Advertising terms and conditions

Advertising Terms and Conditions for Retail Appointment Ltd (TRA) whose registered office is 16 Bristol Gardens, London W9 2JG. Reg No: 8605544.

1. Services

1.1 These services include print advertising in TRA’s magazine, The Retail Appointment; advertising on TRA’s website www.retailappointment.co.uk; direct marketing via email to TRA’s database and databases of other companies within TRA’s group; and, access to TRA’s CV bank.

1.2 A schedule will be sent to the client detailing the services provided and drawing the client’s attention to these terms and conditions, which are available online. 1.3 TRA will use reasonable skill and care in its provision of the services. As with all electronic communications there will be occasional down time for maintenance or through matters beyond its control. No guarantee is therefore implied that electronic advertising will be live 100% of the duration of the contract. Typically, the site is live for more than 98% of the time.

1.4 In the unlikely event that the site should be down for a period longer than 24 hours, TRA will add that length of time to the duration of the contract. No refund shall be given.

1.5 Any liability assumed by TRA shall be restricted in value to the amount paid by the client. We accept no responsibility whatsoever for losses incurred by TRA’s failure to provide the service above the amount paid by the client.

1.6 TRA reserves the right to remove any content without reference to the client if, in its reasonable judgement, the content is offensive or unlawful. We refer specifically to issues concerning unlawful discrimination.

1.7 The client assumes responsibility for all content and indemnifies TRA for any losses caused through the client’s misuse of the site. As an example, if the client posts material that is defamatory or incites or suggests unlawful discrimination, the client shall indemnify TRA against any losses it may incur if it is found to be liable for damages.

1.8 Should the client wish its content to be removed from the site before the end of the contract, it may do so but no refund will be payable for the unused service. 1.9 The contract is formed once the client has accepted our terms and schedule. If the client subsequently does not use the service, the full fees remain payable.

2. Payment

2.1 Invoices for the agreed amount of services will be raised on the date of acceptance of any proposal for the provision of services or on the written acceptance of a schedule.

2.2 The due date will be 21 days from the date of the invoice or, in the case of print advertising, 7 days after the publication date, whichever is the later.

3. Acceptance

3.1 The client will be deemed to have accepted these terms, the terms in the schedule provided and any authorised alteration to these terms agreed by a director of TRA, once an email or any other verifiable confirmation has been provided by the client. For the avoidance of doubt, the contract includes all terms herein, and in the schedule of services and the prices agreed.

3.2 In the event of a conflict between these terms and the schedule provided by TRA and any correspondence from TRA altering these terms, the aforementioned schedule and correspondence shall prevail.

4. General Warranties and Obligations

4.1 The client shall ensure that only authorised employees of the client use the services as set out in the schedule.

4.2 The client shall not disclose any login credentials (user name and/or password) to any third party and shall not resell or licence the services to any third party without TRA’s written consent.

4.3 The client shall deliver its content to TRA in a format compatible with the technical specifications issued by TRA, which are subject to change at the discretion of TRA.

4.4 The client undertakes that its use of the services set out on the schedule and all client content provided shall comply with all laws and codes of practice and shall not be defamatory, unlawfully discriminatory or otherwise objectionable and shall not infringe upon any copyright, trademark or other rights of any third party.

4.5 The client authorises TRA to display the content on other sites within TRA’s group, which includes www.rhr.co.uk and www.fashionpersonnel.co.uk.

4.6 The client warrants that it holds all the necessary consents and licences to use and grants TRA the right to use the client’s content as envisaged by the agreement.

4.7 The client shall not copy, make modifications to, reverse engineer or decompile the back office, except to the extent permitted by law.

4.8 The client shall not use any automatic extraction software (such as software tools commonly known as robots or spiders) or any other means to facilitate the downloading or capture of volume quantities of information from TRA.

5.  Job Advertisements

5.1 The client warrants that:

5.1.1 its job advertisement particulars shall be accurate, honest and truthful;

5.1.2 its job advertisements shall not contain unnecessarily repeated words or phrases intended to cause a false positioning in the search results seen by a jobseeker;

5.1.3 its job advertisements shall not contain links to the client’s website (unless in the course of submitting an application for a job, whereby links will appear under an apply link or button on the site only) or any third party website without the prior written agreement of the company; and

5.1.4 its job advertisements shall not promote any ‘get rich quick’, pyramid selling or network marketing opportunities or similar.

6. Jobseekers and CVs

6.1 The client shall only use CVs and personally identifiable jobseeker information for the purpose of finding employment for jobseekers.

6.2 The client shall keep confidential and not supply or make available to any person, CVs and personally identifiable jobseeker information that the client receives from the company or any jobseeker without the jobseeker’s express consent.

