Last reviewed on: 6th December 2023
ONLINE TERMS & CONDITIONS FOR USE OF THE REFNOW PLATFORM (“AGREEMENT”)
By accepting this Agreement, a legally binding contract on the following terms and conditions will be created between RefNow and you. A ‘Customer’ to this Agreement can be either an Organisation or an Individual, and may be acting as either a Referee, Candidate or a Requester.
If you are accepting this Agreement on behalf of an Organisation you must be authorised to accept this Agreement on behalf of the Organisation.
By accepting this Agreement you are agreeing to electronically execute References and to receive electronically executed References.
Do not accept this Agreement or use (or attempt to use) the RefNow Platform if you do not agree with or understand the Agreement. Use of the RefNow Platform will constitute continued acceptance of this Agreement by you.
We are RefNow ("RefNow", "we", "us", "our"). Please see clause 17 below for details of the RefNow company you are contracting with.
This Agreement uses phrases which have specific meanings and which are set out in Annex 1.
2.1. RefNow grants to you a non-transferable, non-sub-licensable, royalty free, revocable, non-exclusive licence to use the RefNow Platform on the terms of this Agreement from the date on which you accept this Agreement.
2.2. You may not use the RefNow Platform if you are under 13, unless you are using it to ask your parent or guardian to create or execute a Reference on your behalf.
3.1. Creating and sending Reference Requests:
3.1.1 You hereby indemnify RefNow on demand for all losses, liabilities, costs (including professional costs), expenses, damages, interest and other sums suffered or incurred by or on behalf of RefNow in connection with any data entered, sent or uploaded (the “Content”) by you onto the RefNow Platform.
3.1.2. As a Requester you must not give false or misleading information to the Candidates or Referees to procure them to execute the Reference; either in the Reference Request or using the RefNow Platform.
3.1.3. We need certain rights to provide our services. In creating an account on the RefNow Platform you hereby grant to RefNow an irrevocable, non-exclusive, royalty-free, worldwide licence to receive, store and use Documents, Content, your business name, and your business logo for the purposes of providing the RefNow services to you. You warrant that you have the right to grant the above licence.
3.1.4. You are responsible for ensuring that the Candidate and Referee details you insert onto the RefNow Platform are correct. RefNow does not verify in any way that the Candidate or Referee details entered by you are correct and can take no responsibility if the Reference Request is sent to the incorrect recipient or fails to send.
3.2. Executing Reference Requests
3.2.1. Before a Reference Request is fully executed, the Requester will have the ability to archive the Reference Request. Once archived it will no longer be possible to execute this Reference Request using RefNow and the Candidates and/or Referees will no longer have any access to the archived Reference Request through the RefNow Platform.
3.2.2. No Candidate or Referee may attempt to impersonate any other person or attempt to execute a Reference Request with incorrect information. Either action is a material breach of this Agreement.
3.2.3. If you are a Candidate or Referee you should check that the Reference Request Email gives you the correct label and identifies you correctly. It is your responsibility to inform the Requester or Candidate if the details do not label or identify you correctly.
3.2.4. Once a Reference Request is executed by the Candidate or a Referee, or the Requester has indicated that it is otherwise completed or has executed it themselves, the RefNow Platform shall send by email to the Requestor and Candidate confirmation of the executed Reference Request.
3.3. Security
3.3.1. You must access the RefNow Platform using the Individual Account which has the right to use a Seat. You must ensure all usernames and passwords are kept safe and that passwords are non-obvious - RefNow is not responsible for any loss resulting from a failure to do this.
3.3.2. Either the Candidate or the Referee may forward the Reference Request to any email address for it to be read or executed. It is your responsibility to ensure the Reference Request is only sent to trusted recipients.
3.3.3. You are responsible for any loss or damage resulting from misuse of the RefNow Platform, or use of login details supplied to you by RefNow, by any Individual who is authorised with the necessary permissions to access the RefNow Platform or by any third party, either with or without your knowledge. You shall notify RefNow immediately if you notice or suspect any unauthorised use of your account, misuse of login details, or any other breach of security.
3.4. You may not use the RefNow Platform: (a) to improperly or illegally solicit for personal or financial detail; (b) to commit fraud or any illegal act; or (c) as part of a spam, phish, whaling, harassment or intimidation campaign.
3.5. No spiders, crawlers or other automated data collection devices are permitted to be used on the RefNow Platform, however RefNow grants to the operators of public search engines permission to use spiders to copy materials from the RefNow Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials.
