TERMS AND CONDITIONS
The following definitions and rules of interpretation apply in these Terms and Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance with Clause 5 (Charges and Payment) and as listed in Schedule 1.
Commencement Date: has the meaning set out in Clause 2.2.
Contract: these Terms and Conditions between the Supplier and the Customer for the supply of Services.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Customer: the person or firm, company or corporation who purchases Services from the Supplier as listed in Schedule 1.
Customer Default: has the meaning set out in Clause 4.2.
Data Controller: has the meaning set out in the Data Protection Act 2018.
Data Subject: an individual who is the subject of Personal Data.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright, neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order Form: the Customer’s order for Services as set out in Schedule 1.
Personal Data: has the meaning set out in the Data Protection Act 2018 and relates only to personal data, or any part of such personal data, in respect of which the Customer is the Data Controller and in relation to which the Supplier is providing Services under these Terms and Conditions.
Platforms(s): the websites that Customer wishes the job advertisements to be placed as listed in Schedule 1.
Processing and process: have the meaning set out in the Data Protection Act 2018.
Services: the services supplied by the Supplier to the Customer including either; the creation, Text and upload of the job advertisement or just upload of the job advertisement included in the Specification in Schedule 1.
Specification: the description or specification of the Services provided in writing by the Supplier to the Customer as listed in Schedule 1.
Supplier: Socially Recruited Ltd registered in England and Wales at 42 Upper Berkeley St, London W1H 5PW with company number 10942594.
Supplier Materials: has the meaning set out in Clause 4.1(g).
Term and Conditions: these Terms and Conditions as amended from time to time in accordance with clause 11.5.
Text: as defined in Schedule 1.
Timeline: as defined in Schedule 1.
Website: the Supplier’s website currently https://sociallyrecruited.com.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Any reference in this Agreement to a Clause or Schedule is a reference to a Clause of or a Schedule to these Terms and Conditions, and references to paragraphs are to paragraphs in the Schedule in which such paragraph appears.
Basis of contract
The Order Form (as set out in Schedule 1 below) constitutes an offer by the Customer to purchase Services in accordance with these Terms and Conditions.
The Order Form shall only be deemed to be accepted the date when the Supplier issues the Order Form to the Customer at which point and on which date these Terms and Conditions shall come into existence (Commencement Date).
Any samples, drawings, Text and descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s adverts, catalogues or brochures or Website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of these Terms and Conditions or have any contractual force.
These Terms and Conditions to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of thirty (30) Business Days from its date of issue.
Supply of Services
The Supplier shall supply the Services to the Customer in accordance with the Specification as set out in Schedule 1.
The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Timeline in Schedule 1, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
The Customer shall inform the Supplier of the details of the job advertisement it wishes Supplier to use. Then Supplier, under Customers instructions, shall either use the Text provided by the Customer or taking the job advertisement details draft new Text. Where new Text is drafted Supplier will seek the Customers written approval before the job advertisement goes “live” on the Platforms.
The Platforms will be chosen by Supplier dependent on the job advertisement and the spend/budget on the job advertisement.
The Supplier reserves the right to amend The Order Form if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
Upon completion of the Advertisement on the Platforms in the Timeline, Supplier will then produce a “Report” to the Customer. This Report will include the metrics across all Platforms collated in “real time” including number of click-throughs and the time and date the job advertisement got the most internet traffic. For the avoidance of doubt the Charges will be upon the uploading of the job advertisement going “live”, and not contingent upon any results within the Report.
Within the Charges Supplier will provide “Campaign Management” and advise the Customer how best to maximise the Customers job advertisement on the Platform(s). However, Supplier makes no guarantees or warranties as the success or otherwise of the job advertisement and the Customer hereby acknowledges and accepts this.
The Campaign Management will include adjudicating the Customers job advertisement, contained within this is; hiding, deleting and interacting with any comments or questions linked to the Customers job advertisement. Any language the Supplier use in the Campaign Management will be fair and reasonable. The Customer acknowledges and accepts that the Supplier is not liable for any negative comments, posts or links from third parties associated with the Customers job advertisement or any loss to the Customer as listed in Clause 8.2. However, Customer acknowledges and accepts that the Campaign Management does not include managing the Customers short URL link and the Customers website for the application and further details of the job advertisement.
The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
The Customer shall:
ensure that the terms of the Order Form and any information it provides in the Specification are complete and accurate;
co-operate with the Supplier in all matters relating to the Services;
provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start, including but not limited to clearance of the use of the Text;
comply with all applicable laws, including but not limited to copyright and trademark laws;
keep all materials, equipment, documents and other property of the Supplier (“Supplier Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and
comply with any additional obligations as set out in the Specification.
It is the Customers sole responsibility and warrants that it shall have a working short URL link and website that gives further detail of the job application of the job advertisement. This includes user friendly URL links to both laptop, desktop, tablet and mobile devices. Supplier does not take any responsibility for these in these Terms and Conditions.
