Haystack

Terms & Conditions

Haystack App Ltd

The Haystack brand, website and application are owned and operated by Haystack App Limited.

1. Applicability of these terms

These terms and conditions (Terms) cover your use of our website www.haystackapp.io, our web application and our mobile application, hereafter referred to collectively as the Services. Please read these Terms carefully before using the Services as they provide important details on who we are, how we make changes, how we provide the Services to you and what to do in the event of issues.

2. Who we are and how to get in touch

The Services are operated by Haystack App Limited (Haystack), a company registered in England and Wales with company number 12150812 and whose registered office is at 11 Lansdowne Terrace, Newcastle upon Tyne, England, NE3 1HN.

You can contact us using the above postal address or by email via hello@haystackapp.io

3. Your acceptance of these terms

By using the Services, you confirm that you accept these Terms. If you do not agree to these Terms, you should not use the Services.

Our Privacy and Cookies Policy www.haystackapp.io/privacy-policy also applies when you use the Services. Please read this Policy carefully, as it provides details about how your personal information will be processed and your data-related rights.

4. Changes to these terms

We reserve the right to change these Terms at any time by notifying you through our website that we have done so. You will be deemed to have accepted the change(s) unless you notify us in writing, and discontinue your use of the Services, within seven (7) days of the change(s) being made.

5. Who can use the Services

You can use the Services if you have received access in one of the following categories:

  • Hiring User; a user who accesses the Services for the purposes of conducting recruitment activities on behalf of an employer; or
  • Techie User; a user who accesses the Services for the purposes of finding and applying for employment opportunities.

As applicable, and subject to these Terms, we hereby grant to you a worldwide, non-exclusive licence for such use, without the right to grant sub-licences.

If you use the Services as a Hiring User then by doing so you bind both:

  • Yourself; and
  • The employer company or other legal entity on behalf of whom you are conducting, or will conduct, recruitment activities,

to these Terms, and in these circumstances references to "you" in these Terms are to both the individual user and the relevant employer company or other legal entity.

You acknowledge that we are an intermediary service provider and we are not therefore bound by any contract or agreement that may arise from time to time between employers and Techie Users.

The Services are not intended to be used by those who are under eighteen (18) years of age; if you are eighteen (18) or under you should not use the Services.

6. Hiring user specifics

As a Hiring User, you agree to keep all information obtained from Techie Users through use of the Services private and confidential. You also agree not to divulge the names, identities or personal details of any Techie Users listed on the Services at any time outside of your organisation, to take suitable physical, technical and administrative measures to safeguard content you obtain through use of the Services from loss, misuse, unauthorised access, disclosure, alteration or destruction and you also agree not to post, publicly release or distribute any job offers which you become aware of through the Services.

We do not warrant that Hiring Users will receive any applications or enquiries in relation to job listings, nor do we warrant that the Services will hold information regarding Techie Users that are suitably qualified for the roles Hiring Users seek to fill.

For the avoidance of doubt, you acknowledge that any job listings you upload to the Services shall constitute User Content for the purposes of sections 15 and 17.

7. Techie user specifics

Techie Users who register with our Services will have access to features which we will determine in our sole discretion. These features may include:

  • Facilities to upload a CV and/or profile, to enable Hiring Users to search for, or to be matched with, the CV and/or profile, to assess whether the Techie User may be suitable for a role and to engage with the Techie User where appropriate;
  • A facility to enable Techie Users to browse employment opportunities; and
  • Such other features as we may make available via the Services from time to time.

For the avoidance of doubt, you acknowledge that any CV and/or profile you upload to the Services shall constitute User Content for the purposes of sections 15 and 17.

8. Availability and access

We shall use reasonable endeavours to make the Services available at all times. However, there may be occasions when access to the Services may be interrupted, including for scheduled upgrades or maintenance. We shall use reasonable endeavours to notify users of any scheduled upgrades or maintenance, and to schedule such upgrades or maintenance outside of typical business hours. You agree that we have no liability to you for such interruptions.

