TERMS & CONDITIONS

Endorsed Technologies Limited T/A SourceChain (“SourceChain”, “we” or “us”) provides you access to the SourceChain.com and other Endorsed Group websites (the “Site”) in order to help you at every stage of the recruitment process and offer you other specialist services. Please read these Terms of Use carefully before using the Site. Using the Site indicates that you accept these Terms of Use regardless of whether or not you choose to register with us. If you do not accept these Terms of Use, do not use the Site.

Endorsed Technologies Limited is a company registered in England and Wales, registered number 10505324 whose registered office is Northern And Shell Building, 10 Lower Thames Street, London, England, EC3R 6EN. In case of any query regarding the information on this Site, please contact [email protected]. Our VAT number is GB 300429942.

Where SourceChain introduces by telephone, postal mail or electronic mail any candidate for a contract assignment or employment with our hiring clients the introductions shall be subject to our standard Terms of Business as applicable. We will provide all of our hiring clients with a copy of the standard Terms of Business applicable to them at the point of registration or following registration. These Terms of Use are in addition to and not in substitution for our standard Terms of Business.

YOUR USE OF THIS SITE

You may access most areas of the Site without registering your details with us.

We do not guarantee that our Site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our Site. You should use your own virus protection software.

You will not use the Site for any of the following purposes:

  • To post or transmit any material for which you have not obtained all necessary licences and/or approvals
  • To post or transmit on the Site inaccurate, incomplete or false information (including in the case of candidates, biographical information about yourself and/or information about your ability to work in the United Kingdom or elsewhere)
  • To post or transmit on the Site any libellous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material
  • To post or transmit on the Site any material which contains any viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, or which interferes or may interfere with the operation of the Site; or which alters or deletes any information which you have no authority to alter or delete; or which overloads the Site by spamming or flooding it.
  • To use any device, routine or software to crash, delay, or otherwise damage the operation of this Site
  • To take any action that affects SourceChain’s reputation or that defames, abuses, harasses or threatens others
  • To encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law; or carry out such conduct yourself

 

You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990 (or equivalent legislation). We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site will cease immediately.

SourceChain in its sole discretion shall determine your compliance with the above and shall have the right to prevent you from using the Site and/or to delete from the Site immediately and without prior notice any material that it deems not to comply or to be objectionable for any reason. SourceChain shall co-operate fully with any law enforcement authorities or court order requesting or directing SourceChain to disclose the identity or locate anyone posting any material in breach of the above. As the services on the Site are made available to users and employers immediately, you do not enjoy any cancellation or “cooling-off” rights in relation to these Terms of Use.

You agree fully to indemnify us and keep us fully indemnified against all costs, expenses, claims, losses, liabilities or proceedings arising from use or misuse by you of this Site.

LINKS TO OR FROM OTHER WEBSITES

As a convenience to users, this Site may contain links to external websites and you may be offered a number of automatic links to other sites, which may interest you. We accept no responsibility for or liability in respect of the content of those third party sites. SourceChain have not reviewed or approved such sites and does not control and is not responsible for those sites or their content. SourceChain does not warrant that any links to such sites work or are up to date. SourceChain do not endorse or make any representations about those sites and the use of any such links is entirely at your own risk.

Any third parties wishing to link to our Site may do so provided links are to the home page only of the Site and provided we are notified in advance by email to [email protected] and that it is done in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our Site in any website that is not owned by you.

Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the home page

SourceChain reserves the right to refuse to allow third parties to link to our Site and shall not be required to give any explanation for such refusal, or for withdrawal of previously granted permission.

PERSONAL INFORMATION

We may gather information and statistics collectively about all visitors to this Site which may include the information supplied by you which will help us to understand our users thereby creating a better recruitment process. We will not disclose individual names or identifying information without prior notification. We believe this information helps us determine what is most beneficial for our users and how we can continually improve our online service. We may share data with selected third parties to assist with these purposes. Personal data is processed by us in accordance with our privacy notices.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise stated, the copyright and other intellectual property rights in all material on this Site (including without limitation photographs and graphical images) are owned by Endorsed Technologies Limited or its licensors. You may not download copy or print any of the pages of the Site except for your own personal use, and provided you keep intact all copyright and proprietary notices. No copying or distribution for any business or commercial use is allowed. No framing, harvesting, “scraping” or other manipulation of the content of the Site is permitted. You will not attempt to decipher, disassemble, reverse engineer or modify any of the software, coding or information comprised in the Site; nor will you post to the Site any material which infringes any intellectual property rights of any third party.

