Terms & Conditions

Terms and Conditions

Last updated - 5th April 2021

This Agreement, which includes our Privacy Policy governs your use of the Jobscribe service, being an online service to allow Candidates and those seeking candidates for jobs to connect, delivered via our website (www.jobscribe.work), our Software, and Documentation (all as defined below) with the same (all jointly referred to as the "The Company’s Service(s)" or “Service(s)”)

THIS AGREEMENT  SETS OUT THE TERMS OF YOUR CONTRACTUAL RELATIONSHIP WITH THE COMPANY.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST DISCONTINUE THE SUBSCRIPTION PROCESS NOW.  WHERE YOU ARE USING THIS SERVICE ON BEHALF OF A BUSINESS, YOU WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER THIS CONTRACT ON BEHALF OF YOUR COMPANY.

Background
Jobscribe.work is an online platform that allows users to post adverts job openings and role vacancies within their business, promote their business via a directory listing and search for talent directly in our profile database; once suitable talent has been identified, users will be able to contact the individual Candidates directly. Due to the anonymised nature of the Candidate’s skills profiles, the aim of Jobscribe.work is to assist in the de-biasing of the Candidate selection processes.

The Company will grant you access to and use of the Services on a subscription basis.  

You have agreed that you intend to use the Services provided by Jobscribe (“the Company”) on this subscription basis.

The Company has agreed to provide and you have agreed to take and pay for the above Services, subject to the terms and conditions within this agreement. 

Agreed Terms

Interpretation
The definitions and rules of interpretation in this clause apply in this Agreement

Additional Services: any services offered by The Company from time to time which are in addition to the Subscription Services and which are subject to an Additional Services Fee.
Additional Service Fees: any fees agreed by the Client as being payable to The Company, giving The Client access to Additional Services in addition to the Subscription Services which may be offered and requested by you during your subscription.
Additional Services Start Date: means the date on which the Company has received all of the following:
a) your written request to use the Additional Services; and
b) Payment of the Additional Services Fee
such date to be confirmed by the Company by email
Additional Services Term: the period for which the Company will provide the Additional Services to the Client for such period as shall be agreed in writing between the Client and the Company from time to time.
Authorised Users: those employees and contractors who are in the direct or indirect control of The Client and  use The Company’s Service(s).
part of this Agreement. 
Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.
Candidate: means an individual user who has signed up to Jobscribe.work and is looking for roles. With an active Subscription, The Client may view, review, and communicate with Candidates.
Client: any company or organisation that signs up to a subscription with The Company.
Company: means JOBSCRIBE LIMITED, registered in England & Wales with company number 12822529 and the registered address 10 Queen Street, Ipswich, Suffolk, IP1 1SS.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 7.5.
Client Data: the data inputted by you, or Jobscribe on your behalf for the purpose of using The Company’s Services. 
Client Materials: means any logo, artwork, company assets, branding materials, or copy that the Client provides to The Company, which are required by The Company as part of your Subscription. 
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures:  as defined in the Data Protection Legislation.
Data Protection Legislation: UK Data Protection Legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); 
Documentation: the documents made available to you by The Company from time to time which set out a description of The Company’s Services and the user instructions for your use of The Company’s Services.
Jobscribe User Notice: means any terms that apply to the access by an Authorised User to the The Company’s website or services.
Jobscribe.work: the website or mobile application that allows you access to The Company’s services.
Services: means the Subscription Services and the Additional Services (if applicable)
Sign Up Form: form required to be completed by The Client and submitted to The Company following your acceptance of this Agreement . This form will include key details about The Client, contact details and which services you wish to use the terms of which are incorporated into and form part of this Agreement
Software: any website, software or mobile applications which The Company may make available (subject to the Jobscribe User Notice) for The Client (and Authorised Users) to install in order to access the Company’s Services from a variety of sources, from time to time.
Start Date: the date on which the Company has received all of the following:
a) your acceptance of these terms and conditions; 
b) your completed Sign Up Form; and
c) payment in cleared funds of your annual Subscription Fees
such date to be confirmed to you by email.
Subscription(s): the subscription purchased by The Client pursuant to Clause 6 which entitles The Client and any Authorised Users to access, receive and use the Subscription  Services and the Documentation in accordance with this Agreement, and the applicable Subscription Information.
Subscription Fees: the subscription fees payable by The Client to The Company for the Subscription Services calculated in accordance with the Subscription Information.
Subscription Information: the information set out in, or attached to, the Sign Up Form, which sets out any levels of Subscription, the Subscription Fees, and any limitations that apply to your current Subscription.
Subscription Services: means the services that the Company will provide to the Client to include, use of the platform Jobscribe.work, posting an unlimited number of jobs on Jobscribe.work, reviewing an unlimited number of Candidate profiles, the ability to contact Candidates and any other services that the Company shall in in its absolute discretion provide from time to time.  
Subscription Term: means an initial term of 12 calendar months and then annually thereafter until this Agreement is terminated in accordance with clause 10 
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Virus: anything (including any hardware, software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
you, your and yours:  means you, The Client who wishes to be granted a Subscription.

