Standard Professional Service Terms

Standard Professional Services Terms

You agree to be bound to the conditions below that will apply to the relevant professional services that you are acquiring from JobAdder.

Section 1 - Onboarding packages

Section 2 - Standard Data Migration

Section 3 - Express Data Migration

Section 4 - General Terms (apply to all of the standard professional services referred to above)

Section 1: Onboarding Packages - Terms

1. For “Plus” and “Essentials” onboarding packages, your onboarding package includes a review call with an Implementation Consultant as part of the onboarding process. If you have not purchased a data migration, you must book your review call, within 4 weeks of the Contract Start Date. Should you fail to do so, you forfeit your right to a review call, and any additional onboarding calls, with our specialist Implementation Consultants that are generally included as part of your setup package.

2. For “Custom” onboarding packages, your onboarding package includes calls with a JobAdder Implementation Consultant. All calls offered as part of your package must all be conducted within 6 months of the Contract Start Date. Any calls which remain unused at 6 months will be forfeited and you will not be refunded for any forfeited calls.

3. During your onboarding call, you must provide a project lead from your business who is responsible for managing account setup for your business. We will set up your account inline with the scope that is agreed in our first call or email with your project lead. It is your project lead's responsibility to ensure that scope is accurate and covers your essential workflows and requirements.

4. You will be charged the Subscription Fees commencing from the Subscription Start Date, even if You do not complete your onboarding package, JobAdder will not amend the Subscription Start Date if Customer fails to book or complete their onboarding package.

5. The onboarding services to be provided by JobAdder are as set out in the description of the Order Form for that package. If You identify additional requirements during the onboarding process, then JobAdder may, at its discretion do any of the following:

a. invoice you an additional amount for the additional setup work to be provided; or

b. refuse to undertake work beyond the original scope set out in description of that package on the Order Form.

Section 2 - Standard Data Migration - Terms

The following terms apply if you have purchased to a standard data migration into the Service:

1. Supply of information to JobAdder - Within 30 days of the Contract Start Date, You must provide JobAdder with:

a. A copy of Your existing database that is to be migrated into the test environment in a “zip” encrypted file. You should also maintain a copy of this data for the duration of the migration.

a. A “project lead” from Your business who is responsible for leading the migration on behalf of Your business; and

b. a full list of active users to be migrated from Your existing database and into the Service.

2. Project timeline - Following your scoping call, JobAdder will provide you with a project plan and a forecasted completion date for the data migration.

3. Delays to data migration - JobAdder’s ability to meet the key milestones set out in the project plan referred to in clause 2 above, is contingent on you meeting all of the timeframes agreed with your JobAdder consultant. Failure to provide information within the specified time periods will affect Your place in JobAdder’s data migration queue, potentially significantly, and will result in delays to completion of the data migration. You will be required to commence paying your Subscription Fees from the Subscription Start Date, whether your migration has been completed or not.

4. Project lead - Your project lead will be JobAdder’s primary point of contact in respect of the migration. JobAdder will direct all of its queries and feedback regarding the migration to your project lead and will only act on instruction of your project lead in respect of the migration. Changes to your project lead mid-project may result in delays to your data migration.

5. Standard JobAdder fields - We will migrate your legacy data into standard JobAdder fields. Custom fields are standalone fields and do not connect to any JobAdder functionality, triggers, lookups or links to other records beyond the record it was created for. If your legacy data doesn’t come within the standard JobAdder fields, you may require custom fields. JobAdder will map up to 10 custom fields per record type as part of your data migration. You will be charged for additional custom fields, per record, that exceed this limit. Any new custom fields that do not require data mapping from your legacy system can be added by you without charge during the migration project and following the Subscription Start Date.

6. Skills coding - Skills coding will be imported based on the structure of your legacy database. For example, JobAdder will not remap a 2-level skills code structure to the 3-level skill code structure available in JobAdder.

7. Limitations in migration -You may experience some limitations in using legacy data with certain JobAdder features and functionality. For example, data cannot be migrated into JobAdders “Tasks” and “Opportunities” features and certain analytics and reporting functionality will not populate legacy data that is migrated into JobAdder.

8. Third party integrations - JobAdder may provide high level guidance on third party integrations available in the Service. You remain responsible for the setup of all third party integrations and how data is transferred to and from those third-party services.

9. User acceptance testing - Following the migration of your data into the test environment, JobAdder will provide You with an issue log and facilitate a “testing session” where you will conduct user acceptance testing within the test environment. Your project lead must notify any migration errors to your JobAdder consultant by the deadline set by your consultant .

a. If no errors are notified to your JobAdder consultant by the specified deadline you will be deemed to have signed-off on your user acceptance testing and the user acceptance testing phase of the migration will be deemed complete.

b. If your project lead does notify errors to your JobAdder consultant within the user acceptance phase, JobAdder will work to rectify all notified errors and facilitate a second guided “testing session” to ensure that the notified errors have been resolved. After this second round of testing, You will be deemed to have signed-off on your user acceptance testing and the user acceptance testing phase of the migration will be deemed complete.The expected completion date for your data migration may change, depending on the nature and complexity of issues raised.

