Terms & Conditions

Giganaut terms and conditions dated 24/10/2023

Definitions and Interpretation

The following definitions and rules of interpretation are applicable in relation to this Agreement which will apply to any Service provided and shall govern the relationship between the Agency named on the Subscription and Giganaut.

Affiliate means any company, corporation, partnership or other business organisation or entity which, directly or indirectly, controls, is controlled by, or is under common control with another company, corporation, partnership or entity;

Agreement means these terms and conditions, the schedule and the Subscription;

Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorised by law to be closed in England and Wales;

Confidential Information shall be as defined in clause 11;

Data Protection Laws means Directive 95/46/EC including as implemented by the Data Protection Act 2018, Regulation (EU) 2016/679 (GDPR), the UK GDPR, and any other laws relating to the processing of Personal Data under this Agreement including the Privacy and Electronic Communications (EC Directive) Regulation 2003 and all related regulations, guidance and codes of practice issued from time to time by a relevant data protection supervisory authority. The terms: “Processor” “Controller” “Data Subjects” and “Personal Data” shall have the same meanings as under the Data Protection Laws;

Force Majeure means any circumstances beyond a party's control including strikes or industrial disputes, acts of God, acts of government, refusal of licence, failures or outages of any utilities (including telecommunications and data communication equipment or services), denial of service attacks, fire, explosion, floods, cyclone, tsunami or other extreme weather events, aircraft unserviceability or unavailability, war, terrorism or civil disturbance, or impossibility of obtaining material and/or data;

Intellectual Property means all intellectual property rights including patents, trade secrets, trade marks, service marks, trade or business names, copyright and other rights in works of authorship (including rights in computer software), rights in logos and get up, inventions, ideas, algorithms, processes, specifications, moral rights, design rights, domain names, know-how, database rights and semi-conductor topography rights, software, source and object code and all intangible rights and privileges of a similar nature analogous or allied to any of the above in every case whether or not registered or unregistered, the right to sue for passing off or unfair competition and all rights or forms of protections of a similar or equivalent form in any relevant jurisdiction and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Giganaut means Giganaut Limited, 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF which is the supplier of the Services;

Agency means a recruitment agency providing permanent, temporary and contract recruitment services to their Clients

Agency Client means an entity that an Agency directly contracts with to provide recruitment services;

Agency Worker means a private individual who is sourced by an Agency and matched with the work requirements of Agency Clients;

Apps means the user interfaces, including but not limited to web, iOS and Android Apps, through which Users interact with the Platform;

Platform means the cloud-based software services developed by Giganaut to manage Work Assignments

Services shall mean the provision of the Platform, Apps, Website and associated services by Giganaut to Agency which allows them to manage their recruitment activities and optionally facilitates Agency’s interactions with Agency Clients and Agency Workers;

Website means www.giganaut.com 

Documentation means any user manuals and other documentation provided to Agency to facilitate the use of the Services. The Intellectual Property of which shall vest in Giganaut.

Start Date means the date the Agency first has access to the Services and as confirmed by Giganaut in a confirmation email;

Initial Term means the initial 12 month period from the Start Date as set out in clause 10.1;

Renewal Term shall be as defined in clause 10.1;

Term means the Initial Term plus any Renewal Term; 

Pricing Plan means the plan and pricing that the Agency signs up to for the Term as set out here;

Subscriber means any Agency who subscribes to use the Services;

Subscription Fees shall be as set out in the Pricing Plan;

Subscription means the Pricing Plan which the Agency signs up to via the completion of Giganaut’s online sign-up or offline order process. The Agency Subscription is accepted and confirmed by Giganaut in writing via a confirmation email;

Overage Fees means the Fees which Agency will be charged if it exceeds its Subscription usage limits as set out in its Pricing Plan.  

Professional Service Fees means the fees for our professional and ancillary services as set out in our rate card and as requested on an Order;

User means any one of the following user types for which Subscriber has permitted access to the Services:

• Agency User means someone using the Services on behalf of Agency
• Agency Billing Administrator means an Agency User with the legal authority to bind Agency to legal agreements
• Agency Worker User means someone invited by Agency to use the Services as an Agency Worker
• Agency Client User means someone invited by Agency to use the Services on behalf of an Agency Client
• Work Assignment means any permanent/temporary/contract work.

1.      Application of this Agreement

1.1.   This Agreement applies to and forms part of the contract between Giganaut and Agency. It supersedes any previously issued terms and conditions or agreements between the parties.

1.2.   No variation of this Agreement or to a Subscription or Order shall be binding unless expressly agreed in writing and executed by a duly authorised signatory (the Billing Administrator) on behalf of each of Giganaut and Agency respectively.

1.3.   Each online sign-up or order form received from Agency shall be an offer to purchase Services subject to this Agreement.

