GRADUWAY SERVICE LEVEL AGREEMENT FOR CECO

DATE: 23rd of May 2016

Client:

CECO

Client's address:

Manual Lima manelima@gmail.com

Graduway:

Headhunter Systems Limited (t/a Graduway) a company incorporated

in England and Wales with company no. 07059614

Graduways address:

46 The Grove, Edgware, Middx. HA89QB, United Kingdom.

info@graduway.com

Services:

Graduway Alumni Platform

Specification:

Graduway will provide the service of an on-line branded networking

platform, both web and mobile, in line with the Clients branding
which will include design, branding, setup, data upload & entry,
implementation, license, maintenance, hosting, customer service and
training services as required. The platform will include functionality
such as social media plug-ins, jobs board, news feed, social page,
video profiles and enhanced constituent search functionality and in
line with the product as demonstrated at www.Graduway.com/demo
(as modified and updated from time to time).
Client will be eligible for Graduways
throughout the term of this Agreement.

Charges:

best

product

available

Main Platform: 12,948 per year for 5,000 registered users.

Set up cost only in first year: 6,474.

Initial Term

5 years

This Agreement is made up of this Order Form and the Conditions. If there is any conflict or ambiguity between the terms this
Order Form and the Conditions, then the term contained in the Order Form shall have priority over the Conditions. This Agreement
has been entered into on the date stated at the beginning of this Order Form.
SIGNED for and on behalf of by
HEADHUNTER SYSTEM LIMITED
(T/A GRADUWAY)

)
)
)

SIGNED for and on behalf of by

CECO by

Signature

Signature

Print Name

Print Name

Position

Position

Date

Date

)
)
)

GRADUAWAY TERMS AND CONDITIONS (CONDITIONS)

1.

2.

2.1
2.2
2.3
2.4

3.
3.1
3.1.1
3.1.2
3.2
3.3
3.3.1

3.3.2

3.3.3
3.3.4
3.3.5
3.3.6
4.

4.1
4.2
4.3
4.4
5.

5.1
5.2
5.3

6.

