NOW THE PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
- 1.1 The following words and expressions appearing in the Agreement in capitalized text shall have the meanings assigned to them below, except where the context requires otherwise:
Affiliate shall mean and include, in respect of a person, any person existing as of the date of this Agreement or at any time in the future who is Controlling, Controlled by, or is under the common Control of the person; or in case of a person who is a natural person, any relative of such person;
Applicable Laws shall mean, in relation to the obligations of the Parties under this Agreement, any statute, law, regulation, ordinance, rules, judgment, order, decree, clearance, approval, directive, guideline, code, standards and manual, policy, requirement, or other government restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any Government Authority whether in effect as of the Effective Date or thereafter and in each case as amended from time to time, and as applicable in England;
Wurkr Tool means the tool to which Wurkr grants access as part of the Services and which is more fully understood under Clause 2;
Confidential Information of each Party shall mean any and all information, data, audio, video, drawings, documents, software or other proprietary material, experience and knowhow, dealings, transactions or affairs of or relating to such Party disclosed or shared by such Party with the other Party in relation to this Agreement;
Control shall mean with respect to a Party, the power to direct or cause the direction of management and policies of such Party, either directly or indirectly, whether through ownership, voting rights, contract or otherwise. The terms "Controlling", "Common Control", "Controlled by" and "under Common Control with" shall be construed accordingly;
Dispute shall have the meaning ascribed to the term in Clause 13;
Fee shall have the meaning ascribed to the term in Clause 3;
Force Majeure Event shall mean an exceptional event or circumstance which is beyond a Party's control and not attributable to the other Party, and which having arisen, the first Party could not reasonably have avoided or overcome. Force Majeure Events include, without limitation, strikes, riots, wars, fires, epidemics, quarantine restrictions, unusually severe weather, earthquakes, floods, drought, explosions, acts of god, or acts mandated by any applicable laws, regulation or order of any governmental body;
Government Authority shall mean any ministry, department, board, or any other governmental instrumentality under the direct or indirect control of any central, provincial or local government, and any court, tribunal, or judicial or quasijudicial body in England;
Insolvency Event shall mean, in relation to a Party, the inability to pay its debts as they fall due; general assignment, arrangement or composition with or for the benefit of its creditors; commencement of insolvency proceedings (or proceedings for appointment of an administrator, liquidator, receiver or similar official over its assets) which have not been dismissed or stayed within 60 (sixty) days and passing of a resolution for voluntary winding up;
Intellectual Property Rights shall mean, any rights in or in relation to any patent, copyright, database rights in relation to software, utility model, trade mark (whether registered or not), brand name, service mark, trade secrets and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not and existing anywhere in the world, and when used in relation to Wurkr shall include the Wurkr Tool;
Losses shall have the meaning ascribed to the term in Clause 11;
Notice shall have the meaning ascribed to the term in Clause 15;
Order Form shall mean a form executed between the Parties under the governance of this Agreement to specify at a minimum the term of the Subscription Period and the Fees for specific Service engagements hereunder;
Services shall mean the services provided by Wurkr to the Client in accordance with this Agreement;
Subscription Period shall mean the period specified in the order form as may be renewed from time to time, during which the Client shall be entitled to access the Wurkr Tool unless this Agreement is terminated in accordance with Clause 7;
Website shall mean www.Wurkr.io owned and operated by Wurkr.
- 1.2 In this Agreement, unless otherwise specified:
- A. any reference to a statute or statutory provision shall include such provision as amended, modified or reenacted or consolidated from time to time;
- B. the words "include" and "including" are to be construed without limitation;
- C. the Order Form is an integral part of this Agreement; and
- D. the Agreement shall be deemed to be jointly drafted by the Parties and the rule of construction, that an Agreement should be interpreted against the party responsible for the drafting and preparation thereof shall not apply to this Agreement.
