Last Revised: 24/04/2017
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THIS SITE IN ANY WAY, INCLUDING USING THE SERVICE, CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE SITE, YOU WARRANT AND REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH JOB-DROP.COM, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE EMPLOYER, AND TO BIND THAT COMPANY TO THE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICE.
Throughout this document, the words “Job-Drop.com,” “us,” “we,” and “our,” refer to our company, JobDrop Group Limited, our Site or our Service, as is appropriate in the context of the use of the words. The term “Candidate” will refer to users of our Service who are seeking employment and/or contractor opportunities through Job-Drop.com. The term “Employer” will refer to a company that is interested in hiring Candidates through the use of our Service. The term “you” refers to the individual or legal entity, as applicable, identified as the user when you register on the Site.
You agree to keep all information gained from using our Site confidential. You agree that (1) you will use any content submitted by Candidates in accordance with applicable privacy and data protection laws; (2) you will not disclose the names or identities of any Candidates listed for on Job-Drop.com at any time, outside of your recruiting or hiring department; AND (3) you will take appropriate physical, technical and administrative measures to protect content you obtain through use of the Site and/or Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly disclose or disseminate any job offers which you become aware of through our Site or Service.
Our Service may allow you to upload photos, CVs, projects and other information and may allow you to message or communicate in other ways with other users through our Service. Any information that you post, transmit or submit through our Site or Service will be referred to as “Content” throughout this Agreement.
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY JOB-DROP.COM IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Agreement available at the Site. We will also update the “Last Revised” date at the top of the Agreement. If we make any material changes, and you have registered to use the Service, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to the Agreement will be effective immediately for new users and for existing users. If you do not agree to any change(s) after receiving a notice of such change(s), you may stop using the Site and/or the Service. Otherwise, your continued use of the Site and/or Service constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.
2. Job-Drop.com Description
Job-Drop.com is an online service that connects Candidates with Employers through a non-binding interview request process for a Candidate’s services. As a Candidate, you have an opportunity to find a position with an Employer with transparency as to role and compensation in each interview request.
As an Employer, you can find qualified talent and reduce the costs involved with hiring and retaining such talent. You may send interview requests ("Requests") for any Candidates on our Service that you feel may be a fit for your company. However, these Requests are non-binding and do not create a binding employment contract. A Service Fee (as defined in Section 7 below) will only be collected from you in accordance with Section 7 after you have successfully hired a Candidate. YOU UNDERSTAND THAT JOB-DROP.COM DOES NOT ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS). YOU AGREE TO: (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE MAKING AN OFFER OF EMPLOYMENT TO A CANDIDATE AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED EMPLOYMENT OF ANY CANDIDATE.
In registering for an account on the Site, you agree to (1) provide true, accurate, current, and complete information about yourself as prompted by the Service registration form (“Registration Data”), and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your account. If you provide any content that is untrue, inaccurate, not current, or incomplete, or Job-Drop.com has reasonable grounds to suspect that such Content is untrue, inaccurate, not current or incomplete, Job-Drop.com has the right to suspend or terminate your account and refuse any and all current or future use of the Site and/or Service. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account. You agree not to create an account or use the Site or Service if you have been previously removed by Job-Drop.com, or if you have been previously banned from the Site or Service.
In order to use Job-Drop.com as a Candidate you must register and create a profile. Registration is free. When registering with Job-Drop.com, we may require you to provide us information such as your name, e-mail address, employment history, work experience, immigration status and skill set. Furthermore, you agree to provide us with any other identifying documents that we may request. We may also allow you to use a third party service such as GitHub, Facebook or Twitter to register. We may review the information that you provide to us during the registration process and we may also review any other information about you that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to use our Service.
In order to use Job-Drop.com as an Employer you must also register. Registration is free. When registering we may ask you for additional information related to your company and the types of Candidates you are looking for. We may also allow you to use a third party service to register. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to engage with, and make Requests to, Candidates that have posted their profiles on Job-Drop.com.
4. Conduct of Employment Agencies and Employment Businesses Regulations 2003
Job-Drop.com, the Employer and the Candidate agree that for the purposes of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (the "Conduct Regulations"), Job-Drop.com shall be an 'employment agency', the Employer shall be a 'hirer' and the Candidate shall be a 'work-seeker', as defined in the Conduct Regulations and Employment Agencies Act 1973.
