Terms of Service

Welcome to StaffCircle! We provide a cloud-based platform (“Platform”) where you can facilitate a high-performing culture in your business, by managing engagement, performance management and skill development.

In these terms of service (“Terms”), when we say you or your, we mean both you and, if applicable, any entity you are authorized to represent (such as your employer). When we say we, us, or our, we mean StaffCircle Inc., a Massachusetts corporation.

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a customer. When you use our Services you are agreeing to be bound by these Terms. You cannot use our Services without agreeing e to these Terms. These Terms may be modified at any time by us upon posting of the modified Terms and any such modifications shall be effective immediately. You can view the most up-to-date version of these Terms here. Accordingly, you should visit these Terms periodically to determine if any changes have been made. Each use of our Platform by you shall constitute and be deemed your unconditional acceptance of these Terms.

Some capitalized words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms or throughout these Terms.

Please read these Terms carefully before you accept these Terms.

1. Engagement and Term

1.1 You agree to these Terms by signing the Service Order to which these Terms relate.

1.2 These Terms apply from the date that you sign the Service Order (“Commencement Date”), until the date on which your Account is terminated in accordance with these Terms (the “Term”). We grant you and each Authorized User a right to use our Services for this period of time only (which may be suspended or revoked in accordance with these Terms).

1.3 You and each Authorized User must be at least 16 years old to use the Platform.

1.4 We may amend these Terms at any time, by providing written notice to you. If you do not agree to the amendment, please contact us and we will work together to agree to a solution.

1.5 If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorized to act on behalf of your employer or the business entity and to bind the employer or entity and the employer or entity’s personnel to these Terms.

2. Our Services

2.1 We provide the following services to you:

(a) access to our Platform;
(b) the Integration and Implementation Services;
(c) access to our troubleshooting support (“Support Services”); and
(d) any Additional Services;
as set out in a Service Order (collectively, our “Services”).

2.2 We allow you to access an administrator area via the web at https://login.staffcircle.net/ or via your personalized login domain – https://companyname.staffcircle.net.

2.3 Where we require access to your premises or computer systems in order to provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.

2.4 Our Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

2.5 In consideration of your payment of the Platform Fees, we will provide the Platform in accordance with these Terms, in accordance with the Service Levels, and all applicable laws, whether ourselves or through our personnel. We warrant that the Platform will be provided to you using reasonable care and skill.

2.6 We will not be responsible for any other services unless expressly set out in these Terms, on our Platform or a valid Service Order.

2.7 We may change the Platform to reflect changes in relevant laws and regulatory requirements, to implement technical adjustments, improvements, and to keep up-to-date with technological advancements. We will use reasonable endeavors to ensure these changes will not substantially affect your use of the Platform in an adverse manner.

2.8 Beta Services: From time to time, we may invite you to try Beta Services. You may accept or decline any such invite at your sole discretion. If you accept, we will provide you with access to the Beta Services at no additional cost. If we provide you with access to any Beta Services, you acknowledge that because of the developmental nature of such Beta Services, you use them at your own risk. We have no obligation to maintain or provide error corrections and the Beta Services will not be subject to the Service Levels. Any Beta Services we provide you with access to are for evaluation purposes only and not for production use. We may discontinue those services at any time and at our sole discretion. The Beta Services may be subject to additional terms and conditions (which if applicable, will be provided to you and that you must accept before you are provided with access to the Beta Services). We will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any Beta Services, and the Beta Services are provided “as is”, are to the extent permitted by law exclusive of any warranty whatsoever, and to the extent permitted by law, we expressly disclaim any warranties of merchantability or fitness for a particular purpose.

3. Accounts

3.1 You must register on the Platform and create an account (“Account”) to access and use our Platform.

3.2 While you have an Account with us, you agree to keep your information up-to-date (and ensure it remains true, accurate and complete).

3.3 You are responsible for keeping your Account details and your username and password confidential. You will be liable for all activity on your Account and any activity from one of your Authorized Users. You agree to immediately notify us of any unauthorized use of your Account.