6.1
6.2
6.3
6.4

6.5

Commencement and term

This Agreement shall commence on the date at the beginning of the Order Form and shall continue for the Initial Term, set
out in the Order Form, following which it shall automatically remain in force for consecutive periods of one year each
(together with the Initial Term, each a Contract Period) until terminated: (a) in accordance with the terms of this
Agreement; or (b) with three months written notice by either party prior to the end of any Contract Period.
Supply of services
Services means the services, including without limitation provision of any documents, products and materials developed
by Graduway or its agents, subcontractors and personnel as part of or in relation to the Services in any form,
(Deliverables), to be provided by Graduway to Client pursuant to this Agreement.
Graduway shall supply the Services to Client from the Services Start Date, as set out in the Order Form, in accordance with
this Agreement.
Graduway hereby grants to Client a non-exclusive, non-transferable, revocable right to permit the person appointed by
Client, who shall have access to an administration account on the Services (Administrator), to use the Services pursuant
to this Agreement during the term of this Agreement solely for the administration of the Services.
Client may request additional services and functionality, the parties shall discuss in good faith such request, but having
discussed in good faith, Graduway may, at its discretion refuse to incorporate such additional services or functionality.
Client's obligations
Client shall, and shall procure that the Administrator shall:
provide, Graduway, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with
access to Client's premises, office accommodation, data and other facilities as reasonably required by Graduway; and
provide, in a timely manner, such information as Graduway may reasonably require, and ensure that it is accurate.
Client shall procure that the Administrator shall keep their password and account information secure and confidential.
Client shall not, and shall procure that the Administrator shall not:
except to the extent permitted by any applicable law or expressly permitted under this Agreement attempt to: (i) copy,
modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or
any portion of the Services; or (ii) reverse compile, disassemble, reverse engineer or otherwise reduce to humanperceivable form all or any part of the Services;
access all or any part of the Services in order to build a product or service which competes with the Services or to copy any
features, functions or graphics of the Services;
use the Services to store or transmit: (i) infringing, libellous, or otherwise unlawful or tortious material; (ii) material in
violation of third-party rights; or (iii) viruses, harmful code or data;
interfere with or disrupt the integrity or performance of the Services or third-party data contained in the Services;
attempt to gain unauthorised access to the Services or their related systems or networks; or
export, directly or indirectly, any of the Services in breach of any applicable laws or regulations, including United States
export laws and regulations, to any country for which the government or any agency thereof at the time of export requires
an export licence or other governmental approval without first obtaining such licence or approval.
Charges and payment
In consideration for the provision of the Services, Client shall pay Graduway the charges in accordance with this clause 4.
All amounts payable by Client exclude amounts in respect of VAT or any applicable sales tax, which Client shall additionally
be liable to pay to Graduway at the prevailing rate (if applicable), subject to receipt of a valid invoice.
Client shall pay the charges for the Services each year in advance and each invoice due and submitted to it by Graduway,
within 30 days of the date of such invoice, to a bank account nominated by Graduway.
If Client fails to make any payment due to Graduway under this Agreement by the due date for payment, then, without
limiting Graduway's other remedies, Graduway may suspend the Services until payment has been made in full.
Data
The parties agree to observe their respective obligations under the Data Protection Act 1998 in relation to the Services.
If Client receives a request or complaint (Request) from a registered account user of the Services (User) regarding the
use of its personal data, Client shall within 10 days of such Request, forward the Request to Graduway.
Data provided by the Users on the Service, recorded relating to the activity of the Users and all data derived from this data
(Derived Data), shall as between Graduway and Client be owned by Graduway. Graduway may, to the extent permissible
under its privacy policy and by law, grant a non-exclusive licence to Client for the Derived Data to be used for its internal
business purposes.
Intellectual property
Graduway and its licensors shall retain ownership of all intellectual property rights either subsisting in the Services or the
Deliverables (excluding any materials, designs, trade marks and data of Client (Client Materials) incorporated in them)
or otherwise necessary or desirable to enable Client to receive and use the Services (Graduway IPRs).
Graduway grants to Client, a non-exclusive, royalty-free, non-transferable, revocable licence to use Graduway IPRs for the
purpose of receiving and using the Services during the term of this Agreement.
Client grants Graduway, a worldwide non-exclusive, royalty-free, non-transferable licence to copy and modify Client
Materials for the purpose of providing the Services for the term of this Agreement.
If Client receives any claim by a third party alleging that the use of the Services in accordance with this Agreement
infringes the intellectual property rights of such third party (a Claim), then Client shall: (i) give Graduway prompt notice
of such Claim; (ii) provide reasonable cooperation to Graduway in the defence and settlement of such Claim; and (iii) give
Graduway sole authority to defend or settle the Claim.
If Client informs Graduway of a Claim against it or that the Services potentially breach any applicable laws, Graduway may
in its discretion: (i) modify the Services, so that they no longer infringe third party rights or fail to comply with any
applicable law ; (ii) obtain a licence for Client's continued use of the Services; or (iii) terminate the Services upon 30 days'
written notice and refund to Client any fees paid covering the remainder of the relevant Contract Period after the date of
termination.

7.

7.1
7.2
8.

8.1
8.2

8.3

9.

9.1
9.2

9.3
9.4

10.

10.1
10.1.1

10.1.2
10.2
10.3
10.3.1
10.3.2

10.3.3
10.4
11.

