Software as a Service Agreement – 1st April 2023

2. USE OF THE PLATFORM

2.1. You acknowledge and agree that:

2.1.1. the Platform may only be accessed and used by Authorised Users through the Account for the Permitted Purpose; and

2.1.2. Candidates must accept the Candidate Terms of Use prior to using the Platform; and

2.2. You shall:

2.2.1. keep Your Account registration and contact details up to date;

2.2.2. not operate more than one Account;

2.2.3. not permit access to Your Account or the Platform to any person other than as permitted under clause 2.1;

2.2.4. not exceed the maximum number of permitted concurrent Live Campaigns purchased by You in accordance with the Subscription Fee;

2.2.5. notify Arctic Shores immediately if You become aware of any unauthorised access to or use of Your Account or the Platform;

2.2.6. ensure that each Authorised User shall keep a secure password for their use of the Services and each Authorised User shall keep their password confidential;

2.2.7. comply with any additional licence terms applicable to third party software forming part of the Services that we make You aware of from time to time;

2.2.8. if you are a Recruitment Business, maintain the authorisation of your client to access and use the Services on its behalf in accordance with the terms of this Agreement and all applicable laws.

2.3. You shall not, and shall procure that none of Your Authorised Users:

2.3.1. shall, access, store, distribute or transmit any Viruses, or any material during the course of Your use of the Platform that:

2.3.2. shall access or use the Services in any way that is

(i) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, (ii) facilitates illegal activity, (iii) depicts sexually explicit images, (iv) promotes unlawful violence, (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; or (vi) is otherwise illegal or causes damage or injury to any person or property and Arctic Shores reserves the right, without liability or prejudice to its other rights, to disable Your access to the Platform and/or such material if there is a breach of this clause 2.3 until such breach is remedied.

2.4. Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, You shall not:

2.4.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Platform in any form of media or by any means; or

2.4.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

2.4.3. access all or any part of the Services in order to build a product or service which competes with the Services; or

2.4.4. use the Services to provide services to third parties unless you are a Recruitment Business, and this is stated on an Order Form signed by the parties; or

2.4.5. licence, 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 and Candidates (in each case solely for the Permitted Purpose); or

2.4.6. attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this clause 2; or

2.4.7. introduce or permit the introduction of any Virus into Arctic Shores’ network and information systems.

2.5. The rights provided under this clause 2 are granted to You only, and unless otherwise agreed in an Order Form signed by the parties are not granted to any subsidiary or holding company of You.

3. PROVISION OF THE SERVICES AND TECHNICAL SUPPORT SERVICE

3.1. Arctic Shores shall perform the Services substantially in accordance with the Documentation and with reasonable care and skill. This obligation shall not apply to the extent that any non-compliance is caused by Your use of the Services in breach of this Agreement or contrary to the Documentation or Arctic Shores’ reasonable instructions, or if caused by modification or alteration of the Services by any party other than Arctic Shores.

3.2. If Arctic Shores does not comply with clause 3.1, Arctic Shores will, at its expense, use all reasonable endeavours to correct any such non-compliance in accordance with the terms of the Technical Support Services. This constitutes Your exclusive remedy for any breach of clause 3.1.

3.3. Subject to clauses 3.4, Arctic Shores shall use reasonable endeavours to ensure that the Platform shall be available for access via the internet with 99.9% uptime availability over the Subscription Period other than during:

3.3.1. any periods of planned maintenance carried out during the maintenance window of 22:00 to 04:00 GMT; and

3.3.2. any unscheduled maintenance performed outside the maintenance window described above, provided that Arctic Shores has used reasonable endeavours to give You at least 2 hours’ prior notice.

3.4. Arctic Shores:

3.4.1. does not warrant that Your use of the Services will be uninterrupted or error-free, or that the Services, Documentation and/or the information obtained by You through the Services will in each case meet Your requirements; and

3.4.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data and/or access to the App and/or the Platform over communications networks and facilities, including the internet, and You acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.5. Provision of the Technical Support Service shall be undertaken for the duration of the Subscription Period.