3.4 We may suspend your access to our Services where we reasonably believe there has been any unauthorized access to or use of our Services (such as the unauthorized sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

4. Authorized Users

4.1 If set out in the Service Order, you may be permitted to invite a number of users to the Platform, who will be permitted to access and use the Platform under your Account (“Authorized Users”). Subject to Section 4.5, the Fees include up to the maximum number of Authorized Users as set out in your Service Order.

4.2 An Authorized User account may only be used by one person.

4.3 The Authorized Users will have permission to access certain features of the Platform and your Account, as detailed in your Account and the Service Order.

4.4 You must ensure that each Authorized User complies with these Terms. You are responsible and liable for the acts or omissions of your Authorized Users.

4.5 You may add additional Authorized Users (beyond the maximum amount granted in your Service Order), and you agree that each additional Authorized User will incur additional Platform Fees, priced on a pro-rata basis per additional Authorized User. The additional Platform Fees will be payable on and from the date that you provide access to the Platform to the additional Authorized User. The Platform Fees will be charged on a pro-rata basis if such increase occurs during the then-current Fee period.

4.6 Your Authorized Users may be permitted to access the Platform through our mobile application. If your Authorized User accesses or downloads our mobile application from (1) the Apple App Store, your Authorized User must agree to any Usage Rules set forth in the App Store Terms of Service or (2) the Google Play Store, your Authorized User must agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.

5. Implementation and Integration Services

5.1 In consideration of your payment of the Setup Fee, we agree to provide the Implementation and Integration Services, as set out in the Service Order, including, where applicable, integrating the nominated Third Party Inputs (as set out in a Service Order) with our Platform.

5.2 You acknowledge and agree that there will be a period of time required by us to implement the Platform for your needs. You agree to cooperate with us, grant us such access as we reasonably require, and provide us with any information we reasonably require while we are performing the Implementation and Integration Services, including providing us with People Data, in a timely manner.

5.3 You agree to pay the Setup Fee in accordance with the payment terms set out in the Service Order.

5.4 We may agree to facilitate integration of our Platform with certain Third Party Inputs, as set out in a Service Order.

5.5 Where you integrate Third Party Inputs to operate alongside ours, those Third Party Inputs are independent of us and you are responsible for (meaning we will not be liable for) the services they provide, unless we expressly agree otherwise.

5.6 You acknowledge and agree in respect of Third Party Inputs that:

(a) you are responsible for obtaining and managing all licenses for the relevant Third Party Inputs;
(b) you are responsible for paying all fees related to the Third Party Inputs, including in respect of any fees charged by the Third Party Input service provider to integrate into our Platform;
(c) you agree to comply with terms and conditions applicable to the relevant Third Party Inputs at all times; and
(d) we do not make any warranty or representation in respect of any Third Party Inputs.

5.7 To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability that you suffer or incur which is caused or contributed to by, arising from or connected with any Third Party Inputs.

5.8 You acknowledge and agree that if a Third Party Input becomes unavailable or is no longer able to integrate into our Platform, for whatever reason, this will not amount to any breach of these Terms by us and you are not permitted to terminate these Terms.

6. Modules

6.1 We agree to provide you with access to the Modules of the Platform, as set out in your Service Order.

6.2 Where you request us to provide you with additional Modules, we will provide you with a revised amount of the Platform Fees for such additional Module in writing, and you may accept or reject the additional Platform Fees. If you reject the additional Platform Fees, we will not grant your request for additional Modules.

6.3 The additional Platform Fees will be payable on and from the date that we provide you and your Authorized Users with access to the additional Module. Any increase to the Platform Fees will be charged on a pro-rata basis if such increase occurs during the then-current Fee period.

6.4 The provision of the additional Module/s will be subject to the Minimum Term for the provision of the Platform, as set out in the Service Order.

7. Support Services

7.1 We will use our best endeavors to make the Support Services available to you between 08:30 and 17:30 GMT/ BST (as applicable) on Business Days.

7.2 You, or your Authorized Users, may access the Support Services by emailing support@staffcircle.com, lodging a ticket in the Platform, or phoning 0203 900 3443 (option 2).

7.3 Unless we agree otherwise, Support Services does not include training, installation or implementation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.

8. Additional Services

8.1 You may request Additional Services, including support and assistance on a consultancy basis, staff training, or bespoke customization to the scope or functionality of the Platform, by providing written notice to us.

