Platform Terms of Use

In the event of any conflict or inconsistency between the provisions of this Agreement, the following order of precedence shall apply: (i) the Order; (ii) the DPA; (iii) these Terms.

This Agreement constitute a legally binding agreement between Savannah and the Client or Agency (as applicable) upon the earliest of: (a) clicking “I Accept” or any equivalent acceptance mechanism; (b) accessing or using the Platform; or (c) executing an Order that references these Terms.

An Order and these Terms together constitute the Agreement.

Where a User accepts these Terms on behalf of a corporate entity, that User represents and warrants that they have authority to bind that entity.

This Agreement supersede all prior representations, negotiations, or arrangements between the parties relating to the Platform, unless otherwise expressly agreed in writing by a duly authorised representative of Savannah.

This Clause 3 only applies where a Client or Agency is provided with access to the Platform on a Trial Basis, as set out in a Order.

The rights provided under this Clause 3 are provided solely on a Trial Basis for the Trial Period.

The Platform made available to a Client or Agency on a Trial Basis are made available ‘as is’ and to the fullest extent permitted by law, all warranties, express, implied or otherwise (including those pertaining to merchantability and fitness for purpose), are excluded during a Trial Period.

Client or Agency acknowledges and agrees that full functionality and access (as set out in the Documentation) may be restricted during the Trial Period, in accordance with the Order or as otherwise notified to the Client or Agency by Savannah.

Savannah may terminate a Trial Period at any time for any reason during a Trial Period without liability.

On expiry of the Trial Period, or upon mutual agreement, the Client or Agencies access to the Platform will cease and the Client or Agency’s deployment will convert to a paid deployment in accordance with the remainder of this Agreement.

Savannah’s maximum aggregate liability (whether in contract, tort or otherwise) during a Trial Period will be limited to: (a) the Fees paid by the Client or Agency to access the Platform on a Trial Basis; or (b) one thousand pounds (£1,000).

Savannah shall:

1. use commercially reasonable endeavours to make the Platform available 24 hours a day, 7 days a week, subject to planned and emergency maintenance;
2. provide reasonable technical support to registered users during normal business hours;
3. process any personal data in accordance with its Privacy Policy (available here: savannahjobs.ai/privacy) and applicable data protection legislation;
4. notify users of any material changes to the Platform or this Agreement with not less than 30 days’ prior written notice (except where changes are required urgently by law or to address security vulnerabilities); and
5. maintain appropriate technical and organisational security measures to protect user data.

Savannah shall use reasonable endeavours to ensure the accuracy and functionality of the Platform but does not warrant that the Platform will be uninterrupted or error-free, or that the Platform and/or the information or results obtained by the Client or Agency through its use of the Platform will meet its requirements. Savannah is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of User Content over communications networks and facilities, including the Internet, and the Client or Agency acknowledges that the Platform may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

Savannah may suspend the access to or use of the Platform by the Client, Agency and any or all of the Users if the Savannah: (a) determines or reasonably suspects that the Client, Agency or any of its Users’ use of the Platform: (i) breaches this Agreement; (ii) poses a security risk; or (iii) adversely or may adversely impact(s) on the Platform or any service provided by the Savannah to a third Party; (b) where the Client or Agency defaults; or (c) where it is in the legitimate interests of Savannah to do so.

Subject to this Agreement, Savannah grants its Client and Agencies a non-exclusive, non-transferable, revocable licence to access and use the Platform solely in respect of (i) Clients, for the purpose of identifying, evaluating and engaging Candidates; and (ii) Agencies, for the purpose of facilitating the introduction and placement of Candidates with Clients.

Each Client and Agency shall:

1. ensure that all information submitted to the Platform, including any User Content (as defined below) is accurate, complete, up to date and not misleading;
2. not approach or engage any Candidate introduced through the Platform other than through the Platform’s established processes;
3. comply with all applicable laws, regulations, and professional standards, including all applicable employment laws;
4. treat all Candidates fairly and in accordance with applicable equality and employment laws;
5. respond promptly and in good faith to Candidate applications;
6. not use Candidate information obtained through the Platform for any purpose other than evaluating that Candidate’s suitability for the relevant role;
7. not share access credentials with any third party;
8. promptly notify Savannah of any suspected unauthorised access or security breach; and
9. maintain adequate professional indemnity and public liability insurance throughout the term of its registration.

Each Client and Agency shall not and shall procure that its Users shall not:

1. post false, misleading, or fraudulent job listings or Agency profiles;
2. solicit Candidates for purposes unrelated to legitimate recruitment;
3. harvest or scrape data from the Platform by automated means;
4. access, store, distribute or transmit any Viruses or any material during its use of the Platform that is unlawful, harmful, infringing, offensive, discriminatory, or which facilitates illegal activity or depicts sexually explicit images or causes damage or injury to any person or property;
5. and will not attempt to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform (including its object code and source code);
6. will not attempt to: (a) access all or any part of the Platform in order to build a product or service which competes with the Platform; (b) make the Platform or any available to any third party except to Users; or (c) attempt to obtain, or assist any third party in obtaining, access to the Platform;
7. circumvent any technical access controls or security measures;
8. violate any applicable employment, equality, or anti-discrimination laws; or
9. engage in any conduct that is harassing, threatening, or otherwise unlawful.