3.6. Arctic Shores reserves the right to withhold the Technical Support Service or any other Services in the event of non- payment or late payment of any Subscription Fee.

3.7. The Technical Support Service consists of email support for technical issues of Authorised Users.

3.8. Support requests will be accepted through the “Support Portal” which You may access via your Account

3.9. Arctic Shores shall use reasonable endeavours to:

3.9.1. provide support 24 hours a day, 365 days a year;

3.9.2. acknowledge support requests within 2 hours by email (“Acknowledgement”); and

3.9.3. start work on the problem within 8 hours of the Acknowledgement.

3.10. Arctic Shores will work with You (and You shall provide reasonable assistance if requested by Arctic Shores) using reasonable endeavours to create a fix or workaround within two Business Days of the Acknowledgement for any technical issues.

3.11. The Technical Support Services listed at clauses 3.5 to 3.10 (inclusive) does not cover the operating systems of You (including any Client System), or Candidates, or any network connections, telecommunications or internet services or connections used by You or Candidates to access the Platform. These remain the responsibility of You, the Candidate and any relevant service providers.

3.12. Arctic Shores is not responsible for any Candidate support requests unrelated to the use of the Platform or compliance with any legal obligations.

4. YOUR OBLIGATIONS

4.1. You shall:

4.1.1. cooperate with Arctic Shores in all matters relating to the Services;

4.1.2. provide such information to Arctic Shores as Arctic Shores may reasonably request for the purpose of providing the Services and ensure that such information is accurate in all material respects;

4.1.3. ensure that Your network and systems comply with the relevant specifications provided by Arctic Shores from time to time;

4.1.4. be responsible for procuring, maintaining and securing Your network connections and telecommunications links from Your systems (including Client System) to Arctic Shores’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet;

4.1.5. comply with all applicable laws with respect to Your activities under this Agreement; and

4.1.6. ensure that the Authorised Users use the Services and the Documentation in accordance with this Agreement.

4.2. Arctic Shores shall not be in breach of this Agreement or otherwise liable if it fails to perform any of its obligations pursuant to this Agreement due to Your breach or failure to perform any relevant obligation or use of the Services contrary to Arctic Shores’ instructions (or the Documentation), or modification or alteration of the Services by any party other than Arctic Shores or Arctic Shores’ duly authorised contractors or agents.

5. LICENCE OF SERVICE DATA AND THE PLATFORM

5.1. Arctic Shores grants to You a non-exclusive, non-transferable licence to use the Platform during the Term for the Permitted Purpose only in order to:

5.1.1. permit Authorised Users to access and use the Platform;

5.1.2. store the Candidate Data on the Client System;

5.1.3. distribute the Candidate Data to Authorised Users and the relevant Candidate using the Client System.

6. DATA PROTECTION

6.1. The terms and conditions of the Data Protection Appendix which can be found at https://www.arcticshores.com/terms/una-data-protection-addendum will apply to this Agreement and will govern the parties’ respective obligations in accordance with Applicable Law in respect of data protection.

7. SUBSCRIPTION FEE

7.1. In consideration of the provision of the Services, You shall pay the Subscription Fee (which permits You to use the Platform during the Subscription Period) to Arctic Shores in accordance with this Agreement. The Subscription Fee consists of a payment in respect of a maximum number of concurrent Live Campaigns You may conduct at any one time within the Subscription Period, as selected by You in an Order Form or on the Arctic Shores’ self-serve platform known as UNA (or anything which replaces it from time to time). If You perform additional concurrent Live Campaigns within the Subscription Period, such additional Subscription Fees shall be prorated from the date of activation by Arctic Shores for the remainder of the Subscription Period and you shall immediately make payment to Arctic Shores for any such further Subscription Fees. If you do not make timely payment, your access the Platform may be suspended until you do.

7.2. Arctic Shores shall take payment of or invoice the Subscription Fee on the Commencement Date (and on the anniversary of each Subscription Period after that unless or until it is terminated in accordance with the provisions of this Agreement).

