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RecruitmentRevolution.com terms of business
Last updated 11/05/2020
Notable changes include:
+ Introduction of a Hire+ service option
+ Introduction of a new Flexi-Hire option (Exclusive and Non Exclusive Service)
Thank you for choosing to work with RecruitmentRevolution.com.
You’re in good hands. As pioneers of the online agency model we’ve been supporting over 2500 companies ranging from start-ups to global brands since 2005. We’re also an REC member and as a 100% compliance achiever you can be assured that we aim to achieve the very highest of standards. We also recently bagged a Feefo 5* Gold award for service.
We want to connect you with your new recruit as quickly as possible and ensure that you get the very best out of our service. As you would expect we just need to set out our terms to help you understand how our unique agency and fee model works. We’ve tried to reduce the legal jargon and make these accessible however if you do have any questions just yell! You can message us at email@example.com or if you’d prefer to talk we’re on 0800 294 3113.
Here’s to a successful mission.
And now for the formal stuff….
These terms of business (“Terms”) apply to RecruitmentRevolution.com Limited’s delivery of its online agency service to you, the client whose details are entered into the relevant sections of the RecruitmentRevolution.com website (which is referred to as “the Website” elsewhere in these Terms).
For clarity, we’ll refer to RecruitmentRevolution.com as “Us”, “We” and “Our” elsewhere in these Terms, and will use “You” to refer to you, the client.
“Acceptance” means a verbal, written or other form of communication whereby a Candidate accepts or agrees to a Job Offer formally, informally, in principle or otherwise.
“Candidate” means an individual identified to You by Us in a Referral.
“CMS” means the Candidate Management System section of the Website through which We provide You with Referral information and You communicate Your instructions to Us concerning Candidates Referred to You.
“Contract” means the agreement between You and Us for the provision of Our Service to You, governed by these Terms and created when You submit a Vacancy through the Website.
“Data Processing Addendum” means the provisions set out in the addendum to these Terms.
“Duplicate” means a candidate who is the same person as the Candidate
“Engagement” means where a Job Offer is made (Hire & Hire+ only), or an employment contract is submitted to a Candidate, or references for a Candidate are sought, or a start date has been set with an individual, or where a Candidate is offered, agrees to perform (Acceptance) or performs any services for You on a permanent, contract, temporary, trial or any other basis, whether internal or external, paid or unpaid; Engage and Engaged shall be interpreted accordingly.
“Exclusive Period” means the period during which You shall recruit for an active vacancy with Us, using Us as Your sole source of candidates including all direct recruiting activities.
“Fee” means Our charge for the Service which depends on the Service Option You’ve chosen for the corresponding Vacancy, at the time that the Fee is invoiced.
“Hire Replacement Service™” means Our unique pledge to ensure that if Your Engaged Candidate backs out after Acceptance or Job Offer Agreement, or departs of their own accord within the first 60 days (Flexi-Hire) or 30 days(Hire+), We will continue to deliver Our Service in line with the Terms and in particular Clause 12 below.
“Interview” means any communication by You with a Candidate either in person, on the telephone, via the internet or any other communication service that is available to both You and the Candidate after you have selected “Invite for Interview” via the CMS
“Job Offer” means an offer of employment or engagement made to a Candidate, or an invitation to a Candidate to consider a speculative or potential offer of employment or engagement, whether made verbally, in writing or otherwise, and whether formal, informal, in principle, subject to negotiations, references, or otherwise.
“Job Offer Agreement” means written acceptance from a Candidate, to include electronic signature, email or SMS of a Job Offer.
“Parties” means You and Us.
“Referral” means the provision by Us to You of information specific to a Candidate; Refer and Referred shall be interpreted accordingly.
“Service” means the provision of a recruitment search facility by Us to You, the promotion and marketing of Vacancies, resourcing of Candidates, Candidate CV screening, Referral of Candidates and Candidate management.
“Service Option” means either the Hire, Hire+, or the Flexi-Hire service option selected by You and defined in these Terms.
“Vacancy” means the employment role You submit to Us for which You wish to receive the Service; Vacancies shall be interpreted accordingly.
“Your Obligations” means Your obligations under the applicable Service Option and those additional obligations set out in Clauses 7 (Your General Obligations) and 8(Your Notification Obligations) of these Terms.
2. The Contract
2.1 You indicate Your agreement to the Terms of the Contract when You submit a Vacancy to the Website.
2.2 These Terms (detailing the Service and the Service Options) together with the Vacancy and Your choice of Service Option comprise the entire agreement between You and Us. These Terms shall take precedence over any other terms of business or purchase conditions put forward by You unless We agree otherwise in writing. Any variation to these Terms needs to be agreed to by Us in writing.
