TERMS AND CONDITIONS-ADVERTISING SERVICES FOR CLIENTS
www.teachingjobsinlondon.co.uk is the website for Teaching Jobs in London Limited (“TJIL”), a company registered in England and Wales, registered number 10043049, whose registered office is Kemp House, 152 – 160 City Road, London EC1V 2NX.
These terms and conditions set out the sole and exclusive basis on which a school, academy or multi academy trust (the “Client”), may use any advertising services made available by TJIL through www.teachingjobsinlondon.co.uk (the “Website”) and the Client shall be deemed to have accepted these terms and conditions by making any use of such services or the Website.
1.DEFINITIONS AND INTERPRETATION
1.1The following terms as used herein shall have the meaning as stated:
(a)Administrator: such Client employee as the Client authorises to liaise with TJIL, to post information to the Website;
(b)Agreement: these terms and conditions including any Order Confirmation corresponding to them and any document referred to in them;
(c)Applicant: a Candidate that has applied for a position either electronically via the Website, or by other means, having seen the Vacancy on the Website;
(d)Candidate: an individual that is registered in the TJIL database, which comprises a part of the Website;
(e)Client Portal: the Client’s section of the Website which is to be used to access the Services;
(f)Commencement Date: the date when the Services are available to the Client, which is indicated on the Order Confirmation;
(g)Data Protection Law: the EU Data Protection Directive 95/46/EC (as amended or replaced) and any equivalent data protection laws in any other territory, including Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (as and when said Regulation becomes applicable); and data controller, data processor, data subject and personal data shall have the meanings given in the Data Protection Law;
(h)Initial Subscription Term: the initial and minimum period of 12 months for which TJIL is to provide the Services to the Client under the Agreement, which shall begin on the Commencement Date;
(i)Intellectual Property Rights: all copyrights, patents, registered and unregistered design rights, trademarks and service marks, database rights, domain names and applications for any of the foregoing, together with all trade secrets, know-how, confidentiality rights and other intellectual and industrial property rights in all parts of the world;
(j)Material: text, graphics, images, sound, video or any combination thereof, including advertising material, which is provided by or on behalf of the Client;
(k)Order Confirmation: TJIL’s written confirmation of the Client’s order for Services (which will be contained within TJIL’s initial invoice to the Client), stating the Commencement Date, the Services and the Subscription Fee;
(l)Services: those advertising services made available by TJIL via the Website which have been specifically selected by the Client and which are expressly itemised in the Order Confirmation, which shall be the only services made available by TJIL via the Website which the Client shall be authorised to use under the Agreement;
(m)Subscription Fee: the fee for the Services payable by the Client;
(n)Subscription Notice Period: the period of notice of 1 month which is required to be given by either Party to the other in order to terminate the Agreement in accordance with clause 10.1;
(o)Subscription Renewal Term: a period of equal duration to the Initial Subscription Term (with the first such Subscription Renewal Term commencing immediately upon the expiration of the Initial Subscription Term) during which TJIL is to provide the Services to the Client under the Agreement, subject to clause 10.1;
(p)TJIL Data: data pertaining to TJIL or the Candidate which the Client receives or obtains as a direct or indirect result of using the Services or which is otherwise obtained by the Client;
(r)Vacancy: an education-based employment position offered by the Client.
1.2A reference to a Clause is to a clause of these terms and conditions. Clause headings shall not affect the interpretation of these terms and conditions.
1.3Any reference to "Parties" means the parties to the Agreement and "Party" shall be construed accordingly.
1.4A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.5Words in the singular include the plural and in the plural include the singular.
1.6A reference to one gender includes a reference to the other gender.
1.7Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding or following those terms.
2.1In consideration of the Client complying with the provisions of this Agreement and paying the Subscription Fee, TJIL agrees to provide the Services to the Client.
2.2This Agreement shall subsist until termination thereof in accordance with Clause 10 below.
2.3Notwithstanding the provisions of Clauses 2.1 and 2.2 above and references to the term “subscription” in these terms and conditions, orders for the Services may be placed on either a subscription basis or an individual basis. Where any such order is placed on an individual basis, the corresponding price and payment terms are to be found in Clause 9.7 and the provisions of Clause 10.1 shall not apply.
2.4No order for Services may be cancelled by the Client without TJIL’s prior written consent and subject to the payment of any and all costs, charges and expenses incurred by TJIL in connection with the order.
3.2TJIL does not warrant that:
(a)the provision of the Services will be uninterrupted or error-free; or
(b)where it posts any Material to the Website such Material will be complete and accurate and accord with the Material submitted by the Client or the Administrator.
3.3The warranty set out in Clause 3.1 is exclusive of and in lieu of all other conditions and warranties, whether express or implied, statutory or otherwise.
