Software Rental Agreement
Software Rental Agreement
All clients are defined as the customer in this document.
RecruiterWEB Limited (RWEB) Technology House, 8 Crow Hill Lane, Great Cambourne, CB23 5AW
RWEB agreed to rent RecruiterWEB Advanced (later called RWEBSPEC1) on the terms set out in this agreement.
RWEB are the sole owners of RWEBSPEC1; regardless of the 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.
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.
RWEB do not permit the sub-rental of RWEBSPEC1 by the customer to another company without prior agreement.
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 paid to change and exchange the rental agreement.
Images and the rights to use those images are the sole responsibility of 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.
RWEB reserves the right to withdraw services for payments that are later than 14 days past due. In the event sites are suspended, a reconnection fee of £180 will be due. RWEB accepts no liability for losses your business may incur during the website suspension period.
Payment plans are issued 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.
If the customer wishes to perform security testing on their website, they may do so only by agreement with RWEB in advance. This is because customers share their hosting space with other clients, and not all testing providers are proficient at their jobs, so can crash servers in a way which would not be typical of a cyber attack.
The service provider is to submit a list of the tests they wish to perform for approval in advance of any testing. All testing needs to take place outside of core job-seeking hours, which RWEB counts as 08:00 to 22:00 hours GMT.
If the service provider you are working does not wish to follow this path, then your website can be set up on its own server for testing, then testing will affect only your site. The fee for this will be quoted at the time of the request, as it is not covered by your service fees.
Failure to follow this path can result in the immediate termination of your services and/or for damages to be sought on behalf of other clients if your service providers damage the RecruiterWEB environment and lose other customer uptime.
RWEB offers a number of graphical designs for the job board/recruiter sites and career sites to be presented in. If the customer takes the template design option, then the design rights of that template remain with RWEB.
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 £1360. This entitles them to a lifetime rights licence to the template design but does not prohibit RWEB from future use of the said template. Customers may not replicate any part of a template design without said payment.
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.
RWEB retains the right to publish in our portfolio websites we have made for customers. We also set up links between our sites, which reciprocally help the Customer and RWEB for SEO needs.
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.
RWEB retains the right to publish in our portfolio bespoke websites we have made for customers. We also set up links between our sites, which reciprocally help the Customer and RWEB for SEO needs. If a third party has made the design equal credit will be given.
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 customer’s project.
The fee for a specification is inclusive of the deal; please see termination rights for what is required to cover the specification time if the project is not launched/cancelled.
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.
The specification will be delivered to the customer in Word format with images of the pages of the website.
Specification creation time is dictated by many factors, not least the customer’s ability to provide 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 around 4-8 weeks is typical.
A copy of a typical specification is supplied for your reference.
Configuration and build of the RWEBSPEC1 the customer will use under this rental agreement will be based upon the specification.
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: £50 an hour to estimate the change, £50 an hour to deliver any agreed changes. Payments for these changes will be on a separate invoice payable on 30-day terms.
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 customer’s ability to provide 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.
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 customer’s accounts when the rental is agreed.
The price for Configuration and Build is according to the specification in on your original invoice.
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 customer’s 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 the features of our products. The client site is then taken live in good faith. Changes that can be controlled in the site admin will then be made by RWEB, but changes to code or site features will incur further costs.
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 7 days of the beta site being made live.
Payment for your project can be made in two forms, the first being that the total fee for your project is split into 12 instalments. The first instalment is to be paid with your order. The following instalments are to be made on the 15th or 25th of the month. 12-month payment plans are only offered on the basis the instalments are made on time (the 15th or the 25th); if payments are late more than twice then the full debt falls due. We advise you to, therefore, set up a direct debit. The second payment option is to pay for your project 50% in advance and 50% on delivery of the beta test site. If you elect for this second option, the first instalment must be made before your project can begin. The second payment is due within 14 days of the beta site delivery. We reserve the right to suspend your project or website service if there is a late payment issue.
The Customer will be liable for all costs incurred by RWEB in recovery due to the Customer’s breach of the agreed repayment terms or this agreement, to include fees for a Letter Before Action £30.00, Debt Collection Agent’s 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 for losses 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.
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.
Standard features of the RWEBSPEC1 site will be covered in videos displayed on the RWEB website for free and unlimited use by the customer.
Standard features of the RWEBSPEC1 software will be covered in quick-reference PDF guides. These will be downloadable from the RWEB website.