3.6. We may collect and analyse (for internal use only) anonymised data about: (i) the options selected on preparation of Reference Requests by the Requestor; (ii) the actions taken by Candidates and Referees; (iii) information about logging into the RefNow Platform; (iv) the type of Reference Request; (v) the number of Referees; and (vi) the Candidate and Referees industry or job title.
3.7. If you are an Organisation:
3.7.1. you warrant and represent that the Individual who accepts this Agreement on your behalf is authorised by you to do so. You must procure that authorised Individuals use the RefNow Platform (and any information contained in it, including References) only in accordance with the terms of this Agreement.
4.1. Nothing in this Agreement or the RefNow Platform shall mean that RefNow is, or becomes, a party to any Reference.
4.2. Your local laws may require paper copies of executed References to be sent to the involved parties, or they may have other special requirements which impact on an executed Reference. It is not RefNow’s responsibility to inform you of these requirements.
5.1. In relation to your use of the RefNow Platform, either during the term of this agreement or at any time afterwards, you must:
5.1.1. only use it in compliance with all applicable laws;
5.1.2. use the RefNow Platform solely for proper and lawful business purposes and otherwise in accordance with this Agreement and applicable laws;
5.1.3. not modify, copy, adapt, translate or create derivative works based on any part of the RefNow Platform, or attempt to discover any source code or underlying ideas or algorithms or reverse engineer, decompile or disassemble any part of the RefNow Platform for any purpose;
5.1.4. not: (i) gain, or attempt to gain, unauthorised access to; or (ii) disrupt the integrity or performance of, the RefNow Platform;
5.1.5. not use the RefNow Platform to commit, or with the intention to commit, any unlawful, fraudulent, dishonest, threatening, invasive or improper behaviour;
5.1.6. not sub-license, assign, hold on trust or novate this Agreement to or on behalf of any person;
5.1.7. provide all cooperation and information reasonably required by RefNow in relation to the RefNow Platform, including all information reasonably required by RefNow to make the RefNow Platform available to you. You must ensure that such information is up-to-date and accurate in all material respects;
5.1.8. not provide a service which is the same as or similar to the RefNow Platform, or use any part of the RefNow Platform to build a competitive product or service or copy its features, technology or user interface; and
5.1.9. not act or omit to act in any way that results in damage to RefNow's business or reputation.
Candidate and Referee
6.1. There is no fee for executing any Reference Requests on the RefNow Platform.
Free Trial
6.2. We may allow you to sign up for a free trial as a Requester for limited use of the RefNow Platform for a limited time. If you abuse the trial or go over the limits then we reserve the right to bill you for all use of the RefNow Platform during the trial.
Requester
6.3. Fees shall be calculated in accordance with either the Pricing Schedule or the price we have agreed with you. If we have agreed a price with you then this takes precedence over the Pricing Schedule. If RefNow is charging you per Seat and you have agreed a maximum number of Seats, then it is your responsibility to ensure that you do not exceed the number of Seats. If you do exceed the number of Seats permitted then RefNow will charge you for each additional Seat in accordance with the Pricing Schedule or side agreement with you for the remainder of your subscription term.
6.4. RefNow reserves the right to impose reasonable size limits on Reference Documents (that may change from time to time) and to ask you to pay a fee per Document that exceeds the size limit. Please see the Pricing Schedule for more information.
6.5. All Fees are exclusive of any value added tax. You must settle any outstanding balances immediately before Credits will be added to your account, unless explicitly agreed that you can pay on invoice, which is within 14 days of the date of the invoice.
6.6. If you fail to make any payment due to RefNow under this Agreement by the due date then, without limiting RefNow's other remedies, we may charge interest on the overdue amount at 4% per annum above Barclays Bank's sterling base rate from time to time. Interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, including before and after judgment. You must pay the interest together with the overdue amount.
6.7. You must pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). RefNow may at any time, without limiting its other rights or remedies, set off any amount owed to it by you against any amount payable by RefNow to you.
6.8. RefNow may amend the Pricing Schedule at any time, on no less than 30 days' prior written notice to you. Notice will be given via the RefNow Platform or at the RefNow Website. If you object you may terminate this Agreement in accordance with your rights below. Continued use by you is taken as acceptance of the amended Pricing Schedule.
6.9. All Payments and Fees referred to herein shall not be refundable under any circumstances, including but not limited to the termination of this Agreement for whatever reason.
