Terms and Conditions

SYFTFORCE LICENSE

Terms & Conditions

Welcome to SyftForce an online platform which allows businesses to connect and manage a pool of internal Workers, post, offer and manage shifts. In addition, it offers the ability to connect to Syft an external online platform (see Syft’s specific Guidelines)which connects businesses that are looking to engage external temporary staff on an ad-hoc basis to meet their particular requirements, such as covering events (each such business being the “Client”).

These terms and conditions preside over the use by Clients of the services offered by Syft via the SyftForce platform (accessible via the following URL https://www.syftforce.com) and mobile applications (iOS and Android).

Such services, website and mobile applications are hereinafter together referred to as the “Service”.

The SyftForce Service is operated by Syft Online Limited of 53 Parker Street, London, WC2B 5PT (company registration number 09372516) referred to as “Syft”, “we”, “us”, and “our”.

These Terms and Conditions assume that you are not acting as a consumer when using our Service, however, to the extent that you are considered to be a consumer, you may be entitled to various statutory rights and nothing in these Terms and Conditions shall be construed to restrict any such rights.

If you are a Client, please read these Terms and Conditions carefully and in conjunction with any other agreement which may be in place between Syft and the Client, such as Syft Terms of Service or Syft Service Level Agreement (if applicable), and the Syft Privacy Policy.

Your use of the Service constitutes your acceptance of and agreement to all of the terms and conditions defined herein.

Syft reserves the right, from time to time, with or without notice, to change these Terms and Conditions at its sole discretion, and the latest version will appear on the Service with the date that it was last updated. By using the Service after any changes have been posted, you agree to the new terms. If Syft makes any significant changes to these Terms of Conditions, it will notify Clients by email (to the email address registered with Syft) in advance.

BACKGROUND:(a) Syft operates a temporary staffing application which connects companies with staff in the hospitality and industrial sectors.
(b) The Client requires temporary staff to assist with events or work activities.
(c) Syft has agreed to make available to the Client its white-label SyftForce Service that will enable the Client, among other things, to manage and engage temporary Workers on an ad-hoc basis for the Client shifts and events.

AGREED TERMS

INTERPRETATIONThe following definitions and rules of interpretation apply in this Agreement.

