Terms and Conditions

Referment, Terms and Conditions · Last Updated: 5 May 2026

Background

Referment is in the business of providing its agentic recruitment tool (the Digital Recruiter) to its customers and the Client wishes to engage Referment with a view to receiving this on the terms and conditions set forth in this Agreement.

By clicking “I agree” (or any equivalent acceptance mechanism on Referment’s website or at checkout), or by accessing or using the Services, the Client agrees to be bound by these Terms. If the individual accepting these Terms is doing so on behalf of a company or other legal entity, that individual represents that they have authority to bind such entity, and references to “Client” in these Terms shall refer to that entity.

1. Definitions and Interpretation

1.1 The following defined terms used in this Agreement shall have the meanings set out below unless the context requires otherwise:

“Applicable Law(s)” means any of the following to the extent that it applies to this Agreement, the provision or receipt of the Services to or by a Party (including without limitation any regulatory obligations applicable to one Party with which the other Party is required to comply):

any statute, regulation, by law, ordinance or subordinate legislation in force from time to time;
the common law and the law of equity;
any binding court order, judgement or decree;
the Data Protection Laws;
any applicable industry code, guidelines, policy or standard; and
any guidance, direction, policy, rule or order that is given by a regulator, in any jurisdiction applicable to this Agreement;

“Business Day” means a day other than a Saturday, Sunday or bank holiday in England;

“Candidate” means either:

an individual;
a personal service limited company; or
an individual via an umbrella company,

that is introduced by Referment to the Client for a potential Engagement;

“Client Inputs” has the meaning given to it at clause 2.8;

“Commencement Date” means the date on which the Client first accepts these Terms (whether by clicking to confirm acceptance, by completing the sign-up flow on Referment’s website, or by first paying any Fees in respect of a Plan), whichever is the earliest;

“Confidential Information” for the purposes of this Agreement in its entirety means all information (however recorded or preserved) disclosed by a Party to the other Party in connection with this Agreement; and/or includes, but is not limited to, any trade secrets, know-how, inventions, techniques, processes, software programs and other IT related information, documentation, schematics, procedures, contracts, customer information, information regarding employees, policyholders or beneficiaries, financial information, budgets, sales, marketing, public relations, advertising and commerce plans, ideas, strategies, designs, projections, business plans, real estate plans, strategic expansion plans, products and product designs, sourcing information, potential product labelling and marking ideas, unpublished information relating to the intellectual property rights of either Party, personal data, all communications between the Parties and other non-public information relating to either the Client’s business or Referment’s business;

“Data Protection Laws” means:

any legislation in force from time to time relating to privacy and/or the processing of personal data including the Data Protection Act 2018, the EU GDPR, the UK GDPR, the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and any laws or regulations implementing the Privacy and Electronic Communications Directive 2002/58/EC;
any laws which replace, extend, re-enact, consolidate or amend any of the foregoing whether or not before or after the date of this Agreement from the date they come into force (except, where permissible under applicable domestic law, to the extent that the GDPR is modified by applicable domestic law from time to time but where the modification has the effect of depriving data subjects of rights to which they would otherwise be entitled where any relevant processing be carried out in the UK such modification will have no effect on this Agreement); and
the guidance and codes of practice issued by any relevant regulatory, governmental or supervisory authority, and applicable to a Party;

“Digital Recruiter” has the meaning given to it at clause 2.1;

“DPA” has the meaning given to it in clause 7;

“Engagement” means the direct engagement or employment of a Candidate by the Client under a separate written agreement between the Client and the Candidate following an introduction by Referment, for a permanent or temporary role, and “engage(s)” and “engaged” shall be construed accordingly;

“EU GDPR” means the European Union’s General Data Protection Regulation (Regulation (EU) 2016/679);

“Fee(s)” means the fees payable to Referment for the Plan selected by the Client at sign-up, as displayed on Referment’s website at the time of sign-up;

“GDPR” means the EU GDPR or UK GDPR (as applicable);

“Good Industry Practice” means the use of standards, practices, methods and procedures conforming to Applicable Laws and the exercise of that degree of skill, care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the provision of similar services to an entity of a similar size and nature as the Client under the same or similar circumstances;

