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Terms & Conditions

1. Agreement

1.1 By registering for the Services, Client must read, agree with and accept all of the terms and conditions, and in these terms and conditions the term ‘Agreement’ shall be understood accordingly.

1.2 Client agrees ticking the acceptance box constitutes acceptance of this Agreement.

1.3 Further, Client agrees that any use by Client of any of the Services shall constitute their acceptance of the Agreement and Service Provider recommends that Client store or print off a copy of the Agreement for their records.

1.4 Service Provider may update these terms and conditions from time to time (the “New T&C”). The New T&C will be posted on the website www.bidrecruit.io and emailed to Client to the email address held on file.

1.5 The parties will be bound by the New T&C. In the event that the New T&Cs are unacceptable to Client, Client may terminate the Agreement in accordance with Clause 12 herein.

2.  Duration

This Agreement shall come into force upon the acceptance of these terms and conditions by Client (the “Start Date”).   The initial Contract Period shall be deemed to have begun on the Start Date (whether or not that date falls before, on or after the date of this Agreement).  Having come into force, this Agreement shall continue in force until the end of the initial Contract Period unless it is terminated earlier under Clause 12 (early termination).   If this Agreement is expressed to be for a fixed term, it shall terminate upon expiry of the initial Contract Period unless it is continued thereafter by the parties, in which case it shall automatically become renewable.   If this Agreement is renewable, then at the end of each Contract Period it shall be renewed automatically and shall continue in force for a further consecutive Contract Period unless it is terminated: (a) under Clause 12 (early termination); or (b) by the giving of at least one month’s written notice of termination by either party to the other, in which case, this Agreement shall terminate upon expiry of the Contract Period in which that notice of termination is given.

3. Provision & Procurement of the Services

3.1 Service Provider agrees to provide the Services to Client in the manner contemplated by this Agreement, and Client agrees to procure the Services from Service Provider during the Term, in each case upon the terms and subject to the conditions of this Agreement.

3.2 Service Provider will exercise reasonable skill and care in the provision of the Services.

3.3 Subject to compliance by Client with Clause 5 (client’s cooperation), Service Provider will use all reasonable endeavours to fulfil the service levels specified in this Agreement.

4. This Agreement

4.1 This Agreement describes: (a) the services to be provided by Service Provider to Client under this Agreement; (b) the service levels in respect of those services; and (c) the charges payable by Client (other than the set up charge).

5. Client’s Cooperation

5.1 Client will from time to time provide to Service Provider’s personnel such training in relation to the business, affairs, processes and objectives of Client as may be required by them in order to permit them effectively and efficiently to provide the Services, and Service Provider will make its personnel available for that training.

5.2 Client will make available to Service Provider in a timely way all information and materials required by Service Provider in order to provide the Services.  Client will ensure that all information and materials provided by or on behalf of Client to Service Provider are accurate, complete and up to date in all respects.

5.3 Client will give Service Provider clear briefings with regard to its requirements of the Services from time to time.

5.4 Client will ensure that nothing required by it of Service Provider from time to time is in breach of any applicable laws or infringes any right of any person.

6. Charges & Payment

6.1 Client will pay to Service Provider each of the charges specified in Schedule 1 of this Agreement.

6.2 If, with the written agreement of Client, Service Provider supplies to Client any services not contemplated by this Agreement, or commits to Client any person-hours not comprised in this Agreement, then Client shall pay Service Provider for such additional services or commitment at such prices as Service Provider agrees with Client.

6.3 Each amount payable or reimbursable by Client to Service Provider under this Agreement shall be due and payable, and shall be paid to by Client to Service Provider upon purchase of the Service by Client, unless otherwise agreed between the parties.

6.4 Each amount stated to be payable by Client to Service Provider under this Agreement: (a) shall be paid in euro; (b) shall be paid to Service Provider’s bank account (as notified in writing by Service Provider to Client from time to time), or in such other manner as Service Providermay reasonably request from time to time; (c) is exclusive of value added tax and, accordingly, is to be construed as a reference to that amount plus any value added tax payable in respect of it; and any such value added tax shall be paid by Client to Service Provider in addition to the amount in question upon presentation by Service Provider to Client of an invoice for the amount in question, plus value added tax, showing as a separate figure the amount of value added tax due; (d) shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of any taxes.

6.5 If Client fails to pay to Service Provider any amount payable to it under this Agreement on the due date, then Client will pay to Service Provider, on demand from time to time (as well after as before any judgment), interest on that amount, from the due date for payment until the date of payment in full, , at the rate per cent per annum of five percentage points plus EURIBOR (at the three month rate, reckoned at three monthly intervals, in each case for the three months next succeeding the day of reckoning, and first reckoned on the due date for payment for first three months).  All such interest shall accrue from day to day and shall be compounded quarterly.