1.1 Definitions:
“Agreement” means this agreement, which consists of the recitals, terms and conditions and Schedules.
“Business Day” means a day, other than a Saturday, Sunday or public holiday in England, on which clearing banks in the city of London are generally open for business.
“Client” means a business that has agreed to use Syft’s commercial services.
“Confidential Information” means confidential commercial, financial, marketing or technical information, know-how, trade secrets, End User Personal Data and other confidential information relating to either Syft or the Client (including the terms of this Agreement) in any form or medium whether disclosed orally or in writing before or after the date of this Agreement, together with any reproductions of such information in any form or medium or any part of this information.
“Controller” means the entity that, either alone or jointly with others, determines the means and purposes of the processing of Personal Data.
“Data Protection Legislation” means all applicable laws, regulations, regulatory and governmental requirements relating to processing of Personal Data including, without limitation, all the provisions of the UK Data Protection Act 1998, the ePrivacy Regulations and, from 25 May 2018, the GDPR, together will any national implementing legislation, in each case as amended, re-enacted or superseded from time to time.
“Documentation” means any documents made available to the Client by Syft which set out a description of the SyftForce App and/or the SyftForce Platform, the on-boarding information and the user instructions for the same.
“Effective Date” means the Effective Date as defined in the Service Level Agreement.
“Employment Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended, consolidated, re-enacted or replaced from time to time.
“End User” means any temporary worker, employee of or anyone engaged by the The Client who access or use the SyftForce App and/or the SyftForce Platform.
“End User Personal Data” means the Personal Data of any and all End Users that are processed by a Party in connection with the Services and use or access to the SyftForce App and/or the SyftForce Platform.
“ePrivacy Regulations” means the Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) (as amended).
“GDPR” means the EU General Data Protection Regulation (2016/679).
“Intellectual Property Rights” all intellectual property rights including patents, registered designs, trademarks and service marks (whether registered or not), copyright, database rights, design rights and all similar property rights including those subsisting (in any part of the world) in inventions, designs, drawings, performances, computer programs, semi-conductor topographies, Confidential Information, business names, goodwill and the style and presentation of goods or services and applications for protection of any of the above rights.
“Marks” means the trademarks, service marks, logos and other distinctive brand features of a Party.
“The Client Brand Guidelines” means The Client’s brand guidelines, as provided to Syft from time to time.
“The Client Content” means any materials delivered to Syft for use in connection with the Service, the SyftForce App and/or the SyftForce Platform (whether existing prior to the Effective Date or created or coming into being during the Term of this Agreement) including the Client Marks, Confidential Information of the Client and any other property of any kind owned or controlled by or licensed by a third party to the Client.
“Personal Data” means any information relating to an identified or identifiable individual and includes any information that is ‘personal data’ within the meaning of Data Protection Legislation.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data.
“Pilot Term” means a period of three (3) months from the Effective Date.
“Privacy Policy” means the policy that outlines how Syft manages, processes and secures personal data which is collected by Syft to provide commercial services.
“Processor” means any person other than an employee of the Controller that processes Personal Data on behalf of the Controller.
“processing” means any operation or set of operations that is performed in relation to Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, restriction, erasure or destruction; and “process” and “processed” shall be construed accordingly.
“Service Levels” means the service levels as set out in Schedule 2.
“Service Level Agreement” means Syft’s standard service level agreement executed by the Parties.
“Supervisory Authority” means any regulatory, supervisory, governmental or other competent authority with jurisdiction or oversight of Data Protection Legislation.
“Syft App” means Syft’s proprietary application through which workers, and clients may access and use the Syft Platform.
“SyftForce API” means the application programming interface and associated technology, software and materials supplied and amended by Syft from time to time.
“SyftForce App” means a customised, ‘white-labelled’ version of the Syft App, branded with Client Marks, through which End Users may access the SyftForce Platform as further described in Schedule 1.
“SyftForce Shift-Credits” means a nominal credit(s) that can be earned by booking external staff from Syft to fill shifts and can be used to offset SyftForce License costs, as detailed in the Service Level Agreement.
“SyftForce Guidelines” means the set of guidelines which refer to the terms and conditions that govern a Workers’ access to the SyftForce Platform.
“SyftForce Platform” means a customised, ‘white-labelled’ version of the Syft Platform, branded with Client Marks, accessed via the SyftForce App, through which internal Workers may be sourced for engagements for Client events, and also provides access to Syft’s external temporary staff pool.
“Syft Platform” means the platform owned and operated by Syft, accessed via the Syft App through which end user workers may be paired with and sourced by subscribing businesses and organisations.
“Service” means the provision and maintenance of the SyftForce App, the SyftForce Platform, hosting environment and technical support services required of Syft, as further described in the Schedule 1 together with any other services from time to time offered by Syft and which, by express written agreement, the Parties agree to include within the scope of this Agreement.
“Service Fee Spend” means the proportion of the fees charge by Syft for managing the provision of temporary staff.
“Syft Materials” means all materials delivered or made available to the Client for use in connection with the Service, the SyftForce App and/or the SyftForce Platform including on-boarding and marketing information, Syft Documentation, Syft Marks, Confidential Information of Syft and any other property of any kind owned or controlled by or licensed by a third party to Syft.
“Term” means a period as the Effective Date set out in the Service Level Agreement.
“Terms of Service” means Syft’s standard terms and conditions applicable to all Syft client businesses, as made available at https://syftapp.com/terms-and-conditions/, and as updated from time to time.
“Terms and Conditions” means the terms and conditions applicable to the SyftForce service.
“Worker” means a temporary worker contracted to work by the Client.

1.2 In this Agreement headings are for convenience only and do not affect interpretation.

1.3 If there is any inconsistency between a term in the body of this Agreement and a term in any of the Schedules or other documents referred to or otherwise incorporated into this Agreement, the term in the body of this Agreement will take precedence.

1.4 Unless the context indicates a contrary intention:(a)words importing the singular include the plural and vice versa, any gender includes the other genders, if a word or phrase is defined, cognate words and phrases have corresponding definitions; (b) the words “other”, “includes”, “including” and “in particular” do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible; and (c) any reference in this Agreement to Syft’s right to exploit or exercise any right shall be deemed to include a right to license, permit or authorise others to undertake such activity.

SYFT OBLIGATIONS

2.1 As between the Parties, Syft shall:(a)provide the Client with the Service as described in Schedule 1, and in accordance with the terms of this Agreement; (b) load and ingest the Client Content into Syft’s servers for use in the SyftForce App and the SyftForce Platform; (c) be responsible for the storage, hosting, security, serving and delivery of the Client Content; (d) maintain the SyftForce App, the SyftForce Platform and provide technical assistance to the Client as set out in the Schedule 2; (e) from time to time report to the Client (such details as agreed between the Parties) on the End User’s usage of/interactions with the SyftForce App and/or the SyftForce Platform in such frequency, detail and format as Syft generally makes available to other SyftForce customers; (f)as part of the Services and at no additional cost to the Client, provide the Client with Syft’s standard customer support services during normal business hours on Business Days; (g) take reasonable precautions to preserve the integrity of any data which it processes and to prevent any corruption or loss of such data; (h) use its reasonable commercial endeavours to comply with any time-frames as agreed between the parties; and (i) comply with the Client Brand Guidelines (as supplied by the Client).

