternate email addresses that we obtain from public or third party sources.

Fees: the fees as set out in the Order Form.

Initial Subscription Term: the initial term of this agreement as set out in the Order Form.

Normal Business Hours: 8.00 am to 6.00 pm local Ireland time, each Business Day.

Order Form: means the Supplier approved form or online subscription process by which the Customer agrees to subscribe to the Services.

Renewal Period: the period described in clause 13.1.

Services: the subscription services provided by the Supplier to the Customer under this agreement or that we otherwise make available to you via https://clinchtalent.com or any other website notified to the Customer by the Supplier or any other designated URL, and any ancillary products and services, including website hosting, that we provide to you from time to time.

Software: the online software applications provided by the Supplier as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to the Supplier for the Services, as set out in the Order Form.

Subscription Term: has the meaning given in clause 13.1(being the Initial Subscription Term together with any subsequent Renewal Periods).

Supplier: Clinch Technology Limited registered office at 11 Palmerston Road, Rathmines, Dublin 6, Ireland, the supplier of the Services under this Agreement.

Support Services Policy: the Supplier's policy for providing support in relation to the Services as made available at https://clinchtalent.com or such other website address as may be notified to the Customer from time to time..

2. Authorised Users

2.1 Subject to the terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal business operations.

2.2 The Customer shall not:

(A) EXCEPT AS MAY BE ALLOWED BY ANY APPLICABLE LAW WHICH IS INCAPABLE OF EXCLUSION BY AGREEMENT BETWEEN THE PARTIES:

(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

2.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.

3. Services

3.1 The Supplier shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.

3.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(A) PLANNED MAINTENANCE CARRIED OUT DURING THE MAINTENANCE WINDOW OF 10.00 PM TO 2.00 AM IRELAND TIME; AND

(B) UNSCHEDULED MAINTENANCE PERFORMED OUTSIDE NORMAL BUSINESS HOURS, PROVIDED THAT THE SUPPLIER HAS USED REASONABLE ENDEAVOURS TO GIVE THE CUSTOMER AT LEAST 6 NORMAL BUSINESS HOURS' NOTICE IN ADVANCE.

3.3 The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier's standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier's then current rates.

<4. Customer data/p>

The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. This Agreement does not grant the Supplier any ownership rights to Customer Data. The Customer grants permission to the Supplier to use the Customer Data only as necessary to provide the Services as permitted by this Agreement. The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data.The Supplier may monitor use of the Services by its customers and use the data gathered in an aggregate and anonymous manner. The Customer agrees that the Supplier may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify the Customer.

4.1 If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:

(A) THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PERSONAL DATA MAY BE TRANSFERRED OR STORED OUTSIDE THE EEA OR THE COUNTRY WHERE THE CUSTOMER AND THE AUTHORISED USERS ARE LOCATED IN ORDER TO CARRY OUT THE SERVICES AND THE SUPPLIER'S OTHER OBLIGATIONS UNDER THIS AGREEMENT;

(B) THE CUSTOMER SHALL ENSURE THAT THE CUSTOMER IS ENTITLED TO TRANSFER THE RELEVANT PERSONAL DATA TO THE SUPPLIER SO THAT THE SUPPLIER MAY LAWFULLY USE, PROCESS AND TRANSFER THE PERSONAL DATA IN ACCORDANCE WITH THIS AGREEMENT ON THE CUSTOMER'S BEHALF;

(C) THE CUSTOMER SHALL ENSURE THAT THE RELEVANT THIRD PARTIES HAVE BEEN INFORMED OF, AND HAVE GIVEN THEIR CONSENT TO, SUCH USE, PROCESSING, AND TRANSFER AS REQUIRED BY ALL APPLICABLE DATA PROTECTION LEGISLATION; AND

(D) EACH PARTY SHALL TAKE APPROPRIATE TECHNICAL AND ORGANISATIONAL MEASURES AGAINST UNAUTHORISED OR UNLAWFUL PROCESSING OF THE PERSONAL DATA OR ITS ACCIDENTAL LOSS, DESTRUCTION OR DAMAGE.

5. Clinch Academy

The Supplier may offer educational seminars or certifications through the Clinch Academy. The descriptions of these seminars and certifications, and the terms and conditions that apply to your participation, are available at http://academy.clinch.io. By participating in a Clinch Academy educational seminar or certification, you agree to abide by the applicable terms and conditions that are made available to you at that time.

