cord

INFORMATION ABOUT CORD

The Service is provided by Co-Hire Limited, a company registered in England and Wales (company number: 10187744) with its registered address at 134 Tooley Street, London, England, SE1 2TU ("cord," "we," "our," or "us"). cord and the Client are each a "party" and together the "parties" to this Agreement.

INTERPRETATION

In this Agreement, save where the context requires otherwise, the following words and expressions have the following meaning:

“Affiliate” means an entity controlled, controlling or under common control with a party, where "control" means at least 50% ownership or the power to direct an entity’s management;

"Agreement" means these terms of service, as amended from time to time;

"Annual Fees" means the fees quoted on our website when you complete an order for an annual subscription package to the Service or when you upgrade your subscription monthly package to an annual subscription package;

"Authorised User" means a person who is authorised by the Client to access the Service, and that is an (a) employee, advisor and contractor of the Client; and (b) any other person expressly agreed in the Order Summary;

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

"Business Hours" means the hours 9am to 5pm local time in England on Business Days;

"Client" or "you" means the company or other legal entity placing an order for access to the Service;

"Client Data" means the content and data (including any Intellectual Property Rights therein) that the Client or any Authorised Users make available to cord and that is hosted by cord in connection with the provision of the Service;

"Client IP" has the meaning given to it in clause 7.1(a);

"Client Materials" means all Materials provided by or on behalf of the Client to cord in connection with this Agreement, including Client Data;

"Commencement Date" means the date that you accept this Agreement;

"Confidential Information" means information which is identified as confidential or proprietary by either party, or by the nature of which is clearly confidential or proprietary;

"Contract Year" means a period that starts and ends on each anniversary of the Commencement Date;

"cord IP" has the meaning given to it in clause 7.1(c);

"Documentation" means the documentation that is made available to the Client by cord in connection with the Service, and which sets out a description of the Service and any user instructions for the Service;

"Data Protection Laws" means the EU GDPR, the UK GDPR any national implementing or supplementary legislation and any other applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the processing of personal data;

"Fees" means the Annual Fees, Monthly Fees or, if applicable, the fees pursuant to your Legacy Pricing Model;

"GDPR" means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (the "EU GDPR") and, where applicable, the "UK GDPR" as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018;

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

"Legacy Pricing Model" means, in respect of clients who received a quote for the provision of Service prior to the introduction of the current model available on the pricing page, their agreed fee schedule;

"Materials" means software, firmware, tools, documentation, reports, data, diagrams, images, videos, procedures, plans and other materials in any form;

"Monthly Fees" means the fees quoted on our website when you complete an order for a monthly subscription package to the Service;

"Sensitive Data" means any: (a) special category personal data as defined in the GDPR; (b) patient, medical or other protected health information regulated by the US Health Insurance Portability and Accountability Act (as amended); (c) social security numbers or other government identity document numbers; or (d) any data similar to the above protected under foreign or domestic laws;

"Service" has the meaning given to it in the introduction;

"Taxes" means any form of taxation of whatever nature and by whatever authority imposed, including any interest, surcharges or penalties, arising from or relating to this Agreement or the Service, other than taxes based on the net income of cord;

"Term" means the period from the Commencement Date until the effective date of termination or expiry of this Agreement;

"Third Party Sites" has the meaning given to it in clause 6.3;

"UK GDPR" means the Data Protection Act 2018, as well as the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419);

"User Account" means an account set up by the Client with an ID and password that an Authorised User uses to access the Service; and

"Virus" means any thing or device (including any software, code, file or program) 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 program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including works, Trojan horses, viruses and other similar things or devices.

