Active Vacancies means Job Posts listed by or on behalf of Customer on the Platform and which have not been marked as closed;
Active Countries shall be as listed on the Order Form;
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;
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;
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 a non-permanent worker;
Contractor Assignment means the project for which a Contractor sourced by Customer is engaged;
Contractor Fees means the charges that Customer agrees to pay a Supplier on behalf of a Contractor or to pay a Contractor directly via RAMP Global including RAMP Global’s mark up;
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, Subscription Fees, Job Management 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 Licence 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;
Licence Start Date means the date specified on the Order Form;
New Suppliers means Suppliers with which the Customer is not actively engaged at the Licence 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
Platform means the RAMP Global technology platform that enables Customers to manage Suppliers
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 Contractor;
Suppliers means all recruitment agencies or partners that Customer contracts with via the Platform including Existing Suppliers, Referred Suppliers and New Suppliers;
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;
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.