BACKGROUND

Vacancysoft LLP is a limited liability partnership under the laws of England and Wales under number OC327354 (“Vacancysoft” / “us” / “our”).

Vacancysoft has agreed to provide data services to the Subscriber (“Client” / “you”), where the data supplied is what the Client has specifically requested.

These terms apply and are incorporated into to the Client’s contract with Vacancysoft, you should read this document carefully.

ORDERING

You can contact us to enquire about our services and we will discuss and offer you a suitable package. After you place your order for one of our packages we will send you an acknowledgement email to let you know that we have received your order, please note that this does not mean that your order has been accepted.

Acceptance of your order takes place on payment of an invoice stipulating the details, cost and duration of the Service being provided OR when you return a signed contract that we will issue to you following our acknowledgement email (the “Services Contract”), at which point a legally binding contract (the “Agreement”) is formed between you and us on these terms, the terms of the Services Contract and any document referred to in these terms or the Services Contract which also includes our privacy policy. We will then provide you with login details to access our databases and email notifications which include our Vacancy Tracker, Vacancy Analytics and Company Directory (collectively the “Platform”) as agreed in the Services Contract.

The Client agrees and acknowledges that it shall be responsible and liable for all actions of its authorised users of the Platform and that it shall procure the agreement and acceptance of these terms by the Client’s authorised users.

Services

Vacancysoft shall, during the Term, provide the Services set out in this Agreement to the Client on and subject to the terms of this Agreement.

Vacancysoft shall use commercially reasonable efforts to make the Platform available 24 hours a day, seven days a week, except for:

Vacancysoft undertakes that the Services set out in this Agreement will be performed in accordance with the Agreement and with reasonable skill and care.

If the Services do not conform with the foregoing undertaking, Vacancysoft will, at its expense, and without prejudice to client’s other rights or remedies, correct any such non-conformance promptly.

Vacancysoft warrants and represents (without prejudice to any other rights that the Client may have) that in performing the Services under the terms of the Agreement, it will not infringe the rights of or breach any of its obligations to a third party and shall not cause the Client to infringe the rights of any third party.

ACCEPTABLE USE

As a condition of use of the Platform, the Client agrees not to use the Platform nor permit them to be used:

1. ​for any purpose that is unlawful under any applicable law or prohibited by the Agreement;

2. ​to commit any act of fraud;

3. ​to distribute any virus;

4. ​for purposes of promoting unsolicited advertising or sending spam;

5. ​to simulate communications from another service or entity in order to collect identity information, authentication credentials, or other information (‘phishing’);

6. ​in any manner that disrupts the operations, business, equipment, websites or systems of Vacancysoft or any other person or entity (including any denial of service and similar attacks);

7. ​in any manner that harms or may endanger minors or any other person;

8. ​to promote any unlawful activity;

9. ​to represent or suggest that Vacancysoft endorses any other business, product or service unless Vacancysoft has separately agreed to do so in writing;

10.  to gain unauthorised access to or use of any computers, data, systems, accounts or networks of any person;

11.  in any manner which may impair any other person’s use of the Platform or use of any other services provided by Vacancysoft to any other person;

12.  to attempt to circumvent any security controls or mechanisms;

13.  to attempt to circumvent any password or user authentication methods of any person; or

14.  in any manner inconsistent with the Agreement, the relevant user manual (where appropriate) or any instructions provided by Vacancysoft from time to time.

SUBMISSION STANDARDS 

Any submission you make to our Platform must conform to standards of accuracy, decency and lawfulness, which shall be applied in our discretion, acting reasonably.

In particular, any submission by you must be:

1. ​your own original work and lawfully submitted;

2. ​factually accurate or your own genuinely held belief;

3. ​provided with the necessary consent of any third party;

4. ​not defamatory or likely to give rise to an allegation of defamation;

5. ​not offensive, obscene, sexually explicit, discriminatory or deceptive; and

6. ​unlikely to cause offence, embarrassment or annoyance to others.

INTELLECTUAL PROPERTY

We are the owner or licensee of all intellectual property rights in the Platform and our website. You may only copy and or download works from our Platform where that functionality has been granted to you in the Services Contract, any content downloaded or copied from the Platform must be stored on your own device and not stored/transmitted to any other systems or computers.

The Client must not upload any material derived from the Platform onto any websites which include file sharing websites and the cloud.

The Client must not use any material derived from the Platform for any other purposes other than for the purpose specified in the Services Contract.

The Client must not modify, adapt, reverse engineer, copy or otherwise use any or all of the Platform by manual or automated process except where such permission has been granted in the Services Contract.

Should you infringe our intellectual property rights your subscription will automatically be terminated with no refunds due and you will be deemed to have waived all future rights to subscribe to the Platform.

Unless agreed otherwise in the Services Contract, Vacancysoft expressly prohibits and provides the Client with no licence and or permission for the copying, downloading and adaptation of the Platform.

Unless agreed otherwise in the Services Contract, Vacancysoft provides access to its Platform for the Client’s own internal use and no licence is granted for the Client to use the works in the Platform for any external use.

In the event you copy or download works from our Platform where that functionality or permission has not been granted to you in the Services Contract, you agree to pay us the sum of £25 per data row copied or downloaded as liquidated damages. You agree that this sum and clause is not disproportionate to our interests in protecting our Platform, content and our investment in the Platform.

