Terms

Our Contract with You

These Terms apply to our proposal or order form (“Proposal”). They are the only terms which apply even if you attach your own terms and conditions to your purchase order or order confirmation and they can only be amended if we agree to do so in writing. Capitalised words not defined when you first see them are defined at the end.

Our Proposal and these Terms will be the contract between us once we confirm your order. Please read them carefully and let us know if you have any questions before doing so. In particular, we draw your attention to the limitation of liability and indemnity clauses below which is essential to the contract price.

Our Services

Our contract with you is for the supply of professional services, such as for training or IT development or running a marketing campaign, or for access to and use of our recruitment talent platforms (“Portal”).

The Proposal may outline the scope of the service (“Services”) and certain deliverables which you require (such as marketing content or a specific software product) and your timetable. Our obligation with respect to any such deliverable is to use reasonable endeavours to create it in accordance with the agreed specification but subject to Your Promises (see below).

Our Promises

We promise to provide our Services using reasonable care and skill and that we will use reasonable endeavours to meet any agreed timetable, although time is not of the essence.

Where our Services are delivered through the Portal, we do not guarantee that the Portal will always function perfectly nor will we be responsible for any period of unavailability of the Portal at any time or accept any liability for any events, such as system failures or unlawful hacking, which may result in data loss. All online business is inherently insecure and we do not promise that any emails or other electronic communications you may make or receive via the Portal will be free from viruses or other malware. You agree to be responsible for ensuring you operate such cyber security policies and systems as you deem appropriate.

We promise that the Portal will always comply with applicable law and you accept that we have the right to make any changes which are necessary as the law changes, or otherwise which do not materially affect the nature or quality of the Services.

Your Promises

You promise that all information you provide to us will be honest, accurate, relevant and complete. In particular, you promise that any vacancy you advertise will be genuine and described accurately and fully. You are responsible for information you provide to us (including, but not limited to data, information, materials and documents). We strongly recommend that you retain copies/back-up of everything you send us.

You promise that you have carefully checked all information which you have sent us and that we may rely on it. If we send you any proofs for approval, you agree to check them carefully and confirm your approval or provide corrections within five (5) working days. If you do not respond to our request for approval within that period, your approval shall be deemed to have been given. Despite the foregoing, if you send us anything that is incorrect or needs to be amended, or is for any reason lost or damaged, you accept that you will have to bear the additional costs incurred (including any design costs or wasted fees in placing adverts on third party websites or fees to reissue electronic marketing information).

If you provide us with any graphics, logos or other content, you will ensure they are in the format and resolution we specify and you grant us a limited licence to use them for the purposes of the Campaign. You promise that such graphics, logos and other content do not infringe the rights of any third party and you will indemnify us and hold us harmless should this not be the case. This indemnity survives termination of the contract.

If you are seeking to fulfil a vacancy, you promise that you will fairly describe the skill set required from a Candidate and the nature of the role you are advertising and the remuneration offered.

If you are using our Portal, you promise to keep any access codes and other information relating to your account on the Portal secure and confidential and only disclose them to your employees who are authorised to use the Portal on your behalf. You accept full responsibility for anyone using your Portal access codes and will indemnify and hold us harmless from any loss, damage or liability caused by unauthorised use of the Portal using your access codes. This indemnity survives termination of the contract.

As part of the Proposal, we will specify the number of user licences. Should we become aware that you are using more than the number of licences specified in the Proposal in any one 24-hour period you agree that we can charge you for an additional user in every month where this occurs. Additional users will be charged at our published prices, or as specified in our Proposal if not agreed in advance.

You will only use data in the Portal to contact Candidates about specific opportunities for traineeships, Apprenticeships, or entry level roles. You will not use data from the Portal for general promotions or marketing of your brand, events or your website. You will not under any circumstances transfer data from the Portal into any third-party system (whether directly or indirectly, including an applicant tracking system, Excel spreadsheet, client relationship management system, phone, email, SMS or any other electronic or physical data processing system). Breach of this clause will be a breach of these Terms and, where Personal Data is involved, a Data Security Incident.

