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Sample terms

Software Rental Agreement

Recruiter Web Advanced (RWEBSPEC1)

This contract is entered into between:

Company

Adress

Hereinafter know as the customer.

And

RecruiterWEB Limited (RWEB) 8 Crow Hill Lane, Great Cambourne, CB23 5AW

 

General Terms

Software rental agreement for a copy of RWEBSPEC1.

Payment

Payment

Initial payment is via a setup and configuration fee, followed by annual payments of £xx pcm (£xxx) for planned maintenance program per month for the core software components. Payments must be met on time and payments that are three days late, or more will result in services being potentially being suspended and a £120 reconnection fee being applied to restore a site/sites. Further time to pay will be considered if advanced notice of financial difficulty is brought to our attention seven days before payments are ceased.

The Customer will be liable for all costs incurred by RWEB in recovery due to the Customers breach of the agreed repayment terms or this agreement,  to include fees for a Letter Before Action £30.00, Debt Collection Agents fees @ 20% of the amount overdue, Interest at 8% above the Bank of England’s Base Rate and Late Payment Compensation per Invoice in accordance with EU regulations.

We accept no liability to loses you may incur as a result of your site being taken down for nonpayment.

All prices mentioned in this document are exclusive of VAT, and so VAT will be added at the invoice stage according to the VAT rules governing the transaction.

VAT

All prices mentioned in this document are exclusive of VAT, and so VAT will be added at the invoice stage according to the VAT rules governing the transaction.

 

1 Rental Conditions.

RWEB agreed to rent RecruiterWEB Advanced (later called RWEBSPEC1) on the terms set out in this agreement.

1.1

RWEB are the sole owners of RWEBSPEC1, regardless of rental period the RWEBSPEC1 is never owned by anyone but RWEB.  There is an option for the customer to buy the RWEB source code but that has a separate contract with conditions attached.

1.2

RWEB will provide the hosting for RWEBSPEC1, the software never leaves our environment.  A service level for that hosting is covered later in this agreement.

1.3

RWEB do not permit the sub-rental of RWEBSPEC1 by the customer to another company.

1.4

RWEB will permit the customer to move their software agreement to another company when a new rental agreement will be issued to the new customer and a fee of £180 to change and exchange the rental agreement.

1.5

Images are the rights to use those images are the sole responsibility fo the client. We may help with finding images but the clients must purchase the right to use images. Test images for beta sites if used by the client must have rights to publish purchased by the client.

1.6

RecruiterWEB reserves the right to withdraw services for payments that are later that 3 three days past due. In the event, sites are suspended a reconnection fee of £120 will be due. Recruiter web accepts no liability for losses your business may incur during the website suspension period.

1.7
Payment plans are issues at the discretion of our directors, if payment plans are not met on their monthly due date then we reserve the right to call in all the outstanding payments under the plan.

2 Template Design Delivery

2.1  RWEB offers a number of graphical designs for the job board/recruiter sites, career sites to be presented in.  If the customer takes the template design option then the design rights of that template remain with RWEB.

2.2  Customers who have a rental agreement with a template design who wish to leave the rental agreement and move that design to a new vendor/platform may do so for a fee of £125.  This entitles them to a lifetime rights licence to the template design but does not prohibit RWEB form future use of the said template.

2.3  Customers who have a rental agreement with a template design who wish to leave the rental agreement and move that design to a new vendor/platform and take the rights to the design with them may do so for a fee of £2500.  No other customers with the same template design will change their designs, rather this payment ensures no further copies of that template will be used by RWEB save for those in production or quoted for in a period of 6 months prior to the customer rental termination date.

3 Bespoke Design Delivery

3.1 Customers who have a rental agreement with a bespoke design own the rights to that design.  The design will not be replicated by RWEB for future projects.

4 Specification

4.1  All software rentals require a specification document to be raised by RWEB to cover the template or bespoke design to be used and what features will be used on the customers project.

4.2  The fee for a specification is inclusive of the deal, please see termination right for what is required to cover the specification time if the project is not launched/cancelled.

