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Between OXIWAY LIMITED and the Customer

PRIVATE AND CONFIDENTIAL – SUBJECT TO CONTRACT

OXIWAY LIMITED incorporated and registered in England and Wales with a company number 08286045 whose registered office is at F26 R27 Atlas Building, Harwell Oxford, Didcot, United Kingdom, OX11 0QX (trading as MeVitae) (“MeVitae”);

And

The Customer As Identified In The Order Form

BACKGROUND

1. MeVitae has developed certain software applications and platforms in relation to a deep tech solution aimed at detecting talent in organisations without bias (cognitive and algorithmic) .

2. The Customer wishes to use MeVitae's service in its business operations.

3. MeVitae has agreed to provide and the Customer has agreed to take and pay for MeVitae's service subject to the terms and conditions of this Agreement.

AGREED TERMS

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause 1.1 apply in this Agreement.

1.1.1 “Applicable Law” means any laws or regulations, regulatory policies, mandatory guidelines, industry standards or codes of practice which apply to the obligations of each of the Parties under this Agreement or its subject matter and are in force from time to time;

1.1.2 "ATS" means the applicable application tracking system which the Customer may utilise from time to time. In this case, SmartRecruiters Applications

1.1.3 “Authorised Admin” means those employees, agents, independent contractors, and service providers of Customer who are authorised by Customer to use and access MeVitae’s dashboard (connecting MeVitae to ATS and changing the level of redaction) from time to time;

1.1.4 “Authorised Recruiters” means those employees, agents, independent contractors, and service providers of Customer who are authorised by Customer to use and access MeVitae’s dashboard (connecting MeVitae to ATS and changing the level of redaction) from time to time;

1.1.5 “Authorised Users” means those employees, agents and independent contractors, service providers, of Customer who are authorised by Customer to use and access the Subscription Services and Documentation from time to time;

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

1.1.7 “Confidential Information” means the Agreement and all other documents and data in any form that may become known to a Party in connection with the preparation, negotiation, conclusion, implementation, or settlement of the Agreement including any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel, sub-contractors and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information clearly designated by a Party as being confidential to it (regardless of whether these documents or data are marked as confidential),or which ought reasonably be considered to be confidential;

1.1.8 Controller, Processor, Data Subject, Personal Data, personal data breach, Processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation;

1.1.9 “Customer Data” means the data inputted by the Customer or Authorised Users for the purpose of using the Subscription Services;

1.1.10 “Customer Personal Data” means Personal Data that Customer provides to MeVitae on an End User, either directly through the ATS, or an End User uploads onto the ATS in order to apply ;

1.1.11 “Data Protection Legislation” shall mean: all applicable privacy and data protection laws, including the EU General Data Protection Regulation (Regulation 2016/679) (the “GDPR”), the Data Protection Act 2018 and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426);

1.1.12 “Data Subject Request” means a Data Subject request to access, correct, amend, transfer or delete that person’s Personal Data consistent with that person’s rights under the Data Protection Legislation;

1.1.13 “Documentation” means solely if applicable any documentation made available to the Customer by MeVitae through such means notified by MeVitae to the Customer from time to time if requested by the Customer in writing which relates to the API;

1.1.14 “Effective Date” means the date of this Agreement as set forth in the Order Form signed between Customer and SmartRecruiters;

1.1.15 “End User” means the individual who utilises the Customer website, app or other engagement method and/or uses the same to apply directly for an open position or apply speculatively, in each case by uploading or providing their or providing their application form, cover letter, curriculum vitae, and other forms of documentation;

1.1.16 “Implementation Phase” means the integration, onboarding and training of MeVitae’s services into Customer ATS;

1.1.17 “Initial Subscription Term” means the initial term of this Agreement as set forth in the Order Form

1.1.18 “Insights” means any non-personal data generated by MeVitae for the purpose of Customer using the Subscription Services or for MeVitae to facilitate Customer’s use of the Subscription Services, or any data generated as a result of Customer Data being analysed by the Software;

1.1.19 “Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, 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;

1.1.20 “Normal Business Hours” means 0900 to 1700 local UK time, each Business Day;

1.1.21 “Order Form” means the SmartRecruiters’ ordering document(s) that represent the purchase of Customer’s subscription and certain services, including, but not limited to the MeVitae product.

