Terms for agencies/Version 14 July 2011
TERMS AND CONDITIONS OF SERVICES TO AGENCIES
This page tells you the terms and conditions (terms) on which we, Cambridge Network Limited, trading as Cambridge Recruitment Gateway (we, or CRG) supply any of the services (Services) referred to on our website www.cambridgenetwork.co.uk/jobs (Site) to recruitment agencies (you, or the Agency). Please read these terms carefully before using those Services. You should understand that by requesting any of our Services, and/or registering with us, you agree to be bound by these terms and conditions.
You should print a copy of these terms and conditions for future reference.
Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Services from the Site website or register with us. Please note that CRG reserves the right to reject any application by an agency to use its Service for any reason in its discretion.
www.cambridgenetwork.co.uk/jobs is a site operated by Cambridge Network Limited. We are a limited company registered in England and Wales under company number 03400152 and have our registered office at The Quorum, Barnwell Road, Cambridge CB8 8RE. Our main trading address is The Entrepreneurship Centre, The Hauser Forum, 3 Charles Babbage Road, Cambridge CB3 0GT. This is the geographical address to which you may address any complaints. Our VAT number is 876 3375 84. You may contact us by email at firstname.lastname@example.org
1.1 The definitions and rules of interpretation in this clause apply to these terms.
Agreement: the agreement between CRG and the Agency, incorporating these terms.
Business Day: any day except Saturday or Sunday in which banks in London are open for business.
Candidate: any candidate or potential candidate for a Position (including, where the candidate is a company or other legal entity, the individual Candidate, as the case may be).
Fees: the fees calculated and payable as explained on the Site from time to time.
Position: subject to clause 2.7, any employment vacancy notified by the Agency by such means as CRG requires from time to time for inclusion in the Service.
Service: the service offered by CRG through its website www.cambridgenetwork.co.uk/jobs of obtaining and passing on information relating to Candidates for the purpose of the Agency and its client considering the Candidate’s suitability for one or more Positions and, if the Agency and its client so decide, involving the Candidate in a hiring process and conducting direct discussion with the Candidate.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these terms.
1.3 References to including or includes or in particular shall be deemed to have the words "without limitation" inserted after them.
2. THE SERVICE AND THE PARTIES’ OBLIGATIONS
2.1 CRG agrees to provide the Service to the Agency. Details of the Service are contained in the Site. Please note that our Service at the moment is limited to providing an online portal to view candidates’ CVs. The Agency shall utilise the Service solely for bona fide recruitment purposes. Positions advertised by the Agency will be posted on a separate section of the Site dedicated to agencies. The Agency will comply with any limit on the number of Positions advertised as specified on the Site.
2.2 CRG will only pass on information in respect of Candidates who have notified CRG that they wish to have their details passed to the Agency. CRG has no responsibility for, and makes no warranty or representation in relation to, the number, quality or suitability of Candidates in respect of whom it passes details to the Agency.
2.3 Information which CRG obtains in relation to a Candidate is limited to CV and covering letter and, except to the extent required by law, CRG shall not be responsible for requesting any further information or for any omissions in the information provided.
2.4 In providing the Service CRG acts only as a passive transmitter of information received by it and CRG shall not be responsible for screening, vetting or carrying out any checks on any Candidates or any information provided by them. CRG is not involved in the transaction between the Agency or its clients and Candidates and has no authority to act or speak on behalf of either the Agency, its clients or the Candidate. In particular, CRG shall not, except to the extent required by law, be responsible for assessing the attributes of a Candidate or the suitability of a Candidate for any Position (or the suitability of a Position for any Candidate), or for verifying or collating any evidence that:
- (a) any Candidate’s identity is genuine;
- (b) any Candidate meets any criteria for the position as notified by the Agency;
- (c) any qualifications, experience or professional accreditation notified by a Candidate or required by the Agency have been genuinely attained;
- (d) any Candidate has the right to work in the United Kingdom or any other location; or
- (e) any other information provided by a Candidate is correct, complete and/or not misleading.