TERM

This Agreement shall commence on the Commencement Date and, subject to earlier termination in accordance with clause 11, shall continue for one (1) month in the case of monthly subscription packages and twelve (12) months in the case of annual subscription packages. Thereafter, this Agreement shall automatically renew for additional terms of the same respective length unless and until:
1. cord gives you at least thirty (30) days' prior written notice of its intention to terminate before the end of the then-current term (after such period the Agreement shall terminate); or
2. it is terminated by either party in accordance with clause 11.
Upon expiration of the term for either reason set out in clause 3.1 above, you will have access to the Service until the end of the then-current monthly or annual term (as applicable).
At any time during the Term of a monthly subscription package, you may upgrade to an annual subscription package which will take effect on the expiry of the then-current monthly term.

ACCESS TO THE SERVICE

cord grants the Client a non-exclusive, non-transferable licence for the duration of this Agreement to access, use, and permit Authorised Users to access and use the Service, in accordance with and subject to the terms and conditions of the Agreement, for the Client's internal business purposes.
The Client may not sublicence the rights granted in clause 4.1 other than to allow Authorised Users to access and use the Service.
The Client may grant Authorised Users access to the Service provided that the Client:
1. ensures that all Authorised Users are aware of the terms of the Agreement and act in compliance with them; and
2. ensures that cord is not liable to the Authorised Users in any way.
The Client must treat any username and password used to access the Service or a User Account as Confidential Information, and must not disclose such information to any third party (other than to Authorised Users) and must take appropriate safeguards in accordance with good industry practice to prevent unauthorised access to the Service.
The Client must prevent any unauthorised access to, or use of, the Service, and must promptly notify cord in the event of any such unauthorised access or use. If the Client has any concerns about the login details for any User Account, or thinks any of them may have been misused, the Client shall notify cord at support@cord.co. The Client must immediately notify cord if the Client becomes aware that the login details of any Authorised User are lost, stolen, or otherwise compromised.
The Client shall indemnify and defend cord, and its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer's fees) arising out of a claim brought by an Authorised User or any other third party relating to the Client's use of the Service (except to the extent caused by cord's negligence).
When Authorised Users use the Service to view, send, store or receive information relating to candidates (including CVs and messages), cord may use such information for its internal use for the following purposes (without limitation): data analysis, quality control, and to refine the Service. Using information in this way helps cord to provide better search results and listings for hiring teams and candidates.

AVAILABILITY AND SUPPORT

cord will use commercially reasonable endeavours make the Service available 24 hours a day, seven days a week with an uptime rate of 99%, except for:
1. planned maintenance for which seventy-two (72) hours' notice will be given; and
2. unscheduled maintenance during Business Hours or otherwise, for which cord will use reasonable endeavours to give the Client advance notice.
cord will provide the Client with cord's standard customer support services from time to time during Business Hours. The Client shall provide all support reasonably required by cord to perform such support services, including providing reasonably detailed descriptions of issues and updates on the performance of the Service.

CLIENT'S OBLIGATIONS

The Client:
1. must comply with all applicable laws and regulations with respect to its use of the Service and its activities under the Agreement;
2. must use the Service in accordance with the terms of the Agreement and shall be responsible for any acts and omissions in connection with the use of the Service by its Authorised Users or other personnel;
3. must ensure that the Client ends an Authorised User's right to access and use the Service, if the Authorised User ceases its employment or other relationship with the Client;
4. must notify cord in writing if there are any changes to any of the Client's contact details;
5. must ensure that its network and systems, including its internet browser and operating systems, comply with any relevant specifications provided by cord in writing (including e-mail) from time to time;
6. is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Service; and
7. must not do, or allow any Authorised Users or other persons to do, any of the following:
  1. copy, reproduce, distribute or re-sell any content on the Service;
  2. access, store, distribute, or transmit any Virus through the Service;
  3. advocate, promote or engage in any illegal, harmful, indecent or unlawful conduct (including in your user-generated content), including any unlawful activity, abusive, discriminatory, threatening, invasive or offensive behaviour, use of harmful, violent or sexually explicit content or imagery, or any other conduct that, in cord's opinion, causes or is likely to cause harm, damage or injury to any person or property;
  4. collect any data from the Service other than in accordance with this Agreement (including by any automated or non-automated "scraping");
  5. submit any Sensitive Data to the Service;
  6. use any automated system, including without limitation "robots", "spiders" or "offline readers" to access the Service in a manner that send more request messages to the Service than a human can reasonably produce in the same period of time; or
  7. attempt to interfere with or compromise the integrity or security of the Service,
and cord reserves the right, without liability or prejudice to its other rights under the Agreement, to disable all or any User Accounts or access to all or any part of the Service by any Authorised User, for any breach of any provision of this clause 6.1(g).
cord may monitor the Client's and Authorised Users' use of the Service to ensure the quality of, and improve, the Service, and verify the Client's compliance with the Agreement.
The Service may contain links to, or call the servers of, third party websites, data or services that are not under cord's control, solely at the direction of and/or as a convenience to the Client ("Third Party Sites"). As such, cord is not responsible for, and makes no express or implied warranties with regard to, the information, content or other material, products, or services that are contained on or are accessible through, or the policies regarding use and privacy in respect of, Third Party Sites. Access to and use of Third Party Sites, including information, content, material, products, and services on such websites or available through such websites, is solely at the Client's risk.