Recruitment Services

If you instruct us to fulfil a role for you, you will pay us the Fee (irrespective of whether a Candidate is Engaged in this role).

You agree to notify us immediately if you offer an Engagement to a Candidate and also if a Candidate accepts your offer of an Engagement.

We reserve the right to withdraw a vacancy from our site after 28 days.

If you Engage a Candidate we have introduced to you in any position other than the position we were instructed to fill for you, you will pay us the Fee less any payments already made to us in respect of the Candidate.

Introductions of Candidates and their Personal Data are confidential. If you disclose a Candidate’s details to a third party, we call that a “third party introduction”. If it results in an Engagement of the Candidate by the third party within 6 months of our Introduction of the Candidate to you, then you will pay us the Fee. Any disclosure of Personal Data to a third party outside of these Terms will be a breach of these Terms and a Data Security Incident.

For Apprenticeships, you are responsible for arranging and contracting with a training provider.

While we may provide you with a CV or other information on a Candidate, you will be responsible for taking up any references and satisfying yourself as to the suitability of the Candidate for the position you are seeking to fill, including but not limited to right to work checks and eligibility for funding. We will obtain confirmation that the Candidate is willing to work in the position you are seeking to fill and will also carry out identity and suitability checks where we are legally required to do so.

To enable us to comply with the Conduct Regulations, you agree to provide the information prescribed by Regulation 18 (http://www.legislation.gov.uk/uksi/2003/3319/regulation/18/made) and any other information we may reasonably request.

Marketing Campaigns

Any specific Campaign we propose has been designed based on the information and requirements you have given us but no specific results can be guaranteed and you accept that you may not receive interest from candidates you wish to hire, or any interest at all.

Our Campaign proposals are valid for 30 days. If you do not agree to proceed within that period, we cannot guarantee our Fee or other costs set out in the Proposal.

We will use reasonable endeavours to carry out the Campaign in accordance with the agreed timetable but we will not be responsible for any delays which are outside of our control.

The nature of Campaigns means that third parties may be involved. We will inform you when this is the case and any terms you need to accept which you agree to abide by. Any software or online services provided to us by those third parties are provided to you on an “as-is” basis and you agree that we are not liable for any default by the third party.

A Campaign may involve us sending direct communications (either in our own name or on your behalf) to potential candidates (“Prospects”).

Where you have provided the contact information of the Prospects you shall be responsible for obtaining consent for the marketing activities under the Campaign in accordance with the requirements for consent set out under DP Law. You shall retain a record of these consents and shall notify us without delay in the event such consent is withdrawn. You shall provide us with evidence of the consent collected together with the privacy notice that has provided to Prospects informing them of how their Personal Data will be used for the marketing.

Where we agree to provide the Prospects, we confirm that the communication shall comply with DP Law. In this instance, you accept that you will not have any right to receive the Personal Data of any Prospects unless they expressly contact you, or they ask us to pass on their details to you, as a result of the Campaign.

IT Development Services

Any deliverable we create for you will be our own work (but see following note on open source software) and will not infringe the rights of any third party.

We shall retain all intellectual property rights in any deliverable but you will have a royalty-free, non-exclusive, perpetual licence to use the deliverable in your business for the purpose for which it was intended.

For much of our development, we use open source software tools as this helps us achieve the costs and timescales set out in our Proposal.

We promise that, if we create a deliverable using or incorporating open source software, you will have the benefit of the applicable open source licence and will be entitled use the deliverable in your business for the purpose for which it was intended.

Our Portals and Online Services

All intellectual property rights in or arising out of or in connection with the Portal and other online services we offer shall be owned by us or our licensors (“Service IPR”). We give you a limited non-assignable non-sublicensable licence to use the Service IPR in order to use our Services in accordance with this contract.

We do not guarantee that any online Campaign will be uninterrupted or error-free and accept no liability for any events, such as system failures or unlawful hacking, which may result in data loss.

All online communications are inherently insecure and we do not promise that any emails or other electronic communications we make will be free from viruses or other malware. You agree to be responsible for ensuring you operate such cyber security policies and systems as you deem appropriate.