2.3 Other than as set out in Clause 16 below, You shall have no remedy in respect of any representation (whether written or oral) made to You upon which You relied in entering into the Contract (“Misrepresentation”) that is not reflected in these Terms.
2.4 Where a purchase order (“PO”) number is required in order for Us to receive payment when payment is due, You shall notify Us of the PO number with Your Vacancy submission or email it to us at: firstname.lastname@example.org when You submit the Vacancy. Failure by You to provide a PO number where one is required shall not entitle You to delay or dispute payment of any Fees due.
3. The Service & Options
3.1 The Service facilitates the sourcing of Candidates for recruitment to Vacancies provided by You. There are 3 Service Options: Hire, Hire+ and Flexi-Hire. The Services and the obligations relating to each Service Option, are detailed below.
3.2 In relation to the Service Options You understand and agree that in order for You to get the best from Our Service, and to benefit from payment of our Fee upon Job Offer Agreement on our Flexi-Hire Service Option only, You will need to meet Your Obligations.
4. “Flexi-Hire” (Exclusive 6%+VAT; Non-Exclusive 8%+VAT) (Contingency)
4.1 The Flexi-Hire Service Option shall commence on the date the Vacancy is submitted to the Website with either the “Flexi-Hire Exclusive” or the “Flexi-Hire Non-Exclusive” as the selected Service Option, and shall continue:
a) until You receive from Us or the Candidate a Job Offer Agreement, or You make an Engagement; or
b) for the Flexi-Hire Non-Exclusive Service Option, until You terminate the Service which You can do at any time by closing the Vacancy via the CMS or in writing; or
c) for the Flexi-Hire Exclusive Service Option, until you terminate in accordance with Clause 4.9; or
d) until deemed termination under Clause 4.12.
4.2 Successful recruitment requires You and Us working collaboratively and timely. In order to secure the best talent available for You before others do so, to ensure that Candidates have a positive recruitment experience, and so that We can deliver the best possible outcome for you, the Flexi-Hire Service Option requires you to perform certain additional obligations to:
a) use Your best efforts to recruit a Candidate for the Vacancy;
b) notify Us via the CMS (by pressing either the “Invite for Interview” or “Decline” button) of Your decision to decline or invite for Interview any Candidate submitted to You by Us, within 14 days of the day We provide you with the Candidate information;
c) provide Us with Your availability for a face-to-face Interview within 7 days of the day You notify Us that You wish to Interview a Candidate face-to-face;
d) contact the Candidate directly to arrange a telephone Interview within 7 days of the day You receive their contact details;
e) respond to Us within 5 working days of a request to provide an update of the status of progressing Candidates, and those selected for Interview.
4.3 Where the Flexi-Hire Non-Exclusive Service Option is selected, you shall also notify Us within 48 hours of receiving a Candidate’s details if they are a Duplicate and You have previously received their details from another source during the previous 8 weeks. You must attach proof of the receipt of Duplicate details to Your notification to Us of a Duplicate.
4.4 Where you make an Engagement of a Candidate whose application was a Duplicate and You had previously received their details from another source during the previous 8 weeks then, subject to Clause 4.3, You will not be charged the Fee provided that You notify Us within 48 hours.
4.5 If you comply with Your Obligations, you will only be charged, and you shall pay, the Flexi-Hire Service Option Fee once you receive from Us or the Candidate a Job Offer Agreement (whether such agreement is conditional or not), or you make an Engagement.
4.6 The Flexi-Hire Service Option Fee is calculated based on the Candidate’s basic remuneration offered for the first 12 months of employment. The Flexi-Hire Exclusive Fee is 6% + VAT, the Flexi-Hire Non-Exclusive Fee is 8% +VAT.
4.7 Where the Candidates actual remuneration is not disclosed by You, You agree that We will be entitled to calculate the Fee based on our evaluation and determination in our sole discretion of the market rate of remuneration for the position, or comparable positions, in which the Candidate has been Engaged.
4.8 Where You select the Flexi-Hire Exclusive Service Option, You agree that this will be a sole and exclusive service for the introduction of candidates and whilst using Our service you will not directly or indirectly use any third party service for the sourcing of candidates (whether agencies, online advertising channels, job boards, social networks, or otherwise).
4.9 You agree to give Us 6 weeks written notice if at any time You wish to terminate Our Flexi-Hire Exclusive Service Option.
4.10 You shall pay the applicable Flexi-Hire Service Option Fee upon receipt of a Job Offer Agreement or upon Engagement or if a Candidate performs any services for You on a permanent, contract, temporary, trial or any other basis, whether internal or external, paid or unpaid within the period of 12 calendar months from the later of the date of (i) the Referral, or (ii) Your withdrawal of a Job Offer to the Candidate.
4.11 If You decide for any reason to withdraw a Job Offer before a Job Offer Agreement or Engagement or You simply wish to terminate the Flexi-Hire Exclusive Service Option early (without giving 6 weeks notice) for any other reason, You agree to pay a cancellation fee of £1,500 + VAT.
