Last updated: 11 September 2019
Workonblockchain.com is a trading name of BIOTS Limited, a company incorporated in England and Wales under registration number 11310880, whose registered office is located at Broad House, The Broadway, Hatfield, Herts AL9 5BG. In these terms of business (which, for convenience, we’ll shorten to “the Conditions”), when we use terms such as “we”, “us” or “our”, it is to BIOTS Limited that we refer.
These are the terms and conditions upon which we supply our services to our clients, which, once you have completed the sign-up process, will include you. If you want to make use of our services, you will have to accept these Conditions by checking the box marking your acceptance as you sign-up.
If you are an agency making use of our services on behalf of your client, just so we’re clear, you will be our client. That means it’s you entering into a contract with us in your own name. You are responsible for meeting our payments and for complying with these Conditions. However, please ensure that you have your client’s permission to post and download content using your account.
1.1 It makes things a lot easier if we define at the outset what certain words will mean when we use them in these Conditions. That means, for the words listed below, from this point on when you see them used in this document With Apparently Inappropriate Use of Capital Letters, the words will have the meanings you see in this section of our Conditions.
Account means the account that we create for you on our Website when the Contract is formed, and which will be activated when we accept your application in accordance with clause 2.3. Your account will enable you and your Operators to access the Database, search Content and make Approaches to Candidates.
Affiliate any person that controls you, is controlled by you, or is under common control with you where control means direct or indirect beneficial ownership of more than 50% of your share capital, stock or other participating interest carrying the right to vote or to distribution of profits, as the case may be.
Approach means the first contact between you and a Candidate, whose Content you have discovered in summary form in the Database (and Approached shall be construed accordingly).
Billing Period means a calendar month.
Candidates means individuals whose qualifications, employment history and contact details are consolidated into the Content.
Commencement Date means the date we accept your application, as further described at clause 2.3.
Commission Period means, in respect of each Engaged Candidate, the period of 24 months commencing on the first day of that Candidate's Engagement (whether such Engagement is a paid or unpaid Engagement).
Commission Rate has the meaning given in clause 4.4.2.
Content means the content in the Database that shall include, but shall not be limited to, the names of Candidates alongside their qualifications, contact details and employment history.
Contract means the contract that we have with you that is subject to these Conditions, and which we have created together through the completion of the signup process in accordance with clause 2.3.
Credentials means the username and password set up for you and your Operators, who will only be able to access the Account by using Credentials that are current.
Currency means the currency set out in the Subscription Plan.
Database means the database of Content relating to Candidates, which we develop and manage through the System and which you or your Operators can access via the Account.
Data Protection Legislation means all legislation and regulatory requirements in force from time to time in the United Kingdom relating to the use of personal data and the privacy of electronic communications, including, without limitation, the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK) and thereafter, such successor legislation thereto; and all other legislation and regulatory requirements in force from time to time which apply to a party to this Contract relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Engagement means the engagement, employment or use of the Candidate directly by you or any third party to whom you introduce them, on a permanent or temporary basis, whether under a contract of service or for services, under an agency, licence, franchise or partnership agreement, or any other engagement, directly or through a limited company of this the Candidate is an officer, worker or employee (and Engage, Engaged, re-Engagement, re-Engage, and re-Engaged shall be construed accordingly).
Engagement Fee means the monthly fee payable to us by you in respect of an Engagement of a Candidate in accordance with clause 4.
Fees means, together, the Subscription Fees and the Engagement Fees payable to us by you for use of our Services, in accordance with clause 4, at the rates set out in our Subscription Plan (as may be updated from time to time) and corresponding with your selected Subscription Package.
Gross Remuneration has the meaning given in clause 4.4.2.
Intellectual Property Rights means all those intangible things that can be owned and controlled notwithstanding the fact that they are not physical. This includes things like copyright, trade marks, domain names, database right and all other intellectual property rights, wherever they might take effect in the world. It covers all such intellectual property rights, whether they are registered or not, and whether they exist now or come into existence some time later. This term also includes applications for registered intellectual property rights that are pending and intellectual property rights whose term of protection has been renewed or extended somehow.
Material Change means any change to the Engagement and/or re-Engagement of a Candidate which occurs during the Commission Period and is capable of affecting our Engagement Fee in respect of that Candidate, including any change to the status of their Engagement (for example, its termination or re-Engagement) and/or that Candidate’s Gross Remuneration.
Operators means the individuals authorised and named by you as operating the Account on your behalf, whether employed by you or not, and whose details we may request from time to time.
Payment Card means the debit or credit card, the details of which you provide us with in accordance with clause 2.1(ii) for the purpose of payment of our Fees by you in accordance with clause 4.
Payment Date means the last day of the relevant Billing Period.
Services means the services supplied by us to you as described on the Website, which shall include providing access to the Database via your Account.
Subscription Fee means the monthly subscription fee payable by you to us in accordance with clause 4.
Subscription Package means one of the subscription packages which are available in our Subscription Plan, and which set out the Subscription Fee and the Engagement Fee applicable to that package, together with the scope of that package.
Subscription Plan means, together, all the Subscription Packages available on the Website at http://workonblockchain.com/pricing, as may be updated from time to time.