THE CLIENT OBLIGATIONS

3.1 As between the Parties, the Client shall:
(a) be solely responsible for ensuring that it has all the necessary rights, permissions and consents to upload Client Content to the SyftForce App and/or the SyftForce Platform;
(b) have sole responsibility for direct End User management and shall have a direct contractual relationship with End Users;
(c) be responsible for the provision of support to End Users;
(d) provide such co-operation as Syft may reasonably require in all matters relating to the Services;
(e) promptly deliver to Syft the Client Content, Client Marks and all other content and information as Syft may reasonably require in order to perform the Services and make available the SyftForce App and/or the SyftForce Platform in such formats as Syft may specify. The Client agrees that its failure to provide such content and information may result in a delay in Syft providing the Services in respect of which Syft shall not be responsible;
(f) employ, implement and maintain security measures and procedures to ensure that no unauthorised person may gain access to the SyftForce App, the SyftForce Platform and the SyftForce API;
(g) be solely responsible for all activity occurring under End Users’ accounts and shall abide by all applicable law in connection with its and its End Users’ use of the SyftForce App and the SyftForce Platform, including those related to data privacy, and shall notify Syft immediately if any unauthorised use of any password or account or of any other known or suspected breach of security;
(h) provide the Client Brand Guidelines and any updates thereof;
(i) in connection with the Client’s engagement of End Users through the SyftForce App, shall comply with the Terms of Service, which are hereby incorporated into this Agreement; and
(j) procure that, prior to accessing the SyftForce App, End Users expressly accept the Terms of Service and procure the End Users’ compliance with the same.
(i) Confirming the End User identity;
(ii) Onboard and registering End Users with the Service;
(iii) Paying Workers for their work as required by UK law and making any necessary deductions for tax and National Insurance contributions;
(iv) Ensure timesheets are correct prior to processing payroll
(v) Resolving any disputes with Workers; and
(vi) Procuring that Workers comply with the SyftForce Guidelines (where applicable).

SCOPE OF THE LICENCE4.1 Subject to, and conditional upon compliance with, the terms and conditions of this Agreement, Syft hereby grants to the Client a limited, non-exclusive and non-transferable licence (without the right to grant sub-licences) during the Term, to use (i) the SyftForce API; (ii) the Syft Materials; and (iii) the front-end of the SyftForce App and the SyftForce Platform in accordance with their intended functionalities, and in accordance with this Agreement.

4.2 Except as otherwise expressly permitted by Syft, the Client is not authorised under this Agreement to:
(a) license, sub-license, sell, resell, transfer, assign, rent, lease, export, import, act as an intermediary or provider, distribute or otherwise commercially exploit or make available to any third party the SyftForce API, the SyftForce App, the SyftForce Platform or Syft Materials in any way;
(b) modify or make derivative works based upon the SyftForce API, the SyftForce App, the SyftForce Platform or the Syft Materials; or
(c) reverse engineer or access the SyftForce App or the SyftForce Platform in order to:
(a) build a competitive product or service;
(b) build a product using similar ideas, features, functions or graphics of the SyftForce App and/or the SyftForce Platform; or
(c) copy any ideas, features, functions or graphics of the SyftForce App and/or the SyftForce Platform.

4.3 The Client must not use the SyftForce App or the SyftForce Platform in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

CONSIDERATION/PAYMENT

5.1 In consideration of the rights granted and Services provided to the Client under this Agreement by Syft, the Client shall enter a Service Level Agreement with Syft for the provision of external temporary staffing services.

