1.1. This is an Agreement between the Customer and Jobs on the Net Ltd (“nannyjob”) a company incorporated in England and Wales under registered number 03808640 at the registered address 10 Studland Road, Kingston upon Thames, Surrey, KT2 5 HJ. The nannyjob service (“Service”) purchased by the Customer will consist of products detailed in the Order Confirmation and will include the following:
1.1.1. nannyjob vacancy accounts that allow agencies to post vacancies onto the nannyjob system and search the CV’s posted by jobseekers
1.1.2. Logo and banner advertising on the nannyjob site
1.2. This Agreement consists of the Order Confirmation and the Terms and Conditions and constitutes the entire agreement between the Customer and nannyjob in relation to the Service. 1.3. By signing the Order Confirmation, or by accessing or using the Service, the Customer accepts the content of this Agreement. Unless otherwise stated in the Terms and Conditions, where the terms of the Order Confirmation conflict with the Terms and Conditions, the Terms and Conditions shall take precedence.
2. Agreement Period
2.1. This Agreement shall be in force from the date inserted on the invoice and continue for a period of 3 months unless otherwise stated.
2.2. The Customer may be contacted during this Agreement period regarding new developments and products.
2.3. From time to time nannyjob may make alterations to the Services. nannyjob will take reasonable steps to inform the Customer of these changes with as much advance warning as possible.
2.4. This Agreement entitles the Customer to access and retain the Service for the purposes detailed in this Agreement and for the duration of the Agreement only. At the end of this period, the ownership of the Service and ensuing rights shall revert to nannyjob.
3. Charges and Payment
3.1. In consideration of nannyjob providing the Service the Customer agrees to pay the sum specified in the invoice on the times and dates specified therein. All payments must be made within 21 days of the invoice date unless otherwise stated.
3.2. If you fail to pay the amount specified on the invoice on the times and dates agreed the full amount will become due with immediate effect.
3.3. In the event of an overdue payment nannyjob may suspend the Service until payment is complete.
3.4. If the Customer fails to pay nannyjob any sum due pursuant to the Agreement, the Customer shall be liable to pay interest to nannyjob on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC Plc, accruing on a daily basis until payment is made, whether before or after any judgment.
3.5. nannyjob reserves the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
4. nannyjob‘s Proprietary Rights
4.1. Except as expressly provided herein access to the Service does not grant the Customer any database rights or rights in the copyright, trademarks or any other intellectual property rights of nannyjob or any third party.
4.2. The Service is protected by copyright and other intellectual property rights. The Customer is not permitted and will not allow any third party to adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with any element of the Service without nannyjob’s written permission.
5. Customer Obligations and Conduct
5.1 The Customer shall:
5.1.1. provide nannyjob with any information or assistance which the parties have agreed the Customer shall provide in order for nannyjob to perform its obligations under this Agreement, and shall use all reasonable endeavors to ensure that any such information provided to nannyjob is complete, accurate and in the agreed format
5.1.2. not to do anything to harm nannyjob’s reputation
5.1.3. abide by all laws & regulations applicable to its use of the Service, including full compliance with all aspects of the Data Protection Act 1998.
5.2. The Service made available to the Customer is a non transferable license and is provided solely for the Customer’s own internal use within the United Kingdom and the Republic of Ireland. The Customer may not sell, transfer sublicense, distribute, commercially exploit or otherwise make available to, or use for the benefit of, any of the Service. The Customer may not include the Service in any product or service which the Customer sells.
5.3. During this Agreement the Customer agrees not to attempt to gain unauthorised access to the Service or modify the same.
5.4. The Customer shall only take such copies of the Service as are reasonably required for the use of the Service in accordance with this Agreement.
5.5. The Customer agrees to be responsible for maintaining the confidentiality of its password and account details.
5.6. Unless otherwise detailed within your Order Confirmation, the use of the Service provided under the terms of this agreement is limited to one designated user. The use of the Service by more than one individual, either simultaneously or otherwise will require the provision of additional licenses.