Savannah reserves the right, without liability or prejudice to its other rights, to disable the Client and Agency’s and its Users access to the Platform (including to any materials uploaded by a Client, Agency or its Users) in the event of a breach or suspected breach of Clause 5.3.

The Client or Agency acknowledges and agrees that each User must keep a secure password for their use of the Platform which must be kept confidential and secure against unauthorised access or use (including by any other User). Client or Agency will notify Savannah in writing as soon as it becomes aware of any actual or suspected unauthorised use or misuse of login information, and immediately disable the affected User’s account.

Platform Subscription Fees: Clients and Agencies shall pay the applicable subscription or access fees as set out in the relevant Order.

Invoicing and Payment Terms:

1. Invoices shall be payable within 30 days of the invoice date, unless otherwise agreed in the Order.
2. Savannah reserves the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
3. All fees are exclusive of VAT, which shall be payable in addition at the applicable rate.

Fee Disputes: Any fee dispute must be raised in writing within 14 days of the relevant invoice date. Raising a dispute does not entitle the Client or Agency to withhold payment of undisputed amounts.

Savannah IP: All Intellectual Property Rights in the Platform, including all Improvements, its software, design, architecture, branding, and content, are and shall remain the exclusive property of Savannah. Nothing in this Agreement transfers any such rights to any user.

User Content: Each Agency and Client retains all Intellectual Property Rights in the data, documents, and content it uploads to the Platform (“User Content”). By uploading User Content, each party grants Savannah a limited, non-exclusive, royalty-free licence to use that content solely for the purpose of operating and improving the Platform.

Savannah shall not use, reproduce, or commercialise any User Content beyond what is strictly necessary for the operation of the Platform without the relevant user’s prior written consent.

Client and Agency Materials: Savannah acknowledges that job specifications, shortlisting methodologies, assessment criteria, and candidate profiles prepared by a Client and/or Agency constitute confidential proprietary materials of that Client and/or Agency and shall not be shared with third parties or used by Savannah for its own purposes.

Savannah may track and analyse the Client or Agencies and its Users’ use of the Platform for the purpose of security and to help Savannah improve the Platform. The Client and Agency acknowledges that the Savannah may use the User Content to improve the performance and functionality of the Platform to develop improvements, updates, upgrades, modifications, or derivative works thereof which will constitute Improvements (“Improvements”).

Each party shall keep confidential all Confidential Information received from the other party and shall not disclose it to any third party without prior written consent, except:

1. to its employees, officers, or professional advisers who need to know it for the purposes of this Agreement and who are bound by equivalent obligations of confidentiality; or
2. as required by law, regulation, or court order, provided the disclosing party gives the other as much advance notice as reasonably practicable.

The obligations in this Clause 7 shall survive termination of this Agreement for a period of 5 years.

Each party shall comply with applicable data protection legislation, including (where applicable) the UK GDPR and the Data Protection Act 2018.

Any handling and/or processing of personal data shall be governed by a separate Data Processing Agreement (“DPA”), the terms of which are available on request from compliance@savannahapps.com.

Except as expressly and specifically provided in this Agreement 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.

The Client and Agency acknowledges and agrees that Savannah acts solely as a technology intermediary providing access to the Platform and does not participate in, facilitate, supervise, or exercise any control over the recruitment, selection, assessment, placement, or hiring of any candidate introduced or identified through the use of the Platform.

The Client and Agency acknowledges and agrees that all decisions regarding the suitability, engagement, appointment, or rejection of any candidate are made exclusively by the relevant employer or hirer in their sole discretion. Savannah makes no representation or warranty, whether express or implied, as to the suitability, qualifications, skills, experience, character, or fitness for purpose of any candidate made available or identified through the Platform.

Savannah shall have no liability whatsoever, whether in contract, tort (including negligence), misrepresentation, or otherwise, arising out of or in connection with:

1. the placement or hiring of any candidate through or as a result of use of the Platform;
2. any act or omission of any candidate before, during, or after any engagement or employment;
3. any loss, cost, expense, or damage suffered by any employer, hirer, or third party as a result of relying on any information, profile, or representation made by or relating to any candidate on the Platform; or
4. any failure by a candidate to meet the requirements of any role or engagement.

Clients and Agencies acknowledge that Savannah is not an employment agency, a recruitment consultant, or a party to any contract of employment or engagement entered into between a hirer and a candidate.