By accepting the terms set out in this Agreement, the Candidate agrees to provide Job-Drop.com with such information as Job-Drop.com may reasonably request, including (without limitation) as to the identity of the Candidate and information in relation to the Candidate’s experience, training, qualifications and authorisations as are necessary to undertake the work. The Candidate accepts that Job-Drop.com may not be able to introduce the Candidate to an Employer if any of the information requested is required and has not been provided.
By accepting the terms set out in this Agreement, the Employer agrees to provide all the information needed by Job-Drop.com to enable Job-Drop.com to comply with its obligations under the Conduct Regulations. This includes (but is not limited to) providing the following information to Job-Drop.com as soon as reasonably practicable after such information has been requested by Job-Drop.com:
The Employer shall notify Job-Drop.com as soon as reasonably practicable if any of this information changes. The Employer accepts that Job-Drop.com may not be able to introduce a Candidate if any of the information referred to above has not been provided.
The Employer shall indemnify and keep indemnified the Job-Drop.com Parties and their respective officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable legal fees) arising from the Employer's breach of any of its obligations under this Section 4, including as a result of the Employer's failing to provide the information required or providing information which is inaccurate or incomplete.
5. Your Responsibilities
You are responsible for your use of the Site and Service and for any use of the Site or Service made using your account. You agree not to access, copy, or otherwise use the Site or the Service, including our intellectual property and trademarks, except as authorised by this Agreement or as otherwise authorised in writing by Job-Drop.com.
Remember when using Job-Drop.com we ask you to act reasonably and responsibly with others. Your continued access to our Site and use of our Service are contingent on your agreement to act in a proper manner. When using our Site and/or Service:
Without prejudice to any other rights, Job-Drop.com may terminate your account for violating one or more of your responsibilities, for violating applicable laws, rules or regulations, any other provision in this Agreement, or for any other lawful purpose or at our discretion, with or without notice.
6. Requesting Interviews and Hiring
After an Employer’s registration has been accepted by us, the Employer will be able to browse the Candidates on our Site, communicate anonymously with these Candidates, and submit preliminary non-binding Requests to Candidates. If an Employer hires a Candidate from our Site, the Employer will owe Job-Drop.com a Service Fee (as defined in Section 7 below).
Once an Employer has discovered a Candidate on our Site or Service, the Employer agrees to communicate exclusively with the Candidate through our Site and Service for the duration of the Request process. The Employer and the Candidate may use other means of communication during the hiring process. The Employer agrees not to attempt to circumvent our Site and/or Service by independently attempting to communicate and hire the Candidate through alternative means after discovering the Candidate on our Site or Service.
Job-Drop.com does not act as an agent for the purposes of the Request process. Job-Drop.com merely provides Candidates a location and the software tools to enable them to find and connect with Employers. Candidates and Employers are solely responsible for any issues arising from the use of the Job-Drop.com.
Any agreements created between an Employer and a Candidate are not binding on us. We are not liable for, or obligated to enforce, any agreements between an Employer and a Candidate. You will not consider Job-Drop.com, nor will Job-Drop.com be construed as, a party to such agreements, whether or not Job-Drop.com receives some form of remuneration in connection with the agreements, and Job-Drop.com will not be liable for any costs or damages arising out of or related to such transaction.
7. Payments and Refunds
A Candidate agrees to promptly notify Job-Drop.com if the Candidate (1) accepts an offer of employment (an “Employment Offer”), whether for an indefinite or fixed term, (2) accepts an offer of employment as a contractor or consultant (a “Consulting Engagement”), whether for an indefinite or fixed term, (3) accepts an Employment Offer or a Consulting Engagement during or within twelve (12) months after termination of an Internship (as defined below) of any duration (a) with an Employer who was identified by the Candidate through the use of our Site or Service or (b) from an Employer who identified the Candidate through the use of our Site or Service, or (4) accepts an Employment Offer made by an Employer during or within twelve (12) months after termination of a Consulting Engagement with such Employer, each of the above a “Offer”. The date on which a Candidate commences work under an Employment Offer or Consulting Engagement is the “Start Date”.