INTELLECTUALPROPERTY

6.1 Neither Party grants any rights in its respective Marks or other Intellectual Property Rights other than those expressly granted in this Agreement. There are no implied licences granted under this Agreement and any rights not expressly granted by the Client or Syft to each other (whether further to this Agreement or otherwise) are hereby fully and expressly reserved to, respectively, Client or Syft, as the case may be.
6.2 As between the Parties:
(a) Syft retains and owns all right, title and interest in and to the Syft App, the SyftForce App, the Syft Platform, the SyftForce Platform, the Syft Materials, the Syft Marks, and all derivatives, enhancements and modifications thereof and all Intellectual Property Rights subsisting therein; and
(b) The Client retains and owns all right, title and interest in and to the Client Content, the Client Marks and all derivatives, enhancements and modifications thereof and all Intellectual Property Rights subsisting therein.
6.3 The Client shall only access the SyftForce App and the SyftForce Platform in the manner permitted by Syft and shall not attempt at any time to circumvent system security or access the source code or object code to the SyftForce App, the SyftForce Platform or compiled code.
6.4 Save only for any Client Content and Client Marks incorporated therein, all Intellectual Property Rights in and to the SyftForce App and the SyftForce Platform (including all source code and any developments and customisations to them) shall remain the absolute property of Syft and/or its third-party licensors.
6.5 The Client hereby grants to Syft and its nominees a non-exclusive, right and licence to host, transmit, store, copy, modify, distribute, perform, display, reformat and otherwise use the Client Content and Client Marks in order to:
(a) develop, host and support the SyftForce App and the SyftForce Platform and make the same available to End Users;
(b) host the Client Content and Client Marks on servers owned or controlled by or on behalf of Syft;
(c) display, communicate to the public and distribute the Client Content and Client Marks, in whole or in part, in and through the SyftForce App and the SyftForce Platform; and
(d) otherwise perform its obligations hereunder

APPOINTMENT OF REPRESENTATIVES

7.1 Each Party shall appoint an authorised representative who shall co-ordinate his/her Party’s respective activities under this Agreement and provide a focal point of contact on all matters concerning the day-to-day provision of the Services.

ADDITIONAL SERVICES

8.1 Syft may be requested by the Client to provide a variety of additional services that are over and above the Services provided under this Agreement or the Service Level Agreement. Any such additional services shall be provided pursuant to a separate agreement with remuneration, conditions, costs and other material terms to be negotiated between the Parties.
8.2 Syft, in its sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to the SyftForce App and the SyftForce Platform.

WARRANTIES

9.1 Each Party represents and warrants to the other Party that:
(a) it has the full power and authority to enter into and to perform this Agreement and that the person executing this Agreement on behalf of the Party is authorised to do so;
(b) the execution and performance of the obligations and duties of this Agreement by either Party will not violate any agreement to which the other Party is a party or by which it is otherwise bound;
(c) any and all activities undertaken by it in connection with this Agreement will be performed in compliance with all applicable laws, rules, and regulations (including but not limited to those relating to Data Protection Legislation).
(d) it shall perform all its obligations in the Agreement with due care, skill, promptness and diligence;
(e) its materials (i.e. the Syft Materials and the Client Content, as applicable) will not violate or infringe the rights of any third party, including without limitation the Intellectual Property Rights or rights of privacy;
(f) its Marks will not violate or infringe the rights of any third party, including without limitation the Intellectual Property Rights or rights of privacy;
(g) it shall not use the other Party’s materials (the Syft Materials and the Client Content, as applicable) other than as expressly permitted herein; and(h)it shall comply with its obligations under the Service Level Agreement.
9.2 Syft hereby further warrants and represents that:
(a) Syft Materials shall, to the best of its knowledge, be free from contamination by any computer virus and that Syft shall not introduce any viruses or unauthorised software on the Client’s systems while performing the Services;
(b) the Services shall at all times be performed by appropriately skilled and experienced persons; and
(c) the Services will be performed in all material respects in accordance with the Schedule 1.
9.3 The Client hereby further warrants and represents that:
(a) it has and will maintain throughout the Term all rights, authorisations and licences that are required in order for:
(i) it to fully perform its obligations here under;
(ii) it to grant the rights and licences granted herein; and
(iii) Syft to use the Client Content and Client Marks, as permitted herein;
(b) it shall be solely responsible for End Users’ use of and access to the SyftForce App and the SyftForce Platform, and the Client shall operate the same and deal with End Users in accordance with all applicable laws (including all Data Protection Legislation);
(c) it shall be solely responsible for any resulting employment or engagement by the Client or its affiliates of any Worker, including such Workers’ health and security, the payment of any salaries/fees, operating PAYE and any other employment-related responsibilities; and(d)it shall comply with the Terms of Service.
9.4 Except as expressly set forth in this Agreement, neither Party makes any warranties, express or implied and, to the fullest extent possible under applicable law, expressly disclaims any warranties, terms and conditions, express, implied or statutory with respect thereto, including without limitation, warranties or conditions of satisfactory quality, fitness for a particular purpose, as to the use of reasonable skill and care and non-infringement, and their equivalents under the laws of any jurisdiction.
9.5 Except as expressly set forth in this Agreement, the Parties acknowledge that the Syft Materials, the SyftForce App, the SyftForce Platform and/or Client Content (as applicable) are provided “as-is” without any further warranty, express or implied, of any kind. Neither Party represents that the Syft Materials, the SyftForce App, the SyftForce Platform and/or Client Content (as applicable) are free of inaccuracies, errors, defects or bugs or that they have been tested for such in any way.