Our Fees

Our Fees are as set out in the Proposal. For IT Development Services, the price set out in the Proposal has been compiled on a time and materials basis, taking account of the complexity of the project. Provided we have carried out the Services in each stage in accordance with the contract, our Fees will be due for that stage and will not depend on completing a subsequent stage (even if we agree to defer payment to a later date).

Please note that, once we have agreed the scope of work and/or specification with you, you will incur additional charges if you request any further changes to the scope or specification or request services outside of scope. In those cases, our standard rates will apply unless we agree a specific additional fee with you.

We take great care to understand your requirements during the scoping stage and will require you to approve any detailed specification which comes out of it. It is essential, therefore, that you explain any particular requirements during the scoping stage. Please note that, provided any deliverable we create is, on a reasonable assessment, materially in line with the agreed specification, you will be responsible for paying our Fee for the deliverable stage.

Paying our Fees

We will invoice you for our Services as detailed in the Proposal and payment is due within 14 days of the invoice date unless otherwise stated on the order form. You agree that we may review and increase our Fees during the period of any contract we have with you provided we do not do so more than once in any twelve (12) month period and give you at least three (3) months’ written notice.

All Fees quoted are exclusive of VAT and please note that interest will accrue at the statutory rate on any overdue sum.

The Term and Ending the contract

The initial term of the contract is set out in the Proposal. Where there is no initial term set out in the Proposal, the initial term will be 12 months. At the end of the initial term, the contract shall roll on a monthly basis, unless terminated in accordance with this clause.

We may terminate the contract on giving at least 30 days’ written notice at any time. You may only terminate the contract for convenience by providing us with at least 30 days’ written notice, such notice to take effect at the end of the initial term as specified in the Proposal. Upon completion of the initial term, you may terminate the contract at any time by providing us with at least 30 days’ notice.

Where you are in material breach of the contract or are in breach of DP Law or the data protection obligations in this contract we shall be entitled to terminate the contract immediately on written notice. Where we are in material breach of this contract, you may terminate the contract by providing us with 30 days’ notice.

In the event of termination:

• you may still be liable to pay our Fees, for example in respect to a recruitment project, following termination; and
• you will immediately pay us all of our outstanding unpaid invoices. We will also issue you an invoice for services performed up to the termination date which you will pay within seven days.

This obligation shall survive termination of this contract.

Confidentiality

We each undertake not at any time to disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other except (a) to our respective employees, officers, representatives or advisers (“Representatives”) who need to know such information for the purposes of the contract or (b) to third parties to whom disclosure is expressly permitted under the terms of this contract or (c) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither of us shall use the other’s confidential information for any purpose other than to exercise and perform our respective rights and obligations under or in connection with the contract. Our confidential information includes Personal Data of Candidates that you Process under this contract.

This obligation shall survive termination of this contract for a period of 12 months from termination.

Limitation of liability

Where you employ Candidates Introduced by us, you will comply with all applicable laws, including but not limited to the Working Time Regulations 1998, Health and Safety At Work etc. Act 1974, the Equality Act 2010, the Management of Health and Safety at Work Regulations 1999 (as amended) and with the requirements of the Disclosure and Barring Service and the Safeguarding Vulnerable Groups Act 2006 together with all other applicable legislation, rules and guidance which relates to the employment of young persons from time to time. You will indemnify and hold us harmless from any liability if you do not do so.

Where we carry out Campaigns for you, you will comply with the Codes of Practice of the Committee of Advertising Practice in England and Wales, as well as with applicable legislation. When we prepare any advert for you, we will use reasonable endeavours to verify with you that it complies with applicable legislation. However, it is your advert and, save as expressly provided otherwise in these Terms, you will be solely responsible for its content and will indemnify us and hold us harmless for anything arising out of its publication, distribution or use.

Under no circumstances will we be liable for any loss of profit or other economic loss or for any indirect, consequential or special damages, however they may be caused. However, nothing shall exclude our liability for fraud, for fraudulent misrepresentation or for death or personal injury due to our negligence.

