1. Introduction 

Pynea Technology Limited (“Pynea”), owned by Pynea Holdings Limited, has developed a hiring platform and mobile application to connect businesses with potential talent. 

These Terms and Conditions ("Terms") govern the use of the Platform and App provided by Pynea and set forth the contractual basis for the provision of services by Pynea. By accessing or using the Platform and App, you ("Customer") agree to comply with and be bound by these Terms during the Term. The Order Form and the Terms together constitute the “Agreement”.

Pynea’s Plans

Pynea offers the Platform and App on various different basis depending on the customer, including:

• Subscription

• Usage based

• User based

• Commission
  (Pynea calls each of these a “Plan”).

Depending on which Plan the Customer agrees to, some terms in these Terms may or may not apply. Overall, all terms contained in these Terms apply to Customer’s use of the Platform and App and that is the default position. However, where specific terms are clearly stated in these Terms to apply only to specific Plans (as clearly identified below), they will only apply if the Customer has agreed to that specific plan and otherwise will not apply.

2. Definitions

The definitions and rules of interpretation in this clause apply in these Terms.

Acceptable Use Policy: means the Pynea Acceptable Use Policy available at https://www.pynea.com/acceptable-use (or such other URL as notified to you) that governs the Customer’s use of the Platform, App, Services, and Documentation.

App:  the hiring process software made available by Pynea to the Customer via a mobile application.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation. 

Authorised User Limit: the maximum number of Authorised Users Customer is permitted to grant access to the Platform under a User Based Plan, as set out in the Order Form.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in 12. 

Customer Data: the data, information and other material of any kind provided or made available by the Customer, Authorised Users, or Pynea on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services. 

Data Processing Agreement: means the Pynea Data Processing Agreement posted at https://www.pynea.com/privacy-policy (or such other URL as notified to you) as amended from time to time.

Data Protection Legislation: means, to the extent applicable to these Terms, (i) the United Kingdom General Data Protection Regulation ("UK GDPR"), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and the Security of Network & Information Systems Regulations 2018, all as amended and/or replaced, and in force from time to time, (ii) the General Data Protection Regulation 2016 (EU) 2016/679 and all other applicable laws and regulations relating to data protection and privacy, and (iii) all related statutory codes of practice and guidance issued by any relevant data protection authority. 

Documentation: the documentation made available to the Customer by Pynea from time to time which sets out a description of the Services and the user instructions for the Services on the Platform and App. 

Effective Date: the effective date set out in the Order Form.

Feedback: any feedback or suggestions provided by the Customer during the Term in relation to the Platform, App and/or Services.

Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.

Order Form: the document or electronic form provided by Pynea and agreed by the Customer that sets out the Fees, the Term, the number of Authorised Users (if applicable), and any additional services or charges. 

Platform: the hiring process software via website made available by Pynea to the Customer. 

Services: the services provided by Pynea to the Customer under these Terms (specifically including the provision of the Platform and App) and as may be described more particularly in Documentation.

Subscription: the subscription purchased by the Customer which entitles Authorised Users to access the Platform and App and use the Services and the Documentation in accordance with these Terms.

Fees: the fees payable by the Customer to Pynea as set out in the applicable Order Form. 

Term: the term of the Agreement as set out in the applicable Order Form.

Virus: any thing or device (including any software, code, file or programme) 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 programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme 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.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly. 

3. Licence to the Platform and App

   1. Subject to the Customer purchasing a Subscription, Pynea grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicenses, to permit the Authorised Users to install, use and display the Platform, App, Services and the Documentation during the Term solely for the Customer's internal business operations. This license also permits the Authorised Users to  receive and use any free supplementary software code or updates to the App and Platform which may include corrections of errors, bug fixes, or performance improvements. 

   2. In relation to the Authorised Users, the Customer undertakes that it will not allow any profile or password to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Platform, App, Services and/or Documentation. 

   3. The App requires a compatible device with an Apple iOS or Android operating system. Pynea is not responsible for issues arising from use on unsupported devices or operating systems.

   4. If User Based Plan: The maximum number of Authorised Users that the Customer authorises to access and use the Platform, App, Services and the Documentation shall not exceed the Authorised User Limit as set out in the applicable Order Form.

