GTI terms and conditions

The main clauses necessary for us to understand our mutual obligations under this agreement

1. About Us and Our services

We aim to help students and graduates realise their potential in the world of work through technology, content, and tools, and to assist Our clients in helping them achieve their career goals.
We are in the business of:
1. providing Our clients from across the UK and Republic of Ireland with access to Our career discovery platforms known as targetjobs, targetconnect, and gradireland (‘Platform(s)’). We can provide thePlatform Services listed in the DOS either as a managed service or as a client self-service.
2. managing a variety of face-to-face in person, virtual online, and blended (both in person and online) events (‘Event(s)’) for Our clients. Where Our Events are provided online, We will use either Our own or a third party’s virtual events platform (‘Events Platform’). We can provide the Events Services listed in the DOS.
3. publicising employer opportunities to students and graduates through our consumer facing websites known as targetjobs.co.uk and gradireland.com.
4. providing Our clients with access to a number of Our own and/or third-party websites, apps or publications listed in the DOS (‘Publication(s)’). We can help Our clients publicise their own or GTI curated content (to enhance student, graduate, and prospective employee engagement) by providing the Publication Services listed in the DOS.
5. providing several ancillary services to Our clients which complement and/or can be taken independent of Our Platform Services, Events Services, and Publications Services, such as research (‘Research Services’), insight and on campus and digital engagement strategies (‘Add-On Services’). We can provide the Research Services and Add-On Services listed in the DOS.

2. What some words mean?

To keep this Agreement simple and tidy, defined terms and their meaning are stated in the DOS or otherwise in the context in which they first appear in this Agreement. Words which have a defined meaning will be capitalised and (on first use only) appear in inverted commas. Whether defined terms appear in the singular or plural, they shall be read in the context of their defined meaning in their relevant singular or plural form.

3. What the duration of this Agreement is

This Agreement shall be deemed to have commenced on the Services Start Date (or in the absence of such date, then the date of the last signature on the signature page, indicating that both parties have agreed to enter into this Agreement) and shall continue for the Duration or until the expiry of the Services End Date (whichever is the earlier), unless this Agreement has been terminated before that date by either Party in accordance with the termination provisions set out in this Agreement below.

4. The obligations we owe to each other

Your obligations to Us

In return for Us providing You with the Services, You agree to pay for the services selected in the Description of Services (‘Services’).
You shall use the Services in compliance with its applicable User Guide.
So that We can provide You with the Services:
1. You shall have obtained all necessary consents and permissions for Us to lawfully process and handle all content and data that You provide to Us (‘Client Materials’) in accordance with Data Protection Laws and Privacy and Direct Marketing Laws, and You shall provide Us with assurance and evidence of the same promptly, on Our written request.
2. You hereby grant Us a non-exclusive licence to use, edit, reproduce, delete and distribute Client Materials in connection with the Services to provide You with the Services from the Services Start Date (unless or until earlier terminated) until the expiry of the Services End Date or expiry of the Duration (whichever is the later).
3. Where applicable, You will provide Us with (or procure on our behalf) a non-exclusive licence from the Services Start Date (unless or until earlier terminated) until the expiry of the Services End Date or expiry of the Duration (whichever is the later) to use your applicant training system or other software that You require Us to access and use to assist You in the marketing, recruiting, selection, and hiring process as part of Our provision of the Services to You.
4. Where You are in receipt of Events Services, You shall (and shall procure that your event participants also comply) with all necessary terms of use and/or acceptable behaviour policy and/or health and safety policy or equivalent policies of the events venue (whether online, in person or hybrid).
5. You shall:
  1. provide to us suitable and relevant, accurate and true Client Materials which do not breach any confidentiality obligations owed by You to a third party and which are not defamatory,
  2. provide to us appropriate access to systems and personnel,
  3. make appropriate and suitable personnel available to Us, and
  4. fulfil any other requirements listed as dependencies or assumptions in the DOS.
If we consider that any of the Client Materials are not suitable for use in respect of the Services, We reserve the right to refrain from using them or to edit them. If We edit any Client Materials, we will do so with reasonable skill and care. For the avoidance of doubt, You are responsible for all Client Materials and we make no warranty that Client Materials, even if they have been reviewed or edited by Us, are suitable for any particular purpose or are compliant with applicable laws.