System means the software through which the Database is provided.
Term means the duration of the Contract, from the Commencement Date until the Termination Date.
Termination Date means the effective date that this Contract is terminated.
Website means the website hosted at an IP address corresponding to https://workonblockchain.com
you, yours means you, as the individual customer or as the organisation that is engaging our Services. When we make use of terms like “you” and “yours” in these Conditions then, unless we specifically say otherwise, we mean you, our client.
1.2 When you see “includes”, “including”, “in particular”, “such as” or similar words used in these Conditions, it means without limitation to what then follows, which may be an example of what went before.
1.3 You can take it that when we refer to legislation, we refer also to all subordinate legislation (rules and regulations) that are set down under or pursuant to that legislation. Those references also include instances where the original legislation is replaced by new legislation that does the job of the legislation to which we refer.
1.4 When we refer to something being “in writing” or “written”, this includes emails or other forms of electronic communication, including messages or notifications sent to your Account.
1.5 When we refer to a person in these Conditions, this includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns, and a reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
1.6 The terms of each Subscription Package are subject to these Conditions. If there is any conflict or inconsistency between these Conditions and the terms of any Subscription Plan, these Conditions will prevail.
1.7 In these Conditions, clause and section headings are used for convenience only and do not affect the interpretation of the Conditions.
2.1 Applying for an Account. To open an Account on our platform, you must:
(i) select one of our Subscription Packages available at the time in our then current Subscription Plan; and
(ii) provide us with valid, up-to-date and complete contact and billing information about yourself, by entering the same onto the data collection form during the sign-up process. Such information must include details of your Payment Card, save where such method of payment is not available on the sign-up page of our Website or where we have agreed with you a different payment method; and
(iii) accept these Conditions by checking the relevant acceptance box on the sign-up page on our Website. You will not be able to submit your application to join the platform unless you accept these Conditions.
When you do submit your application, you make an offer to us that incorporates these Conditions to the exclusion of all others.
2.2 Reviewing your application. We will review your application as soon as we can after you submit it to us. This may include a verification process if you are signing up via email. If you sign up using a third party platform, we will use the credentials you provide in accordance with our Privacy Notice https://workonblockchain.com/pages/privacy-notice. We do not accept all applications, just those that we consider to be genuine and that present an appropriate career opportunity for our Candidates. We will consider your application ethically and fairly but we reserve the right to decline your application and should we do so, we will not enter into any correspondence with you about our reasons.
2.3 The Contract between you and us. Once we have accepted your application, a Contract will exist between you and us based on your application and these Conditions, which Contract shall commence immediately and continue in force until terminated by either you or us in accordance with clause 4.11, 5.3, 6.2 or 8.
2.4 Managing your Account and Subscription Package. Once your Account is activated, you will be able to manage your Account and your Subscription Package via your Account, including: enabling and disabling your Account; and viewing what Subscription Package you have selected and changing it to another Subscription Package.
3.1 Our Services. Subject to you complying with your obligations as set out under these Conditions, we shall supply the Services to you over the Term.
3.2 Using your Account. We hereby grant to you a non-exclusive, non-transferable licence during the Term to access your Account solely for the purpose of accessing and using the Database in accordance with these Conditions and for no other purpose whatsoever.
3.3 Your Operators. You may decide to set up Operators who are not employed by you but who are operating on your behalf. In such a situation, you remain liable for the acts and omissions of your Operators as if they were your own acts and omissions, and you will remove their access to the Credentials as soon as they cease to act on your behalf.
3.4 Accessing a Candidate’s profile. In order to access summary profiles of Candidates, you will have to describe the opportunity for which you are recruiting. Our platform will process the information you provide us about your business and the opportunity you have described and shall present to you a selection of Candidates that it determines to be appropriate. You will be able to see enough information about each Candidate to determine whether you wish to make an Approach and only when you do make an Approach will a Candidate become notified by us of your interest.
3.5 Candidate’s response to your Approach. A Candidate may choose to accept your Approach and if so, you may then correspond with the Candidate with a view to arranging an interview. That interview may be conducted on our platform, by telephone or via a third party platform or in person.
3.6 We do not vet Candidates. You accept that we have no influence on whether a Candidate or any Candidate responds to your Approach. You further accept that we do not vet Candidates beyond the checks that we carry out to confirm that they are suitable to join our platform. It is up to you to satisfy yourself that the Candidate is suitable for the Engagement you offer in terms of personality, competence and integrity, or otherwise, and that he or she is entitled to work in the UK or such other jurisdiction as you may intend to employ her or him. We give no warranty in that respect.
4.1 Our Fees. In consideration for the provision of the Services to you and for the rights granted to you under these Conditions, you must pay us the Fees in accordance with this clause 4 in respect of any and all Candidates whose Engagement commenced within 12 months from when you Approached them. We will provide the Services to you subject to you paying our Fees as and when they become due.
4.2 Subscription Packages. Our Fees consist of Subscription Fees and Engagement Fees. The amount of the Subscription Fees and Engagement Fees due to us will depend on the Subscription Package you have signed up to.