11.1

11.2
11.3

11.4

Confidentiality
Subject to clause 7.2, the parties shall: (i) only use the other party's confidential information in performance of their
obligations under this Agreement; (ii) not disclose the other party's confidential information to third parties without the
prior written consent of the other; and (iii) keep the other party's confidential information secure.
Clause 7.1 shall not apply to confidential information that: (i) is or comes into the public domain other than by breach of
this clause 7; or (ii) is required to be disclosed by any law or order of a court, governmental or regulatory authority,
providing that prior to such disclosure, and to the extent permitted by law, the discloser shall consult with the other party.
Social Media Networks
Graduway shall not be responsible nor incur any liability to Client regarding any amendments, modifications or updates to
the terms, conditions, policies and permissions of social media networks connected to the Services.
Client shall, where the User consents, enable the Services to access information from Users social media accounts.
Graduway shall not be responsible or liable to Client for any: (i) content accessed by or on behalf of a User or from any
social media network; (ii) interactions or communications between Client and/or the Users and any third parties through
any social media network; or (iii) transactions relating to a separate agreement or arrangement between Client or the Users
and any social media network.
Graduway shall not be liable if the operator of any social media network ceases to make its network available for use with
the Services on reasonable terms, with the intent not to resume making it available for use on such terms. For the
avoidance of doubt Client shall not terminate nor receive credit, a refund or other compensation as a result of any
unavailability of any social media network for use with the Services.
Limitation of liability
Nothing in this Agreement shall limit or exclude either partys liability for: (i) death or personal injury caused by its
negligence; (ii) fraud or fraudulent misrepresentation; and (iii) any other liability which cannot be limited or excluded by
applicable law.
Subject to clause 9.1, Graduway shall not be liable to Client, whether in contract, tort (including negligence), for breach of
statutory duty, or otherwise, arising under or in connection with this Agreement for: (i) loss of profits or business; (ii) loss
of use or corruption of software, data or information; or (vii) any indirect or consequential, except for loss and damages
which are consequent to Graduway breach/fault.
Subject to clause 9.1, Graduway's total liability to Client, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to amounts paid or payable
to Graduway for the Contract Period in which the event giving rise to such liability occurred.
Notwithstanding any other provision of this Agreement: (i) all warranties, representations, conditions and all other terms of
any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from
this Agreement; (ii) Graduway does not guarantee that the Services or the Deliverables will be error free or uninterrupted;
and (iii) the Services and the Deliverables are provided to Client on an as is basis.
Termination
Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate
effect by giving written notice to the other party if the other party:
takes any step or action in connection with its entering administration, provisional liquidation or any composition or
arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by
order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or
ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous
procedure in the relevant jurisdiction; or
threatens to or actually suspends or ceases to carry on all or a substantial part of its business.
Without affecting any other right or remedy available to it, Graduway may terminate this Agreement with immediate effect
by giving written notice to Client if Client fails to pay any amount due under this Agreement on the due date for payment
and remains in default not less than 14 days after being notified in writing to make such payment.
On termination of this Agreement for whatever reason:
Client shall immediately pay to Graduway all of Graduway's outstanding unpaid invoices and interest and, in respect of
Services supplied but for which no invoice has been submitted, Graduway may submit an invoice, which shall be payable
immediately on receipt;
at Graduways request, and within a reasonable time of such request, Client shall return or, at Graduways option, destroy
the Deliverables and confidential information of Graduway (including erasure from Clients computer systems) within its
possession or control and confirm in writing to Graduway when it has complied with this clause; and
any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after
termination shall remain in full force and effect. Additionally, the following clauses shall continue in force and effect after
termination: clauses 4, 5, 6, 7, 9, 10.3, 11.2, 11.3.
The termination of this Agreement shall not affect any of the parties' rights and remedies that have accrued as at the date
of termination.
General
Neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement to the extent
that such failure or delay is caused by any circumstances beyond its reasonable control including, but not limited to, fire,
flood, riot, strikes, insurrection, embargoes, acts of God, war or civil disturbances, malicious damage, cyber attack, inability
to obtain supplies, failure of a utility or telecoms service, regulations or laws of any civil or military authority affecting a
party that would delay or prohibit performance of its obligations under this Agreement, such event(s) shall not relieve
either party from its obligations to pay any sums properly due and payable to the other party under this Agreement.
Except for a notice to terminate, which shall not be sent by email, any notice or other communication given to a party
pursuant to this Agreement shall be in writing, addressed to that party at its registered office, or in the case of email to the
email address set out in the Order Form, or such other address as that party may have specified to the other party.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address
referred to in clause 11.2; if sent by signed for first class post or other next working day delivery service, at 9.00am on the
second working day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery
receipt is signed; or, if sent by email, on the day of transmission.
Client shall not assign, transfer or subcontract or deal in any other manner with any or all of its rights and obligations under
this Agreement without Graduways prior written consent.

11.5
11.6
11.7
11.8
11.9

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all
previous agreements, understandings and undertakings. No representation shall form part of this Agreement.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent
breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive
that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.
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, such
provision or part-provision shall be deemed deleted and shall not affect the rest of this Agreement.
No one other than a party to this Agreement shall have any right to enforce any of its terms.
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 and Wales
and the parties agree that the English Courts shall have exclusive jurisdiction to settle such dispute or claim.