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Terms of Use
Preamble
The Company and the Client agree to be bound by these Terms in all
circumstances where the Company agrees to provide Services to the Client,
and the Client
agrees to acquire those Services from the Company.
Definitions
“the Client” means the person, business or company
to whom advertising services are provided by the Company under these
Terms and/or to whom copies
of CVs are made available.
“the Company” means 24-7 Response Limited located at Merriams, Gravel Path, Berkhamsted, Hertfordshire, HP4 2PH. Company Registration Number 4692465.
“Application Form” means the form:
submitted by the Client
to the Company; and
agreed to by the Company for the provision of certain
Services from time to time.
“Candidate” means the person to whom the details within a CV
or Candidate record refers.
“Candidate Information” means the contact details, and other
private information provided by the Candidate to the Company.
“CV” the brief outline (curriculum vitae or résumé)
of a Candidate’s education, training, skills and employment experience
which is sent to the Company by the Candidate for distribution to Advertisers
(such as and including the Client) for the purpose of locating employment.
“Intellectual Property” has the meaning given to that term
in clause 53.
“Licence” means the licence granted under Clauses 13 to 16
“Services” means the service of publishing advertising material
of the Client and/or supplying copies of CVs and Candidate Information
to the Client and any other services identified in the relevant application
forms
to be provided to the Client by the Company.
“Service Fee” means the service fee specified and agreed in
the relevant Application Form(s) (exclusive of VAT) or such other service
fee that
is agreed by the Company and the Client in writing from time to time
for Services.
“Special Conditions” means the special conditions (if any)
set out on the relevant Application Forms.
“Terms” means these Client Terms and Conditions of Business.
General
- These Terms (together with the terms of any applicable Application Form)
are between the Company and the Client, and govern the obligations of both
parties under any contract for the provision of the Services.
- These Terms shall take immediate effect in substitution of all previous
terms relating to the contents hereof, whether written, oral or implied
between the Company and the Client.
- These Terms are deemed to be accepted by the Client upon the application
for or opening of an account with the Company for the purpose of providing
Services.
- No variation or alteration to these Terms shall be valid unless expressly
agreed and confirmed in writing by a Director of the Company.
- To the extent that there is any inconsistency or conflict between these
Terms and the Application Forms (including any Special Conditions) then
the Terms of such Application Forms will prevail to the extent of any inconsistency.
Opening an Account
- Prior to the opening of an account by the Company on behalf of the Client,
the Client shall complete either an online application form, which shall
be completed by a duly authorised representative of the Client. Alternatively
the Client shall submit appropriate account application forms which shall
be
signed for and on behalf of the Client by a duly authorised signatory of
the Client. The Company will contact the Client to confirm the particulars
of the
account.
- No contract for the supply of Services shall be concluded until the
Company has notified the Client, either verbally or in writing, that the
account has
been opened.
Company's Obligation
- If the Services include the provision of CVs and Candidate Information,
the Company shall supply the Client with a copy or summary of selected
CVs (at the Company’s sole discretion). If a Candidate has requested
that his or her details not be made available to the Client, then the
Company shall
not be obliged to make available such details to the Client.
- Subject to the Client’s proper and timely performance of its
obligations, the Company will use its reasonable endeavours to supply
the Services in
accordance with these Terms.
- The Company shall have the right at its
sole discretion to modify, withhold or remove any advertising material
submitted by the Client without
liability
to the Client, in order to comply with the Company’s internal
job advertising policy as amended from time to time.
- The Company shall have
the right at its sole discretion to refuse any web links that do not
meet the Company’s approval criteria (as amended
from time to time) without liability to the Client.
- The Company shall have the right to suspend, temporarily or permanently,
or to cease to provide the Services in any circumstances beyond its
control (as reasonably determined by the Company, including but not limited
to
unavailability of or interruption to electrical or other power supplies,
unavailability of
any communication system, computer hardware or software whether through
malfunction of hardware or software, damage or for any other reason).
Licence
- The Client is hereby granted a non-exclusive licence to use the CV data
and Candidate information supplied by the Company under the contract for
Services relating to the provision of CV data and Candidate Information.