“Insolvency Event” means the occurrence of any of the following events in respect of a Party:

the presentation of a bona fide petition for the winding up of that Party which is not withdrawn or dismissed within twenty-one (21) days of presentation;
the application for an order or tabling of an effective resolution for winding-up that Party, in either case other than for the purpose of a solvent reorganisation or amalgamation;
the appointment of a receiver (including an administrative receiver), administrator, trustee or similar officer in respect of that Party;
an execution creditor, encumbrancer, receiver (including an administrative receiver) or other similar officer taking possession of the whole or material part of that Party’s property or assets;
that Party making a composition with its creditors generally or the filing of papers at court seeking a moratorium in respect of it under Schedule A1 of the Insolvency Act 2000 or other equivalent applicable laws in its relevant jurisdiction;
that Party is or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
any similar event occurs under the law of any other jurisdiction;

“Intellectual Property Rights” or “IPR” means all intellectual property rights including, but not limited to, patents, trade secrets, trademarks, service marks, trade names, copyrights and other rights in works of authorship (including rights in computer software), rights in logos and get up, inventions, moral and artists’ rights, design rights, trade or business names, domain names, know-how, database rights and semi-conductor topography rights 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 and all rights or forms of protection of a similar nature in any country;

“Plan” means the subscription package selected by the Client at sign-up (currently Single Role, Core or Growth, or such other packages as Referment may offer from time to time on its website), including its capacity, Fees and billing frequency as displayed on Referment’s website at the time of sign-up;

“Services” means the recruitment services delivered by Referment to the Client, comprising access to and use of the Digital Recruiter on the basis of the Plan selected by the Client at sign-up;

“Term” means the period beginning on the Commencement Date and continuing in accordance with clause 3; and

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

1.2 References to this Agreement include references to any schedule or such other document as varied, supplemented and/or replaced in accordance with these terms or as otherwise expressly agreed between the Parties.

1.3 References to any Party shall, where relevant, be deemed to be references to or to include, as appropriate, their respective lawful successors, assigns or transferees.

1.4 References in this Agreement to times of the day are expressed in the time zone of London, United Kingdom (being Greenwich Mean Time (GMT) or British Summer Time (BST) as applicable) in the 24-hour clock format.

1.5 Where a period of time is referred to, it shall be deemed to commence on the date of the occurrence of the event which causes the time period to commence.

1.6 References to clauses are references to clauses in the main body of this Agreement and references to paragraphs are references to paragraphs of Schedule 1 (DPA).

1.7 References to a “person” shall include any individual, company, corporation, firm, partnership, association, organisation, institution, trust or agency, whether or not having a separate legal personality.

1.8 Any references in this Agreement to:

“writing” includes (unless otherwise stated) a reference to electronic communications, and other comparable means of communication; and
a “month” shall mean a calendar month.

1.9 The words “in particular”, “other”, “include”, and “including” or any similar words or expression do not connote limitation in any way.

2. Services

2.1 The Services comprise access to Referment’s proprietary artificial intelligence-driven recruitment assistant (the “Digital Recruiter”), which communicates with the Client and its nominated users primarily via email and other electronic interfaces to identify, recommend and introduce potential Candidates.

2.2 The Digital Recruiter uses algorithms, data-matching, and large-language-model-based reasoning to analyse information supplied by the Client (including job descriptions and communications) and to suggest Candidate profiles that may be suitable.

2.3 The Digital Recruiter operates automatically but may be supported or reviewed by Referment personnel from time to time. The Digital Recruiter does not make employment decisions or perform regulatory due-diligence checks. The Client remains responsible for all hiring and engagement decisions.

2.4 Referment shall use commercially reasonable endeavours to ensure that the Digital Recruiter operates materially in accordance with its functional specification and with Good Industry Practice for AI-enabled recruitment systems.

2.5 The Client shall use Referment only for lawful recruitment purposes and in accordance with Referment’s acceptable-use policy (as amended from time to time).

2.6 The Services comprise access to Referment’s AI-enabled recruitment assistant, which communicates with the Client via email to identify and suggest potential Candidates for open roles. The Digital Recruiter’s outputs are based on available data and may not be error-free or exhaustive. The Client remains responsible for final hiring decisions.