8.4 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.
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.
The customer will be required to point their domain name’s A record to our customer server IP; this IP will be given at the time the customer is ready to start the launch process.
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.
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 are not given to keep pace with the browser. This causes a specific problem that if you have the majority of your customers on 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 better with Explorer 11 than with Explorer 9.
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.
Explanation of raid and mirroring: the server has three hard drives in it; hard drives two and three act as backup 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 10.5 and 10.8.
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 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 10.4. However, RWEB warrants that it takes all necessary precautions to spot and/or prevent catastrophic failures due to maintenance tasks.
RWEB provides no maintenance for 3rd party software that RWEBSPEC1 is connected to; this includes software like payment gateways, job posting software, and Google Analytics. You remain the customer of the 3rd Party and should have your own contract in place for what work you complete, or you request RWEB to complete on your behalf, 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 £30 an hour to estimate the change, and £60 an hour to deliver any agreed changes.
Hosting is provided on an unlimited bandwidth basis, 24 hours a day seven days a week, save for instances mentioned in 10.5 and 10.8.
In rare instances, servers may need to be re-booted, where the 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. Planned downtime for maintenance is not part of the 100% uptime mentioned in 10.4.
Technical SEO updates are offered on a pay-as-you-go basis and are not covered by standard planned maintenance fees.
The customer may give notice at any point in the project. If we have entered the specifications stage (considered to be when the build spec is taken), then half of all payments are due at the point of cancellation. If we have moved to the build phase, no refunds will be due. This includes payments on extended payment plans.
Post-launch, the customer goes onto a rolling 90-day rolling contract; the contract auto-renews on the anniversary of the launch date, and the yearly invoice will be issued on that date. Cancellation of the auto-renew must be given no later than 15 days before the contract is due to auto-renew, or the contract rolls on for another 90 day period. However, consideration will be taken for those who need to terminate because of financial hardship, at the director’s discretion.
Post-launch, RWEB may give 90 days’ notice to the customer for the following reasons.
In the event that RWEB ceases to trade, save for the RWEB company vehicle being closed due to the sale of the company, RWEB assets and contracts will be moved 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.
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.
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.
The Customer agrees to allow RWEB to make reference to them as one of RWEB’s customers and reproduce screenshots or parts thereof from the Project on the Developer’s website or in other marketing or advertising undertaken by RWEB.
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.
RWEB warrants and undertakes:
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.
That the RWEBSPEC1 Software will be virus-free.
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:
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.
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.
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, the cost of such a scheme will be borne by the customer.
The client warrants they will abide by GDPR, the Data Protection Act, PERC and all other laws that govern websites, data on websites, communications by websites via email/API/Cookies and other forms of technology.
Notwithstanding the above, the total public liability, employer’s 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).
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.
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.
Each party undertakes in respect of Confidential Information of which it is the recipient:
To treat such information as confidential.
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.
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.
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.
The Customer hereby agrees that they will use such Confidential Information and all other data solely for the purposes of this agreement and that they 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.
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 them by RWEB or obtained pursuant to this agreement. This clause will continue in force notwithstanding completion or termination of the Project for any reason.
16.1 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.
GDPR and RWEB. RWEB acts as Data Controller for the personal data we hold on our client’s decision-maker contact information, staff we need to interact with. The information on those contacts is held in one system, which is used for our accounting needs and is accessed by one employee of RecruiterWEB. The accounting package is a cloud-based system for a recognised vendor with a clear undertaking to support GDPR.
RWEB acts as a Data Processor for the data that passes through the websites we rent to you on a software as a service basis. Clients are offered three approaches to the handling of that data, which we refer to as GDPR Lite, GDPR Essentials, and GDPR Advanced. GDPR Lite is the default service we provide and means that our technology stores no personal data it collects, rather than data is sent to our clients via fully encrypted transfer, which may or may not include third-party APIs nominated by the client to their job posting tool providers or their applicant tracking vendors. GDPR Lite permits no access to the data being transferred to RWEB employees, or to the employees of third parties we work with, like our server providers. The solution is self-managed inside the code and software tools of the website and subsequent communications tools. A further statement on GDPR is available from Darren Revell, our founder.
Changes to the website that cannot be completed in the website admin do not form part of planned maintenance for the website, and costs related to change to meet GDPR compliance will be borne by the client.
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. RWEB reserves the right to amend the terms of service, without notice, to meet the demands of the laws of England.