- The Licence hereby granted shall come into force on confirmation by
the Company that the services have been activated or first use
of the services by the Client once they have been activated
by the Company, whichever is the sooner and unless earlier terminated under
any provision of these Terms shall continue in force until suspension by
the Company of particular Services relating to the provision of CV data and
Candidate
Information or termination of the account for whatever reason.
- If:
- the Client shall be in breach of any of its obligations under
these Terms;
- the Company suspends any of the Services relating to the provision
of CV and Candidate Information; or
- the Company terminates any contract
for Services in accordance with these Terms;
this Licence shall be deemed to terminate immediately
and the Company shall notify the Client as soon
as practicable that the
Licence
has been so terminated,
provided always that such termination shall
be without
prejudice to any rights accrued at the date of
such termination. In the case
of the suspension
of some
or all Services, the termination of the Licence
shall only be in respect of the Services suspended
and such Licence
may
be reinstated
by
written
notice
from the Company.
- This Licence is personal to the Client, who shall not be entitled to
assign it or grant any sub-licences under it.
Client's Obligation
- The Client shall in all respects comply with all statutes, byelaws, codes
of practice and legal requirements to which the Client is ordinarily subject
in respect of its receipt and processing of CVs and Candidate Information.
The Client shall ensure that it is registered appropriately with the Data Protection
Registrar and shall comply at all times, and in all respects, with the requirements
of the Data Protection Act 1998.
- The Client shall use CVs and Candidate Information received from the Company
under the Licence for the sole purpose of considering the Candidate for
employment with the Client in accordance with the Candidate’s wishes.
- The Client will not use any contact details in any CV or Candidate Information
to promote the services of another company or business, or any other services
that the Client may offer from time to time. This obligation also relates
to Candidate Information and CVs received in direct response to an advertisement
placed on the Company’s website.
- The Client shall not be entitled to copy, reproduce or otherwise use
any banner advertisement or other advertising material created or produced
by the
Company for the Client and incorporated on the Company’s website.
- The Client shall keep confidential any personal details contained within
CVs or other Candidate information received from the Company in accordance
with the wishes of Candidates.
- If demanded in writing by the Company, where the Client is in breach
of these Terms, the Client will within 14 days of such request deliver
to the Company or delete as appropriate, all originals and copies of
documents
(including CVs), records (including electronic records), originals
and copies of documents based on or otherwise derived from CVs made available
to the
Client (including electronic records) and all Intellectual Property
provided
or made available to the Client pursuant to these Terms. At the same
time as returning such documents and records, the Client will remove
from its
documents and records the details (including names, phone numbers,
email address and mail address) of all Candidates. If the Company demands
the
return of documents and records and the deletion of Candidate details
in accordance
with this clause, then at the time of returning such documents and
records and deleting Candidates contact details, the Client will certify
in writing
(to the reasonable satisfaction of the Company) that it has fully complied
with its obligations under this clause. This clause survives termination
or expiration of these Terms.
- Subject to these Terms (in particular Clause 18), the Client shall
not submit, copy, re-sell, transfer, or make available in any way any CVs
or any
Candidate information contained therein or other Candidate information
received from the Company to any person, business or company, or other third
party.
- The Client will not discriminate between CVs received from the Company
and those received directly in such a manner as to be prejudicial against
Candidates for whom CVs have been supplied by the Company.
- The Client shall pay the fees of the Company as agreed between the
Client and the Company from time to time. The Client agrees to settle invoices
within
the agreed terms.
- The Client shall indemnify and keep indemnified the Company against
any costs, claims, damages, expenses and liabilities incurred by the Company,
whether
direct or indirect (including but not limited to legal or other professional
fees and loss of profit), arising out of any claim settlement or proceeding
brought by a third party as a result of the provision of the Services,
including the display of any advertisement or other product provided by the
Company on
behalf of the Client.
- The Client shall be responsible for providing to the Company in a timely
manner and in a form acceptable to the Company, all materials, including
content and/or copy, as the Company shall in its sole opinion require to
enable the
Company to provide the Services.
- The Client shall obtain and pay for all necessary licences and consents
for the display of any advertising or copyright material contained or the
appearance of any person in the Client’s advertisement or other product
to be displayed by the Company. Without limiting the generality of clause
26, the Client agrees
to indemnify and keep indemnified the Company against all liability, loss,
damages, and costs, whether direct or indirect (including but not limited
to legal or other professional fees and loss of profit), arising out of any
claim,
settlement or proceedings brought by any third party against the Company
where use or development of any Intellectual Property constitutes an infringement
of copyright or any other Intellectual Property rights of a third party.