INTELLECTUAL PROPERTY RIGHTS

Intellectual Property Rights in the Service:
1. The Client is the owner or licensee of all Intellectual Property Rights in the Client Materials (the "Client IP"). Modifications and enhancements to Client IP shall form part of the Client IP. Except as expressly set out in this Agreement, the Client does not grant cord any rights to or licences in respect of the Client Materials or Client IP.
2. The Client grants cord a non-exclusive, non-transferable, worldwide, royalty free licence during the Term to use (and to sub-license its subcontractors to use) the Client IP for the purpose of performing its obligations under this Agreement. The Client warrants that it has all necessary rights, licences and consents in order to grant the licence to Client IP set out in this clause 7.1(b).
3. cord is the owner or licensee of all Intellectual Property Rights in and to the Service, the cord Materials and any other Intellectual Property Rights made available to the Client by or on behalf of cord (the "cord IP"). Modifications and enhancements to cord IP shall form part of the cord IP. Except as expressly set out in this Agreement, cord does not grant to the Client any rights to or licences in respect of the Service, cord Materials or cord IP.
4. cord grants the Client a non-exclusive, non-transferable, worldwide, royalty-free, non-sublicensable licence during the Term to access and use, and to allow the Authorised Users to access and use, the Service, the Documentation and cord IP as required to enable the Client to use the Service for its internal business purposes. The Client may make as many copies of the Documentation as the Client considers necessary for an Authorised User to make full use of the Service and for backup, testing and security purposes.
The Client will not, and shall procure that its Authorised Users shall not, when using the Service:
1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means;
2. attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Service;
3. access all or any part of the Service in order to build a product or service which competes with the Service, or use or attempt to use the Service to directly compete with cord; or
4. erase or remove any proprietary or intellectual property notice contained in the Service.
The Client grants cord a licence to access, download and use the Client Data for the purposes of providing the Services to the Client (including analysing the Client Data in accordance with the functionalities of the Service), developing, testing, improving and altering the functionality of the Services, and producing anonymised and aggregated statistical reports and research.
The Client shall maintain a backup of the Client Data and cord shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Client Data.
The Client agrees to provide regular feedback to cord in relation to its use of the Services. By submitting feedback, the Client acknowledges that cord may use and allow others to use this feedback in the Services or otherwise without any restriction and without payment of any kind to the Client.

DATA PROTECTION

By using the Service, the Client will have access to candidate personal data. The Client acknowledges and agrees that, for the purposes of Data Protection Laws, it shall be an independent controller of such data and shall be solely responsible for compliance with its obligations as a controller under Data Protection Laws.
For the purposes of this clause, the terms "controller", "processor", "personal data" and "process" shall have the same meaning as set out in the EU GDPR.