6.3 The client shall comply with the provisions of the Data Protection Act 1998 and, in particular, shall take all appropriate technical, organisational and security measures to prevent unauthorised access, loss and use of personal data relating to jobseekers supplied by the company.

6.4 The client accepts that it is responsible for satisfying itself as to the suitability of jobseekers for a job vacancy and verifying the identity of such jobseekers.

7.  Client Indemnity

The client shall indemnify the company and its partner company, Retail Human Resources plc, against all claims, costs, damages, losses, expenses and liabilities suffered or incurred by the company and its partner company, Retail Human Resources plc, arising as a result of any breach by the client of clauses in section 4.

8.  Intellectual Property Rights

The client acknowledges that all intellectual property rights in the services, technology supporting the services (including the back office) and/or its licensors and partners and that the client has no rights in, or to, such intellectual property other than the right to use in accordance with the advertising agreement.

9.  Limitation of Liability

9.1 TRA has no responsibility to verify the identity of any applicant or their suitability for the role applied for.

9.2 The company shall not be liable to the client under or in connection with the contract for any loss of business, contracts, profits, anticipated savings, data, damage to hardware and software, or for any indirect, special or consequential loss.

9.3 TRA does not accept liability for the loss of any client content.

9.4 TRA’s liability in respect of any failure to perform the services in accordance with the advertising agreement shall be limited to the re-performance of the relevant part of the services as far as is practicable.

9.5 Subject to the provisions of this clause 9, the total liability of the company to the client in respect of any loss or damage under or in connection with the advertising agreement, shall not exceed the aggregate amount of fees paid by the client in the twelve months immediately preceding the incurring of such loss or damage.

10.  Confidentiality

The company and the client agree to keep the terms of the contract and all information that is obtained about the business, finances, technology and affairs of the other strictly confidential.  This clause shall not apply to information which has come into the public domain other than by breach of this clause or as is required to be disclosed by law.

11. Termination

11.1 Either party may terminate the advertising agreement;

11.1.1 immediately upon written notice to the other party if the other party commits any material or persistent breach of any of the provisions of the terms and conditions of the advertising agreement and, in the case of a breach which is capable of remedy, fails to remedy the same within 14 days after receipt of a written notice giving the particulars of the breach and requiring it to be remedied; or

11.1.2 immediately upon written notice to the other party, if the other party shall cease to carry on its business or shall have a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all the liabilities of it) or a court of competent jurisdiction shall make an administration, liquidation or similar order, or shall enter into any voluntary arrangement with its creditors, or shall be unable to pay its debts as they fall due.

11.2 Upon termination of the contract for any of the reasons set out in clause 11:

11.2.1 the client shall immediately cease using the services, permanently delete any access passwords for the services and erase any back office software; and

11.2.2 the client shall immediately pay to the company all outstanding sums due to the company under the current advertising agreement or any other agreements made with the company up to and including the date of termination.

11.3 Termination of the agreement shall not affect the accrued rights or liabilities of the company or the client under the terms and conditions of the agreement nor any provision of the agreement which is expressed or required to survive or operate in such event.

12. General

12.1 The advertising agreement contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, written or oral, between the parties in relation to such matters.

12.2 No amendment, variation or modification to the agreement shall be deemed valid unless it is agreed in writing by the parties.

12.3 The client shall not assign, transfer or deal in any other manner with all or any of its rights or obligations under the agreement without the prior written consent of TRA.

12.4 A person who is not a party to the agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the agreement.

12.5 Nothing in the agreement shall be deemed to create any kind of partnership or joint venture between the TRA and the client.

12.6 No failure or delay by either party in exercising any of its rights or remedies under the agreement shall operate as a waiver of those rights or remedies. No waiver shall be effective unless in writing and shall apply only in relation to the matter in respect of which it was specifically given. No waiver of any breach of the agreement is a waiver of any subsequent or other breach.

12.7 Neither party shall be liable for any delay or non-performance under the agreement caused by any event beyond its reasonable control (a “Force Majeure Event”) provided that the party affected gives prompt notice in writing to the other party of such Force Majeure Event and uses all reasonable endeavours to continue to perform its obligations under the agreement. If the Force Majeure Event continues for more than one month, the party not subject to the Force Majeure Event may terminate the agreement by notice in writing to the other party.

12.8 If any provision of the agreement is held to be illegal, void, invalid or unenforceable the legality, validity and enforceability of the remainder of the agreement shall not be affected.

12.9 Notices under the agreement must be in writing and shall only be deemed to have been duly served if hand delivered, sent by facsimile (provided the transmitting machine reports successful transmission), recorded delivery or email to the contact address of the party set out in the agreement or such other contact address as may be notified by that party under this clause.

12.10 The agreement shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts in relation to any disputes arising under or in connection with the agreement.