Clause, schedule and paragraph headings shall in no way affect the interpretation of this Agreement.

A person includes an individual, corporate or unincorporated body (whether having separate legal personality or not) and that person's legal and personal representatives, successors or permitted assigns.

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

Words in the singular shall include the plural and vice versa.

A reference to one gender shall include a reference to the other genders.

A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

A reference to writing or written shall include faxes and e-mail (save that e-mail shall not be accepted as a means for serving notice of any legal proceedings).

References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

1 Subscriptions and Your Obligations
1.1 This Agreement shall come into force on the Start Date  
1.2 Subject to you paying the Subscription Fees and the restrictions set out in this clause 1, and you observing the provisions of this Agreement, you have the right to use Subscription Services and the Documentation during the Subscription Term in accordance with the Sign Up Form and the Subscription Information. 
1.3 The Company shall provide you with unique login credentials to access The Company’s Services. These credentials shall be required should you access The Company’s Services.  During the Subscription Term you will be able to add additional Authorised Users to use the Services subject to Additional Service Fees.  You hereby expressly acknowledge that Authorised Users will have access to your Jobscribe.work account. Only invite or disclose information to those in your organisation with appropriate authority. 
1.4 You (and, under your direction, any Authorised Users are aware of and observe, where applicable), agree that:
- you are over the age of 18 (or have express consent from an adult over the age of 18);
- you shall keep any and all password and log-in information confidential and only provide it to those Authorised Users who require it;
- You are solely responsible for giving required login credentials of an appropriate level to your appointed individuals;
- you shall notify The Company immediately if you become aware of, or suspect, that any unauthorised third party has knowledge of, or access to any password and log-in information provided to you by The Company;
- you shall make any and all Authorised Users aware of this Agreement and undertake to comply with them (and you shall remain responsible at all times for the actions or omissions Authorised Users); 
- you shall comply with all computing security procedures that may be deemed reasonably necessary as directed by The Company;
- you shall comply with all applicable laws and regulations with respect to your activities under this Agreement;
- you shall be responsible for any breach by an Authorised User of this Agreement;
- you shall be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to The Company’s data centres; 
- any and all problems, conditions, delays, delivery failures and any other loss or damage arising from, or relating, to your network connections or telecommunications links or caused by the internet will not be the responsibility of The Company or any of its’ employees;
- provide The Company with:
o all necessary co-operation in relation to this agreement; and
o all necessary access to Client Data, security access information and configuration services as may be reasonably required by The Company to provide The Company’s Services; 
- carry out all responsibilities required from you as set out in this agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, The Company may adjust any agreed timetable or delivery schedule as reasonably necessary;
- obtain and shall maintain all necessary licences, consents, and permissions necessary for The Company, its contractors and agents to perform their obligations under this agreement;
1.5 You or your Authorised Users shall not upload, store, distribute or transmit any Viruses, or any material during the course of your use of The Company’s Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- encourages or facilitates illegal activity;
- depicts sexually explicit images or wording;
- promotes violence;
- is discriminatory based on race, gender, religious belief, sexual orientation or identification, disability, or any other illegal activity; or
- causes damage or injury to any person or property;
1.6 The Company reserves the right, without liability to you or prejudice to its other rights, to disable your access to any material that breaches the provisions of Clause 1.5.
1.7 You shall prevent any unauthorised access to, or use of, The Company’s Services and/or the Documentation and, in the event of any such unauthorised access or use, immediately notify The Company in writing.
1.8 You confirm that any answers you give in the Sign Up Form are true and correct to the best of your knowledge.  If The Company becomes aware of any inconsistencies in the answers given by you, or a breach of this Agreement The Company reserves the right to:
- adjust your Subscription and the Subscription Fee accordingly and invoice you retrospectively for any shortfall in the actual Subscription Fee paid by you and the Subscription Fee due from you which will be paid by you immediately; or
- terminate your Subscription.
1.9 The Company can enforce Clause 1.8 without prejudice to any other right that The Company may have, including for any claim for damages. 
1.10 You shall provide such information to The Company as it may reasonably request and that The Company considers reasonably necessary for the purpose of providing The Company’s Services.
1.11 The rights provided under this Clause 1 are granted to you only and shall not be considered granted to any subsidiary, holding or parent company.
1.12 Should The Company make available to you Software to access The Company’s Services, your use of the Software shall be at all times subject to The Jobscribe User Notice which you hereby accept, and each Authorised User under your employ or control is required to adhere to the same.
1.13 The Company does not warrant that any Software provided will be compatible with other third-party software, nor does it warrant that operation of The Company’s Services and the Software will not damage or disrupt other software or hardware. Any issues related to the Software, including any system requirements, are covered and limited by the terms of this Agreement.
1.14 You shall at all times remain solely responsible for the information, media, materials, content (audio, visual or otherwise)  and/or advice and/or correspondence using The Company’s Services, including, without limitation, any information that may be sent from an Authorised User to a Candidate and you hereby agree to indemnify, and keep indemnified and hold harmless The Company, its directors, employees, agents and related parties against any and all damages (direct or indirect, consequential or otherwise), claims, losses, or fines as a result of your (or your Authorised Users’) use of The Company’s Services.  
1.15 No exclusivity shall be implied or otherwise construed regarding the supply of The Company’s Services to you.  

