Terms & Conditions
Our standard terms and conditions apply to our range of software as a service product offerings.
Red Advertising Limited (trading as Recruitive) (the “Service Provider”) provides software as a service to business clients. The Service Provider has reasonable skill, knowledge and experience in that field. These Terms and Conditions shall apply to the provision of services by the Service Provider to its clients.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement” means the agreement entered into by the Service Provider and the Client incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;
“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the UK;
“Client” means the party procuring the Services from the Service Provider who shall be identified in the Agreement;
“Commencement Date”means the date on which provision of the Services will commence, as defined in the Agreement;
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Fees” means any and all sums due under the Agreement from the Client to the Service Provider, as specified in the Agreement;
“Intellectual Property Rights” means (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights;
“Services” means the services to be provided by the Service Provider to the Client in accordance with Clause 2 of the Agreement, as fully defined in the Agreement, and subject to the terms and conditions of the Agreement; and
“Term” means the term of the Agreement as defined therein.
"PPC" Pay Per Click; the charges made are based on a successful "click" from the Service Provider's website to that of the Clients. Clients on a PPC arrangement will either deposit funds on account in advance or are invoiced for the "click throughs" delivered at the end of each calendar month.
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and
1.2.5 a "Party" or the "Parties" refer to the parties to the Agreement.
1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
1.6 References to persons shall include corporations.
2. Provision of the Services
2.1 With effect from the Commencement Date, the Service Provider shall, throughout the Term of the Agreement, provide the Services to the Client.
2.2 Those services include but are not limited to, on-line recruitment, candidate traffic forwarding services, multi-posting, candidate management and applicant tracking technology services as specified in the Agreement.
2.3 Subject to any force majeure as specified in Clause 8, the Service Provider will endeavour to maintain the services on a twenty-four hour seven day per week basis. This will be subject to any essential maintenance of the Service Provider's systems. Should these services not be available, to the Client, for a minimum period of twenty-four hours in any one period, then, without prejudice the Service Provider will extend any active agreement by the same period, without any financial compensation. Should this period extend beyond fourteen working days then at the discretion of the Service Provider a pro rata rebate may be issued.
2.4 The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
2.5 The Service Provider may, in relation to certain specified matters related to the Services, act on the Client’s behalf. Such matters shall not be set out in the Agreement but shall be agreed between the Parties as they arise from time to time.
2.6 The Service Provider shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
3. Intellectual Property Rights
3.1 The Service Provider shall retain the ownership of any and all Intellectual Property Rights that may subsist in anything produced by the Service Provider in the course of providing the Services. Throughout the Term of the Agreement, the Service Provider shall be deemed to automatically grant a royalty-free, non-exclusive licence of any and all such rights to the Client to use the same in accordance with the terms of the Agreement and the Services.
3.2 In complying with the provisions of sub-Clause 3.1, the Service Provider shall undertake to execute any such agreements and perform any such actions that may be necessary to put such licences into effect and shall exclusively bear any costs associated therewith.
3.3 The Service Provider shall assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988.
4. Client's Obligations
4.1 The Client shall use all reasonable endeavours to provide all pertinent information to the Service Provider that is necessary for the Service Provider’s provision of the Services.
4.2 The Client may, from time to time, issue reasonable instructions to the Service Provider in relation to the Service Provider’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement.
4.3 In the event that the Service Provider requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
4.4 Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of Clause 4 of the Agreement shall not be the responsibility or fault of the Service Provider.
4.5 Data collected on behalf of the Client related to candidate cv's is solely at the risk to the Client and the Service Providers does not accept any liabilty.
5. Fees, Payment and Records
5.1 The Client shall pay the Fees to the Service Provider in accordance with the provisions of the Agreement.
5.2 The Service Provider shall invoice the Client for Fees due in accordance with the provisions of the Agreement.
5.3 All payments required to be made pursuant to the Agreement by either Party shall be made within 7 working days Business Days of receipt by that Party of the relevant invoice.
5.4 All payments required to be made pursuant to the Agreement by either Party shall be made in Pounds Sterling in cleared funds to such bank in England as the receiving Party may from time to time nominate , without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.
5.5 Where any payment pursuant to the Agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.
5.6 Without prejudice to sub-Clause 5.1 of the Agreement, any sums which remain unpaid following the expiry of the period set out in sub-Clause 4.3 of the Agreement shall incur interest on a daily basis at 4% above the base rate of The Bank of England from time to time until payment is made in full of any such outstanding sums.