7.3. You shall pay all invoices issued by Arctic Shores under this Agreement within 30 days of the date of invoice and shall be paid in full and in cleared funds. Payment shall be made to the bank account nominated in writing by Arctic Shores.

7.4. The Subscription Fee excludes VAT and/or any other applicable sales tax which Arctic Shores shall add to its invoices at the appropriate rate which You shall additionally be liable to pay to Arctic Shores at the prevailing rate, subject to the receipt of an invoice which is valid for VAT and/or any other applicable sales tax.

7.5. You shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by any applicable law). Arctic Shores may at any time, without limiting any other rights or remedies, set off any amount owing to it by You against any amount payable by Arctic Shores to You.

7.6. The Subscription Fee shall be paid in GB pounds sterling (£) unless otherwise agreed between the parties in writing.

7.7. Arctic Shores shall be entitled to increase the Subscription Fees (and the fees payable in respect of the additional concurrent Live Campaigns Subscriptions purchased pursuant to clause 7.1) on an annual basis provided that Arctic Shores has given You at least 60 days’ prior notice. Any such change shall take effect on the first day of the applicable Subscription Period.

7.8. If You fail to make any payment due to Arctic Shores by the due date for payment:

7.8.1. Arctic Shores may, without liability to You, disable Your password, Account and access to the Platform or any part of the Services;

7.8.2. Arctic Shores shall be under no obligation to provide any part of the Services while any invoice is not paid in accordance with clause 7.3;

7.8.3. You shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. You shall pay the interest together with the overdue amount.

8. CONFIDENTIALITY

8.1. Each party shall treat as strictly confidential all information disclosed to it by the other party which is not publicly known, including without limitation the other party’s business or financial information (together “Confidential Information”) during as well as after the termination of this Agreement. No party shall share any Confidential Information of the other party with any person other than its employees and agents having a need to know the same in connection with the performance of this Agreement. The parties shall ensure that their respective employees and agents are bound by obligations of confidentiality in respect of Confidential Information similar to those set out in this clause 8.

8.2. Confidential Information shall not include information which (i) was known already to the other party prior to its disclosure, (ii) is publicly known or becomes publicly known without the fault of the other party, (iii) was legally disclosed to the other party by a third party and without any limitations for disclosure and (iv) the parties have mutually agreed to be disclosed, be it to authorities or other specific persons.

8.3. The restrictions set out in this clause 8 shall not have the effect of prohibiting any disclosure by any party of any Confidential Information which it is required to disclose by law, by a court of competent jurisdiction, by the police or any law enforcement agency or by any governmental or regulatory body or stock exchange the rules of which it may be subject to from time to time.

8.4. No termination of this Agreement for any reason shall release either party from its obligations set out in this clause 8.

8.5. With Your prior written consent, Arctic Shores may use Your name as a reference or in any advertising or promotional materials, press release, tender, proposal, speech, article or other similar material from time to time. We welcome PR or marketing activities by You or Your clients and consent to the use of our name, logos and trademarks by You or Your clients for such purposes. We encourage You and Your clients to reach out to us for any collaborations in this regard.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. You acknowledge and agree that all right, title and interest to and all Intellectual Property Rights in the Services, the Platform, the Documentation and the Content shall be owned by and shall remain vested in Arctic Shores (or its licensors) and nothing in this Agreement shall grant to You any rights of ownership of it nor any licence save as expressly set out in this Agreement.

9.2. All right, title and interest to and all Intellectual Property Rights in the Client Materials (including Client Branding) remain vested in You (or Your licensors) and nothing in this Agreement shall grant to Arctic Shores any rights of ownership of it nor any licence save as expressly set out in this Agreement.

9.3. Each party shall do such things (including the execution of such documents) to give effect to the provisions of this clause 9.

9.4. You shall indemnify Arctic Shores against all Losses suffered or incurred by Arctic Shores as a direct result of any claim made against Arctic Shores for infringement of a third party’s Intellectual Property Rights arising out of or in connection with the use by Arctic Shores of any Client Materials in connection with the Services.