3.4Some of the functionality of the Services relies on utilisation of the more recent features of browser technology and security in order to perform correctly. TJIL cannot guarantee that full functionality will be available to Clients using older versions of certain types of browser.
3.5Certain aspects of the Services may include features or functionality which interact or interoperate with online services provided by third parties which TJIL does not control. The Client is solely responsible for ensuring that its use of any such third party services complies with any applicable terms and conditions. The Client acknowledges that such third parties may modify, suspend or terminate the services they provide at any time and that TJIL will have no liability for any such modification, suspension or termination.
3.6Clicking on certain links within the Website might take the Client to other websites and TJIL shall have no responsibility or liability of any kind for the accuracy or content of any information or any other aspect of any such websites.
3.7TJIL does not guarantee any response to any advertisement posted by the Client, or that responses to any advertisement will be from Applicants suitable for the position advertised. The Client shall be solely responsible for carrying out such checks and for undertaking such procedures as are necessary to ensure that any Applicant is suitable for the position advertised and that such Applicant has all necessary required qualifications.
4.1The Client acknowledges that it bears sole responsibility for checking the accuracy and completeness of all Material on the Client Portal and for checking the accuracy and completeness of any Material or other information provided to TJIL. For the avoidance of doubt, this Clause 4 shall apply to all Material, whether posted on the Client Portal by the Client itself, or on the Client’s behalf by another person (whether by TJIL or a third party).
4.2TJIL agrees that upon written notice from the Client of any inaccuracies in the Material it will use reasonable efforts to rectify the inaccuracies, provided always that the correct information is provided to TJIL by the Client or the Administrator.
4.3The Client warrants, represents and undertakes that none of the Material appearing on the Client Portal will:
(a)be obscene, indecent, defamatory, infringing of third party rights (of whatever nature and including any Intellectual Property Rights) or otherwise unlawful under the laws of any jurisdiction from which the Website may be accessed;
(b)be in breach of any applicable regulations, standards or codes of practice;
(c)contravene Section 29 of the Race Relations Act 1976;
(d)harm the reputation of TJIL in any way.
4.4The Client warrants, represent and undertakes that:
(a)either it is the sole owner of all Intellectual Property Rights in Material appearing on the Client Portal and/or it has obtained and will maintain for the duration of this Agreement full and valid licence(s) from all relevant third parties allowing the Client to use all relevant Material and to permit its use and dissemination via the Website by TJIL; and
(b)it will ensure and satisfy itself as to the integrity, validity and completeness of any information or other Material, which it provides to TJIL.
4.5TJIL shall retain the right at all times to amend, modify or suspend the Website (or any part thereof) from time to time including refusal to provide the Services or any part thereof, refusal to post any Material (where the Client requests its posting) and to suspend availability of the Client Portal and/or to remove any Material already appearing on the Client Portal which may, in the opinion of TJIL, not be in compliance with any of the provisions of Clauses 4.3 or 4.4.
4.6Any exercise of TJIL’s rights under Clause 4.5 above shall be without prejudice to the obligations of the Client under Clauses 4.3 and 4.4. Posting of Material by TJIL on the Website shall not under any circumstances constitute a waiver of any of its rights in relation to such Material or of any breach of the Client’s obligations under this Agreement.
4.7Database rights and all other applicable Intellectual Property Rights in the TJIL database shall vest in and belong solely and exclusively to TJIL. The Client acknowledges that no rights in the TJIL database nor its content shall be retained or acquired by the Client and that the retention and use of the TJIL database and its content shall be governed by these terms and conditions. No proprietary rights shall vest in the Client in respect of the Website or the Services, nor with regards to any information submitted in respect of any Candidate.
5.1The Client shall provide TJIL with all such reasonable co-operation, assistance and information as TJIL may require in the provision of the Services.
5.2The Client undertakes to notify TJIL of the name and contact details of the Administrator and any changes thereto from time to time and to provide TJIL with its authority to take instructions from said Administrator.
5.3The Client shall keep any password and user name assigned to it by or on behalf of TJIL personal and confidential and not disclose it to any other person or organisation and shall be solely responsible for the actions of anybody who accesses the Services via the Client Portal using the Client’s log-in details.
5.4The Client undertakes to pay all taxes, fees, levies and duties arising in connection with the Client’s use of the Services or otherwise incurred by or on behalf of the Client under this Agreement. Where TJIL pays any such sums, the Client undertakes to reimburse such sums to TJIL immediately on demand.
5.5The Client undertakes to fully virus-check all data and Material supplied to TJIL pursuant to this Agreement.