2.5 The Agency shall have no right to exclusivity in respect of any Candidate. In particular, CRG may provide details of any Candidates whose details are notified to the Agency and/or whom the Agency or its clients employ, or introduce those Candidates, to its other clients or other organisations without restriction.
2.6 The Agency does not appoint CRG exclusively and may advertise Positions itself.
2.7 CRG reserves the right to refuse to accept, or to reject, any Position for inclusion in the Service or to remove any Position from the Service for any reason it thinks fit. Notwithstanding clause 2.4, the Agency will, as a condition of the relevant Position being included in the Service, give CRG all details and/or confirmations it requests from time to time in respect of the Positions it seeks to be included in the Service. Without limiting the above, unless otherwise specifically agreed with CRG, the Agency warrants and represents that no Position will involve working with, caring for or attending any persons who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention (including any person under the age of eighteen).
2.8 The Agency warrants and represents that it is a bona fide recruitment agency acting on behalf of business clients and that all Positions included in the Service as provided to the Agency are genuine vacancies which the Agency is seeking to fill on behalf of clients.
2.9 The Agency agrees that all information relating to a Position which is advertised or made available by CRG will bear the Agency’s name and contact details.
2.10 The Agency shall:
- (a) comply with all processes required by CRG from time to time in connection with the Service;
- (b) provide all further information in relation to the Agency or the relevant client or any Position as CRG requires in connection with the provision of the Service;
- (c) not attempt to access any area of the Site only intended for Candidates or extract any data contained therein;
- (d) ensure that any information provided to CRG for transmission to Candidates or placing in advertisements or otherwise is true, accurate and not misleading and does not infringe the rights of any third party and inform us immediately if any information provided becomes untrue or misleading;
- (e) comply with all legal and regulatory requirements (including but not limited to The Conduct of Employment Agencies and Employment Businesses. Regulations 2003) in its processes in recruiting for Positions and in placing any advertisements for display by CRG and in the content of any website to which a link is provided or requested by the Agency;
- (f) not disclose to any of its clients or any other third party any information relating to any Candidate other than disclosure to the relevant client to which the specific Position relates, and shall not use any such information except in respect of that Position;
- (g) process all data relating to Candidates in accordance with all legal requirements including the requirements of the Data Protection Act 1998;
- (h) except to the extent the Candidate’s consent has been received, communicate with Candidates solely concerning the Position(s) in respect of which the relevant Candidate has submitted his or her details;
- (j) comply with CRG’s requirements from time to time concerning registration and security procedures (including without limitation maintaining secrecy of passwords); and
- (k) notify CRG immediately upon any Position being withdrawn or filled (whether by a Candidate whose details have been notified as part of the Service or otherwise).
Paragraphs (e), (f), (g) and (h) of this clause 2.10 shall survive termination of the Agreement in respect of any Candidate whose details have been supplied by CRG.
2.11 The Agency shall ensure that its own clients comply with the requirements of clause 2.10 above and shall be responsible for any failure to do so by the client.
2.12 Although CRG takes no responsibility in respect of any links or postings provided by the Agency, CRG reserves the right to edit or reject any such link or posting content as it in its discretion see fit.
2.13 The Agency acknowledges that CRG may pass to a Candidate any and all information it has in relation to the Agency, its clients and/or a Position which it is legally required to notify the Candidate or which it deems appropriate to inform the Candidate.
2.14 CRG shall have the right from time to time to make any changes to the Service which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Service, and CRG shall notify the Agency in any such event.
2.15 Without limiting its other rights or remedies, CRG shall have the right to suspend provision of the Service if:
- (a) circumstances exist as set out in clause 5.5; or
- (b) if the Agency fails to pay any amount on the due date for payment.
3.1 The Agency shall pay CRG the Fees by the means of payment specified on the Site. Where Fees are payable on invoice they must be paid within 30 days of invoice. All Fees are subject to VAT, payable in addition to the Fee quoted.