Following registration, you will be provided with an account. Your login information is confidential and you should not allow anyone else to use your login details. If you suspect that another person has access to your login details, please get in touch with us as quickly as possible. We may disable your login information if we reasonably suspect that it is being used by another person. You are wholly responsible for any activity on our Services arising out of any failure to keep your login details confidential, and may be held liable for any losses arising out of such a failure.

9. Subscriptions, fees, replacements and payment

The provisions in this section apply to Hiring Users only.

Haystack offers two commercial models: (1) a subscription-based model (Haystack Pro), or (2) a pay-per-hire model.

Subscription Model (Haystack Pro)

If you choose to access the Services via subscription, you agree to pay a Subscription Fee based on your forecasted hiring needs, scope of access, and agreed contract duration. Subscription Fees are invoiced in advance at the start of each agreed term.

Subscription terms are flexible and will be specified in writing as part of your agreement with us. Unless otherwise agreed, your subscription will automatically renew for the same term unless either party gives written notice of cancellation at least thirty (30) days before the end of the current term.

We reserve the right to review and reasonably adjust Subscription Fees prior to renewal. Any adjustments will be communicated with no less than sixty (60) days' notice.

Pay Per Hire Model

If you choose to use the Services on a pay-per-hire basis, a Recruitment Fee will be payable for each candidate you hire via the platform. The Recruitment Fee amount and structure will be agreed in writing prior to any engagement.

Recruitment Fees will be invoiced promptly following written confirmation of a candidate's offer acceptance. You agree to provide all necessary information to enable accurate fee calculation.

Replacements

If a candidate leaves or is terminated (excluding redundancy) within twelve (12) weeks of their start date, and the Recruitment Fee was paid in full and on time, you may be eligible for a one-time replacement at no additional cost.

Subsequent Hires

If you do not continue with either a subscription or pay-per-hire arrangement, but go on to hire a candidate introduced via Haystack within twelve (12) months of last access or introduction, you remain liable for the agreed Recruitment Fee.

You must notify us within 48 hours if you believe you were already aware of a candidate outside of Haystack prior to our introduction. Failure to do so will be taken as confirmation that Haystack facilitated the introduction.

General Payment Terms

All invoices are payable within fourteen (14) days of the invoice date. VAT will be added where applicable. Payments must be made to the bank account(s) we specify in writing.

If any invoice becomes overdue:

  • Interest will accrue daily at 2% per annum above the Bank of England base rate, both before and after judgment; and
  • We may suspend or withdraw Services until full payment is received.

10. Acceptable use

You must not use the Services:

  • In any way that is unlawful or fraudulent, or has any such purpose or effect;
  • To transmit any content, messaging or other material that is offensive, defamatory or otherwise objectionable;
  • To knowingly transmit any data, or send or upload any material, that contains worms, keystroke loggers, viruses, trojan horses, time-bombs, spyware, malware, adware or any other malicious programs or similar computer code designed to adversely affect the operation of any computer software or hardware, attempt to gain unauthorised access to the Services, the servers on which the Services are hosted or any database, server, or computer connected to the Services or to attack the Services via a distributed-denial-of-service-attack;
  • For the purpose of harming or attempting to harm others;
  • To transmit, knowingly send or receive, upload, download, use, re-use or otherwise make available any material which does not comply with our content standards set out in section 17 below;
  • To infringe intellectual property rights belonging to us or to any third-party;
  • To transmit, or procure the transmission of, spam, unauthorised advertising or promotional material or any other similar form of solicitation;
  • In a way that could disable, damage, unduly burden, impair or compromise our systems or security or interfere with other users;
  • To appropriate any information or data from the Services or our systems or attempt to decipher any transmissions to or from the servers running the Services; or
  • In any way that breaches any applicable regulation or law.