2 The Company’s Obligations
2.1 The Company shall, during the Subscription Term, provide The Company’s Services to you  subject to the terms of this Agreement.
2.2 The Company does not make any representation or warranty regarding uptime or availability of The Company’s Services or Jobscribe.work.
2.3 The Company reserves the right at any time to modify The Company’s Services and/or Documentation without notice, in order to comply with law, regulations, or security requirements.
2.4 The Company undertakes that The Company’s Services will be performed and made available with reasonable skill and care.
2.5 Notwithstanding the foregoing, The Company:
- does not warrant that your use of The Company’s Services will be uninterrupted or error-free, nor that the Services, Documentation and/or the information obtained by you through The Company will meet your requirements; and
- is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that The Company’s Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3 Changes to Subscription and Additional Services 
3.1 If you wish to request Additional Services, you shall either contact The Company in writing or via the admin profile within your account. Such requests shall only take effect upon The Company providing its written acceptance and confirmation of your payment for the Additional Services.
3.2 The Company shall confirm acceptance of your request via email to the email given during the set-up of your account.  
3.3 The Company shall, when it has confirmed it can make available the Additional Services to you, charge you via the billing details provided during sign-up for the Additional Services Fees and make such Additional Services available to you via The Company Services on receipt of the Additional Services Fees.
3.4 Where you request a requirement for functionality beyond that which is available currently within The Company Services, the development of the same by The Company or its agents or partners shall be subject to agreement and further applicable terms.  

4 Proprietary Rights
4.1 You acknowledge and agree that The Company own all intellectual property rights within or pertaining to Jobscribe.work, The Company’s Services, the Documentation or the Additional Services. Except as expressly stated herein, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of Jobscribe.work, The Company’s Services, the Documentation or the Additional Services.  Access is granted on a subscription basis only, and you shall have no rights to The Company’s Services when your Subscription terminates. You will at all times remain the owner of the Client Materials save that you hereby grant The Company a limited use licence for the purpose of using such Client Materials in the performance of The Company Services (i.e. the customisation of The Company Services with your trade mark or logo). 
4.2 You shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; and except to the extent expressly permitted under this Agreement: 
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Jobscribe.work, the Company’s  Services and/or Documentation and/or Additional Services in any form or media or by any means; or
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Jobscribe.work or The Company’s Services; or
- access all or any part of Jobscribe.work, The Company’s Services and Documentation in order to build a product or service which competes with The Company; or
- use Jobcribe.work, The Company Services and/or Documentation and/or Additional Services to provide The Company Services to third parties; or
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Jobscribe.work,  The Company Services and/or Documentation and/or Additional Services available to any third party, or
- attempt to obtain, or assist third parties in obtaining, access to Jobscribe.work, The Company Services and/or Documentation and/or Additional Services.