6.6 In the event of non-payment of any amount due from Client to Service Provider by the due date, Service Provider shall be entitled to suspend the provision of the Services without written notice to Client (but without prejudicing Client’s obligation to pay the charges provided for in this Agreement) until payment in full has been made by Client to Service Provider.

6.7 For the avoidance of doubt any payment for Services made to Service Provider is non-refundable.

7. Confidentiality

7.1 Each party shall maintain the confidentiality of the other’s Confidential Information and shall not, without the prior written consent of the other party use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than as necessary for the enjoyment of its rights and performance of its obligations under this Agreement.

7.2 Each party undertakes to disclose the other party’s Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated by this Agreement, and to procure that such persons are made aware of, and agree to observe, the obligations in this Clause 7.

8. Data Protection

8.1 See data processing policy.

9. Personnel

9.1 Each party agrees that it will not, either on its own account or in partnership or association with any person, and whether directly or indirectly, during the currency of this Agreement, or for a period of 12 months commencing at the end of the Term, solicit or entice away or attempt to solicit or entice away (or authorise the taking of any such action by any other person) any employee or contractor of the other party who has been involved in the relationship between the parties in connection with this Agreement at any time during the last 12 months of the Term.  If a party breaches this Clause, then it shall pay to the other party (the “affected party”), by way of liquidated damages, an amount equal to sixty per cent of the gross annual salary or annual contract amount payable to the employee or contractor concerned at the time of termination of his relationship with the affected party (this amount being an estimate at the date of this Agreement of the money value of the loss and damage which the affected party would suffer (among other ways) in loss of earnings associated with that person and in finding, engaging and training a replacement).

9.2 Each of the restrictions in Clause 9.1 shall be construed and take effect independently of the others.  The parties consider the restrictions comprised in Clause 9.1 to be reasonably required for the protection of their respective legitimate interests, but each party against whom it is sought to enforce any of such restrictions further agrees to accept and observe such substituted restriction(s) (in place of all or any of those comprised in Clause 9.1) as the other party may from time to time specify, provided that such substituted restriction(s) are in all respects less restrictive in extent than those provided for in Clause 9.1 which they replace.

9.3 Client acknowledges and agrees that it is not intended that there should be transferred to Service Provider the obligations of any person as employer arising under any contract of employment, in consequence of, or in connection with, the entry by the parties into, or the performance by them of their obligations under, this Agreement, or the transfer to Service Provider of any function to be performed by it under this Agreement.  If, notwithstanding that intention, any such obligations are transferred to Service Provider by operation of law (whether pursuant to the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, or analogous legislation or otherwise), then Client shall indemnify Service Provider upon request against all Losses which may be suffered or incurred by Service Providerarising out of or in connection with any such transfer, or any contract of employment so transferred to Service Provider, or the termination of any such contract of employment by Service Provider subsequent to any such transfer (which Service Provider shall free in its absolute discretion to terminate without prejudice to its rights under this Clause).

10.  Materials & Intellectual Property

10.1 All goods and materials supplied by or on behalf of Client to Service Provider from time to time in connection with this Agreement shall: (a) as between Service Provider and Client, remain the property of Client; (b) be at Service Provider’s risk during the period starting on their delivery to, and acceptance by, Service Provider and ending upon their dispatch by Service Provider in the manner contemplated by this Agreement and shall be at Client’s risk at all other times; and (c) shall be returned by Service Provider to Client at Client’s request and cost.

10.2 Client represents, warrants and undertakes to Service Provider that none of the following, nor their use nor (as appropriate) handling by Service Provider in the course of the provision of the Services in accordance with this Agreement, will infringe the Intellectual Property Rights of any person, that is to say any (a) equipment, invention, system, process, (b) trademark, service-mark or brand name, or (c) computer programme, data, data-base, image or series of images, sound recording or text, in each case made available by or on behalf of Client to Service Provider in connection with this Agreement. 

10.3 Client will defend, indemnify and hold harmless Service Provider on demand against all Losses which may be suffered or incurred by Service Provider, which would not have arisen had none of the representations, warranties or undertakings of Service Provider in Clause 10.2 been breached, and/or which arises directly or indirectly out of or in connection with the Services, or the performance by Service Provider of its obligations under this Agreement, or the business or affairs of Client, except to the extent that the Loss suffered or incurred by Service Provider has been caused by negligence or wilful default on the part of Service Provider.

11. Recourse

11.1 Neither party shall be liable to the other for any failure or delay in the performance of any of its obligations under this Agreement which is caused by any event or circumstances beyond its control including any labour disputes between a party and its employees.