10. TERM AND TERMINATION

10.1. This Agreement shall, unless otherwise terminated as provided in this clause 10 be effective from the Commencement Date and shall continue for an initial period of one year and shall renew for additional successive periods of one year (each year of this Agreement being a “Subscription Period”).

10.2. Arctic Shores may terminate the Agreement immediately if the Subscription Fee for the current Subscription Period has not been paid within 60 days of the commencement of that Subscription Period.

10.3. Either party may terminate this Agreement at any time with effect from the end of the then current Subscription Period by giving at least 30 days’ notice in writing to the other party prior to the end of such Subscription Period.

10.4. This Agreement may be terminated by either party with immediate effect on notice in writing to the other party if:

10.4.1. the other party commits any material breach of this Agreement which is not capable of remedy;

10.4.2. the other party commits any material breach of this Agreement which is capable of remedy and fails to remedy such breach within 14 days of receipt of written notice requiring it to do so;

10.4.3. the other party suffers an Insolvency Event.

10.5. This Agreement may be terminated by Arctic Shores immediately by notice in writing to You on any breach by You of clause 2.

10.6. Upon termination or expiry of this Agreement for any reason:

10.6.1. all licences granted under this Agreement shall immediately terminate;

10.6.2. all of Your rights to access and use the Services (with the exception of the Candidate Data) shall cease with immediate effect and You shall stop using the Services and the Documentation;

10.6.3. all rights of Arctic Shores to use any Client Materials shall cease with immediate effect. Any such Client Materials shall be either destroyed or returned to You within 7 days of termination;

10.6.4. all rights and liabilities of the parties relating to this Agreement already accrued to the effective date of termination or expiry shall be unaffected;

10.6.5. no refunds of any Subscription Fee or any other fee, charge or payment shall be given to You unless You opt to terminate this Agreement in accordance with clause 10.4.1,

10.4.2 or 10.4.3, in which case Arctic Shores shall issue to You a pro-rata refund of any Subscription Fee paid by You in advance in relation to the period immediately after the date on which the termination takes effect.

10.6.6. Arctic Shores shall be entitled to invoice You for any outstanding Subscription Fee which was not already invoiced at the date of termination or expiry of this Agreement. All such invoices and any outstanding invoices not yet paid shall be paid by You in accordance with the due dates set out in this Agreement; and

10.6.7. the parties’ rights and remedies that have accrued as at termination shall be unaffected.

10.7. The following clauses shall survive termination of this Agreement: 1.3, 1.4, 4(g), 6, 7, 8, 9, 10.6, 10.7, 11, 12, 13, 14, 15, 16, 17, 18, 19.

11. LIMITATION OF LIABILITY

11.1. Neither party excludes or limits liability to the other party for

11.1.1. fraud or fraudulent misrepresentation;

11.1.2. death or personal injury caused by negligence; or

11.1.3. any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.

11.2. Subject to clause 11.1, Arctic Shores shall not in any circumstances be liable to You whether in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:

11.2.1. any loss of profits, anticipated profits, business, reputation or goodwill;

11.2.2. any loss or corruption of data or information;

11.2.3. loss of anticipated savings or wasted expenditure;

11.2.4. any loss or liability under or in relation to any other contract; or (in each case whether direct or indirect).

11.2.5. any indirect, special, consequential or pure economic loss or damage.

11.3. Subject to clause 11.1 and clause 11.2, Arctic Shores’ total aggregate liability (whether in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise) arising out of or in connection with this Agreement shall in relation to events giving rise to liability in any Subscription Period in all circumstances be limited to the Subscription Fees payable for that Subscription Period.

11.4. You shall have sole responsibility for:

11.4.1. all results obtained from Your use of the Services and the Documentation; and

11.4.2. any decision or action taken by You as a result of such use.

11.5. You acknowledge and agree that any services which are the subject of the Service Terms shall be subject to the same limitations of liability as set out in this clause 11.

11.6. Each of the liability caps set out in this clause 11 shall operate as a separate liability cap for the matters covered by the liability cap in question.

12. WARRANTIES AND EXCLUSIONS

12.1. Arctic Shores warrants that it has the right to licence the use of the Platform on the terms specified in this Agreement (subject to You obtaining all necessary consents and permissions from Candidates in connection with Candidate Data).