CHANGES TO OR TEMPORARY UNAVAILABILITY OF THIS SITE

Every effort is made to keep the Site up and running smoothly and fault-free. However, SourceChain takes no responsibility for, and will not be liable for, the Site being temporarily unavailable for reasons of maintenance / improvement, or due to technical issues beyond our control. We may change, suspend or discontinue any aspect of the Site at any time, including the availability of any of the Site features, databases or content. We will try to give you reasonable notice of any suspension or withdrawal.  SourceChain may amend these Terms of Use at any time by posting amended Terms of Use to the Site. You will be deemed to have agreed to the amended Terms of Use when you next use this Site following any amendment.

You are also responsible for ensuring that all persons who access our Site through your internet connection are aware of these Terms of Use and other applicable terms and conditions, and that they comply with them.

TERMINATION

We may at our absolute discretion deny you access to this Site (which may include any of the services or information available through it) or any part of it at any time without explanation.

Liability and Disclaimer: The information contained on this Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Site.

Any information, including any salary information or surveys are given in good faith and SourceChain uses all reasonable efforts to ensure that it is accurate. However, SourceChain gives no representation or warranty in respect of such information and all such representations and warranties, whether express or implied, are excluded.

Whether you are a candidate or an employer:

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation

If you are an employer:

We exclude all implied conditions, warranties, representations or other terms that may apply to our Site or any content on it.

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

  • use of, or inability to use, our Site; or
  • use of or reliance on any content displayed on our Site.

In particular, we will not be liable for:

  • loss of profits, sales, business, or revenue;
  • business interruption;
  • loss of actual or anticipated savings;
  • loss of business opportunity, goodwill or reputation; or
  • any indirect or consequential loss or damage.
If you are a candidate:
    • Please note that we only provide our Site for domestic and private use. You agree not to use our Site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

    We do not guarantee that any employer or client will ask for a candidate’s information, or will interview or hire a candidate, or that any candidates will be available or will meet the needs of any employer or client. We make no representation or warranty as to the final terms and duration of any appointment obtained through this Site. Whilst we take all reasonable endeavours to ensure it is the case, we do not guarantee that any employer or client will keep confidential any candidate information or data provided to them.

    If any provision of these terms and conditions is held to be invalid by a court of competent jurisdiction, such invalidly shall not affect the validly of the remaining provisions, which shall remain in full force and effect. Your use of the Site and downloads from it, and the operation of these terms and conditions, shall be governed in accordance with the laws of England and Wales. The English courts shall have exclusive jurisdiction over any dispute arising out of the use of this Site.

This page (together with the policies and other documents referred to on it) sets out the terms and conditions applicable to Candidates in relation to their use of our Site and Service. These Candidate Terms of Service also incorporate our [Website Terms of Use and Acceptable Use Policy]).

By using the Site or Service in any manner or in providing your services to us, you indicate that you accept these Candidate Terms of Service (including the Website Terms of Use and Acceptable Use Policy) and that you agree to comply with them. If you do not agree to these Candidate Terms of Service, you may not use any part of the Site and Service.

We may revise these Candidate Terms of Service at any time in accordance with clause [13]. We will notify you of any such changes when you log into your Account and you will be required to agree such changes in order to use the Site or Service.

1 ABOUT US

1.1 The Service is provided by Endorsed Technologies Limited T/A SourceChain (“SourceChain”, “we”, “us” or “our”), a private limited company registered in England and Wales under company number 10505324 or any Affiliate. Our registered office address and principal trading address is the Northern and Shell Building, 10 Lower Thames Street, London, England EC3R 6EN.