Subject to the above, our total liability to you in respect to any matter arising out of or in relation to the contract or the performance of our Services shall not exceed the Fee set out in the Proposal. Each party hereby agrees that this amount, and the limitation and exclusions set out herein, are fair and reasonable in the circumstances.

This section shall survive termination of this contract.

Other legal stuff

Where relevant, we will be acting as an employment agency (as defined in section 13(2) of the Employment Agencies Act 1973) and Introducing Candidates to you for direct Engagement.

All information relating to a Candidate is confidential.

Our expectations of you for handling personal information of Candidates:

We are the Controller of any Personal Data provided to you for potential Engagement and you are our Processor.

As Processor you shall:

• only Process Personal Data in accordance with our written instructions (email included) to provide an Introduction (as detailed in the Data Protection Particulars) and as necessary to perform obligations under DP Law, except where otherwise required by law;
• only use Personal Data for the specific vacancies the Candidate has indicated an interest in or appears suitable for;
• not use any Personal Data to market your products and services (or those of third parties you work with) unless you have obtained the Candidate’s express consent;
• not copy any Personal Data you obtain access to through our Portal onto your own systems or to hard copy. We can provide you with reporting for an additional charge;
• not upload to the Portal derogatory comments or disparaging statements about a Candidate and/or any offensive or discriminatory language;
• restrict access to the Personal Data to those Representatives who need to access it for the purposes of the contract and ensure they are appropriately trained in DP Law;
• promptly comply with our request requiring you to delete, amend or transfer any Personal Data; and
• notify us as soon as reasonably possible if your Data Representative changes.

You will become a Controller in your own right when you make an offer of employment to a Candidate.

You warrant that you:

• have and will maintain throughout the term of the contract appropriate technical and organisational measures to Process Personal Data which shall ensure a level of security appropriate to the risk of Misuse, including (as appropriate) the measures referred to in Article 32(1) of the GDPR as enacted and implemented by the Data Protection Act 2018;
• will complete a privacy impact assessment for any material change to your technical and organisational measures and will disclose a copy of that assessment to us on request (any commercially sensitive information redacted);
• will provide reasonable assistance to us where we are required by DP Law to carry out any privacy impact assessment (or similar) in relation to the Processing under this contract; and
• will not transfer or otherwise Process any Personal Data outside of the European Economic Area without our prior written consent. In the event that transfers of personal data from the United Kingdom (UK) to the EEA become unlawful or require additional safeguards to effect a compliant transfer, you agree that you will not make any transfers of personal data from the UK to the EEA without our prior written consent and will take any additional steps as we may require to effect a compliant data transfer, including without limitation, executing Standard Contractual Clauses with the receiving party.

When you need to get in contact with us?

You shall notify us without delay (and in any event within 24 hours) if you become:

• aware that any instruction we provide would, in your reasonable opinion, infringe DP Law;
• aware of any Data Security Incident; and/or
• the subject of monitoring or investigation by a regulatory body.

You shall notify us as soon as reasonably practicable after receiving a Data Request. You shall provide us with reasonable assistance to enable us to respond to the Data Request as required by DP Law. You shall not respond to any Data Request directly unless we ask you to do so (in writing, email sufficient). This obligation shall not apply where you are obligated by DP Law to respond to the Data Request and/or where you are prevented from meeting your obligations on important grounds of public interest.

What do you need to do if there is a problem involving personal information?

On the occurrence of a Data Security Incident you shall:

promptly investigate and shall use reasonable endeavours to identify the root cause and prevent a reoccurrence;

• take appropriate measures to secure the Personal Data and reverse or mitigate the impact of the Data Security Incident on Data Subjects (at your cost);
• offer cooperation and assistance to us, including the provision, without delay, of the Data Security Particulars to enable us to fulfil our data breach reporting obligations in the timescales prescribed by DP Law; and
• not make any public statements, without our prior written consent (email included).

Can you sub-contract?

You must not sub-contract Processing of Personal Data to a third party without our prior written consent (email excluded). Where provided, you must have a written contract in place with the sub-processor containing (at a minimum) the same data protection terms as outlined in this contract and must provide us with a copy of the contract on request*.