11.2 Nothing in this Agreement shall exclude or limit a party’s liability (a) under the tort of deceit; or (b) for death or personal injury caused by the breach of any Breach of Duty; or (c) to the extent that, under applicable law, it cannot be excluded or limited.

11.3 Subject to Clause 11.2, neither party shall be liable to the other in contract, tort (including negligence) or otherwise howsoever for any of the following losses or damage (whether or not such loss or damage was foreseen, foreseeable, known or otherwise): (a) loss of revenue (other than amounts payable to Service Provider under Clause 6), (b) loss of actual or anticipated profits, (c) loss of contracts, (d) loss of the use of money, (e) loss of anticipated savings, (f) loss of business, (g) loss of opportunity, (h) loss of goodwill, (i) loss of reputation, (j) loss of, damage to or corruption of data, or (k) any indirect or consequential loss howsoever caused (including, for the avoidance of doubt, whether such loss or damage is of a type specified in sub-clauses (a) to (j) above) whether arising out of, or in connection with, or in relation to any goods or services supplied under this Agreement or the supply or non-supply or purported supply or delay in supply of any goods or services under this Agreement or otherwise out of or in connection with or in relation to this Agreement or any transaction or matter contemplated by it.

11.4 Subject to Clause 11.2, the total Liability of Service Provider to Client for losses suffered or incurred by client arising out of, or in connection with, this Agreement or any matter contemplated by it, shall in no circumstances exceed that amount which is for the time being equal to the aggregate amount actually received by Service Provider from Client under Clauses 6.1 and 6.2 (charges) exclusive of value added tax.  The limitation of Liability under this Clause 11.4 has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.

11.5 This Clause 11 prevails over all other provisions of this Agreement, and sets forth the entire liability of Service Provider in respect of (a) the performance, non-performance, purported performance or delay in performance by Service Provider of its obligations under this Agreement; and (b) otherwise in connection with, or in relation to, this Agreement or any matter contemplated by it.

11.6 The terms of this Agreement are in lieu of all other conditions, warranties and other terms concerning the supply or purported supply of, or failure to supply or delay in supplying, of any goods and/or services (except for those arising under Section 12 of the Sale of Goods Act 1893 (as amended)) which might but for this Clause 11 have effect between Service Provider and Client or would otherwise be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise (including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or as to the use of reasonable skill and care), all of which are hereby excluded.  Subject to Clause 11.2, Service Provider does not accept, and excludes, any Liability for Breach of Duty other than any such liability arising under this Agreement.

11.7 The charges payable by Client under this Agreement are determined on the basis of the limits of Liability set out in this Clause 11.

12. Early termination

12.1 If Client has not begun to procure the Services from Service Provider within 30 days of the date of this Agreement, Service Provider may terminate this Agreement forthwith at any time by the giving of written notice to Client.

12.2 Subject always to Clause 12.6, in the event that Client wishes to cancel the (a) Annual Plan before the termination of the Annual Plan no refund shall be given; and/or (b) Monthly Plan the Agreement will terminate at the end of the relevant 30 day period (“Relevant Period”), and Client shall not be entitled to any refund for the Relevant Period. Cancellations can be made at any time by contacting the account manager or a member of the BidRecruit team on     012546100  

, info@bidrecruit.io.

12.3 If performance of a material obligation under this Agreement is prevented by any event or circumstance contemplated by Clause 11.1 (force majeure) for a continuous period of 30 days or more, then the party for whose benefit the affected obligation would have been performed shall be entitled, by the giving of notice in writing to the other party, immediately to terminate this Agreement.

12.4 Without prejudice to any other remedies which a party (the “non-defaulting party”) may have against the other party (the “defaulting party”) in that connection, the occurrence of a Termination Event (as defined in Clause 12.5) in respect of the defaulting party shall entitle the non-defaulting party to terminate this Agreement with immediate effect (or with effect from such later date, not more than 90 days after the date of the termination notice, as may be specified in the termination notice) by the giving of notice to that effect to the defaulting party (whether the occurrence of such Termination Event is voluntary or involuntary or occurs by operation of law or pursuant to or in compliance with any judgement, decree or order of any court or any order, rule or regulation of any competent authority).

12.5 Each of the following shall be a Termination Event: (a) the defaulting party fails to make any payment due from it to the non-defaulting party under this Agreement by the due date;  (b) the defaulting party materially breaches, or fails to comply with, any obligation on its part under this Agreement other than any referred to in paragraph (a) above, and the breach or failure is not capable of remedy or if capable of remedy continues for 14 days after the giving by the non-defaulting party to the defaulting party of notice specifying the breach and requiring it to be remedied; (c) the defaulting party is, or is deemed for the purposes of any relevant law to be, unable to pay its debts as they fall due or to be insolvent, or any step is taken with a view to a composition, assignment or arrangement with any creditors of, or the liquidation or dissolution of, the defaulting party; or any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator, examiner or similar officer is appointed to or in respect of the defaulting party or any of its assets.