8.2 We may, at our discretion, provide you with written notice in the form of a Service Order, setting out (among other things) the Additional Services requested and any further fee required for us to undertake the Additional Services.

8.3 If you agree to the Service Order for the Additional Services, we will provide the Additional Services to you in consideration for payment of the relevant additional fee, which will be payable in accordance with the payment terms set out in the Service Order.

8.4 Each Service Order will be subject to, and will be governed by, these Terms and any other conditions set out in the Service Order. To the extent of any ambiguity or discrepancy between a Service Order and these Terms, the terms set out in the Service Order will prevail.

9. Minimum Term and Fees

9.1 Subject to each Party’s right to terminate these Terms in accordance with its terms, these Terms commence on the date that you accept these Terms, and will be subject to a minimum term, as set out in the Service Order (“Minimum Term”).

9.2 Automatic Renewal: On the expiry of the Minimum Term, these Terms will be automatically renewed for subsequent 12-month periods (each a “Renewal Period”), unless either Party provides written notice 30 days before the end of the initial Term or the end of the then-current Renewal Period (as applicable) that it does not wish to renew the Terms. Without limiting your rights at law, you can cancel the Services at any time in accordance with the “Cancellation” Section of these Terms (Section 16.1) and the cancellation will take effect from expiry of the period for which you have committed to.

9.3 We will invoice you for the Platform Fees on or about the Commencement Date, and on each anniversary of the Commencement Date during the Term. You agree to pay the Platform Fees set out in the invoice within 14 days of the date of invoice.

9.4 You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).

9.5 To the extent permitted by law, the Fees are non-refundable and non-cancellable once paid.

9.6 We may need to change the Platform Fees from time to time. If we change the Platform Fees, we will provide you with 30 days notice of the change. After 30 days, we will apply the updated Platform Fee to the Services. If the updated Platform Fee is not acceptable to you, you may cancel the Services in accordance with the ‘Cancellation’ Section (Section 16.1).

9.7 If any payment has not been made in accordance with the relevant payment terms, we may (at our absolute discretion) charge interest at a rate equal to 4% above the Federal Reserve Bank’s base rate, from time to time, but at 4% a year for any period when that base rate is below 0%, per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment.

9.8 Taxes: You are responsible for paying any taxes associated with your use of our Services, such as a sales tax (unless we are required by law to collect these on your behalf).

10. Platform License

10.1 While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person.

10.2 You must not, and must ensure that your Authorized Users do not:

(a) access or use our Platform in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
(b) intentionally or unintentionally violate any local, state, or federal law, including, but not limited to, violations of the Copyright Act or the Digital Millennium Copyright Act;
(c) interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
(d) introduce any viruses or other malicious software code into our Platform;
(e) harm legal minors;
(f) collect personal information on, “cyberstalk” or harass others, or engage in conduct that negatively affects the experience of the Platform by another user;
(g) Impersonate another user, person, or entity, including any official or employee of StaffCircle Inc.;
(h) use any unauthorized or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorized access to our Platform;
(i) attempt to access any data or log into any server or account that you are not expressly authorized to access;
(j) use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
(k) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party;
(l) upload, post or transmit any unsolicited or unauthorized advertising, including “spam” or “junk mail”; or
(m) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

We do not pre-screen upload, post, or transmit content, but we do reserve the right to inspect, edit, and delete any content that we know, or have reason to know, has violated these Terms. StaffCircle Inc. reserves the right to immediately, and without notice, terminate the account of any user found to have violated the provisions of these Terms. We may disclose any information content users post, upload or transit to the Platform if such disclosure is necessary to enforce these Terms, to respond to claims of intellectual property infringement, to comply with the legal process, or to protect the rights of StaffCircle Inc., the public, or any of our users.

11. Availability, Disruption and Downtime

11.1 While we strive to always make our Services available to you, we do not make any guarantees that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

11.2 Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

11.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

11.4 We will provide the Services in accordance with the Service Levels.

12. Intellectual Property and Data

12.1 You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself (including how it looks and functions), any algorithms or machine learning models used on the Platform, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property (“Our Intellectual Property”) will at all times vest, or remain vested, in us.

