Referable terms of service

1.1. Our website (referable.ai) (Website), mobile app and platform (collectively the Platform) is operated and owned by Referable Limited coy no. 8132741. In these terms of service (as amended under clause 1.4) (Terms), Referable, we, us or our means Referable Limited, and you or your means you, the person (or person on whose behalf you are) accessing the Service (as defined below) and includes your personnel and Permitted Users.

1.2 These Terms apply to you when you access and/or use the Service (including as a trial), and set out how you may use and access the Service. By doing so:

a) you agree to these Terms; and

b) where your access and/or use is on behalf of another person you confirm that you are authorised to agree (and agree) to these Terms on that person’s behalf; and accordingly, you or that person (as relevant) agree to be bound by these Terms. If you do not agree to these Terms, you are not authorised to access and/or use the Service, and you must immediately stop doing so.

1.3. We may change these Terms at any time by notifying you of the change by publishing on the Website and/or by email. Any change takes effect from the date set out in the notice (unless stated otherwise). You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and/or use the Service from the date on which the Terms are changed, you agree to be bound by the Terms (as amended).

1.4. These Terms were last updated on March 15, 2023.

2.1. To use the Service (and other services or products provided by Referable), you must complete our order form and/or online registration, referencing these Terms (Order Form). These Terms govern your initial purchase on the Start Date, and any future purchases by you.

2.2. The Start Date is the date which is the earlier of (a) your initial access to the Service through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing these Terms.

In these Terms, unless the context requires otherwise:

Business Hours means business hours in the relevant Location, as specified in Schedule 1 (Location-specific Details).

Compliance means any legal compliance obligations the Service is subject to within the Locations of operation.

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, providing and/or using the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Referable Software. Your Confidential Information includes the Data.

Data means all data, content, and information (including personal information) owned, held, used and/or created by you or on your behalf that is stored using, or inputted into, the Service including, your Data Inputs under clause 6.4; but excludes (i) data gathered by Referable Software that is publicly available and stored by Referable in connection with providing the Service to you, (ii) Analytical Data (as defined in clause 6.3(a)) and (iii) Service Feedback under clause 8.4.

Data Integration Fee means the one-off upfront fee referred to in clause 7.1(a), and invoiced and payable in accordance with clause 7.

Fees means the applicable fees for the Service under clause 7.1 and set out in the applicable Order Form (or otherwise agreed in writing between you and us) or, if not, at www.referable.ai/pricing, as updated from time to time in accordance with clause 7.6.

Force Majeure means an event that is beyond the reasonable control of a party, excluding an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or a lack of funds for any reason.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Location means the relevant territory or country specified in the Order Form and Schedule 1 (Location-specific Details) within which this Service is provided in accordance with the Terms.

Objectionable includes being objectionable, defamatory, discriminatory, obscene, harassing, threatening, harmful, or unlawful in any way.

a party includes that party’s permitted assigns.

Permitted Users means your personnel who are authorised to access and use the Service on your behalf in accordance with clause 5.3.

a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

personal information means information about an identifiable, living person.

personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

Recruitment Process Outsourcing (RPO) means a service provided by another person or entity related to delivery of the Service.

Referable Software means the software owned by us (and/or our licensors) that is used to provide the Service.

Service means the service having the core functionality described on the Website (as updated from time to time), but primarily meaning the use of the Platform and/or the Referable Software for the purpose of recruitment or business development activities.

Subscription Fee means the monthly or annual fee for your use of the Service during the Subscription Period, and invoiced and payable in accordance with clause 7.

Subscription Period means the subscription period you have selected for the Service (e.g. annual, multi-year) (and renewed, as relevant, in accordance with clause 7.2).

Terms means these terms titled Referable Terms of Service (as amended from time to time) and the Order Form, as relevant.

Underlying Systems means the Referable Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.

Website means www.referable.ai (or such other site notified to you by us).

Year means a 12-month period starting on the Start Date or the anniversary of that date (as relevant).

Words in the singular include the plural and vice versa.