1.2 If you need assistance or have any queries, please contact us at [email protected].

2 DEFINITIONS

1.1 The following definitions apply in these Candidate Terms of Service:

  • Affiliate: any entity that directly or indirectly Controls us, is directly or indirectly Controlled by us, or is under common Control with us.
  • Applicant: any person applying to become a Candidate.
  • Candidate: an Applicant who has been accepted by us in accordance with these Candidate Terms of Service and is registered as a Candidate on the Service.
  • Candidate Account: the Candidate’s account area of the Service.
  • Client: either a company, entity or individual intending to directly hire a Candidate, or a recruitment company acting on behalf of a company, entity or person intending to directly hire a Candidate.
  • Confidential Information: any confidential or proprietary information in whatever form relating to the business, customers, products, affairs and finances of either party whether or not such information is marked confidential.
  • Eligibility Requirements: the requirements listed in clause 4.1.
  • Employment Regulations: The Conduct of Employment Agencies and Businesses Regulations 2003 and other applicable legislation.
  • Privacy Notice: our Privacy Notice (as amended from time to time), available here.
  • Position: an employment opportunity made available by a Client for Candidates.
  • Recruitment Consultant: a recruitment consultant working for an Affiliate.
  • Service: all the services, features, functionality and content made available by SourceChain or any Affiliate through the Site.
  • Site: www.sourcechain.com or any successor website operated by SourceChain.

2.2 In these Candidate Terms of Use:

(a) the headings used in these Candidate Terms of Use shall not affect the construction or interpretation of these Candidate Terms of Use;

(b) reference to ‘writing’ or similar expressions shall include reference to any communication effected by facsimile, electronic mail and/or any comparable means but shall not include communication by SMS or similar text messaging facilities;

(c) reference to a prohibition against doing any act or thing includes a reference to not permitting, suffering or condoning that act or thing to be done;

(d) use of words such as “including”, “include”, “in particular” or similar terms are to be construed in each case as if the term “without limitation” is implied into the sentence incorporating these words;

(e) reference to a party includes that party’s successors and permitted assigns;

(f) words indicating a person shall include bodies of persons whether corporate or incorporate and vice versa;

(g) reference to any statute or statutory provision includes a reference to the same as from time to time amended, extended, re-enacted or consolidated and all subordinate legislation made pursuant to it and including any other similar legislation in any other jurisdiction;

(h) the phrase “and/or” means either of the alternatives and both of the alternatives as the case may be; and

(i) any reference to “procure” or “ensure” shall create a primary obligation and not a secondary obligation or guarantee.

3 WHAT IS THE SERVICE?

We operate an online social network of Candidates. The Service permits Clients to view information about Candidates. [MORE INFORMATION]

4 CANDIDATE APPLICATION AND REGISTRATION

4.1 Application: All Applicants must comply with the following Eligibility Requirements:

(a) be at least 18 years of age;

(b) provide complete and accurate personal details, such as date of birth, gender, name, address, as specified by us from time to time;

(c) be legally able to enter into a binding contract with us;

(d) be acting on their own account, and not as an employee or self-employed contractor of another company or person (other than as a personal service company, in which case the individual will need to comply and be bound by these Candidate Terms of Service as well as the personal service company).

4.2 Registration: An Applicant who fulfils the Eligibility Requirements must complete all mandatory areas of the online registration form in order to apply to become a Candidate and use the Service. We may use any reasonable means to verify the information given by an Applicant on registration. We may reject any application for registration from any Applicant at any time, even if such application fulfils the Eligibility Requirements. If an application for registration is approved, we will notify the Applicant and the Applicant must then set up a Candidate Account on the Service. Nominated passwords or other login information can then be changed by the Applicant by logging into his/her Candidate Account.

4.3 Once an Applicant’s registration has been approved by us, the Applicant becomes a Candidate and will be permitted to use the Service so long as the Candidate satisfies the Eligibility Requirements and is otherwise approved by us. We may withdraw our approval at any time and for any reason.