If the Supplier’s performance of any of its obligations under these Terms and Conditions is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Clause 4.3; and
the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Charges and payment
The Charges for the Services shall be calculated on a fixed fee basis, in addition, the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding twelve (12) month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be the latest available figure for the percentage increase in the Retail Prices Index.
The Supplier shall invoice the Customer upon commencement of the Customer’s job advertisement being posted “live”.
The Customer shall pay each invoice submitted by the Supplier:
within thirty (30) days of the date of the invoice; and
in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of these Terms and Conditions.
All amounts payable by the Customer under these Terms and Conditions are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under these Terms and Conditions by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
If the Customer fails to make a payment due to the Supplier under these Terms and Conditions within seven (7) days from the due date, then, without limiting the Supplier’s remedies under Clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 5.6 will accrue each day at eight per cent (8%) a year above the Bank of England’s base rate from time to time, but at per cent (8%) a year for any period when that base rate is below 0%.
All amounts due under these Terms and Conditions shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Intellectual property rights
All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer to Supplier) shall be owned by the Supplier.
The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of these Terms and Conditions to use the Suppliers Materials (excluding materials provided by the Customer) for the purpose of receiving and using the Services in its business.
The Customer shall not sub-license, assign or otherwise transfer the rights granted in Clause 6.2.
The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of these Terms and Conditions for the purpose of providing the Services to the Customer.
DATA PROTECTION AND DATA PROCESSING
The Customer and the Supplier acknowledge that for the purposes of the Data Protection Act 1998, the Customer is the Data Controller and the Supplier is the data processor in respect of any Personal Data.
The Supplier shall take reasonable steps to ensure the reliability of all its employees who have access to the Personal Data.
Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
The Supplier warrants that, having regard to the state of technological development and the costs of implementing any measures, it will:
take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
the nature of the data to be protected including the security measures; and
take reasonable steps to ensure compliance with those measures.
Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this Clause 7.
The Customer acknowledges that the Supplier is reliant on the Customer for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly from the Customer’s instructions.
The Supplier may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractor’s contract:
is on terms which are substantially the same as those set out in these Terms and Conditions; and
terminates automatically on termination of these Terms and Conditions for any reason.
Limitation of liability:
Nothing in these Terms and Conditions shall limit or exclude the Supplier’s liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
fraud or fraudulent misrepresentation; or
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
Subject to Clause 8.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions for:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, hardware, electronic device, data or information;
loss of damage to goodwill; and
any indirect or consequential loss.
Subject to Clause 8.1, the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions shall be limited to 100% of the total Charges paid under these Terms and Conditions.
The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms and Conditions.
This Clause 8 shall survive termination of these Terms and Conditions.
Without affecting any other right or remedy available to it, either party may terminate these Terms and Conditions by giving the other party thirty (30) day’s written notice.
Without affecting any other right or remedy available to it, either party may terminate these Terms and Conditions with immediate effect by giving written notice to the other party if:
the other party commits a material breach of any term of these Terms and Conditions and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under these Terms and Conditions has been placed in jeopardy.
Without affecting any other right or remedy available to it, the Supplier may terminate these Terms and Conditions with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under these Terms and Conditions on the due date for payment or there is a change of Control of the Customer.
Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under these Terms and Conditions or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under these Terms and Conditions on the due date for payment, the Customer becomes subject to any of the events listed in Clause 9.2(b) to Clause 9.2(d) or the Supplier reasonably believes that the Customer is about to become subject to any of them.
Consequences of termination
On termination of these Terms and Conditions:
the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
the Customer shall return all of the Supplier Materials which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with these Terms and Conditions.
Termination or expiry of these Terms and Conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms and Conditions which existed at or before the date of termination or expiry.
Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms and Conditions shall remain in full force and effect.
Force majeure. Neither party shall be in breach of these Terms and Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Terms and Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to; act of God, loss of internet connection, earthquake, flood, act of terrorism, volcano eruption and strike of work force.
Assignment and other dealings.
The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms and Conditions.
The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms and Conditions without the prior written consent of the Supplier.
Each party undertakes that it shall not at any time during these Terms and Conditions, and for a period of four years after termination of these Terms and Conditions, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 11.3(b) below.
Each party may disclose the other party’s confidential information:
to its employees, officers, representatives, subcontractors or advisers (including accountants and legal advisers) who need to know such information for the purposes of carrying out the party’s obligations under these Terms and Conditions. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 11.3; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these Terms and Conditions.
These Terms and Conditions constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into these Terms and Conditions it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions.
Nothing in this clause shall limit or exclude any liability for fraud.
Variation. Except as set out herein, no variation of these Terms and Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. A waiver of any right or remedy under these Terms and Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms and Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.
Any notice or other communication given to a party under or in connection with these Terms and Conditions shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case);
Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
Third party rights.
Unless it expressly states otherwise, these Terms and Conditions does not give rise to any rights under these The Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
The rights of the parties to rescind or vary these Terms and Conditions are not subject to the consent of any other person.
Governing law. These Terms and Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or its subject matter or formation.