Use of Artificial Intelligence. Clients and Agency acknowledge that Savannah may use artificial intelligence technology, including software, algorithms or technology designed to operate with some level of autonomy to match Candidates with potential employers on the Platform.

Savannah’s Liability Cap: Savannah’s total aggregate liability to any Client or Agency in connection with this Agreement shall not exceed the greater of:

1. the total fees paid by that party to Savannah in the 12 months immediately preceding the event giving rise to the claim; or
2. £5,000.

Exclusions: Subject to Clause 10.7, Savannah will not be liable for (i) any consequential, indirect, special, incidental, punitive or exemplary Losses, whether foreseeable or unforeseeable; or (ii) any of the following Losses (in each case whether direct or indirect): loss of profit, loss of business opportunity or agreements in contracts, loss of or damage to goodwill or reputation, loss of or corruption of data, software or information, Losses arising from lawful termination of this Agreement by the Savannah, wasted expenditure or charges, Losses caused or contributed to by any agent or representative of the Client or Agency, Losses caused as a result of the Platform being unavailable as a result of planned downtime for the Platform, as notified to the Client or Agency from time to time, Losses arising from any failure of the Client or Agency’s infrastructure and/or utilities, Losses caused as a result of the Platform being unavailable due to a Force Majeure Event, or Losses caused by the failure or delay of any third party application or service or network.

Exceptions: Nothing in this Agreement limits or excludes liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; or
3. any other liability that cannot be excluded or limited by applicable law.

Each Client and Agency shall indemnify, defend, and hold harmless Savannah and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to:

1. the Client or Agency’s breach of this Agreement;
2. the Client or Agency’s use of the Platform in violation of applicable law; or
3. any claim by a Candidate arising from the Client’s conduct in connection with a recruitment process.

This Agreement shall commence on the Effective Date and continue for the Term, unless terminate in accordance with this Agreement.

Suspension: Savannah may suspend access to the Platform immediately upon written notice where:

1. there is a serious security threat or risk of harm to the Platform or other users;
2. the Client or Agency is in material breach of this Agreement; or
3. required by law or a regulatory authority.

Savannah shall use commercially reasonable endeavours to restore access promptly once the relevant issue is resolved.

Termination for Cause: Savannah may terminate this Agreement immediately upon written notice if the Client or Agency commits a material breach that is incapable of remedy, or fails to remedy a remediable breach within 14 days of written notice.

Effect of Termination: Upon termination or expiry of this Agreement:

1. All licences granted under this Agreement shall cease immediately upon termination.
2. Each party shall promptly return or destroy the other’s Confidential Information, subject to any legal retention requirements.
3. Clauses 7 (Intellectual Property), 8 (Confidentiality), 9 (Data Protection), 10 (Limitation of Liability), 11 (Indemnification), and this Clause 12.3 shall survive termination.
4. Any fees due and outstanding at the date of termination remain payable.

Savannah may update these Terms from time to time. Where changes are material, Savannah shall provide not less than 30 days’ prior notice by email or in-Platform notification.

Continued use of the Platform after the effective date of any updated Terms constitutes acceptance of those changes.

If a Client or Agency objects to any material change, their sole remedy is to cease using the Platform and terminate their account upon providing thirty (30) days prior written notice to Savannah prior to the effective date of the change.

Force Majeure. Neither party is responsible for failing to fulfil its obligations (other than its payment obligations) under this Agreement due to causes beyond its reasonable control that directly or indirectly delay, hinder, or prevent timely performance (“Force Majeure Event”). Any dates or times by which each party is required to render performance under this Agreement will be postponed automatically to the extent that the party is delayed or prevented from meeting them by a Force Majeure Event. If the Force Majeure Event prevents, hinders, or delays the affected party’s performance of its obligations for a continuous period of more than thirty (30) days, the affected party may terminate this Agreement by giving thirty (30) days’ written notice to the other party.

Entire Agreement: This Agreement, together with any applicable Order and the DPA, constitute the entire agreement between the parties in relation to the Platform and supersede all prior agreements, representations, and understandings.

Variation: No variation of this Agreement shall be binding unless agreed in writing or else undertaken in accordance with Clause 13 above, and signed by a duly authorised representative of Savannah.

Waiver: A failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.

Severability: If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the other party’s prior written consent, except that Savannah may assign its rights to any successor entity in connection with a merger, acquisition, or sale of substantially all of its assets upon written notice.

Third Party Rights: This Agreement does not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999, unless expressly stated otherwise.

Force Majeure: Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, provided the affected party notifies the other as soon as reasonably practicable and uses reasonable endeavours to mitigate the effect.

Notices: Notices under this Agreement shall be in writing and delivered by email (with read receipt or other confirmation) or first-class post to the address specified in the relevant account or Order. Notices shall be deemed received on the next business day following transmission by email, or two business days following posting.

Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute arising out of or in connection with this Agreement.