OUR FEES

Upon payment in full of Vacancysoft’s fees as agreed and due in the Services Contract, Vacancysoft grants to the Client a non-exclusive, non-transferable and non-sublicensable right to access the Platform for the purposes set out in the Services Contract.

If the Client fails to make payment in accordance with the Services Contract, Vacancysoft shall be entitled, without limiting its other rights and remedies and in addition to any unpaid amount that should properly have been paid, to simple interest on that amount (accruing on a daily basis from the final date for payment until the date of actual payment, whether before or after judgment). Such interest shall be calculated at a rate of 8% per year above the Bank of England base rate which is current at the date the payment became due.

All fees stated are exclusive of VAT and other sales tax which shall be payable by the Client at the rate and in the manner prescribed by law against submission of a valid tax invoice.

OUR LIABILITY

Our liability to you shall not exceed the sum of £250 and any term that may be implied into the Agreement by operation of law is hereby excluded.

SOLICITATION

The Client undertakes and covenants with Vacancysoft that during the term of the Agreement and continuing for a period of 12 months thereafter, the Client will not entice, solicit, or endeavour to entice or solicit, any employee of Vacancysoft LLP away from Vacancysoft LLP with a view to that employee working for or providing services to the Client (the “Non-Solicitation Obligation”).

Similarly the Client will not entice, solicit, or endeavour to entice or solicit, any employee of Vacancysoft sp.z oo away from Vacancysoft sp.z oo with a view to that employee working for or providing services to the Client (the “Non-Solicitation Obligation”)

In the event the Client breaches this clause, Vacancysoft will be entitled to invoice the Client for an amount not greater than the amount of the new full time salary of the person in their new position.

The Client agrees and acknowledges that the Non-Solicitation Obligation is no greater than is necessary for the protection of Vacancysoft’s legitimate interests.

TERMINATION

Vacancysoft may terminate the Agreement immediately for any reason on giving written notice to the Client whereby all fees due under the Services Contract shall immediately be due.

Either party (the “Terminating Party”) may terminate the Agreement immediately on giving notice in writing to the other (the “Defaulting Party”) if:

1. ​the Defaulting Party commits any material breach of the Agreement (and if the breach is capable of being remedied) fails, within 7 days after receipt of a request in writing from the Terminating Party to do so, to remedy the breach (such request to contain a warning of the Terminating Party’s intention to terminate); or

2. ​the Defaulting Party shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with its creditors or if the other shall be unable to pay its debts or if a receiver, administrator or administrative receiver is appointed over its assets or if any event occurs in another jurisdiction which is analogous to any of the foregoing events

Immediately upon the termination of the Agreement, the Client shall return to the Vacancysoftall copies of the whole or any part thereof of the Platform or, if requested by the Vacancysoft, shall destroy the same (in the case of electronic copies by erasing them from the magnetic media on which they are stored) and certify in writing to the Vacancysoft that they have been destroyed.

Any termination of the Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision in the Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

CONFIDENTIALITY

The Client agrees that it will keep confidential and will not (whether directly or indirectly) disclose, use, copy or modify any confidential information belonging to Vacancysoft. In this clause, “confidential information” means all information of a confidential nature that the Client has or acquires (whether directly or indirectly) including Vacancysoft’s know-how, trade secrets, plans, developments, financial, commercial, technical, tactical, strategic, marketing, operations, customer or product information, personnel information, any information agreed to be or marked as confidential, any other information a party knows, or could be reasonably expected to know, is confidential and any other such information related to or concerning Vacancysoft’s business.

DISPUTE RESOLUTION

If any dispute arises between the parties out of or in connection with the Agreement, the matter shall be referred to senior representatives of each party who shall use their reasonable endeavours to resolve it (the “Referral”)

If the dispute is not resolved within 14 days of the Referral being made, the parties may resolve the matter through mediation in accordance with the London Court of International Arbitration Mediation Rules.

Either party may issue formal legal proceedings or commence arbitration at any time whether or not the steps referred to in this section have been completed.

ENTIRE AGREEMENT

The parties agree that the Agreement and any documents entered into pursuant to it constitute the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

FORCE MAJEURE

Vacancysoft shall not have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from any event beyond Vacancysoft’s reasonable control. If Vacancysoft is affected by such an event it shall promptly notify the Client in writing when such an event causes a delay or failure in performance and when it ceases to do so. If such an event continues for a continuous period of more than three months, either party may terminate this Agreement by written notice to the other party.

NO PARTNERSHIP OR AGENCY

Nothing in this Agreement constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.

SEVERANCE

If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.

WAIVER

No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under the Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

THIRD PARTY RIGHTS

No one other than a party to the Agreement, their successors and permitted assignees shall have any right to enforce any of its provisions.

JURISDICTION

The parties agree that the place of performance of the Agreement is England. The Agreement and all matters arising from it and any shall be governed by and construed in accordance with the law of England and Wales whose Courts shall have non-exclusive jurisdiction to settle any matter or dispute.

a. ​In the event further clarification is needed in regard to anything stipulated above, in the first instance please address any correspondence to: gdpr@vacancysoft.com. A response will be made within 24 hours.

b. ​Otherwise, the designated contact within Vacancysoft LLP for any questions in regard to the data policies implemented as a result of GDPR is the Chief Executive Officer.

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If you have any questions about this privacy pledge or feel that your privacy has been compromised, please contact us at support@vacancysoft.com.