INDEMNITY AND LIABILITY

10.1 Each Party (“Indemnitor”) will indemnify and hold the other Party (“Indemnitee”), its parent, subsidiary and affiliated companies and entities and its officers, directors, employees and agents (collectively, “Indemnitee Indemnified Parties”) harmless from and against any and all liabilities, costs, expenses, damages and losses (excluding any indirect or consequential losses including, without limitation, loss of profit, loss of reputation) and/or all interest, penalties and reasonable bona-fide third party legal costs and all other third party, reasonable professional costs and expenses actually suffered or incurred by the Indemnitee Indemnified Parties arising directly out of or in connection with any third-party claims or actions brought against the Indemnitee Indemnified Parties to the extent they are based upon a claim that, if true, would:
(a) In the case of Syft, be an infringement of a third party’s Intellectual Property Rights arising out of or in connection with the authorised use of the SyftForce App or receipt of the benefit of any of the Services;
(b) In the case of the Client, be a breach of any of its representations or warranties in clause 9 of this Agreement; and
(c) In the case of each Party, be in breach of clause 15 of this Agreement,
(d) In the case of the Client any claims made by Client Workers with respect claims relating to Employment, Payment for Services rendered or any other related Dispute.(collectively, “Indemnified Claims”).
10.2 If any third party makes an Indemnified Claim, or notifies an intention to make an Indemnified Claim, against the Indemnitor which may reasonably be considered likely to give rise to a liability under this indemnity, the Indemnitee shall:
(a) as soon as reasonably practicable, give written notice of the Indemnified Claim to the Indemnitor, specifying the nature of the Indemnified Claim in reasonable detail;
(b) not make any admission of liability, agreement or compromise in relation to the Indemnified Claim without the prior written consent of the Indemnitor (such consent not to be unreasonably withheld or delayed);
(c) allow the Indemnitor sole control and conduct of any action, litigation, settlement, negotiations or other proceedings in respect of the Indemnified Claim at the Indemnitor’s sole expense and any settlement shall be solely within the Indemnitor’s control, provided that the Indemnitee shall have the right but not the obligation to participate in the defence of any such claim and to be represented by counsel of its choice, at the Indemnitee’s sole expense, and provided further that the Indemnitee Indemnified Parties will not settle any such Indemnified Claim without the prior written consent of the Indemnitor. Such consent shall not be unreasonably withheld or delayed, provided that nothing in the foregoing shall require either Party to consent to a settlement that admits liability or imposes any ongoing obligations on such Party.
10.3 Where any Indemnified Claim is made by a third party against the Indemnitee alleging the Indemnitee (in exercising its rights and/or fulfilling its obligations here under) is infringing the Intellectual Property Rights of such third party (“Infringing Material”), the indemnity set out in this Agreement shall be subject to the Indemnitor first being entitled (at its cost) either to:
(a) procure for the Indemnitee the right to continue using the Infringing Material;
(b) modify or amend the Infringing Material so that the same becomes non-infringing (but still substantially as envisaged in this Agreement); or
(c) replace the Infringing Material so that, in each case, no further infringement continues.
10.4 Without prejudice to any other rights or remedies, a Party shall not be liable for any delay or failure to perform its obligations or to provide accurate information under this Agreement provided such failure is directly and identifiably attributable to the acts and omissions of the other Party.
10.5 If Syft’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Syft shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
10.6 Nothing in this Agreement excludes the liability of either Party:
(a) for death or personal injury caused by a party’s negligence;
(b) for fraud or fraudulent misrepresentation; or
(c) for any other liability which cannot be limited under applicable law.
10.7 Subject to Clause 10.6, neither Party shall be liable to the other in connection with this Agreement (whether in contract, tort or negligence) for any loss of profits, loss of business, depletion of goodwill, loss of data, or for any, indirect or consequential loss or damage however arising.
10.8 Subject to Clause 10.6, in no event shall Syft’s aggregate liability for all events arising in each year during the Term of this Agreement (whether in contract, tort, negligence or otherwise) exceed [100%] of the Service Fee Spend.