2. WURKR TOOL AND SERVICES
- A. Wurkr shall provide the Client with access to the Wurkr platform under the terms of this Agreement. Wurkr Tool shall refer to the efficiency tool which is available as a Chrome based software which allows the Client to register users to give them audio visual connection to their colleagues, chat messaging across the users, multiple screen share capability and external guest invitations to video meetings. Subject to the payment of the Fees, Wurkr shall provide the Client a nonexclusive permission to access the Wurkr Tool in accordance with the terms and conditions of this Agreement.
- B. Wurkr shall be under no obligation to guarantee 100% uptime of the Wurkr Tool. For the avoidance of all doubt, Wurkr shall not, at any time or under any circumstances, be obliged to carry out infrastructure reviews for the suitability of access.
- C. NA.
- D. Wurkr may, from time to time, over email or other modes of communication, correspond with the users, inter alia about the status of their feedback and support of the functions of the Wurkr Tool.
- E. Wurkr may also, from time to time, invite the Client representatives to author guest blogs, articles and other knowledge management materials for publication on Wurkr’s websites or websites of third parties, including but not limited to https://Wurkr.io . Wurkr reserves the right to cross-post such publications and derive intelligence from such publications for further dissemination.
- F. Notwithstanding anything contained elsewhere, Wurkr reserves the right to analyse, assess and use all information regarding the use of the Wurkr Tool in optimising, updating and powering its products, services and business.
- G. The Client understands and accepts that any and all information pertaining to the Agreement, including, as may be applicable, Sensitive Personal Data or Information, as defined by ICO or specifically in the GDPR (“Data Protection Rules”), may, at Wurkr’s discretion, be stored in servers of Wurkr’s third party service providers overseas.
In consideration for providing the Client access to the Wurkr Tool for the Subscription Period, Wurkr shall charge the Client a service fee (Fee) in accordance with the Order Form and the Agreement.
The Parties agree that the Client shall be entitled to access to any additional modules of the Wurkr Tool subject to the payment of any additional fees which shall be payable by the Client and agreed in an Order Form, within thirty (30) days of receipt of the invoice failing which Wurkr shall be entitled to charge interest at the rate of 2% pm for the delayed timeframe.
The Fees shall be exclusive of any government mandated applicable taxes. All invoices raised by Wurkr for fees agreed in an Order Form shall be payable by the Client within thirty (30) days of receipt of the invoice failing which Wurkr shall be entitled to charge interest at the rate of 2% pm for the delayed timeframe.
4. OBLIGATIONS & RESPONSIBILITIES OF THE CLIENT
- A. The Client shall not request Wurkr to render the Services in a manner that would be in contravention of Applicable Laws.
- B. The Client shall not misuse the Wurkr Tool and shall ensure that its officers access or use the Wurkr Tool and Services only in accordance with the terms of this Agreement. In particular, the Client shall not copy, reverse-engineer, decompile or maintain in any unauthorised form the Wurkr Tool, or use the Wurkr Tool for any unauthorized purpose, without the express written consent of Wurkr. The Client acknowledges that all right, title and interest in the Wurkr Tool, save and except such access as is permitted under this Agreement, shall at all times vest with Wurkr.
- C. The Client shall ensure that any information provided by Wurkr to the Client including the Wurkr Tool or any Services rendered by Wurkr to the Client under the terms of this Agreement shall be used for the purpose of communication only and in accordance with this Agreement.
- D. NA.
5. REPRESENTATIONS AND WARRANTIES
- a. Mutual Representations and Warranties
Each Party represents and warrants to the other Party that:
- 1) it is a company duly incorporated under the laws of its jurisdiction, validly existing and in good standing under the laws of its jurisdiction and has all requisite power and authority to own and operate its business and properties and to carry on its business as such business is now being conducted;
- 2) it has not suffered an Insolvency Event and it is not the subject of any investigation by any government authority which will materially impact its ability to perform its obligations and discharge its liabilities under this Agreement;
- 3) it has obtained all necessary statutory and regulatory permissions, approvals and permits for the running and operation of its establishment for the conduct of its business, and has the full legal capacity and power to execute, deliver, exercise its rights, and perform this Agreement;
- 4) this Agreement has been duly executed and forms the legal, valid and binding obligations of such Party, enforceable in accordance with their terms;
- 5) it is not subject to any obligation that would prevent it from entering into this Agreement, and the other Party has not in any way caused or induced it to breach any contractual obligation towards any other person; and;
- 6) no claim, litigation, arbitration, claim, suit, action, investigation or proceeding or order, judgement, injunction, decree, award, settlement or stipulation of or before any arbitrator, tribunal or Government Authority, is pending or outstanding against it affecting its ability to enter or perform this Agreement.