Our obligations to You

5. We shall provide the Services (including any relevant support) as stated in the Description of Services and the Service

Description in accordance with the terms and conditions of this Agreement.

6. We shall perform the Services (and any relevant support for those Services agreed in the DOS) with all due skill, care, and diligence.

7. The Services shall commence on the Service Start Date and shall continue (unless or until earlier terminated) until the expiry of the Services End Date or expiry of the Duration, whichever is the later.

5. Licensing Terms

Where Platform Services are selected in the DOS, We shall provide You with a limited non-exclusive revocable licence (subject to earlier termination of this Agreement) until the expiry of Services End Date to access and use (and, where appropriate, load up Client Material on to) the selected Platform Service(s) to avail of the Services We provide.

Where Events Services are selected in the DOS and are to be provided as an online only event or a hybrid event, We shall provide You with a limited non-exclusive revocable licence (subject to earlier termination of this Agreement) until the expiry of the Services End Date to access and use Our Events Platform for the purposes of co-hosting an event(s) and/or Your receipt of Our Events Services.
We reserve the right to suspend access by You or Your chosen participants if either You ora participant(s) fail to comply with the terms of use and/or acceptable behaviour policy relevant to the respective Events Platform.
Where Publication Services are selected in the DOS , We shall provide you with a non-exclusive revocable licence (subject to earlier termination of this Agreement) until the expiry of the Services End Date to (1) access publications in which co-created or bespoke content appears, where this is not available in the public domain, and (2) re-publish, distribute and disseminate co-created and bespoke content, where this is to be made available on or via the Client’s own systems and platforms.
We reserve the right to suspend or adjust delivery of the Publication Services should You fail to provide Client Materials in the appropriate format necessary for Our Provision of the Publication Services and/or in a timely manner.
Where Research Services are selected in the DOS, We shall provide You with a non-exclusive perpetual licence to publish such research on Your own Platforms and/or through Our Platform Services. We reserve the right to remove research commissioned by You from Our Platform Services at any time after expiry of the Services End Date.
1. Where the Services include Workplace Surveys the provisions of this clause 6 shall additionally apply.

6. Equality and diversity

Each Party shall comply (and ensure that its personnel also comply) with all applicable Equality Laws. In particular:
1. You shall comply with the Equality Laws in respect of Your receipt of Our Services and/or Your provision (whether provided via Our Platform Services, Our Events Platforms, or not) of Client Materials to Us necessary for the lawful operation of the Services.
2. We shall comply with the Equality Laws in respect of Our provision of the Services to You (including Our provision of content to You).
'Equality Laws’ means the Equality Act 2010, any statutory code issued under it, any associated guidance published by the Equality and Human Rights Commission, and all other applicable UK legislation, statutory instruments, and regulations in relation to equality and diversity which shall from time to time be in place or published by successor bodies.

