1. Where a term used in this Agreement starts with capital letters it has a defined meaning. A glossary of the defined terms used in this Agreement can be found in Schedule 1.
2.1 Clickajobs shall supply the Services to Client from the Effective Date including:
(a) supply Jobs sent by the Client to Clickajobs with its Candidates; and
(b) analysing Candidate data and providing a dashboard for the Client to access reporting details of Click traffic, associated Fees and remaining Budget (Dashboard).
2.2 There is no restriction on the number of users that Client can register to access their Dashboard.
2.3 Clickajobs shall inform the Client before maximum budget is exceeded and offer the Client the option to increase its Budget as required. If the Client's Budget is achieved or exceeded in any month during the term of this Agreement, Client's Jobs will no longer be made available and visible to Clickajobs Candidates. Client may contact Clickajobs to increase its Budget at any time.
2.4 Clickajobs warrants to Client that the Services shall be provided using reasonable care and skill.
2.5 Clickajobs shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature of the Services.
2.6 Clickajobs shall use its reasonable endeavours to ensure the Services are available to Client for as much of the time as is reasonably possible, but Clickajobs does not give or enter into any conditions, warranty, or other term to the effect that the Services are or will be:
(a) available all of the time; or
(b) free from defects,
Client acknowledges and agrees that the Services may be unavailable from time to time due to scheduled maintenance, upgrades or for reasons outside Clickajobs control.
2.7 No other conditions, warranties or other terms apply to any Services under this Agreement except to the extent that they are expressly set out in this Agreement. In particular no implied conditions, warranties or other terms relating to satisfactory quality or fitness for purpose will apply to anything supplied under this Agreement.
3.1 The Client agrees to share its Jobs with Clickajobs on a daily basis. Client warrants that it has the right to share such Jobs with Clickajobs and that such Job data and the sharing of it with Clickajobs and by Clickajobs with any of its Candidates will not infringe any third party rights including any third party Intellectual Property Rights.
3.2 Client shall cooperate with Clickajobs in all matters relating to the Services including:
(a) ensuring reasonable co-operation of Client's staff;
(b) providing Clickajobs reasonable access to Client's IT systems in relation to the products Clickajobs supplies. and
(c) providing Clickajobs with such information and materials as Clickajobs may reasonably require in order to supply the Services, and to ensure that such information is accurate in all material respects.
3.3 Client shall work with Clickajobs to provide Clickajobs with testimonials and / or references where mutually agreed which Clickajobs can use to promote the Services, provided that the Services supplied under this Agreement have been supplied to Client's reasonable satisfaction. Clickajobs may carry out any promotional activity associated with Client without Client's approval which is relevant to the campaign or other industry marketing.
3.4 Any assistance provided by Client under this clause 3 shall be provided without charge to Clickajobs.
4.1 The Client agrees to pay Clickajobs quoted the Budgets & Pricing for the Services.
4.2 Fees are solely based on Clickajobs click measurements. Clickajobs’s determination of click count shall be binding.
4.3 The Client can review the daily Click traffic and its remaining Budget using the reports provided by Clickajobs.
4.4 On the first day of each month Clickajobs shall send an invoice for its services to the Client. All invoices are payable by the Client within 30 days of the date of such invoice.
4.5 Invoices do not include VAT or any other local taxes that may be applicable and Client will pay these to Clickajobs as well as the amounts concerned.
4.6 Clickajobs may charge interest on all sums outstanding beyond the date on which they are due for payment under this Agreement. Interest may be charged on that basis from the date payment was due until the date of payment (including after any judgement has been obtained) at the rate of 8% above the base rate of the Bank of England.
4.7 The client agrees that Clicka Jobs LTD reporting is final, and any discrepancies in reports will will dealt with by working from Clicka Jobs LTD reporting provided through Appcast.
5.1 Clickajobs will keep confidential any confidential information which Client supplies to Clickajobs in connection with this agreement and Client must do the same in relation to any confidential information which Clickajobs supplies to Client. Confidential information will include all information marked as being confidential and any other information which might reasonably be assumed to be confidential. The obligations as to confidentiality in this agreement will not apply to any information which:
(a) is available to the public other than because of any breach of this agreement;
(b) is, when it is supplied, already known to whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
(c) is independently obtained by whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
(d) is trivial or obvious; or
(e) is required to be disclosed by law or by any court or tribunal with proper authority to order its disclosure (but only to the extent of such requirements).