4.3 Subscription Fees.
4.3.1 You must pay us the Subscription Fee:
(i) in the Currency;
(ii) at the amount set out in your selected Subscription Package (subject to clause 4.3.3 below);
(iii) monthly, on the Payment Date;
(iv) for each month in which your Account is enabled; and
(v) in accordance with the remaining provisions of this clause 4.3.
4.3.2 Enabling/disabling your Account during a Billing Period. If, in accordance with clause 2.4, you enable or disable your Account on any other day than the first day of that Billing Period, then you have to pay us the Subscription Fee in that Billing Period for the full Billing Period.
For example, if you enable your Account on 15 September and choose a Subscription Package with a monthly Subscription Fee of £39.90, your Subscription Fee for September will be £39.90.
4.3.3 Changing your Subscription Package during a Billing Period. If, in accordance with clause 2.4, you change your current Subscription Package to another Subscription Package on any other day than the first day of that Billing Period, then the Subscription Fee rate applicable in that Billing Period is the highest rate of all the Subscription Packages selected by you in that Billing Period.
For example, if you select a Subscription Package with a monthly Subscription Fee of £0 in January, and change it to a Subscription Package with a monthly Subscription fee of £39.90 on 28 February, your Subscription Fee for February will be £39.90.
4.3.4 Zero Subscription Fees. For the avoidance of doubt, if in any Billing Period the price of your selected Subscription Package is zero, and the circumstances described in clause 4.3.3 above do not apply, then you do not have to pay the Subscription Fee in that month, but the remaining provisions of this clause 4.3 will still apply to you.
4.4 Engagement Fees.
4.4.1 You must pay us the Engagement Fees:
(i) in respect of each Engaged Candidate whose Engagement commenced within 12 months of your Approach of that Candidate;
(ii) for each month of the Commission Period when an Engaged Candidate is in a paid Engagement (regardless of whether their Engagement commenced as a paid or unpaid Engagement);
(iii) in the Currency;
(iv) at the rate set out in your selected Subscription Package (subject to clause 4.4.2(iii));
(v) monthly, on the Payment Date;
(vi) for each month in which the relevant Candidate is Engaged;
(vii) regardless of whether or not your Account is enabled; and
(viii) in accordance with the remaining provisions of this clause 4.4.
4.4.2 Calculation of the Engagement Fee. The monthly Engagement Fee will be calculated in respect of each Candidate as follows: Commission Rate x Gross Remuneration, where:
(i) Gross Remuneration is the gross salary or gross payment payable to the Candidate in respect of the relevant month of their Engagement.
For example, if a Candidate is Engaged in January as an unpaid volunteer but commences paid Engagement in March and receives gross salary of £5,000 in respect of March, the Engagement Fee for that Candidate in January and March will be calculated as follows: the Commission Rate x £0, and for March it will be: the Commission Rate x £5,000.
By way of another example, if a Candidate is Engaged in January as a contractor and receives the following monthly gross remuneration: £2,000 in January; £5,000 in February and £4,000 in March, the Engagement Fee for that Candidate will be calculated as follows: Commission Rate x £2,000 in January, Commission Rate x £5,000 in February, and Commission Rate x £4,000 in March.
(ii) the Commission Rate is the percentage rate set out in the Subscription Package which you had selected when you Approached the Candidate, unless clause 4.4.2 (iii) below applies; or
(iii) if you have selected one of our Subscription Packages which apply to a fixed maximum number of Engagements per year (a Quota), and you (or a third party to whom you introduce a Candidate) Engage a Candidate or Candidates in excess of that Quota, the Commission Rate for every Candidate Engaged in that year in excess of the Quota, will be the highest rate set out in the Subscription Plan on the date when you Approach the relevant Candidate.
For example, if you have selected a Subscription Package with a Quota of three Engagements per year and a Commission Rate of 1% and make a forth Engagement in that year (whilst the highest rate in our Subscription Plan at the time when you Approached that forth Candidate was 6%), the Engagement Fee in respect of that fourth Engagement will be: 6% x Gross Remuneration (not 1% x Gross Remuneration).
4.4.3 Commission Period. You must continue to pay us the Engagement Fee in respect of each Candidate for each month of the Commission Period, subject to the following:
(i) if a Candidate ceases to be Engaged during the Commission Period for any reason, your liability to pay the Engagement Fee to us in respect of that Candidate will cease when that Engagement ceases; and
(ii) if that Candidate is re-Engaged during the Commission Period, your liability to pay us the Engagement Fee will resume and will continue until the end of the Commission Period.
4.5 Records and reporting.
4.5.1 Reporting. You must, in respect of Engagement (and re-Engagement) of each Candidate:
(i) inform us of an acceptance by a Candidate of any offer of Engagement and re-Engagement as soon as practicable, and in any event within seven days of the acceptance by that Candidate of that offer, and provide us fully and accurately with such information about that Engagement or re-Engagement as we may reasonably require for the purpose of calculating our Engagement Fees in respect of that Candidate (including the start date of the Engagement or re-Engagement, the agreed Gross Remuneration, and the period which that Gross Remuneration covers);
(ii) inform us fully and accurately of any Material Change as soon as practicable, and in any event within seven days of that Material Change occurring; and
(iii) provide us, when requested, fully and accurately with such other information in respect of that Candidate’s Engagement and re-Engagement as we may reasonably require in order to enforce our right to receive the Fees under this Contract,
in each case, by email, or by inputting such information on your Account, or by such other method as we may reasonably request or agree with you from time to time.