2.7 The Client agrees to provide Referment with sufficient information to enable Referment to assess and select suitable Candidate(s) via the Digital Recruiter. The Client agrees to provide where such information is available:

the date on which the Client requires a Candidate to commence the Engagement, or likely duration of the Engagement;
the position to be filled, including the type of work required to be done, the location and the hours required to be worked by the Candidate;
the experience, training, qualifications and any authorisations which the Client considers necessary, or which are required by law or by any professional body, for the Candidate to possess; and
the minimum rate of remuneration and any other benefits to be offered to the Candidate in respect of the relevant position, and the intervals at which they would be paid.

2.8 The Client shall ensure that all data, instructions, prompts, and materials it supplies to the Digital Recruiter (“Client Inputs”) are accurate, lawful, non-discriminatory, and free from malicious code.

2.9 Referment shall not be responsible for performance issues or inaccuracies in output resulting from incomplete, inaccurate or inappropriate Client Inputs.

2.10 Referment shall use commercially reasonable endeavours to ensure the suitability of Candidates introduced to the Client through the Services.

2.11 The Services are provided on a capacity basis as set out in the Plan, permitting the Client to have up to the maximum number of concurrent open roles specified in the applicable Plan (“Active Roles”) at any one time.

An “Active Role” means any role which is live within the Digital Recruiter and capable of candidate sourcing, engagement, or matching, whether or not the Client is actively reviewing Candidates at that time.

The Client is responsible for managing its Active Roles to ensure that it does not exceed the permitted capacity. If the Client attempts to exceed the permitted number of Active Roles, Referment may (acting reasonably):

restrict the creation or activation of additional roles;
require the Client to deactivate one or more existing Active Roles; or
offer an upgrade to a higher capacity package.

Fees are payable for the applicable capacity package regardless of the number of Active Roles used at any given time, provided the Client does not exceed the permitted capacity.

2.12 In consideration of the Services to be rendered by Referment, the Client will pay the Fees and any other amounts payable in respect of the Plan.

2.13 The Client shall pay the Fees by automatic recurring charge to the payment method registered with Referment’s payment processor (currently Stripe) at sign-up, in advance and on the same calendar day of each billing cycle corresponding to the Plan. Failure of a charge for any reason may result in suspension of the Services in accordance with clause 3.5, and continued non-payment may result in termination in accordance with clause 3.4.

2.14 The Fees are payable in consideration of access to the Services on the basis of the Plan selected by the Client, and are not contingent on the number of Active Roles used, Candidates sourced, Candidates engaged, hires made, or the level of usage of the Services by the Client.

2.15 Except as expressly set out in this Agreement, all Fees are non-refundable and shall not be subject to reduction, credit, or proration as a result of non-use, partial use, suspension of hiring activity, or early termination of the Agreement by the Client.

3. Term and Termination

3.1 Unless terminated earlier in accordance with its terms, this Agreement shall commence on, and be effective as of, the Commencement Date and shall continue for an initial period equal to the billing cycle of the Plan selected by the Client (the “Initial Term”). The Term shall thereafter renew automatically for successive periods of the same length (each a “Renewal Term”) unless terminated by either Party in accordance with clause 3.2.

3.2 The Client may cancel this Agreement at any time before the end of the then-current Initial Term or Renewal Term, by giving written notice to Referment or by using the cancellation mechanism made available to the Client (for example, via Referment’s customer portal). Cancellation shall take effect at the end of the then-current Initial Term or Renewal Term, as the case may be. Referment may terminate this Agreement on no less than thirty (30) days’ written notice to the Client. Fees paid in respect of the then-current billing cycle are non-refundable on cancellation by the Client, without prejudice to either Party’s rights under clauses 3.3 and 3.4.

3.3 Either Party may terminate the Agreement immediately forthwith by notice in writing if:

the other Party commits a material breach of this Agreement (including a persistent breach which by reason of its persistence becomes material) and such breach: (i) is not capable of remedy; or (ii) if capable of being remedied, has not been remedied to the reasonable satisfaction of the other Party within thirty (30) days (or such other period as is reasonably specified by the other Party) after receipt by the defaulting Party of a notice from the other Party requiring such remedy; or
an Insolvency Event affecting the other Party occurs.

3.4 Referment may terminate the Agreement if the Client fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified to make such payment.