5 Client Data
5.1 You shall own all right, title and interest in and to all of the Client Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.
5.2 The Company shall follow its archiving procedures which may be amended by The Company in its sole discretion from time to time. In the event of any loss or damage to Client Data, your sole and exclusive remedy against The Company shall be for The Company to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by The Company in accordance with the archiving procedure. The Company shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party.
5.3 The Company shall, in providing The Company’s Services, comply with its Privacy Notice relating to the privacy and security of the data, available here[hyperlink]. This document may be amended from time to time by The Company at its sole discretion.
5.4 Both parties shall comply with all applicable requirements of the Data Protection Legislation. This Clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.  This includes, without limitation, making available your own privacy notice and policies to Candidates where you are collecting their personal data, and liaising with them.
5.5 The parties acknowledge that:
- if The Company processes any personal data on your behalf when performing its obligations under this agreement, you are the controller and The Company is the processor for the purposes of the Data Protection Legislation. 
- in most instances, where you message or offer a role to a Candidate via Jobscribe.work The Company is making available that Candidate’s personal data in accordance with its privacy notice.  That transfer shall be deemed a controller to controller transfer.
o However, following contact from a Candidate, where you require a transfer of a Candidate’s details via API or other means to a third party database (where The Company has the technical capability to do so) you acknowledge that The Company may do so, such transfer shall be undertaken by The Company acting as processor on your behalf.  You undertake to identify a legitimate basis for the transfer, the appropriate legal grounds, and fulfil all requirements in accordance with 5.4. The Company has no responsibility for any performance of any third party following such transfer.
5.6 Without prejudice to the generality of clause 8.4, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to The Company for the duration and purposes of this agreement so that The Company may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf, including, without limitation, any transfer to a third party as stated in 5.5.
5.7 Without prejudice to the generality of clause 5.4, The Company shall, in relation to any personal data processed in connection with the performance by The Company of its obligations under this agreement as processor:
- process that personal data only on your documented written instructions unless The Company is required by the laws of any member of the European Union or by the laws of the European Union applicable to The Company and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where The Company is relying on Applicable Laws as the basis for processing personal data, The Company shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit The Company from so notifying you;
- not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
o The Company or you have provided appropriate safeguards in relation to the transfer;
o the data subject has enforceable rights and effective legal remedies;
o The Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
o The Company complies with reasonable instructions notified to it in advance by you with respect to the processing of the personal data;
- assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify you without undue delay on becoming aware of a personal data breach;
- at your written direction, delete or return personal data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the personal data; and
- maintain complete and accurate records and information to demonstrate its compliance with this Clause 5 and inform you if, in The Company’s opinion, an instruction infringes the Data Protection Legislation.
5.8 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it). 
5.9 Either party may, at any time on not less than 30 days' notice, revise this clause 5 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
5.10 You hereby indemnify, shall keep indemnified, and hold The Company, its directors, employees, agents and related parties, harmless from any and all indirect or direct losses, damages, claims, fines, costs, whether foreseeable or otherwise, as a result of any breach by you of this Clause 5.

6 Charges and Payment
6.1 You shall pay the Subscription Fees to The Company via a mutually agreeable method.
6.2 Prior to the Start Date, if you have not already provided these, you will be required to provide an up to date billing method or an address that invoices must be sent to. The Company will make available downloadable invoices to you on or before the date on which payment is due, and payment must be made by the agreed due date. Payments are always made in advance and your Subscription will not commence and access shall not be provided to The Company’s Services until payment has been received.
6.3 The Company shall invoice you and you shall pay: 
- the Subscription Fees payable in respect of the Subscription (where Subscription Fees apply in accordance with the Subscription Information) on the Start Date for the initial 12 months Subscription Term commencing on the Start Date; and
- on each subsequent annual ‘anniversary’ of the Start Date, the Subscription Fees payable in respect of the next year of the Subscription Term.
6.4 The Company shall invoice you and you shall pay: 
- the Additional Services Fees payable in respect of the requested Additional Services on the Additional Services Start Date until the end of the Additional Services Term.; and
6.5 If The Company has not received payment within 7 days of the due date, without prejudice to any other rights and remedies of The Company:
- The Company may, without liability to you, disable your password, account and access (and Authorised Users’ rights to access and use) to all or part of The Company’s Services and shall be under no obligation to provide any or all of The Company’s Services while the invoice(s) concerned remain unpaid; and
- remove any job postings, profile pages or postings so that Candidates may not view these; and
- interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base rate of Starling Bank from the date on which said payment was due and continuing until fully paid, whether before or after judgment.
6.6 All amounts and fees stated or referred to in this Agreement:
- shall be payable in pounds sterling;
- are non-cancellable and non-refundable;
- are exclusive of value added tax, which shall be added at the appropriate rate.
6.7 The Company shall be entitled to increase the Subscription Fees at the start of each Renewal Period.
6.8 If The Company decides to exercise its right under clause 6.7, The Company shall provide you with at least 14 (fourteen) days’ written notice prior to each anniversary of the Start Date .  Upon receipt of this notice, you may:
- reply in writing to The Company within 7 (seven) days of the above notice stating that you do not wish to continue to receive a Subscription for any further period.  If you exercise this right, you shall continue to receive the Subscription until it terminates automatically at the end of the then current Subscription Term; or
- not do anything, in which case, if The Company has not received a written notice stating otherwise, The Company will ensure that the Subscription Term automatically renews for subsequent periods on the basis of the revised Subscription Fees and your invoicing shall be amended accordingly.