CONFIDENTIAL INFORMATION

Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:
1. is or becomes publicly known other than through any act or omission of the receiving party;
2. was in the other party's lawful possession before the disclosure;
3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
5. is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.
Each party shall hold the other party's Confidential Information in confidence and, unless required by law, shall not make the other party's Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.
Each party shall take all reasonable steps to ensure that the other party's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
Each party shall take a backup of its own Confidential Information and shall not be responsible to the other party for any loss, destruction, alteration, or disclosure of Confidential Information.

FEES AND PAYMENT

The Client will pay the Fees for the Service by completing cord's online checkout process. All Fees are non-cancellable and non-refundable.
Additional conversations conducted by the Client beyond the applicable limit for the Client's then-current subscription package shall incur additional fees in accordance with the pricing model made available on cord's website from time to time.
All amounts and Fees stated or referred to in the Agreement or on the cord website are payable:
1. in British pounds sterling (GBP) if your company is registered in the UK or Europe; or
2. in US dollars (USD) if your company is registered in the United States or otherwise outside the UK and Europe, in each case, Fees are exclusive of Taxes unless otherwise expressly stated, which shall be paid at the same time as payment of the Fees. USD and GBP fees can be viewed via the toggle function on our pricing page. If you are based in the US, please refer to the US Employer Terms which you can access at the top of the page.
For clients that have agreed to a Legacy Pricing Model, the Legacy Pricing Model shall continue in effect for the Term unless otherwise agreed in writing by the parties.
From the first anniversary of the Commencement Date and for each Contract Year thereafter, cord may increase the Fees or Rate Card fees by the greater of three percent (3%) or the Consumer Price Index, where "Consumer Price Index" means the average rate of the consumer price index for the twelve (12) months preceding each anniversary of the Commencement Date published by the UK Office for National Statistics.

SUSPENSION AND TERMINATION

The Client may pause its subscription or terminate this Agreement directly in its cord account settings. After initiating a termination request, the Client will continue to have full access to the Service until the end of the current billing period when this Agreement shall terminate. After such termination, the Client will be unable to initiate contact with new candidates but will be able to continue messaging any candidates with whom they have already started conversations (and the terms of this Agreement shall continue to apply to such usage).
The Client may reactivate its subscription at any time after cancellation. Any issues relating to cancellations can be raised with billing@cord.co or support@cord.co.
Without prejudice to any other rights and remedies available to cord, cord may terminate the Agreement by notice with immediate effect, or such notice as cord may in its sole discretion elect to give, if the Client:
1. fails to pay any sum due to cord and such sum remains outstanding for a further seven (7) days following notice requiring such sum to be paid;
2. infringes cord's intellectual property rights in the Service;
3. is in breach of clause 7.2;
4. is in breach of any applicable law.
Without prejudice to any other rights and remedies available to cord, cord may immediately suspend any User Account, and the Client's or any Authorised User's right to access and use the Service without giving prior notice to the Client, if:
1. cord has not received payment in full within thirty (30) days of the date of the relevant invoice, and cord shall be under no obligation to provide any access to the Service while the relevant sum remains unpaid;
2. the Client is in material or persistent breach of any of the terms of the Agreement;
3. in cord's reasonable determination, the Client is suspected of being in material breach of any of the terms of the Agreement,
and for the purposes of this clause 11.4, the parties acknowledge that any breach of clause 7.2 will be a material breach of the Agreement.
Without prejudice to any other rights and remedies available to it, either party may terminate the Agreement at any time with immediate effect on giving notice in writing to the other party, if that other party:
1. is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or, if capable of remedy, the other party fails to remedy the breach within thirty (30) days after receiving written notice requiring it to remedy the breach; or
2. becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
On termination of the Agreement for any reason:
1. (save as set out in clause 11.1) all rights and licences granted under the Agreement shall immediately terminate and the Client's right to access and use, and grant Authorised Users the right to access and use the Service will end;
2. each party shall return to the other party or (at the other party's request) destroy, and make no further use of, any Confidential Information (and all copies thereof) belonging to the other party (provided that each party may retain documents and materials containing Confidential Information to the extent required by law or any applicable governmental or regulatory authority).
cord shall permit the Client to download any Client Data from the Service for a period of fourteen (14) days after the expiry or termination of the Agreement. cord may thereafter:
1. delete any Client Data at any time; or
2. retain Client Data upon expiry or termination of the Agreement in order to comply with applicable law, or as cord may deem necessary to prosecute or defend any legal claim (in which case cord may retain Client Data for a reasonable period of time pending resolution of such obligation or issue).
Termination of the Agreement for whatever reason shall not affect any rights or remedies of the parties that have accrued up to the date of termination.
Any provision of the Agreement that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of the Agreement shall survive and continue in full force and effect.