12.2 We authorize you to use Our Intellectual Property solely for your limited, revocable, nonexclusive commercial use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid, or facilitate such use by any third party. Use must be limited to Authorized Users on devices that are controlled or approved by you.

12.3 You must not, without our prior written consent:

(a) copy, in whole or in part, any of Our Intellectual Property;
(b) sublicense, assign, reproduce, retransmit, distribute, disseminate, sell, publish, prepare derivative works, broadcast or circulate any of Our Intellectual Property to any third party; or
(c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

12.4 Copyrights and Copyright Agent. If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide us a notice containing all of the following information:

(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) A description of the copyrighted work that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on the Site;
(d) Your address, telephone number, and e-mail address;
(e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Your Data

12.4 You own all data, information, personal data, or content you and your Authorized Users upload into the Platform (“Your Data”), as well as any data or information output from the Platform using Your Data as input (“Output Data”). Note that Output Data does not include the Analytics (as described below).

12.5 You grant us a nonexclusive, royalty free license to copy, transmit, store, backup, modify and/or otherwise access or use Your Data and the Output Data to:

(a) communicate with you;
(b) supply the Platform to you and otherwise perform our obligations under these Terms;
(c) diagnose problems with the Platform;
(d) enhance and otherwise modify the Platform;
(e) perform Analytics;
(f) develop other services, provided we de-identify Your Data; and
(g) as reasonably required to perform our obligations under these Terms.

12.6 You agree that you are solely responsible for all of Your Data that you and your Authorized Users make available on or through the Platform. You represent and warrant that:

(a) you are either the sole and exclusive owner of Your Data or you have all rights, licenses, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms); and
(b) neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

12.7 You acknowledge and agree that we may monitor, analyze and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (“Analytics”). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own business purposes, provided that the Analytics do not contain any identifying information.

12.8 We do not endorse or approve, and are not responsible for, any of Your Data.

12.9 You are responsible for (meaning we are not liable for) the integrity of Your Data on your systems, networks or any device controlled by you.

12.10 You acknowledge and agree that the Platform and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Platform.

12.11 This section will survive the termination or expiry of these Terms.

13. Security

Subject to these Terms, we will establish and maintain appropriate, reasonable technical and organizational security measures in accordance with good industry practice to keep Your Data secure. StaffCircle’s security policy is detailed in the StaffCircle Security Policy document available at www.staffcircle.com/security-policy/.

14. Your Warranties

14.1 You represent, warrant, and agree that:

(a) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
(b) there are no legal restrictions preventing you from entering into these Terms;
(c) your use of our Platform will not violate any third party’s Intellectual Property or other proprietary rights;
(d) all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and
(e) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.

15. Limitations on and Exclusions to our Liability

15.1 Neither Party may benefit from the limitations and exclusions set out in this Section 15 in respect of any liability arising from its deliberate default.

15.2 The restrictions on liability in this Section 15 apply to every liability arising under or in connection with these Terms including liability in statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise.

15.3 Nothing in these Terms limits any Liability which cannot legally be limited, including Liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) defective products under applicable consumer protection laws.

15.4 To the maximum extent permitted by law, we shall have no Liability for any Third Party Products or Services, or any unavailability of the Platform due to a failure of the Third Party Products or Services.

15.5 Subject to Sections 15.1 (no limitation in respect of deliberate default) and 15.3 (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law:

(a) neither Party will be liable for any Consequential Loss; and
(b) a party’s liability for any potential liability under these Terms will be reduced proportionately to the extent the relevant liability was caused or contributed to by the acts or omissions of the other party, including any failure by that other party to mitigate its loss.

15.6 Our aggregate liability for any and all Liabilities arising from or in connection with these Terms will be limited to an amount of 100% of the Fees paid by you to us.

15.7 We have provided assurances regarding the Platform’s compliance with these Terms and applicable laws as set forth in Section 2.5. In light of these assurances, any terms that would otherwise be implied by the Uniform Commercial Code (UCC) or any equivalent state legislation regarding the sale of goods and services are, to the fullest extent permitted by law, excluded from these Terms.