11. Cancellation and Suspension

We may:

  • Suspend your account;
  • Cancel your account; and/or
  • Edit your account details

at any time in our sole discretion without notice or explanation, providing that if we cancel any Services you have paid for and you have not breached these Terms, we will refund to you a pro-rated amount of your payment.

You may cancel your account:

  • If you are a Hiring User, by contacting your Customer Success Manager; or
  • If you are a Techie User, by using the settings made available via the Services.

In the event that you elect to cancel your account in accordance with this section 11, you will not be entitled to any refund.

12. Data Protection

Any personal data you provide to us will be handled in accordance with our Privacy and Cookies Policy which can be accessed via https://haystackapp.io/privacy-policy/

If you are a Hiring User, you additionally acknowledge that the provisions set out within our Data Processing Schedule, which is annexed to these Terms, shall govern the relationship between us for the purposes of applicable data protection legislation.

13. Integrity

The materials provided through the Services are provided on an 'as is' basis. Whilst we aim to provide you with accurate information through the Services, we are unable to guarantee, nor do we represent or warrant that the information and content made available through the Services is up to date, accurate, complete, or verified. We accept no liability if you or any person or organisation relies upon or uses the information and/or content published through the Services.

14. Intellectual property

Except as otherwise acknowledged in this section, we are the owner and licensee of all intellectual property in the Services, the technology used to provide the Services and any content offered through the Services.

When you use the Services, you must not:

  • Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used in connection with the Services, or any part thereof;
  • Alter, modify or otherwise tamper with the whole or any part of the Services, or permit the Services or any part thereof to be amalgamated with, or to become incorporated in, any other website(s), programs and/or materials; or
  • Provide or otherwise make available the Services in whole or in part (including object and source code), in any form to any person without prior written consent from us.

If you are a Techie User, you may view and download material from the Services for your personal use only and if you are a Hiring User, you may view and download material made available by us or other users for such purposes as are relevant for your user type. You must not otherwise copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit, disseminate in any form whatsoever or use the materials without our permission.

Any third-party registered or unregistered trade marks or service marks on our Services are the property of their respective owners and, unless stated otherwise in these Terms, we do not endorse and we are not affiliated with any of the holders of any such rights, nor can we grant any licence to exercise any such rights.

Subject to the express provisions of these Terms, all copyright and other intellectual property rights in the Services are reserved.

15. User content

The Services include information and content published by us together with information and content published by other users (User Content). If you upload any User Content, you agree to comply with the terms set out below.

When uploading User Content, you must not:

  • Plagiarise content belonging to another;
  • Post or upload any personal information about others, (including images), where such content is not intended to be made available publicly or to other users; or
  • Post or upload any User Content that is inappropriate or is otherwise in breach of these Terms, including the content standards set out below.

You are wholly responsible for any and all User Content posted by you to the Services (including any message you send through the Services).

Any content you upload to the Services will be considered non-proprietary. You retain all of your ownership rights of your content, but you grant us and other users of the Services a perpetual and non-exclusive licence to process, use, store and copy that content.

We may moderate User Content that is posted or uploaded to the Services. However, we accept no responsibility for any User Content and reserve the right to remove, redact, edit or expunge any User Content at any time.

We reserve the right to disclose your identity to any third-party if we reasonably believe their claim that any content posted or uploaded by you to the Services constitutes a violation of their intellectual property rights, or of their right to privacy. We will not be responsible, or liable to any third-party, for the content or accuracy of any content posted by you or any user of the Services.

If you have any concerns about User Content please notify us immediately via hello@haystackapp.io

16. User interactions

Where you interact with other users via the Services, those interactions are solely between you and the relevant user(s). Should any dispute arise between you, we will provide reasonable assistance to help you resolve the matter, but we will neither be liable to you, nor any other user.

We are under no obligation to oversee, monitor or moderate any interactive mechanism we provide through the Services, and we expressly exclude our liability for any loss or damage arising from the use of any interactive mechanism by a user in contravention of our content standards, whether the mechanism is moderated or not.