You are fully liable for any breach of this contract by your sub-processors.

Passing Candidate Personal Data to an employer:

You may pass Personal Data of a Candidate to an employer offering a vacancy that the Candidate has indicated an interest in/appears suitable for, provided you have a written contract in place with that employer containing (at a minimum) the same data protection terms as outlined in this contract. Where we request it, you shall provide is with a copy of the contract in place between you and the employers you work with*. You shall be fully liable for any breach of this contract by such employers.

*Whenever we request a copy of a contract you will be entitled to redact any confidential or commercially sensitive information. Data protection obligations and rights should be visible.

Records and audit:

You shall maintain complete and accurate DP Records in order to demonstrate compliance with DP Law and this contract.

We may, on giving you reasonable prior written notice (email sufficient), enter onto your premises in order to inspect the DP Records and documentation which relates to Processing under the contract to assess compliance with this contract and DP Law. You shall provide us with access to all information, systems and Representatives that we may request. We shall be entitled to make copies of the DP Records at any time (at your cost). The requirement to give advanced notice of an audit under this clause shall not apply where we reasonably believe that you or your Representatives are in breach of DP Law or the terms of this contract. You shall secure from any third party Representative in receipt of Personal Data rights of audit for us and/or a regulatory body in terms equivalent to those detailed here.

You shall, if we ask, provide us with a copy of all Personal Data held by you and your Representatives in the format and on the media we reasonably specify and within the reasonable timescales we direct.

You shall at any time on written demand from us, or latest upon the expiry of the Data Retention Period, return or destroy (at our sole option) Personal Data you hold (or held by your Representatives). This obligation will not apply to the extent:

• you hold the Personal Data as Controller (having Engaged the Candidate in employment);
• you are required to retain the Personal Data by reason of law; or
• the Personal Data has been anonymised.

You must not otherwise destroy or dispose of Personal Data in your possession.

Your liability to us for misuse of personal data:

You agree to indemnify us and keep us indemnified from and against any loss which we suffer or incur as a result of a breach by you (or your Representatives) of your obligations under this contract and/or your obligations under DP Law, including without limitation:

• the costs of any investigation or corrective action required by a regulatory body or fines imposed;
• the costs of defending a claim made by a regulatory body or Data Subject;
• losses suffered, or incurred, by us, arising from a claim made by a third party against us relating to the Processing by you or your Representatives of Personal Data; and
• any other losses suffered or incurred by us relating to the Misuse of Personal Data by you or your Representatives.

Your total liability to us arising under the indemnity above shall in all circumstances be limited to £5 million for all claims or connected claims arising, however nothing in this clause shall limit or exclude your liability for: (i) death or personal injury resulting from negligence; (ii) fraud or fraudulent misrepresentation; and (iii) any liability that cannot be excluded by law. You agree to take out and maintain in place with a reputable firm insurance in respect of your obligations and liabilities under this contract providing cover consistent at least with best industry practice and in an amount of not less than £5 million for each and every claim or series of connected claims arising from this contract or if higher, the amount required by law.

General

Any notice or other communication given under the contract must be given in writing (which includes email), addressed to that Party at its registered office and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier to the addresses stated in the Proposal or sent by email. Any notice or other communication given shall be deemed to have been received: (a) if delivered personally, when left at the registered office address; (b) 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; (c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or (d) if delivered by email at the time of receipt of the electronic transmission (as evidenced by a delivery receipt). This clause shall not apply to the service of any proceedings or other documents in any legal action.

Words such as “include”, “in particular” and similar expressions shall mean “without limitation” with regards to the examples which follow.

No failure or delay by a party to exercise any right or remedy provided under the contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Any provision of this contract which is invalid or unenforceable shall be deleted (so far as invalid or enforceable) without affecting the remaining provisions of this contract.

The rights and remedies provided in this contract are cumulative and not exclusive of any rights and remedies provided at law.

The parties do not intend that any term of this contract should be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this contract.