3.5 Referment may suspend the Client’s access to the Digital Recruiter and/or Services immediately upon written notice if:

the Client materially breaches this Agreement or uses the Digital Recruiter in a manner that could reasonably be expected to harm Referment’s systems, security, reputation, or compliance position;
such suspension is reasonably necessary to prevent or mitigate a data security risk, cyber incident, or legal or regulatory violation; or
Referment is required to do so by Applicable Law or by any regulator or supervisory authority.

Referment shall use commercially reasonable efforts to notify the Client of the reason for the suspension and, where the suspension arises from a matter capable of remedy, shall use commercially reasonable efforts to restore access promptly following resolution of the relevant issue.

3.6 Any suspension of the Client’s access to the Digital Recruiter or Services pursuant to this Agreement shall not constitute a termination of this Agreement.

Unless expressly agreed otherwise in writing by Referment, any such suspension shall not relieve the Client of its obligation to pay the Fees in accordance with this Agreement, and all payment obligations shall continue to apply during the period of suspension.

Where a suspension arises primarily as a result of Referment’s material breach of this Agreement, and such breach is not caused or contributed to by the Client, Referment shall act reasonably in considering whether a fee adjustment or service credit is appropriate for the affected period. If new legislation or regulatory guidance materially impacts the operation of the Digital Recruiter, Referment may temporarily suspend or amend the Services to ensure compliance. Referment shall not be deemed in breach for doing so, provided it gives the Client reasonable notice and uses reasonable efforts to restore equivalent functionality.

4. Consequences of Termination

4.1 Termination of this Agreement in accordance with its terms will not affect:

any accrued rights or liabilities of either Party at the date of termination or any provisions of this Agreement which are intended to remain in force after its termination; and
any accrued liability of the Client to pay any Fees properly due and payable by the Client up to the date of actual termination under the terms of this Agreement.

4.2 Upon termination or expiry of this Agreement, and without affecting the rights or remedies of any Party, each Party shall ensure that:

all materials, documents and other records and data (in whatever form) containing Confidential Information or Intellectual Property Rights of the other Party are destroyed or returned promptly to the other Party, at the other Party’s option, and no copies shall be retained by that Party; and
it will not use any Confidential Information or any material containing Intellectual Property Rights of the other Party and, in the case of Referment, any of the Client data or the Client IPR for any purposes following termination.

5. Confidentiality

5.1 Subject to Applicable Law, each Party will treat the other Party’s Confidential Information as strictly confidential and will not copy, disclose, reproduce or use it, except if the disclosure, copying, reproduction or use is:

to a Party’s personnel or any third-party service providers, to the extent necessary to perform or receive the Services (as applicable), or otherwise to perform that Party’s obligations under this Agreement, and provided that such personnel, advisors, potential financiers or third-party service providers are subject to confidentiality obligations equivalent to those in this clause;
required for the purpose of any court, arbitration, tribunal, alternative dispute resolution procedures or other civil proceedings connected with this Agreement;
approved in writing by the Party whose Confidential Information it is; or
subsequent to the Confidential Information becoming publicly available (other than because of a breach of this clause).

5.2 Each Party will promptly notify the other if there is a breach of the confidentiality obligations included in this clause.

5.3 The confidentiality obligations in this clause will continue in force for three (3) years after the Agreement is terminated.

5.4 In the event that either Party breaches any of its obligations under this clause:

the other Party shall be entitled to terminate this Agreement immediately by serving written notice to the infringing Party; and
notwithstanding any other clause and excluding any limitation on liability elsewhere in this Agreement, the infringing Party shall indemnify the other Party against all liabilities, costs, expenses, damages and losses suffered or incurred by the other Party as a result of any such infringing Party’s breach.

6. Data Protection

6.1 The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing shall be set out in the DPA.

6.2 All personal data to be processed by either Party in connection with this Agreement, shall be processed in accordance with the terms of the DPA.

7. Intellectual Property Rights

7.1 Each Party retains ownership of its own Intellectual Property Rights. For the avoidance of doubt, Referment owns all right and title to the Services and any Intellectual Property Rights therein. The Services shall expressly include the Digital Recruiter, and all rights title and interest in the Digital Recruiter including its architecture, model weights, training data (other than Client Data), and derivative models created during or after the Term, shall remain vested exclusively in Referment.

7.2 Nothing in this Agreement grants the Client any right to access or use the Digital Recruiter’s underlying models or training datasets except as expressly permitted for service use.