1.4.   Acceptance will take place by Giganaut once Giganaut sends a confirmation email to Agency.

1.5.   Marketing and other promotional material relating to the Services are illustrative only and do not form part of this Agreement.

2.     Licence and Services

2.1.   Giganaut provides the Services to allow Agency and Agency Users to manage their recruitment activities online by matching Agency Workers to Work Assignments for Agency Clients. Agency can also invite Agency Worker Users and/or Agency Client Users to access the Services through the Apps. 

2.2.   Giganaut is not a recruitment business but is a provider of a platform to enable Agency to provide recruitment services to Agency Workers and Agency Clients. When Agency Workers and Agency Clients make or accept a Work Assignment, they are entering into a contract directly with the Agency. Giganaut is not and does not become a party to any contractual relationship between Agency, Agency Workers and Agency Clients and is not acting as an agent for any party. 

2.3.   Giganaut grants Agency a limited, revocable, non-exclusive, non-transferable and non-sub-licensable licence to use the Services for the Term of this Agreement for the business purposes of the Agency.

2.4.   Agency shall limit use of the Apps by Agency Users to employees, contractors and agents.

2.5.   Agency shall limit use of the Apps to the number of permitted Users that are specified in the Pricing Plan they have subscribed to.

2.6.   All rights not expressly granted to Agency are reserved by Giganaut.  

3.     Professional Services

3.1.   Agency may request additional professional services from Giganaut and the Fees for such Services will be as set out in Giganaut’s rate card. Acceptance of such orders will take place by Giganaut once Giganaut sends a confirmation email to Agency.

4.     Fees

4.1. During the Term, the Fees are payable as follows:

4.1.1. The Subscription Fees shall be payable by Agency in advance, subject to receipt of a valid invoice from Giganaut.  

4.1.2. Any Overage Fees will be invoiced separately as set out by the schedule in the Pricing Plan and will be payable on the payment date as set out in that invoice.

4.1.3. Any Professional Services Fees will be invoiced separately and will be payable on the payment date as set out in that invoice.

4.2. All fees quoted in the Subscription are exclusive of sales taxes.

4.3. Agency shall pay all undisputed invoices relating to Professional Services within 30 days of receipt.  All payments must be made without demand, deduction, withholding, set-off or counterclaim.

4.4. If Agency disputes an invoice it must notify Giganaut within 10 Business Days of the date of receipt of the invoice.

4.5. Any undisputed amounts not paid when due will be subject to interest at a rate of 4% per annum above the Bank of England base rate, calculated on a daily basis.

4.6. Fees are fixed for the duration of the Initial Term. Giganaut reserves the right to change Fees at the end of the Initial Term or at the end of any subsequent Renewal Term by giving the Agency a minimum of 90 days notice.

4.7. Giganaut may offer Agency at its own sole discretion, certain non-transferrable benefits (such as discounts on Subscription Fees or a free trial period). The benefits may have an expiry date which will be notified to the Agency at the time of offer. If they do not have an expiry date, they will expire upon completion of 12 months from the date of offer.

5.     Warranties and Disclaimer

5.1. Agency represents and warrants (and, where applicable, will procure similar representations and warranties from any Users) that:

5.1.1. any content provided to Giganaut will not be defamatory, offensive or breach the intellectual property rights of any third party;

5.1.2. it will not share any login details or otherwise enable unlawful access to the Services by any other person;

5.1.3.   it will not data mine, scrape, crawl, aggregate, copy, extract or attempt to harvest the Platform for any purpose; 

5.1.4.   it will not decompile, disassemble, translate, replicate or otherwise reverse engineer any portion of the Services, including any source code, object code, algorithms, methods, processes or techniques used or embodied in them;

5.1.5.   it will not use the Services to provide any service to third parties other than their Agency Clients and Agency Workers;

5.1.6.   it will comply with any Documentation provided by Giganaut to Agency from time to time;

5.1.7.   it will not solicit any employees or contractors of Giganaut during the term of this Agreement or for a period of 12 months after it has terminated.

5.2. Giganaut represents and warrants that the Services will not infringe the Intellectual Property of any third party.

5.3. Each party warrants and represents to the other that:

5.3.1.   it will comply with all applicable laws including, but not limited to, the Data Protection Laws, in carrying out its obligations under this Agreement;

5.3.2. it has the full legal capacity, power and authority to enter into this Agreement;

5.3.3. this Agreement is legally binding on it and enforceable against it; and

5.3.4. its representatives are properly authorised to undertake the actions that they undertake.

5.4. Except as expressly warranted in this Agreement, and except to the extent prohibited by law, Giganaut disclaims all implied representations and warranties regarding the Services including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose. Giganaut makes no representation that the Services will be error-free, correct, accurate, complete, reliable, secure, current or up-to-date. 

