Effective from 10th February 2014
These Recruiter Terms and Conditions (“Recruiter Terms”) are deemed accepted by the Recruiter when any Services are ordered by the Recruiter.
In these Recruiter Terms the following terms shall have the following meanings:
“Affiliates” means any holding company of the Company or any subsidiary of such holding company from time to time (and holding company and subsidiary shall have the definitions set out in section 1159 of the Companies Act 2006);
“Business Day” means a day other than a Saturday, Sunday or public holiday in England;
“Company” means the company providing the Services as set out on the Order Form;
“Contract” has the meaning set out in clause 2.1 of these Recruiter Terms;
“CV” means the curriculum vitae of the Jobseeker that is prepared and supplied by a Jobseeker;
“Fair Use Policy” means the Company’s fair use policy available at http://www.retailcareers.co.uk/fair_usage;
“Fees” means the sums payable by the Recruiter to the Company for the supply of the Services;
“Issue Date” the date that the Order Form is issued by the Company as set out on the Order Form;
“Jobseeker” means a person who uses the Jobsite Network to search for, obtain information about and apply for job opportunities;
“Jobsite Network” means the Sites and other recruitment websites and widgets operated by the Company, its Affiliates or third parties in partnership with the Company and/or its Affiliates;
“Order Form” means the order form or online purchase confirmation page issued to the Recruiter by the Company;
“Non Business Day” means a day which is not a Business Day;
“Recruiter” means the person, company or firm named on the Order Form;
“Recruiter Content” means all or any part of the content and materials (including job advertisement particulars) supplied or made available by the Recruiter in connection with the Services;
“Recruiter Services Menu” means the menu of products/services that are available to be ordered by the Recruiter from the Company and which sets out specific conditions that apply in respect of the supply of individual products/services. A copy of the Recruiter Services Menu is located at http://www.retailcareers.co.uk/services_menu;
“Service Duration” means the period during which the Company shall provide the Services as set out on the Order Form;
“Services” means such of the product/services listed on the Recruiter Services Menu that the Company has agreed to supply to the Recruiter as set out on the Order Form;
“Sites” means the website(s) specified on the Order Form;
“Upload System” means the system (if any) made available by the Company to the Recruiter in order to facilitate upload of the Recruiter Content to the Sites and includes any Upload System Software; and
“Upload System Software” means any software supplied by the Company to the Recruiter to assist upload of Recruiter Content via the Upload System.
2. Contract Between the Company and the Recruiter
2.1 The contract between the Company and the Recruiter in respect of the Services (the “Contract”) shall comprise the Order Form, the Recruiter Services Menu and these Recruiter Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Recruiter purports to apply under any purchase order, confirmation of order or other document).
2.2 In the event of a conflict in terms between the Order Form, the Recruiter Services Menu and these Recruiter Terms, the documents shall rank in the following order of precedence: (i) Order Form, (ii) Recruiter Services Menu and (iii) these Recruiter Terms.
2.3 Except as set out in clauses 12 and 13.7, the Contract cannot be terminated or cancelled by the Recruiter without the written agreement of the Company.
3.1 Subject to these Recruiter Terms and in consideration of the payment of the Fees by the Recruiter, the Company shall provide the Services to the Recruiter during the Service Duration.
3.2 The Company shall use reasonable skill and care in its provision of the Services but the Company makes no representation or warranty that the Services and use of the Upload System will be uninterrupted or error free or fit for the Recruiter’s particular purpose.
3.3 The Company shall be entitled to temporarily suspend or alter the operation of the Services and/or Upload System for legal or technical reasons. The Company shall endeavour to notify the Recruiter as far in advance as possible of any temporary suspension or significant alteration but the Recruiter acknowledges that prior notice may not always be possible.
3.4 The Company may in its sole discretion decline to post on or remove from the Sites and Services any of the Recruiter Content and/or require the Recruiter Content to be amended at any time if the Company considers that the Recruiter is in breach of any of clauses 4, 5 or 6 below.
3.5 The Recruiter may request the removal of a job advertisement from the Sites and the Jobsite Network (as applicable) before the end of the Service Duration but shall not be entitled to any refund of Fees.
3.6 If any quota of Services is not used up by the Recruiter within the Service Duration specified on the Order Form then such quota shall expire. The Recruiter shall remain responsible for full payment of the Fees.
4. Recruiter General Warranties and Obligations
4.1 The Recruiter acknowledges and agrees to the specific conditions (if any) that apply in respect of the Services as set out in the Recruiter Services Menu.