7 Confidentiality
7.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party’s lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- is independently developed by the receiving party, which independent development can be shown by written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
7.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
7.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of this Agreement.
7.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
7.5 You acknowledge that details pertaining to this Agreement and mechanisms/workings of the The Company’s Services constitute The Company’s Confidential Information.
7.6 You hereby agree that The Company can disclose its relationship with you, and include your trade mark, company name, brand name or other identifier in its marketing and PR materials (online and offline).
7.7 The Company acknowledges that Client Data is your Confidential Information.
7.8 The entirety of this confidentiality clause (10) shall survive termination of this Agreement, howsoever that termination may arise.

8 Indemnity
You shall defend, indemnify and hold harmless The Company against claims, actions, proceedings, losses, damages (both indirect and direct), expenses and costs (including without limitation court costs and legal fees) arising directly as a result of your use of Jobscribe.work, The Company’s Services and/or Documentation and/or Additional Services including any claim or demand made by any Authorised User or Candidate as a result of the same.  This indemnity shall not give cause to any liability where such claim relates to any act or omission of The Company (including the infringement of any intellectual property rights of any third party by making The Company’s Services available).

9 Limitation of Liability

9.1 Except as expressly and specifically provided in this agreement:
- you assume sole responsibility for results obtained from the use of Jobscribe.work,  The Company’s Services and the Documentation, and for conclusions drawn from such use including the appointment or engagement of any Candidate.  You are solely responsible for clearing, appraising and confirming the skill sets, qualifications and quality of any Candidate. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts you provide to The Company in connection with The Company’s Services, any information provided by a Candidate, or any actions taken by The Company at your direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
9.2 Nothing in this agreement excludes the liability of The Company:
- for death or personal injury caused by The Company's negligence; or
- for fraud or fraudulent misrepresentation. 
9.3 Subject to Clause 9.1 and Clause 9.2:
- The Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
- The Company's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.

10 Term and Termination
10.1 This Agreement shall, unless otherwise terminated as provided in this Clause 10, commence on the Start Date and shall continue for the Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive 12 month periods, unless:
- either party notifies the other party of termination, in writing, at least 7 days before the next anniversary of the Start Date in which case this Agreement shall terminate at 11:59pm on the day before the next anniversary of the Start Date; or
- otherwise terminated in accordance with the provisions of this Agreement.
10.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if: 
- that other party commits any material breach or persistently breaches any of its obligations under this Agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or
- that other party ceases to trade (either in whole, or as to any part or division involved in the performance of this letter) or becomes insolvent or is otherwise unable to pay its debts within the meaning of the insolvency legislation applicable to that party.
10.3 On termination of this Agreement for any reason:
- all rights of access to The Company’s Services under this Agreement shall immediately cease including any right of Authorised Users within your employ or control to access The Company’s Services; 
- each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
- The Company shall suspend the account, making it not visible to users and Candidates, including any postings. The Company shall hold this account data (and any Client Data and Materials within the same) for a period of 6 months.  Following this period, The Company may destroy or otherwise dispose of any Client Data or Client Material in its possession; and
- the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

11 Force Majeure
The Company shall have no liability to you under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, virus (including COVID-19) strikes, lock-outs or other industrial disputes (whether involving the workforce of The Company or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

12 Waiver
12.1 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
12.2 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

13 Severance
13.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
13.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

14 Entire Agreement
14.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
14.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

15 Assignment
15.1 You shall not, without the prior written consent of The Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
15.2 The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

16 No Partnership or Agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

17 Third Party Rights
This Agreement do not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

18 Notices
18.1 Any notice required to be given under this Agreement shall be in writing and shall be:
- delivered by hand, or by prepaid first class post or recorded delivery to either party’s registered address or such other address as given; or 
- sent by email to the email address provided by you during the registration process, or in the case of The Company, to hello@jobscribe.work.
18.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). A notice sent by email shall be deemed to have been received at the time of transmission (as shown by an email send receipt).

19 Governing Law and Jurisdiction
19.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England and Wales.
19.2 The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.

20 Amendments to this Agreement
The Company reserves the right to update this Agreement by providing you written notice of the same, which, unless you provide written notice to the Company within 7 days of the updated terms being issued to you, you shall be deemed to have accepted the next time you log in, or use, The Company’s Services.