4.12 Our Flexi-Hire Service Option is for Your use in good faith to meet Your immediate hiring requirements only. Our Hire Service Options must be selected if Your requirement is talent pooling. If We consider that You are not using the service in good faith, or you are not complying with Your Obligations with reasonable expediency, this will be a deemed termination of the service and You agree to pay a termination fee of £1,500 + VAT.
4.13 If You have been are charged a termination fee under clause 4.11 or 4.12, and you subsequently Engage a Candidate, You shall pay the balance of the applicable Flexi-Hire Service Option Fee minus the termination fee.
5. “Hire” (£695 + VAT) & “Hire+” (£995 + VAT) (Retained)
5.1 The Hire or Hire+ Service Options shall commence on the date the Vacancy is submitted to the Website with Hire or Hire+ as the selected Service Option and shall continue:
a) until an Engagement is achieved in accordance with these Terms; or
b) for a maximum of up to 6 weeks (Hire) or 12 weeks (Hire+); or
c) until You make a job offer to a candidate We did not Refer, or fill the vacancy via another source; or
d) until You terminate the Service which You can do at any time by closing the Vacancy via the CMS and notifying us in accordance with Clause 8. For the avoidance of doubt, once the Service has been terminated it cannot be reinstated.
5.2 Whilst we may facilitate minor changes to the Vacancy description, any major changes to the Vacancy title, or location will constitute termination of the original submitted Vacancy.
5.3 With the Hire or Hire+ Service Options, You agree that the Fee shall be payable by You whether You hire through Us or not.
5.4 The same Hire or Hire+ Fee will be payable for each separate Candidate you Engage (including a Duplicate)
6. Our Obligations
6.1 We shall deliver the Service to You using Our professional experience and knowledge and reasonable endeavours to ensure the Service is performed to a high standard.
6.2 As part of Our Service We may advise You on the Vacancy and We reserve the right to amend the Vacancy details in order to comply with legislative requirements and to help position the Vacancy appropriately.
7. Your General Obligations
7.1 You understand and agree that in order for Us to be able to deliver the Service effectively and for You to be able to get the best out of the Service, You shall:
a) only submit Vacancies to Us that are for real and tangible roles and not for roles that are no longer available, and if you select our Flexi-Hire Fee option not for the purposes of speculative recruitment;
b) manage Your use of the Service in accordance with the Service Option You have selected and in accordance with these Terms;
c) handle Candidate information in accordance with these Terms;
d) continue to meet Your Obligations until all Candidates Referred to You have either withdrawn, been Engaged, declined or been notified that they are unsuccessful via the CMS, even where You give notice of termination in accordance with these Terms.
7.2 You acknowledge that if You fail to meet Your Obligations Our Service delivery will be disrupted which may reduce the likelihood of an Engagement resulting from Your use of the Service.
8. Your Notification Obligations
8.1 You shall, without delay, notify both Us and the Candidate via the CMS when the Candidate has withdrawn, been Engaged, declined or been notified that they are unsuccessful. For all other matters relating to a Vacancy, a Candidate or these Terms You may notify Us either via email or via the CMS. If you notify Us by telephone You must always confirm via email or via the CMS in order to make a valid notification under these Terms.
8.2 In addition to any notification obligations specific to the Service Option You have selected, You shall notify Us immediately if You:
a) have made a Job Offer or there has been an Engagement of a Candidate within 12 months of the date of Referral, including for a role other than the Vacancy, by selecting “Offer the job” via the CMS or notifying Us by email;
b) Engage anyone to the Vacancy, whether or not the Engaged individual has been Referred to You by Us.
8.3 If You fail to meet Your Notification Obligations and We subsequently become aware that an Engagement has occurred, You agree that We will be entitled to charge you and You shall pay an additional fee of £750 + VAT in compensation for Our additional time and efforts expended in continuing to provide the Service after the Engagement, in discovering that the Engagement has occurred without Us receiving due notification, and for your delay in payment to Us.
9. Candidate Withdrawal and Duplicates
9.1 In some instances, Your identity may be disclosed to a candidate in advance of a Referral, at which point We will notify You, and a candidate may subsequently withdraw from Our process for this or any other any reason, including (but not limited to) where they are being represented by a recruitment agency or they decide to apply direct. If any such candidate is subsequently Engaged by You then You shall be charged and You shall pay the Fee. We represent You not the candidates.
10.1 Subject to You meeting Your Obligations, when You notify Us that You would like to invite a Candidate for Interview We shall use Our reasonable endeavours to arrange an Interview at a time convenient for You, provided You have informed Us of Your availability. We shall inform You as soon as reasonably possible when an Interview has been arranged.