4.4 Candidate’s Obligations: Each Candidate must at all times:

(a) keep any password or any other piece of security information which is chosen by him/her or allocated by us as part of the registration process strictly confidential and not disclose it to any third party;

(b) keep his/her email address and all other registration details complete, accurate and up to date and notify us promptly of any changes. We will use this email address to contact him/her about his/her Candidate Account, registration and the Service;

(c) not permit or do anything to assist any person who is not a registered Candidate to access his/her Candidate Account or any part of the Service or to pass themselves off as that Candidate;

(d) not create additional registration accounts;

(e) not pass him/herself off as another Candidate or another person;

(f) continue to comply with the Eligibility Requirements at all times;

(g) comply at all times with these Candidate Terms of Use (including the Website Terms of Use and Acceptable Use Policy).

4.5 You are solely responsible for any and all use of your Candidate Account.

4.6 We have the right to disable any password or login whether chosen by the Candidate or allocated by us, or to terminate the Candidate’s ability to use the Service, at any time, for any reason. We may withdraw our approval for your registration as an Candidate at any time and for any reason.

5 OUR STATUS

SourceChain is not an employment agency or employment business for the purpose of the Employment Regulations and does not introduce or supply work seekers to Clients (or vice versa). We therefore do not:

(a) obtain confirmation of the identity of any work-seeker or Client, or the nature of any Client’s business;

(b) obtain confirmation of the position which the Client seeks to fill (and any relevant details such as location, hours, pay, expenses, health and safety risks or length of notice) applicable to such position;

(c) obtain confirmation that the work-seeker is willing to work in the position which the Client wishes to fill;

(d) obtain confirmation of the experience, training, qualifications and any authorisation which the Client considers necessary, or which is required by law or any professional body, to work in the position the Client wishes to fill or whether a work-seeker has such experience, training, qualifications or authorisation;

(e) take any steps to ensure that the work-seeker and Client are aware of any requirement imposed by law or otherwise which must be satisfied by either of them to permit the work-seeker to fulfil the position to be filled;

(f) take any steps to ensure that it would not be detrimental to the interests of the work-seeker or Client for the work-seeker to work for the Client in the position to be filled;

(g) provide any information to any Client that a work-seeker is suitable or unsuitable for a position at any time;

(h) provide any references or copies of relevant qualifications or authorisations of any work- seeker.

(i) make any accommodation or travel arrangements for any work-seeker.

6 THE PROCESS

6.1 The purpose of the Site is to connect Clients with Candidates through a transparent and non-binding matching and interview request process. You may be contacted directly by a Recruitment Consultant and you agree that the Recruitment Consultant may access your data in order to provide the Services.

6.2 Clients wishing to engage a Candidate will provide us with information describing the Position and Candidate requirements. You accept that we do not undertake background checks on Clients or have any responsibility or liability for the content of any communication or information provided to you about a Position.

6.3 We will match the information provided by Clients against Candidate Profiles. Clients will be able to view the profiles of suitable Candidates which match their Positions.

6.4 Clients may make contact with or submit non-binding interview requests or other offers through the Site to potential Candidates. You accept that an Client is responsible for deciding whether to make contact, send an interview request or make an offer and we have no control over this decision.

6.5 You may accept or decline an interview request or other offer. If you accept an interview request or offer, you and the Client may then initiate communication to arrange an interview and take other appropriate steps to complete a possible recruitment. You accept that the Client remains responsible for all decisions in relation to filling the Position.

6.6 If you receive an offer of employment through the Site, then you and the Client are responsible for agreeing and entering an employment contract and we will not be a party to that agreement. You accept that all matters relating to the employment relationship are to be resolved between you and the Client.

6.7 If you are engaged as a Contractor through the Site, the Contractor and Client will enter a direct contract for services.

6.8 You agree that if you receive an offer of employment by reason of the use of the Services then you will immediately notify us of the engagement and key employment terms, including start date and all remuneration arrangements and you will respond to our further enquiries in this regard.

7 SUCCESS FEES

7.1 There is no charge to register on the Site.

7.2 We charge Clients a success fee if a position is filled through the use of the Services.

8 ACCEPTABLE USE POLICY

8.1 It is a condition of your use of the Site and Service that you comply with our Acceptable Use Policy. You must comply with the spirit of our Acceptable Use Policy. We will decide in our ultimate discretion whether you have breached our Acceptable Use Policy.