- b. Representations of Client: The Client represents and warrants to Wurkr that it has the necessary authority to provide all the information that the Client provides to Wurkr pursuant to the terms and conditions of this Agreement.
- c. Representations of Wurkr: Wurkr represents and warrants to Client that: (i) the Wurkr Tool and associated website (if any) shall function reasonably in accordance with its specifications as mentioned in Wurkr’s proposal to Client; (ii) Actual Uptime will be at least 90% each reporting month, excluding scheduled downtime (iii) for any reported issue, Wurkr shall respond to Client within one (1) business day (British Standard Time).
- A. Termination of the Agreement for Cause.
- 1. Without prejudice to other provisions of this Agreement and other rights or remedies to terminate this Agreement, either party may terminate this Agreement immediately if:
- 3. either party suffers or incurs an Insolvency Event.
- B. Termination for Convenience
Wurkr may elect to terminate this Agreement for convenience, in whole or in part, by providing a prior written notice of termination of one (1) month to the Client and the termination shall become effective upon the expiry of one month from the date of issuance of such notice.
- C. Consequences of Termination
- 1. Upon termination of this Agreement (i) each Party shall promptly return or destroy the Confidential Information relating to the other Party, as may be requested by the other Party; and (ii) the Client’s access to the Wurkr Tool shall be terminated and the Client shall no longer be entitled to access or use the Wurkr Tool or the information contained therein; (iii) the Client shall promptly and immediately pay any portion of the Fee or fee for access to additional modules that remains outstanding under this Agreement (iv) Wurkr shall refund to the Client any prepaid portion of Fees as prorated until the date of termination, in accordance with clause 7.C.3 below.
- 2. Termination of the Agreement howsoever arising shall be without prejudice to (i) any accrued rights and remedies of either party in relation to any negligence omission or default of the Client prior to such termination; and (ii) any rights or obligations of either party which are intended to survive termination.
- 3. Except for termination of the Agreement by the Client for cause pursuant to Section 7.A hereinabove, the Client shall not be entitled to request a pro-rated refund in any case the termination is initiated by the Client.
- D. Renewal
This Agreement shall expire at the end of the Subscription Period. The Client and Wurkr may mutually agree to annual renewals (with updated terms) in writing and signed by both Parties, provided either Party notifies the other with notice of its intent to renew this Agreement at least sixty (30) days prior to the expiration of the then current term.
8. CONFIDENTIALITY & NON DISCLOSURE
- a. Subject to the terms of this Agreement, each Party shall keep confidential all Confidential Information of the other Party, not use the other Party's Confidential Information for any purposes other than as required under this Agreement, and shall ensure that its personnel, employees, sub-contractors and representatives do not disclose to any person any Confidential Information of the other Party at any time or make or authorise any public or private announcement or communication concerning this Agreement.
- b. The restrictions on disclosure of Confidential Information or announcements by either Party shall not apply to the following:
- 1. disclosure of information which is already generally available or later becomes available in the public domain other than through unauthorised disclosure by the other Party or its personnel, employees, subcontractors and representatives; information which is independently developed by either Party without reference to the other Party’s Confidential Information; information which is already in the receiving Party’s possession without an obligation of confidentiality; information received by the receiving Party from a third party without restrictions on disclosure.