7. How payment and invoicing works

You shall pay the Fees set out in the Statement of Work and reference the Purchase Order number stated in the DOS on all payments made to Us.
Unless otherwise stated in the Statement of Work, the Fees shall be invoiced by Us on or before the Services Start Date.
All invoices shall be due and payable in cleared funds by the end of 30 calendar days from the date of invoice (‘Due Date’). All invoiced amounts outstanding at the Due Date will be deemed a debt due and immediately payable by You to Us.
You shall not be entitled to make any deductions or to off-set any amounts owed to You by Us from the Fees You owe to Us for which we have invoiced You.
If You fail to pay any invoice in cleared funds by its Due Date, We shall (at Our sole discretion) be entitled to charge You interest on the overdue amount at a rate of 8% above the then current Bank of England base rate with effect from the DueDate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time).
If You fail to pay any invoice by the Due Date, We also reserve the right to be able to withhold Our Services to You until such time as We have received full payment in cleared funds from You, at which point Our Services to you will resume.
A Persistent Failure To Pay overdue amounts may result in this Agreement being terminated by Us.
In addition to the overdue amount and interest payable in respect of the late payment stated above, We shall have the right to be paid all reasonable costs (including but not limited to all professional, legal, or accountancy fees and debt recovery service fees) incurred in recovering the debt.
All sums referred to in this Agreement are exclusive of VAT or any other similar sale, withholding or turnover tax (if applicable), such taxes shall be payable in addition to the Fees on the same payment terms specified in this Agreement.

8. How we both keep each other’s information confidential

Each Party undertakes to the other Party to keep (and to ensure that its personnel also keep) confidential this Agreement and any information it receives about the other Party and its business in connection with this Agreement (whether such information was received from the other Party prior toor after entering into this Agreement), regardless of the format in which that information was received (‘Confidential Information’) and shall not use for its own purposes or disclose that Confidential Information of the other Party to any person without the prior written consent of the other Party about whom the Confidential Information is concerned, EXCEPT to the extent that:
1. disclosure is required by law or by persons or bodies with a legal right or duty to access or have knowledge of the Confidential Information;
2. disclosure is strictly necessary for the proper performance of the receiving Party’s obligations in connection with this Agreement;
3. disclosure is required to be made to auditors or professional advisors solely for the purposes of providing professional advice and services to that receiving Party;
4. the relevant information was or is disclosed to and received by that Party lawfully free of obligation of confidentiality (with full right to disclose);
5. the relevant information was in that receiving Party’s possession (with full right of disclosure) before receipt from the other Party; and/or
6. the relevant information is already in the public domain.

9. How we both protect the personal data and privacy of individuals

Each Party shall comply (and ensure that its personnel also comply) with relevant Privacy and Direct Marketing Laws in respect of the use and provision of the Services. ‘Privacy and Direct Marketing Laws’ mean the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the UK Code of Non-Broadcast Advertising and Direct and Promotional Marketing Code (known as the ‘CAP Code’ and/or other industry codes of practice relevant to direct marketing and advertising).
To the extent that any information relating to an identified or identifiable natural person (‘Personal Data’) is processed by us in connection with the provision of the Services, we will process such Personal Data in accordance with Data Protection Laws and our privacy policy available at https://www.groupgti.com/privacy/gti-futures
‘Data Protection Laws’ means the Data Protection Act 2018 and the Regulation (EU) 2016/679 (‘General Data Protection Regulation’ or ‘GDPR’), and (to the extent applicable to the performance of this Agreement) the data protection laws of any other country where processing of Personal Data pursuant to this Agreement takes place.