- The Client warrants and it shall ensure that no advertisement or other
product to be displayed by the Company on behalf of the Client shall be
in breach of the Intellectual Property rights or be defamatory of any third
party.
- The Client shall be responsible for, and shall ensure any advertisement
or other product displayed by the Company on behalf of the Client complies
with UK and European Union law in all respects. The Company accepts no
responsibility for checking the content of any advertisement or other product
displayed on
behalf of the Client and any modifications made in accordance with clause
10 of these Terms shall be for the purposes of the Company’s internal
policy only.
- The Client acknowledges that it is responsible for the acts or omissions
of its employees, contractors or agents, and that the Company is entitled
to charge for any job postings made to the Company’s website which
are made on behalf of the Client by its employees, contractors or agents,
even if the
employee, contractor or agent is subsequently shown to have made a mistake
or have failed to carry out the Client’s instructions correctly.
- From time to time the Company will provide the Client with a unique
password giving access to the Services with the Company. The Client acknowledges
that
they are responsible for the security of their password(s) and undertake
to advise the Company immediately if they become aware their password(s)
has been
compromised. The Client further acknowledges that should unauthorised use
of their password(s) take place they will still be liable for the cost of
the
Services.
Company's Charges
- The Company shall render invoices to the Client at monthly (or other
agreed) intervals detailing the charges payable by the Client in respect
of the Services
plus Value Added Tax as required by law.
- Invoices are payable by the Client when submitted save that the Company
may in its sole discretion by prior written notice and subject to satisfactory
trade references allow the Client an agreed period of credit, as indicated
on each invoice, from the date of such invoice in which to make payment.
If the Company does not receive such payments within the required period,
the
Company reserves the right to suspend any Services and to charge interest
on all overdue amounts at a rate of 4% above the prevailing base rate of
Barclays
Bank Plc, calculated on an annual basis with effect from the due date for
payment of the invoice. Services that have been suspended will only be re-activated
on receipt of the full invoice amount plus the accrued interest, charged
on
a daily basis.
- The Client shall pay the full amount of the invoice plus any interest
payable in accordance with these Terms without any set-off or deduction.
The Client shall cover any money transmission charges or exchange rate differences.
- The Company shall not be obliged to issue any credit or make any refund
in respect of charges relating to the Services in accordance with these
Terms.
- The Company shall give the Client at least 30 days’ notice in
writing of any amendment to the fees charged for services with the Company
which amended
Service Fees shall apply after expiry of the notice period.
- 24-7 Response credits purchased on an “in advance of use” basis
are non-refundable and non-transferable.
Liability
- Nothing in these Terms excludes or limits the liability of the Company
for death or personal injury caused by the Company's negligence.
- Subject to clause 39:
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the Company shall not be liable to the Client by reason of any representation
(unless fraudulent), or any implied warranty, condition or other
term, or any duty at common law, or under the express terms of any
contract,
for loss
of profit or for any indirect, special or consequential loss or damage,
costs, expenses or other claims for compensation whatever (whether
caused by the
Company's negligence or that of its employees, agents or subcontractors
or otherwise) which arise out of or in connection with the supply
of the Services
(including any delay in supplying or any failure to supply the Services
in accordance with any contract or at all); and
- the entire liability
of the Company in contract, tort (including negligence or breach
of statutory duty), misrepresentation (unless fraudulent)
or otherwise arising in connection with the supply of the Services
or resulting
from their
use shall not exceed an amount equal to the cost to the Client of
the particular service the subject of any complaint (not including any
amounts paid for
previous services of that nature for which no complaint had arisen).
- The Client shall satisfy itself as to the accuracy of information supplied
by the Company, and shall take up such references as are deemed necessary
for this purpose. The Company shall not be liable for any loss, damage or
expense,
whether direct or indirect (including but not limited to legal or other
professional fees, loss of profit or other consequential loss or damage),
arising out of
inaccurate, ambiguous or the misinterpretation of CVs or other information.