- 2. disclosure of information or announcements to the extent required by any Applicable Laws or by the requirements of a recognized stock exchange or any other Government Authority or making filings or other submissions under Applicable Laws, provided that (i) the disclosure or announcement is only to the extent required; and (ii) such Party shall deliver to the other Party prompt prior notification of such requirement(s) so that the other Party may seek an appropriate protective order for protection of its Confidential Information;
- 3. disclosure of information to the respective Affiliates and to its or Affiliate’s employees, representatives, contractors or advisors to whom such access is reasonably necessary or appropriate for the proper performance of obligations under this Agreement, provided that each person to whom such disclosure is made is informed of the confidentiality of the information and the obligations of confidentiality under this Clause 8 and ensure that each such person has executed a confidentiality agreement on the similar lines and for the similar term as mentioned in this Clause 8;
- 4. disclosure of information to enforce the terms of this Agreement;
- 5. disclosure of information to potential investors, provided such potential investors are also bound by confidentiality obligations of the disclosing Party;
- 6. any crowdsourced information gathered by Wurkr;
- 7. disclosure of any information, including without restriction, in whole or in part, inter alia the name of the Client, job description, Hiring Criteria and related details to the candidate(s).
9. INTELLECTUAL PROPERTY RIGHTS
- A. Ownership of Wurkr Tool
- 1. The Client hereby acknowledges and agrees that the Wurkr Tool, separately and/or in any integrated version, any information contained therein, and algorithm, code etc. that power it, are and shall remain the exclusive property of Wurkr. The Client shall have only the limited right to access the Wurkr Tool during the Subscription Period in lieu of the Fee and in accordance with this Agreement.
- 2. Intellectual Property Rights – General
- 3. Either Party shall not, and ensure that its employees, consultants and subcontractors shall not, infringe, misappropriate, dilute or otherwise violate the Intellectual Property Rights of the other Party and of any third party.
- B. Passing-off
Either Party shall not publish, nor cause to be published, any advertisement, or make any representations oral or written using the trademarks, logo, name or image (registered or unregistered) of the other Party, without prior written permission of the other Party. Notwithstanding the above, Wurkr may use the Client’s name and logo on its customer list, presentations and public website.
10. BUSINESS INTEREST
- A. The Client understands and agrees that nothing in this Agreement shall preclude or prevent Wurkr from directly or indirectly carrying on or engaging in, whether for profit or otherwise, any business which competes or may be considered as being competitive with the whole or any part of the business of the Client, including without limitation independently developing technologies.
11. INDEMNITY AND LIABILITY
- B. Wurkr agrees to indemnify, defend and hold harmless the Client and their respective officers, directors, employees, agents, representatives, successors, and assigns for any Losses brought against or incurred by the Client as a result of Wurkr’s (i) breach of any Applicable Laws (including Data Protection Rules) or any of the obligations, representations, warranties or covenants under this Agreement, (ii) infringement of any third party Intellectual Property Rights; (iii) gross negligence or willful default ; and (iv) damages for bodily injury (and death) and damage to property.
- C. The Parties agree that neither Party shall be liable to the other Party for any indirect, exemplary, punitive, special, incidental or consequential damages arising out of or in connection with this Agreement, whether for breach of this Agreement or in torts, including loss of business, revenue, profits, or any loss of any other nature whatsoever.
- D. The Client hereby agrees that Wurkr shall not be under any obligation to indemnify the Client for any Losses incurred by the Client as a result of (i) any actions of any candidate identified using the Wurkr Tool to the extent such actions are attributable to Client; or (ii) inaccurate data or information identified using the Wurkr Tool and/ or any Services.
- E. IN NO EVENT SHALL WURKR OR ITS AFFILIATES BE LIABLE ON ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY THE CLIENT FOR THE SERVICES DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM.
12. FORCE MAJEURE
No failure or omission by Wurkr to carry out or to perform any of the terms or conditions of this Agreement shall give the Client a claim against Wurkr, or be deemed a breach of this Agreement, if and to the extent that such failure or omission arises as a result or consequence of a Force Majeure Event.