8.2 In addition to our Acceptable Use Policy, you further agree to the following (which shall be deemed to be part of our Acceptable Use Policy for the purposes of these Candidate Terms of Service:

(a) you must not contact any other Candidate or Client save as expressly permitted by SourceChain;

(b) you must not disclose any data or other content provided to you through the Service to any third party.

9 CONFIDENTIALITY

9.1 You acknowledge that in the course of using the Services you may have access to Confidential Information. You shall not at any time use or disclose to any third party (and shall use your best endeavours to prevent the publication or disclosure of) any Confidential Information.

9.2 The restriction in clause 9.1 does not apply to:

(a) any use or disclosure required by law, or

(b) any information which is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.

9.3 Information relating to Clients is the Confidential Information of SourceChain for the purposes of these Candidate Terms of Service.

10 TERMINATION

10.1 We may terminate the right for the Candidate to use the Service at any time for any or no reason on one day’s notice to the Candidate.

10.2 The Candidate may terminate its registration as a Candidate at any time by cancelling his or her registration.

11 TERMINATION

11.1 We are the owner or the licensee of all intellectual property rights in the Site and the Service and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

11.2 Save as expressly set out in these Candidate Terms of Service, you shall have no right, title or interest in and no right to use in any way whatsoever the Site or Service.

12 OUR LIABILITY

12.1 We shall provide the Services with reasonable skill and care and provide you with access to the Site and the Services.

12.2 The Site and Services are provided on an ‘as-is’ and ‘as available’ basis. We do not warrant that a Candidate will find a job nor that an Client is suitable for a Candidate. To the maximum extent permitted by law:

(a) we disclaim all liability whatsoever, whether arising in contract, tort (including negligence or under statute) or otherwise in relation to the Site and the Services;
and

(b) all implied warranties, terms and conditions relating to the Site (whether implied by statute, common law or otherwise), including (without limitation) any warranty, term or condition as to accuracy, completeness, satisfactory quality, performance, fitness for purpose, availability and non-infringement are excluded.

12.3 Although we ask registered users for certain information relating to their identity we do not warrant this information has been confirmed or verified and we are not responsible for ensuring the accuracy or truthfulness of registered users’ purported identities or the validity of the information that they provide to us.

12.4 We will not be liable in contract, tort (including negligence) or otherwise incurred by you in connection with the Site or Services or in connection with the use, inability to use, or results of the use of the Site or Services for any (i) loss of profits, anticipated savings, business opportunity, goodwill or loss of or damage to (including corruption) data (whether direct or indirect) or any indirect or consequential losses; (ii) loss of data; (iii) any loss arising from your failure to provide accurate and complete information when required to do so.

12.5 Our total liability to you is limited to the amount of the success fee we have been paid by an Client in respect of the Position to which your claim relates.

12.6 Nothing in these Candidate Terms of Service shall limit or exclude our liability for fraud, fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees or for any other liability that cannot be limited or excluded by law.

13 VARIATIONS TO THESE CANDIDATE TERMS OF SERVICE

13.1 We amend these Candidate Terms of Service from time to time. You will be notified of any change to these Candidate Terms of Service when you log into your Candidate Account and such changes will be binding on you if you continue to use our Site or Service. However, if you have started but not completed an Assignment prior to the change in our Candidate Terms of Service, the Candidate Terms of Service in force at the time the contract for such Assignment was made will apply to that Assignment.

14 BREACH OF THESE CANDIDATE TERMS OF SERVICE

14.1 If you fail to comply with or breach these Candidate Terms of Service (or we have reasonable grounds to believe that you have done so) we may take all or any of the following actions:

(a) Immediate, temporary or permanent withdrawal of your right to use the Site and Service;

(b) Immediate, temporary or permanent removal of your content (or any part of your content) from the Site and Service;

(c) Issue of a warning to you;

(d) Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

(e) Further legal action against you.

(f) Disclosure of such information to law enforcement authorities or third parties as we reasonably feel is necessary.