COMMENCEMENT AND DURATION

11.1 This Agreement shall commence on the Effective Date and shall continue for the Term (as set out in the Service Level Agreement), unless terminated by either Party at any time during the Pilot Term (a period of three (3) months from the Effective Date) by providing the other Party with no less than fourteen (14) days’ prior written notice prior to the expiry of the Pilot Term.
11.2 This Agreement shall terminate immediately upon the expiry or termination of the Service Level Agreement.
11.3 A Party may terminate the Term of this Agreement, by written notice to the other Party and with immediate effect where:
(a) the other Party commits any material breach of this Agreement, provided that where the breach is capable of remedy, such breach is not remedied within 30 (thirty) days of notice of the breach; or
(b) the other Party:
(i) is unable to pay its debts;
(ii) is the subject of a petition, order, or resolution in connection with winding up, whether solvent or insolvent, or ceases or threatens to cease to carry on all or a material part of its business;
(iii) has a receiver, administrator or examiner appointed over all or any part of its assets;
(iv) suffers or is subject to any analogous event or procedure to those set out above in any jurisdiction; or
(v) suspends or ceases or takes any action to cease, to carry on, all or a substantial part of its business.

TERMINATION

12.1 Syft shall be entitled at any time and for any reason to terminate the Service (in whole or in part) by giving the Client at least thirty (30) days’ written notice (or such other notice period as may be specified in the Service Level Agreement).
12.2 Either party may terminate the Agreement with immediate effect by written notice to the other party in the event that:
(a) the other party is in material breach of the Agreement and has not remedied such breach (where remediable) within 30 Business Days of receipt of written notice from the other party requiring the breach to be remedied; or (b) an Insolvency Event occurs in relation to the other party.
(c) Syft may terminate the Agreement with immediate effect by written notice to the Client if a Client Default occurs.
12.3 A “Client Default”shall have occurred upon the occurrence of one of the following events:
(a) there is breach of clauses 3 (Client Obligations), 15 (Confidentiality), 13(Data Protection)
(b) a persistent breach occurs, provided that:
(i) Syft shall have previously notified the Client in writing that Syft believes that the Client has been in persistent breach of the Agreement, specifying the relevant breaches in reasonable detail (a “Warning Notice”); and
(ii) such Warning Notice states if a further breach of the type or category previously occurred occurs again within a time period to be specified by Syft(acting reasonably) in the Warning Notice, Syft will be entitled to terminate the Service by further written notice to the Client under this clause; and(iii)such a breach occurs within that specified time period;
12.4 On termination of the Agreement, both Parties shall pay to the other all amounts properly due under the Service Level Agreement for the Services performed up to the date of termination in accordance with that Agreement;
12.5 On the expiry or earlier termination of the Service Syft shall reasonably co-operate with Client at the Clients expense to assist an orderly migration of Services to a replacement supplier as the Client may direct.
12.6 Termination or expiry of the Service(however it occurs) does not affect the accrued rights and liabilities of the parties or the enforceability of any other provisions of the Service Level Agreement that are intended to remain in force after its termination or expiry.

CONSEQUENCES OF TERMINATION

12.7.1 On expiry or termination of the Term or the Pilot Term of this Agreement:
(a) each Party shall, return any and all of the other Party’s equipment, materials and deliverables then in its possession. Should such Party fail to do so, then the other Party may enter the defaulting Party’s premises and take possession of them;
(b) all rights and licences granted here under shall cease at the date of expiry or termination of this Agreement;
(c) subject always to Clause 13, each Party shall within thirty (30) days of the date of expiry or termination of this Agreement return to the other all of the other Party’s Confidential Information together with any copies made thereof, including copies in all forms, partial and incomplete, on any types of media and in any computer memory, and (if requested in writing) certify to the other Party in writing that it has strictly complied with this obligation and has not retained any copies of the other Party’s Confidential Information;
(d) except as specifically provided for in this Agreement, each Party’s further rights and obligations shall cease immediately on termination of this Agreement and the Parties shall make any reassignments necessary to achieve this, but termination does not affect either Party’s accrued rights and obligations as at the date of termination; and
(e) Clauses which by their terms or intent are to survive termination of this Agreement will do so.

