Terms of Business

1. Parties

  • 1.1. These terms and conditions (T&Cs) are entered into between (i) the client legal entity or entities set out in your Cover Letter, and (ii) the entity set out in your Cover Letter. References to ‘we’, ‘us’ and ‘our’ relate to Company.
  • 1.2. References to ‘you’ and ‘your’ relate to the legal entity set out in your Cover Letter.
  • 1.3. By entering into this Agreement, you are confirming that this is a ‘business’ relationship and that you entering into this Agreement as a business.

2. Term & Termination

  • 2.1. You are advised to read these T&Cs and your Cover Letter, since together they consist of the entire agreement between us (“this Agreement”).
  • 2.2. The specific details of the “Services” are as set out in your Cover Letter, each of which are deemed to be “Services”.
  • 2.3. No brochure, illustrations or discussions are deemed a part of this Agreement and no other Services are available to you.
  • 2.4. Except as agreed in your Cover Letter, this Agreement starts on the date you accept the Agreement by signing it and returning it to us.
  • 2.5. Unless this Agreement is terminated in accordance with clauses 2.6, 2.7 or 2.8 the Services will continue for the Term of Agreement set out in your Cover Letter (“Services Term”).
  • 2.6. This Agreement will terminate at the earlier of (i) the end of the Services Term as set out in your Cover Letter or (ii) as agreed between both parties.
  • 2.7. Either party can terminate this Agreement, including access to any Services if the other:
    • 2.7.1. commits a material breach of its obligations under this Agreement; or
    • 2.7.2. fails to pay any amount due under this Agreement on the due date for payment; or
    • 2.7.3. enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors.
  • 2.8. If an event occurs outside our reasonable control, which may include, but is not limited to the unavailability of key personnel, or key resources, we will notify you by email. In such an instance, we will not be liable to you for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, Internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under this Agreement.
  • 2.9. Upon termination of the Agreement, you shall pay any Fees due and outstanding amounts payable to us in accordance with this Agreement, including any payments due for the Services up until the termination.

3. Payment

  • 3.1. The “Fee”, any applicable “Discount” and “Payment Terms” for the Services are as set out in your Cover Letter.
  • 3.2. If we do not receive a payment on any date on which it is due we may:
    • (a). immediately suspend your Services (including access to the portal) until payment is received; or
    • (b). Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will (i) suspend the Services (including access to the portal) and (ii) charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
  • 3.3. Time is of the essence with respect to payment of all Fees.
  • 3.4. All payments due under this Agreement must be made in full without any deduction or withholding, except as required by law, and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
  • 3.5. All payments must be made in Sterling unless otherwise agreed in writing between us.
  • 3.3. Time is of the essence with respect to payment of all Fees.

4. Refunds, Cancellation and Payment Information

  • 4.1. You may cancel the Services by writing to us at the email address on your Cover Letter by the Cancellation Period as stated in the Cancellation and Refunds section.
  • 4.2. If you cancel within the Cancellation Period, provided you have met the conditions for cancellation, we will refund you the total amount you have paid to us.
  • 4.3. If you choose to cancel your Services outside of the Cancellation Period, then no refund is available.
  • 4.4. You will pay expenses reasonably incurred and invoiced to you in the performance of the Services, such expenses to be agreed in advance between the parties.
  • 4.5. All invoices will be sent by email and are payable in advance within the Invoice Period.
  • 4.6. In the event that you dispute any part or all of an invoice, you agree to pay the undisputed part and disputed invoices or parts thereof will be subject to the agreed dispute resolution procedure and due for payment within seven days of an agreement being reached between us.
  • 4.7. In the event that we resort to enforcement as a result of non-payment of Fees, we will charge any reasonable expenses as we have incurred associated with such collection including legal costs, court fees and collection fees.
  • 4.8. We do not issue refunds unless we consider, at our sole discretion, that a credit note is not appropriate.

5. Your Duties

  • 5.1. You agree to:
    • (a) provide us with all the details, in a complete and accurate form, to the extent reasonably required to perform the Services efficiently.
    • (b) notify us of any actual or perceived breach of this Agreement in a reasonable time period.
    • (c) accept communication with you electronically via email and the internet. If you are concerned that the internet is neither secure nor private, you may inform us in writing of your concerns so that we may discuss alternative methods of communication and any associated costs involved.
    • (d) perform any other obligations set out in this Agreement.