As aforementioned, and in accordance with our Privacy and Cookies Policy, the Services are targeted at persons over the age of eighteen (18). If we have reason to believe that we hold personal data of a person under that age in our databases, we will delete that personal data.

17. Content standards

These content standards apply to any and all User Content which you post, upload or otherwise provide to the Services, and to any interactive mechanisms associated with those Services.

Any User Content must:

  • Where opinions are stated, be genuinely held;
  • Where facts are stated, be accurate; and
  • Comply with the law applicable in England and Wales and in any country from which the User Content originated.

User Content must not:

  • Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism;
  • Be obscene, offensive, hateful or inflammatory;
  • Be defamatory or blasphemous;
  • Infringe intellectual property rights of, or belonging to, another person or entity;
  • Promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  • Be deceptive;
  • Breach any legal duty owed to a third-party, such as confidentiality and contractual obligations;
  • Be threatening, abusive or invade another's privacy;
  • Be likely to harass, alarm or embarrass any other person;
  • Advocate, promote, incite any party to commit, or assist any unlawful or criminal act including, for example purposes only, copyright infringement or computer misuse; or
  • Be in contempt of Court.

You must not submit to our Services any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

If you learn of any unlawful material or activity on our Services, or any material or activity that breaches these Terms, please let us know using the contact details shown at section 2 above.

18. Indemnity

You fully indemnify us, our employees, officers, directors and other representatives, against any and all claims, costs and expenses which we may incur as a result of your acts or omissions in respect of the Services including, without limitation, your use of the Services and any content and/or your breach of any of your obligations under these Terms including but not limited to any claims alleging that your use of content or use of the Services in breach of these Terms infringes the rights of, or has caused harm to, a third-party, or violates applicable law.

19. Limitation of liability

Nothing in these Terms will limit or exclude any liability:

  • For death or personal injury resulting from negligence;
  • For fraud or fraudulent misrepresentation;
  • In any way that is not permitted under applicable law; or
  • That may not be excluded under applicable law.

The limitations and exclusions of liability set out in this section 19 and elsewhere in these Terms govern all liabilities arising under these Terms or relating to the subject matter of these Terms, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms.

We can not guarantee, and we do not warrant, that the Services will operate without fault or be free of errors, viruses, harmful materials or uninterrupted. You are responsible for ensuring that your computer, systems and associated equipment are compatible with the Services.

We reserve the right to alter any or all of our Services at any time in our sole discretion without notice or explanation. Except where otherwise provided for in these Terms, you will not be entitled to any compensation or other payment upon the alteration of any of our Services.

With the exception of any legal responsibility that we can not exclude in law, we are not legally responsible for:

  • Business losses including, but not limited to any loss of profit, loss of business, business interruption or loss of business opportunity;
  • Losses that were not foreseeable to you and us when the contract was formed;
  • Losses arising from third-party use of the Services in contravention of these Terms;
  • Losses that were not caused by any breach on our part;
  • Losses arising out of any event or events beyond our reasonable control; or
  • Any special, indirect and/or consequential losses of any kind.

We will not be liable for any loss or damage caused by a virus, distributed denial of service attack or other malicious material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Services or to your downloading any content drawn from it or from any other service(s), website(s), platform(s) and application(s) linked to it.

To the maximum extent permitted by applicable law, we exclude all representations and warranties relating to the subject matter of these Terms, our Services and the use of our Services.

Our total aggregate liability to you under these Terms shall be limited:

  • In the event that you elect or elected not to take up a subscription at the conclusion of your trial period, to the value of any Recruitment Fee(s) paid or payable by you in the twelve (12) month period preceding the date on which the matter giving rise to liability took place; or
  • In the event that you elect or elected to take up a subscription at the conclusion of your trial period, to the value of any Subscription Fee paid or payable by you in respect of the twelve (12) month subscription period during which the matter giving rise to liability took place.