7.1. This Agreement will continue in force from the date on which you accept this Agreement until it is terminated or expires. If you have agreed a fixed or minimum term with us (for example an annual subscription), then at the end of the agreed period this Agreement will automatically roll on monthly unless either party has given 30 days’ termination notice prior to the next renewal date. If you have not agreed a fixed or minimum term with us, you may terminate this Agreement immediately at any time on 30 days’ written notice to RefNow.
Rights to suspend
7.2. RefNow reserves the right to:
7.2.1. suspend your use of the RefNow Platform if you fail to make any payment due to RefNow by the due date for payment. If RefNow agrees to resume your access to the RefNow Platform, then RefNow reserves the right to request advance payment from you;
7.2.2. suspend access to the RefNow Platform if RefNow discovers or suspects that your terms of use or privacy policy are unlawful or do not provide adequate protection to Individuals, or if you have breached your own terms of use or privacy policy with respect to Individuals or if you are being investigated, or are awaiting investigation, by the Information Commissioner's Office or any other regulatory or governmental body in any competent jurisdiction;
7.2.3. suspend your use of the RefNow Platform if you have materially breached this Agreement or if RefNow suspects that you have materially breached any term of this Agreement whilst it investigates that suspected breach, or if you break the fair usage policy and will not or cannot pay fees due; and
7.2.4. suspend your use of the RefNow Platform for any other reason if RefNow believes, in its absolute discretion, that there is reasonable cause to do so.
7.3. RefNow will take reasonable steps to notify you of any planned or actual suspension of the RefNow Platform but will not be in breach of this Agreement if it does not do so.
Rights to terminate this Agreement
7.4. We may terminate this Agreement at any time on 90 days' notice without cause and without liability.
7.5. Either party may terminate this Agreement with immediate effect on written notice to the other party if the other party commits a material breach of this Agreement.
7.6. RefNow may terminate this Agreement with immediate effect if you:
7.6.1. breach this Agreement;
7.6.2. suffer or incur any form of insolvency, bankruptcy or enter into an arrangement with your creditors;
7.6.3. fail to pay any amount due under this Agreement on the due date;
7.6.4. do not respond in a timely manner to a query from us or a Candidate or Referee concerning your use of the RefNow Platform; or
7.6.5. have provided incomplete or inaccurate information to RefNow during the account set-up process or fail to maintain such information on a timely basis.
7.7. RefNow may terminate this Agreement with immediate effect:
7.7.1. if you are or become a competitor of RefNow or the RefNow service, or you control any person or organisation which is a competitor of RefNow or the RefNow service. RefNow shall determine if you are a competitor in its sole discretion; and
7.7.2. if RefNow believes, in its absolute discretion, that your continued use of the RefNow Platform is causing harm to Individuals, other RefNow customers, our service to others or our reputation or goodwill.
7.8. Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
7.9. Any provision of this Agreement that is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect notwithstanding termination.
8.1. If this Agreement is terminated by either party for any reason:
8.1.1. all rights granted to you under this Agreement shall cease;
8.1.2. you shall stop using the RefNow Platform and we shall cease to have an obligation to store any executed or pending Reference Requests stored on the RefNow Platform or by RefNow;
8.1.3. you shall pay all outstanding amounts due to RefNow (with interest, if applicable), whether or not RefNow has submitted invoices relating to those amounts to you. The invoices shall be payable by you immediately on receipt; and
8.1.4. you shall permanently delete, destroy or return to RefNow (at RefNow's election) all copies of any RefNow software development kit or application programming interface and any Documentation or copies of Documentation in your possession or control and on request shall promptly provide a signed declaration from a director that this paragraph has been complied with.
9.1. "Intellectual property rights" means patents, rights to inventions, copyright and related rights, trademarks, logos and service marks, business names and domain names, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered and including all applications, renewals or extensions of 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.
9.2. You acknowledge that all intellectual property rights in or arising out of or in connection with the RefNow Platform and the Documentation shall be owned by RefNow, and you do not have any rights in or to the RefNow Platform or the Documentation, other than the limited licence granted to you under this Agreement.
9.3. You must not do and must procure that no person on your behalf does anything which could infringe the intellectual property rights of RefNow, including any of the intellectual property rights arising from or in connection with the RefNow Platform and/or the Documentation or otherwise pursuant to the terms of this Agreement. Any and all rights not expressly granted to you under this Agreement shall be reserved to RefNow.
9.4. You must not do and must procure that no person on your behalf does anything which could infringe the intellectual property rights of any third party arising from or in connection with your use of the RefNow Platform.