      
      

4. Services

   1. Pynea shall, during the Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of these Terms.

   2. Pynea shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned or unscheduled maintenance performed outside Normal Business Hours, provided that Pynea has used reasonable endeavours to give the Customer reasonable notice in advance where possible. 

   3. Pynea will, as part of the Services and at no additional cost to the Customer, provide the Customer with Pynea's standard customer support services during Normal Business Hours. 

   
   

5. Restrictions on use
   

   1. The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Platform, App and/or Services that is illegal or causes damage or injury to any person or property. The Customer shall comply at all times with the Acceptable Use Policy (https://www.pynea.com/acceptable-use). 

   2. The Customer shall not:

      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, App, Services, software and/or Documentation (as applicable) in any form or media or by any means; or

      2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform, App, Services, software and/or Documentation; or

      3. access all or any part of the Platform, App, Services and Documentation in order to build a product or service which competes with the Platform, App, Services and/or the Documentation;

      4. use the Platform, App, Services and/or Documentation to provide services to third parties; or

      5. licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform, App, Services and/or Documentation available to any third party except the Authorised Users, or

      6. attempt to obtain, or assist third parties in obtaining, access to the Platform, App, Services and/or Documentation; or

      7. introduce or permit the introduction of any Virus into the Platform, App, Services or Pynea's network and information systems.

   3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform, App, Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Pynea.

   4. The rights provided under this clause 5 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer. 

   
   

6. Additional Terms 

Apple App Store and Google Play's terms also apply. The ways in which the Customer can use the App and Documentation may also be controlled by: 

1. Apple App Store's rules and policies which can be viewed here

2. Google Play's rules and policies which can be viewed here

7. Data protection 

Each party will, at all times during the Term, comply with the Data Processing Agreement. 

8. Third party providers
   

   1. The Customer acknowledges that the Platform, App and Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Pynea 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 the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Pynea.  Pynea recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Pynea does not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Platform, App or Services.

9. Pynea's obligations
   

   1. Pynea does not warrant that:

      1. the Customer's use of the Platform, App or Services will be uninterrupted or error-free;

      2. that the Platform, App, Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; 

      3. the Platform, App or the Services will be free from Vulnerabilities or Viruses;

      4. any third-party services accessed through the Platform, App, or Services will perform as expected or meet the Customer's requirements. 

   2. Pynea warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.

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

   4. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Pynea shall be for Pynea to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Pynea. Pynea shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party. 

10. Customer's obligations
    

    1. The Customer shall 

       1. provide Pynea with all necessary cooperation in relation to these Terms and all necessary access to such information as may be required by Pynea in order to provide the Services, including but not limited to Customer Data, security access information and configuration services. 

       2. comply with all applicable laws and regulations with respect to its activities under these Terms;

       3. carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Pynea may adjust any agreed timetable or delivery schedule as reasonably necessary;

       4. ensure that the Authorised Users use the Platform, App, Services and the Documentation in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User's breach of these Terms. 

       
       
       

11. Charges and payment
    

    1. The Customer shall pay the Fees to Pynea in accordance with the Order Form.

    2. If Pynea has not received payment in accordance with the applicable Order Form, Pynea may without liability to the Customer, disable the Customer's password, account and access to the Platform, App and the Services. 

    3. All amounts and fees in the Order Form or referred to in these Terms shall be payable in pounds sterling, are non-cancellable and non-refundable and are exclusive of value added tax, which shall be added to Pynea's invoice(s) at the appropriate rate.

12. Proprietary rights
    

    1. The Customer acknowledges and agrees that Pynea and/or its licensors own all intellectual property rights in the Services, Platform, App, Documentation and Feedback. Except as expressly stated herein, these Terms does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform, App, Services, Documentation and Feedback.

    2. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

13. Confidentiality
    

    1. Each party undertakes that it shall not at any time during these Terms, and for a period of two years after termination or expiry of these Terms, disclose to any person any confidential information (whether written, oral or in some other form) on or after the date of these Terms concerning the provisions of the Services including but not limited to the business, assets, affairs, customers, clients or suppliers of the other party, software, processes, product information and designs except as permitted by clause 13. 

    2. Each party may disclose the other party's Confidential Information: 

       1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of performing the Services and obligations in connection with these Terms. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13; and 

       2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    3. On termination or expiry of these Terms, each party shall:

       1. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;

       2. erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable). 