4.2 The Recruiter shall ensure that only its authorised personnel access the Services.
4.3 The Recruiter shall not disclose any login password to any third party and shall not resell or licence the Services to any third party without the Company’s prior written consent.
4.4 The Recruiter shall deliver Recruiter Content to the Company in a format compatible with the technical specifications issued by the Company from time to time.
4.5 The Recruiter undertakes and warrants that its use of the Services and all Recruiter Content (including, without limitation, job advertisements) comply with all applicable laws and codes of practice and shall not be defamatory, discriminatory or otherwise objectionable and shall not infringe any copyright, trade mark or other rights of any third party.
4.6 The Recruiter authorises the Company to use and display Recruiter Content on the Jobsite Network.
4.7 The Recruiter warrants that it holds all necessary consents and licences to use and grant the Company the right to use the Recruiter Content as envisaged by the Contract.
4.8 The Recruiter shall not publish, disclose, reproduce or create derivative works from any information obtained pursuant to the Recruiter’s use of the Services except for internal business purposes unless expressly agreed in writing by the Company.
4.9 The Recruiter shall not copy, make modifications to, reverse engineer or decompile the Upload System Software, except to the extent permitted by law.
4.10 The Recruiter shall not use any automatic extraction software (such as software tools commonly known as robots and spiders) or any other means to facilitate the downloading or capture of volume quantities of information from the Company.
4.11 The Recruiter shall comply with the terms of the Fair Use Policy.
5. Job Advertisements
5.1 The Recruiter warrants that:
5.1.1 its job advertisement particulars shall be accurate, honest and truthful;
5.1.2 its job advertisements shall not contain unnecessarily repeated words or phrases intended to cause a false positioning in the search results seen by a Jobseeker;
5.1.3 its job advertisements shall not contain links to the website of the Recruiter (or any third party) or any job application contact information without the prior written agreement of the Company; and
5.1.4 its job advertisements shall not promote any ‘get rich quick’, pyramid selling or network marketing opportunities or similar.
6. Jobseekers and CVs
6.1 The Recruiter shall only use CVs and personally identifiable Jobseeker information for the purpose of finding employment for Jobseekers.
6.2 The Recruiter shall keep confidential and not supply or make available to any person CVs and personally identifiable Jobseeker information that the Recruiter receives from the Company or any Jobseeker without the Jobseeker’s express consent.
6.3 The Recruiter shall comply with the provisions of the Data Protection Act 1998 and, in particular, shall take all appropriate technical, organisational and security measures to prevent unauthorised access, loss and use of personal data relating to Jobseekers.
6.4 The Recruiter accepts that it is responsible for satisfying itself as to the suitability of Jobseekers for a job vacancy and verifying the identity of such Jobseekers.
7. Recruiter Indemnity
The Recruiter shall indemnify the Company and its Affiliates against all claims, costs, damages, losses, expenses and liabilities suffered or incurred by the Company and its Affiliates arising as a result of any breach by the Recruiter of clauses 4, 5 and 6.
8.1 Fees are as stated on the Order Form and are exclusive of VAT which shall be paid by the Recruiter in addition at the rate and in the manner prescribed by law.
8.2 The Recruiter shall pay all invoices within 30 days of the invoice date and by such method as may be agreed by the Company.
8.3 If the Recruiter fails to pay any amount due to the Company by the due date for payment then:
8.3.1 the Company reserves the right to charge interest at the rate of 4% per annum above Barclays Bank plc’s base lending rate in force from time to time or such higher rate as may be permitted by law from the due date until settlement or discharge of the debt; and
8.3.2 without prejudice to any other right or remedy available to the Company, the Company shall be entitled to suspend the Services until all monies owing to the Company have been paid in full by the Recruiter.
8.4 The Company reserves the right to require the Recruiter to pay a deposit and/or a non-refundable advance payment before making Services available to the Recruiter. If a deposit is paid by the Recruiter, it shall be repaid by the Company to the Recruiter on termination of the Contract subject to the Company’s right to offset any outstanding amounts payable by the Recruiter against such deposit.
8.5 The Company reserves the right to charge the Recruiter its reasonable administration costs in dealing with any failed payments and/or any costs incurred by the Company in relation to pursuing debt collection (including debt collection agency fees and expenses).
9. Intellectual Property Rights
The Recruiter acknowledges that all intellectual property rights in the Services, technology supporting the Services (including the Upload System) and the Jobsite Network vest in the Company and/or its licensors and partners and that the Recruiter has no rights in, or to, such intellectual property other than the right to use in accordance with the Contract.
