These Platform Licence Terms and Conditions ("Terms") apply to the Platform Licence Agreement between Redsun Innovations Limited ("Redsun") and the Customer identified in the Commercial Schedule. They are incorporated by reference into every executed Commercial Schedule and apply together with Schedules 1–6.

1. Definitions

Agreement — the Platform Licence Agreement comprising the Commercial Schedule, these Terms and any Schedules.
Authorised Users — the employees or authorised personnel of the Customer permitted to access the Platform.
Confidential Information — all information not publicly known, including business, finances, technology (including the Platform), trade secrets and any other commercially sensitive information.
Customer Data — any information, job advertisements, candidate information, CVs or other material uploaded to or processed through the Platform by the Customer.
Fees — the licence fees payable by the Customer as specified in the Commercial Schedule.
Platform — the Redsun Recruitment Platform described in the Commercial Schedule, including any updates or modifications.
Specification — the specification of the Platform described in Schedule 5.
Term — the duration of the Agreement specified in the Commercial Schedule.
Territory — as specified in the Commercial Schedule.

2. Licence Grant

Subject to the Customer complying with this Agreement and paying the applicable Fees, Redsun grants to the Customer a limited, non-exclusive, non-transferable licence during the Term to access and use the Platform for the Customer's internal recruitment business purposes.

The Customer shall not grant access to the Platform to any person other than Authorised Users. The licence is limited to use of the Platform as a hosted service and does not include any right to access source code. Integration services, where applicable, are limited to standard configuration and implementation under Schedule 6 and do not include bespoke development unless expressly agreed in writing.

3. Ownership & Proprietary Rights

Redsun retains all intellectual property rights in the Platform. The Customer receives only a licence to use the Platform; no ownership rights are transferred. All improvements, updates and modifications to the Platform remain the property of Redsun.

Redsun shall indemnify the Customer against any claim that normal use of the Platform infringes the intellectual property rights of any third party, provided that the Customer promptly notifies Redsun of any allegation, makes no admission without Redsun's prior written consent, and allows Redsun at its request and expense to conduct any negotiations or litigation. The Customer shall afford all reasonable assistance.

The Customer may not disclose or make the Platform available to any entity other than Authorised Users.

4. Acceptable Use

The Customer shall ensure that the Platform is used only in accordance with the Acceptable Use Policy set out in Schedule 1, and shall ensure that all Authorised Users comply with that policy.

5. Authorised Users

The Customer undertakes to ensure that:

only Authorised Users access the Platform;
login credentials are kept secure;
unauthorised access is promptly reported to Redsun.

The Customer is responsible for all activities carried out using its access credentials and shall indemnify and hold Redsun harmless for all costs, claims, demands, expenses and liabilities arising out of any claim that use by any Authorised User is not authorised by this Agreement.

6. Fees

The Customer shall pay the Fees specified in the Commercial Schedule. Unless otherwise stated, fees are payable in advance and are exclusive of VAT or equivalent sales taxes.

If payment is overdue, Redsun may (among other remedies) suspend access to the Platform and charge interest on overdue invoices at the rate of 2% per year above the base rate of Lloyds Bank plc, calculated from the due date until actual payment, whether before or after judgement.

The Customer shall maintain complete and accurate records of its use of the Platform, including the number of Authorised Users, and shall provide such information to Redsun upon reasonable request.

7. Customer Responsibilities

ensure that all information uploaded to the Platform is accurate and lawful;
ensure that it has all necessary rights to upload Customer Data;
comply with all applicable laws and regulations.

8. Customer Data

The Customer retains ownership of Customer Data and grants Redsun a non-exclusive licence to host, process and transmit Customer Data for the purpose of operating and maintaining the Platform. Redsun is not responsible for the accuracy or legality of Customer Data.

9. Data Protection

Each party shall comply with applicable data protection legislation. Where Redsun processes personal data on behalf of the Customer, the parties shall comply with the Data Processing Agreement set out in Schedule 2. Redsun shall, so far as reasonably practicable, implement the Information Security Measures set out in Schedule 4.

10. Confidentiality

Each party (the Receiving Party) undertakes to treat as confidential and keep secret all Confidential Information supplied by the other party (the Disclosing Party) with the same degree of care as it employs with regard to its own confidential information of a like nature, and in any event in accordance with current commercial security practices. This clause does not extend to information that was rightfully in the Receiving Party's possession prior to negotiations, is already public knowledge, or becomes so without breach.

The Receiving Party shall not disclose Confidential Information without the Disclosing Party's prior written consent, except to its own employees who need to know, and to auditors, HM Revenue and Customs officers, courts of competent jurisdiction, governmental bodies or regulators where a right, duty or obligation to know exists. Persons to whom Confidential Information is disclosed must be made aware of the duty of confidence.

The obligations in this clause survive termination of the Agreement.

11. CRM Integrations & Third-Party Systems

The Platform may integrate with, or depend upon, third-party CRM systems and application programming interfaces. Such systems are operated by third parties. Redsun does not control such systems and does not warrant their availability, performance, compatibility or continued operation, including where such systems are required for integration or core functionality. Redsun shall have no liability for any failure, delay or defect arising from or related to third-party systems or APIs.

12. Service Availability

Redsun will use reasonable endeavours to make the Platform available during the Term in accordance with Schedule 3. The Customer acknowledges that the Platform may be unavailable during maintenance periods and that uninterrupted access cannot be guaranteed.

13. Customer's Obligations

The Customer shall:

make available to Redsun, free of charge, such access, facilities and services as reasonably necessary to enable Redsun to perform its obligations;
ensure that its employees and contractors co-operate reasonably with Redsun;
promptly furnish Redsun with information and documents reasonably requested;
ensure that the Customer Representative is available as reasonably required;
not do anything to prejudice or damage Redsun's goodwill or reputation, or bring the Platform into disrepute.

