THE LEGAL BIT

By purchasing a Package, you agree to be bound by these terms of use, our privacy policy, any terms disclosed and agreed to by you if you purchase additional features, products or services we offer (collectively, this Agreement). If you do not accept and agree to be bound by all of the terms of this Agreement, please do not use the Services.

1. SUMMARY

   Free 7 Day Access all areas Plan Trial: Available when you sign up for any of our packages. Thereafter your month subscription automatically starts at its standard price unless cancelled; Gritty Lite Package: Available for an initial period of 3, 6 or 12 months. Thereafter, at your option, your month subscription will renew at its standard price; Access All Areas Package: Available for an initial period of 3, 6 or 12 months. Thereafter, at your option, your month subscription will renew at its standard price; Enterprise Package: Available on request and tailored to your needs; General: The Gritty Talent app is only available as a web application and is accessed via all major web browsers. Charges may apply for access via broadband, 3G, 4G, 5G and Wi-Fi. Access is for persons 18 and over in the United Kingdom. Ongoing monthly prices are subject to change. The terms of use below apply.

2. DEFINITIONS

   In this Agreement Customer Data means the data inputted by you, us, or Team Members on your behalf for the purpose of using the Services or facilitating your use of the Services; Data Protection Legislation: means the UK Data Protection Legislation and any other legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data; Package(s) means the package of Services purchased by you as listed on the Gritty Talent app; Services mean the subscription services provided by us to you under this Agreement via the Gritty Talent app or any other website notified to you by us from time to time; Software means the online software applications provided by us as part of the Services; Subscription Fee(s) means the subscription fees payable by you to us for the User Subscriptions as advertised with each Package from time-to-time; Subscription Term means the month subscription set out in the Package purchased by you, together with any subsequent renewal periods; Talent means the individuals who are listed on the Gritty Talent app; Team Member(s) means your employees, agents and independent contractors who are authorised by you to use the Services; User Subscriptions mean the user subscriptions purchased by you via a Package which entitle Team Members to access and use the Services in accordance with this Agreement; and we/us/our means Gritty Talent, a trading name of Gritty Talent Group Limited (CRN: 11747407), Runway East, 1 Victoria Street, Bristol, United Kingdom, BS1 6AA

3. ACCESS TO THE SERVICES

   3.1 Subject to you purchasing the Package(s) in accordance with this Agreement, the restrictions set out in this Clause 3 and the other terms and conditions of this Agreement, we hereby grant you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Team Members to use the Services during the Subscription Term solely for your internal business operations.

   3.2 In relation to Team Members, you undertake that (a) the maximum number of Team Members that you authorise to access and use the Services shall not exceed the number of User Subscriptions you have purchased from time to time; (b) you will not allow or suffer any User Subscription to be used by more than one individual Team Member unless it has been reassigned in its entirety to another individual Team Member, in which case the prior Team Member shall no longer have any right to access or use the Services; (c) each Team Member shall keep a secure password for his use of the Services and that each Team Member shall keep his password confidential; (d) you shall permit us to audit the Services in order to establish the name and password of each Team Member; (e) if any of the audits reveal that any password has been provided to any individual who is not a Team Member, then without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and (g) if any of the audits reveal that you have underpaid Subscription Fees to us, then without prejudice to our other rights, you shall immediately pay to us an amount equal to such underpayment.

   3.3 You shall not (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; (c) access all or any part of the Services in order to build a product or service which competes with the Services; (d) use the Services to provide services to third parties; (e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Team Members; or (f) attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this Agreement.

   3.4 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us. The rights provided under this Agreement are granted to you only and shall not be considered granted to any of your subsidiary or holding companies.

4. SERVICES AND CONTENT

   4.1 We shall, during the Subscription Term, provide the Services to you on and subject to the terms of this Agreement.

   4.2 You can only register up to three compatible devices when using the Services. You must ensure that your devices meet the minimum hardware, systems and software requirements, as set out on the Gritty Talent app. 

   4.3 We shall use reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned and unplanned maintenance. We do not warrant or represent that the your use of the Services will be uninterrupted or error-free.

   4.4 We may vary, replace or withdraw any service, feature or functionality or channel or content provided as part of a Services at any time. We provide the services on an ongoing basis, and we cannot foresee what may change in the future. This means we may make changes other than those set out in these Terms of Use. It won’t be practical for us to notify you in advance of all content changes and instead you should keep checking the Gritty Talent app for details of what’s available.

   4.5 You shall (a) comply with all applicable laws and regulations with respect of your use of the Services; and (b) ensure that the Team Members use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Team Member’s breach of this Agreement.

5. SAFETY AND SECURITY

   5.1 We are not responsible for the conduct of any Talent on or off of the Service. You are solely responsible for your interactions with the Talent and the onus remains on you to decide whether the Talent is right for you and your business. It is your responsibility to take all necessary precautions in all interactions with the Talent. You understand that we do not conduct criminal background checks on Talent or otherwise inquire into their background. We make no representations or warranties as to the conduct of the Talent.