9.5. You grant to RefNow and its Affiliates a worldwide, non-exclusive, non-transferable, irrevocable licence to use such of your intellectual property rights solely as necessary in order to make available and administer the RefNow Platform in order that you, other Organisations and Individuals, and RefNow may use the RefNow Platform on the terms and subject to the conditions of this Agreement.
9.6. By entering into this Agreement, you agree that RefNow may use your company name, trading name, company contact details and logo(s): (a) within the RefNow Platform as necessary to provide the services to you; (b) on any communications with Customers who are parties to your References or Reference Requests; (c) on the RefNow Website to show the Organisations who use RefNow (including in a searchable database of Organisations); and (d) in presentations, conferences and promotional materials where we showcase Organisations who use RefNow. We will ask for your consent for uses beyond this. Our searchable database on our website may also list various other of your company details and contact information at our discretion. If you object to contact information being included in a searchable database you must notify us in writing within 14 days of acceptance of this Agreement.
Accuracy of References
10.1. RefNow will use its reasonable skill and care in verifying References from Individuals, but will have no liability to you, and hereby disclaims to the fullest extent possible under applicable laws all implied representations, warranties, conditions and terms in respect of the accuracy of any References; all References are used by you at your own risk.
10.2. RefNow gives no representation, warranty or undertaking in respect of the suitability of the References or any combination of them presented when executing Reference Requests for any purpose whatsoever, including any decisions made or processes (whether automated or otherwise) used by you to enter into, develop, progress, suspend, terminate, reduce or end any agreement, arrangement, relationship, licence or transaction or to provide any product, service, membership, access or other facility to any person whatsoever, all of which you undertake at your sole risk.
Availability and functionality of the RefNow Platform
10.3. RefNow will use all commercially reasonable endeavours to ensure that the RefNow Platform is generally accessible and usable by Customers. However, RefNow gives no guarantee as to the availability of the RefNow Platform or any component of the RefNow Platform, or in relation to the capacity, latency, responsiveness, accuracy or proper operation of the RefNow Platform. Please note that some older internet browsers may not be supported by RefNow. If RefNow becomes aware of any defect affecting the operation of the RefNow Platform, we will take reasonable steps to restore the proper operation of the RefNow Platform in all material respects as soon as reasonably practicable and within RefNow’s available resources, but RefNow gives no guarantees in relation to response times, fix times or otherwise.
10.4. Fees are only payable by you when purchasing credits to use the RefNow Platform. Accordingly, RefNow will not be liable to pay (or repay) to you any amount by way of compensation for any defect or unavailability of the RefNow Platform.
10.5. Executed References shall be stored by RefNow and will be accessible to you on the RefNow Platform, but we may create reasonable limits on your storage capacity. RefNow’s current intention is not to delete these References but RefNow reserves the right to change this policy in the future. You should export your executed References and any other Documents and should not solely rely on RefNow continuing to store References or Documents for you, even if we have agreed to. RefNow shall not be liable to you under contract, tort, negligence or statute if we intentionally delete your References or Documents (unless we have expressly agreed to store them for you), your References or Documents are lost or corrupted or we cannot access your References or Documents for any reason.
RefNow warrants to you that your use of and access to the RefNow Platform shall not infringe the intellectual property rights of any third party, provided your use of the RefNow Platform is strictly in accordance with this Agreement. If the use of any intellectual property rights comprised in the RefNow Platform are determined by a court of competent jurisdiction to infringe the intellectual property rights (as defined above) of any third party, RefNow's sole liability to you will be to do any of the following at RefNow's discretion: (a) securing a licence or other right to continue use of the relevant third party intellectual property right as part of the RefNow Platform; (b) replacing the relevant part of the RefNow Platform; and (c) suspending or terminating provision of the relevant part (or, if necessary, the whole) of the RefNow Platform.
12.1. Except as expressly stated in this Agreement, RefNow provides the RefNow Platform and the RefNow service “as is” and all representations, warranties, undertakings, conditions and other terms which might otherwise be implied into this Agreement are hereby excluded to the fullest extent permitted by law. RefNow gives no representation, warranty or undertaking in respect of the RefNow Platform or the RefNow service or otherwise in connection with this Agreement except as expressly set out in this Agreement.
12.2. Nothing in this Agreement limits or excludes the liability of either party for: (a) death or personal injury resulting from its negligence; (b) fraud or fraudulent misrepresentations; (c) any loss that may not be limited or excluded under applicable law; or (d) under an indemnity given in this Agreement.