7.3 All existing and newly created rights in Intellectual Property Rights arising from its use or in connection with the Agreement, including all goodwill therein, shall inure to the benefit of the Party that owns the Intellectual Property Rights. Neither Party will take any action to register or otherwise interfere with the other Party’s interest in its Intellectual Property Rights or branding. All rights not expressly granted in the Agreement are expressly reserved by the respective Party having that right.

7.4 All Client data remains the Client’s property. Referment shall not use identifiable data for any other purpose without the Client’s written consent. Referment may use de-identified or aggregated data derived from use of the Services for analytics, model improvement and benchmarking, provided such data does not identify the Client or its personnel.

7.5 The Client shall not (and shall not permit any third party to): (i) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code, architecture or underlying ideas of the Digital Recruiter; (ii) access or use the Digital Recruiter for the purpose of creating a competing product or service; or (iii) benchmark or disclose performance results of the Digital Recruiter publicly without Referment’s prior written consent. Any breach of this clause shall be deemed a material breach incapable of remedy.

8. Liability

8.1 Nothing in this Agreement limits or excludes either Party’s liability (as applicable) for:

death or personal injury caused by its negligence;
fraud or fraudulent misrepresentation;
any other liability which cannot be limited or excluded by law.

8.2 Subject to clause 8.1 above, neither Party will be liable to the other Party whether in contract, delict (tort) (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:

loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of or damage to goodwill; or
any indirect or consequential loss.

8.3 Subject to clauses 8.1 and 8.2 above, the total liability of Referment to the Client in respect of all losses under or in connection with this Agreement (whether arising in contract, in negligence or any other tort, under statute or otherwise), shall not exceed one hundred percent (100%) of the total Fees paid or payable under the Agreement.

8.4 The Client acknowledges that the Digital Recruiter is a tool designed to support recruitment processes and that its outputs are generated automatically based on information supplied by the Client and/or third parties. The Client shall indemnify Referment against any claim, cost or liability (including legal fees) arising from or connected with any hiring or employment decision made by the Client, including any allegation of discrimination, misrepresentation or unfair treatment of a Candidate.

8.5 The Client agrees that: (i) the Digital Recruiter’s outputs are for information purposes only; (ii) Referment gives no representation or warranty that the outputs will be accurate, complete or suitable for any particular purpose; and (iii) the Client is solely responsible for verifying any output and for any decision, hiring, or reliance made in connection with it.

8.6 Except as otherwise expressly provided in this Agreement, all remedies available to a Party for breach of this Agreement are cumulative and may be exercised concurrently or separately and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. Notwithstanding the foregoing, neither Party shall be able to recover under the Agreement, or any other agreement between them, more than once in respect of the same losses.

9. Warranties

9.1 The Client acknowledges that the Digital Recruiter produces outputs based on probabilistic models and data available to it, and that such outputs may contain inaccuracies or omissions. The Services are intended to assist, not replace, human recruitment judgement.

9.2 Referment shall maintain a reasonable level of explainability of the Digital Recruiter’s decision-making process and, upon reasonable request, provide a non-technical description of the key input factors or model features relevant to a given Candidate recommendation.

9.3 Referment shall implement and maintain human-in-the-loop review procedures for high-impact or sensitive recommendations where automated processing could significantly affect a Candidate’s or Client’s interests.

9.4 The Client shall review all AI-generated recommendations and shall not rely solely on automated outputs to make employment or engagement decisions.

9.5 Each Party warrants, represents and undertakes on an ongoing basis that:

it has full capacity and authority and all necessary licenses, permits and consents (including, where its circumstances and procedures so require, the consent of its parent company, and all necessary governmental, administrative and regulatory authorisations) to enter into and perform this Agreement (including the grant of rights under the Agreement);
it will perform its obligations under the Agreement in accordance with all Applicable Law and Good Industry Practice; and
it is a company duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and that the Agreement is executed by its duly authorised representatives.

10. Severability

10.1 If any provision of the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, it shall (to the extent that it is invalid or unenforceable) be deemed to be severable and the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected. If the severed provision is fundamental to the achievement of the purpose of the Agreement, the Parties will negotiate in good faith to remedy the invalidity, illegality or unenforceability of the provision or otherwise amend the Agreement to give effect to its purpose.