10.2 Where We or the Candidate provide You with contact details to enable You to arrange an Interview directly, You shall notify Us by email of the details of the Interview date, time and location once it has been arranged.
10.3 You acknowledge that We are not able to guarantee the attendance at an Interview of a Candidate and that We shall have no liability for the failure of any Candidate to attend an arranged Interview or respond to an interview request.
11. Invoicing and Payment
11.1 The Fee for the Service Option selected by You will be as stated in these Terms at the time You placed the Vacancy as confirmed to You via email and in Your Account section of the Website.
11.2 For the Hire and Hire+ Service Options You will be invoiced upon submission of a Vacancy, with a 30 day payment term (subject to status). If You select our Flexi-Hire Service Options, then no upfront fees will be payable. However, We will undertake a CreditSafe credit check, and if Your credit rating is unacceptable, We reserve the right to require You to pay the Hire or Hire+ Service Option fee immediately, or a refundable deposit of £1500 + vat for the Flex-Hire Service Option. We may also invoice You the applicable Fee:
a) if a Candidate is Engaged by You within 12 months of the date of Referral, including for a role other than the Vacancy, or
b) in accordance with the terms of the Service Option selected by You, or
c) in accordance with these Terms.
11.3 Please note that if We invoice You under Clause 4.12, You will have 3 working days from the date of the invoice to confirm to Us that your Vacancy is either an actual role and/or is still live. If You do not notify Us within 3 working days then We will be entitled to assume that You are no longer recruiting and We shall close the Vacancy.
11.4 You hereby agree to pay Our undisputed invoices within 14 days of the date of the invoice (subject to status, we may agree to accept payment within 30 days). You shall notify Us in writing within 5 working days of receipt of an invoice if the invoice is in dispute giving reasonable details and reasons.
11.5 We operate a strict non-payment policy. If you fail to make due payment as required by these Terms, we have a statutory right to charge interest and debt collection fees in accordance with the Late Payments of Commercial Debts (Interest) Act 1998 (as amended). If it is necessary to instruct a third party debt recovery or legal service You will be liable for all costs incurred in recovering any outstanding debt. This shall be in addition to Our rights to claim for any actual loss or damage.
11.6 Neither You nor any third party shall be entitled to a refund of the Fee in any circumstances except under Clause 12.3.
12. Hire Replacement Hire Service (Hire+ and Flexi-Hire Service Options only)
12.1 If You have complied fully with these Terms, by meeting all of Your Obligations, and after a Job Offer Agreement (Flexi-Hire only) You have immediately notified us of the Engagement via the CMS (Flexi-Hire & Hire+), and:
a) the Candidate fails to start work on the date that You have agreed with the Candidate, and You have notified Us of such start date within 14 days of this being set; or
b) the Candidate terminates their employment with You (whether by provision of written notice or by ceasing to attend Your offices or place of work) within 60 days (Flexi-Hire) or 30 days (Hire+) of the start date, then for Hire+ and Flexi-Hire Service Option customers, We shall continue to provide Your selected Service Option to You in respect of the Vacancy for a further period of up to 8 weeks, provided You continue to comply with Your Obligations. Within such 8 week period, You will not be required to pay any additional Fee following a new Engagement to the Vacancy (this applies to one new Engagement only) as a result of using the Hire Replacement Service.
12.2 The Hire Replacement Service cannot be applied to an Engagement made as a result of the Hire Replacement Service, an Engagement made on a temporary and/or short-term contract basis, or an Engagement made on a vacancy different to the Vacancy.
12.3 For Flexi-Hire Service Option customers, if after 8 weeks we have been unable to find a suitable replacement and no Job Offer Agreement or Engagement has been achieved, We will:
a) refund your Fee minus the sum of £750 + VAT as a reasonable contribution towards our costs in getting your Vacancy to Job Offer stage if the Candidate does not commence employment, or
b) refund your Fee minus the sum of £1000 + VAT as a reasonable contribution towards our costs in getting your Vacancy to Job Offer and the Candidate commencing employment, if the Candidate self-terminates employment within the first 30 days, or
c) refund your Fee minus the sum of £1750 + VAT as a reasonable contribution towards our costs in getting your Vacancy to Job Offer and the Candidate commencing employment, if the Candidate self-terminates employment within the first 60 days.
Where the Candidate self-terminates this will be strictly based on the Candidate formally confirming that they selected the wrong job or have been offered alternative employment and not as a result of unfair practices, change in job spec, pay or working conditions.
12.4 Provision of our Hire Replacement Service is conditional upon You;
a) complying with Your Obligations; and
b) having made due payment of our Fee; and
c) notifying us in writing (including email) of any Candidate termination of the Engagement or non-commencement of the Engagement within 7 days of its termination or non-commencement; and
d) giving us an exclusive period (Flexi-Hire only) of 8 weeks from the date of your notice of termination or non-commencement in which to find one suitable replacement Candidate based on the original Vacancy.