5.5. Agency acknowledges that it has not relied on any representation made by Giganaut which has not been expressly stated in this Agreement (including any descriptions or specifications contained in any document made available by Giganaut outside of this Agreement).

6.     Security

6.1.   Agency shall ensure (and will procure that each User shall ensure) that it will not:

6.1.1. introduce any publicly known malware to the Services;

6.1.2. seek to circumvent or violate any data security measures employed by Giganaut;

6.1.3. attempt to test the vulnerability of the Services or otherwise attempt to breach Giganaut’s security processes; or

6.1.4.     share any login details to access the Services with third parties. 

7.     Indemnity

7.1.   Giganaut shall indemnify Agency and its Affiliates and each of their respective directors, officers, contractors, authorised representatives, agents and employees against any claim or loss resulting from Giganaut’s breach of clause 5.2.

7.2.   Agency shall indemnify Giganaut and hold Giganaut and its Affiliates and each of their respective directors, officers, contractors, authorised representatives, agents and employees against any claim or loss resulting from Agency’ breach of clause 5.1 and clause 6.

7.3. The obligations under the foregoing indemnities are subject to the condition that the indemnified party gives the indemnifying party prompt written notice of any claim or action for which indemnity is sought, gives the indemnifying party control of the defence and provides all reasonable co-operation to the indemnifying party.

8.     Limitation of Liability

8.1.   Notwithstanding any other clause in this Agreement but subject to clause 8.3, Giganaut’s maximum aggregate liability to the Agency and its Affiliates for any claim or loss arising directly or indirectly in connection with this Agreement shall be capped at the amount of License Fees actually paid to Giganaut by Agency in the 12 months preceding the date of the claim.

8.2.   Notwithstanding any other clause in this Agreement but subject to clause 8.3, neither party shall be liable to the other party or its Affiliates for any consequential, special, incidental, or indirect damages or loss of profits arising from or related to this Agreement, under any cause of action or theory of liability and irrespective of whether the party has been advised of the possibility of any such loss or damage.

8.3.   Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation, in connection with any indemnity, or any matter which cannot be limited or excluded by law.

9.     Upgrades/Downgrades

9.1.   Agency Billing Administrator may upgrade or downgrade between Pricing Plans. Agency understands that downgrading may cause loss of features or capacity of the Services as available to before downgrading a Subscription. Giganaut will not be liable for such loss. 

9.2.   When an Agency Billing Administrator upgrades to a more expensive Pricing Plan, the new Subscription Fees become immediately applicable. Upon upgrade, the extra Subscription Fees for the subsisting month would be charged on a pro-rated basis and shall be payable in accordance with clause 4. Subsequent months will be charged in full according to the new Subscription Fees 

9.3.   When an Agency downgrades to a less expensive Pricing Plan, no refunds or service credits will be given on Subscription Fees already paid by Agency to Giganaut and the new Subscription Fee will apply from the next payment date in accordance with clause 4.

10.  Term and termination

10.1. This Agreement shall continue for the Initial Term of 12 months and shall automatically renew for additional periods of 12 months (each a “Renewal Term”) unless either party provides the other with at least ninety (90) days’ written notice prior to the commencement of a Renewal Term (together the “Term”). 

10.2. This Agreement may be terminated by either party immediately on written notice to the other if:

10.2.1. the other party materially breaches any of its obligations under this Agreement (including non-payment of Fees) and such breach remains uncured for 30 days following receipt of written notice by the non-breaching party; or

10.2.2. the other party is insolvent or subject to a winding up petition.

10.3. Upon termination of this Agreement for any reason, the licence granted under this Agreement and Agency access to and use of the Services shall immediately cease. 

10.4. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.

10.5. Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

10.6. Upon termination under this clause 10, any Confidential Information shall be returned to the party that owns it.

11.  Suspension

11.1.   Giganaut may, in its sole discretion, suspend access to the Services without liability to Agency:

11.1.1. if Agency is in breach of this Agreement;

11.1.2. if an event of Force Majeure occurs; 

11.1.3. if it has any reasonable systems or security concerns; or

11.1.4. due to any scheduled or emergency maintenance, system updates or upgrades to the Services (but will endeavour to undertake any scheduled outages outside of working hours).

11.2.   Giganaut will give as much notice to Agency of any suspension as it considers reasonable in the circumstances.

12.  Confidentiality

The parties agree to treat all information that should reasonably be considered as confidential, including, without limitation, trade secrets, technology, information relating to business operations and strategies, and information relating to Agency, pricing and marketing (“Confidential Information”) in the strictest confidence.  Neither party shall disclose any Confidential Information unless they have received the prior written consent of the other party, it is required by law or an applicable regulator, or the information is already in the public domain.

13.  Intellectual Property

13.1.     Nothing in this Agreement assigns or transfers to the Agency any rights, title or interest (including any Intellectual Property Rights) in the Services.