12.3. Subject to clause 12.2, RefNow shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for any:
(a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss or damage to goodwill; and (g) any indirect, consequential or incidental loss.
12.4. Subject to clause 12.2, the maximum aggregate liability of RefNow to you or any of your Affiliates, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise shall be capped at the higher of: (i) a sum equal to 110% of the Fees you have actually paid to us in the prior 12 months to the breach; and (ii) £500.
12.5. The parties both agree that the above limitations and exclusions of liability reflects the commercially agreed allocation of risk between the parties for the RefNow Platform, taking into account the Fees, and that the above limitations and exclusions of liability are reasonable and proportionate.
12.6. You indemnify on demand RefNow, our directors, our employees and our contracting parties against any and all losses, liabilities, costs (including professional costs), expenses, damages, interest and other sums suffered or incurred by or on behalf of RefNow arising directly or indirectly from: (a) any use of the RefNow Platform or the RefNow service; (b) any breach of this Agreement by you; and (c) any infringement of third party intellectual property rights in the References you upload.
13.1. The terms ‘data controller’, ‘personal data’, ‘data subjects’ and ‘data processor’ have the meaning given in the Privacy Laws.
13.2. For the purposes of Privacy Laws, RefNow will act as a data processor on behalf of the Requester in hosting personal data to provide the service and the Requester will act as the data controller. Likely data subjects are individual Candidates and Referees and the likely personal data is name, job title, telephone number and email address.
13.3. The Requester is a data controller of the Candidate and Referee personal data and shall comply with the Privacy Laws and all applicable marketing laws and regulations applying to any personal data exchanged using the RefNow Platform, and shall have established privacy policies and processes or principles to make sure that it remains at all times in compliance with such laws and regulations.
13.4. The Requester will make sure that it provides appropriate notice to individuals regarding the collection and use of personal data obtained through using the RefNow Platform, in line with Privacy Laws and applicable regulatory guidance (as the same may be updated or replaced from time to time).
13.5. The Requester confirms that the personal data requested from Candidates and Referees through the RefNow Platform is adequate, relevant and not excessive in relation to the purposes.
13.6. RefNow will comply with the data protection requirements in Annex 2. You give permission for RefNow to appoint sub-processors. RefNow shall, on request, provide information to you of who the current sub-processors are. Your right to object to sub-processors is only on reasonable data protection grounds.
RefNow shall not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement where such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to failure of the internet, power outages, failure of third party networks, industrial actions (but not industry action affecting RefNow staff), war, civil unrest and terrorist activity.
15.1. Each party shall, for the duration of this Agreement and thereafter, keep confidential all information of a confidential nature (including pricing, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates. Neither party shall use the other party’s confidential information for its own purposes (other than implementation of this Agreement) nor, without the prior written consent of the other, disclose it to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority). The foregoing obligations shall not apply (or shall cease to apply) if that information: (a) is public knowledge or already known to such party at the time of disclosure; or (b) subsequently becomes public knowledge other than by breach of this licence; or (c) subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
15.2. No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as otherwise permitted in this Agreement or as required by a binding order from any governmental or regulatory authority (including, without limitation, any relevant securities exchange) which has the authority to force disclosure, any court or other authority of competent jurisdiction, providing that the disclosing party is given a reasonable time to dispute the order if possible.
16.1. Waiver: No failure or delay by a party to exercise in whole or part any right or remedy provided under this Agreement or by law shall constitute a waiver.
16.2. Entire agreement: This Agreement contains the whole agreement between the parties relating to the use of the RefNow Platform by you to the exclusion of any other agreement or arrangement. Neither party has relied on any prior agreement, document or representation (including innocent and negligent misrepresentations) in entering into this Agreement. Nothing in this clause shall operate to exclude or limit a party’s liability for fraud or fraudulent misrepresentation.
16.3. The parties agree that the provisions of Regulation 9 of the Electronic Commerce (EC Directive) Regulations 2002 shall not apply to the Agreement.
16.4. Conflict of terms: If there is any conflict between this Agreement and the RefNow Website Terms of Use, the terms of this Agreement shall prevail.
16.5. Severance: If any term 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 section shall not affect the validity and enforceability of the rest of the Agreement.
16.6. Third parties: Except for RefNow's Affiliates, which may enforce the terms of this Agreement, a person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of the Agreement.
16.7. Amendment of this Agreement: If we do make any changes, we will tell you and direct you to the revised terms and conditions the next time you log into the RefNow Platform for you to accept. If you do not understand or agree with the revised terms and conditions, you should stop using RefNow and close your account. We will always post the most current version of the terms and conditions on our website.