5.2 In relation to all "Personal Data" (as defined in the Data Protection Act 1998, which also defines "Processing" and "Controller") provided or disclosed by Client under this Agreement:
(a) Client will identify it clearly as such, when this is not obvious, and disclose it to Clickajobs only when reasonably necessary;
(b) Client acknowledges that it is the data Controller of such data, and that Clickajobs is only acting on Client's behalf;
(c) Clickajobs will:
(i) comply with Client's reasonable instructions relating to the security and confidentiality of the Personal Data, and will in any event keep it confidential and reasonably secure from disclosure to unauthorised third parties; and
(ii) Process that Personal Data only in accordance with the instructions of the Client.
5.3 Each party:
(a) will obtain and maintain all appropriate registrations and consents under the Data Protection Act 1998 in order to allow that party to perform its obligations under this Agreement;
(b) will Process Personal Data in accordance with the Data Protection Act 1998; and
(c) will use reasonable efforts to make sure that no act or omission by it, its employees, contractors or agents results in a breach of the obligations of either party under the Data Protection Act 1998.
6.1 All Intellectual Property Rights in or relating to the Services are owned by or licenced to Clickajobs. Save to the extent that Client is given a non-exclusive licence to use the Intellectual Property Rights to the extent necessary to enable it to receive the Services, Client is not given any rights in respect of the Intellectual Property Rights owned by Clickajobs and acknowledges and agrees that Client does not acquire any ownership of, or other rights in relation to, any such Intellectual Property Rights by virtue of receiving the Services.
6.2 All Intellectual Property Rights in any material supplied by Client to Clickajobs to enable Clickajobs to provide the Services will be owned by Client. Clickajobs will have a non-exclusive licence to use the material for the purpose of providing the Services under this Agreement.
6.3 Subject to the obligations in clause 5, nothing in clause 6 will prevent Clickajobs from using or reusing in the course of its business any know-how, techniques, methods or general business or technical knowledge used by it in the course of providing Services under this Agreement.
(a) for death or personal injury caused by its negligence or the negligence of its employees or agents;
(b) for fraudulent misrepresentation; or
(c) for any other liability that may not, under English law, be excluded or limited,
even if any other term of this Agreement would otherwise suggest that this might be the case.
7.2 Subject to clause 7.1, Clickajobs shall not be liable to the Client (whether for breach of contract, negligence, misrepresentation or for any other reason) for any:
(a) loss of profits;
(b) loss of sales;
(c) loss of revenue;
(d) loss of, or damage to goodwill;
(e) loss of any software or data;
(f) loss of use of hardware, software or data; or
(g) indirect, consequential or special loss.
7.3 Clickajobs will not be liable to Client for any breach of this Agreement which arises because of any circumstances which Clickajobs cannot reasonably be expected to control.
7.4 Subject to clauses 7.1, 7.2 and 7.3, Clickajobs’s liability arising from or in connection with this Agreement and in relation to anything which Clickajobs may have done or not done in connection with this Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall in relation to each claim be limited to the lesser of:
(a) an amount equal to 100% of the total amount paid or payable by Client under this Agreement in the one (1) month preceding the date on which the claim arose; or
(b) £10,000, provided that if more than one claim arises from the same event or series of events, then all such claims shall be treated as a single claim, arising on the date on which the first such claim arose.
8.1 Either party may terminate this Agreement immediately on written notice to the other if the other:
(a) has committed a material breach of this Agreement and (where the breach concerned is remediable) has failed to remedy the breach concerned within 30 days of notification in writing; or
(b) is subject to an Insolvency Event.
8.2 Termination of this Agreement will not affect any accrued rights or liabilities which either Clickajobs or Client may have by the time termination takes effect.
9.1 Client may not sub-license or assign any of Client's rights or obligations under this Agreement.
9.2 All notices and consents relating to this Agreement must be in writing. All variations to this Agreement must be agreed, set out in writing and signed on behalf of both Clickajobs and Client before they take effect.