6. Third party providers

The Customer acknowledges that the provision of the Services may enable or assist it to access, integrate or interoperate with the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7. Customer's obligations

7.1 To realise the full value of the Services, the participation and effort of the Customer is needed. Resources that may be required from the Customer include a project manager from the recruitment or sourcing team, one or more content creators, a human resources sponsor, a marketing & branding sponsor, an executive sponsor and a technical resource. Responsibilities that may be required include planning of recruitment marketing programs; setting of a content creation calendar; creating blog posts, social media content, Calls-To-Action, downloads, emails, nurturing content, and other materials; acting as internal liaison betweenmarketing; providing top level internal goals for the use of the Service; attending regular review meetings with the Supplier; and supporting the integration of theService with other systems.

7.2 The Customer shall provide the Supplier with:

(a) all necessary co-operation in relation to this agreement; and

(b) all necessary access to such information as may be required by the Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services.

7.3 The Customer agrees with the Supplier, and agrees to procure that its Authorised Users will at all times, comply with the AUP of the Supplier.

8. Charges and payment

8.1 The Customer shall pay the Subscription Fees to the Supplier for the Services in accordance with this clause 8.

The Customer shall on the beginning of the Initial Term and any other time during the Subscription Term when the Subscription Fees are payable. All amounts are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified on the Order Form.

8.2 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(A) THE SUPPLIER MAY, WITHOUT LIABILITY TO THE CUSTOMER, DISABLE THE CUSTOMER'S PASSWORD, ACCOUNT AND ACCESS TO ALL OR PART OF THE SERVICES AND THE SUPPLIER SHALL BE UNDER NO OBLIGATION TO PROVIDE ANY OR ALL OF THE SERVICES WHILE THE INVOICE(S) CONCERNED REMAIN UNPAID; AND

(B) INTEREST SHALL ACCRUE ON A DAILY BASIS ON SUCH DUE AMOUNTS AT AN ANNUAL RATE EQUAL TO 3% OVER THE THEN CURRENT BASE LENDING RATE OF THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND FROM TIME TO TIME, COMMENCING ON THE DUE DATE AND CONTINUING UNTIL FULLY PAID, WHETHER BEFORE OR AFTER JUDGMENT.

8.3 All amounts and fees stated or referred to in this agreement:

(A) SHALL BE PAYABLE IN SUCH DENOMINATION AS SET OUT IN THE ORDER FORM;

(B) ARE, SUBJECT TO CLAUSE 12.1(B), NON-CANCELLABLE AND NON-REFUNDABLE;

(C) ARE EXCLUSIVE OF VALUE ADDED TAX, WHICH SHALL BE ADDED TO THE SUPPLIER'S INVOICE(S) AT THE APPROPRIATE RATE.

8.4 The Supplier shall be entitled to increase the Subscription Fees, at the start of each Renewal Period upon 45 days' prior notice to the Customer and the Fees shall be deemed to have been amended accordingly.

9. Proprietary rights

9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

9.2 The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

9.3 In the event that Enrichment Data is made available to the Customer, the use by the Customer of such Enrichment Data may only be used as part of the Service. Enrichment Data may be made available to you based on Customer Data, but any data relating to your candidates or applicants may be used to enrich data for other parties on an anonymous basis. The Enrichment Data may be provided from or through third party service providers or public sources.

9.4 Any comments or suggestions of the Customer shall be non-confidential and the Supplier retains all rights to use and incorporate such comments or suggestions into the Service, without payment or attribution to the Customer.

10. Confidentiality

10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:

(A) IS OR BECOMES PUBLICLY KNOWN OTHER THAN THROUGH ANY ACT OR OMISSION OF THE RECEIVING PARTY;

(B) WAS IN THE OTHER PARTY'S LAWFUL POSSESSION BEFORE THE DISCLOSURE;

(C) IS LAWFULLY DISCLOSED TO THE RECEIVING PARTY BY A THIRD PARTY WITHOUT RESTRICTION ON DISCLOSURE;

(D) IS INDEPENDENTLY DEVELOPED BY THE RECEIVING PARTY, WHICH INDEPENDENT DEVELOPMENT CAN BE SHOWN BY WRITTEN EVIDENCE; OR

(E) IS REQUIRED TO BE DISCLOSED BY LAW, BY ANY COURT OF COMPETENT JURISDICTION OR BY ANY REGULATORY OR ADMINISTRATIVE BODY.

10.2 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

11. Indemnity

11.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services , provided that:

(A) THE CUSTOMER IS GIVEN PROMPT NOTICE OF ANY SUCH CLAIM;

(B) THE SUPPLIER PROVIDES REASONABLE CO-OPERATION TO THE CUSTOMER IN THE DEFENCE AND SETTLEMENT OF SUCH CLAIM, AT THE CUSTOMER'S EXPENSE; AND

(C) THE CUSTOMER IS GIVEN SOLE AUTHORITY TO DEFEND OR SETTLE THE CLAIM.

