End User Licence Agreement

1. 1.1 RAMP Global grants You a limited, revocable, non-exclusive, non-transferable and non-sub- licensable licence to use the RAMP Global Platform solely for the purposes of recruitment.
2. 1.2 All rights not expressly granted to You are reserved by RAMP Global.

You represent and warrant that:

1. 2.1 You will comply with all Codes of Conduct and any other policies notified by RAMP Global to You from time to time;
2. 2.2 Agency User will have the legal right to bind the Agency into contracts with an Employer through the Platform;
3. 2.3 You will not share any login details or otherwise enable unlawful access to the Platform by any other person;
4. 2.4 You will comply with all applicable laws in Your use of the Platform;
5. 2.5 You will not data mine, scrape, crawl, aggregate, copy, extract or attempt to harvest the Platform for any purpose; and
6. 2.6 You will not decompile, disassemble, translate, replicate, or otherwise reverse engineer any portion of the Platform, including any source code, object code, algorithms, methods, processes, or techniques used or embodied in them including those in respect of categorisation.
7. 2.7 You will comply with all applicable laws including the Data Protection Laws.

1. Except as expressly warranted in this Agreement, and except to the extent prohibited by law, RAMP Global disclaims all implied representations and warranties regarding the Platform including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose. RAMP Global makes no representation that the Platform will be error-free, correct, accurate, complete, reliable, secure, current or up-to-date.

1. You shall indemnify RAMP Global and hold RAMP Global and its Affiliates and each of their respective directors, officers, contractors, authorised representatives, agents and employees against any claim or loss resulting from Your breach of this agreement.

1. 5.1 Subject to clause 5.2, RAMP Global shall have no liability to You for any claim or loss arising directly or indirectly in connection with Your use of the Platform including for any consequential, special, incidental, or indirect damages under any cause of action or theory of liability.
2. 5.2 Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation, or any matter which cannot be limited or excluded by law.

RAMP Global may, in its sole discretion, suspend your access to the Platform without liability to You:

1. 6.1 if You or Your Company is in breach of this Agreement;
2. 6.2 if an event of Force Majeure occurs; or
3. 6.3 if RAMP Global has any reasonable systems or security concerns; or
4. 6.4 due to any scheduled or emergency maintenance, system updates or upgrades to the RAMP Global Platform (but will endeavour to undertake any scheduled outages outside of working hours).

1. You agree to treat all information that should reasonably be considered as confidential that You obtain through Your use of the Platform (“Confidential Information”) in the strictest confidence. You shall not disclose any Confidential Information unless You have received the prior written consent of RAMP Global, You are required by law or an applicable regulator, or the information is already in the public domain.

1. 8.1 Nothing in this Agreement assigns or transfers to You any rights, title or interest (including any Intellectual Property Rights) in the RAMP Global Platform.
2. 8.2 RAMP Global shall have the right to use the Output Data in perpetuity for any purpose provided that it has been anonymised.
3. 8.3 If at any time all or any part of the Platform becomes subject to any infringement claim, RAMP Global may, at its own expense and option, elect to:
   1. 8.3.1 modify or replace the affected software so that it is non-infringing; or
   2. 8.3.2 obtain for You the right to continue using the Platform.
4. 8.4 If neither of the options at clause 8.3 are, in RAMP Global’s opinion, commercially reasonable, RAMP Global shall have the right to terminate this Agreement on written notice.

1. 9.1 RAMP Global may modify these terms and conditions from time to time by posting an updated version on the RAMP Global website. Subject to clause 9.2, any material modifications will be notified to You 30 days before they take effect.
2. 9.2 All notices shall be in writing and delivered by email or through the Platform.
3. 9.3 This Agreement constitutes the entire agreement between the parties about its subject matter.
4. 9.4 Neither party may assign this Agreement without the other party’s prior written consent (not to be unreasonably withheld) provided that an assignment by RAMP Global to an Affiliate or incidental to a sale of all or substantially all its assets shall not require any such consent.
5. 9.5 RAMP Global shall have the right to sub-contract any of its obligations under this Agreement.
6. 9.6 If any clause is held by a court to be unenforceable, that clause shall be deleted from this Agreement.
7. 9.7 A party’s delay to pursue remedies for a default does not amount to a waiver of any obligation of the other party.
8. 9.8 Nothing in this Agreement will be taken as giving rise to a relationship of employment, agency, partnership or joint venture. Each party to this Agreement is an independent contractor and neither party has any authority to bind the other.
9. 9.9 This Agreement is governed by English law and is subject to the exclusive jurisdiction of the courts of England.

Affiliate means any company, corporation, partnership or other business organization or entity which, directly or indirectly, controls, is controlled by, or is under common control with another company, corporation, partnership or entity;

Agency means the recruitment agency on whose behalf Agency User accesses the Platform;

Confidential Information shall be as defined in clause 7;

Data Protection Laws means Directive 95/46/EC including as implemented by the Data Protection Act 2018, Regulation (EU) 2016/679, and any other laws relating to the processing of Personal Data under this Agreement including the Privacy and Electronic Communications (EC Directive) Regulation 2003 and all related regulations, guidance and codes of practice issued from time to time by a relevant data protection supervisory authority;

Employer means any company that posts a Job Post on the Platform;

Force Majeure means any circumstances beyond a party’s control including strikes or industrial disputes, acts of God, acts of government, refusal of licence, failures or outages of any utilities (including telecommunications and data communication equipment or services), denial of service attacks, fire, explosion, floods, cyclone, tsunami or other extreme weather events, aircraft unserviceability or unavailability, war, terrorism or civil disturbance, or impossibility of obtaining material and/or data;

Intellectual Property means all intellectual property rights including patents, trade secrets, trade marks, service marks, trade or business names, copyright and other rights in works of authorship (including rights in computer software), rights in logos and get up, inventions, ideas, algorithms, processes, specifications, moral rights, design rights, domain names, know-how, database rights and semi-conductor topography rights, software, source and object code and all intangible rights and privileges of a similar nature analogous or allied to any of the above in every case whether or not registered or unregistered, the right to sue for passing off or unfair competition and all rights or forms of protections of a similar or equivalent form in any relevant jurisdiction 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;

Job Post means a vacancy that is posted on the Platform by or on behalf of the Employer;

Output Data means all reports and other data that is output from the Platform as a result of User’s use of the Platform;

Platform means the RAMP Global technology platform that enables Employers to manage their recruitment agencies; and

User means any end User or any employees and contractors of any Company, Agency or Employer, who access and use the RAMP Global Technology Platform.