12.5 If You subsequently re-Engage the Candidate within a period of 12 calendar months from the date of termination then you shall notify us and the Fee shall be payable in full.
12.6 If You do not qualify under the conditions of Clause 12.4, or You do not want to utilise Our Hire Replacement Service, then NO refund shall be payable, and in no other circumstances shall a refund of the Fee be payable by Us.
13. Referral to Third Parties
13.1 Referrals of Candidates are confidential. If, within 12 months of the date of the Referral of a Candidate to You, You disclose a Candidate’s details to a third party, that will be deemed to be a “Third Party Referral”.
13.2 If a Third Party Referral results in an Engagement by a third party, You shall be charged and You shall pay the Fee for the Flexi-Hire Exclusive Service Option, as applicable at the time of the Engagement.
14. Employment Regulations 2003
14.1 In accordance with the Conduct of Employment Agencies and Employment Businesses Regulations (Amendments) 2010 You shall satisfy Yourself as to the suitability of each Candidate and You shall take up any references provided by a Candidate before making an Engagement.
14.2 You are solely responsible for:
a) obtaining work permits and/or such other permission to work as may be required;
b) the arrangement of medical examinations and/or investigations into the medical history of the Candidate;
c) satisfying any medical and other requirements, qualifications or permission required by the laws of the country in which the Candidate is engaged to work; and
d) the selection of Candidates, the making of Job Offers, and Your choice of Engagement.
14.3 You agree that We shall have no liability in respect of the acts or omissions of any Candidate.
14.4 Where the Vacancy is for a position which involves working with, caring for or attending any person who is under the age of eighteen or otherwise by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, (each, a “Vulnerable Person”), We shall take reasonably practicable steps to:
a) obtain confirmation of the Candidate’s identity;
b) obtain confirmation that the Candidate has the experience, training, qualifications and any authorisations which You consider necessary or which may be required by law or by any professional body; and
c) obtain and offer to provide copies to You of two references from persons who are not relatives of the Candidate and who have agreed that the references they provide may be disclosed to You.
14.5 If We have taken all reasonably practicable steps to obtain such information and have been unable to do so fully We shall inform You of the steps We have taken to obtain this information.
15. Candidate Data and Data Protection
15.1 We provide no warranty as to the accuracy or completeness of the Candidate details that are provided to Us by a Candidate (the “Candidate Data”).
15.2 You agree that it is Your responsibility to verify the Candidate Data including where the Vacancy involves working with, caring for, or attending a Vulnerable Person.
15.3 You may use the Candidate Data for the sole purpose of finding and selecting individuals to fill Your own job vacancies and for no other purpose whatsoever.
15.4 You acknowledge that the Candidate Data is considered to be personal data as defined in the Data Protection Legislation (as defined in the Data Processing Addendum) and that You are responsible for ensuring Your compliance with the Data Processing Addendum. In particular, You shall ensure that You employ appropriate operational and technical measures to protect the security and confidentiality of such personal data.
15.5 It is a condition of Our supply of the Service that You shall not:
a) supply, sell or license Candidate Data (or any copies thereof) to any other person.
b) contact a Candidate for any reason other than as provided for under these Terms.
c) make, or allow, any use of the information about a Candidate, other than for the purpose of finding suitable Candidates for a Vacancy.
15.6 You agree to delete all Candidate Data upon its replacement with up-to-date material or the satisfactory conclusion of Your search for a suitable Candidate, whichever occurs first.
15.7 You agree to deal fairly and professionally with Candidates and to comply with all anti-discrimination and employment legislation including but not limited to the Equality Act 2010.
15.8 We shall provide You with a personal password to enable You to access the Service. You agree to keep such password secret and to use it solely for the purpose of accessing the Service. We may, in Our sole discretion, cancel any password that We reasonably believe to have been compromised and shall have no liability to You in the event of such cancellation.
15.9 You shall be liable for Our direct costs, losses and damages, howsoever occurring, sustained by Us as a result of any breach of Your obligations contained in this Clause.
16.1 You are responsible for the content of any Vacancy and will be liable for Our direct costs, losses and damages arising as a result of any claim, loss, liability, expense and/or damage (“Losses”) in connection therewith.
16.2 We reserve the right in Our sole and absolute discretion to remove or edit any Vacancy at any time without reason. You shall not be liable for Our losses where such losses or any liability is attributable to Our edit of a Vacancy.
16.3 Examples of Vacancies that may be removed or edited include (but are not limited to) those that:
a) We consider illegal, discriminatory, inappropriate or fraudulent.
b) directly or indirectly require or ask for application or registration fees.
c) advertise franchise, pyramid, network marketing or “get-rich-quick” schemes.