10. Second backup - Following user acceptance testing sign-off, you must provide JobAdder with a final and complete backup of your data within the timeframe specified by your JobAdder consultant. This backup will be uploaded into JobAdder’s production environment. Once this backup is uploaded into JobAdder’s production environment, your data migration is complete (Migration Completion Date).

11. Transition to the Service - There may be a brief period of downtime between the disconnection of your legacy system and the transition to your new JobAdder account. The timing and duration of any downtime will be agreed between you and your JobAdder Consultant as part of your data migration plan.

12. Errors post transition - Following the Migration Completion Date, You have a two week grace period in which to raise any errors with the migration as scoped directly with Your JobAdder consultant (four weeks, where a payroll integration is included as part of the migration). This grace period is only available to correct errors with the migration as scoped, not to raise new requests. Any new requests that you make during this period, and any issues You raise with JobAdder regarding Your data in the Service after this grace period, will be considered a change request. JobAdder will decide at its discretion whether to undertake the change request work, and the timing for completion of a change request. If JobAdder agrees to undertake the change request work, You will be charged a fee for the additional work.

13. Subcontracting - JobAdder may subcontract Your data migration to a third party, where you have provided Your written consent to JobAdder doing so.

14. Exports of data from Your JobAdder account - You may make a written request for Your data to be migrated from one JobAdder account to another, duplicated, or otherwise exported from Your JobAdder account. If You make such a request, prior to commencing the migration, JobAdder will advise you of: any fees associated with the migration or export; the proposed timing of the migration or export; and any necessary approvals that JobAdder requires to undertake the migration or export.

15. Limitations with Data Migrations - There may be situations where functionality or fields that are in Your legacy system don’t exist in JobAdder, which may impact how Your data is imported and displayed in JobAdder. We use reasonable endeavours to mitigate these issues but cannot guarantee that they will all be addressed. JobAdder does not warrant that Your migrated data will be displayed in the same formats or fields as it is displayed in Your legacy system.

16. Data Transfer for US and Canadian customers - If you are based in the US or Canada, in order to migrate your backup data into the Service, we will need to transfer the data from the US to UK servers. One of our data analysts in the UK will then migrate that backup data into JobAdder’s US or Canadian AWS production instance (depending on your location). Once you are live on the Service, your Data will be stored and processed only in the US/Canada. You agree to the international transfer of your backup out of your region for the purposes of migrating it into the Service. Data stored on the UK migration server will be deleted 6 months after the Migration Completion Date.

17. Liability - You agree that it is Your responsibility to maintain a complete backup of the data that You are migrating into the Service at all times. You indemnify JobAdder against:

a. Any claims that arise in connection with the loss or destruction of data in the course of providing the migration service; and

b. any third party claims which arise in respect of data that has been uploaded into the Service in breach of applicable privacy or intellectual property laws.

JobAdder is not liable to You for any indirect or consequential loss of any kind arising in connection with the migration of Your data into the Service, including loss or corruption of information or data; any loss of profits; any loss of sales; any loss of contracts or any loss or damage of goodwill. JobAdder’s aggregate liability to You, or any third party, for any claim connected to the migration of Your data to the Service, howsoever arising, is limited to (at JobAdder’s election): either the re-supply of the data migration service, or a refund of the fees paid by you for the data migration service.

18. Interpretation - Capitalised terms used in this Appendix that are not defined herein are as defined in the Terms of Use.

Section 3 - Express Data Migration - Terms

The following terms apply if you have purchased an express data migration into the Service:

1. Supply of information to JobAdder - Within 30 days of the Contract Start Date, You must provide JobAdder with:

a. A copy of Your existing database that is to be migrated into the test environment in a “zip” encrypted file;

b. A “project lead” from Your business who is responsible for leading the migration on behalf of Your business; and

c. a full list of active users to be migrated from Your existing database and into the Service.

2. Project timeline - Following receipt of the information set out in clause 1 above, JobAdder will provide you with a forecasted completion date for the data migration.

3. Delays to data migration - JobAdder’s ability to meet the forecasted completion date referred to in clause 2 above, is contingent on you meeting all of the timeframes agreed with your JobAdder consultant. Failure to provide information within the specified time periods will affect Your place in JobAdder’s data migration queue, potentially significantly, and will result in delays to completion of the data migration. You will be required to commence paying your Subscription Fees from the Subscription Start Date, whether your migration has been completed or not.

4. Project lead - Your project lead will be JobAdder’s primary point of contact in respect of the migration. JobAdder will direct all of its queries and feedback regarding the migration to your project lead and will only act on instruction of your project lead in respect of the migration. Changes to your project lead mid-project may result in delays to Your migration and forecasted completion date.

