Terms & Conditions

Last Updated on 26/01/2018

This document sets out the Terms and Conditions (“Terms”) on which Rekrvt Ltd (Company No. 10061699) of 17 Blossom Street, London, E1 6PL, trading as Octavia provides customers with access to certain recruitment software services through the websites at octavia.ai, octaviaresear.ch and rekrvtapp.com (The Websites).

Please read these terms very carefully before using the website and the Octavia services. You acknowledge and agree that by clicking on “I accept” on behalf of a nominated company or organisation (in these terms, the “Customer”), you agree that company or organisation will be bound by these terms as a customer. You warrant and represent that you have full capacity and authority to enter into this agreement on behalf of the customer company or organisation.

If you do not accept these terms, you will not be able to use the websites and the services. You are advised to print and retain a copy of these terms for future reference.

The websites & the services
1. The Websites are owned and managed by Rekrvt Ltd (Company No. 10061699) of 17 Blossom Street, London, E1 6PL.
2. In consideration for the payment of the Fees, Octavia shall provide the Customer with the services as described on the Websites, which allow the Customer to manage their candidates, source candidates from external sites, track applicant progress and use cutting edge technology to select the best candidate for a role (“Services”). The Services typically include the following key features:
  1. the facility to add accounts for “Consultants” (meaning the Customer’s employees and nominated representatives on their hiring team) by nominating such individuals to create individual user accounts which permit them to access the Services on behalf of the Customer;
  2. the facility to create “Roles”, meaning descriptions of an employment or contractor role or job that the Customer is seeking to fill;
  3. the facility to upload “Customer Information”, meaning information about the Customer organisation or any Role;
  4. access to view the “Profile” of a Candidate who applies for an Opening with the Customer, which means the information submitted by a Candidate through the Service which may include a summary of the Candidate’s academic background, work experience, technical or product skills and employment history;
  5. a comparison tool to compare Candidates for a specific Opening, and the facilitation and management of communications between the Customer and its Collaborators, and any Candidate, with respect to an Opening; and
  6. any other features and functionalities provided by Octavia to the Customer from time to time.
3. For the avoidance of doubt, Octavia’s obligations shall be limited only to the provision of the Services and do not in any way include acting on the Customer’s behalf. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the Customer and Octavia, appoint either party as the agent of the other, nor authorise either party to make or enter into any commitments for or on behalf of the other party.
4. Octavia may from time to time add, modify, suspend or cease (temporarily or permanently) the provision of any element of the Services upon notice to the Customer.
5. Octavia shall have no obligation to notify the Customer in the event of an unplanned service downtime. In the event of a planned service downtime in respect of the Services or the Website, Octavia shall use its reasonable endeavours to notify the Customer in advance provided that Octavia is able to do so.
6. Access to the Website and the Services may be granted to the Customer on a trial or ‘free’ basis (“Trial”). The Customer acknowledges and agrees that during the Trial, these Terms and conditions shall apply, as well as the following specific terms:
  1. access to the Services during the Trial will be provided at no cost to the Customer;
  2. such access is solely for the purpose of offering the Customer a preview demonstration of the functionality and features of the Services;
  3. the functionality of the Services during a trial may be limited or restricted; and
  4. Octavia may withdraw or suspend the Customer’s access to the Services at any time during the Trial, and at the completion of the Trial continued access to the Website and/or Services will be subject to payment of Fees or charges.
Registration & collaborators
1. In order to use the Services, the Customer shall first be required to register with Octavia by completing the online registration form on the Website.
2. Octavia shall send the Customer a confirmation email (“Confirmation Email”) once it has accepted and confirmed the Customer’s registration. The Customer’s contract to use the Services on these Terms (“Contract”) commences on the date of the Confirmation Email.
3. Octavia reserves the right to conduct verification and security procedures in respect of all information provided by the Customer to Octavia. If Octavia has reason to believe that the information provided by the Customer to register and use any of the Services breaches or is likely to breach any of the provision in these Terms, Octavia at its sole discretion may take any action that it deems appropriate including without limitation, to terminate the Customer’s Contract.
4. These Terms shall apply to any and all Collaborators who access and use the Website and the Customer Services through the Customer’s account. The Customer acknowledges and agrees:
  1. all Collaborators must use the corporate email address allocated to them by the Customer when creating an Collaborator profile;
  2. Octavia may allocate the Customer “Admin” or “Member” accounts with varying levels of access, and the Customer shall comply (and ensure each Collaborator complies) with any directions of Octavia relating to the establishment and use of such Collaborator accounts;
  3. only one person may log-on to the Website and/or access the Services using any one Collaborator account at any one time; and
  4. the Customer is directly liable to Octavia at all times for the acts or omissions of its Collaborators.
5. The Customer shall, and shall ensure its Collaborators, keep any Customer and Collaborator usernames and passwords (“Logins”) safe and secure to ensure that they are not used without the Customer’s permission. The Customer must immediately notify Octavia if it has reason to believe that there has been unauthorised use or access to the Customer’s Logins and/or the Customer’s profile on the Website. The Customer shall be solely responsible and liable for any breaches of these Terms arising out of or resulting from use of the Customer’s Logins to access the Services and/or the Website, whether such use is authorised by the Customer or not.