4.3 The specification can produce items that need to be charged for in addition to those quoted for.  In this instance the customer has the right to pay those items on a separate invoice payable on 30-day terms or they may terminate the agreement at this stage in accordance with the termination post specification terms covered in clause 10.

4.4 The specification will be delivered to the customer in word format with images of the pages of the website.

4.5  Specification creation time is dictated by many factors, not least the customers ability to feedback.  An initial face-to-face customer meeting will take place followed by items being emailed and then discussed in telephone conference calls.  No set timeline can be given on this process but a guidance of 4-8 weeks is typical.

4.6 A copy of a typical specification is supplied for your reference. 

5 Configuration & Build

5.1  Configuration and build of the RWEBSPEC1 the customer will use under this rental agreement will be based upon the specification.

5.2  The prices for the rental contract are based upon delivery of a RWEBSPEC1 to that specification document.  Changes by the customer to that specification latterly will incur charges as follows; £40 an hour to estimate the change, £40 and hour to deliver any agreed changes.  Payments for these changes will be on a separate invoice payable on 30-day terms.

5.3 Configuration and build time is based upon the spec choices made and time taken to agree bespoke designs etc and is dictated by many factors, not least the customers ability to feedback. A formal build slot for RWEB resources will be allocated to the project and a team will be put in place within 2 weeks of the specification being signed off and delivered back to RWEB by the customer.

5.4 Payment for the configuration and build phase is on a monthly contract for a 3, 6 or 12 month period.  Subject to an inspection of the customers accounts when the rental is agreed.

5.5 The price for Configuration and Build according to the specification in on your original invoice.

6 User Acceptance Testing

6.1  Once the site has been configured and built it will be delivered as a beta site to the customer for testing.  A beta site is the actual customers version of RWEBSPEC1 that will be made live for its customers.

The customer will, as part of user acceptance testing, look through all pages and use all features of the website to ensure they are happy the beta site reflects the specification documents version of what the software should be, plus any amendments to that specification that occurred during the process.  This process will be possible due to the RWEBSPEC1 site being live on a beta URL.

If a deadline from build to launch does not permit user acceptance testing, then the client will be advised. A demo site will also be shown to the client with the features their site is expected to have so that testing can take the place of our products features. The client site is then taken live in good faith. Changes that can be controlled in the site admin will then made by RWEB, but changes to code or site features will incur further costs.

6.2 A round of training will be provided by screen share for the customer by an RWEB representative so they can navigate the RWEBSPEC1 site and its features.  This will be booked to take place within three days of the beta site being made live.

7 Software Training

7.1  Software training will be provided free of charge three times, in periods of 1-hour screen share training sessions.  Further training can be booked for a fee of £60 per hour.

7.2 Standard features of the RWEBSPEC1 site will be covered in videos displayed on the RWEB website for free and unlimited use by the customer.

7.3 Standard features of the RWEBSPEC1 software will be covered in quick reference PDF guides.  These will be downloadable form the RWEB website.

7.4 Bespoke features on the customer’s project will be covered by video and quick reference PDF files supplied to the customer within three weeks of the beta site being made available.

8 Launch

8.1  The launch process requires the beta site to be taken offline and moved to the live customer server we have for RWEBSPEC1 projects, 24 hours before the intended launch date.

8.2  The customer will be required to point their domain names A record to our customer server IP, this IP will be given at the time the customer is ready to start the launch process.

9 Maintenance & Hosting

9.1  RWEBSPEC1 is built in Java and Postgres SQL it is currently in version 8 of Java and 6 of Postgres SQL.  Any bugs arising in this code will be fixed free of charge by RWEB for the life of the contract.

9.2  The graphical layer of the RWEBSPEC1 software is presented through the universal software HTML.  This HTML will be delivered to be compatible with the relevant web browsers (Explorer, Chrome, Safari, Firefox) and mobile device browsers (Apple & Android) at the time of launch and for those versions, which were in place for two years before the site going live.  Future updates for browser compatibility will be estimated for as and when the browser companies make changes to their product lines.