13.2.     All Intellectual Property developed or created by Giganaut during the Term and arising out of the provision of the Services shall be owned by Giganaut.  

13.3.     If at any time all or any part of the Services becomes subject to any infringement claim, Giganaut may, at its own expense and option, elect to:

13.3.1. modify or replace any affected software so that it is non-infringing; or

13.3.2. obtain for Agency the right to continue using the Services.

13.4. If neither of the options at clause 13.3 are, in Giganaut’s opinion, commercially reasonable, Giganaut shall have the right to terminate this Agreement on written notice.

14.  Processing of Personal Data

14.1. For the purposes of processing Agency Personal Data (and any Agency Worker or Agency Client Personal Data) provided pursuant to the Agreement, the parties agree that the Agency is the Controller and Giganaut is the Processor. Both parties shall at all times comply with all Data Protection Laws in connection with the processing of all Personal Data. The Agency shall ensure all instructions given by it to Giganaut in respect of Personal Data (including the terms of the Agreement) shall at all times be in accordance with Data Protection Laws and the Agency warrants that it has all necessary permissions from Data Subjects for the provision of their Personal Data to Giganaut. Nothing in the Agreement relieves the Agency of any responsibilities or liabilities under any Data Protection Laws. Giganaut’s obligations in relation to processing Agency Worker and Agency Client Personal Data provided directly to it by the Agency Worker or Agency Client are set out in its Privacy Policy.

14.2. The Agency shall indemnify and keep indemnified Giganaut against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection regulator) arising out of or in connection with any breach by the Agency of its obligations under this clause 14.

14.3. Giganaut shall:

14.3.1.   only process (and shall ensure Giganaut personnel only process) the Personal Data in accordance with this clause 14 and the Agreement (including when making any transfer to which this clause relates), except to the extent: 

14.3.1.1. that alternative processing instructions are agreed between the parties in writing; or

14.3.1.2. otherwise required by applicable law (and shall inform the Agency of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and

14.3.2.   If Giganaut believes that any instruction received by it from the Agency is likely to infringe the Data Protection Laws it shall promptly inform the Agency and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.

14.4. Giganaut shall implement and maintain the technical and organisational measures set out in the Data Processing Schedule to protect the Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

14.5. Giganaut shall (at the Agency’s cost):

14.5.1. assist the Agency in ensuring compliance with the Agency’s obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to the Giganaut; and

14.5.2.   taking into account the nature of the processing, assist the Agency (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Agency’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Personal Data.

14.6. Giganaut shall not process and/or transfer, or otherwise directly or indirectly disclose, any Personal Data in or to any country or territory outside the United Kingdom and/or the EEA without the prior written authorisation of the Agency.

14.7. Giganaut shall at the Agency’s cost and expense refer to the Agency all requests it receives for exercising any Data Subjects’ rights under Chapter III of the GDPR which relate to any Personal Data. It shall be the Agency’s responsibility to reply to all such requests as required by applicable law.

14.8. At the end of the provision of the Services relating to the processing of Personal Data, at the Agency’s cost and the Agency’s option, Giganaut shall either return all of the Personal Data to the Agency or securely dispose of the Personal Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Giganaut to store such Personal Data. This clause 14 shall survive termination or expiry of the Agreement.

15.  Marketing Activities 

During the Term, Giganaut may refer to Agency in its marketing, promotional, and other communications, including issuing a press release and placing a copy of Agency's logo or other trademarks on Giganaut's website(s) to identify Agency as a client of Giganaut.

16.  Miscellaneous

16.1. Giganaut may modify these terms and conditions from time to time by posting an updated version on the Website.  Any material modifications will be sent by email 30 days before they take effect.

16.2. All notices shall be in writing and delivered by post or email to the address of the respective party on the Subscription.  Any notice delivered by post must also have a copy sent via email.

16.3. This Agreement, including the Subscription and any Order for Professional Services, constitutes the entire agreement between the parties about its subject matter. 

16.4. Neither party may assign this Agreement without the other party’s prior written consent (not to be unreasonably withheld) provided that assignments incidental to a sale of all or substantially all assets by either party shall not require any such consent and, in the case of Giganaut, assignment to an Affiliate shall not require any such consent.  Giganaut shall have the right to sub-contract any of its obligations under this Agreement provided that Giganaut remains solely liable to Agency for the provision of any such obligations in accordance with this Agreement.

16.5. If any clause is held by a court to be unenforceable, that clause shall be deleted from this Agreement.

16.6. A party’s delay to pursue remedies for a default does not amount to a waiver of any obligation of the other party.

16.7. Nothing in this Agreement will be taken as giving rise to a relationship of employment, agency, partnership or joint venture.  Each party to this Agreement is an independent contractor and neither party has any authority to bind the other.

16.8. This Agreement is governed by English law and is subject to the exclusive jurisdiction of the courts of England.