A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

4.1. We will provide the Service to you at the Location:

a) in accordance with these Terms and applicable law;

b) exercising reasonable care, skill and diligence; and

c) using suitably skilled, experienced and qualified personnel.

4.2. The Service is non-exclusive. Nothing in these Terms prevents us from providing the Service to others.

4.3. The Service is a recruitment sourcing service. It works broadly as follows (subject to any Location specific legal obligations):

a) you input your open job information and your relevant employee data into our Platform. You are responsible for keeping that information and data accurate, and up to date;

b) using our Platform, we provide you with relevant data comprising publicly available information of potential prospects for your review;

c) your personnel and Permitted Users review the prospects and identify relevant prospects for a short list (Short List) for your further review;

d) your personnel and Permitted Users provide feedback on the Short List as to which may be suitable as candidates for your job openings (those who are recommended as referable); those who are unknown to the employee; and those who are deemed unsuitable and not recommended). Your personnel and Permitted Users may also add confidential notes to assist in assessing their suitability for employment. For clarity, the information provided by your personnel and Permitted Users in clause 4.3(d) is, as between Referable and us, your Intellectual Property.

e) You are responsible for ensuring the privacy and confidentiality of the information and data on the Short List (which is accessed by your personnel and Permitted Users using an employee specific private URL and not to be shared or posted for the view of any other person). As part of this process your personnel will be required to confirm and accept the terms of privacy and confidentiality.

f) You identify those referable recommendations that you wish to approach about the job opening (Candidates), and move them into your internal applicant tracking system. For clarity, a Candidate that submits a cv in response to your approach is an applicant.

4.4. Subject to clause 4.5, we will use reasonable efforts to ensure the Service is available during Business Hours in the Location. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We will use reasonable efforts to notify you in advance of any unavailability (by publishing on the Website and/or by email).

4.5. The Service may interoperate with a range of third party service features, using web services and application programming interfaces (APIs). We do not warrant or represent the availability of those third party features. If a third party feature provider ceases to provide that feature (or to make it available on reasonable terms), we may stop making that feature available to you (and if we do, you are not entitled to a refund, discount or other compensation).

4.6. If you receive free access or a trial or evaluation subscription to the Service (a Trial), you may use the Service in accordance with these Terms (or separate Trial Agreement with us) for 14 days (or such other period granted by Referable) (the Trial Period). Trial Subscriptions (i) are permitted solely for your use to determine whether to purchase a paid subscription to the Service; (ii) may not include all functionality and features accessible as part of a paid Subscription Period. These Terms and your right to access and use the Service will terminate at the end of the Trial Period, if you don’t enter into a paid Subscription Period. We have the right to terminate a Trial Subscription at any time for any reason. Referable gives no warranty, indemnity, support or other obligations for, and has no liability arising out of or in connection with, a Trial.

4.7. Referable may, in its sole discretion, provide a Beta Offering. A Beta Offering means any part of the Service that is identified as alpha, beta, not generally available, limited release (or similar) which is made available by Referable on a closed or confidential basis, and which may not be supported, may be changed at any time without notice, may not be as reliable or available as the Service, and is not subject to the same security measures as the Service. Referable will have no liability arising out of or in connection with a Beta Offering. If you choose to use a Beta Offering, you do so at your own risk.

5.1. You and your personnel must:

a) use the Service in accordance with these Terms solely:

i) for your own internal business purposes, or if you are a Referable reseller, to provide services to your own customers on your platform or within your products/services (as agreed with us); and

ii) for lawful purposes (including complying with all applicable laws); and

b) comply with our Acceptable Data Use Policy (at www.referable.ai/ADUP). Any breach of that policy by you or on your behalf will constitute a material breach of these Terms.

c) not (and must not permit your end users to) (i) resell, sublicense, distribute or otherwise make available the Service (or data or information contained in or derived from the Service) to any third party, or otherwise commercially exploit the Service (except if you are a Referable reseller and your use is in accordance with clause 5.1(a)); (ii) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Service or otherwise attempt to discover any source code or trade secrets related to the Service; or (iii) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without our prior written consent;

d) not use the Service in a manner that is unethical or illegal under the laws of your Location and/or relevant jurisdiction (e.g. not used to conduct backdoor checks on job applicants after their application is submitted, or storing private information within the EU which may be in breach of GDPR requirements);

e) not use (or authorise or permit anyone to use) or license or make available data you obtain from us for the following purposes:

(i) Any evidentiary purpose related to law enforcement or criminal prosecution, such as to establish as an evidentiary matter that a particular person is associated with a particular data element (as you understand that such data elements may be subject to errors in accuracy, currency or transcription), provided that (subject to the foregoing restriction) such data may be used for investigative, analytics or validation purposes;

(ii) Any government defence or military intelligence purpose, including use by any national or state agency involved in defence, intelligence, or security; or

(iii) Use by any government agency that is to a substantial degree engaged in any of the foregoing activities (regardless of the purpose), provided however that you may contact us directly if you would like us to consider an exception to the above prohibitions, which we may do on a case-by-case basis.

(f) not (if you are a government agency or solution provider) not use the Service (and data provided by us) for any eligibility decision relating to assistance to natural persons for housing, food, energy, health care, license, education, medical costs or any other form of government assistance or benefit.

5.2. When accessing the Service, you and your personnel must:

a) not impersonate another person or misrepresent authorisation to act on behalf of others or us;

b) correctly identify the sender of all electronic transmissions;

c) not attempt to undermine the security or integrity of the Service or the Underlying Systems;

d) not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems and/or the ability of other users to use the Service;

e) not attempt to view, access or copy any material, data or intellectual property of the Service other than (i) that which you are authorised to access; and (ii) solely to the extent necessary for you to use the Service in accordance with these Terms; and

f) not use the Service in a manner, and not transmit, input or store any Data, in each case, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

5.3. You may authorise any other person to be a Permitted User by submitting a request to Referable.

a) You are responsible for deleting any Permitted User’s account that you no longer wish to have access (e.g. where an employee ceases working for you).

(b) You must procure each Permitted User’s compliance with clauses 5.1 and 5.2 and any other reasonable condition notified by us to you.

5.4. You are solely responsible for:

(a) All use (whether authorised or not) of the Service under your Referable account, including the quality and integrity of your Data; and the acts and/or omissions of your personnel. In particular, a breach of these Terms by your personnel (including, for clarity, a Permitted User) is deemed to be a breach of these Terms by you; and

(b) Procuring all licences, authorisations and consents required for you and your personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service.

6.1. You acknowledge that:

a) we may require access to the Data to provide the Service, exercise our rights and perform our obligations under these Terms; and

b) we may authorise our personnel to access the Data for this purpose to the extent that this is necessary but subject to clause 9.

6.2. You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 6. In particular, you represent and warrant that (i) the Data has been collected, processed and provided to us in accordance with all applicable privacy and data protection laws, and your privacy policy, and (ii) you have provided any required notices and obtained any required consents under applicable privacy and data protection laws concerning the collection, use, processing, transfer and disclosure of personal information contained in the Data.

6.3. You acknowledge and agree that:

a) we may:

i) use Data and information about your use of the Service to generate anonymised and aggregated statistical and analytical data (Analytical Data); and

ii) use Analytical Data for our internal research and service and/or product development purposes and to conduct statistical analysis and identify trends and insights; and

iii) supply Analytical Data to third parties;

b) our rights under clause 6.3(a) will survive termination or expiry of these Terms; and

c) title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

6.4. You acknowledge and agree that:

a) To the extent Data contains personal information, that in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the New Zealand Privacy Act 2020 and/or as a service provider and/or data processor for the purposes of any other applicable privacy and data protection laws. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.

b) In order to meet privacy and/or Compliance obligations in any Location in which the Service operates, individual prospect and/or candidate data is subject to becoming unavailable. For the purpose of illustration, should any candidate make their publicly available information private or delete it so that it is no longer publicly available, it shall also become unavailable to the Service.

c) While we will take standard industry measures to back up all Data stored using the Service, you must keep a separate back-up copy of all Data uploaded by you onto the Service.

