1. Introduction
1.1 Kalido’s Enterprise Service provides you with a Private Network, which may include internal resource management and external recruitment, enabled by artificial intelligence (“AI”). The details of the services will be defined in an order form between us.
1.2 Private Networks are spaces that are set up and managed by or for educational institutions, employers, alumni associations, nonprofits and the like (“Network Owners” or “Customers”) on the Kalido Platform.
1.3 Kalido’s services may be offered to you, the Customer and your Users, via mobile application and/or web application interface (“Platform”).
2. Our Agreement
2.1 These Enterprise Services Terms and Conditions (“Terms”), along with any terms that may be set out in an order form between you and Kalido, will form a binding contract between us (the “Agreement”).
2.2 You will have access to your own Private Network on the Platform. You can invite Users to join the Platform using a link or ask us to invite them for you. Any use of the Platform shall be based on these Terms and any changes we may make from time to time. We will notify you of any material changes we make to these terms. You and your Users will also be bound by the Terms of Use which can be found here: [Hyperlink].
2.3 The Agreement between us will commence on the Effective Date set out in the order form and shall continue until the expiration of any period specified in the order form or terminated for another valid reason in these Terms or the order form.
3. Payment and taxes
3.1 Our fees in terms of this Agreement are to be paid for by bank transfer, credit card payment, subscription, via an App Store or other method we permit as determined by your purchasing channel and/or order form.
3.2 Our fees are exclusive of taxes, levies, duties and the like, for example value-added tax, sales tax or withholding taxes in any applicable jurisdiction. You are responsible for the payment of all taxes associated with your purchase of services with us. If payments are subject to any withholding tax by any government in any jurisdiction, you will reimburse us.
3.3 In the event that you pay upon invoice, invoicing will occur in advance. Any late payments shall bear interest at the bank of England base rate plus 8%.
3.4 The Services may only be used for the number of Users and/or Recruiters specified on Your order form.
3.5 We reserve the right to apply reasonable increases to our service fee as set out in the order form on an annual basis on 30 days notice to you.
4. Data
4.1 You may add content and information to the Private Network or request us to do so on your behalf (“Customer Data”).
4.2 Anyone using your Private Network (“User”), will also be able to add content and information to the Private Network and to their User profile, to message other Users and upload files (“User Submissions”).
4.3 Where you make use of our recruitment services, your Recruiter/s shall have the ability to [INSERT]
4.4 Our Terms of Use and Privacy Policy should be consulted for more on how we collect and use data relating to the use of the Kalido Platform on your behalf. Our Privacy Policy is specifically incorporated into this Agreement. It is important that you read these as you, your Users and Recruiters will be bound by these as well. If we use a defined term that is not defined in these Terms you will find the definition in the Terms of Use and Privacy Policy.
4.5 You will own any Customer Data which shall include your brand and corporate identity, links, locations, customer integrations, project data and utilisation data. Your Users will own their User Submissions which will include all data associated with their profile.
4.6 Your Users will own their User Submissions. You grant us a license over the Customer Data to enable us to:
- provide and maintain the Private Network service;
- provide and maintain the internal resourcing service and/or external recruitment service if procured by you;
- provide technical support;
- undertake security measures;
- fulfil obligations we have in law or in terms of the Privacy Policy;
- do anything you have given us permission to do in writing.
4.7 The license you grant us is royalty-free, sublicensable, irrevocable, and worldwide to access, process, copy, use, export, import, display and distribute the Customer Data.
4.8 We own the Platform, services as well as the underlying intellectual property. Use of the Kalido Platform and any API or integration tool is licensed to you on a limited, non-exclusive, non-transferable, non-sublicensable basis, subject to this Agreement, Terms of Use, our Privacy Policy, Community Guidelines, and the law. Any rights we haven’t explicitly granted in this license are still ours. This means you are our Customer, and are not affiliated with us, or able to represent us in any way.
5. Your duties and representations
5.1 Manage the conduct of the Users and/or Recruiter on your Private Network and ensure that they adhere to the Terms of Use and Privacy Policy;
5.2 Protect all login details including passwords and usernames for administrators, Recruiters and other officials as well as your Users. We won’t be liable for any losses as a result of not protecting this information or if it is provided to a third party who accesses the Services as a result.
6. Our duties and representations
6.1 We will make sure that the Services, as defined further in the order form, remain available to you as long as the Agreement is in existence subject to changes in the Services. We shall use reasonable endeavours to maintain the availability of the Services to the you but we do not guarantee 100% availability;
6.2 We will assign you one or more Member IDs and passwords that will enable you to access administrative login to the Network;
6.3 We may provide you with an API or other integration tool to allow for data to be integrated from your internal systems;
6.4 We won’t use or process Customer Data for any reason without your written instructions in advance. Written instructions in advance include this Agreement and the Privacy Policy. You consent to us using your Customer Data for analytics, troubleshooting, machine learning/AI training and our internal administration.
6.5 Protecting your Customer Data and User Submissions is key. We have implemented strict security measures to protect you, your Users and your information too. This will include ensuring we only act within your data processing instructions including the use, access, change, deletion and disclosure of your Customer Data and within the respective valid lawful basis for processing. You can find out more about how we protect your information from our Privacy Policy. However, we are not responsible for securing, in any way, Customer Data and User Submissions when it is in your or any of your representatives possession.