9.3 If a party:
(a) delays in enforcing its rights under this Agreement (whether in relation to a breach by the other party or otherwise);
(b) agrees not to enforce its rights, or to delay doing so,
then unless the party concerned expressly agrees otherwise, that delay or agreement shall not be treated as waiving the rights of the party concerned.
9.4 Any waiver of a party's rights in relation to a particular breach of this Agreement shall not operate as a waiver of any subsequent breach.
9.5 This Agreement sets out all of the terms that have been agreed between Clickajobs and Client in relation to the subjects covered by it. No other representations or terms shall apply or form part of the Agreement between the parties. Client acknowledges that it has not been influenced to enter into this Agreement by anything Clickajobs has said or done or committed to do, except as expressly recorded herein. Nothing in this clause shall operate to restrict or limit a party's liability for fraudulent misrepresentation.
9.6 In the event of any provision of this Agreement being held to be void, voidable or unenforceable this shall not affect the validity or enforceability of any other provision of this Agreement or of the remainder of this Agreement as a whole.
9.7 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.
9.8 This Agreement is governed by English law. Both Clickajobs and Client submit to the exclusive jurisdiction of the English courts in relation to any dispute concerning this Agreement but either party may also be entitled to apply to any court worldwide for injunctive and other remedies in order to protect or enforce its Intellectual Property Rights.
10.1 In this Agreement the following terms shall have special meanings:
|
Term |
Meaning |
|
Agreement |
is defined on the front sheet. |
|
Application |
means the Candidate completing the Client Job application process after having activated a hyperlink to a Job provided by the Client using a mouse or other input device and clicking through to the displayed page. |
|
Budget |
means the Client's monthly budget for the Services as set out on the front sheet and varied from time to time. |
|
Candidate |
means a candidate registered with Clickajobs for Job searches on the Website. |
|
Click |
means the activation by a Candidate of a hyperlink to a Job provided by the Client using a mouse or other input device and clicking through to the displayed page for the purposes of engaging further in other actions relating to the Job. |
|
Controller |
is defined in clause 5.2. |
|
Cost-per-Application (CPA) |
means that Client will pay Clickajobs at the rate specified in the front sheet for every Application generated by Clickajobs during the term of this Agreement. |
|
Cost-per-Click (CPC) |
means that Client will pay Clickajobs at the rate specified in the front sheet for every Click generated by Clickajobs during the term of this Agreement. |
|
Dashboard |
is defined in clause 2.1(b). |
|
Effective Date |
the date of this Agreement. |
|
Fees |
means the fees for the Services as further described on the Front Sheet and in clause 4. |
|
Initial Term |
is defined on the front sheet. |
|
Insolvency Event |
In relation to either party when such party: is deemed insolvent; any distress or execution is levied on its property or assets; makes or offers to make any arrangement or composition with creditors; is subject to any resolution or petition to wind up its business (other than for the purpose of amalgamation or reconstruction) is passed or presented or if a receiver or administrative receiver of the party's undertaking, property or assets is appointed or a petition is presented for the appointment of an administrator |
|
Intellectual Property Rights |
All: ▪ copyright; ▪ patent rights; ▪ trade or service marks; ▪ design right; ▪ rights in or relating to databases; ▪ rights in or relating to confidential information; and ▪ any other intellectual property rights (registered or unregistered) throughout the world; including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements. |
|
Job |
means a job listed on the Website. |
|
Personal Data |
Defined in clause 5.2 |
|
Processing |
Defined in clause 5.2 |
|
Services |
means the services provided by Clickajobs to the Client as more fully described in the Front sheet and in clause 2.1. |
|
Website |
clickajobs.com or such other similar website(s) as the Client may have from time to time. |
11.1 In this Agreement, unless it says otherwise:
(a) reference to a person includes a legal person (such as a limited company) as well as a natural person;
(b) reference to this Agreement includes reference to the schedules and appendices and other documents attached to it or incorporated by reference into it (all as amended or added to from time to time);
(c) reference to "including" in this Agreement shall be treated as being by way of example and shall not limit the general applicability of any preceding words;
(d) reference to "in writing" in this Agreement shall be treated to include email;
(e) reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation;
(f) references to clauses or schedules shall be to those in this Agreement; and
(g) reference to this Agreement shall include reference to it after it has been amended, added to or replaced by a new agreement.