BETWEEN: -

(1) Eteach UK Limited (`Eteach`) whose registered office is located at Academy House 403 London Road Camberley GU15 3HL and (2) Recruitment Agencies making use of the Eteach Recruitment Agency Service (hereinafter referred to as "the User" or "you"). If you wish to have details of your recruitment requirements included on the Eteach Website, you must agree to the terms below as the exclusive basis for such inclusion which are deemed to be accepted by you when logging in to the website with a username and password supplied to you by Eteach.

 

IT IS HEREBY AGREED THAT:-

 

1.         DEFINITIONS

 

In this Agreement, the following terms shall mean:-

 

1.1          "Administrator" means such person as the User authorises to liase with Eteach, to post information to the Website.

 

1.2          "Agreement" means these terms and conditions of business including any sales order, schedule or annexure to them and any document referred to in them.

 

1.3          “Applicant” means a person who has applied for a position either electronically via the Website, or by other means, having seen the Vacancy on the Website and had cause to refer to it in the course of their application.

 

1.4          "CV Services" means the services set out in Clause 6.

 

1.5          “CV Owner” means a person whose contact details and (optionally at their discretion) a CV which has been passed to the User if the User has selected the Candidate Feed package or a person who has applied online to a Vacancy posted by the User and whose details have been passed to the User in the course of such application.

 

1.6          "Intellectual Property Rights" means all copyrights, patents, registered and unregistered design rights, trademarks and service marks, database rights, domain names and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.

 

1.7          "Material" means text, graphics, images, sound, video or any combination thereof.

 

1.8          “Sales Order” means the written order for services that has been duly signed and agreed by both parties.

 

1.9          "Services" means the Services selected by the User from those indicated in the Sales Order.

 

1.10        "Service Fee" means the subscription fee for the Services and the CV Services payable by you.

 

1.11        "The User’s section of the Website" means the section(s) of the Website containing the information relating to the User’s Vacancies/advertisements, recruitment tracking and procurement.

 

1.12        "Vacancy" means a current education based employment position and Vacancies shall be construed accordingly.

 

1.13        "Website" means any website owned or operated by Eteach and any sub-directories and/or sub-domains thereof.

 

1.14        “Recruitment Agency” means an employment agency or employment business (as defined by the Employment Agencies Act 1973).

 

1.15        “Permanent Vacancy” is a vacancy not restricted by a short term contract where the worker will be employed by the end user.

 

1.16        “Temporary Vacancy” is a known or stated short term contract where the worker will be paid and usually employed by the Recruitment Agency or end user.

 

2.         THE AGREEMENT

 

2.1          In consideration of the User complying with the provisions of this Agreement and the payment of the Service Fee Eteach agrees to provide the Services to the User.

 

2.2          The term of this Agreement shall last from the date of deemed acceptance of these terms and conditions of business and shall continue thereafter (unless terminated in accordance with the provisions of this Agreement) until the termination date indicated on the Sales Order.

 

2.3          Eteach reserves the right not to offer or renew the Services to the User beyond the term of this Agreement

 

3.         WARRANTIES

 

3.1          Eteach warrants that it shall perform its duties hereunder in a timely and professional manner and that all details which it holds in relation to the User shall be held and processed in accordance with Eteach’s Data Protection registration and shall not be sold to any third party.

 

 

3.2          Eteach does not warrant that:

 

3.2.1       the provision of the Services will be uninterrupted or error-free; or

 

3.2.2       where it posts any Material to the Website such Material will be complete and accurate and accord with the Material submitted by the User or the Administrator; or

 

3.2.3       any information submitted to it by Applicants and any CV information supplied to the User is correct or accurate.

 

3.3          The warranty set out in Clause 3.1 is exclusive of and in lieu of all other conditions and warranties, either expressed or implied, statutory or otherwise, including without limitation those relating to satisfactory quality or fitness for purpose.

 

4.         WEBSITE CONTENT

 

4.1          The User recognises and accepts that it bears sole responsibility for checking the accuracy and content of all Material on the User’s section of the Website and for any Material or other information provided to Eteach. For the avoidance of doubt, this clause shall apply to all Material, whether posted on the User’s section of Website by the User itself, or on the User’s behalf by another person (whether Eteach or a third party).

 

4.2          Eteach agrees that upon written notice from the User of any inaccuracies in the Material it will use reasonable efforts to rectify the inaccuracies PROVIDED ALWAYS that the correct information is provided to Eteach by the User or the Administrator.

 

4.3          The User warrants, represents and undertakes that none of the Material appearing on the User's section of the Website will

 

4.3.1       be obscene, indecent, defamatory, illegal, illicit, infringing of third party rights (of whatever nature and including, without limitation, any Intellectual Property Rights) or otherwise unlawful under any jurisdiction from which the Website may be accessed;

 

4.3.2       be in breach of the Employment Agencies Act 1973 (‘the Act) and the various regulations made under the Act together with applicable guidelines or any other applicable regulations, standards or codes of practice (notwithstanding that compliance may not be compulsory);

 

4.3.3       harm the reputation of Eteach in any way.

 

4.4          The User warrants, represent and undertakes that:

 

4.4.1       either it has sole ownership of all Intellectual Property Rights in Material appearing on the User's section of the Website and/or it has obtained and will maintain during the course of this Agreement full and effective licence(s) from all relevant third parties allowing the User to use relevant Material and to permit its dissemination worldwide by Eteach hereunder; and

 

4.4.2       it will ensure the accuracy, integrity, validity and completeness of any data or other Material, which it provides to Eteach.

 

4.5          Eteach shall retain the right at all times to amend, modify or suspend the Website (or any part thereof) from time to time including without limitation refusal to provide the Service or any part thereof, refusal to post any Material (where the User requests its posting) and to suspend availability of the User’s section of the Website, place a prominent notice on the User’s section of the Website where an allegation of defamation or Intellectual Property Right infringement is made by a third party or place a link on the Website to another website containing the alleger’s version of events and/or to remove any Material already appearing on the User’s section of the Website which may, in the opinion of Eteach not be in compliance with any of the provisions of Clauses 4.3 or 4.4

 

4.6          Eteach’s rights under Clause 4.3 above shall be without prejudice to the sole responsibility of the User for content of Material and the User’s section of the Website under Clause 4.1.  Posting of Material by Eteach on the Website shall not under any circumstances constitute a waiver of any of its rights in relation to such Material or of any breach of the User’s obligations under this Agreement.

 

5.         USER’S OBLIGATIONS

 

5.1          The User undertakes to notify Eteach of the name and contact details of the Administrator and any changes thereto from time to time and to provide Eteach with its authority to take instructions from that Administrator.

 

5.2          The User undertakes to secure and maintain copyright and other appropriate licences or consents where necessary for use of any Material, data or information provided to Eteach pursuant hereto.

 

5.3          The User undertakes to pay all taxes, fees, levies and duties whether for import or otherwise arising in any part of the world in connection with the User’s section of the Website.

 

5.4          The User undertakes fully to virus-check all data and Material supplied to Eteach pursuant to this Agreement.

 

5.5          The User undertakes not to embark on any course of action, whether by use of the Website or any other means, which may cause a disproportionate level of Website activity without providing at least seven day’s prior notice in writing to Eteach. 

 

5.6          The User agrees that any and all Permanent Vacancies that they display on the Website will relate to actual live Permanent positions and that no Permanent Vacancies displayed on the Website will be stock or generic job descriptions aimed at attracting Supply Teachers. Furthermore, Permanent Vacancies advertised by Recruitment Agencies must contain either the name of the employer or a unique reference code relating to that employer must be included in the text of the advertisement.

 

5.7          The User agrees that if they display any stock or generic job descriptions aimed at attracting Supply teachers on the Website, they must be identified clearly as Temporary positions at the time of the Vacancy being added. For the avoidance of doubt ongoing supply work is not deemed to be a Permanent position.

 

5.8          Eteach shall be entitled immediately and at its sole discretion to remove any and/or all of the Users Vacancy postings it considers to contravene Advertising Regulations or these Agency terms of business without Eteach incurring any liability to the User whatsoever and accordingly the User acknowledges that they will have no claim against Eteach in connection with any loss suffered by the User in such circumstances.

5.9          If any information added by the User includes a link to another website it is the responsibility of the user to maintain that link and to ensure that the material being linked to does not breach these terms and conditions.

5.10        The User further undertakes to:

 

5.10.1    not submit, copy, supply, re-sell, distribute or make available in any way any CVs or other information received from Eteach, CV Owners or Applicants to any third party;

 

5.10.2    keep confidential the CVs and all other information supplied by Eteach, CV Owners or Applicants to the User or its employees or agents and shall only use such information for the agreed purpose of considering an Applicant or CV Owner for employment opportunities with the User;

 

5.10.3    ensure that it does not breach or act so as to cause Eteach to breach the privacy policy set out on the Website from time to time.

 

5.10.4    ensure that, to the extent that it applies, it is registered under the Data Protection Act 1998 and complies with its obligations under that Act;

 

5.10.5    not engage in any illegal discriminatory practices whether by reason of race, sex or disability discrimination;

 

5.10.6    handle all candidate enquiries to their business in accordance to The Sexual Orientation and Religion or Belief Act 2003.

 

5.10.7    be entirely responsible for taking up references and any additional checking that may be required, satisfying itself as to the suitability of any CV Owner or Applicant referred to it by Eteach and to verify any information that has been provided regarding the Applicant or CV Owner, whether directly by them or through Eteach;

 

5.10.8    indemnify and keep Eteach fully and effectively indemnified against costs, claims, damages, loss, expenses and liabilities incurred by Eteach arising out of the User’s use of information on CVs or Applications and any breach of its obligations under this Agreement.

 

5.10.9    keep any password, user identification or user name or any other security mechanism or device confidential, only to disclose such items to members of its staff that require such information to use the Services and/or the CV Services; not to disclose any such items to any other person and to ensure that any person to whom it supplies any such item complies with the provisions of this Agreement.

 

5.10.10  obtain, operate and maintain all necessary computer hardware and software, modems and telecommunication links which it requires to access the Website.

 

5.10.11  access the Website solely for the purposes of using the Services and the CV Services and not otherwise.

 

5.10.12  maintain the confidentiality of the price/prices that is/are agreed between the User and Eteach and to keep any negotiations or other information connected therewith in strict confidence and not to disclose such information to any third party.

 

6.         CV SERVICES

 

6.1          For the duration of this Agreement Eteach shall perform the Candidate Feed Services (where this option has been selected by the user in the Sales Order) by providing an email notification containing (as a minimum) contact details of registrants who have indicated that they would appreciate recruitment agencies helping them find their next position. This email alert will be sent as soon as such a teacher has completed their initial registration. Eteach cannot guarantee that registrants will complete any or all of the available registration data fields, other than those that are deemed mandatory by Eteach.

6.2          For the duration of this Agreement Eteach shall perform the Application Details Service by providing the User with such details that each online Applicant to their Vacancies chooses to supply. Eteach cannot guarantee that Applicants will complete any or all of the available application data fields, other than those that are deemed mandatory by Eteach.

6.3          The CV Services are subject always to any instructions from a CV owner that his or her details may not be made available to a particular User and Eteach does not guarantee that it will be able to provide the CV Services to the User at any given time or that it will send any CVs to the User.

 

7.         INTELLECTUAL PROPERTY AND INDEMNITIES

 

7.1          Without prejudice to any Intellectual Property Rights owned by the User prior to this Agreement, the User agrees to waive and acknowledges that it obtains no ownership rights or claims to any Intellectual Property Rights whatsoever by virtue of this Agreement.

 

7.2          The User shall not copy (other than incidentally in the process of viewing), market, re-sell, distribute, retransmit, publish, carry on any automated browsing or downloading or otherwise transfer or commercially exploit in any form any information received via or in connection with the Services or the CV Services other than for the purposes of this Agreement.

 

7.3          The User agrees to indemnify Eteach against all damages, liabilities, costs and expenses which Eteach may incur or sustain including the costs of defending any suit arising from the use of any Material or data provided by or on behalf of the User in relation to the Website or any act or omission by the User, its employees or agents.

 

7.4          The User hereby grants a licence to Eteach without charge to use its Intellectual Property Rights to the extent necessary for the purpose of this Agreement.

 

8.         LIMITATION OF LIABILITY

 

8.1          Eteach is not liable for any indirect loss, special loss, consequential loss, loss of profits, revenue, data or goodwill howsoever arising suffered by the User and arising in any way in connection with this Agreement or for any liability of the User to any third party.

 

8.2          Eteach is not liable for any viruses uploaded to the Website by third parties, the User or the Administrator.

 

8.3          Eteach is not liable for any errors, omissions or delays occasioned as a result of the Administrator failing to act or no longer being authorised by the User to act on its behalf.

 

8.4          Eteach shall not be liable for ensuring that there is not any Material, data or information on the User’s section of Website, which is illegal or unlawful, obscene, defamatory or otherwise infringes any third party rights whatsoever.

 

8.5          Eteach is not liable for any failure in respect of its obligations hereunder which result directly or indirectly from failure or interruption in software or services provided by third parties.

 

8.6          None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from the negligence of Eteach or its appointed agents.

 

8.7          Subject to clause 8.6, Eteach’s maximum aggregate liability to the User under or in connection with this Agreement in respect of all claims whether such claim arises in contract, tort or otherwise shall not exceed a sum equal to the most recently paid Service Fee for the period in which the event giving rise to the relevant claim or claims occurred.

 

8.8          The User agrees that it is in a better position than Eteach to foresee and estimate any loss it may suffer arising out of or in connection with this Agreement and that the Service Fee and other fees have been set after taking full account of the limitations and exclusions in this Clause 8. The User is recommended to effect suitable insurance having regard to its particular circumstances and the terms of this Clause.