This is for a number of reasons not least because browsers often deliver their products with bugs that users find for six months before the browser company fixes them and because browser updates by the customer’s users is not given to keep pace with browser.  This causes a specific problem that if you have the majority of your customers Explorer 9 and then in Explorer 11 Microsoft takes out features, which will no longer work with Explorer 9, you will alienate your customers overnight by making the site work with Explorer 11, better than Explorer 9.

9.3 Hardware maintenance is covered by RWEB staff on a daily, weekly and monthly maintenance schedule.  This work is provided free of charge for the lifetime of the contract.

Hosting is provided by RWEB, see clause 1.2, the servers are set up with a Raid 3 drive set up and then mirrored.

9.4  Explanation of raid and mirroring is that the server has three hard drives in it, hard drives two and three act as back up drives to hard drive one where RWEBSPEC1 is run from day to day.  The second server with three hard drives takes an identical copy of the first server on a one second delay.  This means if server one fails totally then server two will take over.  100% uptime is offered as a result save for maintenance downtime and catastrophic failure listed in 9.5 and 9.8.

9.5 In the event of a catastrophic failure of servers one and two then the site can be out of action for 2-8 hours while a replacement is put in place.  No compensation will be provided to customers if a catastrophic event takes place because these events are outside of the control of what can be considered maintenance.  Furthermore, the income derived from renting the site is minimal to RWEB and provides no margin for loss. Catastrophic failure is not part of the 99.997% uptime mentioned in 9.4.  However, RWEB warrants that it takes all necessary precautions to spot and/or prevent catastrophic failures due to maintenance tasks.

9.6  RWEB provides no maintenance for 3rd party software that RWEBSPEC1 is connected to, this includes software like payment gateways, job posting software, Google Analytics.  You remain the customer of the 3rd Party and should have your own contract in place for what work you, or you request RWEB to complete on your behave to keep their service connection live.  Our work in this respect is free at the beta/launch stage and for six months forward from the beta delivery date, thereafter we will charge £40 an hour to estimate the change, £40 and hour to deliver any agreed changes.

9.7  Hosting is provided on an unlimited bandwidth basis, 24 hours a day seven days a week.  Save for instances mentioned in 9.5 and 9.8.

9.8 In rare instances servers may need to be re-booted where loss of uptime will be 5-15 mins for minor updates and up to to 2 hours for major updates.  Major updates will typically be done at 6 am UK time to avoid disruption to typical day to day usage.  Downtime for maintenance is not part of the 100% uptime mentioned in 9.4.

10 Termination of the rental

10.1 The customer may give notice at any point of the project. If we have entered specifications stage than half of all payments are due at point of cancellation. If we have moved to configuration/build phase, no refunds will be due. This includes payments on extended payment plans.

10.2 Post launch the customer may give notice on the rental of 90 days.

10.3 Post launch RWEB may give notice 90 days notice to the customer for the following reasons.

Failure of the customer to pay for monthly service fees. Nonpayment is considered payments that are made more than three days late of their due date.

The customer and RWEB fail to agree on contract renewal terms on the anniversary of the site launch each year for ongoing fees. When 90 days notice to quit will be given by RWEB to the customer. The 90 day period will be charged at the previous commercial rates.

In the event, the customer ceases to trade, save for clause 1.4.

An act or threat of violence towards RWEB staff member by the customer.

10.4 In the event that RWEB ceases to trade, save for the RWEB company vehicle being closed due to the sale of the company, movement of RWEB assets and contracts to a new company, which will take on the responsibilities under this customer rental agreement.

Then RWEB will make provision for a third party service company to take on the servicing of the software/hosting of the website. In the event that is not possible then, the client will receive a full copy of the software to host themselves after paying a source code fee to RecruiterWEB limited. That fee is set at the retail price of the product at the date of termination.

11 Customer’s Responsibilities

11.1 The Customer will provide RWEB with such information as it may reasonably need concerning the Customer’s operations and answers to queries, decisions and approvals which may be reasonably necessary for the RWEB staff.