DATA PROTECTION

13.1 To the extent that a Party processes End User Personal Data under or in connection with this Agreement, each such Party undertakes and agrees to comply with their obligations under the Data Protection Legislation.
13.2 To the extent that Syft is a Processor of End User Personal Data, Syft shall:
(a) process Personal Data only on the Client’s documented instructions as set out in this Agreement, and not for any other purpose, or in any other manner, unless specifically instructed by the Client in writing to do so, or as required by the Data Protection Legislation. In the event that Syft is required by the Data Protection Laws to process End User Personal Data for any other purpose or in any other manner, Syft shall notify the Client of that legal requirement before processing, unless that law prohibits such notification on important grounds of public interest;
(b) ensure that its employees, agents and/or subprocessors authorised to process Personal Data have committed themselves to confidentiality;
(c) implement appropriate technical and organisational security measures to safeguard End User Personal Data. The Client acknowledges and agrees that it has knowledge of and has reviewed these measures and is responsible for ensuring that they provide an appropriate level of protection to the risks of End User Personal Data to be processed; and
(d) be permitted to appoint a subprocessor to process Personal Data provided that:
(i) Syft enters into a written contract with the subprocessor on the equivalent terms to those set out in this clause 14;
(ii) Syft shall inform the Client of any intended changes concerning the addition or replacement of any subprocessor; and
(iii) where a subprocessor fails to fulfil its data protection obligations, Syft shall remain fully liable to the Client for the performance of the subprocessor’s obligations.
13.3 Taking into account the nature of the processing, Syft shall provide commercially reasonable assistance to the Client for the fulfilment of the Client’s obligation to respond to a request from an End User to exercise such End User’s rights under the Data Protection Legislation. To the extent legally permitted, the Client shall be responsible for any costs arising from Syft’s provision of such assistance.
13.4 Syft shall notify the Client without undue delay after becoming aware of a Personal Data Breach and provide commercially reasonable assistance to the Client in connection with its third-party notification and communication obligations under the Data Protection Legislation, taking into account the nature of the processing and the information available to the Client. To the extent legally permitted, the Client shall be responsible for any costs arising from Syft’s provision of such assistance.
13.5 Except where Syft is required to do so in accordance with the Data Protection Legislation, Syft shall not transfer any End User Personal Data out of the European Economic Area to any country that has not been identified by the European Commission or a Supervisory Authority under the Data Protection Legislation as a country that provides an adequate level of data protection except:
(a) on the Client’s prior written approval, or
(b) where Syft has ensured adequate safeguards for such End User Personal Data, as required by the Data Protection Legislation, such as by ensuring that any transfer of such End User Personal Data is governed by the applicable EU Standard Contractual Clauses.
13.6 Syft shall make available to the Client information necessary to demonstrate compliance with the obligations in this clause 13.

PERSONNEL

14.1 The Client warrants and represents that neither the provision of the Service, Syft entering into this Agreement, nor Syft’s performance of any of its obligations here under shall result in:
(a) the contract of employment of any person having effect as if originally made between that person and Syft; or
(b) Syft being responsible for any liabilities arising under a contract of employment or its termination, in each case, pursuant to the Employment Regulations.
14.2 If:
(a) the contract of employment (or alleged contract of employment) of any person is found or alleged to have effect as if originally made between that person and Syft; or
(b) Syft is found or alleged to be responsible for any liabilities (or alleged liabilities) arising under a contract of employment (or alleged contract of employment) or its termination (or alleged termination), in each case, pursuant to the Employment Regulations, the Client shall indemnify Syft against any and all losses and/or liabilities that Syft may occur in relation to or in connection with the same, including, but not limited to, any losses and liabilities that may arise from or in connection with any contract of employment (or alleged contract of employment) and its termination.

CONFIDENTIALITY

15.1 The Parties both warrant and represent that they will keep confidential all Confidential Information disclosed to them by the other Party, in particular any Syft Materials disclosed to Client and any Client Content provided by the Client to Syft.
15.2 The obligations of confidentiality in this clause 16 will not apply to any matter that:
(a) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement or any other obligations of confidentiality;
(b) was independently disclosed to it by a third party entitled to disclose the same; or
(c) was already known to the recipient before receipt from the other Party, provided always that the aforementioned exclusions shall not apply to the extent that the Confidential Information comprises End User Personal Data.
15.3 Both Parties must establish and maintain such security measures and procedures as are reasonably practicable to provide for the safe custody of the Confidential Information.
15.4 Either Party will only store, copy or use the other’s Confidential Information to the extent necessary to perform its obligations under this Agreement.
15.5 Each recipient may disclose Confidential Information as may be required by law, regulation or order of a competent authority to be disclosed, or as reasonably required to be disclosed to a professional adviser of the recipient, provided that, to the extent practicable in the circumstances, the disclosing Party is in each case given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same to the owner of such Confidential Information.
15.6 Each Party will return to the other Party on demand any and all Confidential Information disclosed and/or made available to the receiving Party or destroy the same and shall at the disclosing Party’s request certify that all such Confidential Information has been returned or destroyed as requested. Upon the expiry or termination of this Agreement, each Party will return to the other Party, or destroy (and confirm such destruction in writing), all Confidential Information disclosed to the other Party further to this Agreement (as applicable).

NOTICES

16.1 Any notice given to a Party under or in connection with this Agreement shall be in writing and in English and shall be delivered by hand or by pre-paid first-class post to the following addresses:
(a) to Syft at: Syft Online Limited of 53 Parker Street, London, WC2B 5PT
(b) to the Client at the address provided as the main contact point on the platform.
16.2 Any notice shall be deemed to have been delivered:
(a) if sent by hand, when delivered;
(b) if by first class post, five (5) days after posting; and
(c) if by e-mail, as soon as the e-mail was sent, unless the Party sending the notice knows or ought reasonably to suspect that the e-mail was not delivered to the receiving Party’s e-mail address.