5.6The Client further undertakes to:
(a)fully abide by the provisions of clauses 5.7-5.15 belowensure that, to the extent that it applies, it is registered under the Data Protection Act 1998 and complies with its obligations under that Act;
(c)obtain, operate and maintain (at its sole cost) all necessary computer hardware and software and telecommunications links which it requires to access the Website;
(d)access the Website solely for the purposes of using the Services and not for any other purpose.
5.7For the purposes of this Agreement, the Client will be acting as a data processor on TJIL’s behalf with respect to the TJIL Data, whilst TJIL shall remain at all times the data controller with respect to the TJIL Data. The parties acknowledge that some TJIL Data will contain personal data.
5.8The Client will process the TJIL Data only in accordance with TJIL’s instructions and in compliance with the Data Protection Law and otherwise as necessary to perform the Client’s obligations under this Agreement.
5.9The Client will implement technical and organisational measures to ensure the security of the TJIL Data and such measures will conform to the requirements of the Data Protection Law.
5.10The Client shall assist TJIL in complying with its obligations under the Data Protection Law, including assisting in responding to any requests by data subjects and supervisory authorities.
5.11The Client shall promptly notify TJIL of any data breaches concerning personal data.
5.12The Client shall make available to TJIL all information requested to demonstrate compliance with the Data Protection Law and will contribute to audits conducted by TJIL or its representative in relation to the processing of personal data by the Client.
5.13On the termination or expiry of this Agreement, the Client shall, at TJIL’s election, arrange for the TJIL Data to be destroyed or transferred to TJIL.
5.14Without limiting the generality of clause 5.8 or clause 5.13, the Client shall not retain the TJIL Data for any period longer than that required to perform the Client’s obligations under this Agreement nor shall the Client use the TJIL Data to contact any data subject for any purpose unrelated to this Agreement.
5.15Without limiting any of the Client’s obligations under clause 8, the Client shall indemnify and hold TJIL harmless against any failure by the Client to fulfil any obligation of the Client under this clause 5 and also for the consequences of any such failure as aforesaid.
6.1Without prejudice to any Intellectual Property Rights owned by the Client prior to this Agreement, the Client agrees to waive and acknowledges that it obtains no ownership rights in or claims to any Intellectual Property Rights whatsoever by virtue of this Agreement.
6.2The Client undertakes not to copy, distribute, sub-license or transfer the Client Portal or any information received via the Client Portal, nor make the same available to any third party, nor to decompile, reverse engineer or disassemble the Client Portal. The Client further undertakes not to create derivative works based on the Client Portal, nor to use the Client Portal to develop a competitive product offering, nor to disseminate or commercially exploit in any form, any information received via the Client Portal other than for the purposes of this Agreement.
6.3The Client acknowledges that damages would not be an adequate remedy for any breach of Clause 6.2 and TJIL shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of Clause 6.2.
6.4The Client hereby grants a royalty-free licence to TJIL to use the Client’s Intellectual Property Rights to the extent necessary for all purposes of this Agreement.
7.LIMITATION OF LIABILITY
7.1TJIL shall not be liable for any indirect loss, special loss, consequential loss, loss of profits, revenue, data or goodwill howsoever arising suffered by the Client and arising in any way in connection with this Agreement, nor shall TJIL be responsible for any liability of the Client to any third party.
7.2TJIL shall not be liable for any errors, omissions or delays occasioned as a result of the Administrator failing to act or no longer being authorised by the Client to act on its behalf.
7.3TJIL shall not be liable for any viruses uploaded to the Website by third parties, the Client or the Administrator.
7.4TJIL shall not be liable for any failure in respect of its obligations hereunder which results directly or indirectly from any failure or interruption in software or services provided by third parties.
7.5None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from TJIL’s negligence.
7.6Subject to Clause 7.5, TJIL’s maximum aggregate liability to the Client under or in connection with this Agreement in respect of all claims (whether any such claim arises in contract, tort or otherwise) shall not exceed a sum equal to the Subscription Fee for the Initial Subscription Term or subsequent Subscription Renewal Term in which the event giving rise to the relevant claim or claims occurred.
7.7The Client agrees that it is in a better position than TJIL to foresee and estimate any loss it may suffer arising out of or in connection with this Agreement and that the Subscription Fee has been calculated after taking full account of the limitations and exclusions in this Clause 7. The Client is recommended to effect suitable insurance having regard to its particular circumstances and the terms of this Clause 7.
8.1The Client undertakes to indemnify TJIL against all costs, claims, damages, loss, expenses and liabilities which TJIL may incur under this Agreement but which are not attributable to TJIL, including those arising from:
(a)any breach of the Client’s obligations under this Agreement;
(b)any act or omission by the Client, its employees or agents;
(c)the use of any Material or data provided by or on behalf of the Client; or
(d)the Client’s use of any information pertaining to any Candidate.