LIMITED WARRANTY

cord undertakes to make the Service available in accordance with clause 5.1 and with due skill and care. The Client's sole and exclusive remedy, and cord's sole liability, with respect to any failure by cord to provide the Service in accordance with clause 5.1 is for cord to use commercially reasonable efforts to repair the affected part of the Service so that it is available in accordance with clause 5.1.
Other than as set out in clause 12.1, the Service are provided on an "as is" and "as available" basis and cord gives no representations, warranties, conditions or other terms of any kind in respect of the Service, whether express or implied, including (but not limited to) warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement, or warranties as to any minimum number of hires or yield.
Except as expressly provided for in the Agreement:
1. all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; and
2. cord will not be responsible for any interruptions, delays, failures, or non-availability affecting the Service or the performance of the Service which are caused by third party services (including Third Party Sites), errors or bugs in third party software, hardware, or the Internet on which cord relies to provide the Service, or any changes to the Service made by or on behalf of the Client, and the Client acknowledges that cord does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.

LIABILITY

Subject to clause 13.2, neither party will be liable to the other party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss arising under or in connection with the Agreement in conditions that fall into any of the following categories: loss (whether direct or indirect) of profit, goodwill, business, business opportunity, revenue, turnover or reputation; loss (whether direct or indirect) of anticipated saving or wasted expenditure; loss of or damage to data; or any special, indirect or consequential damage or loss, costs or expenses.
Nothing in the Agreement excludes or limits either party's liability for death or personal injury caused by that party's negligence, or for fraud or fraudulent misrepresentation.
cord's total aggregate liability, in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any and all claims arising under or in connection with the Agreement shall in all circumstances be limited to the Fees paid and payable by the Client in the Term.

CHANGES TO THE SERVICE

The Client recognises that cord is always innovating and finding ways to improve the Service with new features and services. The Client therefore agrees that the Service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Service.

GENERAL

Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

Written communications. Applicable laws may require that some of the information or communications that cord sends to the Client should be in writing. When using the Service, the Client accepts that communication with cord will mainly be electronic. cord will contact the Client by e-mail. For contractual purposes, the Client agrees to this electronic means of communication and the Client acknowledges that all contracts, notices, information and other communications that cord provides to the Client electronically comply with any legal requirement that such communications be in writing.

Notices. All notices given by the Client to cord must be submitted to support@cord.co. cord may give notice to the Client at the e-mail or postal address the Client provides to cord. Notice will be deemed received and properly served immediately 24 hours after an e-mail is sent or three (3) days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee. cord may also post operational notices on the Service.

Events outside a party's control. Neither party shall be liable to the other party for any delay or non-performance of any of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, Internet failure, act of God, act of a third party unless an approved sub-contractor of cord, governmental act, war, fire, flood, explosion, or civil commotion. Notwithstanding the foregoing, nothing in this clause shall excuse the Client from any payment obligation under the Agreement.

Third party rights. Other than as expressly stated in the Agreement, a person who is not a party to the Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

Waiver. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

Severability. If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions of the Agreement shall not be prejudiced.

Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, misrepresentation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in this Agreement.

Law and jurisdiction. This Agreement shall be governed by, and construed in accordance with, English law, and each party hereby submits to the exclusive jurisdiction of the courts of England.

CORD – TERMS OF SERVICE – EMPLOYER