3.2 CRG may increase the Fees by giving the Agency written notice at least 60 days prior to the commencement of the Contract Period (as defined in clause 4.1) in respect of which the new Fees apply.
3.3 Any sums payable by the Agency which remain outstanding after the agreed date for payment shall carry interest (both before and after judgment) on a daily basis at an annual rate equal to 4% above the base lending rate of Natwest Bank. This clause shall not affect any right to interest which CRG has by law including under the Late Payment of Commercial Debts Act 1998 (as amended).
3.4 The Agency shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding. CRG may, without limiting its other rights or remedies, set off any amount owing to it by the Agency against any amount payable by CRG to the Agency.
3.5 No discount or refund will be payable either to the Agency or its client if, either with or without our knowledge, the client has used CRG’s services in respect of a Position as well as the Agency.
4.1 The Agreement shall commence on the date of registration for the Services and it shall continue for successive periods of one year (Contract Period) or until terminated earlier in accordance with its terms. The Agency shall be committed to pay the Fees for the entire Contract Period even if the Agency has chosen a monthly payment scheme.
4.2 Either party may terminate this agreement with effect from expiry of a Contract Period by written notice to the other given at least 30 days prior to the expiry of the relevant Contract Period.
4.3 CRG may terminate the Agreement at any time on giving notice in writing to the Agency:
- (a) in the event that any payment by the client is outstanding beyond the due date;
- (b) if circumstances exist as set out in clause 5.5;
- (c) if it ceases providing the Service;
- (d) CRG decides in its reasonable discretion that the Agency or its client has misused the Service or the Site or systems or information relating to Candidates in any way or has failed to comply with legal requirements or appropriate practice in relation to the recruitment of any Candidate (including without limitation by breaching the provisions of clauses 2,10(c), 2.10(f) or 2.10(h) of these terms); or
- (e) the Agency has failed to comply in any respect with its obligations under clause 3.5.
4.4 Either party may terminate this agreement immediately on giving notice in writing to the other if:
- (a) the other commits any material breach of this agreement and (in the case of a breach capable of being remedied) shall have failed to remedy the breach within 30 days after receiving a written notice of the breach requiring the breach to be remedied within such period; or
- (b) the other becomes insolvent, is unable to pay its debts, ceases to trade, has a receiver appointed over the whole or any part of its assets, has an administrator appointed, enters into any composition with creditors generally, is wound up or any step is taken towards any of these events.
4.5 This Agreement shall terminate automatically if the Angeny’s membership of Cambridge Network is terminated.
4.6 Any termination of this agreement however caused shall not affect:
- (a) any rights or liabilities which have accrued before the time of termination; or
- (b) the continuance in force of any provision of this agreement which expressly or by implication is intended to come into or continue in force after termination including clauses 5 and 6; or
- (c) the Agency’s liability to pay any Fees.
4.7 The Agency shall not be entitled to any refund of Fees on termination, except that any Fees payable in advance in respect of any unexpired period of the Contract Period shall be refunded pro rata in the event of termination by CRG under clause 4.3(c) or by Agency under clause 4.4.
5. WARRANTIES, INDEMNITIES AND LIABILITY
5.1 Each party warrants that it has full capacity and authority to enter into and perform the Agreement.
5.2 Any dates indicated by CRG in relation to the performance of any of its Services shall be estimates only and time shall not be of the essence for performance of the Services.
5.3 CRG shall not be liable in respect of any failure for any reason, including CRG’s negligence, to introduce or pass on the identity of any to a Candidate to the Agency.
5.4 CRG shall not be liable in relation to any inaccuracy or omission in any data provided as part of the Service or in relation to any temporary inability to access that data or in relation to any loss of that data, which the Agency shall back up on a regular basis.
5.5 CRG shall not be liable in respect of the performance of any obligations to the extent prevented or delayed by (i) any act or omission by the Agency or its clients or any failure by the Agency or its clients to perform any relevant obligation or (ii) any act, event, omission or accident beyond its reasonable control, including failure of a utility service or telecommunications network or breakdown of equipment.
