Customer General Terms and Conditions

1. 1.1 RAMP Global grants Customer and its Affiliates a limited, revocable, non-exclusive, non-transferable and non-sub-licensable licence to use the Platform from the Start Date to the termination of this Agreement subject to these Terms and Conditions.
2. 1.2 The total number of Active Countries supported on the platform shall be capped at the amount specified in the Order Form.
3. 1.3 The total number of Active Vacancies managed on the platform shall be capped at the amount specified on the Order Form.
4. 1.4 The total number of Suppliers Onboarded & Managed on the platform shall be capped at the amount specified on the Order Form.
5. 1.5 The total number of Active Customer Users on the platform shall be capped at the amount specified on the Order Form.
6. 1.6 The total number of Active Talent Insight Reports on the platform shall be capped at the amount specified on the Order Form.
7. 1.7 All rights not expressly granted to Customer are reserved by RAMP Global.

RAMP Global will provide Services to Customer as may be described on the Order Form.

1. 3.1 The Platform enables Customer to contract directly with Suppliers based on the Customer’s standard terms and conditions (including any modifications to the Supplier Terms that may be agreed between the Supplier and Customer and/or RAMP Global) (Supplier Terms).
2. 3.2 Customer appoints RAMP Global to act as agent on behalf of Customer for the purposes of:
   1. 3.2.1 concluding legally binding contracts with Suppliers on behalf of the Customer in accordance with the Supplier Terms;
   2. 3.2.2 paying Supplier Charges to Suppliers on behalf of the Customer; and
   3. 3.2.3 accepting Rebates from an Suppliers on behalf of the Customer.
3. 3.3 Although RAMP Global will conclude contracts with Suppliers on behalf of Customer, such contracts will be made directly between Customer and Suppliers (See Appendix A). RAMP Global is not responsible for the Supplier Terms and will not have any liability to Customer or any other person in respect of such terms.
4. 3.4 Customer shall be solely responsible for ensuring that the Supplier Terms are legally compliant in all respects and are fit for Customer’s purpose.
5. 3.5 RAMP Global shall have no obligation to remit Supplier Charges to Suppliers on behalf of Customer or to remit Rebates to Customers until payment has been provided in full by Customer or Rebates have been received in full from a Supplier. RAMP Global has the right to set-off any Fees (whether in respect of any Transaction Fees for a Vacancy fulfilled by such Supplier, fees payable by the Supplier to RAMP Global or any other Fees that may be payable by Customer to RAMP Global) owed to RAMP Global from any Recruiter Charges or Rebates.
6. 3.6 RAMP Global shall use reasonable endeavours to assist Customer to resolve any disputes between Customer and a Supplier however Customer shall have ultimate responsibility for resolving such disputes.
7. 3.7 To the extent that RAMP Global agrees to provide Customer with any terms or documentation to enable Customer to engage with Suppliers directly, RAMP Global shall use reasonable endeavours to provide Customer with suitable documentation. Customer hereby acknowledges that any terms or documentation provided by RAMP Global to Customer should not be construed as legal advice, and Customer should seek independent legal advice in connection with them.
8. 3.8 RAMP Global will have no liability to Customer for any claim or loss arising directly or indirectly in relation to any terms or documentation provided by RAMP Global to Customer.

1. 4.1 Implementation Fees and Subscription Fees shall be payable by Customer annually in advance.
2. 4.2 All Fees quoted in the Order Form are exclusive of sales taxes.
3. 4.3 Payment of Fees and Supplier Charges shall be subject to receipt of a valid invoice from RAMP Global.
4. 4.4 After receiving a Rebate from a Supplier, RAMP Global shall promptly pay such Rebate (net of any Fees that may be applicable to such Rebate) to Customer upon receipt of a valid VAT invoice from Customer in respect of such rebate.
5. 4.5 For the avoidance of doubt, RAMP Global shall not be obliged to refund any Handling Fees charged in the event of a rebate.
6. 4.6 Customer shall pay all undisputed invoices for Fees and Supplier Charges within the payment term stipulated in the order form on receipt of a valid invoice.
7. 4.7 If Customer disputes an invoice, it must notify RAMP Global within 10 Business Days of the date of receipt of the invoice.
8. 4.8 If Customer cancels any job that has been released to the RAMP Global Platform within 28 days of its release, a cancellation fee of £250 or equivalent will be payable to RAMP Global to cover administrative costs. Customer shall pay all cancellation Fees within 15 days of receipt of a valid invoice from RAMP Global.
9. 4.9 In the event that any placement invoice which should have been processed by RAMP Global under this Agreement has been paid directly to the Supplier by the Customer, the handling fee stipulated in the order form will still be payable by Customer to RAMP Global.
10. 4.10 Any undisputed amounts not paid when due will be subject to interest at a rate of 2% per annum above the Bank of England base rate, calculated on a daily basis.
11. 4.11 After the Initial Term, Fees may increase in line with the average Consumer Price Index rate over the Initial Term or any Renewal Term on each anniversary of the Start Date on 30 days’ written notice from RAMP Global to Customer.
12. 4.12 RAMP Global reserves the right to increase the Fees on 60 days’ written notice at any time after the expiry of the Initial Term. In the event that Customer does not accept any fee increase under this clause 4.12, it shall have the right to terminate this Agreement on 30 days’ written notice to RAMP Global.
13. 4.13 Contractor fees payable by Customer in respect of each Contractor Assignment shall be set out in, and governed by, a Statement of Work.
14. 4.14 RAMP Global shall invoice Customer on a monthly basis for Contractor fees save where expressly provided otherwise. Customer shall pay any Contractor fees within the payment term stipulated in the Order Form. RAMP Global’s invoices shall be based on and supported by authorised time records.
15. 4.15 Expenses incurred by a Contractor which have been authorised in advance by Customer, which are supported by valid receipts or similar documentation, and are itemised in an applicable SOW shall also be charged by RAMP Global as Contractor fees. All charges are subject to the addition of such taxes and duties as may, from time to time, be imposed by law.
16. 4.16 RAMP Global shall charge a Margin to Customer based on the source of a Contractor placement. The Margin shall be calculated as a percentage and shall be outlined in the Order Form unless otherwise agreed in writing.
17. 4.17 Any costs incurred in relation to Pre-Employment Screening Check(s) will be borne solely by Agency, unless otherwise agreed in writing.

1. 5.1 RAMP Global represents and warrants that:
   1. 5.1.1 the Platform and any associated Services will comply with the Service Levels;
   2. 5.1.2 the Platform will not infringe the Intellectual Property Rights of any third party.
2. 5.2 Customer represents and warrants (and, where applicable, will procure similar representations and warranties from any Users) that:
   1. 5.2.1 it will ensure that all Users that access the Platform have the legal right to bind the Customer into contracts with Suppliers;
   2. 5.2.2 it will not share any login details or otherwise enable unlawful access to the Platform by any other person;
   3. 5.2.3 it will not data mine, scrape, crawl, aggregate, copy, extract or attempt to harvest the Platform for any purpose;
   4. 5.2.4 it 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;
   5. 5.2.5 it will not engage Suppliers outside the Countries Supported;
   6. 5.2.6 the Supplier Terms do not breach applicable law.
3. 5.3 Each party warrants and represents to the other that:
   1. 5.3.1 will comply with all applicable laws including, but not limited to, the Data Protection Laws, in carrying out its obligations under this Agreement;
   2. 5.3.2 it has the full legal capacity, power and authority to enter into this Agreement;
   3. 5.3.3 this Agreement is legally binding on it and enforceable against it; and
   4. 5.3.4 its representatives are properly authorised to undertake the actions that they undertake.
4. 5.4 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 or any terms or documentation provided including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose. RAMP Global makes no representation that the Platform or Services will be error-free, correct, accurate, complete, reliable, secure, current or up-to-date.
5. 5.5 Customer acknowledges that it has not relied on any representation made by RAMP Global which has not been expressly stated in this Agreement (including any descriptions or specifications contained in any document made available by RAMP Global outside of this Agreement).
6. 5.6 Customer is responsible for assessing the suitability of any Contractor it intends to or does actually hire or engage with through the RAMP Global Platform. RAMP Global does not warrant the ability of any Contractor.

1. 6.1 RAMP Global shall indemnify Customer and its Affiliates and each of their respective directors, officers, contractors, authorised representatives, agents and employees against any claim or loss resulting from RAMP Global’s breach of clauses 5.1.2 and 11.
2. 6.2 Customer shall indemnify RAMP Global and hold RAMP Global and each of their respective directors, officers, contractors, authorised representatives, agents and employees against any claim or loss resulting from Customer’s breach of clauses 5.2 and 11 or any claim that a Supplier may make against RAMP Global.
3. 6.3 The obligations under the foregoing indemnities are subject to the condition that the indemnified party gives the indemnifying party prompt written notice of any claim or action for which indemnity is sought, gives the indemnifying party control of the defence and provides all reasonable co-operation to the indemnifying party.

1. 7.1 Notwithstanding any other clause in this Agreement but subject to clause 7.3, each party’s maximum aggregate liability to the other party and its Affiliates for any claim or loss arising directly or indirectly in connection with this Agreement shall be capped at the amount of Fees actually paid or payable to RAMP Global by Customer in the 12 months preceding the date of the claim.
2. 7.2 Notwithstanding any other clause in this Agreement but subject to clause 7.3, neither party shall be liable to the other party or its Affiliates for any consequential, special, incidental, or indirect damages or loss of profits arising from or related to this Agreement, under any cause of action or theory of liability and irrespective of whether the party has been advised of the possibility of any such loss or damage.
3. 7.3 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.
4. 7.4 RAMP Global’s aggregate liability to the Customer for breaches of clause 13.1 (Data Protection) and clause 10 (Confidentiality) and IP shall be limited to £2m (two million pounds sterling).

1. 8.1 This Agreement shall continue for the Initial Term after which it shall automatically renew for additional periods of 12 months (each a “Renewal Term”) unless either party provides the other with at least ninety (90) days’ written notice prior to the commencement of a renewal term.
2. 8.2 This Agreement may be terminated by either party immediately on written notice to the other if:
   1. 8.2.1 the other party materially breaches any of its obligations under this Agreement (including non-payment of Fees or Recruiter Charges) and such breach remains uncured for 30 days following receipt of written notice by the non-breaching party; or
   2. 8.2.1 the other party is insolvent or subject to a winding up petition.
   3. 8.2.2 if a Force Majeure event continues for more than 30 days.
3. 8.3 Upon termination of this Agreement for any reason, the licence granted under this Agreement and Customer’s access to and use of the Platform shall immediately cease. Any Fees payable in advance shall be non-refundable, unless the Agreement is terminated by Customer as a result of RAMP Global’s material breach. In the event that RAMP Global needs to continue to service Active Vacancies, remit additional payments to Suppliers, handle Rebates or provide any other additional services to Customer post-termination to assist with its transition off the Platform, fees for such services shall be agreed in good faith between the parties. Customer shall pay RAMP Global a fixed fee of £1,000 per Active Vacancy that has been engaged by a Supplier at the date of termination.
4. 8.4 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the payment of any Fees or Supplier Charges, the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
5. 8.5 Any SOW outstanding at the time of termination shall continue to be governed by this Agreement as if it had not been terminated, unless the Parties also agree in writing to terminate such SOW.
6. 8.6 The Customer agrees with RAMP Global that it shall not work directly or indirectly with any new suppliers in connection with any Vacancies in the Countries Supported for 6 months from the date of termination of this Agreement.
7. 8.6 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
8. 8.7 Subject to clause 13.2, either party has the right to terminate this Agreement without penalty on 30 days’ notice.

1. 9.1 RAMP Global may, in its sole discretion, suspend access to the Platform or provision of the Services without liability to Customer:
   1. 9.1.1 if an event of Force Majeure occurs; or
   2. 9.1.2 if it has any reasonable systems or security concerns; or
   3. 9.1.3 due to any scheduled or emergency maintenance, system updates or upgrades to the Platform (but will endeavour to undertake any scheduled outages outside of working hours).
2. 9.2 RAMP Global will give as much notice to Customer of any suspension as it considers reasonable in the circumstances.

1. The parties agree to treat all information that should reasonably be considered as confidential, including, without limitation, trade secrets, technology, information relating to business operations and strategies, and information relating to customers, pricing and marketing (“Confidential Information”) in the strictest confidence. Neither party shall disclose any Confidential Information unless they have received the prior written consent of the other party, it is required by law or an applicable regulator, or the information is already in the public domain.

1. 11.1 Nothing in this Agreement assigns or transfers to the Client any rights, title or interest (including any Intellectual Property Rights) in the Platform.
2. 11.2 All Intellectual Property developed or created by RAMP Global during the Term and arising out of the provision of the Services shall be owned by RAMP Global. Customer hereby assigns all right, title and interest in and to such Intellectual Property to RAMP Global with full title guarantee.
3. 11.3 RAMP Global shall have the right to use the Output Data in perpetuity for any purpose provided that it has been anonymised and that RAMP Global has the appropriate technical and operational measures in place.
4. 11.4 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. 11.4.1 modify or replace the affected software so that it is non-infringing; or
   2. 11.4.2 obtain for Customer the right to continue using the Platform.
5. 11.5 If neither of the options at clause 11.4 are, in RAMP Global’s opinion, commercially reasonable, RAMP Global shall have the right to terminate this Agreement on written notice and refund to the Customer any unapplied Charges.