14.2 The actions in clause 14.1 above are not limited, and we may take any other action we reasonably deem appropriate.

15 DATA PROTECTION

We process personal data in accordance with our Privacy Notice. Please ensure that you have read and understood our Privacy Notice before using our Service. Any changes to our Privacy Notice will be posted to our site. Please note that where you provide personal data to any Client through the Service, we are not responsible for the Client’s use of the personal data that you have provided or any third party profile which you have added to your personal profile on the Site and we have made available to the Client.

16 DATA PROTECTION

All notices given by you to us must be given to us at our address or email address given at the beginning of these Candidate Terms of Service. We may give notice to you at either the email or postal address you provide to us when registering with us or by posting changes on the Site. Notice will be deemed received and properly served immediately when posted on the Site, 24 hours after an email is sent, or 3 days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

17 EVENTS OUTSIDE OUR CONTROL

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations that is caused by events outside our reasonable control, including adverse weather, strikes or other industrial action, riot or civil commotion.

18 GENERAL

18.1 Any failure by us to insist upon strict performance of any of your obligations under these Candidate Terms of Service or any contract with us, or any failure by us to exercise any of the rights or remedies to which we are entitled, is not a waiver by us of such rights or remedies and will not relieve you from compliance with such obligations. Any waiver must be agreed by us in writing.

18.2 We intend to rely upon these Candidate Terms of Service and any document expressly referred to in them in relation to the subject matter of any contract between us. These Candidate Terms of Service (including the documents referred to in these Candidate Terms of Service) constitute the entire agreement between you and us relating to the Service, Site and the receipt of any services from you.

18.3 The Contracts (Rights of Third Parties) Act 1999 is expressly excluded from these Candidate Terms of Use.

19 JURISDICTION AND APPLICABLE LAW

19.1 The English courts will have exclusive jurisdiction over any claim arising from, or related to, the Site and Service although we retain the right to bring proceedings against you for breach of these Candidate Terms of Service in your country of residence or any other relevant country.

19.2 These Candidate Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

This page sets out the terms and conditions applicable to the Customer in relation to their use of the Service. By using the Service in any manner, the Customer indicates that it accepts terms of this agreement and that the Customer agrees to comply with them.

The Service is provided by Endorsed Technologies Limited T/A SourceChain (“SourceChain”), a private limited company registered in England and Wales under company number 10505324 or any Affiliate. Our registered office address and principal trading address is the Northern and Shell Building, 10 Lower Thames Street, London, England EC3R 6EN.

BACKGROUND

SourceChain has developed certain software applications and platforms which it makes available to subscribers via the internet on a subscription basis for the purpose of assisting the Customer to recruit suitable candidates for its business. SourceChain has agreed to provide the Services and the Customer wishes to use the Services in its business operations subject to the terms and conditions of this agreement.

1 INTERPRETATION

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

  • Affiliate: any entity that directly or indirectly Controls us, is directly or indirectly Controlled by us, or is under common Control with us.
  • Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, as further described in Clause 2.2(d).
  • Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  • Candidate: an individual who registers with SourceChain or an Affiliate.
  • Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
  • Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 11.6 or Clause 11.7.
  • Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
  • Customer Data: the data inputted by the Customer, Authorised Users, or SourceChain on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
  • Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
  • Effective Date: the date of this agreement.
  • Engagement: the acceptance by an applicant of an offer of employment following an Introduction via the Website, whether on a permanent or temporary basis, directly or indirectly, or under a contract of services or for services, or through a third party or through a limited company in which the candidate is an officer or employee.
  • Fees: the fees payable by the Customer to SourceChain pursuant to Clause 9.
  • Introduce or Introduction: any provision of information to you regarding an identifiable Candidate, regardless of whether the Candidate was previously known to you.
  • Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
  • Remuneration: a Candidate’s total annual gross salary or fees, including all bonus and commission earnings, relocation package, sign on fee and any car allowance.
  • Services: the subscription services provided by SourceChain or any Affiliate to the Customer under this agreement via the Website.
  • Software: the online software applications provided by SourceChain as part of the Services.
  • Subscription Term: has the meaning given in Clause 14.1.
  • UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
  • User Subscriptions: the user subscriptions registered by the Customer pursuant to this agreement which entitle Authorised Users to access and use the Services in accordance with this agreement.
  • Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
  • Website: www.sourcechain.com or any other website notified to the Customer by SourceChain from time to time.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.9 A reference to writing or written includes faxes and e-mail.

