End User Licence Agreement

1. RAMP Global grants you a limited licence to use the Platform solely for the recruitment services offered by your Agency. All rights not expressly granted to you are reserved by RAMP Global.

You represent and warrant that you:

1. 2.1 will comply with the Code of Conduct and any other policies notified to you or your Employer from time to time;
2. 2.2 have the authority to bind the Agency into contracts with your employer through the Platform;
3. 2.3 will not share any login details or otherwise enable unlawful access to the Platform by any other person;
4. 2.4 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; and
5. 2.5 will comply with all applicable laws in your use of the Platform.

1. You shall indemnify 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. 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. 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 RAMP Global’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 Agency is in breach of this Agreement;
2. 6.2 if an event of Force Majeure occurs; or
3. 6.3 if it has any reasonable systems or security concerns; or
4. 6.4 due to any scheduled or emergency maintenance, system updates or upgrades to the Platform.

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 without our prior written consent unless required to do so by law or an applicable regulator, or if the information is already in the public domain.

1. 8.1 RAMP Global may modify these terms and conditions from time to time by posting an updated version on our website. Any material modifications will be sent by email 30 days before they take effect.
2. 8.2 All notices shall be in writing and delivered by email.
3. 8.3 This Agreement constitutes the entire agreement between the parties about its subject matter.
4. 8.4 No variation of this Agreement will be binding unless it is in writing and signed by the parties.
5. 8.5 Neither party may assign this Agreement 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.
6. 8.6 If any clause is held by a court to be unenforceable, that clause shall be deleted from this Agreement.
7. 8.7 A party’s delay to pursue remedies for a default does not amount to a waiver of any obligation of the other party.
8. 8.8 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. 8.9 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 you are accessing the Platform;

Confidential Information shall be as defined in clause 7;

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;

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

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