11. Assignment, Contracting and Novation

11.1 Neither Party shall without the prior written consent of the other Party (such consent not to be unreasonably withheld) assign, transfer, charge or deal in any other manner with the Agreement or its rights under it, or purport to do any of the same or delegate any or all of its obligations under this Agreement, otherwise than in accordance with its provisions, provided that no consent shall be required in connection with any change of control of Referment.

12. Variation

12.1 The Agreement shall not be varied or amended unless such variation or amendment is agreed in writing and signed by each of the Parties (such Agreement not to be unreasonably withheld where changes are required to comply with Applicable Laws and any direction or requirement of a governmental, supervisory or regulatory authority).

12.2 Referment may vary the Fees from time to time by giving the Client not less than thirty (30) days’ written notice. Continued receipt of the Services after the effective date of any variation shall be deemed to constitute the Client’s acceptance of that variation.

13. Waiver and Remedies

13.1 The failure of either Party to insist upon strict performance of any provision of this Agreement, or the failure of either Party to exercise any right or remedy to which it is entitled hereunder, shall not constitute a waiver or abandonment thereof and shall not cause a diminution of the obligations established by this Agreement.

13.2 A waiver of any breach of the terms of this Agreement or of any default hereunder shall not be deemed a waiver or abandonment of any subsequent breach or default and shall in no way affect the other terms of this Agreement.

13.3 No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be a waiver and communicated to the other Party in writing.

14. Rights of Third Parties

14.1 The Parties do not intend that any term of this Agreement shall be enforceable by virtue of the Contracts (Right of Third Parties) Act 1999 by any person who is not a Party to it.

15. Survival

15.1 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect, which the Parties agree shall include but not be limited to the clauses of this Agreement relating to: limitations of liability, indemnities, warranties, data protection, confidentiality, intellectual property rights, governing law and this survival clause.

16. No Partnership or Agency

16.1 This Agreement does not create a relationship of employee/employer, joint venture, pooling arrangement, principal/agency relationship, partnership, association or trust between the Parties. Referment shall at all times be an independent contractor to the Client, and neither Party shall have the right to bind the other without the other’s express prior written consent.

16.2 Neither Party shall at any time hold itself or themselves out to be an employee, agent or representative of the other Party.

17. Entire Agreement

17.1 This Agreement constitutes the entire Agreement between the Parties in relation to its subject matter and supersedes any previous Agreement between the Parties with respect thereto, provided that all non-disclosure or confidentiality Agreement(s) entered into by the Parties prior to the date of this Agreement shall each continue to have effect in accordance with their terms until they terminate or expire in accordance with their terms. Without prejudice to the generality of the foregoing and to the extent permitted by law, this Agreement excludes any warranty, condition or other undertaking implied at law or by custom, usage or course of dealing.

17.2 Both Parties acknowledge and agree that in entering into this Agreement they have not relied on, and shall have no remedies in respect of, any statement, representation, warranty, assurance, covenant, indemnity, undertaking or commitment given or implied from anything said or written in communications between them prior to the date of this Agreement (whether made innocently or negligently) which is not expressly set out in this Agreement.

17.3 Nothing in this clause 17 excludes or limits a Party’s liability for fraud or fraudulent misrepresentation.

18. Governing Law and Jurisdiction

18.1 This Agreement (together with all documents to be entered into pursuant to it which are not expressed to be governed by another law) shall be governed by, construed and take effect in accordance with the law of England and Wales.

18.2 The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1, Data Processing Addendum

Background

(A) For the purposes of this Data Processing Addendum (“DPA”), Referment shall be deemed the “Data Discloser” and the Client shall be deemed the “Data Receiver”.

(B) The Data Discloser agrees to share the Personal Data with the Data Receiver on terms set out in this DPA.

1. Interpretation

The following definitions and rules of interpretation apply in this DPA.

1.1 Definitions:

Agreed Purpose: has the meaning given to it in clause 2.3 of this DPA.

Criminal Offence Data: means Personal Data relating to criminal convictions and offences or related security measures to be read in accordance with section 11(2) of the DPA 2018 (or other applicable Data Protection Legislation).

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant data protection or supervisory authority and applicable to a Party.

UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Personal Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Shared Personal Data.

Shared Personal Data: the Personal Data to be shared between the parties under paragraph 4 of this DPA.