11.2 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(A) A MODIFICATION OF THE SERVICES BY ANYONE OTHER THAN THE SUPPLIER; OR

(B) THE CUSTOMER'S USE OF THE SERVICES IN A MANNER CONTRARY TO THE INSTRUCTIONS GIVEN TO THE CUSTOMER BY THE SUPPLIER; OR

(C) THE CUSTOMER'S USE OF THE SERVICES AFTER NOTICE OF THE ALLEGED OR ACTUAL INFRINGEMENT FROM THE SUPPLIER OR ANY APPROPRIATE AUTHORITY.

11.3 The foregoing and clause 12.1(b) state the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

12. Limitation of liability

12.1 This clause 12 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer

(A) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IN ANY MANNER.THE SUPPLIER SHALL NOT BE LIABLE WHETHER IN TORT (INCLUDING FOR [NEGLIGENCE OR] BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING UNDER THIS AGREEMENT; AND

(B) THE SUPPLIER'S TOTAL AGGREGATE LIABILITY IN CONTRACT [(INCLUDING IN RESPECT OF THE INDEMNITY AT CLAUSE 12)], TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL SUBSCRIPTION FEES PAID BY THE CUSTOMER TO THE SUPPLIER FOR THE SERVICES DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

13. Term and termination

13.1 This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

(A) EITHER PARTY NOTIFIES THE OTHER PARTY OF TERMINATION, IN WRITING, AT LEAST [30 DAYS] BEFORE THE END OF THE INITIAL SUBSCRIPTION TERM OR ANY RENEWAL PERIOD, IN WHICH CASE THIS AGREEMENT SHALL TERMINATE UPON THE EXPIRY OF THE APPLICABLE INITIAL SUBSCRIPTION TERM OR RENEWAL PERIOD; OR

(B) OTHERWISE TERMINATED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

13.2 On termination of this agreement for any reason:

(A) ALL LICENCES GRANTED UNDER THIS AGREEMENT SHALL IMMEDIATELY TERMINATE;

(B) AND PROVIDED THAT ALL OUTSTANDING FEES HAVE BEEN DISCHARGED, UPON RECEIPT OF A WRITTEN REQUEST WITHIN THIRTY (30) DAYS AFTER TERMINATION OR EXPIRATION OF THIS AGREEMENT FROM THE CUSTOMER TO THE SUPPLIER, THE SUPPLIER WILL PROVIDE THE CUSTOMER WITH TEMPORARY ACCESS TO THE SERVICE TO RETRIEVE, OR WILL PROVIDE YOU WITH COPIES OF, ALL CUSTOMER DATA THEN IN THE POSSESSION OR CONTROL OF THE SUPPLIER. THE SUPPLIER MAY WITHHOLD ACCESS TO CUSTOMER DATA UNTIL ANY FEES OWING HAVE BEEN DISCHARGED. THIRTY (30) DAYS AFTER TERMINATION OR EXPIRATION OF THIS AGREEMENT, THE SUPPLIER SHALL HAVE NO OBLIGATION TO MAINTAIN OR PROVIDE THE CUSTOMER DATA AND MAY, UNLESS LEGALLY PROHIBITED, DELETE ALL CUSTOMER DATA FROM THE SUPPLIER’S SYSTEMS OR OTHERWISE UNDER ITS CONTROL;

(C) ANY RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES OF THE PARTIES THAT HAVE ACCRUED UP TO THE DATE OF TERMINATION, INCLUDING THE RIGHT TO CLAIM DAMAGES IN RESPECT OF ANY BREACH OF THE AGREEMENT WHICH EXISTED AT OR BEFORE THE DATE OF TERMINATION SHALL NOT BE AFFECTED OR PREJUDICED.

14. Publicity

The Customer grants the Supplier right to user the Customer name and logo to our customer list and website.

15. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Severance

17.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

18. Entire agreement

18.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

18.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

19. Assignment

19.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

19.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

20. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

21. Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement.

22. Notices

22.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this agreement.

22.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

22.3 Electronic notices may be given by the Supplier by general notice via the Services and may give electronic notices specific to the Customer by email to the e-mail address(es) on record from account information or through the notifications center of the Service. The Supplier may give notice to you by telephone calls to the telephone numbers on record in the account information. The Customer must keep all of its account information current.

23. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Ireland.

24. Jurisdiction

Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).