4.5.2 Failure to provide accurate information. Without limiting or affecting any other right or remedy available to us, if you fail to provide us with timely, complete, and accurate information, we will have the right to rely on the information available to us to make a decision on the level of Engagement Fees payable by you to us, and you will be liable for such Engagement Fees unless and until you provide as with accurate and complete information.
For example, if you inform us of Gross Remuneration of a Candidate but fail to specify the period it covers, we may calculate our Engagement Fees on the assumption that such Gross Remuneration covers one month of the Candidate’s Engagement; or if you fail to inform us that the Candidate’s Engagement has ended before the end of the Commission Period, we will continue charging our monthly Engagement Fees to you until the end of the Commission Period.
4.5.3 Fee Reconciliation. Where, for any reason, the Engagement Fees charged to you in any Billing Period are not accurate (for example, because you failed to notify us of a Material Change in time for such Material Change to be reflected in our Engagement Fees in that Billing Period), we will recalculate those Engagement Fees when the relevant accurate information becomes available to us, and charge any underpayment or credit any overpayment to your Account on the following Payment Date.
4.5.4 Records. You must, in respect of Engagement of each Candidate:
(i) during each Commission Period and for the period of two years after the end of that Commission Period maintain full and accurate records of all information required for the purpose of your compliance with clause 4.5.1 above, including details of all Gross Remuneration payable to each Engaged and re-Engaged Candidate during the Commission Period; and
(ii) in case of a dispute between you and us as to the Engagement Fees payable by you to us, permit us or an accountant instructed by us to inspect such records.
4.6. Invoicing and payments
4.6.1 Payment Cards. Where you have provided us with details of your Payment Card pursuant to clause 2.1(ii), you authorise us to bill such Payment Card during the term of this Contract for the Fees monthly on each Payment Date. Where, for any reason, the applicable Fees (or any applicable interest on the Fees pursuant to clause 4.10) cannot be charged to the Payment Card in part of in full, we will invoice you for the unpaid part of the Fees (and/or interest on the Fees).
4.6.2 Invoicing. We will raise an invoice in respect of our Fees in each month in which any Subscription Fees and/or Engagement Fees are payable by you to us, unless we are unable to raise an invoice in respect of an Engagement Fee in the relevant month due to your failure or delay to comply with your obligations under clause 4.5, we will raise an invoice when we obtain the required information.
4.6.3 Payment terms. Each invoice is due for payment fourteen days from the date on which we send it to you.
4.6.4 VAT. All amounts stated are exclusive of VAT and any other applicable taxes, which, if applicable, will be charged in addition at the rate in force at the time you are required to make payment.
4.6.5 Reference numbers. When making a payment you will quote relevant reference numbers and the invoice number. Failure to do so may risk the initiation of our credit control and debt collection procedures.
4.6.6 No set-off or withholding. You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting our other rights or remedies, set off any amount that you owe to us against any amount payable by us to you.
4.7 We are not responsible for any third party payments. Our Fees are for the provision of the Services only and not in respect of any salary or any other payment due to any Candidate or to any third party in respect of an Engagement of that Candidate. It is your responsibility to account for any tax, national insurance or any other tax or social security contributions attributable to the Engagement of the Candidate.
4.8 If you withdraw an offer of Engagement. If, after an offer of Engagement has been accepted by a Candidate, you withdraw the offer, you will be liable to pay us a cancellation fee of 100% of the Engagement Fee which would otherwise have been due in respect of that Engagement in the first full month of that Engagement.
4.9 Discounts. We may from time to time, at our total discretion, grant you such discounts on our total Fees or any part of our Fees, as we consider appropriate. If we do that, it does not mean that you are entitled to receive a discount on any other occasion, or that the level of a discount given on another occasion must be the same as granted previously. You will be able to view any discounts applied to our Fees via your Account.
4.10 Interest on late payments. If you fail to make any payment due to us under the Contract by the due date for payment, then you shall pay interest on the overdue amount at the rate of 6% per cent per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount. Furthermore, we may, at our discretion, suspend or cancel your Account (and end our Contract with you) with immediate effect and without further notice.
4.11. Changes to our Payment Plan and Fees. If we change our Payment Plan or our Fees during the Term, we shall notify you at least one month in advance of any changes so that you have a chance to consider the new Fees. The new Fees will take effect from the date specified in the notification, which will be not less than one month after the date that we send that notification to you. If you do not accept the new Fees, you may terminate the Contract in accordance with clause 8.2 by giving us one month’s written notice.
5.1 The security of our Database is of paramount importance to us. You agree to take all measures necessary to ensure that you comply with our security policies and you will ensure that your Operators do likewise, providing them at your expense with any training that is necessary for that purpose. In particular, you will ensure that all Credentials are stored securely and that passwords chosen are sufficiently strong to withstand social hacking techniques.
5.2 You will co-operate with any investigation relating to security that is carried out either by us or by a third party authorised to do so either by us or under applicable law.