6. Confidential Information and Privacy

  • 6.1. Neither party shall directly or indirectly communicate or disclose (whether, orally or in any other manner) any information that is stated by the other party to be “confidential”, if disclosed within the Services, including Payment Terms, or our Intellectual Property.
  • 6.2. We may contact you (by mail, email, telephone, SMS or via the internet) in relation to the Services or other events, products or services in which you may be interested. If you wish to opt-out of such communications, please email us. We will not give your personal data to any other third party without your prior written consent.
  • 6.3. Any personal information that we store about you and the Candidates are held in accordance with our Privacy Notice https://arkiter.com/privacy-policy and the terms of this clause.
  • 6.4. We have no obligation to retain any information with respect to this Agreement.
  • 6.5. You agree that for the purposes of the data protection legislation applicable in the United Kingdom from time to time (“Data Protection Legislation”), you are the Data Controller and we are the Data Processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
  • 6.6. Arkiter Ltd. will collect feedback from candidates using a voluntary, end-of-test survey hosted directly on the Arkiter platform. Arkiter may also contact candidates after the survey for further clarification or additional information about their feedback. All interactions will respect candidate privacy and comply with applicable data protection and privacy laws. Feedback will solely be used to enhance the functionality and user experience of the platform. Arkiter Ltd. commits that it will not use this feedback for marketing purposes without obtaining further explicit consent from the candidates.
  • 6.7. Notwithstanding any other provision in this Agreement, Arkiter Ltd. reserves the right to directly contact candidates who have utilized the interview platform, solely for the purpose of gathering additional feedback to improve service quality. All such communications will adhere strictly to the same standards of data protection and privacy.
  • 6.8. Without prejudice to the generality of clause 6.5, you will ensure that you have all necessary and appropriate consents and notices in place to enable for the lawful transfer of the Personal Data to us (if any) for the duration and purposes of this Agreement.
  • 6.9. Without prejudice to the generality of clause 6.6 we shall, in relation to any Personal Data (where Personal Data has the meaning given to it in the Data Protection Legislation) processed in connection with the performance by us of our obligations under this Agreement:
    • (i) process that Personal Data only on your instructions unless we are required otherwise by any applicable laws.;
    • (ii) ensure that we have in place appropriate technical and organisational measures, 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.
    • (iv) Either party may, at any time on not less than 30 days’ notice, revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

7. Status and Limitation of Liability

  • 7.1. By entering into this Agreement, you acknowledge and agree that all Services will be provided with reasonable skill and care by us and any person representing us, including our employees, directors, consultants or any other member of our team (“Team Member”), however we ask that you acknowledge and agree that:
    • (a) you acknowledge that, to the maximum extent permitted by law, any implied terms and warranties are excluded (including those implied by trade, custom, practice or course of dealing);
    • (b) this Agreement does not constitute or imply any other relationship between us other than as expressly provided;
    • (c) you have not relied on any statement, promise or representation made or given by or on our behalf;
    • (d) you will not hold us or any Team Member responsible for any actions taken by you or your employees;
    • (e) you understand these T&Cs and agree to be bound by them, including the limitation of liability clause;
    • (f) To the maximum extent permitted by law, our aggregate liability arising out of or related to the Services or this Agreement, whether in contract, tort, personal injury, damage to belongings or otherwise, shall not exceed the amounts actually paid by you under this Agreement during the Services Term;
  • 7.2. To the maximum extent permitted by law, we will not be liable to you in any way for:
    • (a) any indirect, special, or consequential loss, damage, expense, cost, loss of income, business, data, goodwill or profits, or for any loss or damage that was not reasonably foreseeable by us at the time you entered into this Agreement, including any business interruption, third party claims, changes to the Services or cancellation of any Services;
    • (b) any event that we cannot reasonably control and which would have been unavoidable (despite reasonable commercial efforts to prevent the event happening) or resulting from us complying with any relevant requirement under any law or regulation to which we are subject;
  • 7.3. Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
  • 7.4. Except for actions for breach of intellectual property rights (clause 8) or confidential information (clause 6), Status & Limitation of Liability (clause 7) General (clause 10) no action (regardless of form) arising out of this Agreement may be commenced by either party more than six months after the cause of action accrued.

8. Intellectual Property Rights

  • 8.1. All material relating to us, including the Services or the Company, whether presented before, during or after your Services commences are part of our “intellectual property rights”, which include registered and unregistered rights in any copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, get-up, database rights, and all similar rights; and
  • 8.2. You will not, at any time, do anything that would infringe our intellectual property rights, including recording, reusing, reselling or reproducing in whole or in part any information, documents or online content from the Website, except without our prior consent.

9. Licence

  • 9.1. By entering into this Agreement, you are granted a non-exclusive, non-transferable, royalty-free licence to use our website for the purposes of the Services alone.

10. General

  • 10.1. The Services will be provided with reasonable skill and care, however, in the event of any query or complaint in connection with the Services, please email us on the email in the Cover Letter.
  • 10.2. This Agreement is not enforceable by any third party (whether under statute or otherwise).
  • 10.3. Any notices under this Agreement will be provided to you via the email address you provide in your Cover Letter.
  • 10.4. If any of the provisions in this Agreement shall be held to be illegal or unenforceable in whole or in part under any enactment or rule or law, the provision in question shall, to that extent, be deemed not to form part of this Agreement or shall apply with such deletions as may be necessary to make it legal and enforceable and the enforceability of the remainder of this Agreement shall not be affected.
  • 10.5. This Agreement and the benefit of the rights granted to you by this Agreement shall be personal to you and you will not subcontract, novate or assign the Services or rights herein to another party without the prior written consent of the Company.
  • 10.6. The failure of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.
  • 10.7. This Agreement is the entire agreement between the parties in relation to its subject. No other terms apply.
  • 10.8. Variations to this Agreement will have effect when agreed in writing by the parties.
  • 10.9. This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England.

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