12.2. Except as expressly stated in this Agreement, all warranties implied by statute, common law or otherwise are excluded to the extent permitted by law.

12.3. Arctic Shores is not an employment agency or employment business for the purpose of The Conduction of Employment Agencies and Businesses Regulations 2003 and does not introduce or supply work seekers to hirers (or vice versa). Accordingly:

12.3.1. You are recommended to advise each Candidate to be truthful and not to permit any third party to take the Assessment on his or her behalf. Candidate Data and Standard Data is automatically generated from the data and information supplied through the Platform by individual Candidates (in the case of Candidate Data) and users of the Platform, which may include Candidates (in the case of the Standard Data), is dependent on the truthfulness of the information given by Candidates and other users, over which Arctic Shores has no control. As a result, the suitability (in any regard) of any Candidate or to the accuracy, completeness, currency, correctness, reliability, integrity or quality of any information contained in any Standard Data and Candidate Data is beyond the control of Arctic Shores and Arctic Shores gives no warranty in respect of the same;

12.3.2. You are solely responsible for:

12.3.2.1. choosing Candidates to take the Assessment on the Platform;

12.3.2.2. any conclusions drawn from the Candidate Data by You; and

12.3.2.3. any decision taken by You to reject, shortlist, interview, recruit, employ or engage any Candidate or for any other decisions made in respect of any Candidate and for Your decision to use or not to use the Candidate Data as part of such process or any adjustments advised to Arctic Shores for the purposes of platform implementation.

13. INDEMNITY

13.1. Subject to clause 13.2 and You complying with clause 13.3, Arctic Shores shall indemnify You against all Losses awarded against You as a result of or in connection with any claim made by a third party (“Client Third Party Claim”) that the provision of the Services
and Platform or receipt or use of them by You infringes the Intellectual Property Rights of a third party.

13.2. Clause 13.1 shall not apply where the Client Third Party Claim in question is attributable to:

13.2.1. any use of the Services or Platform otherwise than strictly in accordance with the provisions of this Agreement;

13.2.2. any use of the Candidate Data by You after its delivery to the Client System or it being made available on the Platform;

13.2.3. any use of the Candidate Data by You which is not in accordance with the permissions and consents given by the Candidate;

13.2.4. any Client Materials or Client Branding; or

13.2.5. the use of the Client System or the use of Candidate Data on the Client System in conjunction with the Services.

13.3. If any Client Third Party Claim is made, or there is any notification of an intention by a third party to make a Client Third Party Claim, You shall:

13.3.1. give written notice of the Client Third Party Claim to Arctic Shores as soon as reasonably practicable;

13.3.2. not make any admission of liability in relation to the Client Third Party Claim without the prior written consent of Arctic Shores;

13.3.3. at the request and expense of Arctic Shores, allow Arctic Shores to conduct Your defence of the Client Third Party Claim including settlement; and

13.3.4. at the expense of Arctic Shores, co-operate and assist to a reasonable extent with Arctic Shores’ defence of the Client Third Party Claim.

13.4. Subject to Arctic Shores complying with clause 13.5, You shall indemnify Arctic Shores against all Losses incurred or suffered, however arising, by Arctic Shores as a result of or in connection with any claim made by a third party (“Arctic Shores Third Party Claim”) for infringement of Intellectual Property Rights or otherwise, where such an Arctic Shores Third Party Claim arises due to Client’s use of the Services in breach of this Agreement.

13.5. Clause 13.4 is subject to the following:

13.5.1. If any Arctic Shores Third Party Claim is made, or there is any notification of an intention
by a third party to make an Arctic Shores Third Party Claim, Arctic Shores shall:
13.5.1.1. given written notice of the Arctic Shores Third Party Claim to You as soon as

reasonably practicable;

13.5.1.2. not make any admission of liability in relation to the Arctic Shores Third Party Claim

without Your prior written consent;

13.5.1.3. at Your request and expense, allow You to conduct Arctic Shores defence of the

Arctic Shores Third Party Claim including settlement; and

13.5.1.4. at Your expense, co-operate and assist to a reasonable extent with Your defence of the Arctic Shores Third Party Claim.