5.3 In addition and without prejudice to any security policies that we may institute from time to time, should we become aware that you are making use of the Services for any purpose that endangers the security, safety or wellbeing of Candidates, we may, at our discretion, suspend the delivery of the Services or terminate the Contract with immediate effect and without notice.
5.4 You agree to remain alert to security breaches and to inform us promptly if you become aware of the same.
6.1 This clause sets out the various promises you make when forming this Contract with us and defines your obligations under these Conditions. You will;
6.1.1 not attempt to replicate or reproduce the Database or the Services whether during the Term or for a period of one calendar year from the Termination Date;
6.1.2 set up as Operators only those individuals with whom you have a contractual arrangement (whether as employees, self-employed contractors or employees of contractors);
6.1.3 not remove, suppress or modify (or attempt to any of those things) any proprietary markings including any trade marks or legal notices concerning the ownership of Intellectual Property Rights that appear on the Website or the System. You also agree not to alter, post or create any material whether within or outside the System for the purpose of promoting your deployment of the Services that might confuse Candidates or third parties as to the ownership of the System and Website or that might affect the distinctiveness of our trade marks, trade dress or other indicia, whatever that might be;
6.1.4 be solely responsible for providing and maintaining any equipment or network connectivity that you use to access the Services. You acknowledge that we will not be liable for your failure to access the Services where that failure can be attributed in whole or in part to any error, fault or failure that is not within our ownership or control;
6.1.5 not resell, remarket or otherwise distribute the Services or any part of them, other than where you are an agency providing services to your own client (as referred to in the Acceptance section of these Conditions);
6.1.6 at your own cost, obtain and maintain all necessary permissions, consents and licences to enable your Operators to use the Services in the countries in which they are based; and
6.1.7 at your own cost, comply with all applicable conventions and codes of practice and all applicable laws, regulations, and other similar forms of legislation and be responsible for obtaining all regulatory approvals (or relief from the need for regulatory approval) in all relevant jurisdictions that may relate to your use of the Services.
6.2 You warrant that any communication that you or your Operators have with Candidates in making or following an Approach will not infringe the Intellectual Property Rights of us or any third party, nor will that communication contain anything that is offensive, obscene, abusive, libellous, false, deliberately misleading, or is otherwise illegal, nor will you make use of the Services for the distribution of unsolicited commercial mailings (otherwise known as ‘spam’). In order to mitigate the damage done by the posting of such a breach (whether such communication has been given deliberately or accidentally) we shall, as soon as we become aware that there may be an issue, immediately suspend your Account whilst we investigate. We may also, in more serious cases, at our discretion terminate this Contract with immediate effect and delete your Account.
6.3 You further warrant that all information that you provide concerning your business, your Operators and any opportunities you wish to present to Candidates is accurate and up-to-date. You undertake to update all such information should circumstances render it out-of-date or inaccurate in any material respect.
6.4 You will satisfy yourself as to the suitability of any Candidate for the opportunity in respect of which you have made an Approach. Without prejudice to the generality of the foregoing, you acknowledge and agree that it is your responsibility to:
6.4.1 take up and verify references relating to the Candidate’s qualifications, skills, character and experience;
6.4.2 check the validity of the Candidate’s qualifications;
6.4.3 ensure, where appropriate, that the Candidate is capable of operating any equipment or machinery to the necessary level;
6.4.4 obtain any work or other permits needed by the Candidate; and
6.4.5 ensure that the Candidate satisfies any medical requirements or other qualifications that may be appropriate or required by law.
6.5 You will notify us immediately on the occurrence of the first of the following events:
6.5.1 a Candidate accepts an offer of Engagement from you; or
6.5.2 the commencement of an Engagement by a Candidate, if no acceptance is formally given.
6.6 By agreeing to Engage or make use of a Candidate in any way, you will be liable to pay our Fee as described further at clause 4.
6.7 If you introduce any Candidate to any third party, whether directly or indirectly, including any Affiliate, and that introduction results in an Engagement of the Candidate by that third party, you will:
6.7.1 immediately notify us of the Engagement; and
6.7.2 pay to us the Fee due in accordance with clause 4 as if you had Engaged the Candidate, unless the Engagement occurs more than 12 months after your Approach to the Candidate.
6.8 You undertake not to employ or seek to employ any member of our staff. If any member of our staff nevertheless accepts an Engagement with you within 12 months of leaving us, you will pay a Fee to us as if that member of staff had been a Candidate subject to an Approach from you.
6.9.1 confirm that you are not aware of anything that may cause a detriment to the interests of the Candidate if you Engage that Candidate; and
6.9.2 will inform us immediately if you become aware of any circumstances that would render such Engagement detrimental to the interests of the Candidate.