In the event of any dispute, controversy or difference between the Parties arising out of or relating to this Agreement, including a dispute relating to the validity or existence of this Agreement and any non-contractual obligations arising out of or in connection with this Agreement (Dispute), any Party shall be entitled to refer the Dispute to arbitration by a notice to the other Party, to be finally resolved in the manner set out in this Clause 13 and the rights and obligations of the Parties shall remain in full force and effect pending the award in such arbitration proceeding. Such Dispute shall be resolved by a sole arbitrator mutually appointed by the Parties. The seat of arbitration shall be Bangalore and the language of arbitration shall be English. The substantive law of arbitration will be the Arbitration and Conciliation Act, 1996.
14. GOVERNING LAW AND JURISDICTION
The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of England. Subject to the provisions of Clause 13, the Parties agree to submit to the exclusive jurisdiction of the courts in England.
Any notice, demand, consent or other communication (a Notice) given or made under this Agreement:
- A. except as otherwise specified in this Agreement, shall be in writing and signed by an authorised officer of the sender;
- B. shall be delivered to the intended recipient by prepaid post or by hand or email, to the address or email address last notified by the intended recipient to the sender:
To Wurkr Ltd, 1 Waterside, Station Road, Harpenden, AL5 4US; Attention: Mr. Annil Chandel; Email: firstname.lastname@example.org With copy to: Tim Lloyd; Email: email@example.com
- C. Any Notice given or made under this Agreement shall be taken to be duly given or made in the case of delivery in person, when delivered; in the case of delivery by post, two (2) business days after posting; and in the case of email, twenty-four (24) hours after the transmission.
- A. Entire Agreement
- B. No Implied Terms
Each Party acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by the other Party, or anyone acting on behalf of the other Party, which are not embodied herein and that pertain to the matters covered by this Agreement. Additionally, the Wurkr Tool, the Service, including the Website, is provided “as is”, and Wurkr makes no warranty as to the accuracy or completeness of the Wurkr Tool, the Service or the Website. Except as otherwise stated in this Agreement, Wurkr makes no other warranties, express or implied, including express or implied warranties of merchantability, fitness for a particular purpose and noninfringement.
- C. Assignment
The Client may not assign or transfer the whole or any part of the Agreement or any benefit, interest, obligation or liability in or under the Agreement without the prior written consent of Wurkr. Either Party may upon prior written notice to the other Party be entitled to assign or novate this Agreement to any of its Affiliates or successors in interest.
- D. Severability
The invalidity, illegality or unenforceability in whole or in part of any of the provisions of this Agreement shall not affect the validity, legality and enforceability of the remaining part or provisions of this Agreement.
- E. Survival
The provisions of Clauses 5, 6, 8, 9, 11, 13, 14 and 15 and other representations, warranties, covenants and provisions contained herein that by their nature survive or are required to supplement the above-mentioned Clauses for making them effective, shall survive the expiry or termination of this Agreement.
- F. No Waiver
No failure to exercise or any delay in exercising any right, power or remedy by a Party under this Agreement shall operate as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that waiver unless made expressly in writing.
- G. Amendments
All amendments, modifications and changes to this Agreement shall be made by both Parties, in writing.
- H. Relationship
The relationship between Wurkr and the Client is that of independent contractors dealing at arm's length and nothing in this Agreement shall constitute the Parties as partners, joint venture or co-owners, or constitute either Party as the agent, employee or representative of the other.
- I. Counterparts
This Agreement may be executed in any number of counterparts, whether signed originally or reproduced by facsimile/ over email, each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument.
- J. Remedies
The Parties agree that damages may not be an adequate remedy for the Parties under this Agreement, and the Parties shall be entitled to an injunction, restraining order, right for recovery, specific performance or such other equitable relief to restrain the other Party from committing any violation or enforce the performance of the covenants, warranties or obligations contained in this Agreement
By accessing the Website, you agree that you will use the Website for lawful purposes only, and comply with all applicable laws and regulations. You will not do anything that may impair the performance or any functionality of the Website or the servers on which the Website resides. You agree not to access or attempt to access any content available on the Website by any means other than through the interface that is provided by us.