   5.2 You are responsible for the security and proper use of your (and the Team Members’) log-in details and password, and all activities of your Team Members including purchases. If you know or suspect that your or Team Member’s username or password has been compromised, or you suspect or become aware of any other breach of security, you must tell us immediately, and you must also ensure that any such username and password is changed as soon as possible. If we believe that there has been, or is likely to be, a breach of security we may suspend usernames or passwords and require that they are changed, we may also restrict your and any Team Members use of all or any part of the Services.

6. PERSONAL DATA

   6.1 You shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. In the event of any loss or damage to Customer Data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

   6.2 We shall, in providing the Services, comply with our policies relating to the privacy of the Customer Data available at https://www.grittytalent.tv/privacy-policy, as such document may be amended from time to time us in our sole discretion.

   6.3 Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

   6.4 We confirm that we have all necessary consents in place to enable lawful transfer of personal data to you for the purposes of this Agreement so that you may lawfully use and process personal data in connection with your use of the Services. You shall, in relation to any personal data processed in connection with your use of the Services (a) process that personal data only in connection with your use of the Services or as otherwise advised by us, (b) assist us in responding to any request from a data subject and in ensuring compliance with our obligations under the Data Protection Legislation; (c) notify us without undue delay on becoming aware of a personal data breach, and (d) at our direction, delete, or return personal data and copies thereof to us on termination of this Agreement.

   6.5 You shall ensure that you have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

7. FEES AND PAYMENT  

   7.1 Subscription fees are based on monthly periods that begin on the subscription start date. Subscriptions to the Service are sold on a package basis. You shall purchase a subscription to the Package. We reserve the right to calculate the total number of Team Members periodically and, if the number of Team Members exceeds your current subscription, then we reserve the right to charge you for the applicable Package on a pro rata basis for the remainder of the Subscription Term.

   7.2 You shall pay the Subscription Fees to us for the User Subscriptions in full prior to start of the Subscription Term and any extension of the Subscription Term. The Subscription Fee is based on the Package purchased. You shall provide us with valid, up-to-date and complete credit card details acceptable to us and you hereby authorise us to bill such credit card (a) on or before the start of the Subscription Term, and (b) on or before any renewal of the Subscription Term.

   7.3 If we have not received payment from you, and without prejudice to any other rights and remedies available to us, we may, without liability to you, disable your password, account and access to all or part of the Services while the amounts concerned remain unpaid. All amounts and fees are (a) except as stated herein, non-cancellable and non-refundable, and (b) exclusive of value added tax.

8. PROPRIETARY RIGHTS  

   You acknowledge and agree that we own all intellectual property rights in the Services and the Gritty Talent app. Except as expressly stated herein, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Gritty Talent app. We confirm that we have all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

9. LIABILITY

   9.1 Except as expressly and specifically provided in this Agreement (a) you assume sole responsibility for results obtained from the use of the Services by you. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction; (b)  all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and (c) the Services are provided to you on an “as is” basis.

10. TERM AND TERMINATION

    10.1 This Agreement commences on at the start of the Subscription Term and remains in effect until all subscriptions to the Service granted in accordance with this Agreement have expired, been terminated or cancelled. Either party may terminate this Agreement if the other party: (a) is in material breach of this Agreement and fails to cure such breach within ten (10) days following receipt of written notice from the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within thirty (30) days. Upon expiration, termination or cancellation of this Agreement for any reason, all subscriptions and any other rights granted to you under this Agreement shall immediately terminate.

    10.2 Trial Subscriptions: You may access the Services (or a version thereof) on a trial basis (Trial) subject to the terms of this Agreement provided, however, that we shall have the right to terminate a Trial at any time and for any reason. 

    10.3 Renewal: At your option, your Package will renew on the same terms on expiry of the Subscription Term (Renewal Date) and in such event you authorise us to automatically charge you the applicable fees on or before the Renewal Date. If you wish to reduce the number of Team Members, you must purchase a separate Package. You can cancel your subscription at any time. If you choose to cancel during the Subscription Term, you may use the Service until the end of your then-current Subscription Term but will not be issued a refund for the most recently (or any previously) charged Subscription Fees.

    10.4 Notwithstanding the foregoing we can cancel this Agreement with you (or any part of it) at any time. If we cancel this Agreement (or any part of it) after you have paid a Subscription Fee we may, at our sole discretion either (a) allow you to activate your Package in accordance with the other provisions of this Agreement, or (b) cancel the Package and issue you with a full refund.

11. FORCE MAJEURE

    We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, COVID-19 or similar pandemic, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
    

12. GENERAL

    Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy;
    Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement;
    Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter;
    Assignment: You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement;
    Third Party Rights: This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999;
    Notices: Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as provided for the purposes of this Agreement. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission; Governing Law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Last updated: June 2021