13.6. You shall indemnify Arctic Shores against all Losses incurred or suffered, however arising, by Arctic Shores as a result of or in connection with:

13.6.1. any claim made by any Candidate against Arctic Shores that arises as a result of any of  Your acts or omissions (including, but not limited to, any decision taken by You not to employ or hire any Candidate) in connection with any Candidates’ use of the Platform, any Assessment Data, or any Assessment Result; and

13.6.2. any act or omission of any Candidate in relation to any Candidate’s use of the Platform other than in accordance with the Candidate Terms of Use.

14. THIRD PARTY PROVIDERS

14.1. You acknowledge that the Services may enable or assist You to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that You do so solely at Your own risk. Arctic Shores 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 You, with any such third party. Any contract entered into and any transaction completed via any third-party website is between You and the relevant third party, and not Arctic Shores. Arctic Shores recommends that You refer to the third party’s website terms and conditions and privacy notice prior to using the relevant third-party website. Arctic Shores does not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Services.

15. FORCE MAJEURE

15.1. If a party (an “Affected Party”) is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event, the Affected Party shall not be in breach of contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

15.2. A “Force Majeure Event” means any event beyond a party’s reasonable control including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure or interruption of energy sources, other utility service or transport network, acts of God, war, threat of or preparation for war, armed conflict, terrorism, riot, civil commotion, interference by civil or military authorities, sanctions, embargo, export or import restriction, quota or prohibition, breaking off of diplomatic relations, national or international calamity, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosion, collapse of building structures, fire, flood, drought, storm, earthquake, volcanic eruption, loss at sea, epidemic, pandemic or similar events, outbreak of disease, including any measures taken, imposed or recommended by a competent authority in relation to the same, natural disasters or extreme adverse weather conditions, cyber or denial of service attacks, or default of suppliers or subcontractors.

15.3. If the period of delay or non-performance due to a Force Majeure Event continues for one month or more, the party not affected may terminate this Agreement by giving five Business Days’ written notice to the Affected Party.

16. NOTICES

16.1. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent by email to:

16.1.1. Arctic Shores: accounts@arcticshores.com

16.1.2. You: Your email address used to sign the Order Form or the email address used to create the account on the Platform.

16.2. Any notice or communication shall be deemed to have been received at 09:00 on the next Business Day after transmission.

16.3. 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.

17. GENERAL

17.1. Each party agrees 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 and this Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous oral or written agreements, representations, understandings and the like between the Parties, save in the case of any made fraudulently.

17.2. Subject to clause 17.3, this Agreement may only be modified, amended, altered or supplemented, in whole or in part, in writing signed by duly authorised representatives of both Parties. For the avoidance of doubt, this excludes emails.

17.3. Arctic Shores reserves the right to make changes to this SaaS Agreement as it requires from time to time provided that:

17.3.1. You are provided with prior notification of such changes via our Platform or pursuant to the clause 16 notification provisions no later than thirty (30) Business Days before the change is to take effect; and

17.3.2. if the change does not have a material adverse effect and/or is required to be made to comply with any applicable law, then You shall have the right upon written notice to Arctic Shores to terminate the Agreement without liability within ten (10) Business Days of being notified of such change.

17.3.3. if the change has a material adverse effect, You shall have the right upon 10 Business Days of being notified of such change to provide written notice to Arctic Shores to request that the Agreement is fulfilled in accordance with the then prevailing terms for the remainder of the Subscription Period at which point it shall automatically terminate; and

17.3.4. if You do not exercise any of Your rights in accordance with clause(s) 17.3.2 and/or 17.3.3 within the specified time periods then the change shall take effect.

17.4. If any provision of this Agreement is found by any competent authority to be void, invalid or unenforceable, such provision shall be deemed to be deleted from this Agreement and replaced with the nearest possible interpretation to as much as can be permitted by law, to give effect to the original intention of the parties. The remaining provisions of this Agreement shall continue in full force and effect.