If you are a Candidate who is using our Site and/or Service, you agree that (1) if you receive an Offer, you shall promptly notify Job-Drop.com of your Start Date and the key terms of such Offer (and notify Job-Drop.com promptly should any details of the Offer change at any time), (2) you shall provide Job-Drop.com with (a) a copy of a fully executed Offer letter, or (b) execute a document between Employer, Job-Drop.com and Candidate that states material employment terms, including, among other things, Start Date and compensation, promptly upon the signing of an Offer letter between you and such Employer (the “Effective Date”), as requested by Job-Drop.com, and (3) you will promptly notify Job-Drop.com after termination of your employment as a consultant or contractor (“Employment”) in the event that (a) an Employer terminates your Employment based on unsatisfactory performance within thirty (30) days of the date on which your Employment commenced, or (b) you voluntarily terminate your Employment within thirty (30) days of the date on which your contact commenced. In the event that before the Start Date, either Employer or Candidate elect not to begin the employment relationship contemplated by the Offer, Candidate shall promptly notify Job-Drop.com. In the event that within thirty (30) days of the date on which your Employment commenced (4) an Employer terminates your Contract (other than as part of a reduction in force) or (5) you voluntarily terminate your Employment, and (6) you have received the Candidate Payment, then Job-Drop.com is entitled to the return of the Candidate Payment and you shall promptly return that Candidate Payment to Job-Drop.com. The foregoing repayment amount is a debt immediately owed to Job-Drop.com and the Candidate will pay for any professional fees Job-Drop.com incurs in enforcing such repayment obligation.
The Employer will be able to make Requests and contact (through the Service) Candidates listed on our Site and Service. If a Candidate identified through use of our Service accepts an Offer within twelve (12) months of the date on which the Employer first viewed the Candidate on the Site, the Employer will be charged a Service Fee. For purposes of this Agreement, "Service Fee" shall refer to both Upfront Service Fees and Monthly Service Fees, and shall be collected, as set forth below:
In the case of a Consulting Engagement within twelve (12) months of the date on which the Employer first viewed the contractor or consultant on the Site, the Employer shall pay a fee equal to 15% of the compensation to be paid for the period of such Consulting Engagement (the “Consulting Fee”). Employer shall provide Job-Drop.com with a monthly compensation estimate of which 15% of this amount shall be due and payable fourteen (14) days after the Start Date and each subsequent payslip is submitted of Consulting Engagement, for as long as the Consulting Engagement continues. If Candidate works more or less than the monthly compensation estimate, Employer will inform Job-Drop.com and future invoices will be modified accordingly.
In the event that a Consulting Engagement results in the Candidate accepting an Employment Offer, the Employer shall pay a Service Fee equal to 20% of the Candidate’s first year base salary (the “Conversion Upfront Service Fee”), which amount shall be due and payable thirty (30) days after the Start Date. Employers choosing the Consulting Engagement option are required to (1) complete the Job-Drop.com Direct Debit Authorization Form allowing Job-Drop.com to directly withdraw, debit or charge monthly payments from Employer’s designated bank or credit card account(s), and (2) be subject to a credit review.
Employers are required to promptly notify Job-Drop.com once a Candidate has accepted an Offer and notify Job-Drop.com of the Start Date for such Candidate (including prompt notification of any subsequent changes in such Start Date.) Employers shall provide Job-Drop.com with (1) a copy of a fully executed Offer employment offer letter, or (2) execute a document between Employer, Job-Drop.com and Candidate that states material employment terms, including, among other things, Start Date and compensation promptly upon the Effective Date. In the event that before the Start Date, either Employer or Candidate elect not to begin the employment relationship contemplated by the Offer, Employer shall promptly notify Job-Drop.com and the Candidate shall not be eligible for any Candidate Payment.
The Employer agrees to pay Job-Drop.com a Service Fee for any Offer which is accepted by a Candidate within twelve (12) months of the date on which the Employer first viewed the Candidate on the Site, as defined above.