Special Categories of Personal Data: the categories of Personal Data set out in the Data Protection Legislation.

Subject Rights Request: the exercise by a data subject of their rights under the Data Protection Legislation.

1.2 Controller, Processor, Information Commissioner, Data Subject and Personal Data, Processing and appropriate technical and organisational measures shall have the meanings given to them in the Data Protection Legislation.

1.3 The DPA forms part of the Agreement and shall have effect as if set out in full in the body of the Agreement. Any reference to the Agreement includes the Schedules.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5 In the case of any ambiguity between any provision contained in the body of the Agreement and any provision contained in the DPA, the provision in the body of this DPA shall take precedence.

2. Purpose

2.1 This DPA sets out the framework for the sharing of Personal Data when one Controller (the Data Discloser) discloses Personal Data to another Controller (the Data Receiver). It defines the principles and procedures that the parties shall adhere to and the responsibilities the parties owe to each other.

2.2 The Parties agree that this data sharing initiative is necessary and proportionate to support individuals with their recruitment needs. The purpose of the sharing is to enable the Data Receiver to assist Data Subjects more effectively in this regard. The initiative is fair, as it benefits Data Subjects by facilitating tailored support without unduly infringing their fundamental rights or freedoms.

2.3 The Parties agree to only Process Shared Personal Data, as described in this paragraph 2 of the DPA for the following purposes or as otherwise agreed between the Parties, including in accordance with the Agreement:

To enable the provision of the Services, including the sourcing, assessment, qualification, matching, and shortlisting of candidates for employment or engagement opportunities on behalf of Clients.
To allow the Digital Recruiter to process candidate information (including CVs, professional profiles, and communications) for the purposes of automated role matching, communication, and scheduling, in compliance with applicable Data Protection legislations.
To facilitate communication between Referment, the Client, and Candidates, including interview scheduling, feedback collection, and offer management.
To verify Candidate information, conduct compliance or background checks (where applicable and lawful), and maintain records of recruitment activity.
To improve and maintain the quality, performance, and accuracy of the Services and the Digital Recruiter, provided that such processing is carried out in aggregated or anonymised form where possible.
To comply with applicable legal or regulatory obligations, resolve disputes, and enforce the terms of the Agreement.
For such other limited purposes as may be reasonably necessary to provide the Services and as agreed in writing between the Parties from time to time.

The Parties shall not Process Shared Personal Data including for the purposes of solely automated decision making producing legal effects or similarly significant effects, or otherwise in a way that is incompatible with the purposes described in this clause (“Agreed Purpose”).

3. Compliance with National Data Protection Laws

3.1 Each Party must ensure compliance with applicable Data Protection Legislation at all times, including during the Term of this Agreement.

4. Shared Personal Data

4.1 The following types of Personal Data will be shared between the Parties during the Term of the Agreement:

Name and surname;
Contact details such as email; and
Telephone numbers.

4.2 Special Categories of Personal Data will not be shared between the Parties.

5. Lawful, Fair and Transparent Processing

5.1 Each Party shall ensure that it Processes the Shared Personal Data fairly and lawfully in accordance with 5.2 during the Term of the Agreement.

5.2 Each Party shall ensure that it has legitimate grounds under the Data Protection Legislation for the Processing of Shared Personal Data.

5.3 The Parties each agree to provide such assistance as is reasonably required to enable the other Party to comply with Subject Rights Requests within the time limits imposed by the Data Protection Legislation.

5.4 The Data Discloser shall, in respect of Shared Personal Data, ensure that it provides clear and sufficient information to the Data Subjects, in accordance with the Data Protection Legislation, of the purposes for which it will process their Personal Data, the legal basis for such purposes and such other information as is required by the Data Protection Legislation.

5.5 The Data Receiver undertakes to inform the Data Subjects, in accordance with the Data Protection Legislation, of the purposes for which it will process their Personal Data, the legal basis for such purposes and such other information as is required by the Data Protection Legislation.

6. Data Subject’s Rights

6.1 Each Party shall maintain a record of Subject Rights Requests it receives in connection with the Shared Personal Data, the decisions made and any information that was exchanged. Records must include copies of the request for information, details of the data accessed and shared and, where relevant, notes of any meeting, correspondence or phone calls relating to the request.

7. Data Retention and Deletion

7.1 The Data Receiver shall not retain or process Shared Personal Data for longer than is necessary to carry out the Agreed Purpose.