17.5. In the event of any conflict between any of the provisions of this Agreement and the Candidate Terms of Use in so far as they apply to the Client, the provisions of this Agreement shall prevail.

17.6. The rights of a party shall not be prejudiced or restricted by any indulgence or forbearance extended to any other party. A waiver to pursue any breach of contract by a party shall not operate as a waiver of the respective right or as a waiver to claim any subsequent breach. Any provision of this Agreement may be waived only by a written statement of the waiving party.

17.7. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement.

17.8. Arctic Shores may at any time assign, transfer, mortgage, charge, declare a trust over, subcontract, delegate or deal in any other manner with any or all of its rights or obligations under this Agreement.

17.9. You shall not assign, transfer, mortgage, charge, declare a trust over, subcontract, delegate or deal in any other manner with any or all of Your rights or obligations under this Agreement without the Arctic Shores’ prior written consent.

17.10. Each party shall promptly at the other party’s request and expense execute and deliver such documents and perform such acts as may be reasonably required for the purpose of giving full effect to this Agreement and shall use all reasonable endeavours to procure that any necessary third party shall promptly do the same.

17.11. This Agreement shall be governed by, interpreted and construed in accordance with English law. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

18. DISPUTE RESOLUTION

18.1. If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (a “Dispute“) then the parties shall follow the procedure set out in this clause 18:

18.1.1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (a “Dispute Notice“), together with relevant supporting documents. On service of the Dispute Notice, a Director of each of the parties shall attempt in good faith to resolve the Dispute;

18.1.2. if a Director of each of the parties are unable to resolve the Dispute within 30 days of it being referred to them, the parties may agree to enter into mediation in good faith to settle such a dispute in accordance with the Centre for Effective Dispute Resolution (“CEDR“) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (an “ADR notice“) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice.

18.2. If the Dispute is not resolved within 60 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 60 days, the Dispute shall be finally resolved by the courts of England in accordance with clause 17.11.

18.3. Neither party may commence any court proceedings in relation to any Dispute arising out of this Agreement until it has attempted to settle the dispute in accordance with the provisions of this clause 18 and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

19. INTERPRETATION

19.1. The definitions set out in Schedule 1 and rules of interpretation set out in this clause 19 apply in this Agreement.

19.2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

19.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

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

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

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

19.7. 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.

19.8. 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.

19.9. Other than amendments to the Agreement which much be signed by both parties in order to be effective, in this Agreement, a reference to writing or written includes e-mail.

19.10. 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.

19.11. Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the generality of the related general word.

SCHEDULE 1: DEFINITIONS

In this Agreement, unless the context otherwise requires, the following words and phrases shall have the following meanings:

“Account” means Your registered account area on the Platform for use by Authorised Users;

“Acknowledgement” has the meaning given to it in clause 3.9.2;

“Agreement” the agreement between Arctic Shores and You for the supply of Services which incorporates this SAAS Agreement and the Order Form;

“Assessment” means any task based assessment which is made available to a Candidate through the Platform;

“Assessment Data” means any data inputted into the Platform (such as by doing a task) by an individual Candidate
;

“Assessment Result” means each Candidate score generated from the Assessment Data;

“Assessment Template” means any off-the-shelf assessment framework developed by Arctic Shores from time to time which can be selected and used by You to determine what success criteria the relevant assessment will measure and how to weigh particular traits required for a specific role;

“Authorised Users” means any of Your employees, agents and subcontractors (including Third Party Contractors) who access and use Your instance of the Platform ;

“Business Day” means a day other than a Saturday, Sunday or public holiday in England;

“Candidate” means any Permitted Person who is invited by You to take access the Platform for the purposes of an undertaking an Assessment;

“Candidate Data” means, in relation to a specific Candidate, the Assessment Data of such Candidate; and includes any Personal Data (as defined in the Data Protection Appendix referred to in clause 6.1 of the SaaS Agreement);

“Client Branding” means any corporate, business or trading name, logo, colour scheme or other material (including any associated trademarks) reflecting Your business identity and generally used in Your business materials, which are specified by You;