7.1 In this clause 7, we use additional terms, which have the following meanings:
7.1.1 Agreed Purpose means the performance by each party to this Contract of its obligations and the exercise of its rights under this Contract; compliance by each party with its obligations under the applicable laws; accounts and administration of the Contract; business and marketing analytics; improvements to the Database, Services, System and/or Website; and such other purposes as we may agree in writing from time to time;
7.1.2 “controller”, “processor”, “data subject”, “personal data”, “personal data breach”, “processing” and “appropriate technical and organisational measures” have the same meanings as in the Data Protection Legislation;
7.1.3 Data Transfer Agreement means the standard contractual clauses for the transfer of personal data to third countries adopted by the European Commission in Decision 2004/915/EC, and which apply to you and us, if you are established in a third country as explained in clause 7.5;
7.1.4 EEA means European Economic Area;
7.1.5 Shared Personal Data means the personal data to be shared between you and us under this clause 7 for the Agreed Purpose, which may include the personal data of:
(i) Candidates, including: name; address; contact details; nationality; identity documents; photographs; education and employment history; work experience; any documents or information provided by the Candidates or received or generated in respect of the Candidates; details of job applications, Approaches, interviews, job offers, placements, Engagements, salary; and any communication with the Candidate or in respect of the Candidate;
(ii) individuals engaged by us in the performance of our obligations and exercise of our rights under this Contract, whether employed by us or not, including: name, business name, business address, business contact details, job title;
(iii) those of your Operatives who are individuals, including: name, business name, business address, business contact details, job title, Credentials; and
(iv) any other personal data which we may from time to time agree in writing to share.
7.2 You acknowledge that, during the term of this Contract, we will be sharing Shared Personal Data controlled by us with you, and you will be sharing Shared Personal Data controlled by you with us in connection with this Contract for the Agreed Purpose.
7.3 You warrant to us that you will, at all times, process the Shared Personal Data in compliance with the Data Protection Legislation and with applicable national data protection laws. In the event the data applicable protection laws or approach to compliance in the United Kingdom and the country where you or a data subject of the Shared Personal Data are based conflict, you will comply will the requirements of the country that requires stricter protection of the relevant Shared Personal Data.
7.4 Without limiting the generality of clause 7.3, you will:
7.4.1 process the Shared Personal Data only for the Agreed Purpose;
7.4.2 ensure that you have all necessary appropriate notices, (and, where applicable, consents) in place to enable lawful disclosure of the Shared Personal Data to us for the Agreed Purpose;
7.4.3 not disclose or allow access to the Shared Personal Data to anyone other than your Operatives or processors;
7.4.4 ensure that your Operatives are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this clause 7;
7.4.5 only use such processors for the purpose of processing Shared Personal Data that provide sufficient guarantees to implement appropriate technical and organisational measures to protect Shared Personal Data;
7.4.6 ensure that you have written contracts in place with all of your processors, which, as a minimum, include the mandatory controller to processor provisions as required by the Data Protection Legislation;
7.4.7 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;
7.4.8 notify us without undue delay on becoming aware of a personal data breach involving the Shared Personal Data;
7.4.9 not transfer any Shared Personal Data disclosed by us outside of the EEA unless such transfer complies with the conditions set out in the Data Protection Legislation in force in the UK at the time of such transfer and
7.4.10 maintain complete and accurate records and information to demonstrate your compliance with this clause 7.
7.5 Transfers of personal data outside the EEA are subject to special rules under the Data Protection Legislation.
7.5.1 If you are based in the EEA or one of the countries in respect of which the European Commission has made an adequacy decision, we can share personal data with you without putting in place any additional data export safeguards, and the Data Transfer Agreement does not apply to you. The current list of countries in respect of which an adequacy decision has been made are available on the European Commission’s website.
7.5.2 If you are established elsewhere, we can only transfer personal data to you, if additional safeguards are provided, such as standard contractual clauses adopted by the European Commission. As such, if you are based in such third party, the Data Transfer Agreement does apply to you and us, and you must also accept the terms set out in the Data Transfer Agreement before we can commence the provision of the Services to you under this Contract. In the Data Transfer Agreement, the term “data exporter” means us, and the term “data importer” means you as defined in these Conditions.
7.6 We and you agree, in respect of the Shared Personal Data, to assist each other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party will:
7.6.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
7.6.2 promptly inform the other party about the receipt of any data subject access request;
7.6.3 provide the other party with reasonable assistance in complying with any data subject access request;
7.6.4 not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party;
7.6.5 assist the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, notification of personal data breaches, impact assessments and consultations with supervisory authorities or regulators;
7.6.6 notify the other party without undue delay on becoming aware of any personal data breach affecting the Shared Personal Data disclosed to it by the other party; and
7.6.7 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation.
7.7 You will in respect of the Shared Personal Data at all times comply with the Data Protection Legislation, and agree:
7.7.1 that any material breach of your obligations under this clause 7 will, if not remedied within 14 days of written notice from us, entitle us to terminate this Contract in accordance with clause 8.3.1; and
7.7.2 to indemnify us against all claims and proceedings and all liability, loss, costs, fines and expenses incurred by us as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach of this clause 7 and/or the Data Protection Legislation by you, your Operative, Affiliate, and/or processor.
8.1 This Contract will commence on the Commencement Date and will continue until terminated in accordance with these Conditions.
8.2 Without limiting any other rights or remedies, either of us may terminate the Contract by giving the other one month’s written notice.
8.3 Without limiting any other rights or remedies, either of us may terminate the Contract with immediate effect by giving written notice to the other if:
8.3.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
8.3.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
8.3.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
8.3.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
8.3.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
8.3.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
8.3.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
8.3.8 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
8.3.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
8.3.10 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.3.1 to clause 8.3.9 (inclusive);
8.3.11 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
8.3.12 the other party's financial position deteriorates to such an extent that in the reasonable opinion of the party seeking to terminate the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
8.3.13 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
8.4 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment and fail to pay all outstanding amounts within 14 days after being notified in writing to do so.