1. During the Term, RAMP Global, subject to approval from the Customer, refer to the Customer in its marketing, promotional, and other communications, including placing a copy of Customer’s logo or other trade marks on RAMP Global’s website(s) to identify Customer as a Customer and issuing a press release.

1. 13.1 For the purposes of this Agreement both parties are acting as independent data controllers and will observe their obligations under the Data Protection Act 2018 and the UK General Data Protection Regulation in each case as amended from time to time, and if necessary, will negotiate in good faith to enter into a further agreement regulating processing of personal data.
2. 13.2 RAMP Global may modify these terms and conditions from time to time by posting an updated version on the RAMP Global website. Any material modifications will be sent by email 30 days before they take effect. The Customer shall have the right to terminate without penalty if the changes proposed cannot be agreed.
3. 13.3 All notices shall be in writing and delivered by post or email to the address of the respective party on the Order Form. Any notice delivered by post must also have a copy sent via email.
4. 13.4 This Agreement, including the Order Form, constitutes the entire agreement between the parties about its subject matter. In the event of any conflict between the Terms and Conditions and any Order Form, the Order Form shall take precedence.
5. 13.5 No variation of this Agreement will be binding unless it is in writing and signed by the Parties.
6. 13.6 Neither party may assign this Agreement without the other party’s prior written consent (not to be unreasonably withheld) provided that assignments incidental to a sale of all or substantially all assets by either party shall not require any such consent and, in the case of RAMP Global, assignment to an Affiliate shall not require any such consent. RAMP Global shall have the right to sub-contract any of its obligations under this Agreement provided that RAMP Global remains solely liable to Customer for the provision of any such obligations in accordance with this Agreement.
7. 13.7 If any clause is held by a court to be unenforceable, that clause shall be deleted from this Agreement.
8. 13.8 A party’s delay to pursue remedies for a default does not amount to a waiver of any obligation of the other party.
9. 13.9 Nothing in this Agreement will be taken as giving rise to a relationship of employment, Supplier, partnership or joint venture. Each party to this Agreement is an independent contractor and neither party has any authority to bind the other.
10. 13.10 This Agreement is governed by English law and is subject to the exclusive jurisdiction of the courts of England.

Active Vacancies means Job Posts listed by or on behalf of Customer on the Platform and which have not been marked as closed;

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;

Suppliers means all Suppliers that Customer contracts with via the Platform including Existing Suppliers, Referred Suppliers and New Suppliers;

Agreement means these Terms and Conditions and the Order Form;

Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorised by law to be closed in England and Wales;

Contractor Assignment means the project for which a Contractor sourced by Customer is engaged;

Confidential Information shall be as defined in clause 10;

Contingent Worker Force means Temporary or Contractor candidates

Consumer Price Index means the consumer price index published by the Office for National Statistics in the UK;

Contractor means either a contingent or non-permanent worker;

Countries Supported shall be as listed on the Order Form;

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;

Existing Suppliers means Suppliers that the Customer is actively working with prior to the Start Date and that are already onboarded to the Platform;

Fees means the Implementation Fees, Service Fees, Subscription Fees and Transaction Fees as set out on the Order Form;

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;

Initial Term means the period of time from the Start Date as set out on the Order Form;

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 Customer;

New Suppliers means Suppliers with which the Customer is not actively engaged at the Start Date but are made available to the Customer through the Platform;

Order Form means the order form entered into between RAMP Global and Customer;

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

Permanent Resource means candidates supplied by the Supplier via RAMP Global who are then offered a full time contract with the Customer

Rebates means any Supplier Charges that are refundable from an Supplier to Customer under the Supplier Terms;

Statement of Work means an addendum to these terms relating to a particular assignment of a non-permanent Worker;

Supplier Charges means the charges that Customer agrees to pay to a Supplier via the Platform in connection with the fulfilment of an Active Job;

Supplier Terms shall be as defined in clause 3.1;

Supplier Agencies means the Supplier that Customer is not actively engaged with prior to the Start Date but are onboarded onto the platform at the request of the Customer;

Renewal Term shall be as defined in clause 8.1;

License Start Date means the date specified on the Order Form;

Term means the Initial Term plus any Renewal Terms; and

Users means employees and contractors of Customer who are authorised by Customer to access the Platform.