10. Ending this Agreement well

You cannot terminate this Agreement for convenience at any time during this Agreement, and (otherwise than stated above) any Fees paid or payable by You in respect of this Agreement will be non-refundable.
We can terminate this Agreement for convenience without penalty at any time on giving You advance written notice of not less than 30 days’ notice. If we terminate for convenience, We shall refund all remaining paid Fees to the extent that the Services have not already been delivered. For example, in respect of subscription-based Services, We would refund the unexpired portion of the subscription fee. For all other Services, We would refund an amount equivalent to the undelivered element of the Services.
Either Party can terminate this Agreement immediately by serving written notice on the other Party if:
1. the other Party commits a material breach of any of its obligations under this Agreement, which is not capable of remedy, or despite attempts to remedy the situation, the material breach has not been remedied within 30 days’ of receipt of a written notice; or
2. an Event Of Force Majeure has persisted for a period of 30 days or more and there is no real prospect (as at the time of the written notice to terminate) of the circumstances creating the Event Of Force Majeure changing. An ‘Event Of Force Majeure’ is where a Party cannot perform (and has no real prospect of being able to perform) their obligations under this Agreement because of an event beyond the reasonable control of that Party who is claiming to be excused from performance of the Agreement, and includes (but is not limited to) an act of government or state, riot, civil commotion, industrial action, or other protests organised by third parties intended to disrupt a workforce, power outage or failure, ransomware or cyber-attack, internet services provider and/or telecommunications provider and/or a virtual events platform provider outage or failure, epidemic, fire, flood, natural disaster, war, or act of terrorism.
3. the other Party enters into any kind of bankruptcy, insolvency or liquidation and/or administration proceeding (whether voluntary or compulsory) other than for the purpose of a voluntary reconstruction or amalgamation of companies for group company purposes.
4. the other Party passes a resolution for the voluntary winding up of the company.
GTI shall be entitled to terminate this Agreement with immediate effect on serving notice if You fail to pay an invoice by its Due Date and, despite Our efforts to remedy the situation, You persist in not paying the overdue amount(s) stated in that invoice for a period of 30 days after their Due Date (‘Persistent Failure To Pay’). If We terminate on grounds of a Persistent Failure To Pay On termination, all sums invoiced or accrued but not invoiced up to the date of termination shall be deemed due and payable with immediate effect.

11. How we both Limit Our Liability

Except as stated in Clause 11.2 (concerning liability which cannot and should not be excluded), the liability of each Party to the other in respect of any claims and losses (whether indirect or consequential losses, financial loss, economic loss, anticipated and/or incidental losses or savings, loss of profit, loss of opportunity, harm to reputation, or loss of goodwill) arising under or in connection with this Agreement (whether in contract, negligence, for breach of statutory duty, under any indemnity or otherwise) shall be limited:
1. for breaches of the Data Protection Laws and/or breaches of Privacy and Direct Marketing Laws in aggregate to the total sum of £1,000,000; and
2. for all other liability, in aggregate to the total of all Fees payable by theClient to GTI pursuant to this Agreement.
Neither Party excludes or limits its liability to the other Party (and nothing in this Agreement shall be construed as excluding or limiting such liability) for any of the following:
1. for personal injury or death resulting from its negligence or that of its employees, agents and/or sub-contractors;
2. for breach of Clause 8 (How we both keep each other’s information confidential);
3. for a breach of licensing terms stated in Clause 5 (Licensing Terms) by the Client;
4. under the Intellectual Property Rights indemnity at Clause 13;
5. for that Party’s fraud; and/or
6. for any matter which it would be illegal for that Party to exclude and/or limit, or attempt to exclude or limit, its liability.
7. Neither Party shall be liable for any delay or failure in the performance of its obligations under this Agreement if such delay or failure is due to an Event Of Force Majeure.

12. Ownership of Intellectual Property Rights

Each Party shall own and continue to retain full right, title, and interest (including Intellectual Property Rights) in all proprietary work created by that Party (or on its behalf by a third party other than a Party to this Agreement). ‘Intellectual Property Rights’ or ‘IPRs’ means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights to use and protect the confidentiality of confidential information (including, but not limited to know-how and trade secrets), trade marks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, all similar rights of whatever nature wherever in the world arising, in each case whether registered or not, including any applications to protect or register such rights and/or all renewals and extensions of such rights or applications.
Each Party warrants that it owns the IPRs in the materials provided to the other Party in connection with this Agreement.