d) We may store, and access, Data (including any personal information) in secure servers outside of your Location from time to time as an appropriate and acceptable measure for providing the Service.

e) For clarity, any Data you input into the Service:

i) such as comments, notes, rejections, recommendations or referrals specific to a potential candidate (Data Inputs); and

ii) via API integration with a third party application or service (including, for example, any CRM, ATS, HCM or other talent, customer, referral or lead management systems);

are, in each case, stored solely within your instance of the Service (and related database) and are not transferable to any other customer who subscribes to the Service. We may provide Data Inputs to you (including your Permitted Users and personnel) in a report format upon request.

f) You will maintain a comprehensive written information security program which contains appropriate safeguards to protect the Service and the Data against anticipated threats or hazards to security, confidentiality or integrity (such as unauthorised access, collection, use, copying, modification, disclosure, or unauthorised, unlawful, or accidental loss, acquisition, or damage).

6.5. If you reasonably believe an unauthorised access, acquisition, use, modification, disclosure, loss, or damage to any Data, or any other unauthorised processing of Data (Security Incident) has occurred:

a) You will (i) notify us promptly (and within 24 hours) in writing of the Security Incident; (ii) investigate the Security Incident and assist us with our investigations into the Security Incident; (iii) take all necessary steps to eliminate or contain the exposure of the Data or information contained in or derived from the Service; and (iv) keep us informed of the status of the Security Incident and all related matters.

b) You may not identify us as the source of the Data to any third party without our prior written consent, except as required by law, or to your professional advisors on a need to know basis.

6.6. You indemnify us against any liability, claim, proceeding, cost, expense (including legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

7.1. The Fees for the Service comprise:

a) Data Integration Fee – a one-time fee, payable within 7 days of Start Date, covering Data upload, integration and integrity checks to enable us to provide the Service to you.

b) Subscription Fee – a subscription fee, payable monthly or annually at the beginning of each month or year, as relevant, of the Subscription Period.

7.2. The Data Integration Fee and the Subscription Fee is set out in the applicable Order Form and will be paid by you within 7 days of invoice, unless (a) you are paying via Credit Card (as defined below) or (b) otherwise specified in the applicable Order Form. All fees are non-refundable, except as provided otherwise in these Terms. At the end of each Subscription Period, your Subscription will automatically renew for a further Subscription Period unless you cancel your right to use the Service prior to the end of the current Subscription Period in accordance with clause 12.1(b).

7.3. If you are purchasing the Service via credit, debit, or other payment card (Credit Card), the following terms apply:

(a) By providing Credit Card information and agreeing to purchase the Service, you authorise us (or our designee) to automatically charge your Credit Card on the same date of each month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Period for Fees accrued as of that date (if any) in accordance with the applicable Order Form. You acknowledge and agree that the amount billed and charged each month may vary depending on your use of the Service and may include subscription fees for the remainder of your applicable billing period and overage fees for the prior month;

(b) You acknowledge that for certain Credit Cards, the issuer of your Credit Card may charge a foreign transaction fee or other charges;

(c) If we are unable to collect the Fees from your Credit Card for any reason (including if it has expired, insufficient funds, or otherwise), you remain responsible for any uncollected amounts and we may, in our sole discretion, either (i) invoice you directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by you (if applicable) or (iii) suspend or terminate your subscription;

(d) You may change your Credit Card information by entering updated Credit Card information via the “Settings” page on the Dashboard;

(e) In addition to the termination rights in these Terms, you may terminate the Subscription Period by sending us notice of non-renewal in accordance with clause 12.1(b) or, if your Subscription Period is on a monthly basis (or if otherwise permitted by us), by terminating via the “Settings” page on the Dashboard, with termination effective at the end of the current Subscription Period. As set out in clause 4.6 (Trial Subscriptions), if you don’t enter into a paid Subscription Period following a Trial Period, these Terms and your right to access and use the Service will terminate at the end of the Trial Period and your Credit Card will not be charged;

(f) On termination or expiry of the Subscription Period, we will charge your Credit Card (or invoice you directly) for any outstanding Fees for your use of the Service during the Subscription Period, after which we will not charge your Credit Card for any additional fees.