To the extent that our Services and the information on our Services are provided free of charge, we will not be liable for any loss or damage of any nature.

20. Linked sites

We make no representations whatsoever about other services, websites, platforms and applications. When you access any other service(s), website(s), platform(s) and application(s) through the Services you acknowledge that it is or they are independent of us and that we have no control over that or those service(s), website(s), platform(s) or application(s) and can accept no responsibility in relation to its or their content or availability, the service offered through it or them or the way you interact with it or them.

You must not use our Services to link to any website or web page consisting of or containing material that would, were it posted to our Services, breach the provisions of these Terms.

21. Notification

Any notification to you via email, post or notices or links on our Services shall constitute acceptable notification to you under these Terms.

22. Assignment

You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these Terms.

You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these Terms.

23. Third-party rights

This contract is between you and us. No other person shall have any rights to enforce any of its terms.

The exercise of our respective rights under these Terms is not subject to the consent of any third-party.

24. No Waiver

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

25. Severability

If a provision of these Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

If any unlawful and/or unenforceable provision of these Terms would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

26. Supplementary provisions

If you register as a Hiring User on our Services, we do not act in relation to you as an employment business for the purposes of the Conduct of Employment Agencies and Employment Businesses Regulations 2003. Details of our charges and payment details are set out in these Terms. We will have no authority to enter into contracts with Techie Users or otherwise to act on your behalf.

If you register as a Techie User for the purposes of finding and applying for employment opportunities through our Services, we do not act in relation to you as an employment business for the purposes of the Conduct of Employment Agencies and Employment Businesses Regulations 2003. We will provide the Services as described in these Terms. We will have no right to negotiate or enter into any contract on your behalf, nor will we be authorised to receive money on your behalf. No fees are payable by a Techie User in respect of the Services. The contract between us under these Terms may be terminated by you or us at any time upon immediate written notice, in accordance with section 11.

27. Law and Courts

These Terms, their subject matter and formation, are governed by English law. You, and we, agree that the courts of England shall have exclusive jurisdiction to hear any dispute arising out of or in connection with these Terms.

Data Processing Schedule

1. For the purposes of this Schedule:

"Customer" means the Hiring User together with the employer company or other legal entity on behalf of whom the Hiring User is conducting, or will conduct, recruitment activities via the Services;

"Data Protection Legislation" shall be defined as the Data Protection Act 2018, the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, Regulation (EU) 2016/679 (the EU GDPR), as applicable, and all other laws regulating the processing of personal data under these Terms;

"Data Subject", "Data Controller", "Data Processor", and "Personal Data Breach" shall have the meaning defined in the Data Protection Legislation; and

"Haystack" means Haystack App Limited acting in its capacity as the provider of Services under the Terms.

The Customer and Haystack shall each be referred to individually as a "Party" and together collectively as the "Parties".

2.

The Parties hereby agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This Schedule shall not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.

3. For the purposes of the Data Protection Legislation and for this Schedule:

3.1 The Customer is a Data Controller; and

3.2 Haystack is a Data Controller and a Data Processor.

4.

The type(s) of Personal Data, the scope, nature and purpose of the processing, and the duration of the processing are set out subsequently in this Schedule (Data Processing Information).

5.

To the extent that a Party acts as a Data Controller it shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of Personal Data for the purposes described in the Terms and this Schedule.

6. In its capacity as a Data Processor, Haystack shall, with respect to any Personal Data processed by it in relation to its performance of any of its obligations under the Terms:

6.1 Process the Personal Data only on the written instructions of the Customer unless Haystack is otherwise required to process such Personal Data by law. Haystack shall promptly notify the Customer of such processing unless prohibited from doing so by law.

6.2 Ensure that it has in place suitable technical and organisational measures to protect the Personal Data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures.

6.3 Ensure that any and all staff with access to the Personal Data are contractually obliged to keep that Personal Data confidential.

