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Master Subscription Agreement

This agreement governs the use of our services, including the free trial.

1. Header Information

This Agreement was last updated on February 1, 2020. It is effective between You and Accelerate as of the date of You accepting this Agreement (the “Effective Date”).

This is an agreement between:

Accelerate Systems Limited of International House, 64 Nile Street, London, N1 7SR ("I/We/Us" in this Agreement)

and

You as the company using our services ("You" in this Agreement).

2. Overview

These are the terms and conditions referred to in your order ('Order') for Us to supply You with candidate evaluation solutions ('Services').

They describe the terms on which We will supply the Services to You, and they explain our liability to You if We fail to meet these standards. They also explain what You have to do.

In this agreement the following terms have the following definitions:

  • Candidate Data: Information collected about a candidate. This includes performance metrics, source code and video recording.
  • Coding Challenge Platform: The technical system that enables You to assess a candidate and access information about their performance.

3. The Contract

3.1 The Order is your offer to buy the Services from Us on these Conditions, and You must make sure that the Order (and in particular any specification that forms part of your Order) is correct.

3.2 When We send You a written acceptance, You have a binding Contract with Us, and these Conditions are part of it.

3.3 This Contract is our entire Agreement. No previous statements or representations that We have made to You form part of the Contract unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.

3.4 If We have given You a quotation for the Services, it is only valid for 15 days from its issue date. It is not an offer to supply the Services to You.

3.5 If either of Us needs to give the other a notice under the Contract ('Notice'), the Notice must be given properly to be effective. Clause 13.4 explains how to give a proper Notice.

4. Our Services

4.1 We will supply the Services to You that are set out in the Contract and do what We reasonably can to manage and complete the Services.

4.2 We can change the Services if necessary to comply with any regulations, or if our changes don't affect the nature and quality of the Services. If We decide to make a change, We will tell You in a Notice.

4.3 We will appoint a project manager to liaise with You.

4.4 We agree that candidate reports will be made available to You no more than 24 hours following a candidate performing a coding challenge.

4.5 We will back up and store Candidate Data for the duration of this Agreement. Any backup will be deleted upon termination.

5. Your Obligations

5.1 You must do the following things:

  • 5.1.1 co-operate with Us so that We can supply the Services properly;
  • 5.1.2 appoint your own project manager to liaise with ours;

5.2 You won't try to solicit or employ any of our employees or sub-contractors who have been working on the Project either during the Contract or for at least 12 months after the Contract has ended.

6. Changes

6.1 If either of Us wants to change our Services, it must tell the other in a Notice. We will then give You a written estimate which will tell You:

  • 6.1.1 how long We think it will take to make the change;
  • 6.1.2 if the change will also mean a change in our charges;
  • 6.1.3 other important changes;

6.2 You agree that We can make reasonable changes that We have told You about in our Notice.

6.3 If You want Us to change, We must agree to the changes in writing.

7. Charges

7.1 We will charge you the fees set out in the Order.

7.2 We can also charge You for the cost of materials and for all other reasonable expenses that We incur to supply the Services (for example, travel, subsistence, accommodation and the cost of Services supplied by others). We will also add VAT.

7.3 We can increase our charges on giving you no less than three months notice prior to each renewal period.

7.4 You must pay Us in full within 30 days of the invoice date. Time of payment is of the essence.

7.5 If You fail to pay on time, We may charge You interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment, whether before or after any court judgment on the debt. The interest will be earned daily and You must pay it all with the overdue amount.

7.6 You are not allowed to hold back any payment due to Us as a set-off or credit or counterclaim unless the law allows it. However, We may set off any amount You owe Us against any amount We owe You.

8. Intellectual Property

8.1 We own all intellectual property rights arising from our Services.

8.2 Your use of intellectual property rights owned by someone else depends upon Us getting a licence from the owner for You to use those rights.

8.3 We give You a free, non-exclusive, world-wide licence to use intellectual property as much as is necessary for You to make reasonable use of our Services. But this licence will end when the Contract ends.

8.4 You agree to grant Us a free, non-exclusive, world-wide licence to use, reproduce, adapt, modify, publish and distribute any data acquired through the use of the Services.

8.5 You acknowledge that the inner workings of the Coding Challenge Platform represents intellectual property and should not be reproduced in any form.

8.6 We provide you with a licence to use the Coding Challenges mentioned in the Order to assess candidates. This does not grant You the right to reproduce the Coding Challenges or distribute them via other means apart from the Coding Challenge Platform.

9. Confidentiality

9.1 We each agree to keep the other's confidential information and knowhow confidential, and not to disclose it to anyone else unless they need to know about it to carry out this Contract. This Agreement continues after the rest of the Contract has ended.

10. Participant Data

10.1 In providing the Services we do not store or collect personal information about candidates you may be dealing with, nor do we collect any information that may identify individual candidates. In the event that any such information is captured we will remove it where it is reasonable apparent or where it is brought to our attention.