15.8 This Section will survive the termination or expiry of these Terms.

16. Termination

16.1 Cancellation: You may request to cancel the Services at any time by notifying us via email. Your cancellation will take effect from the end of the Minimum Term/Renewal Term, as the case may be.

16.2 If you cancel the Services because we have changed the Platform Fees in accordance with Section 9.6, then the termination of the Services will take effect on and from the date that the Platform Fees change, and we will refund you for any Platform Fees that you have paid upfront but have not used on a pro-rata basis.

16.3 Either Party may terminate these Terms if:

(a) the other Party breaches these Terms and does not remedy that breach within 60 days of being notified of the breach; or
(b) the other Party experiences an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

16.4 We may terminate these Terms (meaning you will lose access to our Services, including access to your Account) if you do not pay the Fees as they fall due, or where you breach a material term of these Terms which cannot be remedied.

16.5 Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate the suspected breach.

16.6 Upon expiry or termination of the Services, we will retain Your Data (including copies) as required by law or regulatory requirements (and where we have entered into a data processing agreement with you, in accordance with the data processing agreement).

16.7 Where termination is due as a result of our breach of these Terms, we agree to refund you for any prepaid unused Platform Fees on a pro-rata basis.

16.8 Termination of the Services will not affect any rights or liabilities that a Party has accrued under these Terms.

16.9 This section will survive the termination or expiry of these Terms.

17. General

17.1 Assignment: Subject to the below section, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

17.2 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

17.3 No Third Party Beneficiaries: Notwithstanding any other provision of these Terms, nothing in these Terms shall confer or purport to confer any rights or remedies upon any person other than the parties to these Terms.

17.4 Disputes: Neither Party may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (‘Dispute”) unless both Parties, in good faith, meet to resolve the Dispute. Nothing in this section will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting, you agree to the Governing Law as set forth in Section 17.10.

17.5 Force Majeure: To the maximum extent permitted by law, we shall not be liable for any failure to perform under these Terms if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond our reasonable control (including any mechanical, electronic, or communications failure)(a “Force Majeure Event”).

17.6 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

17.7 Compliance with Laws: You must abide by all Federal, State, and local laws with respect to your online conduct, as well as your export of data.

17.8 Indemnification: You agree to indemnify and hold us, including our subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms by you. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of any content or information or service accessed from the Platform.

17.9 DISCLAIMER. THE INFORMATION, SERVICES, AND/OR PRODUCTS ON OUR PLATFORM ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. YOU AGREE THAT USE OF OUR PLATFORM IS AT YOUR SOLE RISK. WE DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF OUR PLATFORM SHALL BE TO DISCONTINUE USING THE PLATFORM.

17.10 Governing law: These Terms and any Dispute are governed by the laws of Massachusetts, without giving effect to any principles of conflicts of law.. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts located in Boston, MA.

17.11 Notices: Any notice given under these Terms must be in writing and addressed to us at the details set out below. Any notice to you shall be given at the address and/or email address that is provided in your Account. Any notice may be sent by mail or email. If sent by mail, the notice shall be deemed to have been actually received on the third business day following the date in which it was sent.

17.12 Publicity: You agree that we may advertise or publicize the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose. We agree that we will not display any of your personal information except in accordance with our Privacy Policy.

17.13 Privacy: All personal data you and your Authorized Users provide to us will be treated in accordance with our Privacy Policy. You can find our Privacy Policy at www.staffcircle.com/privacy-policy.

17.14 Severance: If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

17.15 Waiver: The failure of StaffCircle Inc. to exercise or enforce any right or provision set forth in these Terms shall not operate as a waiver of such right or provision. Any waiver of these Terms by us must be in writing and signed by an authorized representative.

17.16 Relationship of the Parties: Nothing contained in these Terms (or any other agreement) or your use of our Platform shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.

17.17 Third Party Sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (“Affiliate Link”) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.

17.18 Entire Agreement: These Terms constitute the entire agreement between you and StaffCircle Inc. and governs the terms and conditions of your use of the Platform, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the Parties with respect to the Platform. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the Platform.