1.10 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2 USER SUBSCRIPTIONS

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with Clause 3.3 and Clause 9.1, the restrictions set out in this Clause 2 and the other terms and conditions of this agreement, SourceChain hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer’s internal business operations.

2.2 In relation to the Authorised Users, the Customer undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has registered from time to time;

(b) it will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;

(c) each Authorised User shall keep a secure password for his use of the Services and that each Authorised User shall keep his password confidential;

(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to SourceChain within 5 Business Days of SourceChain’s written request at any time or times.

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property;

and SourceChain reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause

2.4 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or

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

(b) access all or any part of the Services in order to build a product or service which competes with the Services; or

(c) use the Services to provide services to third parties; or

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Clause 2; and

2.5 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 SourceChain.

3 ADDITIONAL USER SUBSCRIPTIONS

3.1 The Customer may, from time to time during the Subscription Term, register additional User Subscriptions and SourceChain shall grant access to the Services to such additional Authorised Users in accordance with the provisions of this agreement.

3.2 If the Customer wishes to register additional User Subscriptions, the Customer shall notify SourceChain in writing. SourceChain shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request. Where SourceChain approves the request, SourceChain shall activate the additional User Subscriptions.

4 SERVICES

4.1 SourceChain shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.

4.2 SourceChain shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for unscheduled maintenance performed outside Normal Business Hours.

4.3 SourceChain will, as part of the Services, provide the Customer with SourceChain’s assisted services separately at SourceChain’s then current rates.

5 CUSTOMER DATA

5.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

5.2 SourceChain shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

5.3 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

5.4 The parties acknowledge that:

(a) if SourceChain processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the controller and SourceChain is the processor for the purposes of the Data Protection Legislation.

(b) 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 SourceChain’s other obligations under this agreement.

5.5 Without prejudice to the generality of Clause 5.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to SourceChain for the duration and purposes of this agreement so that SourceChain may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf.

5.6 Without prejudice to the generality of Clause 5.3, SourceChain shall, in relation to any personal data processed in connection with the performance by SourceChain of its obligations under this agreement:

(a) process that personal data only on the documented written instructions of the Customer unless SourceChain is required by the laws of any member of the European Union or by the laws of the European Union applicable to SourceChain and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (“Applicable Laws”). Where SourceChain is relying on Applicable Laws as the basis for processing personal data, SourceChain shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit SourceChain from so notifying the Customer;

(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

(i) the Customer or SourceChain has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) SourceChain complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) SourceChain complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

(c) assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d) notify the Customer without undue delay on becoming aware of a personal data breach;

(e) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and

(f) maintain complete and accurate records and information to demonstrate its compliance with this Clause 5 and immediately inform the Company if, in the opinion of the VAR, an instruction infringes the Data Protection Legislation.

5.8 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

6 THIRD PARTY PROVIDERS

The Customer acknowledges that the Services may enable or assist it to access 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. SourceChain makes no representation, warranty 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 SourceChain. SourceChain 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. SourceChain 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 SOURCECHAIN’S OBLIGATIONS

7.1 SourceChain undertakes that the Services will be performed with reasonable skill and care.

7.2 The undertaking at Clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to SourceChain’s instructions, or modification or alteration of the Services by any party other than SourceChain or SourceChain’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, SourceChain will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in Clause 7.1. Notwithstanding the foregoing, SourceChain:

(a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3 This agreement shall not prevent SourceChain from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

7.4 SourceChain warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

8 CUSTOMER’S OBLIGATIONS

The Customer shall:

(a) provide SourceChain with:

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

(ii) all necessary access to such information as may be required by SourceChain;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, SourceChain may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for SourceChain, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by SourceChain from time to time; and

(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to SourceChain’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

9 CHARGES AND PAYMENT

9.1 The Customer shall pay to SourceChain in relation to each Engagement, a calculated percentage of the Candidate’s total first year’s Remuneration (“Fees”) to be agreed by both parties. SourceChain shall invoice the Customer on the date of the Engagaement and the Customer shall pay each invoice within 30 days after the date of such invoice.