10.2 We may employ an anonymous online chat system to support the Services that may be contacted by individual candidates. Records of any conversations will be kept confidential.

10.3 You are responsible for communications with individual candidates necessary to undertake the Services. You agree to share non personal information which may identify an individual with candidates. This may include the anonymized performance reports generated by the Services.

11. Financial Problems and Breach

11.1 If any of the events listed below takes place, or if We think that any of them is likely to happen, We can cancel or suspend our Services or send You a Notice to end the Contract straight away and You must immediately pay Us all sums that You owe Us for Services We have supplied to You.

The events are:

  • 11.1.1 You stop, or threaten to stop, paying your debts (this includes your failure to pay Us for the Services on time as set out in clause 7);
  • 11.1.2 You are unable to pay your debts as they fall due, or are deemed to be unable to pay your debts within the meaning of the Insolvency Act 1986;
  • 11.1.3 You negotiate with any creditors to reschedule your debts, or You enter into any arrangement or compromise with your creditors concerning your debts;
  • 11.1.4 a petition is filed, a notice is given, a resolution is passed or an order is made for your winding-up (other than as part of a solvent amalgamation), or for your bankruptcy;
  • 11.1.5 one or more of your creditors or charges of any kind becomes entitled to appoint an administrative receiver or takes possession of any of your assets, or any other legal action is taken against your assets;
  • 11.1.6 a court application or order is made for the appointment of an administrator over You and your affairs;
  • 11.1.7 You stop carrying on business, or threaten to do so;
  • 11.1.8 (if You are an individual) You die or lose physical or mental capacity;
  • 11.1.9 You seriously breach your Contract with Us.

11.2 Similarly, if We do any of the things listed in clause 10.1, You can send Us a Notice to end the Contract straightaway.

12. Liability Limitations

12.1 We will not be liable to You for any loss of profit or any consequential loss arising from our Contract with You, and our total liability to You under the Contract will not exceed the value of the fees paid by You to Us.

12.2 These Conditions do not limit our liability for death, personal injury caused by our negligence, fraud, breach of the terms implied by section 2 of the Sale of Goods and Services Act 1982 (title and quiet possession) or any other matter that the law says We can't exclude. But otherwise, any warranties or terms which are implied into this Contract by any piece of law are excluded.

12.3 Neither of Us will be liable to the other for failure or delay in carrying out this Contract which is caused by an event beyond our reasonable control, which We could not have foreseen or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, malicious damage, or default of suppliers or sub-contractors.

13. General

13.1 We are allowed to assign, transfer, charge or sub-contract our rights and obligations under this Contract, but You may not do any of these things unless We have previously agreed in writing that You can.

13.2 Nobody other than We and You may rely on any terms of this Contract.

13.3 Changes to the Contract are only binding if We agree them in writing, sign them and give You a copy.

13.4 If either of Us wishes to give a notice to the other under the Contract, We must give it in writing and either deliver it or send it by first class post to the other's registered office (or another address specifically given to the sender for this purpose). Delivery by post will be regarded as completed by 9:00 am on the second day after posting. This arrangement does not apply to the service of any documents in legal proceedings.

13.5 Delay in exercising a right under the Contract will not take away that right or any other right.

13.6 The Parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this Agreement or any breach of it.

13.7 If any such dispute cannot be settled amicably through ordinary negotiations between the Parties, or either or both is or are unwilling to engage in this process, either Party may propose to the other in writing that structured negotiations be entered into with the assistance of a fully accredited mediator before resorting to litigation.

13.8 If the Parties are unable to agree upon a mediator, or if the mediator agreed upon is unable or unwilling to act and an alternative mediator cannot be agreed, any party may within 14 days of the date of knowledge of either event apply to LawBite to appoint a mediator under the LawBite Mediation Procedure.

13.9 Within 14 days of the appointment of the mediator (either by mutual agreement of the Parties or by LawBite in accordance with their mediation procedure), the Parties will meet with the mediator to agree the procedure to be adopted for the mediation, unless otherwise agreed between the parties and the mediator.

13.10 All negotiations connected with the relevant dispute(s) will be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.

13.11 If the Parties agree on a resolution of the dispute at mediation, the agreement shall be reduced to writing and, once signed by the duly authorised representatives of both Parties, shall be final and binding on them.

13.12 If the Parties fail to resolve the dispute(s) within 60 days (or such longer term as may be agreed between the Parties) of the mediator being appointed, or if either Party withdraws from the mediation procedure, then either Party may exercise any right to seek a remedy through arbitration by an arbitrator to be appointed by LawBite under the Rules of the LawBite Arbitration Scheme.

13.13 Any dispute shall not affect the Parties' ongoing obligations under the Agreement.

13.14 The Contract is governed by English law and the courts of England and Wales will have exclusive jurisdiction to deal with any disputes arising from it.