Notwithstanding the foregoing, in the event of a Service Fee dispute, if an Employer can establish that the Employer had an Active Process (as defined below) with the Candidate before using our Site and/or Service (e.g., the Candidate had already begun the interview process with the Employer and such process had not been terminated, or the Employer had received the Candidate’s CV from an employment agency or head-hunter and was under active consideration by the Employer), the Employer may be exempted from paying the Service Fee. However, the final determination as to whether a Service Fee is owed by the Employer for an accepted Offer will be at the sole discretion of Job-Drop.com. For the purposes hereof, “Active Process” shall mean continuous direct, back & forth communication, in an active recruiting or hiring context where a decision to put a candidate on hold or reject has not been made, within the three (3) months prior to using the Site or Service for a Candidate that exists in Employer’s applicant tracking system or that was submitted by a recruiting agency. IF YOU ARE AN EMPLOYER who is using our Site and/or Service, YOU agree to the Service Fee provisions. If you do not agree with any of the provisions of this Agreement, please terminate your account immediately and cease using Job-Drop.com. YOUR OBLIGATION TO PAY ANY SERVICE FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
If an Employer circumvents our Site and/or Service after discovering a Candidate through our Site and/or Service and subsequently hires that Candidate within twelve (12) months of the date on which the Employer first viewed the Candidate on the Site, the Employer will pay on first demand and Job-Drop.com may invoice the Employer a Service Fee equal to 25% prorated contractor/consultant compensation of the Candidate and Job-Drop.com may, in its sole discretion, terminate the Employer’s account.
Employer agrees to pay the Service Fees charged to Employer’s account in accordance with the fees, charges, and billing terms in effect at the time the Service Fee is due and payable hereunder. Employers choosing the Monthly Service Fee, Consulting Engagement or the Subscription option acknowledge and agree that the same is conditional upon completion of the Job-Drop.com Direct Debit Authorisation Form allowing Job-Drop.com to directly withdraw, debit or charge monthly payments from Employers' designated bank or credit card account(s). By accepting Job-Drop.com’s Terms of Service, Employer agrees that Job-Drop.com is authorised to immediately withdraw Service Fees due and payable to Job-Drop.com hereunder from Employer’s account and that no additional notice or consent is required. Employer agrees to immediately notify Job-Drop.com of any change in its billing address or any account information provided to Job-Drop.com used for payment hereunder. Failure by the Employer to pay or provide sufficient details to Job-Drop.com to establish the payment process described above may result in the temporary or permanent suspension and/or termination by Job-Drop.com of this Agreement, at its sole discretion.
Changes in Fees and Billing Methods
At Job-Drop.com we value Employers' satisfaction in using our Site and Service to hire great Candidates. If (1) an Employer hires a Candidate and terminates the Candidate’s Employment based on unsatisfactory performance within thirty (30) days of the Start Date, or (2) a Candidate voluntarily terminates his or her Employment within thirty (30) days of the Start Date, or (3) Candidate does not start Employment because either Employer or Prospective Employer elects not to begin the employment relationship contemplated in the Offer (each, a “Termination Event”), upon written receipt and confirmation of such information, Job-Drop.com will fully refund any unworked fee’s. In the event that the Employer was paying a Monthly Service Fee for the Candidate who was the subject of the Termination Event, no refund shall be owed to the Employer; however, the Employer’s obligation to pay future Monthly Service Fees shall terminate as of the date on which the Candidate’s Employment terminates. No refunds shall be provided for Conversion Upfront Service Fees or for Subscription Employers.
8. Limitations on Liability
Through Job-Drop.com’s Site and Service users of Job-Drop.com may be able to post content about third parties. Third parties have no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any terms of the Agreement and Job-Drop.com is not liable to third parties for any content that has been posted or viewed on Job-Drop.com’s Site or Service. For your convenience, the following are some important details of this Agreement that affect your rights and remedies:
SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION 8, YOU UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, JOB-DROP.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE AND/OR SERVICE NOR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT JOB-DROP.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, IN EACH CASE ON ANY THEORY OF LIABILITY, RESULTING FROM (A) THE USE OR INABILITY TO USE THE SITE OR SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SITE OR SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION 8, JOB-DROP.COM WILL NOT BE LIABLE TO A CANDIDATE IN RESPECT OF ANY CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE USE OF THE SITE OR SERVICE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), FOR MORE THAN THE GREATER OF (1) JOB-DROP.COM’S SHARE OF THE SERVICE FEE PAID BY THE EMPLOYER IN RESPECT OF THE CANDIDATE, OR (2) £150.
SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION 8, JOB-DROP.COM WILL NOT BE LIABLE TO AN EMPLOYER IN RESPECT OF ANY CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE USE OF THE SITE OR SERVICE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), FOR MORE THAN JOB-DROP.COM’S SHARE OF THE SERVICE FEES PAID BY THE EMPLOYER IN RESPECT OF ANY OFFER GIVING RISE TO SUCH CLAIM OR SERIES OF CONNECTED CLAIMS.