5.7 The Customer, if an employment agency or an employment business as defined in the Conduct of Employment Agencies and Businesses Regulations 2003 ("the Regulations"), will comply with the provisions of the Regulations and the Employment Agencies Act 1973 in relation to all vacancies posted on Jobs on the Net Ltd's site, communications with Applicants and management of Applicants' details and indemnify Jobs on the Net Ltd against any Losses in connection therewith.
6. Warranties and Limitation of Liability
6.1. nannyjob Services are not intended to be used as the sole basis for any decision making and are based upon data which is provided by third parties, the accuracy of which it would not be possible for nannyjob to guarantee. Whilst nannyjob aims always to maintain a quality fully operative service, the Service and third party services are nonetheless provided on an "as is", as available basis without warranties of any kind, whether express or implied.
6.2. Specifically nannyjob gives the Customer no warranty or assurance about the contents of the Service. Whilst nannyjob does endeavour to maintain the accuracy and the quality of the Service, they may be incorrect or out of date. Therefore any use of the Service is at the Customer’s own risk.
6.3. Subject to clause 6.5 nannyjob disclaims all liability in contract, negligence, for breach of statutory duty, or under any indemnity or otherwise in connection with the Service and third party service and shall not be liable for any indirect, or consequential loss. nannyjob shall not be liable any type of financial loss, including loss of profits, loss of earnings, loss of business or goodwill.
6.4. Where any matter gives rise to a valid claim against nannyjob its liability shall be limited to a sum equal to the sum paid for the Service supplied under this Agreement in the year the claim arises.
6.5. Nothing in this clause 6 or any other provision of this Agreement shall seek to exclude or limit liability for infringement, death, or personal injury or for breach of its obligation under s12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982 or fraudulent misrepresentation.
6.6. Each party to this Agreement warrants that it has obtained and will continue to hold all necessary licenses, consents, permits and agreements required for it to comply with its obligations under this Agreement and for the grant of rights to the other party under this Agreement.
7.1. If nannyjob reasonably believes the Customer has breached any provision of this Agreement or in the event of the Customer’s insolvency or bankruptcy nannyjob may, with immediate effect and without notice, suspend access to the Service or terminate this Agreement.
7.2. Upon termination, the Customer must use best efforts to delete all and any part of the Service held by the Customer in any format and the Customer may not make any further use of the Service.
7.3. Upon termination clauses 3, 4, 5, 6, 7, 8, and 11 shall continue with full force and effect.
8.1. The Customer agrees to indemnify, defend and hold nannyjob, its officers and employees harmless from any loss, cost, damage, claim or demand, including reasonable legal fees, made by any third party or incurred or suffered by nannyjob, officers or employees in connection with the Customer’s use of the Service in breach of this Agreement.
9.1. nannyjob may assign both the benefit and burden of this Agreement.
10. Force Majeure
10.1. nannyjob will not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency or circumstances beyond the reasonable control of nannyjob, including without limitation internet outages, communications outages, fire, flood war or act of God.
11. Confidentiality Agreement
11.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 11.2.
11.2. Each party may disclose the other party's confidential information:
11.2.1. To its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11;
11.2.2. And as may be required by law, court order or any governmental or regulatory authority.
11.3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
12. Continuous Service
12.1. The Customer’s Agreement with nannyjob will be subject to a Continuous Service arrangement.
12.2. Should the Customer not wish your Agreement with nannyjob to be subject to Continuous Service you must provide Nannyjob with written notice of this before the date on which the agreement is due to end.
12.2.4. Such notice must be served by electronic mail
12.2.5. Upon receipt of the written notice nannyjob will provide you with a confirmation via email.
12.3. No such notice will be deemed valid, until such time as you have received your confirmation e-mail from nannyjob.
12.4. Failing this, your agreement will be renewed for a further period of 3 months.
13.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain enforceable.
13.2. The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement
13.3. The terms of this Agreement and the provision of the Service and the relationship between the Customer and nannyjob shall be governed by the laws of England and Wales. The Customer agrees irrevocably to submit to the exclusive jurisdiction of the courts of England and Wales.
13.4. The failure of nannyjob to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such a right. The Service is subject to availability.