6. Liability, Indemnity and Insurance
6.1 The Service Provider shall ensure that it has in place at all times suitable and valid insurance that shall include public liability insurance.
6.2 The Service Provider shall not be liable for any loss (whether direct or indirect) including but not limited to; loss of business, revenue or profits, wasted expenditure, corruption or destruction of data or for any other indirect or consequential loss whatsoever arising from the use by the Client of the Service Provider's websites, whether in contract or tort (including for negligence) or otherwise.
6.3 The Service Provider excludes all representations, warranties and conditions relating to any other websites and the Client's use of them to the maximum extent permitted by law.
6.4 The Client will indemnify the Service Provider against all costs, expenses, claims, losses, liabilities or proceedings arising from the misuse of the Service Provider's websites by that Client. The Client will notify the Service Provider immediately if any other party makes or threatens to make any claim against the Client relating to their use of the Service Provider's websites.
6.5 Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.
7.1 Each Party shall undertake that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement
7.1.1 keep confidential all Confidential Information;
7.1.2 not disclose any Confidential Information to any other party;
7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
7.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 of the Agreement.
7.2 Either Party may:
7.2.1 disclose any Confidential Information to:
18.104.22.168 any sub-contractor or supplier of that Party;
22.214.171.124 any governmental or other authority or regulatory body; or
126.96.36.199 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 188.8.131.52 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of Clause 7 of the Agreement, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
7.2.2 Use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
7.3 The provisions of Clause 7 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
8. Force Majeure
8.1 No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
9. Website and Software Usage
9.1 Due to the internet not being an inherently stable medium as a whole, errors, omissions and interruption of service with delays may occur at any time; the Service Provider does not accept any liabilities arising from these occurrences as they are beyond their control.
9.2 Liability for the accuracy of third party information on the Service Provider's website is denied. The Client should endeavour to establish the validity of any data provided by third parties.
9.3 The Service Provider does not accept any liability for any links, on their website, to any other website and their content.
9.4 The Client must only use the Service Provider's website for lawful purposes. Under no circumstances must the Client seek to undermine the security of a website or any information contained therein either by but not limited to access, alter or delete any information to which authorisation has not been granted. Seek to overload the system via "spamming", "flooding" or to take any action or use any device, routine or software to crash, delay, damage or otherwise interfere with the Service Provider's website.
9.5 Any form of information submitted by the Client may be used by the Service Provider in any way they see appropriate in order to improve the service.
10. Term and Termination
10.1 The Agreement shall come into force on the agreed Commencement Date and shall continue for a defined Term from that date, subject to the provisions of Clause 10 of the Agreement.
10.2 Either Party shall have the right, subject to the agreement and consent of the other Party and exercisable by giving not less than 30 days written notice to the other at any time prior to the expiry of the Term specified in sub-Clause 10.1 of the Agreement (or any further period for which the Agreement is extended) to extend the Agreement for a further period of twelve months.
10.3 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
10.3.1 Any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 7 days Business Days of the due date for payment;
10.3.2 The other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 30 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
10.3.3 An encumbrance takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
10.3.4 The other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
10.3.5 The other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
10.3.6 Anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
10.3.7 The other Party ceases, or threatens to cease, to carry on business; or
10.3.8 Control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement. For the purposes of Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
10.4 For the purposes of sub-Clause 10.4.3, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
10.5 The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
11. Effects of Termination
Upon the termination of the Agreement for any reason:
11.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
11.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
11.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;
11.4 subject as provided in Clause 11 of the Agreement and except in respect of any accrued rights neither Party shall be under any further obligation to the other;
11.5 each Party shall (except to the extent referred to in Clause 7 of the Agreement) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information; and
12. No Waiver
No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
13. Further Assurance
Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.
Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.
The Client shall not be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.
16. Relationship of the Parties
Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.
17. Third Party Rights
17.1 No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
17.2 Subject to Clause 20 of the Agreement, the Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.
18.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
18.2 Notices shall be deemed to have been duly given:
18.2.1 When delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
18.2.2 When sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
18.2.3 On the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
18.2.4 On the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
19. Dispute Resolution
19.1 The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
19.2 The seat of the arbitration under the Agreement shall be England and Wales. The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.]
20. Law and Jurisdiction
20.1 The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
20.2 Subject to the provisions of Clause 19 of the Agreement, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.