Recruiter Terms and Conditions
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Agreed Purposes: the purposes of facilitating the recruitment process for the Recruiter and the Borrower by providing recruitment businesses with the ability to determine if organisations may be eligible for financing in order to pay recruitment fees and to introduce independent lenders for that purpose as set out in this Agreement.
Arrangement Fee: a percentage of the value of the Financing provided, which shall be deducted by the Lender prior to disbursement of the Invoiced Amount. This Arrangement Fee may be adjusted at Playter Pay’s sole discretion from time to time and any such changes shall be notified to the Recruiter.
Authorised Users: those employees of the Recruiter who are authorised by the Recruiter to use the Services, as further described in clause 6.1(c).
Applicable Data Protection Laws: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Borrower: means an organisation registered to use the Platform as a borrower in order to access finance to pay recruitment fees.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 13.5.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in Applicable Data Protection Laws.
Data Discloser: a party that discloses Shared Personal Data to the other party.
Financing: the financing provided by any lender from time to time (the “Lender”) to the Borrower in respect of the Loan Amount.
Invoiced Amount means the amount to be paid by the Borrower as set out in the invoice submitted by the Recruiter to the Borrower, such amount including VAT.
Loan Agreement means the agreement entered into between the Recruiter, the Lender and the Borrower relating to the Financing.
Loan Amount means the Invoiced Amount less VAT.
Recruiter: means the organisation purchasing the Subscription in accordance with clause 5.1.
Recruiter Data: the data inputted into the Platform by the Recruiter, Authorised Users, or by Playter Pay on the Recruiter’s behalf, for the purposes of using the Services.
Playter Pay: means ImployApp Limited trading as ‘Playter Pay’.
Mandatory Policies: Playter Pay’s business policies and codes, as amended from time to time by notification to the Recruiter.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Permitted Recipients: the parties to this agreement, the employees of each party, and all other users of the Services (including without limitation, all Recruiters and Borrowers).
Platform: the online platform hosted at www.app.playter.co provided by Playter Pay as part of the Services to provide recruitment businesses with the ability to determine if organisations may be eligible for financing in order to pay recruitment fees and to introduce independent lenders for that purpose.
Registration Date: the date on which the Recruiter registers an account on the Platform.
Renewal Period: the period described in clause 2.1.
Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.
Services: the subscription services provided by Playter Pay to the Recruiter under this agreement as set out at www.app.playter.co, including without limitation access to and use of the Platform, along with any other website or platform notified to the Recruiter by Playter Pay from time to time.
Shared Personal Data: the personal data to be shared between the parties under clause 8 of this agreement. Shared personal data shall be confined to the following categories of data subject: Contact details including names, email Addresses and phone numbers of Borrowers and Lenders.
Subscription: the subscription purchased by the Recruiter pursuant to clause 5.1 which entitles Authorised Users to access and use the Services in accordance with this agreement.
Subscription Fees: the subscription fees payable by the Recruiter to Playter Pay as set out in this agreement.
Subscription Period: a period of 12 months from the Registration Date.
Term: means the Subscription Period along with any subsequent Renewal Periods.
Transaction: Financing arranged via the Platform.
Virus: 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.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 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.
1.10 A reference to writing or written includes email.
2.1 This agreement shall commence on the Registration Date, and (unless terminated earlier in accordance with the provisions of this agreement) shall continue for the Subscription Period, and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Subscription Period or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Subscription Period or Renewal Period; or
(b) the Term is otherwise agreed between the parties in writing.
3.1 Subject to:
(a) the Recruiter paying any Subscription Fees due to Playter Pay in accordance with clause 5.1; and
(b) the Recruiter complying with all other terms and conditions of this agreement,
Playter Pay hereby grants to the Recruiter, a non-exclusive, non-transferable right, without the right to grant sublicences, to permit its Authorised Users to use the Services during the Term solely for the Recruiter’s internal recruitment needs.
4.1 Playter Pay shall, during the Term, provide the Services to the Recruiter on and subject to the terms of this agreement.
4.2 Playter Pay shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 10.00 pm to 4.00 am UK time; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that Playter Pay has used reasonable endeavours to give the Recruiter at least 3 Normal Business Hours’ notice in advance.
5. Registration and charges
5.1 The Recruiter shall pay the Subscription Fees to Playter Pay for the Subscription Period and any Renewal Period, in accordance with this clause 5. At a point which. is mutually agreed by both Recruiter and Playter Pay, a monthly fee of £250 per month shall be payable to Playter Pay for each month during the Term.