11.2 The Customer is responsible for ensuring that such information and answers are accurate and complete and acknowledges that RWEB shall not be liable for any delay or defect caused, or contributed to, by any inaccurate or incomplete information or answers.

11.3 The Customer agrees to allow RWEB to make reference to them as one of RWEB’s customers and reproduce screen shots or parts thereof from the Project on the Developer’s website or in other marketing or advertising undertaken by RWEB.

11.4 For all solutions, including where RWEB undertakes initial registration of a domain name the re-registration of domain names is solely the Customer’s responsibility.

12 Warranties

RWEB warrants and undertakes:

12.1 That the design of the RWEBSPEC1 Software will be suitable to fulfil and perform the function described in and in accordance with the Specification  Appendix 1.

12.2 That the RWEBSPEC1 Software will be virus-free.

12.3 That the RWEBSPEC1 Software is entirely owned by RWEB and does not infringe any IP copyright, moral rights, database rights, trademark rights, design rights, rights in passing off, or other intellectual property or other rights of any third party.

The Customer warrants and undertakes:

12.4 That, to their knowledge, any information or specifications given by the Customer to RWEB will not infringe any intellectual property or other rights of any third party

12.4 That they have supplied and shall continue to supply accurate replies, information and specifications in response to all RWEB’s enquiries, requests for information and specifications in respect of all matters relating to the Project.

12.5 That they have consulted with and complied with Data protection policies for the service they are providing and that if they wish RWEB to be a Data controller in common that the cost of such a scheme will be born by the customer.

13 Limitation of Liability

13.1 Notwithstanding the above, the total public liability, employers liability and professional indemnity of both parties must not exceed the value of the net profit for the Project (estimated at 20% of pre-VAT sales price)

13.2 Neither party will accept any liability for consequential loss arising from breach of this agreement. Nothing in this agreement shall limit or exclude either party’s liability in respect of death or personal injury arising out of any breach of this agreement.

14 Confidentiality

14.1 For the purposes of this clause, “Confidential Information” means all information (whether commercial, financial,  technical or otherwise including strategy and marketing material) relating to the disclosing party, its sub-contractors, its customers and suppliers, disclosed to or otherwise obtained by the recipient party under or in connection with the Project and which is designated as being confidential or which is by its nature clearly confidential.

14.2 Each party undertakes in respect of Confidential Information of which it is the recipient:

14.2.1 To treat such information as confidential.

14.2.2 Not without the disclosing party’s prior written consent to communicate or disclose any part of such information to any person with the exception of only those employees, agents, sub-contractors and other suppliers on a need-to-know basis who are directly involved in the Project.

14.2.3 To ensure that all persons and bodies mentioned in the confidentiality clause are made aware, prior to disclosure, of the confidential nature of the confidential Information and that they owe a duty of confidence to the disclosing party and to use all reasonable endeavours to ensure that such persons and bodies comply with the provisions of this clause.

14.2.4 Nothing in these terms and conditions will prevent RWEB at any time from using for any purpose it thinks fit any know-how or experience including programming, tools, skills and techniques, gained or arising from the performance of the Project, subject always to complying with the obligations in this clause in respect of the Confidential Information of the Customer.

14.2.5 The Customer hereby agrees that they will use such Confidential Information and all other data solely for the purposes of this agreement and that it will not at any time during or any time after the completion, expiry or termination of this agreement use or disclose the same, whether directly or indirectly, to any third party without RWEB’s prior written consent.

14.2.6 The Customer further agrees that they will not themselves or through any subsidiary or agent use, sell, license, sub-license, create, develop or otherwise deal in any confidential information supplied to it by RWEB or obtained pursuant to this agreement. This clause will continue in force notwithstanding completion or termination of the Project for any reason.

15 Non-solicitation

15.1 The Customer and RWEB will not during the Project and for 12 months after completion without RWEB’s or the Customer’s prior written agreement, directly or indirectly solicit or offer employment or engagement to any employee of RWEB and/or the Customer respectively.

16 Governing Law

16.1 These terms and conditions will be construed in accordance with and governed by the law of England and each party agrees to submit to the non-exclusive jurisdiction of the courts of England.