9.PRICES AND PAYMENT
9.1The level of the Subscription Fee will be indicated on the Order Confirmation.
9.2TJIL reserves the right to vary the price of the Services between the Initial Subscription Term and any subsequent Subscription Renewal Term, by giving the Client written notice of any price change at least 2 months prior to the last day of the Initial Subscription Term or the last day of the relevant subsequent Subscription Renewal Term, as applicable.
9.3Unless otherwise agreed in writing, invoices for the Services covering the entire Initial Subscription Term or subsequent Subscription Renewal Term will be issued to the Client up to 1 month before the start of each such period.
9.4All invoices are payable within 14 days of the date of the invoice and failure to pay an invoice within 21 days will result in the Services being made unavailable unless and until payment is made in full. Such suspension of Services does not relieve the Client from its obligation to pay the invoice in full.
9.5Interest will be payable on late payments at the rate of five percent (5%) per annum above Lloyds Bank plc’s base lending rate from time to time, calculated on a daily basis (whether before or after any judgment) until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
9.6All prices are exclusive of VAT, which will be charged at the rate which is applicable at the Commencement Date or the relevant anniversary thereof.
9.7Without prejudice to any of the foregoing and subject to the provisions of Clauses 9.4-9.6, where an order for the Services is placed not on a subscription basis but on an individual basis, any job advertisement so placed by the Client will be subject to TJIL’s prevailing rates for such advertisements current at the time the advertisement is placed. All such rates are subject to change at any time without notice to the Client.
10.TERM AND TERMINATION
10.1Subject to the provisions of Clause 2.3 and subject to earlier termination under clause 10.2, the Services shall be provided for the Initial Subscription Term and shall continue to be provided thereafter for subsequent Subscription Renewal Terms, unless the Agreement is terminated in respect of the Services by one of the Parties giving to the other notice of termination in compliance with the Subscription Notice Period, such Subscription Notice Period to expire on the last day of the Initial Subscription Term or the last day of the relevant subsequent Subscription Renewal Term, as applicable.
10.2Either Party may terminate this Agreement with immediate effect by written notice to the other in the event that the other Party:
(a)fails to pay any amount due hereunder;
(b)breaches any term of this Agreement and such breach is incapable of remedy, or if the breach is remediable, it continues for a period of 30 days after written notice requiring the same to be remedied has been given to the other Party in breach;
(c)has an order made or passes a resolution for its winding up; or
(d)has a provisional liquidator appointed; has an administration order made; has a receiver appointed; is unable to pay any of its debts within the meaning of Section 123 of the Insolvency Act 1986, as amended from time to time; or has a voluntary arrangement proposed under Section 1 of the Insolvency Act 1986, as amended from time to time;
10.3Termination of this Agreement shall be without prejudice to any other rights or remedies of either Party.
10.4The Client shall remain liable for all amounts due under the Agreement up to and including the date of termination.
10.5TJIL is not obliged to provide the Client with any access to any Material or other data retained by the Client in the Client Portal following termination. The Client is advised to make all necessary data back-ups and must ensure that any such back-ups comply with these terms and conditions.
11.1TJIL shall be entitled to alter the provisions of this Agreement and the Services from time to time by email notification to the Client.
11.2The Client shall not assign, dispose of, sub-license, or otherwise transfer any rights granted by this Agreement without the prior written consent of TJIL.
11.3The failure by TJIL to exercise or delay in exercising any right or remedy provided by this Agreement or by law shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies by TJIL. No single or partial exercise by TJIL of any right or remedy provided by this Agreement or by law shall prevent any further exercise of that right or remedy or the exercise of any other right or remedy by TJIL.
11.4The Parties’ rights and remedies contained in this Agreement are cumulative and are not exclusive of any rights and remedies provided by law.
11.5Subject to Clause 11.1, these terms and conditions, together with any other document referred to herein and any corresponding Order Confirmation, constitute the entire Agreement between the Parties hereto relating to the subject matter hereof and neither Party has relied on any representation made by the other Party unless such representation is expressly included herein. Nothing in this Clause 11.5 shall relieve either Party of liability for fraudulent misrepresentations and neither Party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.
11.6All notices to TJIL shall be in writing and shall be made either via e-mail or post to the addresses in the Contact Us section of the Website. TJIL may broadcast notices or messages through the Website or contact the Client by email and notification by either of these methods shall constitute notice to the Client.
11.7If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed removed and the remaining provisions shall continue in full force and effect.
11.8No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999, as amended from time to time, by a person who is not a party to this Agreement.
11.9Neither Party shall be liable for any loss suffered by the other Party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, or acts or regulations of any Governmental authority.
11.10This Agreement shall be governed by the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the Courts of England and Wales.