5.2 The Recruiter shall, on the Registration Date, provide to Playter Pay, valid, up-to-date and complete credit or debit card details, along with any other relevant valid, up-to-date and complete contact and billing details requested by Playter Pay.
5.3 Unless otherwise agreed in writing between the parties, Playter Pay shall invoice the Recruiter each month in respect of the Subscription Fees, and the Recruiter shall pay each invoice by direct debit payment on receipt of an invoice. The Recruiter hereby authorises Playter Pay to automatically deduct the Subscription Fees from a credit or debit card nominated by the Recruiter on the date the Subscription Fees are due. The Recruiter is responsible for ensuring that sufficient funds are available on the relevant due date so that the appropriate deductions can be made. If an attempted deduction is unsuccessful, the relevant amount will be considered unpaid and clause 6.4 shall apply if the relevant amounts are not settled by the Recruiter through an alternative payment method.
5.4 If the Recruiter does not pay any amount properly due to Playter Pay by the due date, and without prejudice to any other rights and remedies of Playter Pay:
(a) Playter Pay may, without liability to the Recruiter, disable the Recruiter’s password, account and access to all or part of the Services, and Playter Pay shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Playter Pay’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
5.5 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in pounds sterling;
(b) are, subject to clause 15.3(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to Playter Pay’s invoice(s) at the appropriate rate.
5.6 Playter Pay shall be entitled to increase the Subscription Fees at the start of each calendar year upon 45 days’ prior notice to the Recruiter.
6.1 In relation to the Authorised Users, the Recruiter undertakes that:
(a) it will not allow its Subscription to be used by anyone other its Authorised Users;
(b) each Authorised User shall keep all passwords secure and confidential, and that each password shall be changed no less frequently than once in each calendar year;
(c) it shall maintain a written, up to date list of current Authorised Users and provide such list to Playter Pay within 2 Business Days of Playter Pay’s written request at any time or times;
(e) it shall permit Playter Pay or Playter Pay’s designated auditor to audit the Services in order to establish the name of each Authorised User and to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at Playter Pay’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Recruiter’s normal conduct of business;
(f) if any of the audits referred to in clause 6.1(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Playter Pay’s other rights, the Recruiter shall promptly disable such passwords and Playter Pay shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 6.1(e) reveal that the Recruiter has underpaid Subscription Fees to Playter Pay, then without prejudice to Playter Pay’s other rights, the Recruiter shall pay to Playter Pay an amount equal to such underpayment as calculated by Playter Pay within 10 Business Days of the date of the relevant audit.
6.2 The Recruiter shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and Playter Pay reserves the right, without liability or prejudice to any other rights it has to the Recruiter, to disable the Recruiter’s access to any material that breaches the provisions of this clause.
6.3 The Recruiter shall not:
(a) use the Services for anything other than for its own internal recruitment purposes; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services; or
(c) use the Services to provide services to third parties; or
(d) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
(e) subject to clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
(f) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under the terms of this agreement; or
(g) introduce or permit the introduction of, any Virus or Vulnerability into Playter Pay’s network and information systems.
6.4 The Recruiter shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Playter Pay.
6.5 The rights provided under clauses 3 and 4 are granted to the Recruiter only, and shall not be considered granted to any subsidiary or holding company of the Recruiter.
7. Recruiter data
7.1 The Recruiter shall own all right, title and interest in and to all of the Recruiter Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Recruiter Data.
7.2 Playter Pay shall archive Recruiter Data in accordance with its archiving procedures and such archiving procedures may be amended by Playter Pay in its sole discretion from time to time. In the event of any loss or damage to Recruiter Data, the Recruiter’s sole and exclusive remedy against Playter Pay shall be for Playter Pay to use reasonable commercial endeavours to restore the lost or damaged Recruiter Data from the latest back-up of such Recruiter Data maintained by Playter Pay in accordance with its archiving procedures. Playter Pay shall not be responsible for any loss, destruction, alteration or disclosure of Recruiter Data caused by any third party.
8. Data protection and data sharing
8.1 Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) may regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
8.2 Effect of non-compliance with UK Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the UK Data Protection Legislation, and any material breach of the UK Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
8.3 Particular obligations relating to data sharing. Each party shall:
(a) ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
(b) give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
(c) process the Shared Personal Data only for the Agreed Purposes;
(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
(f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
(g) not transfer any personal data received from the Data Discloser outside the UK unless the transferor:
(i) complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
(ii) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in 60 Article 49 GDPR applies to the transfer.
8.4 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Applicable Data Protection Laws. In particular, each party shall:
(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
(b) promptly inform the other party about the receipt of any data subject access request;
(c) provide the other party with reasonable assistance in complying with any data subject access request;
(d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
(e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Applicable Data Protection Laws with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
(f) notify the other party without undue delay on becoming aware of any breach of the Applicable Data Protection Laws;
(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
(i) maintain complete and accurate records and information to demonstrate its compliance with this clause 9; and
(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Applicable Data Protection Laws, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Applicable Data Protection Laws.
8.5 The Recruiter shall indemnify Playter Pay against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Playter Pay, arising out of or in connection with a breach of the Applicable Data Protection Laws by the Recruiter, its employees or agents.
9. Third party providers
10. Playter Pay’s obligations
10.1 Playter Pay undertakes that the Services will be performed in accordance with the descriptions set out on www.app.playter.co and with reasonable skill and care.
10.2 The undertaking at clause 10.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Playter Pay’s instructions, or modification or alteration of the Services by any party other than Playter Pay or Playter Pay’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Playter Pay will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Recruiter with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Recruiter’s sole and exclusive remedy for any breach of the undertaking set out in clause 10.1.
10.3 The Platform shall (a) provide the Recruiter with the ability to check if a Borrower might be eligible for financing to pay the Recruiter’s recruitment fees and (b) introduce independent lenders for the purposes of lending to the Borrower (Eligibility Check). The Recruiter expressly acknowledges that such Eligibility Checks are provided by third party suppliers on Playter Pay’s behalf and Playter Pay does not provide any warranties in respect of the accuracy of the information provided to the Recruiter. Further, Playter Pay accepts no liability for the outcome of any Eligibility Checks carried out by such third parties as part of the Services. If an Eligibility Check confirms that a Borrower may be eligible for financing via the Platform, the relevant Borrower will be sent an email inviting them to join the Playter Pay Platform.. If the Borrower does not join the Platform, Playter Pay will not be required to take any further action in respect of such Borrower or any Eligibility Check. If the Borrower joins the Platform and provides the necessary permissions, Playter Play shall arrange any required additional banking authorisation checks to be undertaken and will contact with the Borrower directly in order to carry out the Services.
10.4 Playter Play:
(a) does not warrant that:
(i) the Recruiter’s use of the Services will be uninterrupted or error-free;
(ii) that the Services and/or the information obtained by the Recruiter through the Services will meet the Recruiter’s requirements; or
(iii) the Services will be free from Vulnerabilities;
(b) 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 Recruiter acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
10.5 This agreement shall not prevent Playter Pay 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.
10.6 Playter Pay warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
11. Recruiter’s obligations
11.1 The Recruiter shall:
(a) provide Playter Pay with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by Playter Pay;
in order to provide the Services, including but not limited to Recruiter Data, security access information and configuration services;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Recruiter responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Recruiter’s provision of such assistance as agreed by the parties, Playter Pay may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Playter Pay, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by Playter Play from time to time; and
(g) be, to the extent permitted by 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 Playter Pay’s data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Recruiter’s network connections or telecommunications links or caused by the internet.
11.2 The Recruiter warrants that it shall, for a period of no less than twelve (12) weeks from the date of the Loan Agreement, ensure that all terms and conditions on which it engages with the Borrower shall include a “free replacement” clause (unless the Borrower chooses to agree to alternative replacement or rebate clauses outside of this agreement, as the case may be and subject to any such alternative agreement being agreed between the parties in writing and not forming part of the Loan Agreement).
11.3 The Recruiter agrees to enter into the Loan Agreement with the Lender and the Borrower only for the purpose of confirming that all terms and conditions on which it engages with the Borrower include the “free replacement” clause referred to in clause 11.3 above.
11.4 The Recruiter agrees that it shall upload all invoices for the Invoiced Amount to the Platform, together with its bank details for the account into which it wishes the Invoiced Amount less the Arrangement Fee to be paid. The Recruiter acknowledges and agrees that if it fails to provide such information, it will not be possible to pay the Invoiced Amount less the Arrangement Fee to the Recruiter.
11.5 For the purposes of carrying out the Eligibility Check, the Recruiter must provide certain information about the Borrower, including but not limited to the Borrower’s Companies House registration number. The Recruiter agrees to provide complete and up to date information as set out in this clause 11.5 in order for Playter Pay to be able to carry out the Eligibility Check.
12. Proprietary rights
The Recruiter acknowledges and agrees that Playter Pay and/or its licensors own all intellectual property rights in the Services (including without limitation all intellectual property rights in the Platform). Except as expressly stated herein, this agreement does not grant the Recruiter 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 Services.
13. Confidentiality and compliance with policies
13.1 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:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, and where such independent development can be shown by written evidence.
13.2 Subject to clause 13.4, 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.
13.3 Each party shall 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.
13.4 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 13.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
13.5 The Recruiter acknowledges that details of the Services, along with the results of any performance tests of the Services, constitute Playter Pay’s Confidential Information.
13.6 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.
13.7 The above provisions of this clause 13 shall survive termination of this agreement, however arising.
13.8 In performing its obligations under this agreement the Recruiter shall comply with the Mandatory Policies.
The Recruiter shall defend, indemnify and hold harmless Playter Pay against 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 Recruiter’s use of the Services.
15. Limitation of liability
15.1 Except as expressly and specifically provided in this agreement:
(a) the Recruiter assumes sole responsibility for results obtained from the use of the Services by the Recruiter, and for conclusions drawn from such use. Playter Pay shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Playter Pay by the Recruiter in connection with the Services, or any actions taken by Playter Pay at the Recruiter’s direction;
(b) 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; and
(c) the Services are provided to the Recruiter on an “as is” basis.
15.2 Nothing in this agreement excludes the liability of Playter Pay:
(a) for death or personal injury caused by Playter Play’s negligence; or
(b) for fraud or fraudulent misrepresentation.
15.3 Subject to clause 15.1 and clause 15.2:
(a) Playter Pay 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
(b) Playter Pay’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the Subscription during the 12 months immediately preceding the date on which the claim arose.
15.4 Playter Pay makes no guarantee that any lending transactions will be made via the Recruiter’s use of the Platform. For the avoidance of doubt, Playter Pay is not a lender and do not lend its own money to any Borrowers. Playter Pay acts as an intermediary only in order to facilitate introductions and lending by third party Lenders. Playter Pay and the Recruiter each acknowledge and agree that this agreement does not constitute a contract for any funding. Any funding Playter Pay arranges will be based on the relevant Lender’s own terms of business and/or terms and conditions. Playter Pay make no representation or warranty about the Lender and will not be liable in any way whatsoever for any loss, damage, injury or expense suffered or incurred by the Recruiter or any third party howsoever caused in respect of any funding arranged by Playter Pay. The Recruiter hereby agrees that Playter Pay acts as an intermediary only and is in no way responsible for the acts, omissions or defaults of any Lender or any failure of a Lender to perform its obligations.
16.1 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:
a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 28 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement and where such breach is irremediable or (if such breach is remediable) where that party fails to remedy such breach within a period of 28 days after being notified in writing to do so;
(c) 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;
(d) 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;
(e) a petition is filed, a notice is given, 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;
(f) an application is made to court, or 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;
(g) 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;
(h) 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;
(i) 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 14 days;
(j) 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 16.1(c) to clause 16.1(i) (inclusive); or
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
16.2 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Recruiter shall immediately cease all use of the Services;
(b) each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;
(c) Playter Pay may destroy or otherwise dispose of any of the Recruiter Data in its possession, unless Playter Pay receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Recruiter of the then most recent back-up of the Recruiter Data. Playter Pay shall use reasonable commercial endeavours to deliver the back-up to the Recruiter within 30 days of its receipt of such a written request, provided that the Recruiter 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 Recruiter shall pay all reasonable expenses incurred by Playter Pay in returning or disposing of Recruiter Data; and
(d) 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.
17. Force majeure
Playter Pay shall have no liability to the Recruiter 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 Playter Pay 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, epidemic, pandemic or default of suppliers or sub-contractors, provided that the Recruiter is notified of such an event and its expected duration.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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.
20. Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
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 21.1 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.
22.4 Nothing in this clause shall limit or exclude any liability for fraud.
23.1 The Recruiter shall not, without the prior written consent of Playter Pay, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
23.2 Playter Pay may at any time 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 of, 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. 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.
26.1 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 registered office address, or such other address as may have been notified by that party for such purposes.
26.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9.00 am 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.
27. 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).At a po