6. At any time upon notice to the Customer, Octavia may require the Customer to execute any further documents to confirm the Customer’s acceptance of, or give full effect to, these Terms.
Customer obligations
1. The Customer shall at all times use the Services and the Website in accordance with these Terms.
2. The Customer shall ensure that its use of the Services and/or the Website, including the submission of any information, data, images, videos, audio, files, links to external websites, communication between Collaborators and with Candidates, and all other material of any format (“Submissions”):
  1. comply with all applicable laws and legislations;
  2. do not infringe any intellectual property rights or other proprietary rights of any third party;
  3. not reasonably be deemed to:
    - be offensive, illegal, inappropriate or in any way:
    - promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
    - harass or advocate harassment of another person;
    - display pornographic or sexually explicit material;
    - promote any conduct that is abusive, threatening, obscene, defamatory or libellous;
    - promote any illegal activities;
    - provide instructional information about illegal activities, including violating someone else’s privacy or providing or
    - create computer viruses;
    - promote or contain information that you know or believe to be inaccurate, false or misleading;
    - engage in the promotion of contests, sweepstakes and pyramid schemes, without our prior written consent;
    - exploit people in a sexual or violent manner;
    - invade or violate any third party’s right to privacy; and transmit “junk mail”, or “chain letters”, or unsolicited mass mailing, messaging or “spamming”;
3. and the Customer hereby indemnifies Octavia for all losses, liabilities, costs and expenses (including but not limited to legal costs) suffered or incurred by Octavia which arise directly or indirectly from a breach by the Customer of this clause 3.2.
4. Unless otherwise explicitly stated by Octavia, Octavia does not vet, verify the accuracy, correctness and completeness, edit or modify any Submissions or any other information, data and materials created, used and/or published by the Customer on the Website to determine whether they may result in any liability to any third party. The Customer hereby warrants that the Customer has the right to use all such information and material.
5. Notwithstanding clause 3.3, Octavia reserves the right to refuse to publish any Submissions, or to at any time remove or edit a Submission (in whole or in part), if Octavia has reason to believe that the Customer’s use of the Services and/or the Website breaches these Terms.
6. The Customer shall not:
  1. at any time use the Services and/or the Website with the purpose of impersonating another User or person; and
  2. use the information made available to the Customer through its use of the Services and/or the Website for any purpose other than for the purposes of procuring benefit out of the Services and/or the Website; and
  3. do anything whatsoever which shall or is likely to impair, interfere with, damage, or cause harm or distress to any persons using the Services and/or the Website or in respect of the network.
7. Octavia takes breaches of this clause 3 very seriously and therefore reserve the right to take any action that Octavia deems necessary. This can include, without limitation, suspension or termination of the Customer’s use of the Services and/or access to the Website. In certain circumstances Octavia may choose to instigate legal proceedings as appropriate if there is illegal use of the Services and/or the Website, or disclose information to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights or of their right to privacy. The Customer shall promptly notify Octavia if it is aware of any or any suspected breaches of this clause 3 by its Collaborators.
Fees
1. The fees to access the Website and Services are as set out on the Website (“Fees”). Other than where the Customer is participating in a Trial in accordance with clause 1.6, the Customer may only access the Website and the Services by paying the Fees.
2. Unless stated otherwise on the Website or agreed by Octavia in writing, the Fees shall be payable by the Customer monthly in advance, in the manner as set out on the Website.
3. All Fees are exclusive of VAT and all other taxes or duties, and are non-refundable for any reason whatsoever.
4. The Fees or any rate of charge may be increased by Octavia upon not less than thirty days prior written notice to the Customer, which notice may be provided through the Website.
Termination
1. The Customer may terminate their Contract at any time by cancelling their subscription on the Website, provided that any Fees already paid by the Customer are non-refundable.
2. Octavia shall be entitled to suspend and/or terminate the Customer’s access and use of the Website and/or the Services:
  1. if Octavia’s network providers and suppliers cease providing Octavia with their services; or
  2. if Octavia has reason to believe that the Customer has breached any of the provisions of these Terms.
3. Upon termination of the Customer’s Contract in accordance with this clause 5, the Customer may no longer access or use the Services and the Website.
Warranties
1. The Customer hereby warrants that (a) the Customer has the right and capacity to enter into and be bound by these Terms; and (b) the Customer shall comply with all applicable laws regarding the Customer’s use of the Services and the Website; and (c) and the Customer agrees to abide by the rules and reasonable directions of Octavia relating to the Website as may be provided by Octavia from time-to-time.
2. Octavia relies on other service providers (such as network provider, data centres, telecommunication providers) to make the Services and the Website available to the Customer. Whilst Octavia takes all reasonable steps available to it to provide the Customer with a good level of service, Octavia does not guarantee that such service shall be fault free or uninterrupted at all times. Octavia therefore shall not be liable in any way for any losses the Customer may suffer as a result of delays or failures of the Services and Website as a result of Octavia’s service providers.
3. Except as expressly set out herein, to the maximum extent permitted by law, Octavia expressly excludes all representations, warranties, obligations and liabilities in connection with the Services and the Website, including but not limited to the warranties of merchantability, non-infringement of intellectual property, accuracy, completeness, fitness for a particular purpose, and any warranties arising by statute or otherwise in law or from course of dealing, course of performance, or use of trade are hereby excluded and disclaimed.