It is our endeavour to ensure that the Website is accessible to you from everywhere on a 24x7 basis. However, we may, from time to time and without prior notice of downtime, suspend access to the Website or to some parts thereof for maintenance or other reasons. We may also, at our sole discretion, either temporarily or permanently disable access to the Website for specific users. You agree that you have no expectation of or right to permanent and uninterrupted access to the Website.
The Website contains copyrighted material, trademarks, and other proprietary information owned by Wurkr. You agree that you have no right to copy, modify, publish, transmit, distribute, display, or sell any such proprietary information. You further acknowledge that mere access to or use of the Website does not confer upon you any license or right to use our intellectual property. If use of any of the intellectual property contained on the Website without our permission you will be subject to prosecution under applicable law.
The following trade names/ trademarks indicated on the Website are trade names / trademarks of Wurkr. These trademarks and trade names may not be used in connection with any product or service that is not ours in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits us. All other trademarks not owned by us that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us: Wurkr, Wurkr.io
We are maintaining the Website on an "as is" basis and offer no warranties of any kind, whether express, implied, statutory or otherwise with respect to the Website. We specifically disclaim any implied warranties of fitness for a particular purpose or non-infringement. You expressly agree that the use of the Website is at your own risk and that you will not hold us responsible for any content that may be deemed offensive, indecent, or objectionable to you. In particular, we will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, or for any loss of any kind arising out of the use of or inability to use the Website.
We provide hiring and recruitment solutions (Services) to businesses. If you are an employer looking to hire eligible candidates for your organisation you may avail our Services by registering as a client (Client) and by accepting the terms and conditions available at https://Wurkr.io/terms-of-service/. If you are an individual on the look-out for suitable job opportunities, you may register as a candidate (Candidate). In order to register you will need to accept certain additional terms and conditions that will be provided to you as part of the registration process. Once you complete the registration, we will create an account for you and you may login to your account using your username and password.
If you register with us as a Client or Candidate, you will be responsible for all activities including any messages or data that you send or receive using your account. You will also be solely responsible for maintaining the security and confidentiality of the username and password required to access the Website. You must immediately notify us of any unauthorised use of your username or password or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this provision.
EXHIBIT B - Privacy
Information gathered from visitors
Wurkr collects information from its users or visitors for the purposes of improving its Services to its clients/customers including but not restricted to achieving an efficient design for the website/application. In this endeavor, Wurkr collects any and all information arising out of the use of the Wurkr Services including but not restricted to the visitor’s IP address, browser type, referring page and time of visit. Wurkr collects this information automatically by the use of tracking programmes and session cookies which track your use of the Services. The information is inclusive but not restricted to patterns of usage, web pages visited, order of visiting different features in the Wurkr application or website.
In the event of requirement of registration and entering of payment details, Wurkr may collect the details entered at the time of such registration.
How the Information is used
Disclosure of Information
If you have subscribed to one of our Services, you may unsubscribe by following the instructions which are included in the email that you receive and subject to the Terms of Service provided on this website/application or any subscription order entered into between the parties as provided for in the Terms of Service.
In the event that you need to update your registration details, the same may be done through the application or the website.
You may be able to block cookies via your browser settings but this may prevent you from access to certain features of the website.
Cookies are small digital signature files that are stored by your web browser that allow your preferences to be recorded when visiting the website. Also, they may be used to track your return visits to the website.
Third Party Transfer
Wurkr may in the event that it is acquired by a third-party entity, merges with any third-party entity, sold to a third party or transfers control of the company to a third party, transfer or assign your data and all information available with Wurkr to such third party, as part of such acquisition, merger, sale or change of control.
Wurkr may be contacted at the email address and postal address specified below.