6.6 We aren’t responsible for any Customer Data content or the manner that you or your Recruiters or Users use Kalido, the Private Network or the manner you choose to store or process any Customer Data.
6.7 If there is a violation of any of the terms, policies, contract or any law between us and you, the Recruiter or the User that can be resolved by deletion of Recuiter inputs or User Submissions we will ask you to take action. Although we aren’t obligated to, we can get directly involved and take appropriate action if you do not, or if there is the potential of harm to us, the Platform, Recruiters, Users or Third Parties.
7. Termination
7.1 Either party can end the Agreement for no reason by giving the other 30 days notice.
7.2 If either one of us breaches any part of the contract between us and does not fix the breach within 10 days the contract can be cancelled by the party who is not at fault.
7.3 If we were at fault we will refund any contract payments you may have made in advance covering the rest of the contract term.
7.4 If you were at fault you will pay for the rest of the contract term after the date of termination.
7.5 You will remain responsible for payment in terms of this Agreement before the date of termination.
7.6 Despite what we have said above we can cancel the Agreement and end the Services immediately if we have good reason to think that you or your Recruiters and/or Users are violating any applicable law.
8. Limitation of liability and warranties
8.1 The Platform and all Kalido Services are provided “as is”.
i. to the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall Kalido (or its licensors or suppliers) be liable to you, your Recruiters, Users or to any other person for a) any indirect, special, incidental, or consequential damages of any kind, including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction.
ii. Warranty Disclaimer: Neither Kalido nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of Services or products offered or purchased through the Platform. Products and Services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided ‘as is’ and without any warranty of any kind from Kalido or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product);
iii. We don’t make any representations or any warranties, whether express or implied, about the merchantability of the Platform, Services or its fitness for any particular purpose. You agree that we do not warrant that the Platform and Services will be uninterrupted, on time, secure or without error.
iv. You warrant and represent that you own or have rights to the Customer Data which permit you to grant access, use, license or sublicense thereto in this contract.
v. You warrant and represent that any personal data which you, your Users or Recruiters may use on the Platform has been processed lawfully in terms of any applicable privacy law.
vi. to the fullest extent allowed by applicable law, you agree to indemnify and hold Kalido, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to a) your use of the Platform, Services (including any actions taken by a third party using your account), b) your Recruiter and Users use of the Services c) your warranties and representations and d) your violation of these Terms.
9. Confidential Information
9.1 In the course of this Agreement we will exchange Confidential Information with each other.
9.2 Confidential Information will be any information that is confidential by its nature or is marked as confidential by the party sharing the information (the “Disclosing Party”), including order forms, and any other intellectual property, business, product, marketing, sales or technology information that is not in the public sphere including Customer Data.
9.3 The Receiving Party will take steps to keep Confidential Information safe and will only share it with employees, contractors and advisors on a strictly need to know basis for the purposes of this contract. The Receiving Party will make these persons aware of these Confidentiality obligations.
9.4 Information will not be confidential if:
i. it was already known to the party receiving it (the “Receiving Party”) without a breach of any confidentiality obligations owed to the Disclosing Party;
ii. it is already in the public domain or enters the public domain without a breach of any confidentiality obligations owed to the Disclosing Party
iii. it was developed independently by the Receiving Party;
iv. it was disclosed by the third party that did not owe the Receiving Party any confidentiality obligations.
9.5 A Receiving Party may disclose Confidential Information is required to do so by a court or similar tribunal. The Receiving Party shall give the Disclosing Party notice as soon as it becomes aware of this obligation so that the Disclosing Party can take steps to contest this obligation at its own cost. The Receiving Party shall take all steps to limit the disclosure to the minimum legally required.
10. Subsidiaries
This Agreement is for use on behalf of a single company or organisation. You may not use the Platform on behalf of multiple companies or organisations. Supplemental subsidiary licenses are available for an additional fee.
11. Restrictions
You may not copy or modify the Platform or API, reverse engineer it or disassemble/de-compile the Platform or API. You may not republish or redistribute any content, make any alteration to the Platform or API, conduct any load testing or security testing or use the Platform or API to develop a commercial product or service offering.
12. Resale
You agree that you will not use the Platform or any component of the Services, including the Private Network service and/or the recruitment service, for hire on behalf of another individual or organisation or in any other resale capacity.
13. No Source Code
You will not receive or have access or license to any source code for the Platform.
14. Change
Access is limited to the version of the Private Network service in Kalido’s production environment. Kalido may from time to time at its sole discretion update the Private Network, internal resourcing or recruitment services offerings and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements.
15. Choice of law
15.1 Should a dispute arise about these Terms, or about something related to these Terms, the dispute will be addressed in London, England, in English, and held in accordance with the London Court of International Arbitration mediation rules. The applicable law will be that of England and Wales.
15.2 To keep things clear, use of Kalido, and the acceptance of these Terms constitutes consent to the exclusive jurisdiction and venue in the state or federal courts located in, respectively, London, or the United Kingdom.
16. Enforceability of Terms
16.1 Should any part or parts of this Agreement be unenforceable or invalid, only that portion shall be removed or deleted. Removal or deletion of certain portions does not affect any rights or obligation under the rest of this Agreement
16.2 This Agreement, our Privacy Policy, Community Guidelines, and in-app permissions form the complete contract between you and us, and no other written or oral agreements shall supersede these.