Table of Contents

Preamble

  1. Safehire.ai Ltd (Safehire) has developed a software platform which it makes available to customers as a service. The platform provides a customer with a means by which to undertake surface and Deep Web searches against potential and existing employees, contractors, volunteers, and other associated persons for the purposes of compliance with applicable laws and regulations, risk management, and internal due diligence.
  2. The Customer wishes to use Safehire’s platform to conduct Surface and Deep Web background checks on individuals, including potential and existing employees, contractors, volunteers, and other associated persons, for purposes including but not limited to compliance with applicable laws and regulations (such as safeguarding obligations, including those referenced in the UK Department for Education’s statutory guidance: "Keeping Children Safe in Education" as updated from time to time), risk management, due dileigence, and internal policies. This usage may extend across various sectors and jurisdictions.
  3. Safehire has agreed to provide, and the Customer has agreed to take and pay for, Safehire’s services on the terms and conditions of this agreement.

The parties agree

1. Interpretation

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

“Authorised Users” those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.

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

“Chatbot” a chatbot that may be provided as part of the Services.

“Confidential Information” information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.

“Customer Data” the data inputted by the Customer (by way of its Authorised Users) for the purpose of using the Services which may include Personal Data .

“Data Protection Laws”:

To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

"Deep Web" means internet content not indexed by standard search engines. This includes the Dark Web, a subset of the Deep Web which is intentionally concealed and requires specialized access tools.

“Documentation” the documents made available to the Customer by Safehire online via www.safehire.ai or such other web address notified by Safehire to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

“Effective Date” means the date on which the Customer accepts these terms and conditions through Safehire’s online platform or by commencing use of the Services.

“EU GDPR”  the General Data Protection Regulation ((EU) 2016/679).

Fees” the fees payable by the Customer to Safehire (which entitle the Authorised Users to access and use the Services and Documentation on these terms and conditions)

“Normal Business Hours” 8.00 am to 6.00 pm local UK time, each Business Day.

“Personal Data ”  any personal data (as defined by Data Protection Laws) which Safehire processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.

“Renewal Period” the period described in clause 12.3.

“Services” access to ****the software platform provided by Safehire to the Customer as a subscription service, under this agreement via www.safehire.ai (or any other website notified to the Customer by Safehire from time to time), as more particularly described in the Documentation.

“Software” the operating software, access to which is provided by Safehire as part of the Services.

“Support Services Policy” Safehire’s policy for providing support in relation to the Services as made available through our website www.safehire.ai or such other website address as may be notified to the Customer from time to time.

“Surface Web” means the portion of the internet that is publicly accessible and indexed by standard search engines, allowing content to be retrieved without requiring authentication, specialised tools, or non-standard access methods.

Term” means the period from the Effective date until termination in accordance with these terms and conditions.

UK GDPR” has the meaning given to it in the Data Protection Act 2018.

“Virus” anything 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 interpreted accordingly.

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

1.3 A reference to a company includes any company, charity, educational establishment, corporation or other body corporate, wherever and however incorporated or established.

1.4 Unless the context otherwise requires, words in the singular includes the plural and in the plural include the singular; and a reference to one gender includes a reference to the other genders.

1.5 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 and includes all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.6 A reference to writing or written includes email.

2. Licence to access the Services

2.1 Subject to the Customer paying the Fees as set out in clause 9, and subject to compliance with the other terms and conditions of this agreement, Safehire hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely to enable the Customer to meet the Customer’s internal obligations of carrying out safeguarding searches.

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