4. Octavia may display or provide links or other interaction with third party websites and third party advertising banners on the Website (“Third Party Websites”). In particular, the Services may also provide the Customer with the opportunity to connect and publish Openings and other Customer Information through Third Party Websites and other third party services such as social and business networking sites. Use of any such Third Party Websites and services shall be at the risk of the Customer and subject to the terms and conditions of the Third Party Website provider.
Limitation of liability
1. Subject to clauses 7.2 and 7.3, the maximum aggregate liability of Octavia (including its respective agents, sub-contractors or representatives) under, arising from or in connection with the provision of the Services and/or these Terms, whether arising in contract, tort (including negligence) or otherwise, shall not exceed a sum equivalent to the total Fees received by Octavia for a period of six (6) months preceding the event giving rise to liability.
2. To the extent permitted by law, Octavia expressly excludes:
  1. all conditions, warranties and other terms whether expressed or which might otherwise be implied by statute or common law;
  2. any liability for indirect or consequential loss which are losses incurred as a side effect of the main loss or damage;
  3. loss of profit;
  4. loss of income or revenue;
  5. loss of business or contracts;
  6. loss of data;
  7. loss of goodwill and reputation;
  8. loss of expectation;
  9. loss of opportunity; or
  10. loss arising out of or in connection with wasted management or office time;
  11. arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to the Customer’s tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
3. Nothing in these Terms shall serve to limit or exclude Octavia’s liability for death or personal injury resulting from Octavia’s negligence or any liability for fraudulent misrepresentation.
Intellectual property rights
1. Octavia and its licensors own all rights in the intellectual property rights relating to the Services and the Website, including but not limited to all software forming part of the Website (“Software”). Those works are protected by copyright laws and treaties around the world. Nothing in this Agreement will serve to transfer from Octavia to the Customer any of the Software or Website, and all right, title and interest in and to the Software and the Website will remain exclusively with Octavia and/or Octavia’s licensors. All rights in and to the Software and the Website not expressly granted to the Customer are reserved by Octavia and the relevant third party licensors.
2. The Customer may print off one copy and may download extracts of any pages from the Website solely for use by the Customer; and the Customer may draw the attention of other Users to Submissions or materials posted on the Website. The Customer must not use any part of the submissions of other users and all materials on the Website for any purpose other than accessing the Website or obtaining a benefit from the Services in accordance with these Terms.
3. The Customer shall not, and shall procure that Collaborators shall not: (i) modify, translate, create or attempt to create derivative copies of or copy the Software or the Website in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Software or the Website to source code form; (iii) distribute, sub-licence, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer the Software or the Website or the Customer’s right to use the Software or the Website.
4. The Customer warrants that the Customer owns or has the right or licence to use the intellectual property rights in the Customer Information and all information and materials provided by the Customer to Octavia.
5. The Customer hereby grants Octavia, a perpetual, sub-licensable, worldwide, royalty-free licence to publish and make available on the Website the Customer Information and all other information and material provided by the Customer to Octavia in respect of the Services, for the purpose of providing the Services to the Customer.
6. The Customer hereby indemnifies Octavia against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of any infringement of any intellectual property right by the use or possession of the Customer Information and all other information and material provided by the Customer to Octavia.
Data protection & privacy policy
1. The Customer and Octavia shall comply with the Data Protection Act 1998 and all other successor legislation and regulation in the performance of the obligations set out under these Terms.
2. Octavia processes personal data (as such term is defined in the Data Protection Act 1998) which it collects in the course of providing the services in accordance with its standard Privacy Policy which is accessible on the Website.
3. For personal data which is processed by Octavia on the Customer’s behalf as part of the Services, Octavia will act strictly in accordance with the Customer’s instructions by following such processing and security obligations as are contained in these Terms. The Customer confirms that it is solely responsible for ensuring that any such processing and security obligations comply with all applicable data protection law and legislation. The Customer hereby indemnifies Octavia against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of the Customer’s failure to comply with this clause 9.
General
1. If Octavia fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve the Customer from compliance with such obligations. No waiver by Octavia of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to the Customer in writing.
2. All notification and communication to Octavia should be sent to the contact details made available to the Customer on the Website.
3. If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
4. These Terms represent the entire agreement between the Customer and Octavia in respect of the Customer’s use of the Website and shall supersede any prior agreement, understanding or arrangement, whether oral or in writing.
5. The Customer acknowledges that in entering into these Terms, the Customer has not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the Internet or in negotiation between the parties except as expressly set out in these Terms.
6. Octavia reserves the right to modify these Terms at any time. Any changes Octavia may make to this document in the future will be notified and made available to the Customer using the Website.
7. These Terms shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of English courts.

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