NOTWITHSTANDING THE FINANCIAL LIMITATIONS SET OUT ABOVE (BUT SUBJECT ALWAYS TO THE FINAL PARAGRAPH OF THIS SECTION 8), JOB-DROP.COM’S AGGREGATE LIABILITY TO A CANDIDATE OR EMPLOYER FOR ALL CLAIMS HOWSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR USE OF THE SITE AND/OR SERVICE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) IN ANY TWELVE MONTH PERIOD SHALL BE LIMITED TO THE GREATER OF £1,000 AND JOB-DROP.COM’S SHARE OF THE SERVICE FEES PAID TO JOB-DROP.COM IN RESPECT OF THE CANDIDATE OR BY THE RELEVANT EMPLOYER, AS THE CASE MAY BE, IN THE SAME TWELVE MONTH PERIOD.
NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY TO THE OTHER FOR DEATH OR PERSONAL INJURY ARISING OUT OF NEGLIGENCE, OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.
9. Intellectual Property Rights
The design of the Service along with all text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks") as well as any software, executable code and interfaces comprised within or made available by or through the Service, are subject to copyright and/or other intellectual property rights that are owned by or licensed to Job-Drop.com under United Kingdom and foreign laws and international conventions. Job-Drop.com reserves all rights in and to the Service and the Site. You agree to not engage in the use, copying, or distributing of any content contained within the Site and/or Service except in accordance with the terms of this Agreement or in accordance with any other express written permission from us to you.
10. Your License to Job-Drop.com
You hereby grant to Job-Drop.com and its owners, affiliates, representatives, licensors, licensees and assignees (the “Job-Drop.com Parties”) a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to: (1) display, publicly perform, distribute, store, broadcast, transmit and reproduce your logo(s), servicemarks, trademarks and tradenames through the Site, the Service and/or any other medium currently invented or invented in the future; and (2) display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or any part of the Content and anything we may make with the Content through the Site, the Service and/or any other medium currently invented or invented in the future. Further, you waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section 10. We reserve the right to display advertisements in connection with the Content. We are not required to host, display, or distribute any of the Content and we may refuse to accept or transmit the Content, and may remove or delete all or any portion of the Content from Job-Drop.com at any time. By submitting any Content to us, you hereby represent and warrant that you own all rights to the Content or, alternatively, that you have the right to give us the license described above. Finally, you represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You understand that when using the Site and/or the Service you will be exposed to content from a variety of sources, and that Job-Drop.com is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and that such content is not the responsibility of Job-Drop.com. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Job-Drop.com Parties with respect thereto, and agree to indemnify and hold the Job-Drop.com Parties harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.
11. Disclaimer of Warranties
THE SITE AND SERVICE ARE PROVIDED TO YOU ON AN "AS IS" BASIS, FOR YOUR INFORMATION ONLY AND SUBJECT TO THE RESTRICTIONS AND LIMITATIONS SET OUT IN SECTION 8 ABOVE. Job-Drop.com, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, JOB-DROP.COM EXCLUDES AND LIMITS ANY WARRANTY THAT: (1) THE SITE OR SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SITE AND/OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SITE OR SERVICE WILL BE CORRECTED.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND/OR SERVICE.
THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.
You agree to defend, indemnify and hold harmless the Job-Drop.com Parties and their respective officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable legal fees) arising from:
This defence and indemnification obligation will survive this Agreement and your use of the Site and/or Service.
You also agree that you have a duty to defend us against such claims. You agree that this indemnity extends to requiring you to pay for our reasonable legal fees, court fees, settlements and disbursements. You agree not to settle such a claim on our behalf prior to obtaining our written consent.
13. Applicable Law and Jurisdiction
This Agreement shall be governed by the laws of England and Wales. The English courts shall have exclusive jurisdiction over any claim arising under or in connection with this Agreement.
14. Force Majeure
Neither party shall be responsible to the other for its failure to comply with any part of this Agreement, if this is the result of events beyond its reasonable control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, employment shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond its 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.
15. Severability; Headings
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Job-Drop.com shall have the sole right to elect which provision remains in force. Headings in this Agreement are for reference purposes only and will not be used in its construction and/or interpretation.
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.