16.8. References in this Agreement: If we refer to a statute or statutory provision, this reference includes amendments or re-enactments of that legislation, and any subordinate legislation.
16.9. Any phrase introduced by the terms including, include, in particular shall be illustrative and shall not limit the sense of the words preceding those terms.
17.1. In addition to other notice methods in certain clauses above, we can provide valid notice to you under this Agreement to the email address used to register your Organisation.
17.2. You are contracting with RefNow Ltd, a company registered in England and Wales whose company registration number is 12118557 and whose registered office is at 71-75 Shelton Street, London, United Kingdom, WC2H 9JQ;
17.3. You can contact us by writing to us at: hello@refnow.co.uk or at our United Kingdom registered office address;
17.4. This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by, and construed in accordance with the laws of England; and
17.5. If we are bringing court action against you then the courts of England and Wales shall have non-exclusive jurisdiction and if you are bringing court action against us then the courts of England and Wales shall have exclusive jurisdiction, in each case to settle any dispute or claim that arises out of or in connection with this Agreement or your use of the RefNow Platform.
Definitions
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement from time to time.
Candidate means the Customer who is a party to a Reference Request and is asked to execute the Reference Request by a Requester.
Content has the meaning given in clause 3.1.1.
Credit(s) can be used to send a single Reference Request using the RefNow Platform. A Credit allows a Reference Request to be sent to a single Candidate.
Customer means a user of the RefNow service, being either a Requester, Referee or a Candidate, and includes you. A Customer may be either an Organisation or an individual.
Document means a file uploaded by one or more Customers using the RefNow Platform.
Documentation means any document and guidance (whether in electronic or hard copy) issued by or on behalf of RefNow to assist you in using the RefNow Platform.
Fees means the charges payable by you for use of the RefNow Platform.
Individual means a person with an Individual RefNow Account.
Organisation means an organisation (which may include you), which is operating as a legal entity and is not an individual.
Pricing Schedule means the pricing schedule which can be found at www.refnow.co (as updated from time to time), which sets out the Fees payable by you, or as expressly agreed in writing between us.
Privacy Laws mean the Data Protection Act 2018 and the General Data Protection Regulation 2016.
Referee means the Customer who is a party to a Reference Request and is asked to execute the Reference Request by a Candidate or the Requester.
Reference means information about a Candidate, collected (or pending collection) from a Customer in relation to a professional or personal relationship. This includes files uploaded to the RefNow Platform by a Customer in relation to Reference Requests.
Reference Request means a Reference to be executed (or already executed) by one or more Customers using the RefNow Platform.
Reference Request Email means an email sent to a Customer containing summary information and a link to execute a Reference Request using the RefNow Platform.
Requester means the Customer who has created a Reference Request on the RefNow Platform, either directly or via the use of an API, to send the Reference Request to a Candidate and one or more Referees or for execution, and may execute the Reference Request themself.
Seat means each of your Individual users of the RefNow Platform who acts as a Requester.
RefNow Platform means the online platform or API through which the RefNow service is accessible and which for the purposes of this Agreement includes the RefNow system used for performing electronic reference workflow services.
RefNow Website means www.refnow.co.
RefNow Privacy Policy means RefNow's privacy policy which can be found at www.refnow.co/privacy.
RefNow Website Terms of Use means RefNow's website terms of use which can be found at www.refnow.co/terms.
RefNow shall, when acting as a data processor for the Requester, do the following:
a. only use the personal data for the legitimate purposes of performing its obligations under this Agreement and for no other purposes unless instructed to do so by the Requester;
b. act only on instructions from the Requester given from time to time in relation to the personal data;
c. comply with all the relevant requirements of the Privacy Laws;
d. ensure that appropriate technical and organisational security measures are in place against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data in accordance with the Privacy Laws;
e. take reasonable steps to ensure the reliability of any of its employees, agents and contractors who have access to the personal data;
f. only transfer personal data outside of the European Economic Area in compliance with the Privacy Laws;
g. reasonably demonstrate compliance with this Annex 2 on request by the Requester; and
h. inform the Requester promptly on becoming aware of a breach of security in relation to personal data.
RefNow shall use its reasonable endeavours to assist the Requester (to the extent the Requester reasonably requires it) demonstrate its compliance with its obligations under Privacy Laws (in connection to this Agreement) relating to:
a. security;
b. breach notifications;
c. data protection impact assessments; and
d. prior consultation.