No variation of this contract shall be effective unless it is in writing (email excluded) and signed by the parties (or their authorised representatives).

We shall not be in breach nor liable for delay or failure in performing any of our obligations if the delay or failure results from circumstances beyond our reasonable control.

This contract is personal to you and you may not assign your rights under it without our prior written consent (email included).

This contract is the entire agreement between the parties in respect of its subject matter.

The contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales to settle any dispute or claim arising out of, or in connection with, this contract or its subject matter or formation (including non-contractual disputes or claims).

This section shall survive termination of this contract.

Additional Definitions

Apprenticeship means a government funded apprenticeship;

Candidate means any person Introduced by us to you for an Engagement, including traineeships, Apprenticeships, work experience, entry level roles;

Campaign any marketing service we provide to you, such as promoting vacancies and other opportunities directly to candidates or placing adverts for your vacancies on third party websites;

Conduct Regulations: Conduct of Employment Agencies and Employment Businesses Regulations 2003;

Controller, Data Subject, Personal Data, Processing, Processor shall have the meanings given to those terms in the GDPR. “Personal Data” shall refer only to the Personal Data of Candidates. ““Process” and “Processed” shall be construed accordingly;

Data Protection Particulars describes the Processing of Personal Data to be carried out under the terms of the contract as detailed below:

• type of Personal Data to be Processed: name, address, contact telephone numbers, email address, date of birth, gender, driving licence, qualifications, disability and ethnic origin. Information provided to support the Candidate’s application contained within: notes of a telephone interview, assessments undertaken that are relevant to the role and/or responses to additional recruitment questions;
• reason for Processing: to assess a Candidate for potential Engagement;
• categories of Data Subject: Candidates only; and
• duration of Processing: for as long as the contract is in force (including any Processing required under provisions that survive termination of the contract);

Data Representative: the individual named in the Proposal who acts as your Data Protection Officer (DPO) or, where a DPO is not required under DP Law, an individual who is specifically dedicated to dealing with data protection compliance and enquires.

Data Request: means a complaint, notice or communication which relates directly or indirectly to the Processing under this contract, including: (a) requests made or notices given by Data Subjects for their data to be accessed, amended, erased, ported to a third party and/or for Processing to be restricted; or (c) correspondence from a regulatory body.

Data Retention Period: two years from the date the Personal Data is first collected by us (as notified to you by us) unless you Engage a Candidate in which case your data retention period as Controller will apply;

Data Security Incident: means: (i) any unauthorised: access, disclosure, use, alteration, storage, Processing, transfer, deletion or reproduction of Personal Data; or (ii) any loss, damage, destruction or corruption of Personal Data;

Data Security Particulars: means the minimum information to be provided by you to us in the event of a Data Security including: (a) a description of the Data Security Incident; (b) the approximate number of Data Subjects impacted; (c) the categories and the approximate number of data records involved; (d) the name and contact information of your representative who is dealing with the Data Security Incident; and (e) a description of the measures you’ve taken, or propose to take, to mitigate adverse effects from the Data Security Incident;

DP Records: records of Processing activities you undertake on our behalf including a record of: (a) the technical and organisational measures in place; (b) the training programme for Representatives who access Personal Data; and (c) compliance policies;

DP Law means the Data Protection Act 2018, the UK GDPR, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to the Processing of Personal Data and privacy, including where applicable, the guidance notes and codes of practice issued by a regulatory body or any replacement UK data protection or related privacy legislation as updated from time to time;

Engagement means the engagement, employment or use of a Candidate by you or by any third party to whom the Candidate has been introduced by you, on a permanent or temporary basis, whether under a contract of service or for services; or any other engagement; and “Engage” shall have the same meaning;

Fee shall be as outlined in the Proposal;

Introduction means the passing to you of a CV or Personal Data which identifies the Candidate and which leads to an Engagement of the Candidate; and “Introduce” shall have the same meaning.

GDPR: Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; and

Misuse: unauthorised or unlawful Processing or accidental disclosure, alteration, access, loss, destruction of, or damage to, Personal Data transmitted, stored or otherwise Processed.