Job-Drop.com reserves the right, at its sole discretion, to pursue all off its legal remedies, including but not limited to removal of the Content from the Site (permanently or temporarily) and/or terminate any Services provided to You by Job-Drop.com, upon any breach by you of this Agreement, or if Job-Drop.com is unable to verify or authenticate any of the Content.
If you wish to terminate this Agreement, you may do so by notifying Job-Drop.com at any time and closing your account for the Service. Your notice should be sent in writing, in accordance with Section 21 below. Termination of the Agreement may result in the immediate removal from the Site of any Content that you have submitted to Job-Drop.com. Job-Drop.com will not have any liability whatsoever to you for any suspension or termination, including for deletion of the Content.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including but not limited to, ownership provisions, Service Fee provisions, warranty disclaimers, indemnity and limitations of liability.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our sole discretion.
Where Job-Drop.com requires that you provide an e-mail address, you are responsible for providing Job-Drop.com with your most current e-mail address. In the event that the last e-mail address you provided to Job-Drop.com is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Job-Drop.com’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Job-Drop.com at the following address: Job-Drop.com, 86 Hursley, Winchester, Hampshire ATTN: Legal. Such notice shall be deemed given when received by Job-Drop.com by letter delivered by pre-paid first-class post or other next working day delivery service at the above address.
20. Entire Agreement
The Agreement constitutes the entire agreement between the parties with respect to its subject matter. It replaces and extinguishes all prior agreements and discussions made by or on behalf of the parties, whether oral or written, with respect to such subject matter. Nothing in this clause shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
21. Electronic Communications
For the purposes of this Agreement, you (1) consent to receive communications from Job-Drop.com in an electronic form (whether by e-mail, through Job-Drop.com posting notices on the Site or Service, or communications via 3-mail); and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Job-Drop.com provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.
1. Our Obligations
1 search for Candidates meeting Your requirements to fill vacancies about which You may inform Us from time to time;
2 use reasonable endeavours to, introduce only those Candidates who meet Your minimum requirements, who have an interest in those positions and who are suitable for the position;
3 engage the Candidate under a contract for services to provide Service for the Assignment;
2. Your Obligations
1 comply with all applicable law, including any requirements under the Health and Safety at Work Act 1974, the Working Time Regulations 1998 and the AWR;
2 ensure the health and safety of the Candidate as if the Candidate’s had been engaged directly by You including; undertaking risk assessments, providing the results to Us and the Candidate and otherwise in accordance with applicable law;
3 provide such assistance, information, and facilities to the Candidate as are reasonably required to enable the Candidate to properly and safely perform the Candidate’s services, including making the Candidate aware of any policies applying to external contractors, subject always to clause 5.1.5;
4 subject to clause 5.1.5, be responsible for directing and supervising and monitoring the Candidate;
5 without prejudice to clause 5.1.1, not treat the Candidate as an employee of Yours or do anything in respect of the Candidate which may be regarded as the act of an employer towards an employee;
6 ensure that You maintain adequate insurances, including but not limited to, Employer’s and Public Liability Insurance, which provides cover for Candidates supplied by US
1 You will pay Us an amount which represents the total cost to Us of supplying the
Candidate (including any statutory payments We are required to make) which will be
calculated according to the number of hours or days (or part thereof) worked by the
Candidate and as recorded on the Candidate’s timesheet plus Our administration, payroll and
handling fees. This amount will be expressed as an aggregated hourly/daily/weekly rate in
the Confirmation Schedule. We will invoice You in accordance with the Confirmation
2 You acknowledge that We may withhold payment to Candidates who have Opted Out where We have not received the corresponding payments from You.
3 If You engage a Candidate introduced by Us in connection with an Assignment in any capacity other than through Us, either before supply by Us has started or during the Transfer Period, then You will be liable to either to pay Us a Transfer Fee or You may (subject to clause 7.4) elect to have the Candidate supplied through Us for a period of 12 months (“extended Assignment”) after such time the Candidate can be engaged by You without payment of a Transfer Fee.
4 You must provide written notice prior to any engagement by You in order to elect for the extended Assignment. If there is no Opt-Out and the election occurs after the supply had commenced, then the extended Assignment will be on terms no less favourable than those relating to the immediately preceding Assignment. Our charges will be the same as the most recent temporary Assignment, unless Our costs of supplying the Candidate have increased due to the fact that the Candidate has increased the Candidate’s fees. If this is the case, We will notify You of the new charges.