13. Intellectual Property Rights Indemnity

We shall fully indemnify You against all amounts paid by You to a third party, and any legal and other professional advisers’ fees and disbursements reasonably incurred, in connection with that third party bringing an action, demand or claim against You that Your receipt or use of the Services infringes the Intellectual Property Rights of that third party.
You shall fully indemnify Us against all amounts paid by Us to a third party, and any legal and other professional advisers’ fees and disbursements reasonably incurred, in connection with that third party bringing an action, demand or claim against Us that Our use or possession (or authorised third party use or hosting on Our behalf) of any Client Materials infringes the Intellectual Property Rights of that third party.
The indemnities above shall only apply to the extent that the indemnified Party:
1. promptly on becoming aware of the relevant action, demand, or claim (‘IPR Claim’) notifies the indemnifier in writing with full details of the IPR claim.
2. does not make any admission, settlement, compromise, or payment in respect of the IPR Claim unless expressly permitted to do so in writing by indemnifier, such permission not to be unreasonably withheld or delayed.
3. permits the indemnifier (at its own cost and expense) to conduct and/or settle negotiations, or proceedings arising out of the IPR Claim.
4. the indemnified Party cooperated with the indemnifier by giving all reasonable assistance in in respect of the IPR claim.

The boilerplate clauses necessary for the proper functioning of this agreement

14. Choice of Law

This Agreement and all matters arising out of it shall be governed by and construed in accordance with the laws of England.

15. Jurisdiction

The English courts shall have exclusive jurisdiction over any dispute, claim or matter which may arise out of or in connection with this Agreement.

16. Warranties

The warranties expressly set out in this Agreement are the only warranties that each Party gives to the other Party in respect of the subject matter of this Agreement. All other warranties, representations (whether given prior to, during or after entering into thisAgreement) or terms of equivalent effect that might be implied by law are expressly excluded to the extent permitted by law.

17. Notices

All notices and communications given under this Agreement shall be in writing and sent by registered or recorded post (such that a signature is required for receipt) to the address for notices stated in the DOS with a copy sent to the email addresses also set out in DOS. Notices shall be deemed to have been given two clear days after the date of posting. If either Party changes the address or email address to which notices and communications are to be sent under this Agreement at any time, that Party shall promptly notify the other Party in writing (by post and by email) of the updated address or updated email address or both as appropriate.

18. Amended legislation

References to any legislation, regulation, statute, or statutory instrument in this Agreement shall be deemed to include any such law which amends, supplements, replaces or supersedes the same from time to time.

19. Severability

If any provision of this Agreement is found by a court of competent jurisdiction, to be invalid, or becomes invalid, illegal, or unenforceable it shall be deemed changed to the extent necessary to make it valid, legal, and enforceable.

If such change is not possible, then the affected provision or part provision shall be deemed deleted. No deemed change or deletion shall affect the remaining valid and enforceable provisions of this Agreement

20. Contractual relationship

Each Party has entered into this Agreement acting in its own authorised capacity and authority and is not acting as an agent (for either a disclosed or undisclosed principal). The Parties do not intend (and this Agreement shall not operate to give effect) to (a) create a partnership or joint venture, (b) authorise either Party to act as agent for the other, or (c) permit either Party to act in the name of or on behalf of or otherwise bind the other Party in any way.

21. Rights of third parties

No term of this Agreement shall be construed as creating a right which is enforceable by any person who is not a Party to this Agreement.

22. Accrued rights

Termination of this Agreement shall not affect the accrued rights or liabilities of either Party.

23. Amendments

This Agreement will not change (and no amendment, variation, waiver of any breach or provision of this Agreement, no assignment or novation, and no sub-contracting shall occur) unless expressly agreed in writing and signed by an authorised representative of both Parties.

24. Waiver

Any waiver of a breach of this Agreement agreed by the Parties shall not operate as a waiver of any other past or future breach(es).

25. Precedence

In the event of any conflict between these Terms and Conditions and any terms and conditions stated in the Statement of Work, these Terms and Conditions shall prevail. No custom or practice of either Party in relation to this Agreement shall be in any way construed as taking precedence over the terms and conditions stated in this Agreement.

26. Survival

The provisions concerning the payment of the Fees by the Client, Confidentiality and Limitation of Liability shall survive termination of this Agreement.

27. Compliance with Law

Each Party shall comply with all relevant legislation, regulations, case law, and other rules having equivalent force and effect in respect of their respective receipt, use and/or provision of the Services in connection with this Agreement.