8.5 Without limiting our other rights or remedies, we may suspend provision of the Services under the Contract or any other contract between you and us if you become subject to any of the events listed in clause 8.3, or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
8.6 We will delete your Account following termination, however it comes about. We will retain in full the Fees that you have paid to us and you will remain liable for any and all sums accrued and which are due prior to, on or after the effective date of termination. If you have cancelled your credit card mandate when we attempt to make collection, we will forward you an invoice for the outstanding sum, payable within 14 days.
8.7 Except as these Conditions expressly provide otherwise, the termination of the Contract between us will not affect the accrued rights, remedies, obligations or liabilities or either party (including your obligation to pay us Fees in respect of Engagements which commence after the date of the termination of the Contract but before the expiry of 12 months from the date of the Approach).
9.1 You acknowledge that all Intellectual Property Rights in the Services including the Database, System, our platform and Website are and shall at all times belong to us or our licensors. No rights to or property in the Services shall pass to you and you are not permitted to modify, adapt or create derivative works from the Services or any part of them save where we provide functionality through the System for just such a purpose. We grant to you a licence to use the Account, Database, and System only to the extent required to enable you to benefit from the Services according to these Conditions and we warrant that we are entitled to grant that access.
9.2 If any action or proceeding is brought by a third party: (a) against you in respect of any alleged infringement of any Intellectual Property Right arising as a result of your use of the Services, or (b) against us in respect of any alleged infringement or any Intellectual Property Right in respect of the Content, then the threatened party shall be indemnified by the other party from and against all costs, damages, liabilities, and losses agreed to be paid by way of settlement or compromise by, or finally awarded against the threatened party as a result of or in connection with such claims of infringement provided that:
9.2.1 the indemnified party shall notify the other party in writing of any such allegation or claim within seven days of becoming aware of the same;
9.2.2 the indemnified party shall make no verbal or written admission relating to the claim without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed; and
9.2.3 the indemnifying party (or any person nominated by it) shall at its own expense be entitled to conduct and/or settle all negotiations and litigation so arising and the indemnified party shall at the other party's expense give to the other party (or any person nominated by it) such reasonable assistance in connection therewith as the indemnifying party from time to time may reasonably request.
9.3 The exclusions and limitations under condition 11 shall not apply to the indemnity under condition 9.2. The indemnity under clause 9.2 shall constitute the entire remedy available to the indemnified party as a result of the breach by the indemnifying party of any warranty it has given under this clause 9.
9.4 In the event of any claim or allegation in respect of breach of any Intellectual Property Rights being made in respect of the delivery of the Services or the use of the System, we may:
9.4.1 obtain the right for you to continue using the Services and/or System in the manner permitted under these Conditions; or
9.4.2 modify the Services and/or System so as to avoid the alleged infringement provided that such modification shall not materially detract from the overall performance of the Service; or
9.4.3 terminate the Contract with immediate effect.
10.1 We warrant that the Services will comprise of the facilities and functionality described on the Website from time to time. Should you come across an element of functionality that is not operating correctly, you may inform us of this by contacting us by email addressed to email@example.com, pointing out the nature of the error and the time and date at which it was encountered. We shall use reasonable endeavours to replicate the error and, should we be able to isolate and identify the cause of the error, we will fix it as soon as reasonably practicable.
10.2 We will not be liable for any deficiency in the Services attributable to operator error, deficiencies or errors relating to any third party component not provided by us or third part connectivity needed by you to connect to the System and access the Services, nor shall we have any obligation under this condition where difficulties you have encountered are as a result of your use of the Services and the System for a purpose for which they are not intended or in a manner that is not consistent with these Conditions or as a result of the negligence or wilful misconduct either of yourself or your Operators.
10.3 We do not have any direct contact with the Candidates nor do we fact check the information they provide. On that basis we do not warrant that the Content provided by each will be accurate, up to date or a true reflection of that Candidate. We provide the Database to you free from any recommendations and you accept that it is your responsibility to search the Content for Candidates who may be suited to a particular role in your organisation.
10.4 From time to time, it is necessary to carry out planned maintenance on the System, which may result in the Services being unavailable for a period of time. We will try to give you at least three days’ notice of planned maintenance, informing you of the likely period of the interruption, and we shall endeavour to ensure that such interruptions take place at the quietest times, but we reserve the right to make interruptions on short notice in order to remedy significant problems that are impacting the delivery of the Services or giving rise to security risks.
10.5 We do not warrant that the System or the Website will be available at any given time or that your use of the System and/or the Database shall be uninterrupted or error-free.
10.6 You accept and agree that we give no warranty as to the suitability of any Candidate for any purpose.
11.1 Where any of the obligations relating to the delivery of the Services are sub-contracted by us to a third party, we will remain liable for the acts and omissions of those contractors as if they were our own.