GOVERNANCE AND ESCALATION

17.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (“Dispute”), then, except as expressly provided in this clause, the Parties shall follow the procedure set out in this clause.
17.2 Either Party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the representatives of each Party shall attempt in good faith to resolve the Dispute in accordance with the following timeframes:

Escalation level; Level 1)   Timeframe for Resolution; 7 days from the date of the Dispute Notice.
Escalation level; Level 2)   Timeframe for Resolution; 14 days from the date of escalation to Level 2 (following a failure to resolve the dispute at Level 1)
17.3 If the Parties are unable to resolve the Dispute in accordance with the above, then the Dispute shall be resolved finally by the English courts in accordance with clause 19.10.
17.4 Notwithstanding the above, either Party may at any time issue proceedings or seek remedies before any court or tribunal of competent jurisdiction:
(a) for interim or interlocutory remedies, either in relation to this Agreement or infringement by the other Party of that party’s Intellectual Property Rights;
(b) where compliance with the procedure set out above may leave insufficient time for that Party to commence proceedings before the expiry of the limitation period; and/or
(c) where that Party’s rights may otherwise be seriously prejudiced by a delay in commencing proceedings.

MISCELLANEOUS

18.1 Nothing in this Agreement is intended to, or shall be deemed to, establish an exclusive relationship, any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
18.2 No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
18.3 Neither Party shall assign its rights under this Agreement either in whole or in part without the prior written consent of the other Party, save that Syft may be entitled to assign this Agreement to any affiliate or group company or in connection with a merger or business sale of its assets.
18.4 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.5 This Agreement, together with the documents referred to in it (such as the Service Level Agreement and Terms of Service) contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
18.6 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
18.7 Except as expressly provided in this Agreement, a person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
18.8 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
18.9 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.
18.10 The Parties agree that the courts of England will have exclusive jurisdiction to decide any matter relating to the enforcement or construction of this Agreement.Your use of the Service constitutes your acceptance of and agreement to all of the terms and conditions defined herein.

SCHEDULE 1

SERVICE DESCRIPTION SYFTFORCE

SyftForce is an online internal worker resource-sharing platform with a supporting mobile app(s)* that enables organisations to effectively manage their temporary workforce. The platform offers the ability to:
● Schedule activities, by area, by venue
● Offer jobs to individuals by specific area, to the whole venue, or to all workers
● Post jobs by role, by area, by venue
● Set pay rates
● Show worker roles and skills
● Message workers/receive messages from workers
● Scan workers in and out using QR codes
● Produce timesheets
● Rate workers
● Track costs
● Post jobs externally to Syft*OS and Android versions

SCHEDULE 2

SERVICE LEVELS


Availability
Syft shall use its reasonable commercial endeavours to ensure that the SyftForce App and the SyftForce Platform shall, except for maintenance work as provided below, be available to the End Users, a minimum of 99.5% of the time during any 24-hour period from the Effective Date until the termination or expiry of the Term.

Syft will provide at least twenty-four (24) hours’ notice to the Client when Syft undertakes maintenance works (including upgrades, updates and patch installations) at any time. Syft will use its reasonable commercial efforts to undertake maintenance works outside of operational hours between as set out below(UK time) during Business Days.

Operational HoursMonday – Friday: 7am –10pm
Saturday: 7am –9pm
Sunday: 8am –6pm

Syft may also undertake emergency maintenance on the SyftForce App and/or the SyftForce Platform during operational hours in the event Syft is experiencing issues which cause of loss, unavailability or restriction of its functionality or other reasonable situations. Such emergency maintenance may be undertaken at any time without notice to the Client.

IncidentsSyft shall respond to the Client in respect of any Incident within [4] hour[s] of being notified of such Incident by the Client in writing during operational hours set out above. To the extent that Syft is notified of an Incident outside of the operational hours or at any time between [22:00 –7:00] of the operational hours, Syft shall respond within two hours from the time commencing at [07:00] on the next operational day.

Once notified of an Incident in accordance with the notification procedure above, Syft shall use its reasonable commercial endeavours to remedy any such Incident as soon as reasonably practicable having due regard to the severity of the applicable Incident.

As used in this Schedule, “Incidents” may include a major failure, fault, bug, error, malfunction, virus or Trojan, unauthorised systems access, functionality or process degradation and any other major incidents for which Syft has a responsibility in accordance with this Agreement and which materially affect the Client’s or End Users’ use of the SyftForce App or the SyftForce Platform.