1.1.22 "Professional Services" means the services to be provided by MeVitae to the Customer in accordance with clause ‎5.

1.1.23 “Renewal Period” means the period described in clause ‎2.1;

1.1.24 "Service Levels" shall mean the service level commitments from MeVitae in respect of the Subscription Services;

1.1.25 “Software” means the online software applications provided by MeVitae as part of the Subscription Services;

1.1.26 “Sub-processor” means any natural or legal person, public authority, agency or other body which processes Personal Data on behalf of a data controller or a data processor.

1.1.27 “Subscription Fees” means the subscription fees payable by the Customer to MeVitae for the Subscription Services, as set out in the Order Form ;

1.1.28 “Subscription Services” means the services that are detailed paragraph 1 of ‎Schedule 1;

1.1.29 “Territory” means Worldwide.;

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

1.2 A reference to a law of the European Union will, following the United Kingdom’s exit from the European Union, be construed as a reference to that law as applied in the United Kingdom on and after exit day.

1.3 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.4 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 References to any statute or statutory provision shall include (i) any subordinate legislation made under it, (ii) any provision which it has modified or re-enacted (whether with or without modification), and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification) whether made before or after the date of this Agreement.

1.7 A reference to writing or written includes e-mail.

1.8 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

1.9 If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

2. TERM

1.1 This Agreement shall, unless otherwise terminated as provided in clause ‎14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of twelve (12) months (each a “Renewal Period”), unless:

1.1.1 either Party notifies the other Party of termination, in writing, at least sixty (60) days before the end of the Initial Subscription Term or any Renewal Period, in which case this

1.1.2 Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

1.1.3 otherwise terminated in accordance with the provisions of this Agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.

2 SUBSCRIPTION SERVICES

2.1 Subject to the Customer purchasing the Subscription Services in accordance with clause ‎9.1, the restrictions set out in this clause ‎2 and the other terms and conditions of this Agreement, MeVitae hereby grants to the Customer a revocable, non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Subscription Services and the Documentation during the Subscription Term solely for the Customer's internal business operations within the Territory.

2.2 In relation to the Authorised Users, the Customer undertakes that:

2.2.1 it will not allow the MeVitae dashboard to be used by more than 1 Authorised Admin (and 5 Authorised Recruiters) unless any Authorised Admin access has been reassigned in its entirety to another individual Authorised Admin, in which case the prior Authorised Admin shall no longer have any right to access or use the Subscription Services and/or Documentation;

2.2.2 it shall maintain a written, up to date list of current Authorised Admins and Recruiters, and provide such list to MeVitae within five (5) Business Days of MeVitae's written request at any time or times;

2.3 MeVitae shall not cause or allow any Customer Personal Data to be transferred outside of the European Economic Area or, provided that Customer is notified of such transfer in advance, to a country which is not subject to a European Commission decision deeming it to have adequate safeguards in place without Customer’s prior written consent, such consent to be given or withheld at Customer’s absolute discretion. To the extent that Customer consents to any such transfer outside the EEA, the Model Clauses at paragraph 5 will apply and MeVitae shall ensure that such transfer is undertaken in accordance with the Data Protection Legislation and any lawful instructions of Customer.

2.4 The Customer shall not:

2.4.1 except as may be permitted under Applicable Law and which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement:

2.4.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

2.4.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2.4.2 access all or any part of the Subscription Services and Documentation in order to build a product or service which competes directly or indirectly with the Subscription Services and/or the Documentation; or

2.4.3 subject to clause ‎24.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or Documentation available to any third party except the Authorised Users, or

2.4.4 attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or Documentation, other than as provided under this clause ‎3.4; and

2.5 The Customer shall prevent and take all steps to prevent, and minimise the effect of, any unauthorised access to, or use of, the Subscription Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify MeVitae in writing.

2.6 The rights provided under this clause ‎2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

3. SERVICES

3.1 MeVitae shall, during the Subscription Term, provide the Subscription Services and make available the Documentation to the Customer in accordance with and subject to the terms of this Agreement.

3.2 MeVitae shall provide the Subscription Services substantially in accordance with the Documentation and shall use reasonable skill and care.

3.3 MeVitae shall use commercially reasonable endeavours to make the Subscription Services available in accordance with the Service Levels, except for:

3.3.1 planned maintenance carried out during the maintenance window of 1000 to 0200 UK time;

3.3.2 unscheduled maintenance performed outside Normal Business Hours, provided that MeVitae has used reasonable endeavours to give the Customer at least six (6) Normal Business Hours' notice in advance; and

3.3.3 emergency maintenance, which may be carried out at any time without notice to Customer which may reasonably be required to be performed by MeVitae to ensure the security, integrity or any other material functionality of the Software and/or the Subscription Services.

4. PROFESSIONAL SERVICES

4.1 If applicable, and agreed between the Parties, MeVitae shall provide the Professional Services to the Customer in accordance with the terms of ‎Schedule 2.

5. MEVITAE'S OBLIGATIONS

5.1 MeVitae warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

5.2 MeVitae warrants that in performing the Subscription Services, it shall comply with the Applicable Laws in relation to performing its obligations under this Agreement.

5.3 MeVitae shall be entitled to make changes to the Subscription Services and/or Documentation and its methods of delivering the Subscription Services, provided that such changes shall not change, amend, modify or otherwise alter the Subscription Services to an extent which would lead to a material and negative reduction, decrease or decline in the Subscription Services which Customer receives under this Agreement.

5.4 The obligation at clause ‎4.2 shall not apply to the extent of any non-conformance which is caused by use of the Subscription Services contrary to MeVitae's instructions, or modification or alteration of the Subscription Services by any Party other than MeVitae or MeVitae's duly authorised contractors or agents.

5.5 If the Subscription Services do not conform with the obligation within clause ‎4.2, MeVitae will, at its expense, use its reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the obligation set out in clause ‎4.2. Notwithstanding the foregoing, MeVitae:

5.5.1 does not warrant that the Customer's use of the Subscription Services will be uninterrupted or error-free; or that the Subscription Services, Documentation and/or the information obtained by the Customer through the Subscription Services will meet the Customer's requirements; and

5.5.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Subscription Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.6 This Agreement shall not prevent MeVitae from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

6. CUSTOMER'S OBLIGATIONS

6.1 The Customer shall:

6.1.1 provide MeVitae with:

6.1.1.1 all necessary co-operation in relation to this Agreement; and

6.1.1.2 all necessary access to such information as may be required by MeVitae;

in order to provide the Subscription Services, including but not limited to Customer Data, security access information and configuration services;

6.1.2 without affecting its other obligations under this Agreement, comply with all Applicable Laws and regulations with respect to its activities under this Agreement;

6.1.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner;

6.1.4 be responsible for the accuracy and completeness of any Customer Data and shall ensure it has all the necessary consents, permissions and has provided the applicable notices in relation to the Customer Personal Data;

6.1.5 ensure that the Authorised Users use the Subscription Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's acts and omissions as though they are the acts and omissions of the Customer in relation to any breach of this Agreement;

6.1.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for MeVitae, its contractors and agents to perform their obligations under this Agreement, including without limitation the Subscription Services;

6.1.7 ensure that its network and systems comply with the relevant specifications provided by MeVitae from time to time; and

6.1.8 be, to the extent permitted by Applicable Law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to MeVitae's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

7. CUSTOMER DATA

7.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

7.2 For clarity, MeVitae shall own all right, title and interest in and to any Insights which are generated by MeVitae through Customer’s use of the Subscription Services.

7.3 Both Parties shall comply with its respective obligations under the Data Processing Schedule at ‎Schedule 4. ‎Schedule 4 is in addition to, and does not relieve, remove or replace, each of the Parties obligations or rights under the Data Protection Legislation.

7.4 Customer warrants and represents that it has fully complied with its obligations under the Data Protection Legislation and has provided all notices, statements or otherwise to any Data Subject who's curriculum vitae is uploaded to the Software and Customer shall ensure that it has a lawful and valid basis to process and use the curriculum vitae in respect of Customer's use of the Subscription Services and shall inform the Data Subjects that it uses third party providers to analyse any curriculum vitae submitted.

8. CHARGES AND PAYMENT

Charges and payment of the Subscription Fees are as set forth in the Order Form.

9. PROPRIETARY RIGHTS

9.1 The Customer acknowledges and agrees that MeVitae and/or its licensors own all Intellectual Property Rights in the Subscription Services, Software, Insights and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Subscription Services or the Documentation.

9.2 For clarity, MeVitae shall be the sole owner in right, title and interest in any modifications, improvements, additional functionality made by MeVitae or any feedback given by Customer during the Subscription Term. Customer shall be the owner of the redacted and corrected curriculum vitae's which are created as a result of Customer's use of the Subscription Services.

10. CONFIDENTIALITY

10.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. A Party's Confidential Information shall not be deemed to include information that:

10.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

10.1.2 was in the other Party's lawful possession before the disclosure;

10.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

10.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

10.2 Subject to clause ‎11.4, each Party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement and shall use at least the same level of protection as it uses to protect its own Confidential Information.

10.3 Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

10.4 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause ‎11.4, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

10.5 Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party which is not under the control of the relevant Party.

10.6 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute MeVitae's Confidential Information.

10.7 MeVitae acknowledges that the Customer Data is the Confidential Information of the Customer.

10.8 No Party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.9 The above provisions of this clause ‎11 shall survive termination of this Agreement, however arising.

11. INDEMNITY

11.1 The Customer shall defend and indemnify MeVitae against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Subscription Services and/or Documentation in breach of this Agreement.

11.2 MeVitae shall defend the Customer, its officers, directors and employees against any third party claim that the Subscription Services or Documentation infringes any valid and subsisting United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, such settlement to be agreed in advance with MeVitae, acting reasonably in all the circumstances.

11.3 In respect of any claim brought or threatened against the Party with the benefit of the indemnity (the “Indemnified Party”) which falls within the scope of the indemnity given by a Party (the “Indemnifying Party”) either at clause ‎12.1 or clause ‎12.2, the Indemnified Party will:

11.3.1 provide the Indemnifying Party with prompt notice of any such claim;

11.3.2 provide the Indemnifying Party with reasonable co-operation in the defence and settlement of such claim, at the Indemnifying Party’s expense; and

11.3.3 give the Indemnifying Party sole authority to defend or settle the claim.

11.4 In the defence or settlement of any claim under clause ‎12.2, MeVitae may procure the right for the Customer to continue using the Subscription Services, replace or modify the Subscription Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on fourteen (14) Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

11.5 In no event shall MeVitae, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

11.5.1 a modification of the Subscription Services or Documentation by anyone other than MeVitae; or

11.5.2 the Customer's use of the Subscription Services or Documentation in a manner contrary to the instructions given to the Customer by MeVitae; or

11.5.3 the Customer's use of the Subscription Services or Documentation after notice of the alleged or actual infringement from MeVitae or any appropriate authority.

11.6 The foregoing states the Customer's sole and exclusive rights and remedies, and MeVitae's (including MeVitae's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

12. LIMITATION OF LIABILITY

12.1 Except as expressly and specifically provided in this Agreement:

12.1.1 the Customer assumes sole responsibility for results obtained from the use of the Subscription Services and the Documentation by the Customer, and for conclusions drawn from such use. MeVitae shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to MeVitae by the Customer in connection with the Subscription Services, or any actions taken by MeVitae at the Customer's direction;

12.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement including but not limited to in relation to merchantability, satisfactory quality or fitness for any particular purpose; and

12.1.3 the Subscription Services and the Documentation are provided to the Customer on an “as is” basis.

12.2 Nothing in this Agreement excludes or limits either Party’s liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; o any liability which cannot legally be excluded or limited.

12.3 Subject to clause ‎13.1 and clause ‎13.2:

12.3.1 MeVitae shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

12.3.2 MeVitae's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, including under any indemnity arising in connection with the performance or contemplated performance of this Agreement shall be limited to the amount of the Subscription Fees paid to MeVitae in the twelve (12) months preceding the date of any such claim.

13. TERMINATION

13.1 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

13.1.1 the other Party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;

13.1.2 the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

13.1.3 the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

13.1.4 a resolution is passed, or an order is made, for or in connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

13.1.5 an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party;

13.1.6 the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver;

13.1.7 a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;

13.1.8 a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party's assets and such attachment or process is not discharged within fourteen (14) days;

13.1.9 any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause ‎14.1.2 to clause ‎14.1.7 (inclusive);

13.1.10 the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

14. CONSEQUENCES OF TERMINATION

14.1 On termination of this Agreement for any reason:

14.1.1 all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Subscription Services and/or the Documentation;

14.1.2 each Party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other Party;

14.1.3 MeVitae may destroy or otherwise dispose of any of the Customer Data, unless MeVitae receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. MeVitae shall use reasonable commercial endeavours to deliver the back-up to the Customer within thirty (30) days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by MeVitae in returning or disposing of Customer Data; and

14.1.4 any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

14.1.5 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in or come into force.

15. DISPUTE RESOLUTION

15.1 Before initiating legal action against the other Party relating to a dispute herein, the Parties agree to work in good faith to resolve disputes and claims arising out of this Agreement in accordance with and subject to this clause ‎16. To that end, either Party may request that each Party designate an officer or other management employee with authority to bind such Party.

15.2 If the dispute is not resolved within thirty (30) days of the commencement of informal efforts under this clause, either Party may pursue formal legal or other dispute resolution action. Without prejudice to Customer’s right to seek redress in court, MeVitae shall continue to provide the Subscription Services and to perform its obligations under this Agreement notwithstanding any dispute or the implementation of the procedures set out in this clause ‎16.

15.3 Nothing in this Agreement shall prevent either Party from taking such action as it deems appropriate (including any application to a relevant court) for injunctive or other emergency or interim relief as is necessary.

16. FORCE MAJEURE

16.1 MeVitae shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of MeVitae or any other Party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of MeVitae’s or sub-contractors. MeVitae shall notify Customer promptly in writing of such an event and its expected duration.

17. NON-SOLICITATION

17.1 Neither Party shall, during the duration of the Agreement and for a period of twelve (12) months after the end of the Agreement, directly or indirectly, whether itself or as part of any arrangement with any third party or third parties (except with the prior written consent of the other Party), solicit or entice away (or attempt to solicit or entice away) from the employment of the other Party, any person that is, or was within the previous twelve (12) months, an employee of the other Party who is employed or engaged in any services which are relevant to the Agreement.

17.2 Neither Party shall be in breach of clause ‎18.1 as a result of running an advertising campaign or general recruitment process open to all applicants and not specifically targeted at any of the staff of the other Party.

18. PUBLICITY

18.1 Notwithstanding clause ‎11, neither Party shall make any press announcements or publicise the relationship between the Parties without the prior written consent of the other Party, which shall not be unreasonably withheld or unduly delayed.

18.2 Subject to clause ‎19.1, Customer grants to MeVitae a non-transferable, non-exclusive, perpetual, worldwide, royalty free licence to use Customer’s trade marks, provided that such use of any trade marks is agreed between MeVitae and Customer prior to their use.'

19. VARIATION

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

20. WAIVER

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21. SEVERANCE

21.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

21.2 If any provision or part-provision of this Agreement is deemed deleted under clause ‎22.1 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22. ENTIRE AGREEMENT

22.1 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.

22.2 Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

22.3 Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

23. ASSIGNMENT

23.1 Neither Party shall, without the prior written consent of the other (such consent not to be unreasonably withheld) assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

24. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

25. ANTI BRIBERY

25.1 Neither Party shall commit any prohibited act under the Bribery Act 2010, or under any other relevant laws, statutes, regulations or codes in relation to bribery and anti-corruption.

26. THIRD PARTY RIGHTS

This Agreement does not confer any rights on any person or Party (other than the Parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

27. NOTICES

27.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out in this Agreement, or such other address as may have been notified by that Party for such purposes, or sent by fax to the other Party's fax number as set out in this Agreement.

27.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 0900 on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

28. COUNTERPARTS

28.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same Agreement.

29. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 : Services

1. SUBSCRIPTION SERVICES

1.1 Bias Correction

1.1.1 MeVitae runs data provided by Customer or End Users through a set of machine learning algorithms to strip the input data of all personal data, background data and other ancillary data which could lead to material bias being relevant to the content of the input data.

1.1.2 The personal identifiable information from input data that could cause discrimination (e.g. age, gender etc.) is removed and/or redacted without losing text context.

1.1.3 The redacted and bias-corrected cover letter, application form curriculum vitae's (and any other form of document) are then sent back to the Customers ATS through an API call back for the Customer to then assess.

1.2 Without prejudice to the foregoing, MeVitae will use its reasonable endeavours to identify updates or improvements it can make to its machine learning algorithms with a goal of maintaining or increasing the quality, speed of efficacy of the bias correction and shortlisting functions.

1.3 Subject to clause ‎6.1, MeVitae works under a SaaS model, the underlying software and end-user dashboard features, functionality of the Subscription Services, will constantly be updated and improved. MeVitae will not seek approval from its customers for these ongoing enhancements of the Subscription Services.

Schedule 2: PROFESSIONAL SERVICES

1. SUPPLY OF PROFESSIONAL SERVICES

1.1. MeVitae shall provide Customer with product and solution design, development and delivery, and other services agreed between the Customer and MeVitae from time to time (the “Professional Services”) if requested to do so by Customer in writing by the completion of a signed Statement of Work (“SOW”) or other order in a form agreed between the Parties.

1.2. MeVitae may provide the Professional Services either by itself or by its agents or sub-contractors. Where MeVitae engages any agents or sub-contractors it shall remain fully liable to Customer for its obligations under this Agreement. All relevant provisions of the Agreement apply equally to the engagement of MeVitae under this ‎Schedule 2.

1.3. In the event that there is a conflict between the terms of this Agreement, and the terms of any SOW, the terms of the relevant SOW will prevail.

1.4. MeVitae shall supply the appropriate resource for the delivery of the Professional Services.

1.5. In the event that Customer requires additional Professional Services, this shall be subject to written agreement between the Parties.

2. CUSTOMER’S RESPONSIBILITIES

2.1. Customer shall provide timely and prompt co-operation and support to MeVitae in the provision of the Professional Services, including:

2.1.1. provision to MeVitae of appropriate, detailed and accurate documentation and other information which MeVitae requires and is necessary for MeVitae’s performance of the Professional Services;

2.1.2. provision of appropriate facilities and access to suitably qualified and experienced personnel to assist MeVitae when and to the extent reasonably requested.

2.2. To the extent that any act or omission of Customer prevents, delays, or in any way affects MeVitae's ability to meet its obligations under this Agreement, MeVitae shall not be considered in default of its obligations under this Agreement.

3. SERVICE FEES

3.1. The fees for the Professional Services (the "Professional Service Fee") shall be agreed and set out in the applicable SOW. All Professional Service Fees shall be deemed to be exclusive of VAT and any reasonable expenses incurred in the provision so the Procession Services. VAT and expenses shall be charged in addition to the Professional Service Fee. Note that the client is responsible for all bank charges.

4. WARRANTIES

4.1. MeVitae warrants that the Professional Services will be carried out with reasonable skill and care by personnel with appropriate knowledge and experience.

4.2. MeVitae specifically excludes all other conditions, warranties, representations or other terms relating to this Agreement and ‎Schedule 2 whether express or implied by statute or otherwise including those of satisfactory quality, fitness for a particular or any purpose or ability to achieve any particular result.

4.3. Customer shall notify MeVitae in writing of any breach of the warranty set out in clause ‎4.1 of this ‎Schedule 2 promptly and in any event within sixty (60) days of the provision of the Professional Services in issue. Customer shall provide all information as may be deemed necessary by MeVitae to assist MeVitae in resolving any such breach.

4.4. Customer’s sole and exclusive remedy for breach of the warranty set out in clause ‎4.1 shall be that MeVitae shall use reasonable commercial efforts to cure the breach without charge to the.

5. INTELLECTUAL PROPERTY

5.1. The Intellectual Property Rights in any material generated by MeVitae in the provision of, or in connection with, the Professional Services (“Deliverables”) shall become and remain vested in MeVitae. On payment of the Professional Services Fee Customer will be granted a non-exclusive, non-transferable, perpetual, personal licence to use such Deliverables as at the time of such payment for its own internal business purposes.

5.2. If MeVitae requires access to, or use of, any of Customer’s software, systems, documents or other information to perform the Professional Services, Customer will grant (or procure the grant from its third party licensors) MeVitae and its authorised agents and sub-contractors a limited, non-exclusive, non-transferable licence to use the relevant Intellectual Property Rights solely for the purpose of, and for the duration of, performing the relevant Professional Services.

6. LIABILITY

6.1. The provisions included in the main Agreement will be applicable to the liability of the Parties under this ‎Schedule 2.

6.2. In relation to MeVitae’s aggregate liability to Customer arising out of, or in connection with, this ‎Schedule 2 and the Professional Services whether in contract, tort (including negligence), breach of statutory duty or any other cause shall be limited to a sum equivalent to the price paid to MeVitae for the Professional Services (or the deliverables associated with any Professional Services) within the statement of work that are the subject of Customer’s claim

Schedule 3 : Fees

1. SUBSCRIPTION FEES

1.1. The Subscription Fees for during the Subscription Term shall be payable as follows (and for the avoidance of doubt, at all times in accordance with clause 9): The Subscription fees shall be payable in accordance with the Terms set out in the Order Form.

1.2. On the anniversary of the Effective Date, MeVitae shall be entitled to increase the Subscription Fees by an amount equal to the then prevailing Consumer Price Index, as published from time to time by the Office for National Statistics.

Schedule 4: Data Processing Schedule

1. Data Processing Obligations

1.1. The Parties acknowledge and agree that for the purposes of the Data Protection Legislation, Customer is the Data Controller and MeVitae is the Data Processor of the Customer Personal Data and a description of the Customer Personal Data and the Processing activities undertaken by MeVitae is set out in the paragraph ‎5.

1.2. MeVitae is hereby appointed by Customer to process such Customer Personal Data on behalf of Customer in accordance with and ‎2 below.

2. Supplier’s processing obligations

2.1. To the extent that MeVitae processes any Customer Personal Data on behalf of Customer in connection with the Subscription Services, MeVitae shall:

2.1.1. only Process such Customer Personal Data in accordance with Customer’s written instructions, and shall, to the extent permitted by Applicable Law immediately notify Customer if it believes it has been provided with any instruction to Process Personal Data in breach of the Data Protection Legislation;

2.1.2. maintain a record of its Processing activities under the Agreement in accordance with and to the extent required Article 30(2) of the GDPR, and MeVitae shall at any time upon request, and in any event upon termination or expiry of this Agreement, deliver up to Customer details of such Processing activities;

2.1.3. ensure that access to any such Customer Personal Data is restricted to those of its personnel who need to have access in order to perform the Subscription Services and who are subject to confidentiality obligations in respect of the Personal Data;

2.1.4. notify Customer if it receives any Data Subject Request relating to the Customer Personal Data, and shall:

2.1.4.1. not respond to the Data Subject Request without Customer’s prior written consent and in accordance with Customer’s instructions; and

2.1.4.2. shall provide such assistance as Customer may reasonably require in respect of such Personal Data in order for Customer to comply with and respond to the Data Subject Request in accordance with the Data Protection Legislation;

2.1.5. notify Customer promptly (and in any event within twenty four (24) hours) if it or its Sub-processors receives or is the subject of a Notifiable Event with regards to Customer Personal Data and shall provide all details required by Customer in respect of the Notifiable Event, and shall, upon Customer’s request, take such action and provide such assistance as Customer may reasonably require in order for Customer to comply its obligations with regards to the Notifiable Event, including notification to the Information Commissioners Office and Data Subjects, where applicable;

2.1.6. provide reasonable assistance to Customer in inputting into and carrying out data protection impact assessments and, to the extent required under the Data Protection Legislation, prior notification under Article 36 of GDPR; and

2.1.7. ensure that it has implemented appropriate organisational and technical measures in order to comply with its obligations under this paragraph ‎2.

2.2. Where MeVitae engages a Sub-processor to Process any of the Customer Personal Data on Customer’s behalf in connection with the Subscription Services, MeVitae shall:

2.2.1. save for those Sub-processors identified in paragraph ‎5 of this ‎Schedule 4 which shall be deemed approved, inform Customer prior to the appointment or removal of any such Sub-processor, thereby giving Customer an opportunity to object to the appointment or removal; and

2.2.2. ensure that such Sub-processor is subject to a written agreement which imposes on it binding contractual obligations which are equivalent to the terms imposed on MeVitae under this ‎Schedule 4; and

2.2.3. ensure that the Sub-processor’s Processing of such Customer Personal Data terminates upon termination of MeVitae’s right to Process the data.

Provided that always MeVitae shall be liable for the acts and omissions of such Sub-processors in relation to the Processing of such Customer Personal Data.

2.3. MeVitae shall not cause or allow any Customer Personal Data to be transferred outside of the European Economic Area or, provided that Customer is notified of such transfer in advance, to a country which is not subject to a European Commission decision deeming it to have adequate safeguards in place without Customer’s prior written consent, such consent to be given or withheld at Customer’s absolute discretion. To the extent that Customer consents to any such transfer outside the EEA, the Model Clauses at paragraph 5 will apply and MeVitae shall ensure that such transfer is undertaken in accordance with the Data Protection Legislation and any lawful instructions of Customer.

2.4. Upon termination or expiry of this Agreement, MeVitae shall cease all Processing of any Customer Personal Data Processed on Customer’s behalf under this Agreement and shall, at Customer’s option, return or destroy and delete all such Customer Personal Data.

2.5. In order to demonstrate MeVitae’s compliance with the Data Protection Legislation and the terms of this ‎Schedule 4, MeVitae shall:

2.5.1. provide Customer with such information as Customer reasonably requests from time to time to enable Customer to satisfy itself that MeVitae is complying with its obligations under this ‎Schedule 4 and the Data Protection Legislation; and

2.5.2. allow Customer, its agents, representatives, regulators and external auditors access (on reasonable notice) to its premises where Personal Data is Processed under this Agreement to allow Customer to audit its compliance with this ‎Schedule 4 and the Data Protection Legislation and shall provide reasonable co-operation as requested by Customer in the performance of such audit.

Description of Processing activities

Categories of Customer Personal Data

Customer Personal Data that will be processed by MeVitae

Name, email addresses, phone numbers, residential addresses, correspondence addresses, date of birth, education history, employment history, other personal information which a candidate may reasonably include within their curriculum vitae, cover letter and application form (and any other form of document).

Categories of Data Subjects

Categories of Data Subjects whose Customer Personal Data will be processed by MeVitae

End Users who utilise the Customer website, app or other engagement method and/or uses the same to apply directly for an open position or apply speculatively, in each case by uploading or providing their curriculum vitae, cover letter and application form (and any other form of document).

Processing Operations

All Processing activities to be conducted by MeVitae with regards to the Customer Personal Data

MeVitae runs data provided by Customer or End Users through a set of machine learning algorithms to strip the input data of all personal data, background data and other ancillary data which could lead to material bias being relevant to the content of the input data

Purposes

Purposes for which the Customer Personal Data will be Processed by MeVitae

Recruitment bias correction

Duration

Length of time for which data Processing activities will be carried out on the Customer Personal Data

MeVitae will Process the Customer Personal Data termination or expiry of this Agreement, which ever the sooner, subject always to Data Subjects rights under the Data Protection Legislation.

Identity of sub-contractors

Details of all permitted Sub-processors where processing of Customer Personal Data will occur and processing operations

AzureOracle CloudConvert CloudFlare

Schedule 5: Statement of Work

See implementation plan

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