7.2 Notwithstanding 7.1, the Parties shall continue to retain Shared Personal Data in accordance with any statutory or professional retention periods applicable in their respective countries and/or industry.

8. Transfers

8.1 For the purposes of this clause, transfers of Personal Data shall mean any sharing of Personal Data by the Data Receiver with a third party, and shall include the following:

subcontracting the processing of Shared Personal Data; and
granting a third party Controller access to the Shared Personal Data.

8.2 If the Data Receiver appoints a third party Processor to Process the Shared Personal Data, it shall comply with the relevant provisions of the Data Protection Legislation and shall remain liable to the Data Discloser for the acts and/or omissions of the Processor.

9. Security and Training

Each Party shall, for the Term of the Agreement:

implement and maintain appropriate technical and organisational measures to prevent unauthorised or unlawful processing of, and accidental loss, destruction, or damage to, the Shared Personal Data, ensuring a level of security proportionate to the potential harm and the nature of the data; and
ensure that its staff are adequately trained to handle and process the Shared Personal Data in compliance with applicable Data Protection Legislation and guidance.

10. Personal Data Breaches and Reporting Procedures

10.1 The Parties shall each comply with its obligation to report a Personal Data Breach to the Information Commissioner or appropriate Supervisory Authority and (where applicable) Data Subjects under the Data Protection Legislation and shall each inform the other party of any Personal Data Breach that requires notification to the Information Commissioner or any Supervisory Authority or Data Subject(s) that concerns the data that is transferred subject to the Agreement.

10.2 The Parties agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any Personal Data Breach in an expeditious and compliant manner.

11. Review and Termination of the Agreement

11.1 On termination or expiry of the Agreement, each Party shall:

cease any further sharing of Shared Personal Data under this Agreement; and
securely return or delete any Shared Personal Data received from the other Party, unless retention is required by law or regulatory obligation.

12. Resolution of Disputes with Data Subjects and the Information Commissioner

12.1 In the event of a dispute, complaint or claim brought by a Data Subject or the Information Commissioner concerning the processing of Shared Personal Data against either or both Parties, the Parties will inform each other in writing about any such disputes, complaints or claims, and will cooperate with a view to settling them amicably in a timely fashion.

13. Warranties

13.1 Each Party warrants and undertakes that it will:

process the Shared Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments that apply to its Personal Data processing operations;
make available on request to the Data Subjects who are third party beneficiaries a copy or an extract of this DPA;
respond within a reasonable time and as far as reasonably possible to enquiries from the Information Commissioner or relevant Supervisory Authority in relation to the Shared Personal Data;
respond to Subject Rights Requests in accordance with the Data Protection Legislation, including where necessary: (i) advising the other party of any step(s) it should reasonably take in this regard; and (ii) where the legitimate ground relied upon is a Data Subject’s consent, the timely operation of an effective procedure if such consent is withdrawn; and
where applicable, pay the appropriate fee with the Information Commissioner and all relevant Supervisory Authorities to process all Shared Personal Data for the Agreed Purpose.

13.2 The Data Discloser warrants and undertakes that it is entitled to provide the Shared Personal Data to the Data Receiver for the Agreed Purpose, that the Shared Personal Data has been collected or otherwise obtained in compliance with the Data Protection Legislation, may be lawfully processed, disclosed and transferred as described in or in connection with the Agreement, and it will ensure that the Shared Personal Data is accurate.

13.3 The Data Discloser warrants and represents that should the Data Discloser be relying on the consent of data subjects to share the Shared Personal Data with the Data Receiver as part of the Shared Personal Data, it shall manage and maintain appropriately the data subject’s consent and shall promptly communicate any withdrawals of consent to the Data Receiver as applicable, in compliance with the Data Protection Legislation.

13.4 Except as expressly stated in this DPA, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the greatest extent permitted by law.

14. Indemnity

14.1 The Data Discloser and Data Receiver undertake to indemnify each other and hold each other harmless from any cost, charge, damages, expense or loss which they cause each other as a result of their breach of any of the provisions of this DPA.

15. Allocation of Cost

15.1 Each Party shall perform its obligations under this DPA at its own cost.

Contact

If you have any questions about these Terms, please contact us at clientservices@referment.com.