16.4 We shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential), which may be suffered or incurred by You, arising from or in any way connected with:
a) the Engagement of a Candidate by You.
b) matters associated with a Candidate responding to an Interview request or attendance for an Interview, including the time taken for a Candidate to respond to an interview request or a Candidate’s failure to respond.
c) any misrepresentation by a Candidate, except where We have not acted in accordance with Our reasonable obligations where the Candidate is Referred for a position which involves working with, caring for or attending a Vulnerable Person.
d) a Candidate’s withdrawal of their Acceptance before the agreed start date.
16.5 For the avoidance of doubt, nothing in these Terms seeks to limit or exclude Our liability for (i) fraudulent Misrepresentation, (ii) fraud or other criminal act, (iii) personal injury or death caused by the negligence of Our employees in connection with the performance of their duties hereunder or caused by defects in any Service supplied pursuant to these Terms, or (iv) any other liability that cannot be excluded by law.
16.6 Except for any liability that cannot be limited or excluded by law, Our maximum aggregate liability to You for any cause whatsoever shall be for direct costs and damages only. Such liability will be limited to a sum equivalent to 125% of the Fees paid and payable by You to Us in respect of the Service that is the subject of Your claim.
16.7 We may refuse to provide the Service or remove Your account at any time without reason.
16.8 We may contact You from time to time in order to evaluate the service You receive and/or in order to promote Our recruitment services and products. If You do not wish to be contacted by Us for this purpose, please notify Us.
17.1 Clauses 1, 7, 8, 10, 11, 12, 13, 14, 15, 16, and 17 shall survive termination of the Contract and continue in full force and effect after such termination.
17.2 If any provision of these Terms is adjudged by a court of competent jurisdiction to be invalid, void, or unenforceable, the Parties agree that the remaining provisions of these Terms shall remain valid and enforceable. No waiver by either party of any term hereof shall constitute a waiver of any such term in any other case whether prior or subsequent thereto. No single or partial exercise of any power or right by either party shall preclude any other or further exercise thereof or the exercise of any such power or right under these Terms. You may not assign Your rights or obligations under these Terms without Our prior written consent. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, but this does not affect any right or remedy of a third party that exists or is available apart from the Act. Neither party is responsible for failure to fulfil its obligations hereunder due to causes beyond its reasonable control that directly or indirectly delay or prevent its timely performance hereunder.
17.3 All notices made pursuant to these Terms must be made in writing. Notices sent to You from Us shall be sent to the email address registered by You when the Vacancy was submitted to the Website. Notices sent to Us from You shall be sent via the CMS where facilities exist for that purpose or via email to email@example.com.
18. Applicable Law
18.1 Each party hereby irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any disputes of whatever nature arising out of or relating to these Terms.
18.2 These Terms shall be governed by English law.
This DPA forms a part of the Terms between You and Us.
Data Protection Legislation means all applicable laws and regulations relating to the processing of Personal Data and privacy including the Data Protection Act 1998, the General Data Protection Regulation 2016/679, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated. The terms “Personal Data”, “Personal Data Breach”, “Data Protection Officer”, “Data Controller”, “Data Processor” and “process” (in the context of usage of Personal Data) shall have the meanings given to them in the Data Protection Legislation;
EEA means, in this DPA, the European Economic Area, the United Kingdom, Andorra, Argentina, Canada (commercial organisations), Faroe Islands, Guernsey, Israel, Isle of Man, Jersey, New Zealand, Switzerland, and Uruguay.
Privacy Shield means the EU-US Privacy Shield and Swiss-US Privacy Shield Framework self-certification programme operated by the US Department of Commerce and approved by the European Commission and Swiss Federal Council.
Sub-Processor means a third-party Data Processor engaged to provide processing services to a Data Processor who is party to this DPA.
2. The DPA and The Agreement
2.1. This DPA shall replace any existing DPA or data protection provisions in, or forming part of, all current Agreements.
2.2. Except for the changes made by the DPA, all current Agreements remain in full force and effect. For the avoidance of doubt, the provisions of this DPA will prevail if there are any conflicts between an Agreement and this DPA.
2.3. Any legal claims issued under, or in connection with, this DPA shall be subject only to the terms of this DPA, in particular clause 9.1, and no limitations of liability or similar terms within an Agreement shall apply to the processing of Personal Data.
2.4. Only You, We, our successors or any agreed assignees shall benefit from any terms under this DPA.
2.5. This DPA shall be governed and interpreted under the same laws and jurisdiction as an Agreement, unless Data Protection Legislation dictates otherwise.
2.6. This DPA shall remain in effect until the termination of all Agreements existing between You and Us.
3.1. For the purposes of an Agreement, both parties may receive Personal Data. Where the parties receive Personal Data as Data Controllers each party agrees to comply with Data Protection Legislation.