10. Limitation of Liability
10.1 This clause sets out the entire financial liability of the Company to the Recruiter in respect of:
10.1.1 any breach of the Contract;
10.1.2 any use made by the Recruiter of the Services; and
10.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
10.2 Nothing in the Contract shall exclude or limit the Company’s liability for death or personal injury resulting from the negligence of the Company or for fraud or for any other liability that cannot be excluded or limited by law.
10.3 All warranties, conditions and other terms implied by statute or common law in relation to the Services are, to the fullest extent permitted by law, excluded from the Contract.
10.4 The Company has no liability to verify the identity of any Jobseekers or check the suitability of any Jobseekers for any job vacancy.
10.5 The Company shall not be liable to the Recruiter under or in connection with the Contract for any loss of business, contracts, profits, anticipated savings, data, damage to hardware and software, or for any indirect, special or consequential loss.
10.6 The Company does not accept liability for loss of any Recruiter Content.
10.7 The Company’s liability in respect of any failure to perform the Services in accordance with the Contract shall be limited to the re-performance of the relevant part of the Services as far as is practicable.
10.8 Subject to the provisions of this clause 10, the total liability of the Company to the Recruiter in respect of any loss or damage under or in connection with the Contract shall not exceed the aggregate amount of Fees paid by the Recruiter in the twelve months immediately preceding the incurring of such loss or damage.
The Company and the Recruiter agree to keep the terms of the Contract and all information that is obtained about the business, finances, technology and affairs of the other strictly confidential. This clause shall not apply to information which has come into the public domain other than by breach of this clause or is required to be disclosed by law.
12.1 Either party may terminate the Contract:
12.1.1 immediately upon written notice to the other party if the other party commits any material or persistent breach of any of the provisions of the Contract and, in the case of a breach which is capable of remedy, fails to remedy the same within 14 days after receipt of a written notice giving particulars of the breach and requiring it to be remedied; or
12.1.2 immediately upon written notice to the other party if the other party shall cease to carry on its business or shall have a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all the liabilities of it) or a court of competent jurisdiction shall make an administration order or liquidation order or similar order, or shall enter into any voluntary arrangement with its creditors, or shall be unable to pay its debts as they fall due.
12.2 Where the Company believes (in it is sole discretion) that the Recruiter has failed to comply with the terms of the Fair Use Policy or has otherwise breached the provisions of clauses 4, 5 or 6 then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to (i) suspend the Services and/or (ii) terminate the Contract immediately upon written notice.
12.3 Upon termination of the Contract for any reason:
12.3.1 the Recruiter shall immediately cease using the Services, permanently delete any access passwords for the Services and erase any Upload System Software; and
12.3.2 the Recruiter shall immediately pay to the Company all outstanding sums due to the Company under the Contract; and
12.3.3 save in the case of termination by the Recruiter in accordance with Clause 12.1, the Recruiter acknowledges and agrees that it shall not be entitled to a refund of any sums paid in advance to the Company.
12.4 Termination of the Contract shall not affect the accrued rights or liabilities of the Company or the Recruiter under the Contract nor any provision of the Contract which is expressed or required to survive or operate in such event.
13.1 The Contract contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, written or oral, between the parties in relation to such matters.
13.2 No amendment, variation or modification to the Contract shall be deemed valid unless it is agreed in writing by the parties.
13.3 The Recruiter shall not assign, transfer or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Company.
13.4 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Contract.
13.5 Nothing in the Contract shall be deemed to create any kind of partnership or joint venture between the Company and the Recruiter.
13.6 No failure or delay by either party in exercising any of its rights or remedies under the Contract shall operate as a waiver of those rights or remedies. No waiver shall be effective unless in writing and shall apply only in relation to the matter in respect of which it was specifically given. No waiver of any breach of the Contract is a waiver of any subsequent or other breach.
13.7 Neither party shall be liable for any delay or non-performance under the Contract caused by any event beyond its reasonable control (a “Force Majeure Event”) provided that the party affected gives prompt notice in writing to the other party of such Force Majeure Event and uses all reasonable endeavours to continue to perform its obligations under the Contract. If the Force Majeure Event continues for more than one month, the party not subject to the Force Majeure Event may terminate the Contract by notice in writing to the other party.
13.8 If any provision of the Contract is held to be illegal, void, invalid or unenforceable the legality, validity and enforceability of the remainder of the Contract shall not be affected.
13.9 Notices under the Contract must be in writing and shall only be deemed to have been duly served if hand delivered, sent by facsimile (provided the transmitting machine reports successful transmission), recorded delivery or email to the contact address of the party set out in the Order Form or such other contact address as may be notified by that party under this clause.
13.10 The Contract shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts in relation to any disputes arising under or in connection with the Contract.