TERMS OF BUSINESS

1. About these Terms

   1. We are Kandidate Ltd, registered in England and Wales with company number 10674393 and registered address at 23 Wenlock Road, Unit 510, London, England, N1 7TD. Any reference to (“we”, “us” and “Kandidate”) is a reference to Kandidate Ltd.
   2. To contact us, please email our Client service team at [email protected].
   3. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address set out in the Order Form.
   4. These Terms of Business (“Terms”) set out the general terms and conditions under which we provide our services to clients.  In addition to these general terms our provision of the services will be subject to the Service Terms applicable to the particular services we provide to our clients.  In the event of any conflict between the applicable Service Terms and these Terms, the Service Terms shall prevail.

2. Definitions and interpretation

   1. The following definitions apply in this Contract.

      “Business Day” means a day other than a Saturday or Sunday when banks in England are open for business.

      “Business Hours” means hours between 9 a.m. and 5 p.m. on a Business Day.

      “Client’s Representative” means the individual identified in the Order Form who shall be primarily responsible for acting for and on behalf of Client when dealing with Kandidate.

      “Contract” means a contract for supply of the Services concluded between Kandidate and the Client in accordance with the Order Form, the applicable Service Terms and these Terms.

      “Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the UK.

      “Start Date” means the date of specified on the Order Form on which the Contract comes into effect.

      “Fees” means the fees and charges set out in the Order Form.

      “Order Form” means the ordering document setting out the Client’s details, the agreed scope of Services and the Fees, which forms a part of the Contract.

      “Service Terms” means specific terms and conditions that apply in relation to specific Services, which form a part of the Contract.

      “Services” means the services which Kandidate have agreed to provide to the Client under the Contract and which are set out in the Order Form.

      “VAT” means value added tax.

   2. The following rules of interpretation apply in this Contract.
      1. Words in the singular include the plural and vice versa.
      2. Any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words.
      3. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
      4. A reference to writing or written includes email.

3. Basis of contract

   1. Following an expression of interest from a Client, Kandidate may at its sole discretion prepare an Order Form which shall establish the Contract.
   2. Any quotations, samples, descriptive matter or advertising issued by Kandidate, and any descriptions or illustrations contained in Kandidate’s website, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Contract or have any contractual effect.
   3. These Terms and the Service Terms apply to the Contract to the exclusion of any other terms which are implied by law, trade custom, practice or course of dealing.
   4. Any quotation given by Kandidate shall not constitute an offer and is only valid for the time stated in the quotation, failing which a period of 30 days from its date of issue.
   5. Kandidate shall supply the Services to the Client in accordance with the Order Form and the applicable Service Terms.
   6. Kandidate shall use all reasonable endeavours to meet any performance dates specified in an Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

4. Client’s obligations

   1. The Client shall:
      1. co-operate with Kandidate in all matters relating to the Services;
      2. provide Kandidate with such information and materials as Kandidate may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      3. use all materials, documents and other property of Kandidate put at the Client’s disposal when performing Services with reasonable skill and care;
      4. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the Start Date;
      5. comply with all applicable laws, including health and safety laws and any applicable mandatory policies;
      6. comply with any applicable terms and all reasonable directions and instructions given by Kandidate in the provision of the Services.
      7. If Kandidate’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default“) then without limiting or affecting any other right or remedy available to it, Kandidate shall have the right to suspend performance of the Services until the Client remedies the Client Default, and shall not be expected to fulfil its obligations arising from or in connection with the Contract for the duration of Client Default.

5. Fees and payment

   1. In consideration of the Services, the Client shall pay to Kandidate the Fees.
   2. The Client shall reimburse Kandidate for any pre-approved expenses reasonably incurred by Kandidate.
   3. The Client shall pay each invoice submitted by Kandidate in accordance with payment terms set out in the Order Form and in any case within 30 days of the invoice date, and in full and in cleared funds to a bank account nominated in writing by Kandidate.
   4. Unless specified otherwise, all amounts payable by the Client under the Contract are exclusive of VAT and the Client shall on receipt of a valid VAT invoice from Kandidate pay to Kandidate such additional amounts in respect of VAT.
   5. If the Client fails to make a payment due to Kandidate under the Contract by the due date, then, without limiting Kandidate’s remedies under clause 7, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
   6. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Limitation of liability

   1. The restrictions on liability in this clause 6 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
   2. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence, and fraud or fraudulent misrepresentation.
   3. Subject to clause 6.2, Kandidate’s total liability to the Client in respect of Services provided under the Contract shall not exceed the Fees paid by the Client in respect of the Services.
   4. Subject to clause 6.2, Kandidate shall not be liable for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill and indirect or consequential loss.
   5. Kandidate has given commitments as to compliance of the Services in these Terms and in the relevant Service Terms. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

7. Termination

   1. Without affecting any other right or remedy available to it, either party may terminate the Contract with      immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
      2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
   2. Without affecting any other right or remedy available to it, Kandidate may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment, or if there is a change of control of the Client, where “control” has the meaning given in section 1124 of the Corporation Tax Act 2010.
   3. Without affecting any other right or remedy available to it, Kandidate may suspend the supply of Services under the Contract or any other contract between the Client and Kandidate if the Client fails to pay any amount due under the Contract on the due date for payment, if the Client becomes subject to any of the events listed in clause 7.1.2 to clause 7.1.4, or if Kandidate reasonably believes that the Client is about to become subject to any of them.
   4. Kandidate may terminate the Contract without reason by serving to the Client a 30-days’ written notice.
   5. On termination of the Contract each party shall return to the other party all of the other party’s records, documents and other materials relating to the other party’s business. In addition, the Client shall immediately pay to Kandidate all of Kandidate’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Kandidate shall submit an invoice, which shall be payable by the Client immediately on receipt.
   6. The Client shall not at any time during the 12 months following the relevant engagement employ any Kandidate personnel. If the Client employs any Kandidate personnel within 12 months following the relevant engagement, the Client shall pay to Kandidate a fee of equivalent to 30% of the total renumeration of such Kandidate personnel.
   7. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
   8. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

8. General

   1. Confidentiality: Each party undertakes that it shall not at any time during the Contract, and for a period of two years after its termination, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this clause. Each party may disclose the other party’s confidential information as may be required by law, or a court or any governmental or regulatory authority, as well as to its employees, officers, representatives, subcontractors, advisers, and other parties who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract. Each party shall immediately inform the other upon becoming aware or having reasonable grounds to suspect that any confidential information has been used or disclosed in breach of the Contract.
   2. Assignment. Kandidate may at any time assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the Contract. The Client may not assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Kandidate.
   3. Entire agreement. The Contract 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.
   4. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract 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.
   5. Severance. If any provision or part-provision of the Contract 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 the Contract. If any provision of the Contract is deemed deleted under this clause 8.5 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.
   6. Notices.
      1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or sent by email to the other party’s recorded email address.
      2. Any notice or communication shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and (iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
   7. Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
   8. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
   9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.