7.4. The Fees exclude any applicable goods and services, value-added, sales or other similar tax, which you may be required to pay on taxable supplies. If you are required by applicable law to withhold any taxes from your payment, the relevant Fees will be increased so that after making any required withholdings, we receive and retain (free from any liability for paying taxes) an amount equal to the amount we would have received if no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

7.5. We may increase the Fees with effect from the start of a Subscription Period by giving at least 30 days’ prior notice. If you do not wish to pay the increased Fees, you may terminate your subscription and these Terms (and your right to access and use the Service) in accordance with clause 12.1(b), and if you don’t terminate, you are deemed to have accepted the increased Fees.

8.1. Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Platform, the Website, and all Underlying Systems, and all data or information contained in or derived from the Service (other than the Data) is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

8.2. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with exercising our rights and performing our obligations in accordance with these Terms.

8.3. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.

8.4. If you provide us with ideas, comments or suggestions relating to the Service, the Platform, the Website and/or the Underlying Systems (together Service Feedback):

a) all Intellectual Property Rights in that Service Feedback, and anything created by us as a result of that Service Feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and

b) we may use or disclose the Service Feedback for any purpose.

8.5. The Service may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.

9.1. Each party must, unless it has the prior written consent of the other party:

a) keep confidential the Confidential Information of the other party;

b) effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and

c) only disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis and, in that case, (i) ensure such personnel or professional advisor is aware of, and complies with, clauses 9.1(a) and 9.1(b), and (ii) shall be liable for the acts and/or omissions of such personnel or professional advisor.

9.2. The confidentiality obligation in clause 9.1 does not apply to any disclosure or use of Confidential Information:

a) for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;

b) required by law (including under the rules of any stock exchange);

c) which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

d) which was received from a third party without restriction and/or breach of any confidentiality obligation; or

e) by us if required as part of a sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.

10.1. Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

10.2. Referable warrants, for your benefit only, that the Service will operate in substantial conformity with the applicable Documentation. Our sole liability (and your sole and exclusive remedy) for any breach of this warranty will be, at no charge to you, for Referable to use commercially reasonable efforts to correct the reported non-conformity, or if Referable determines such remedy to be impracticable, either party may terminate the applicable Subscription Period and your sole remedy will be a refund of any fees you have pre-paid to use the Service for the terminated part of the relevant Subscription Period. The limited warranty in this clause 10.2 will not apply: (i) unless you make a claim within 30 days of the date on which you first noticed the non-conformity; (ii) if the error was caused by misuse, unauthorised modifications or third-party hardware, software or services, or (iii) for use provided on a no-charge, trial or evaluation basis.

10.3. To the maximum extent permitted by law:

a) The Service is provided “as is” and “as available” and our warranties are limited to those set out in these Terms. Referable makes no other warranties. All other conditions, guarantees or warranties (whether expressed or implied by statute or otherwise), including any warranty of merchantability or fitness for purpose or non-infringement are excluded and, to the extent that they cannot be excluded, liability for them is limited to the total Fees paid over the previous 12 months; and

b) we make no representation or warranty about the quality of the Service, that the Service will meet your requirements or be suitable for a particular purpose (including that the use of the Service will meet any statutory role or responsibility you may have); that your use of the Service will be uninterrupted or error-free; that it will be secure, free of viruses or other harmful code, uninterrupted or error free; or that we will review the Data for accuracy or that we will preserve or maintain the Data without loss or corruption.

10.4. You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade. The parties agree that:

a) to the maximum extent permissible by law, no consumer protection laws apply to the supply of the Service or these Terms; and

b) it is fair and reasonable that the parties are bound by this clause 10.4.

10.5. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:

a) supplying the Service again; and/or

b) paying the costs of having the Service supplied again.