18. Definitions

Beta Services means any services, software or functionality provided by us that are not generally available to customers and which are designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

Business Day means a day on which banks are open for general banking business in the United States, excluding Saturdays, Sundays and bank holidays.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Fees means all fees payable by you for our Services.

Integration and Implementation Services means the services we provide to implement the Platform to your specifications or to integrate the Platform with a Third Party Input, as set out in a Service Order.

Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, business names, get-up, goodwill, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application for registration of, and any improvements, enhancements or modifications of, the foregoing, and any right to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future, including in respect of the foregoing.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

Module means feature of the Platform.

People Data means any information we require from you, as requested by us, to complete the Integration and Implementation Services.

Platform Fees means the fees we charge in consideration for our provision of the Platform, as set out in a Service Order and amended in accordance with these Terms.

Service Order means a service order issued by us under these Terms, setting out (amongst other things) the Services requested by you.

Service Levels means the minimum service performance metrics for our performance of the Services, as set out at www.staffcircle.com/service-level-agreement/.

Setup Fee means the fees payable by you for the Integration and Implementation Services.

Third Party Inputs means third parties or any goods and services provided by third parties, including software, which the provision of the Services may be contingent on, or impacted by.

For questions about these Terms, or to get in touch with us, contact us using the details below:

These Terms were last updated in April 2024.

ATTACHMENT 1 – DATA PROCESSING ADDENDUM

To the extent that we act as a Processor and you act as a Controller of the Company Personal Data, this Data Processing Addendum (DPA) is incorporated into the Terms of Service (Terms) entered into between the Parties.

This DPA is made between:

1. StaffCircle Inc., a Massachusetts corporation (we, us or our); and
2. The customer who signs up for an Account on the Platform, as set out in the Service Order (you or your),
together the Parties and each a Party.

Background

A. The Parties have entered into the Terms of Service for the provision of Services.
B. In the processing of Company Personal Data in connection with the Terms, we act as a Processor, and you are a Controller.
C. We may also act as a Controller of Company Personal Data which we require from you in order for you to create an Account on the Platform.

ANNEX 1

ANNEX 1A – LIST OF PARTIES

ANNEX 1B: DESCRIPTION OF TRANSFER

Personal Data Transferred

• Identity Data including first name, middle name, last name, maiden name, title, date of birth, gender, job title, photographic identification, marital status, pronouns and images of [insert].
• Contact Data of [insert types of data subjects] including billing addresses, delivery addresses, email addresses and telephone numbers.
• Employee details including Identity Data and Contact Data of past, present and future employees.
• Financial Data including bank account and payment card details.
• Background Verification Data including passport numbers, driver license numbers, photographic identification, [insert details requested as part of onboarding or verification or Know Your Customer] process to comply with due diligence obligations, anti-money laundering laws and related ongoing monitoring commitments.
• Technical and Usage Data including internet protocol (IP) address, login data, browser session and geo-location data, device and network information, statistics on page views and sessions, acquisition sources, search queries and/or browsing behavior, information about user access and use of our website, including through the use of Internet cookies, communications with our website, the type of browser used by users, the type of operating system used by users and the domain name of users’ Internet service provider.
• Profile Data including usernames and passwords for our platform, profile pictures, purchases or orders made with us, support requests made with us, content posted and shared through our platform.
• Marketing and Communications Data including preferences in receiving marketing from us and our third parties and communication preferences.
• Professional data including job descriptions of employees and professional history of potential candidates such as previous positions and professional experience.

Special Categories of Personal Data and criminal convictions and offences

Special Categories of Data will not be processed.

Relevant Data Subjects

• Authorized users of the Services; and
• Anyone about whom personal data is input into the Service.

Frequency of the transfer

Continuous

Nature of the transfer

As specified in the Terms and this DPA, including without limitation:

• use by us of Company Personal Data to provide the Services;
• collection, organization, retrieval and other processing of Company Personal Data by us necessary to provide, maintain and improve the Services; and
• transmission, disclosure and dissemination of Company Personal Data to provide the Services in accordance with the Terms or as compelled by law.

Purpose of processing

The purpose of the transfer and processing are as specified in the Terms and this DPA.

Duration of the Processing

The term of the Terms and for a period of 30 days after termination or expiry of the Terms.

ANNEX 2

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA