General terms and Conditions
1. Legal Agreement
Please read these terms and conditions (“General Terms and Conditions”) carefully, as by using our website and/or mobile device application and services (together, the “Services”), the person, firm or company or organisation browsing and/or using the website and our Services (“you”) will be entering into a legal agreement with iContract Ventures Ltd (registered in the UK with company number 10096501), and each of its affiliates, assigns or successors, (“we/us/our/iContract”) whether as a registered user via www.icontract.co.uk (“Member”), or an unregistered user (“Visitor”) (together “users”) and will be bound by these terms and conditions. Supplemental specific terms and conditions (jncluding but not limited to our Supplemental Terms and Conditions For Recruiters and the provisions of any Subscription Order Form) may also apply to the particular Services that you use, and, where they do so, they also form part of the agreement between you and us (“Agreement”).
You should retain a copy of these General Terms and Conditions for future reference.
Please understand that if you refuse to accept these General Terms and Conditions, you will not be able to use the Services.
By clicking “Join Now”, or similar, or by using any Service, you acknowledge that you have read and understood the General Terms and Conditions and the other components of this Agreement and that you agree to be bound by all of its provisions. If you are a paying Member of the Services you further warrant and represent that you are not a “consumer” as such term is defined in The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and that your use of the Services is for business purposes.
Paying users of the Services are also bound by the provisions set out in the specific subscriber order form (“Subscription Order Form”) entered into between us which also forms part of this Agreement. Where there is any conflict between the provisions of the Subscription Order Form and the other provisions of this Agreement, the provisions of the Subscription Order Form prevail. 2.
2. Your Obligations
2.1. You must comply with all applicable laws and the provisions of this Agreement, as may be amended from time to time with or without advance notice, and the policies and processes explained in these General terms Terms and Conditions.
2.2. As between you and us, you own the content and information you provide us under this Agreement, and may request its deletion by us at any time. You agree that if you have shared information or content with others and they have not deleted it, or it was copied or stored by other users we are unable to and under no obligation to procure its deletion. Additionally, you grant to us a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicensable and fully paid-up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analysze, use and commercialise, in any way now known or in the future discovered, any content and information you provide, directly or indirectly to us [subject to your right to have such content and information deleted in accordance with this clause 2.2].
Pursuant to the license granted above, we may grant other Members and/or Visitors access and share rights to your content and information in accordance with this Agreement, your settings and degree of connection with them.
Any content or information you submit to us is at your own risk of loss. By providing content or information to us, you represent and warrant that such content and information is accurate and correct, you are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions or other third party rights (including any intellectual property rights).
It is your responsibility to keep your profile information accurate and updated.
2.3 To be eligible to use the Services, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age (“Minimum Age”) or older; (2) are not currently restricted from the Services (or not otherwise prohibited from having a user account with us); and (3) are not a competitor of ours and are not using the Services for reasons that are in competition with us.
2.4. The profile you create will become part of our website services and, except for the content and information that you hereby license to us, is owned by us. You agree: (1) to keep your password secure and confidential; (2) not to permit others to use your account; (3) not to use other’s accounts; and (4) that you are responsible for anything that happens through your account until you close your account or prove that your account security was compromised due to no fault of your own.
2.5 You agree to indemnify us against and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable legal fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws; (2) any content you submit in your use of the Services; and (3) any activity in which you engage on or through or arising from your use of our website.
2.6. If you purchase any Services that we offer for a fee, either on a one-time or subscription basis, you agree to us storing your payment information. You will reimburse us for all collection costs and interest for any overdue amounts. Failure to pay may result in the termination of the Services provided to you and action to recover sums due to us. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. We do not provide refunds for lack of usage or dissatisfaction save as specifically set out in this Agreement.
3. Your Rights
On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, non-exclusive, non-assignable, non-sublicenseable license to use and the right to access the Services, through a generally available web browser or mobile device to view content and information and otherwise use the Services. We reserve all rights not expressly granted in these General Terms and Conditions.
4. Our Rights & Obligations
4.1. We seek to update, improve and expand the Services from time to time. We may modify, replace, refuse access to, suspend or discontinue our website or any part of the Services, partially or entirely, or change and modify prices prospectively for all or part of the Services for you or for all users in our sole discretion. All of these changes shall be effective upon their posting on our website or by direct communication to you unless otherwise noted. We also reserve the right to withhold, remove or discard any content available as part of your account, with or without notice, if deemed by us to be contrary to these General Terms and Conditions or any other part of this Agreement or as required by law.
4.2 By using the Services, you may be exposed to other Members’ or third party content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Except for certain limited circumstances, such as where legally required, we generally do not review or filter such content. You agree and acknowledge that we are not responsible for other Members’ or third party content or information or for any damage of any kind incurred as result of your reliance thereon. We may include links to third party web sites (“Third Party Sites”) on our Services. You are responsible for evaluating whether you want to access or use a Third Party Site. We are not responsible for, and do not endorse, any features, content, advertising, products or other materials on or available from Third Party Sites. If you decide to use Third Party Sites you do so at your own risk.
4.3 We may restrict, suspend or terminate the account of any Member who abuses or misuses the Services as we determine.
You may terminate your account by giving notice to us pursuant to Clause 10 below. This notice will be effective upon us processing your notice. We may terminate the Services and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. Termination of your account includes disabling your access to our website and may also bar you from any future use of our website.
6. Our liability
6.1 If either we or you are in breach of any of these terms and conditions, neither of us will be responsible for any losses that the other suffers as a result, except those losses which are a reasonably foreseeable consequence of such breach and, as regards our liability, subject to the limitation set out in Clause 6.2 below.
6.2 We cannot accept liability for losses that were not reasonably foreseeable by us when we agreed to provide the Services. In all cases, our maximum liability to you for any losses will be limited to refunding you the price paid by you for the Services provided to you in the 6 month period immediately preceding the event which gave rise to any liability on our part.
7. Making a complaint
We welcome any form of feedback to help us to improve the service we offer. If you want to make a complaint please contact us in writing by email to: email@example.com. We endeavour to respond to all complaints within 7 working days. We will keep you informed as we handle your complaint and will in most cases be able to resolve this within 30 days. Claims may be reduced or rejected if we have not been given an opportunity to put matters right.
8. Intellectual property
8.1 All rights, including copyright, trademarks, design rights, names and logos used in relation to our website are owned by or controlled for these purposes by us. Nothing in this Agreement confers on you any licence or right under any of our trademarks, design rights, names or logos or those of any third party.
8.2 We reserve the right to issue legal proceedings (which may include seeking injunctive relief) against any companies or persons who appropriate or otherwise use any of our intellectual property or any part of this web site. The content of our website is and remains our property.
9. Written Communications
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us should be sent by email to firstname.lastname@example.org. Notices given by use to you will be given by email to the email address registered with us. Notice will be deemed received and properly served 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
11. Transfer of rights and obligations
11.1. This agreement between you and us is binding on you and us and on our successors and assigns.
11.2. You may not assign or delegate any rights or obligations under this agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these terms and conditions, fully or partially, without notice to you.
12. Events outside our control
12.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under any agreement between us that is caused by events outside our reasonable control (“Force Majeure Event”).
12.2. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
Strikes, lock-outs or other industrial action.
Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
Impossibility of the use of public or private telecommunications networks.
The acts, decrees, legislation, regulations or restrictions of any government.
Our performance under any Services is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under any agreement between us may be performed despite the Force Majeure Event.
If we fail, at any time during the term of the Services provided to you, to insist upon strict performance of any of your obligations under the Services, or if we fail to exercise any of the rights or remedies to which we are entitled, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
A waiver by us of any default shall not constitute a waiver of any subsequent default.
No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with Clause 10 above.
If any of these terms and conditions is held by any court of competent authority to be unlawful, invalid or unenforceable, in whole or in part, this will not affect the validity of the remaining terms and conditions which will continue to be valid and enforceable to the fullest extent permissible by law.
You agree that this agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other of our services, third-party content or third party software.
This Agreement is governed by the applicable laws of England and Wales. We will try to resolve any disagreements quickly and efficiently. If you are not happy with the way we deal with any disagreement and want to take legal proceedings, you must do so exclusively in the courts of England & Wales.
Supplemental Terms and Conditions for Recruiters
We reserve the right to vary these Supplemental Terms and Conditions for Recruiters from time to time. We will aim to give you reasonable notice in advance of implementing such changes by posting the revisions on our web site and indicating the effective date that such updated terms and conditions will come into force (“Effective Date”). Where we deem the changes as significant we may also choose to (but shall be under no obligation to) email our registered users with the revised terms and conditions. The revised terms and conditions will be deemed to have been accepted by you if you continue to use our web site and our services after the Effective Date.
In the event that we withdraw or discontinue the Services which have been paid for by a Customer, we shall have no liability to the Customer save as set out elsewhere in this Agreement and the liability of the Customer to pay the amounts which would otherwise be due during the remaining Contract Term shall terminate with effect from the next due date for payment to us
In these Supplemental Terms and Conditions:
'Customer' means any person, company, organisation or firm which purchases Services from us;
'Subscription Order Form' means an order for Services in whatever format provided on our website or separately agreed between us;
'Services' means all chargeable recruitment related products and services made available by us from time to time;
- 'Contract Term' means any term specified in the Subscription Form.
S1. Commencement of services
We will not commence the provision of Services until the Subscription Order Form is accepted and approved by us.
S2. Payments & prices
Prices and related terms for Services are as specified by iContract from time to time or as separately agreed in writing between us in a Subscription Order Form. Any discounts agreed are confidential and may not be disclosed by you.
If after the expiry of any Free Trial Period, there is continued use of any part of the website or the Services without a paid subscription having been made by, for example but without limitation, using a new email address to create a new username by any employee or officer of or other person connected with the prospective Customer, such action shall be deemed to be an agreement that the prospective Customer shall have subscribed for a single Account User licence for a period of 1 month with automatic renewal unless terminated and we shall be entitled to receive payment for such usage unless and until the subscription is terminated in accordance with the cancellation provisions applicable to a licence for a month period. You hereby agree that any credit card or debit card details of yours which may be held by us may be used for obtaining payment and that such credit or debit card may be charged accordingly.
Whilst iContract seeks to maintain maximum uptime of the website, periods of downtime or the unavailability of certain Services are inevitable for scheduled or emergency maintenance and/or factors wholly or partially outside of iContract’s control. iContract shall not be liable for refunds or discounts of any fees for any outages of less than a continuous period of 48hrs.
In the event that any period of downtime or the unavailability of certain paid for Services (“Outage”) exceeds a continuous period of 48 hours, you shall be entitled to a partial refund which shall be satisfied by applying a credit to your account and a corresponding reduction in the amount due for payment on your next due date for payment to us in an amount equal to 1/30th of the monthly charge paid by you in the period during which the Outage occurred for each integral continuous period of 24 hours of the duration of the Outage.
In the event that any Outages within any rolling 30 calendar day period have an aggregate duration exceeding 14 days, you shall be entitled to cancel your subscription on giving notice to that effect without any further liability for payment.
S3. License to use customer’s name, trademarks and logos
The Customer agrees that iContract may use the Customer’s name, trademarks and logos (“IP-Rights”) for the purposes of providing the Services.
Additionally Customer agrees that iContract may mention the Customer in iContract marketing materials (including but not limited to websites and brochures), and may use the Customer’s intellectual property rights in this context and may present examples of the Services provided to and the materials published on behalf of Customer.
S4. Limitation of liability
Our total liability to the Customer in respect of any Services, except for death or personal injury caused by our negligence, is limited to the amount paid by you in the 6 month period immediately preceding the event which gave rise to any liability on our part.
We have ‘house rules’ regarding the content and format of any jobs posted on our website. Their purpose is to ensure that users who search our website get results which are presented as clearly and informatively as possible. You agree that we may, at our discretion and without liability to you, amend or remove from our website any advertisement which we consider in our discretion to be posted in breach of these rules.
Advertisements are accepted on our website on the basis that the Customer confirms that such advertisements are legal. Notwithstanding this confirmation, if we nonetheless believe that an advertisement may infringe any law or be unlawfully discriminatory in the manner in which any opportunity if offered we may at our discretion either amend the advertisement or remove it from our website without liability to you.
If you are an employment agency or an employment business (as defined by the Employment Agencies Act 1973) it is your responsibility to ensure the advertisements you place on our website comply with the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
S6. Responses to job postings
You agree to deal fairly and professionally with individuals who may respond to an advertisement you have posted and not to do anything which may bring iContract into disrepute. You will indemnify us from and against any claim brought against iContract or any losses to iContract arising from your breach of this obligation or any other provision of this Agreement.
We do not guarantee any response to your advertisement or that responses will be from individuals suitable for the job advertised. It is your responsibility to carry out such checks and procedures as are necessary to ensure that candidates are suitable for the job advertised and have the required qualifications and personal characteristics.
We reserve the right to amend some of the job details that you supply in order to optimise your advertisement.
It is your responsibility to ensure that you have the appropriate equipment and are connected to the appropriate services to enable you to post jobs on our website.
S8. Content and links
If your advertisement links to another site via any external apply online option we may provide, you are responsible for maintaining the links and for the content of your advertisement and the linked site. We may remove from our website any advertisement which contains content or links to a site which, in our opinion, is defamatory, illegal or objectionable.
S9. Candidate database
Database rights and all other applicable copyright and intellectual property rights in the candidate database belong to iContract. You acknowledge that you do not acquire any rights in the database or its content and that your retention and use of any part of the database and its content is governed by these terms and conditions and applicable regulations such as GDPR.
The material you are entitled to receive from the candidate database is determined by the Services you have purchased from us.
You agree to deal fairly and professionally with individuals you may contact you using information from the candidate database and not to do anything which may bring iContract into disrepute.
Usernames are for the sole use of the individual named person to whom they are issued ("the Account User" as set out in the Subscription Order Form) and are not transferable without our written consent nor may be used by more than one individual within any Customer organisation. Passwords must be kept confidential and secure. We may deny access to a username if, having regard to the activity on the website by any particular Username, we reasonably believe that it is being used by an unauthorised person or persons or that the user is breaching these terms and conditions but shall be continue to be entitled to payment for the provision of the Services. Furthermore, if we reasonably believe that, having regard to the activity on the website conducted by any username that that username is being shared contrary to the provisions of this S10 (for example but without limitation by simultaneous log- ins by the same user or other suspicious patterns of activity), we shall have the right to charge the Customer for an additional Account User or Account Users at the same rate as is charged to the authorised Account User. You hereby agree that any credit card or debit card details of yours which may be held by us may be used for obtaining payment and such credit or debit card may be charged accordingly.
S11. Governing law & jurisdiction
These supplemental terms and conditions will be governed by the applicable laws of England and Wales. We will try to resolve any disagreements quickly and efficiently. If you are not happy with the way we deal with any disagreement and want to take legal proceedings, you must do so exclusively in the courts of England.
Service Agreement for Talent Seekers
Contractor Engagement Agreement: the tripartite agreement which will form the contract between the Customer, iContract and an Engaged Contractor in the form which appears at icontract.co.uk/terms which sets out the terms which will apply as between Contractor and the Customer as regards the provision of the contracting services to be supplied by the Contractor in respect of any engagement of any contractor by the Customer.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services by iContract, as set out in the Contract Details.
Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 11 (General) (inclusive).
Customer Materials: all materials specifications and data supplied by the Customer to iContract.
Deliverables: all Customer profiles and role specifications developed or created by iContract as part of or in relation to the supply of the Services.
Engaged Contractor: a contractor engaged by the Customer as a result of the Customer’s use of the Services or through any introduction by iContract (whether engaged through the provision or use of the Service or directly by the Customer)
Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
iContract IPRs: all Intellectual Property Rights either subsisting in the Deliverables (excluding any Customer Materials incorporated in them) or otherwise necessary or desirable to enable a Customer to receive and use the Services.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Services: the services to be provided by iContract pursuant to the Contract, as described in Schedule 1.
Services Start Date: the day on which iContract is to start provision of the Services, as set out in the Contract Details.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes fax and email.
2. Commencement and term
2.1. The Contract shall commence on the date when it has been signed by both parties and shall continue, unless otherwise terminated earlier in accordance with its terms, until either party gives to the other written notice to terminate in accordance with clause 2.2.
2.2. Either party may give written notice to terminate this Contract by one calendar month’s notice in writing to that effect. If not terminated in accordance with the provisions of this clause 2.2, the Contract shall automatically renew for a period of one calendar month at the end of the first calendar month after commencement and at the end of each calendar month thereafter.
2.3. The termination of this Contract shall not affect the rights and obligations of the parties under the provisions of the Contractor Engagement Agreement in respect of any Engaged Contractor who was engaged by the Customer prior to termination of this Contract or who is or was subsequently engaged through the Customer’s use of the Services.
3. Supply of services
3.1. iContract shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.
3.2. In supplying the Services, iContract shall:
- co-operate with the Customer in all matters relating to the Services, and comply with all reasonable and lawful instructions of the Customer which relate to the Services;
- ensure that it obtains, and maintains all consents, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary to enable it to comply with its obligations in the Contract;
- comply with all applicable laws from time to time in force; and
- hold all Customer Materials in safe custody and not make available the same to any person other than for the purposes of performing the Services.
4. Customer's obligations
4.1. The Customer shall so as to enable iContract to supply the Services:
- provide such necessary Customer Information and other information for the provision of the Services as iContract may reasonably request; and;
- promptly respond to iContract’s request for clarification, further information or approvals of Deliverables.
4.2. A failure by the Customer to comply with the terms of the Contract shall relieve iContract from complying with its obligations under the Contract with effect from the date of the Customer’s failure to comply with the terms of the Contract until such default is remedied by the Customer.
4.3. The Customer shall act so as to enable iContract to track whether contractors have become Engaged Contractors ensure that the contractor is booked through iContract system under “My contract”, “My applications” section with full and accurate details of:
- the contract rate for the newly Engaged Contractors; and
- the commencement date and termination date for the contracts for each newly Engaged Contractor
- and in any event shall ensure that the information referred to above in this clause 4.3(a) in respect of any Engaged Contractor newly engaged by the Customer in each calendar month is duly completed by no later than the 10th calendar day of the subsequent calendar month
4.4. All contractors engaged through iContract will be processed in accordance with the provisions set out in the Contractor Engagement Agreement.
4.5. By booking a contractor (unless by way of a permanent position under clause 7.2), the Customer accepts the provisions of the Contractor Engagement Agreement and becomes party thereto named as “Client” therein.
5. Title to Deliverables and Customer Materials
All Deliverables (save for any Customer Information contained in them) are the exclusive property of iContract.
All Customer Materials are the exclusive property of the Customer but iContract shall be entitled to use Customer Information and other information provided by the Customer for the proper provision of the Services.
6. Intellectual property
6.1. iContract shall retain ownership of all iContract IPRs. The Customer shall retain ownership of all Intellectual Property Rights in the Customer Materials.
6.2. The Customer grants iContract a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract.
7. Charges and payment
7.1. Subject to clauses 7.3 and 7.4, the Services are provided free of charge by iContract whose only reward for the provision of the Services shall be in accordance with the terms of the Contractor Engagement Agreement in respect of any Engaged Contractor(s).
7.2. The Customer hereby agrees that iContract shall be entitled to receive a commission payment in the amounts set out in the table below (“iContract Commission”) (subject to clause 7.4) such that the amount payable by the Customer shall be the Fees payable to the Contractor plus the applicable iContract Commission. The amount of the iContract Commission shall be dependent on whether or not invoice factoring and payment processing is required. The Customer agrees all placements shall be booked through iContract booking system. If invoice factoring and payment processing is selected, the standard payment term is 30 days after an invoice being raised. Extended Client Payment terms will only be available if the Customer has previously supplied all such information as may be required by iContract or the Factor and only to the extent that such extended Client Payment Terms are approved in advance by the Factor and may be withdrawn by the Factor at any time.
|Without invoice factoring and payment processing
||An amount equal to 10% (plus VAT) of the Fees payable to the Contractor
|With invoice factoring and payment processing
||An amount equal to 12% (plus VAT) of the Fees payable to the Contractor
7.3. Where the Customer engages a Contractor whose profile appears on the iContract system (and for the purposes of this clause 7.3 the Contractor shall include any natural person who deliver the relevant services to the Customer) by way of a permanent position in the Customer’s organisation and iContract would not otherwise receive the iContract Commission (as defined in the Engaged Contractor Agreement), the Customer shall be liable to pay iContract a fee equal to 10% (plus VAT) of the gross annual remuneration payable to the Contractor. Such fee shall be payable on the commencement of the engagement of the Contractor (and iContract may invoice the Customer accordingly) and such invoice shall be payable within 30 days from issue. In the event that the Contractor’s engagement with the Customer ends prior to the end of the period ending 90 days from the date of commencement of such engagement iContract’s fee under this clause 7.3 shall be reduced (by way of partial refund of the fee paid) as follows:
If the engagement ends prior to 30 days from the date of commencement of such engagement, iContracts’ fee shall be reduced by 100%;
If the engagement ends on or after 30 days but prior to 60 days from the date of commencement of such engagement, iContracts’ fee shall be reduced by 50%; and
If the engagement ends on or after 60 days but prior to 90 days from the date of commencement of such engagement, iContracts’ fee shall be reduced by 25%.
7.4. Where a contractor is engaged by the Customer but the Customer does not wish to be invoiced through iContract, the Customer will provide iContract with copies of the Contractor timesheets (or other details of payment) and the Customer shall be invoiced directly by the Contractor and iContract shall be entitled during the engagement to a fee equal to the amount of 10% (plus VAT) of the monthly Fees payable to the Contractor and the provisions of the Contractor Engagement Agreement relating to the iContract Commission and the Factor shall be amended and construed accordingly but save in those respects, the provisions of the Contractor Engagement Agreement shall apply.
7.5. Extended payment terms will only be available if the Customer has previously supplied all such information as may be required by iContract or the Factor and only to the extent that such extended payment terms are approved in advance by the Factor and may be withdrawn by the Factor at any time.
8. Limitation of liability
8.1. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
death or personal injury caused by negligence; and
fraud or fraudulent misrepresentation.
8.2. Subject to clause 8.1, iContract's total liability to the Customer in respect of the Supply of the Services shall not exceed the sum of £=1,000=. iContract's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract. The Customer agrees that having regard to the Supply of the Services without charge, the limitations to the liability of iContract are fair and reasonable.
8.3. This clause 8.3 sets out specific heads of excluded loss and exceptions from them:
Subject to clause 8.1, the types of loss listed in clause 8.11(c) are wholly excluded by the parties, but the types of loss and specific losses listed in clause 8.11(d)(i) are not excluded.
If any loss falls into one or more of the categories in clause 8.11(c) and also falls into a category, or is specified, in clause 8.11(d)(i), then it is not excluded.
The following types of loss are wholly excluded:
Loss of profits.
Loss of sales or business.
Loss of agreements or contracts.
Loss of anticipated savings.
Loss of use or corruption of software, data or information.
Loss of or damage to goodwill.
Indirect or consequential loss.
The following types of loss and specific losses are not excluded:
in each case subject always to the limitation on liability contained in clause 8.2.
losses incurred by the Customer arising out of or in connection with any third party claim against the Customer which has been caused by the act or omission of iContract. For these purposes, third party claims shall include demands, fines, penalties, actions, investigations or proceedings, including those made or commenced by subcontractors, iContract's personnel, regulators and customers of the Customer,
8.4. Unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.5. The rights of the Customer under the Contract are in addition to, and not exclusive of, any rights or remedies provided by common law.
8.6. The liability of iContract in respect of its obligations under the provisions of the Contractor Engagement Agreement are governed by the provisions of the Contractor Engagement Agreement.
9.1. Without affecting any other right or remedy available to it, the Customer may terminate the Contract with immediate effect by giving written notice to iContract if:
iContract's financial position deteriorates to such an extent that iContract's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
iContract commits a breach of clause 3.2(g) which has a materially adverse effect on: (i) the ability of iContract to perform the Services; or (ii) the value of the Services to the Customer.
9.2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
9.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
9.4. Termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10. Exit arrangements
On termination of the Contract for whatever reason (providing that the Customer has paid all amounts due to iContract under the Contractor Engagement Agreement) iContract shall return or destroy all Customer Materials in physical form and delate (subject to any legal or regulatory obligations of iContract) all Customer Materials in electronic form. Until they have been returned, destroyed or deleted, iContract shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
11.1. Force majeure and unavailability of Services.
Clause 12 of the General Terms and Conditions shall apply;
The Customer acknowledges that whilst iContract seeks to maintain maximum uptime of the website, periods of downtime or the unavailability of certain Services are inevitable for scheduled or emergency maintenance and/or factors wholly or partially outside of iContract’s control. iContract shall not be liable to the Customer for any outages and the Customer agrees that having regard to the provision of the Services without charge (save as may arise under the Contractor Engagement Agreement) the absence of liability of iContract in respect of any outages is fair and reasonable.
11.2. Subcontracting. iContract may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by iContract, iContract shall remain responsible for all acts and omissions of its subcontractors as if they were its own.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b).
Each party may disclose the other party's confidential information:
to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.3; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
11.4. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.5. Variation. No variation of the Contract shall be effective unless it is in writing and signed by (or sent by email by) the parties (or their authorised representatives).
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
sent by email to:
in the case of iContract to: “email@example.com”
in the case of the Customer, to the Customer's Representative email address
Any notice shall be deemed to have been received:
if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
11.9. Third party rights.
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
11.10. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.
11.11. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
W1. Accessing our site
Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the Services we provide on our site without notice (save in respect of paying Customers to whom the provisions of the Supplemental Terms and Conditions for Recruiters apply). We will not be liable to non-paying users if for any reason our site is unavailable at any time or for any period.
From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.
You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.
W2. Intellectual property rights
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws, trademark laws and treaties around the world. All such rights are reserved and you agree to use the website in a way that does not infringe these rights.
The trademarks, logos, design rights and service marks (collectively the "Trademarks") displayed on this site are our registered and unregistered trademarks. In addition, page headers, graphics, icons and scripts are our service marks and our protected intellectual property and may not be copied, used or imitated without our prior written consent . Nothing contained on this site should be construed as granting, by implication, or otherwise, any licence or right to use any Trademark displayed on this site without our express written permission. Your misuse of the Trademarks displayed on this site, or any other content on this site is strictly prohibited.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.
You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or contents of our site without our permission.
Our status (and that of any identified contributors) as the authors of material on our site and the owners of the Trademarks on our site must always be acknowledged.
You are also advised that we will enforce our intellectual property rights to the fullest extent permitted by the law.
W3. Reliance on information posted
Information supplied to us by third parties or members is not checked by us and we are not able to verify the accuracy or completeness such information. Any information, commentary and other materials posted on our site by users or other third parties should not be relied on and should be verified by you. We therefore disclaim all liability and responsibility arising from your reliance (or reliance by anyone who you may inform of any of its contents) on such materials supplied by any user of our site. Any statements made by candidates as to their experience, qualifications or other attributes are statements of the candidates and not statements by any of iContract, its directors, employees, consultants or advisers.
W4. Our site changes regularly
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.
W5. Our liability
The material displayed on our site is provided without any guarantees, conditions or warranties as to its completeness or accuracy. You must bear the risks associated with the use of the internet.
To the fullest extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:
All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
Incompatibility of our site with any of your computer equipment, software or telecommunications links.
Unsuitability, unreliability or inaccuracy of our site.
Save as specifically otherwise set out in this Agreement, to To the fullest extent permitted by law you acknowledge and agree that we will not be liable to you or any third party for any consequential or incidental damages (including but not limited to loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, loss of goodwill, wasted management or office time and/or any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable).
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation by us, nor any other liability which cannot be excluded or limited under applicable law. Nothing in these terms shall affect the statutory rights of a consumer.
You agree to indemnify and hold us harmless from all losses, liabilities, claims and expenses that arise out of the content you submit, post or transmit via our site, or from your use/misuse of our site or the use/misuse by any person for whom you are responsible or from your violation of these terms.
W7. Information about you and your visits to our site
W8. Transactions concluded through our site
Contracts for the supply of goods, services or information formed through our site or as a result of visits made by you are governed by our General Terms And Conditions and, where applicable, the Supplemental Terms & Conditions for Recruiters, which form part of our contract with you.
W9. Uploading material to our site
Any material you upload to our site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy and you hereby consent to such disclosure. You are prohibited from posting or transmitting any unlawful, threatening, libellous, defamatory, obscene, pornographic, offensive or profane material or any material that would constitute or encourage conduct that would be considered unlawful and/or a criminal offence.
We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site.
Please also refer to our Data Security Policy.
W10. Viruses, hacking and other offences
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990 and/or other similar applicable legislation in a relevant country. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them and you hereby consent to such disclosure. In the event of such a breach, your right to use our site will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
Our Services are provided for the purposes of connecting candidates and recruiters on genuine work opportunities and are provided on a “fair use only” basis for that purpose. In order to promote a satisfactory customer experience we may from time to time impose daily or other time periodic limits on certain activities. Furthermore, we may suspend usage (but not our entitlement to payment) generally or on an individual user basis where we, acting reasonably, consider that excessive use or misuse of the website or the Services is occurring as would be the case if, for example but without limitation, the website and/or Services is reasonably believed by us to being used for data mining purposes or other speculative purposes.
Please also refer to our Data Security Policy.
W11. Linking to our site
You may not link to our home page without our express written consent.
Our site must not be framed on any other site, nor may you create a link to any part of our site without our prior written consent. We reserve the right to withdraw any linking permission without notice.
If you wish to make any use of material on our site other than that set out above, please address your request to: firstname.lastname@example.org.
W12. Links from our site
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
W14. Your concerns
If you have any concerns about material which appears on our site, please contact us by email at: email@example.com
W15. Jurisdiction and applicable law
Thank you for visiting our site.