6.4 Only transfer Personal Data outside of the UK or European Union if the following conditions are satisfied:

6.4.1 The Customer and/or Haystack has/have provided suitable safeguards for the transfer of Personal Data;

6.4.2 Affected Data Subjects have enforceable rights and effective legal remedies;

6.4.3 Haystack complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all Personal Data so transferred; and

6.4.4 Haystack complies with all reasonable instructions given in advance by the Customer with respect to the processing of the Personal Data.

6.5 Assist the Customer at the Customer's cost, in responding to any and all requests from Data Subjects and in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner's Office). Haystack may charge the Customer at its standard time-based charging rates for any work performed by Haystack at the request of the Customer pursuant to this clause 6.5.

6.6 Allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of Haystack's processing of Personal Data with the Data Protection Legislation and this Schedule. Haystack may charge the Customer at its standard time-based charging rates for any work performed by Haystack at the request of the Customer pursuant to this clause 6.6, providing that no such charges shall be levied where the request to perform the work arises out of any breach by Haystack of this Schedule or any security breach affecting the systems of Haystack.

6.7 Notify the Customer without undue delay of a Personal Data Breach.

6.8 On the Customer's written instruction, delete (or otherwise dispose of) or return all Personal Data and any and all copies thereof to the Customer on cancellation of the Terms unless it is required to retain any of the Personal Data by law.

6.9 Make available to the Customer all information necessary to demonstrate the compliance of Haystack with its obligations under this Schedule and the Data Protection Legislation. Haystack may charge the Customer at its standard time-based charging rates for any work performed by Haystack at the request of the Customer pursuant to this clause 6.9.

6.10 Promptly inform the Customer if, in the opinion of Haystack, an instruction of the Customer relating to the processing of the Personal Data infringes the Data Protection Legislation.

7. Haystack may sub-contract any of its obligations to a sub-contractor with respect to the processing of Personal Data under this Schedule. In the event that Haystack appoints a sub-contractor, Haystack shall:

7.1 Enter into a written agreement with the sub-contractor, which shall impose upon the sub-contractor substantially similar obligations as are imposed upon Haystack by this Schedule and which shall permit Haystack to enforce those obligations; and

7.2 Ensure that the sub-contractor complies fully with its obligations under that agreement and the Data Protection Legislation.

8.

If any changes or prospective changes to the Data Protection Legislation result or will result in one or both Parties not complying with the Data Protection Legislation in relation to processing of Personal Data carried out under the Terms, then the Parties shall use their best endeavours promptly to agree such variations to this Schedule as may be necessary to remedy such non-compliance.

Data Processing Information

Categories of Data Subject

Categories of Data Subject whose Personal Data may be processed under the Terms from time to time may include:

  • Employees or other representatives of the Parties; and/or
  • Techie Users.

Types of Personal Data

Types of Personal Data which may be processed under the Terms from time to time may include:

  • Contact data; including names, email addresses, telephone numbers and/or social media account identifiers;
  • Account data; including account identifiers, names, email addresses, business names, account creation and modification dates, settings and marketing preferences;
  • Profile data; including names, addresses, telephone numbers, email addresses, profile pictures, gender, dates of birth, interests, values, tech stack, scale, location preferences, educational details and employment details;
  • Customer relationship data; including, names, business names, job titles, roles, contact details, classifications / categorisations within customer relationship management systems and information contained in or relating to communications;
  • Transaction data; including names, contact details and the transaction details;
  • Communication data; including communication content and metadata associated with communications; and
  • Usage data; including IP addresses, geographical locations, browser types and versions, operating systems, referral sources, lengths of visit, page views and website navigation paths, as well as information about the timings, frequencies and patterns of service use.

Purposes of Processing

Personal Data shall be processed for the purposes set out within the Terms, including but not limited to delivery of the Services.

Duration of Processing

Personal data shall be processed for the duration of the contract made between Haystack and the Customer under the Terms.