“Candidate Terms of Use” means the terms of use of the Platform which a Candidate must accept before they are able to use it, as amended from time to time by Arctic Shores and can be accessed at https://www.arcticshores.com/tcs/ (or any other location or address notified to You in writing from time to time which shall include any notice placed on Platform);

“Client Materials” means any materials or data supplied or made available by You to Arctic Shores for the purposes of this Agreement and includes any Client Branding;

“Client System” means Your information technology system via which the Candidate Data is to be sent and received in accordance with this Agreement;

“Commencement Date” means the date upon which Arctic Shores receive a signed Order Form from You;

“Content” means any Assessment Template, Custom Assessment Template, information, comments, contributions, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Arctic Shores on or through the Services and excludes any Candidate Data;

“Custom Assessment Template” means any custom assessment framework which You may develop using the tools provided in the Platform to allow you to define what success criteria the relevant assessment will measure and how to weigh particular traits required for a specific role;

“Documentation” means the documentation made available to You by Arctic Shores online at https://knowledgebase.arcticshores.com or such other web address notified by Arctic Shores to You from time to time which sets out a description of the Services and the user instructions or requirements for the Services;

Insolvency Event” means any of the following in relation to a party (i) that party suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due (ii) that party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts (iii) that party makes a proposal for or enters into any compromise or arrangement with any of its creditors (save for a scheme of solvent amalgamation or reconstruction (iv) that party has an administrator appointed or an application is made to
court for such appointment (v) a petition is filed or notice is given, or an order is made for or in connection with the winding up of that party (vi) a person becomes entitled to appoint a receiver, or a receiver is appointed, over all or any of the assets of that party (vii) a person has become entitled to appoint or has appointed an administrative receiver over the assets of that party; or (viii) any analogous event occurs in relation to that party in any other jurisdiction;

“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights,
rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Live Campaign” means any role You set up on the Platform which you are or may be hiring for and which is not marked as ‘closed’;

“Losses” means all damages, losses, liabilities, claims, actions, costs, expenses (including reasonable fees and disbursements for legal or professional services), proceedings, judgments, consensual settlements, penalties, fines, demands, interest and charges whether arising under statute, contract or at common law;

“Order Form” means an Order Form provided by Arctic Shores and signed electronically by You prior to commencement of the Services;

“Permitted Person” means any of Your employees or prospective employees or, where You are a Recruitment Business, any employees or prospective employees of Your client for whom You are providing recruitment services;

“Permitted Purpose” means for Your Assessment of any Permitted Persons;

“Platform” means the proprietary task based assessment software, Content, materials and templates (including Assessment Template and Custom Assessment Template), developed by Arctic Shores, which is made available through either of the two self-service management portals available at https://datahub.arcticshores.com or https://www.una-arcticshores.com;

“Privacy Policy” means the privacy policy in force from time to time in relation to the Service as made available at https://www.arcticshores.com/privacy-policy;

“Recruitment Business” means an employment agency or employment business;

“SAAS Agreement” the terms and conditions set out in this document;

“Services” means our provision of the Technical Support Services and Platform for You use on the terms of this Agreement.

“Service Terms” means the terms and conditions for any consultancy services provided to you by Arctic Shores, and which may include services such as configuration, integration, and training services entered into by You and Arctic Shores on or around the date of this Agreement in relation to the Platform made available at https://datahub.arcticshores.com or https://www.una-arcticshores.com 

“Standard Data” means any reports or information containing anonymised and aggregated data relating to users of the Platform (which may include Candidate Data) which Arctic Shores makes available to You from time to time,;

“Subscription Fee” means the subscription fee set of any subscription package selected by You (as further described on the Order Form), unless otherwise agreed in writing between the parties.

“Subscription Period” has the meaning given to it in clause 10.1;

“Technical Support Services” means the services described in clauses 3.5 to 3.10 (inclusive);

“Term” means the period from the Commencement Date until this Agreement expires or is terminated for any reason;

“Third Party Contractor” means any third party appointed by You;

“Virus” means any thing or device (including any software, code, file or program) 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 program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program 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.