- The Client shall satisfy itself as to all matters concerning any statements
or omissions in a CV or provided by a Candidate including as to the identity,
suitability, standard of skill, integrity and reliability of Candidates
whose CVs are provided by the Company, and shall take up such references
as are deemed
necessary for this purpose. No liability will be accepted by the Company
for any loss or damage arising out of any misstatement or negligence, dishonesty,
misconduct or lack of skill of Candidates.
- The Company takes no responsibility and shall not be liable for any
information or software sent by a Candidate to the Client which: contains
a virus, cancelbot,
trojan horse, worm or other harmful or disruptive component; which contains
information, software or other material which is protected by copyright
or other Intellectual Property rights (or any derivative works with respect
thereto)
or which contains information or material which is defamatory, obscene,
offensive, in breach of confidence, threatening or otherwise contrary to
any applicable
law or regulation.
- The Company has no obligation to monitor e-mails sent to the Client
attaching CVs or otherwise. However, the Client confirms that the Company
has the right
to monitor such e-mails electronically from time to time and to disclose
any information as necessary to satisfy any law, regulation or other governmental
request, to operate the Services properly, or to protect itself or its
subscribers.
The Company reserves the right to refuse to post or to remove any information
or materials in whole or in part that in its sole discretion are unacceptable,
undesirable or in violation of these terms.
Cancellation of Account
- Either party may cancel, with effect from the first day of the following
month, the contract for the supply of Services by giving the other party
prior notice in writing of such termination.
- Despite the foregoing, if the Client breaches any provision of these
Terms the Company may at any time terminate any contract for Services with
the Client
with immediate effect.
- Despite the foregoing, the Company may at any time suspend any contract
for Services or any part of a contract for Services with the Client with
immediate effect.
- The Company may terminate any contract for Services without notice
if:
- an order is made or a resolution is passed for the winding up of the
Client, or a liquidator or receiver is appointed, or if a petition
is presented or
a meeting is convened for the purposes of winding up the Client;
- an
administration order is made or a petition for such an order is presented
in respect of the Client;
- a receiver (which expression shall include
an administrative receiver) is appointed in respect of the Client or
any or all of its assets;
- the Client is unable to pay its debts within
the meaning of Section 123 of the Insolvency Act 1986;
- the Client
shall cease or threaten to cease to carry on its business or a substantial
part thereof.
- Upon the cancellation or termination of the account by either party,
the full amount
owing to the Company by the Client in respect of Services provided up to
termination or
cancellation shall become payable and due with immediate effect.
- Should the cancellation of the account be due to improper or illegal
use of CVs,
Candidate Information or advertising services by the Client as defined
herein the Company
may, at its discretion and without recourse, report such action to the
relevant legal and/or
professional bodies including the Department of Employment and the Data
Protection
Registrar.
Enforcability
- Any contract for the supply of Services and these Terms shall be governed
and enforceable by English Law and the parties agree to submit to the exclusive
jurisdiction of the English Courts.
- The invalidity or unenforceability for any reason of any part of these
Terms shall not prejudice or affect the validity or enforceability of the
remainder.
Intellectual Property
- Any Intellectual Property (including, without limitation, rights to
and any interest in, any patent, design, trade mark, copyright, know how,
trade
secret and any other proprietary right or form of intellectual property (whether
protectable by registration or not), customer list, Client agreement, specification,
formula, drawing, program, design, system, process, logo, mark, or style)
("Intellectual
Property") which is not developed under these Terms, but which is used
for the purposes of these Terms ("Current Intellectual Property"),
will remain the property of its current owner.
- Intellectual Property, including any modifications or addition to Current
Intellectual Property, which is created, made or discovered by the Company
in the course of the Company providing the Services, will be the absolute
property of the Company without the need for any party to execute any further
document,
provided that nothing in this clause will vest in the Company any proprietary
rights in, or prevent the Client from using, either for the Company or
any other customer, any techniques, knowledge, information practices or codes
which
are:
- generic in nature and were known to the Client prior to the date
of these Terms; or
- developed by the Client during the Term of this Agreement
and relate to standard practices adopted within the industry to which
the Services
relate.
- The relationship between the Company and the Client is, and will be
for all purposes, that of a company and independent business, and nothing
in these
Terms will be taken as constituting any other relationship.
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