3.2. Throughout the commercial relationship of the parties, each party will be processing the Personal Data of the other’s employees to facilitate contact and co-operation between the parties and achieve their respective business interests.
3.3. Aside from the Personal Data described in clause 3.2 and 3.4, We, acting as Data Controller, will be passing Personal Data to You as Data Processor for the purpose of Referring Candidates to You for Your Vacancy or Vacancies, and managing communications with You and Candidates with regard to progress.
3.4. Aside from the Personal Data described in clause 3.2 and 3.3, You, acting as Data Controller, will be passing Personal Data to Us as Data Processor for the purpose of identifying potential candidates that You are aware of who may be suitable for Your Vacancy or Vacancies, and communicating with Us regarding Candidates.
4.1. All processing of Personal Data under this DPA is pursuant to performance of an Agreement and serves the Data Controllers in their respective businesses as outlined within an Agreement.
4.2. Personal Data described under clause 3.2 is processed by the Data Processor by use of email, phone or postal correspondence, including occasionally recording calls and meetings.
4.3. Personal Data described under clause 3.3 is processed by You by use of email, phone or postal correspondence for reviewing Candidate details and CV, contacting Candidates, interviewing Candidates, Appointing (or rejecting) Candidates, storing Candidate details while under consideration.
4.4. Personal Data described under clause 3.4 is processed by Us by use of email, phone or postal correspondence for contacting potential candidates, reviewing details and CV, forwarding Candidate details and CV to You for review, and communications with You and Candidates.
4.5. Categories of Data Subjects whose Personal Data will be processed under this DPA include employees, Candidates and potential candidates for Vacancies.
4.6. Types of Personal Data that will be processed under this DPA include: Candidates’ identity data and contact data, including names, addresses (inc. postcodes), phone numbers, email addresses, dates of birth, online identifiers, device identifiers, location data, social media profiles, id numbers, financial data, race data, ethnic origins, religions, health data, trade union memberships, professional memberships and educational background, and related to Your use of Our service, transaction data, technical data, profile data, usage data and marketing and communications data.
5.1. Where a party receives Personal Data as a Data Processor, that party shall:
5.1.1. act solely on the instructions of the party sending the Personal Data in relation to the processing of that Personal Data. In the event that a legal requirement prevents the Data Processor from complying with such instructions the Data Processor shall, unless such legal requirement prohibits it from doing so, inform the other party of the relevant legal requirement before carrying out the relevant processing activities;
5.1.2. at all times, ensure that the necessary technical and organisational measures are in place to prevent unauthorised and unlawful processing or disclosure of such Personal Data and such measures shall include taking reasonable steps to ensure the reliability of any of its staff who may have access to Personal Data and ensuring that such staff are subject to appropriate confidentiality undertakings. The Data Processor shall, save where prohibited by law and as soon as reasonably practical, notify the other party of any legal obligation which requires the Data Processor to disclose the Personal Data to a third party;
5.1.3. subject to clause 7, not transfer the Personal Data outside of the European Economic Area (as such term is commonly understood) or to any third party without the other party’s written consent;
5.1.4. send to the other party any communications received from individuals in relation to their Personal Data as soon as reasonably practicable. The Data Processor shall provide reasonable co-operation to the other party in relation to any individuals exercising their rights under the Data Protection Legislation;
5.1.5. give the other party reasonable assistance in relation to its compliance with Data Protection Legislation;
5.1.6. take reasonable steps to ensure the confidentiality, integrity, availability and resilience of processing systems and services associated with the processing of Personal Data;
5.1.7. co-operate with and provide such information and access to any facilities, premises or equipment from or on which Personal Data is, has been, or is to be processed pursuant to this Agreement (including any such facilities, premises or equipment used by staff and/or sub-contractors) as the other party may reasonably require to enable it to monitor compliance by the Data Processor with the obligations in this Agreement;
5.1.8. notify the other party of any Personal Data Breach and assist the other party with any investigation into and remediation of a Personal Data Breach. The Data Processor shall also provide the other party with reasonable assistance with any notifications made to relevant authorities and/or individuals in relation to a Personal Data Breach;
5.1.9. subject to clause 6, not subcontract any of its obligations under this Agreement regarding the processing of Personal Data to a third party Sub-Processor without the prior written consent of the other party. The Data Processor shall be liable for the acts and omissions of the Sub-Processor as if they were the acts or omissions of the Data Processor itself and the Data Processor shall ensure that there is a written contract executed between the Data Processor and the Sub-Processor that contains equivalent protections for the Personal Data as are set out in this Agreement;
5.1.10. when instructed by the other party, immediately cease processing the Personal Data and immediately supply any Personal Data to the other party or delete the Personal Data in accordance with the other party’s instructions;
5.1.11. submit to audits and inspections carried out directly upon it by a supervisory authority, at its sole discretion, or by the Data Controller no more often than once every 6 months or as the Data Controller reasonably believes necessary, based on evidence and providing such evidence in notification to the Data Processor, and co-operate in any audits and inspections carried out upon the Data Controller; and
5.1.12. inform the Data Controller immediately if any requests made of it that would involve infringing Data Protection Legislation.