5. Standard fields - Only the standard fields from your legacy provider will be migrated to JobAdder. A comprehensive data mapping document containing details of exactly which fields are brought across and where they will appear in JobAdder. Is available upon request. We will migrate the standard fields from your legacy database into standard JobAdder fields. Where no standard JobAdder field exists, JobAdder will create a custom field to migrate that data to a custom field, up to a maximum of 10 custom fields. Custom fields are standalone fields and do not connect to any JobAdder functionality, triggers, lookups or links to other records beyond the record it was created for.

6. Skills coding - Skill codes will be migrated “as-is” from the source legacy system. JobAdder will not modify, add, or remove skills codes.

7. Limitations in migration -You may experience some limitations in using legacy data with certain JobAdder features and functionality. For example, data cannot be migrated into JobAdders “Tasks” and “Opportunities” features and certain analytics and reporting functionality will not populate legacy data that is migrated into JobAdder.

8. Project completion - JobAdder will import your backup into the Service once. Once this backup is uploaded into JobAdder’s production environment, your data migration is complete (Migration Completion Date).

9. Transition to the Service - There will be some downtime between when you receive your express backup from your legacy provider and your Migration Completion Date. The timing and duration will be agreed between you and your JobAdder Consultant as part of your data migration plan.

10. Errors post Migration Completion Date - Following the Migration Completion Date, You have a two week grace period in which to raise any errors with the migration directly with Your JobAdder consultant. This grace period is only available to correct errors with the migration itself, not to raise new requests. Any new requests that you make during this period, and any issues You raise with JobAdder regarding Your data in the Service after this grace period, will be considered a change request. JobAdder will decide at its discretion whether to undertake the change request work, and the timing for completion of a change request, at its absolute discretion. If JobAdder agrees to undertake the change request work, You will be charged a fee for the additional work.

11. Limitations with Data Migrations - There may be situations where functionality or fields that are in Your legacy system don’t exist in JobAdder, which may impact how Your data is imported and displayed in JobAdder. We use reasonable endeavours to mitigate these issues but cannot guarantee that they will all be addressed. JobAdder does not warrant that Your migrated data will be displayed in the same formats or fields as it is displayed in Your legacy system.

12. Data Transfer for US and Canadian customers - If you are based in the US or Canada, in order to migrate your backup data into the Service, we will need to transfer the data from the US to UK servers. One of our data analysts in the UK will then migrate that backup data into JobAdder’s US or Canadian AWS production instance (depending on your location). Once you are live on the Service, your Data will be stored and processed only in the US/Canada. You agree to the international transfer of your backup out of your region for the purposes of migrating it into the Service. Data stored in the UK migration server will be deleted 6 months after the Migration Completion Date.

13. Liability - You agree that it is Your responsibility to maintain a complete backup of the data that You are migrating into the Service at all times. You indemnify JobAdder against:

a. Any claims that arise in connection with the damage or destruction of data in the course of providing the migration service; and

b. any third party claims which arise in respect of data that has been uploaded into the Service in breach of applicable privacy or intellectual property laws.

JobAdder is not liable to You for any indirect or consequential loss of any kind arising in connection with the migration of Your data into the Service, including loss or corruption of information or data; any loss of profits; any loss of sales; any loss of contracts or any loss or damage of goodwill. JobAdder’s aggregate liability to You, or any third party, for any claim connected to the migration of Your data to the Service, howsoever arising, is limited to (at JobAdder’s election): either the re-supply of the data migration service, or a refund of the fees paid by you for the data migration service.

14. Interpretation - Capitalised terms used in this Appendix that are not defined herein are as defined in the Terms of Use.

Section 4 - General Terms that apply to all standard professional services

1. Applicability of Confidentiality Obligations - The provisions in Clause 6 of JobAdder’s Terms of Use shall apply to any Confidential Information viewed or accessed by JobAdder while providing the standard professional services. You must take all reasonable and appropriate measures to safeguard Your Confidential Information and only provide JobAdder personnel (including any subcontractors) with such limited access or use of Confidential Information as is necessary to perform the standard professional services. JobAdder shall have no liability for damages caused by Your failure to take reasonable and appropriate measures to safeguard your Confidential Information.

2. Intellectual Property Rights - JobAdder owns all intellectual property and other rights in all materials and information used or generated by JobAdder (including its authorised subcontractors) in the performance of Professional Services (“PS Materials”). PS Materials do not include Your Confidential Information or Data which, as between the parties, shall remain solely owned by You. JobAdder grants You a perpetual, non-exclusive, non-transferable, and non-sublicensable licence to use the PS Materials solely for Your internal business purposes.

3. JobAdder’s Terms of Use https://jobadder.com/terms-and-conditions/, Privacy Notice https://jobadder.com/privacy-policy/ and Data Processing Agreement https://jobadder.com/gdpr- Capitalied terms in these Standard Professional Services Terms are defined in those documents.