8.9          The User agrees to indemnify Eteach from and against any claims or liability arising from content or links contained in any information provided by the User which appears on the Website.

 

8.10        The parties agree that the User is the sole author of all Material on the User’s section of the Website or that it has obtained and maintains appropriate third party consents for such use and in particular the User shall not allow any person (other than its duly authorised employees) to use or have access to the User's section of the Website without the prior written permission of Eteach.

 

8.11        Eteach and the User shall use reasonably up to date virus checking software to ensure that the material does not contain any element which is designed to corrupt data or adversely impact upon the performance of computer systems including without limitation any virus, worm, logic bomb, disabling code or routines or expiration dates as these terms are generally understood within the computer industry.

 

8.12        Clicking on certain links within the Website might take the User to other websites and Eteach shall have no responsibility or liability of any kind for the accuracy or content of any information or any other aspect of any such websites.

8.13        Vacancies you post on the Website may also appear on third party recruitment web sites pursuant to agreements from time to time between Eteach and the proprietors of such web sites.

 

9.        GENERAL

 

9.1          A variation, change, alteration or modification of this Agreement shall only be valid if it is in writing and signed by or on behalf of each party.

 

9.2          The User shall not assign, dispose of, sub-license, or otherwise transfer its rights granted by this Agreement without the prior written consent of a Director of Eteach.

 

9.3          The failure by any person to exercise or delay in exercising any right or remedy provided by this Agreement or by law shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies by any person.  No single or partial exercise by any person of any right or remedy provided by this Agreement or by law shall prevent any further exercise of that right or remedy or the exercise of any other right or remedy by any person.

 

9.4          The Parties’ rights and remedies contained in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

 

9.5          Subject to Clause 9.1, these terms and conditions of business together with any other expressly incorporated document constitute the entire Agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein.  Nothing in this Clause 9.5 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.

 

9.6          If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.

 

9.7          Neither party shall be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any Governmental or supra-national authority.

 

9.8          This Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

 

9.9          No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

 

10. NOTICES

 

10.1        A notice, approval, consent or other communication in connection with this Agreement:

 

10.1.1     must be in writing; and

 

10.1.2      must be left at the address of the addressee, or sent by prepaid ordinary post to the address of the addressee or sent by facsimile to the facsimile number or e-mail to the e-mail address of the addressee which is notified to the other party from time to time.

11    PAYMENT SCHEDULE & PRICES

11.1          The Termination date is indicated on the Sales Order and the User agrees to pay the Service Fees until that date is reached.

11.2          Invoices for the Services will be issued one month in advance, payable within 30 days. Failure to pay an invoice within 30 days will result in the Services being made unavailable unless and until payment is made in full.

11.3          Interest will be payable on late payments at the rate of 5% of the outstanding invoice per overdue month.

11.4          All prices are exclusive of VAT.

11.5          From time to time Users may select additional services, upgrades or options that are not included as part of the Services. These additional services, upgrades or options will be invoiced separately and are also subject to payment within 30 days. For the avoidance of doubt, users will be informed when they are about to incur additional costs and will have to indicate their acceptance of such costs before the additional services, options or upgrades are provided.

11.6          Users wishing to terminate this Agreement before the Termination date will be liable to pay the remaining Service Fees between the actual date of termination and the Termination date indicated on the Sales Order.

11.7          Prices are guaranteed for the period stated on the Sales Order.

11.8          Prices are confidential and may not be disclosed by the Customer.

11.9          An advertisement placed on the Website will remain live for 28 days or such shorter time as selected by the User. Any extension of this time will be charged to the Customer as a new posting.

11.10        Any advertisements posted in addition to the agreed number of advertisements per month will be charged at a price per advertisement agreed with the customer at the time of contract negotiation.

11.11        If any Services to be used within any time period specified on the Order Form are not used within that period of time they may not be carried over into any subsequent period. No refunds for unused services will be provided.

12    TERMINATION

12.1          Either party may terminate this Agreement with immediate effect by written notice to the other in the event that the other party:

12.1.2      fails to pay any amount due hereunder;

12.1.3      breaches any term of this Agreement and such breach is incapable of remedy or if the breach is remediable, it continues for a period of 30 days after written notice requiring the same to be remedied has been given to the party in breach;

12.1.4      an order is made or a resolution is passed for the winding up of the other party; or

12.1.5      a provisional liquidator is appointed in respect of the other party, an administration order is made in respect of the other party, a receiver is appointed in respect of the other party or all or any of its assets or if the other party is unable to pay any of its debts within the meaning of Section 123 of the Insolvency Act 1986, or if any voluntary arrangement is proposed under Section 1 of the Insolvency Act 1986 in respect of the other party.

12.2          Termination of this Agreement shall be without prejudice to any other rights or remedies of either party.