6.1. Where You are Data Controller, You agree that We shall be permitted to engage Sub-Processors. The categories of Sub-Processors currently engaged by Us are listed in Annex A – Our Sub-Processors.
6.2. Where We are Data Controller, You shall submit to Us a complete list of Your Sub-Processors who will be processing Personal Data on Our behalf. You shall be permitted to make use of those Sub-Processors only upon Our written confirmation, which shall not be unreasonably withheld or delayed.
6.3. Should a Data Processor wish to make changes to their list of Sub-Processors, the Data Processor shall:
6.3.1. give the Data Controller at least 20 days’ notice of any impending additions or removals of a Sub-Processor; and
6.3.2. provide a revised list of its engaged Sub-Processors to the Data Controller upon the Data Controller’s written request.
6.4. The Data Controller may object in writing to the Data Processor’s engagement of a new Sub-Processor within 10 days of receiving such notice, so long as the objection is based on legitimate data protection concerns.
6.5. Where an objection is received under clause 6.4, You and We shall discuss the data protection concerns in good faith and intending to resolve the issue. If no such resolution is possible between You and Us, the Data Controller who raised the objection shall be entitled to terminate the Agreement without prejudice to any fees or obligations incurred by the Data Controller prior to termination.
7. International Transfers
7.1. Where We are Data Processor, You agree that We shall be permitted to transfer Personal Data outside of the EEA. We only send data outside the EEA where we have in place a legal agreement which complies with relevant legislation / safeguards. The categories of Sub-Processors currently engaged by Us are listed in Annex A – Our Sub-Processors.
7.2. Where We are Data Controller, You shall submit to Us a complete list of Your transfers of Our Personal Data outside of the EEA. You shall be permitted to make such transfers only upon Our written confirmation, which shall not be unreasonably withheld or delayed.
7.3. A Data Processor may make a transfer not already approved and process Personal Data anywhere in the world, provided that the Data Processor notifies the Data Controller of an intention to do so giving at least 20 days’ notice.
7.4. The Data Controller may object in writing to the Data Processor’s new transfer outside of the EEA within 10 days of receiving such notice, so long as the objection is based on legitimate data protection concerns.
7.5. Where an objection is received under clause 7.4, You and We shall discuss the data protection concerns in good faith and intending to resolve the issue. If no such resolution is possible between You and Us, the Data Controller who raised the objection shall be entitled to terminate the Agreement without prejudice to any fees or obligations incurred by the Data Controller prior to termination.
8. Additional Obligations
8.1. The Data Processor shall comply with Data Controller’s Information Retention Policy (as amended from time to time) and will notify the Data Controller of any law in the jurisdiction(s) in which the Data Processor operates that would prevent the Data Processor from complying with the Data Controller’s Information Retention Policy.
8.2. The Data Processor shall maintain and keep up to date a list detailing the location of all Data Controller data (including Personal Data) together with details of any Sub-Processors or third parties with whom the Data Processor has shared any Data Controller data.
8.3. Nothing in this agreement relieves a Data Processor of its own direct obligations under Data Protection Legislation.
8.4. Data Processor’s should be aware of the following additional obligations:
8.4.1. To co-operate with supervisory authorities;
8.4.2. To keep records of its own processing activities; and
8.4.3. To employ a Data Protection Officer (if applicable).
9.1. A Data Processor shall be liable to a Data Controller for any losses incurred as a result of the Data Processor’s breach of any of these terms, up to a maximum of 200% of the aggregate fees paid and payable under the contract to which the breach applies for the 12 month period prior to the breach.
9.2. Clause 9.1 does not in any way purport to exclude or limit a Data Controller’s liability arising under Data Protection Legislation.
10.1. Any queries or concerns about Our performance under this DPA should be sent to firstname.lastname@example.org.
Annex A – Our Sub-Processors
We utilise the services of the following Third Party Processors in order to deliver our Service to You:
• Accounting Software • Admin Support Services • Email Providers • Email Sending Software • Feedback and Online Marketing Software • Finance and Accounting Services • GDPR Management Software • HR Services • IT Support Services • Job Boards • Online Marketing Services • Recruitment ATS • RPO • Social Media • SMS Sending Software • Task Management and Tracking Software • Telecoms • Web Analytics • Web Development • Web Hosting • Website Marketing • Web Messaging Software
We only send data outside the EEA where we have in place a legal agreement which complies with relevant legislation.
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