14. Warranties

Subject to the Customer's compliance with this Agreement, Redsun warrants that:

it is entitled to enter into this Agreement and to grant the licence;
the Platform shall perform substantially in accordance with the Specification, minor interruptions and errors excluded.

Redsun shall have no liability for breach of this warranty if failure is caused by software other than the Platform, modifications made without Redsun's authorisation, unauthorised use, or third-party proprietary software. Notice of defects must be given in writing within a reasonable period, and in any event no later than 14 days.

To the extent permitted by applicable law, Redsun excludes all implied terms, conditions, warranties and representations not expressly stated, including any implied warranties of quality, fitness for a particular purpose or ability to achieve a particular result. Redsun does not warrant that the Platform is error-free or that its use will be uninterrupted, and does not give any warranty in respect of third-party products.

15. Liability

Redsun shall maintain employer's liability, third-party liability, product liability and professional negligence insurance cover appropriate to its liabilities under this Agreement. The minimum aggregate value of professional negligence insurance is set out in the Commercial Schedule.

Australia: Nothing in this clause excludes, restricts or modifies any consumer guarantee, right or remedy conferred on the Customer by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other statute where to do so would contravene that statute or render any provision of this Agreement void.

Redsun shall indemnify the Customer for personal injury or death caused by the negligence of its employees in connection with performance of their duties. Save in respect of claims for death or personal injury arising from Redsun's negligence, Redsun shall not be liable for damage to property, loss of data or use, lost profits, loss of opportunity, loss of anticipated savings, or any indirect or consequential damages, whether or not foreseeable.

Except as provided above, Redsun's maximum aggregate liability under this Agreement for any cause whatsoever shall be limited to the total Fees paid in the preceding 12 months. The parties acknowledge that the limitations in this clause are reasonable. The Customer's statutory rights as a consumer (if any) are not affected. All liability not expressly assumed in this Agreement is excluded. These limitations apply regardless of the form of action.

For the purposes of this clause, Redsun includes its employees, sub-contractors and suppliers, who shall have the benefit of the limits and exclusions under the Contracts (Rights of Third Parties) Act 1999.

16. Support & Maintenance

Redsun may provide technical support in accordance with its standard support procedures, as set out in Schedule 3. Redsun may implement updates, upgrades or modifications to improve the Platform.

17. Suspension of Service

Redsun may suspend access to the Platform if:

the Customer breaches this Agreement;
the Customer fails to pay Fees when due;
use of the Platform poses a security risk;
suspension is necessary to comply with legal obligations.

Redsun shall use reasonable efforts to notify the Customer before suspending access where practicable.

18. Termination

Redsun may terminate this Agreement immediately on written notice if:

the Customer commits a material breach and (if capable of remedy) fails to remedy it within 14 days of written request;
the Customer permanently discontinues use of the Platform;
the Customer becomes insolvent or ceases trading;
the Customer fails to pay the Fees or any sum payable.

The Customer may terminate this Agreement if Redsun commits a material breach and fails to remedy that breach within 30 days of written notice.

Termination does not affect any accrued rights or liabilities, nor any provision expressly or by implication intended to survive. Upon termination the Customer's licence ceases immediately, the Customer shall cease accessing the Platform, and any outstanding Fees become immediately payable.

19. Force Majeure

Neither party shall be liable for failure or delay in performing its obligations where such failure results from events beyond its reasonable control, including internet outages, cyber attacks, failures of hosting providers, natural disasters and such other circumstances as Redsun shall reasonably determine.

20. No Right of Set-off

The Customer may not set off liability against any sum or damages payable to Redsun that would otherwise be due under this Agreement or otherwise, whether such liability is liquidated or unliquidated.

21. Entire Agreement

This Agreement (the Commercial Schedule, these Terms and the Schedules) supersedes all prior agreements and constitutes the entire agreement between the parties relating to its subject matter, save that the obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect insofar as there is no conflict with this Agreement. The parties confirm they have not entered into this Agreement on the basis of any representation not expressly incorporated.

22. Variation

Redsun may update these Terms from time to time provided that material changes are notified to the Customer.

23. Sub-Contracting & Assignment

Redsun may without the Customer's prior written consent perform any or all of its obligations through agents or sub-contractors. This Agreement is personal to the Customer and may not be assigned or transferred without Redsun's prior written approval. Redsun may assign its rights and transfer its obligations without restriction.

24. Third Parties

Except as specifically provided, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, without prejudice to any right or remedy of a third party which exists or is available apart from that Act.

25. Announcements

The Customer shall not issue any public announcement or disclose any information regarding this Agreement unless prior written consent has been obtained from Redsun.

26. Governing Law & Jurisdiction

This Agreement is governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction over disputes arising under this Agreement, unless the Commercial Schedule expressly elects an alternative governing law and jurisdiction. Available alternatives are:

United States: the laws of the State of Delaware, with disputes resolved by binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules; the seat of arbitration is New York, NY. Each party waives any right to participate in a class, collective or representative action.
Australia: the laws of New South Wales, with the courts of New South Wales having non-exclusive jurisdiction.

Where an alternative is elected, references in this Agreement to UK statutes (including the Contracts (Rights of Third Parties) Act 1999) are read as references to the equivalent local concept where applicable.

27. Related Documents

28. Contact

Redsun Innovations Limited, company number 17021869, registered office 63 Charnwood Street, Coalville, England, LE67 3DH. Legal and contract enquiries: ayrton@redsunplatform.com.

Standard SaaS Terms & Conditions