11.2 OUR LIABILITY TO YOU IN RESPECT OF ALL OTHER CLAIMS, LOSSES OR DAMAGES, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE UNDER OR IN CONNECTION WITH THESE CONDITIONS ARISING IN ANY CALENDAR YEAR COMMENCING ON THE COMMENCEMENT DATE OR AN ANNIVERSARY THEREOF (WHERE, FOR A SERIES OF CONNECTED CLAIMS, THE CALENDAR YEAR IN QUESTION SHALL BE THE FIRST SUCH YEAR OF THE FIRST EVENT GIVING RISE TO A CLAIM), SHALL IN NO EVENT EXCEED THE AGGREGATE OF ALL FEES PAID OR PAYABLE BY YOU IN THAT PERIOD.
11.3 SUBJECT TO CONDITIONS 11.2 AND 11.4, WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE; OR ANY LOSS OF PROFITS, TURNOVER, DATA, BUSINESS OPPORTUNITIES, ANTICIPATED SAVINGS OR DAMAGE TO GOODWILL (WHETHER DIRECT OR INDIRECT).
11.4 Nothing in these Conditions shall act or be construed so as to act in any way to limit our liability for;
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or sub-contractors (as applicable); or
(b) fraud or fraudulent misrepresentation by us or our employees.
11.5 Neither we nor any of our staff will be liable to you for any loss, injury, damage, expense or delay incurred or suffered by you arising directly or indirectly from or in any way connected with your Approach to or Engagement of a Candidate, unless such loss, damage, costs or expenses are the direct result of our negligent acts or omissions. In particular, but without limiting the generality of the foregoing, we will not be liable for any loss, injury, damage, expense or delay arising from or in any way connected with:
11.5.1 any failure of a Candidate to meet your requirements for all or any of the purposes for which you require a Candidate;
11.5.2 any act or omission of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; or
11.5.3 any loss, injury, damage, expense or delay suffered by a Candidate and which the Candidate seeks to recover from you.
12.1 We will treat as confidential all data that you upload to your Account but which you do not intend to make public, such as information relating to your Account or notes to be accessed by your Operators for the purpose of making use of the Services or information that you do not wish to make known to a Candidate about your business or the opportunity for which you are seeking to recruit until after such a Candidate has accepted your Approach.
12.2 We will not be liable to you for our failure to deliver the Services for any reason that is beyond our reasonable control.
12.3 We are satisfied that our delivery of the Services will comply with English law. You will ensure that when making use of the Services, you (and your Operators) will comply with all applicable laws and regulations whether under English law or the law of your own jurisdiction, wherever that happens to be. We will not be liable should you (or your Operators) fail, whether directly or indirectly, deliberately or accidentally, to comply with those laws and regulations and you will indemnify us for any loss or expense we incur as a result of dealing with any investigations, claims or other regulatory or civil action that occurs as a result of that failure.
12.4 We (which is to say, you and us) are independent businesses that are not operating in partnership or in any kind of principal/agent or employer/employee relationship, nor in any other relationship of trust to each other.
12.5 In order to have the effect intended for them, some of the provisions of these Conditions will survive the termination of the Contract, however that might come about.
12.6 The unenforceability of any part of these Conditions will not affect the enforceability of any other part.
12.7 Just because we do not insist on your compliance with any one or more of your obligations under these Conditions does not mean that we waive our right to insist on that compliance at some later date.
12.8 There may be occasions when the law requires information that we give you or communications you wish to send us have to be in writing. Where that is the case, you agree that such communications and information may be transmitted electronically. Nevertheless, if you wish to write to us in hard copy, you may address your letter to the registered office address given at the top of these Conditions. For the purpose of these Conditions, you may deem that we have received that letter seven days after the date you have posted it (to give us the chance to collect it).
12.9 You recognise that your breach (or threatened breach) of these Conditions may cause irreparable harm to us and that in such a situation, we are entitled to seek an injunction or other equitable relief to prevent that breach or further occurrences of that breach in future.
12.10 With regard to any indemnity given by you to us or us to you under these Conditions, the party with the benefit of that indemnity will take all reasonable steps to reduce or mitigate the loss covered by that indemnity.
12.11 No person who is not a party to our Contract with you shall have any rights under the Contracts (Rights of Third parties) Act 1999 to rely upon or enforce any of the provisions of these Conditions. However, this does not affect any right or remedy of the third party that exists or is available apart from that Act.
12.12 The Contract between you and us incorporates these Conditions to the exclusion of all others, , and, save as provided in clause 7.5.2, constitutes the entire agreement and understanding between us and you in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous agreement between us in relation to such matters. You agree that in entering into the Contract, you do not rely upon, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in these Conditions and any document referred to in them. The only remedy available to you in respect of any such statements, representation, warranty or understanding shall be for breach of contract under the terms of these Conditions.
12.13 We may vary these Conditions on written notice to you. Should you continue to use our Services following the imposition of the new version of the Conditions, you will be deemed to have accepted the Conditions as altered by those changes and our Contract with you will be deemed to have been varied accordingly. If you consider the changes to the Conditions to be unacceptable, your sole remedy shall be to cease the use of the Services prior to the changes in question taking effect and end the Contract in accordance with clause 8.2.
12.14 You may not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Contract. 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 the Conditions.
12.15 These Conditions and our Contract with you are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the English Courts.