11.1. Except for Excluded Claims (defined below):

a) Our maximum aggregate liability under or in connection with these Terms or relating to the Service, the Platform, the Website, and/or all Underlying Systems, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by you for the Service in the previous Year (which in the first Year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability). The cap in this clause 11.1 includes the cap set out in clause 10.3(a).

b) Neither party is liable to the other under or in connection with these Terms or the Service the Platform, the Website, and/or all Underlying Systems for any loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill, failure of security mechanisms, or interruption of business; or consequential, indirect, incidental or special damage or loss of any kind (even if informed of the possibility of such damages in advance).

11.2. Excluded Claims means any claim arising from personal injury or death; fraud or wilful misconduct; or a breach of clause 9 (confidentiality) (but excluding claims arising from operation or non-operation of a Service or relating to Data).

11.3. Clause 11.1(b) does not apply to limit your liability to pay the Fees; under the indemnity in clause 6.5 (Data); or for those matters stated in clause 11.2.

11.4. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

11.5. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.

12.1. Unless terminated under this clause 12, these Terms and your right to access and use the Service:

a) starts on the Start Date; and

b) continues for successive Subscription Periods until a party gives at least 7 days’ notice that these Terms and your access to and use of the Service will terminate at the end of the then-current Subscription Period.

12.2. If the subscription option you have selected includes a minimum initial term, the earliest date for termination under clause 12.1 will be the expiry of that initial term (subject to clause 7.6).

12.3. Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service, the Platform, the Website, and all Underlying Systems if the other party:

a) breaches any material provision of these Terms and the breach is not remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or capable of being remedied; or

b) becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

12.4. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

12.5. On termination of these Terms:

a) You must pay all Fees for the provision of the Service prior to that termination;

(b) No compensation is payable by us to you as a result of termination (for whatever reason), and you are not entitled to a refund of any Fees you have already paid.

(c) At the other party’s request (but subject to clause 12.6), a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control (except to the extent that a party has ongoing rights to use Confidential Information).

(d) You must delete all data you have received from us including data cached, and if requested sign a Data Deletion Agreement (Data Deletion Agreement). You agree that we have the right to perform an audit if we suspect that you are continuing to use our data.

(e) Within 14 days of termination by either party, i) Referable shall provide an exported CSV report containing Intellectual Property of the Client, limited to post-Short List candidate names and external links to online profiles so long as the candidates have been marked for referral, recommendation, rejection, or as unknown to employees. Any comments and notes added by the Client shall be included. For clarity, only the Intellectual Property of the Client shall be provided. ii) Referable shall delete your account and any data pertaining to your activity.

12.6. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service, the Platform, the Website, and all Underlying Systems and/or delete, edit or remove the relevant Data if we consider that you and/or your personnel have:

a) undermined, or attempted to undermine, the security or integrity of the Service, the Platform, the Website and/or any Underlying Systems;

b) used, or attempted to use, the Service, the Platform, the Website and/or any Underlying Systems for improper purposes; or in a manner, other than for normal operational purposes, that materially reduces the operational performance of any of them;

c) transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or

d) otherwise materially breached these Terms.

13.1. No party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

13.2. No person other than you and us has any right to a benefit under, or to enforce, these Terms.

13.3. For us to waive a right under these Terms, that waiver must be in writing and signed by us.

13.4. Subject to clause 6.4, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.

13.5. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing info@referable.ai.

13.6. These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with New Zealand law. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Service.

13.7. Clauses which, by their nature, are intended to survive termination of these Terms (including clauses 6.3, 6.5, 8, 9, 11, 12.4 to 12.6 and 13.6) continue in force.

13.8. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

13.9. Subject to clauses 1.4 and 7.6, any variation to these Terms must be in writing and signed by both parties.

13.10. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service, the Platform, the Website and/or any Underlying Systems that is not set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. Without limiting the previous sentence, the parties agree that it is fair and reasonable that the parties are bound by this clause 13.10.

13.11. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer. We may assign these Terms, in whole or in part, to an affiliate or other entity (including in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets) without your written consent.

13.12. You agree that we may use your trademark and/or trade name solely to identify you as a Referable customer and to explain the use case on our Website, in client lists and other marketing materials. Any other uses of your name and/or logo (other than as included in your content and/or other items you provided to us) require your prior written consent.