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

(a) SourceChain may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and SourceChain 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 5% over the then current base lending rate of Barclays Bank Plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

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

(a) shall be payable in local currency;

(b) are non-cancellable and non-refundable;

(c) are exclusive of value added tax, which shall be added to SourceChain’s invoice(s) at the appropriate rate.

9.4 SourceChain shall be entitled to increase the Fees upon 14 days’ prior notice to the Customer.

10 PROPRIETARY RIGHTS

10.1 The Customer acknowledges and agrees that SourceChain 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, under or in, any 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.

10.2 SourceChain 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.

11 CONFIDENTIALITY

11.1 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; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2 Subject to Clause 11.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

11.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

11.6 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute SourceChain’s Confidential Information.

11.7 SourceChain acknowledges that the Customer Data is the Confidential Information of the Customer.

11.8 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11.9 The above provisions of this Clause 11 shall survive termination of this agreement, however arising.

12 INDEMNITY

12.1 The Customer shall defend, indemnify and hold harmless SourceChain 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) SourceChain 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.

12.2 SourceChain shall defend the Customer, its officers, directors and employees against any claim that ` infringes any [United Kingdom] patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) SourceChain is given prompt notice of any such claim;

(b) the Customer provides reasonable co-operation to SourceChain in the defence and settlement of such claim, at SourceChain’s expense; and

(c) SourceChain is given sole authority to defend or settle the claim.

12.3 In the defence or settlement of any claim, SourceChain may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on [2] Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4 In no event shall SourceChain, 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 SourceChain; or

(b) the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by SourceChain; or

(c) the Customer’s use of the Services after notice of the alleged or actual infringement from SourceChain or any appropriate authority.

12.5 The foregoing state[s] the Customer’s sole and exclusive rights and remedies, and SourceChain’s (including SourceChain’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13 LIMITATION OF LIABILITY

13.1 Except as expressly and specifically provided in this agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. SourceChain shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to SourceChain by the Customer in connection with the Services, or any actions taken by SourceChain at the Customer’s direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

(c) the Services are provided to the Customer on an “as is” basis.

13.2 Nothing in this agreement excludes the liability of SourceChain:

(a) for death or personal injury caused by SourceChain’s negligence; or

(b) for fraud or fraudulent misrepresentation.

13.3 Subject to Clause 13.1 and Clause 13.2:

(a) SourceChain shall not be liable whether in tort (including for 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) SourceChain’s total aggregate liability in contract, 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 Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

14 TERM AND TERMINATION

14.1 This agreement shall, unless otherwise terminated as provided in this Clause 14, commence on the Effective Date and shall continue until either party notifies the other party of termination, in writing, by giving at least 60 days’ notice or unless otherwise terminated in accordance with the provisions of this agreement.

14.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party

14.3 On termination of this agreement for any reason:

(a) all licences granted under this agreement shall immediately terminate [and the Customer shall immediately cease all use of the Services];

(b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;

(c) SourceChain may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with Clause 5.7(c), unless SourceChain receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. SourceChain shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by SourceChain in returning or disposing of Customer Data; and

(d) 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

15 FORCE MAJEURE

SourceChain shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of SourceChain or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

16 THIRD PARTY RIGHTS

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

17 VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18 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.

19 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

20 SEVERANCE

20.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

20.2 If any provision or part-provision of this agreement is deemed deleted under Clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21 ENTIRE AGREEMENT

21.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

21.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

21.4 Nothing in this clause shall limit or exclude any liability for fraud.

22 ASSIGNMENT

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

22.2 SourceChain 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.

23 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).

24 NOTICES

24.1 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.

24.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am 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).

25 GOVERNING LAW AND JURISDICTION

25.1 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 England and Wales.

25.2 Each party irrevocably agrees that the courts of England and Wales 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).

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