5.6 Except as set out in these terms, all warranties, representations and other liabilities, whether express or implied, under statute or common law or otherwise, and whether other the law of contract or otherwise (and including liability for negligence) are hereby excluded to the extent permitted by law.
5.7 Subject to clause 5.9:
- (a) CRG shall not be liable to the Agency, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of data, or for any indirect or consequential loss arising under or in connection with the Service or the Agreement, even if foreseeable; and
- (b) CRG’s total liability to the Agency in respect of all other losses arising under or in connection with the Service or the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the lesser of the Fee for the relevant Contract Period and £1,000.
5.8 During and after the Agreement, the Agency agrees to protect, indemnify, defend and hold harmless the Agency, and to the extent required from time to time by the Agency, its officers, agents, and employees, from and against any and all expenses, damages, claims (whether valid or invalid), suits, losses, actions, judgments, liabilities, and costs whatsoever (including legal fees on a full indemnity basis) arising out of, connected with, or resulting from:
- (a) the Agency’s or its clients’ use of the Service;
- (b) any claim by any Candidate in respect of any act or omission by the Agency or its clients, including (i) any claim in relation to the Agency’s or its clients’ recruitment process (including a claim for discrimination) (ii) the information provided by the Agency or its clients (in relation to a Position or otherwise) and/or (iii) the Agency’s or its clients’ use or disclosure of information relating to a Candidate;
- (c) any failure by the Agency or its clients to perform any obligation under the Agreement;
- (d) any breach by the Agency or its clients of any legal or regulatory requirement in relation to any Position or Candidate;
- (e) a Candidate’s us of any website to which a link is provided or requested by the Agency or its clients; or
- (f) any other act or omission by the Agency or its clients.
5.9 This clause 5 does not include or limit in any way either party’s liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation or for any matter for which it would be illegal for that party to exclude, or attempt to exclude, its liability.
6.1 The parties shall keep confidential all information of a confidential nature (including information relating to its business, customers and staff) which has been disclosed to it by or on behalf of the other and shall use that information only for the purpose of providing or receiving the intended benefit of the Service.
6.2 This clause 6 shall not prohibit disclosure of information as permitted by the Agreement or as required by law or regulatory or governmental authority, or disclosure by CRG to Candidates and others in connection with the provision of the Service.
6.3 The Agency shall ensure that its own clients comply with the requirements of clause 6 and shall be responsible for any failure to do so by the client.
7.1 All intellectual property rights in or arising out of or in connection with the Service and the software, data or equipment utilised thereby shall be owned by CRG or its licensor as the case may be and no licence is intended to be granted by these terms.
7.2 The Agency shall not be entitled to assign the Agreement in any manner and if it has any affiliated companies which require the benefit of the Service then they must enter into a separate agreement with CRG.
7.3 CRG may sub-contract in any manner any or all of its obligations under the Agreement to any third party or agent as it thinks fit without the prior written consent of the Agency. CRG may by notice to the Agency assign the benefit of the Agreement and all its obligations thereunder at any time to any subsidiary or affiliated company or organisation.
7.4 These terms constitute the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these terms. Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
7.5 A person, company or organisation who is not a party to the Agreement (including without limitation the Agency’s clients) shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement is not subject to the consent of any person, company or organisation that is not a party to the Agreement.
7.6 Any notice or other communication required to be given to a party in connection with the Agreement shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number or sent by email to email@example.com in the case of CRG (or such other email address as it shall from time to time notify) or to an email address notified by the Agency through the Service in the case of the Agency. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax or email, on same Business Day (or, if not sent before 5.00 p.m. on a Business Day, the next Business Day after transmission). This clause 7.6 shall not apply to the service of any proceedings or other documents in any legal action.
7.7 A waiver of any right under the Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
7.8 If a court or any other competent authority finds that any provision of these terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these terms shall not be affected. If any invalid, unenforceable or illegal provision of these terms would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
7.9 Any variation to the Agreement and these terms shall only be binding when agreed in writing.
7.10 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.