14. Indemnity
    

    1. The Customer shall defend, indemnify and hold harmless Pynea against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Platform, App, Services and/or Documentation, provided that:

       1. the Customer is given prompt notice of any such claim;

       2. Pynea provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

       3. the Customer is given sole authority to defend or settle the claim.

    2. Pynea shall defend the Customer against any claim that the Customer's use of the Platform, App, Services or Documentation in accordance with these Terms infringes any copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgement or settlement of such claims, provided that:

       1. Pynea is given prompt notice of any such claim;

       2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Pynea in the defence and settlement of such claim, at Pynea's expense; and

       3. Pynea is given sole authority to defend or settle the claim.

    3. In no event shall Pynea be liable to the Customer to the extent that the alleged infringement is based on:

       1. a modification of the Platform, App, Services or Documentation by anyone other than Pynea; or

       2. the Customer's use of the Platform, App, Services or Documentation in a manner contrary to the instructions given to the Customer by Pynea; or

       3. the Customer's use of the Platform, App, Services or Documentation after notice of the alleged or actual infringement from Pynea or any appropriate authority; or

       4. the Customer's breach of these Terms.

15. Limitation of liability
    

    1. The Customer assumes sole responsibility for outcomes obtained from the use of the Platform, App, Services and the Documentation by the Customer, and for conclusions drawn from such use. Pynea shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Pynea by the Customer in connection with the Platform, App, Services, or any actions taken by Pynea at the Customer's direction. 

    2. Nothing in these Terms excludes the liability of Pynea for (i) death, personal injury caused by Pynea's negligence or (ii) for fraud or fraudulent misrepresentation. 

    3. Pynea shall have no liability for any (i) loss of profits, (ii) loss of business, (iii) wasted expenditure, (iv) depletion of goodwill and/or similar losses, (v) loss or corruption of data or information, or (vi) any special, indirect or consequential loss, costs, damages, charges or expenses. 

    4. Pynea’s total aggregate liability to the Customer (including in respect of the indemnity at 13.2), shall be:

       1. If Subscription Plan and Usage/User-based Models: in respect of all breaches of duty occurring within any Term shall not exceed one hundred percent (100%) of the total Fees paid in the contract year in which the breaches occurred; or 

       2. For Commission Plan: in respect of all breaches of duty occurring within any Term shall not exceed the Fees paid for the relevant transaction or event.

16. Term and termination
    

    1. These Terms shall commence on the Effective Date and shall continue for the Term, unless otherwise terminated in accordance with the provisions of these Terms. 

    2. Either party may terminate these Terms with immediate effect by giving written notice to the other party if:

       1. the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment;

       2. the other party commits a material breach of any other term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so;

       3. the other party becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986, or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.

    3. On termination of these Terms for any reason:

       1. all licences granted under these Terms shall immediately terminate and the Customer shall immediately cease all use of the Platform, App, Services and/or the Documentation; 

       2. Pynea may use reasonable endeavours to destroy or otherwise dispose of any of the Customer Data in its possession; and

       3. any accrued rights or liabilities which either party may have by the time termination takes place. 

    4. Pynea may terminate these Terms with immediate effect by giving written notice to the Customer if Pynea reasonably believes there has been a breach of these Terms.

17. Other Terms:

    1. Publicity: The Customer grants to Pynea a non-exclusive license to use the Customer’s name and logo on any of Pynea’s marketing and advertising materials for hiring events. All intellectual property rights of the Customer are and shall remain the property of the Customer. 

    2. Force majeure. Neither party shall be in breach of these Terms or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate these Terms by giving 5 days' written notice to the affected party.

    3. Variation. No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    4. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 

    5. Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. 

    6. Entire agreement. These Terms and the Order Form constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

    7. Assignment. The Customer shall not, without the prior written consent of Pynea, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms.

    8. Third party rights. Unless it expressly states otherwise these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

    9. Notices. Any notice given to a party under or in connection with these Terms shall be in writing and shall be sent by email to the address provided for the relevant party’s representative on the Order Form (or an address substituted in writing from time to time) and shall be deemed to have been received upon acknowledgement of receipt, or, if this time falls outside business hours in the place of receipt, when business hours resume.

    10. Governing law. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

    11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).