12.6 A Trial Period applies to this Agreement only if such a period is expressly requested on the Start Date.  If a Trial Period applies to this Agreement, then this Agreement may be terminated by either party immediately upon giving written notice of termination to the other party (which notice may only be given during the Trial Period).

 

13. General provisions

13.1 This Agreement is made only in the English language. If there is any conflict in meaning between the English language version of this Agreement and any version or translation of this Agreement in any other language, the English language version shall prevail.  Each document and communication referred to in this agreement or to be delivered under it shall be in the English language or, if not, accompanied by an English translation of it, certified as accurate by an officer of the party issuing that document or communication; and in the case of conflict between English language version and any other version, the English language version shall prevail.

13.2 The provisions of Clauses 7 (confidentiality), 8 (data protection), 9 (personnel), 10 (materials & intellectual property), 11 (recourse), 13 (general provisions) and 14 (interpretation) shall survive the termination of this Agreement however arising, and shall continue to bind the relevant party or parties without limit in time.

13.3 Termination of this Agreement (however arising) shall not affect any rights of the parties accrued up to the date of termination.

13.4 Client permits Service Provider to use of its name and logo in relation to the promotion of the Services. 

13.5 This Agreement shall be governed by and construed in accordance with the laws of Ireland.

13.6 If any dispute, question or difference arises between the parties out of or in connection with this Agreement (other than one arising out of or in connection with an alleged breach of Clause 9.1 (personnel), in respect of which  the party alleging the breach elects to issue proceedings in the Irish courts), then any party may give notice to the other requiring the dispute or difference concerned to be referred to arbitration, whereupon the dispute or difference concerned shall be, and is hereby, referred to the arbitration of a person to be agreed upon by the parties or, in default of agreement, appointed by the President for the time being of the Law Society of Ireland upon the application of either party, or in the event of his being unwilling or unable to do so, by the next senior officer of the Law Society of Ireland who is willing and able to make the appointment.  The provisions of this Clause with regard to the appointment of the arbitrator shall apply also to the appointment (whether by agreement or otherwise) of any replacement arbitrator where the original arbitrator (or any replacement) has been removed by order of the High Court, or refuses to act, or is incapable of acting, or dies.  Every such arbitration shall be subject to the provisions of the Arbitration Acts 1954 to 1998.  Unless otherwise agreed in writing between the parties, every such arbitration shall take place in Dublin, Ireland.

13.7 Each of the parties irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any dispute, question or difference arising out of or in connection with an alleged breach of Clause 9.1 (personnel) in respect of which the party alleging the breach elects to issue proceedings in the Irish courts and, for those purposes, each party irrevocably submits to the jurisdiction of those courts.

13.7 Client will not assign the benefit of this Agreement without the written consent of Service Provider.

13.8 If the whole or any part of a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect the legality, validity or enforceability in that jurisdiction of the remainder of the provision in question or any other provision of this Agreement; or the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.

13.9 Each of the rights of each party under this Agreement may be exercised as often as is necessary, is cumulative and not exclusive of any other rights which that party may have under this Agreement, law or otherwise; and may be waived only in writing and specifically.  Delay by a party in exercising, or the non-exercise by a party of, any such right will not constitute a waiver of that right.

13.10 This Agreement constitutes the sole and entire agreement between the parties in relation to its subject matter, and supersedes all prior written and oral arrangements, understandings, representations, warranties and agreements between them in that regard (if any). 

13.11 All invoices shall be issued in euro and all corresponding payments shall be made in euro.

14. Interpretation

14.1 In this Agreement:

Annual Plan” means a subscription for an account with BidRecruit consisting of a 12 month period, paid for in full on first day of purchase. BidRecruit offers a 17% discount on all annual plans, this equates to two free months free. BidRecruit reserves the right to amend this discount as they see fit. Annual plans will continue into the next year unless Client terminates the account in accordance with Clause 2.

Breach of Duty” means the breach of any obligation or duty to take reasonable care or exercise reasonable skill which arises from the express or implied terms of a contract or under common law (but not any stricter duty);

Contract Period” means the period specified in that regard on the Start Date.

Confidential Information” means, in relation to a party, information (in whatever form communicated or recorded) belonging or relating to that party, its business affairs or activities which is not in the public domain and which (a) that party has marked as confidential or proprietary, or (b) has been described as confidential by that party to the other (orally or in writing), or (c) due to its character or nature, a reasonable person in a like position to its recipient and under like circumstances would treat as confidential; other than any such information which: (i) was, at the time of receipt, published or otherwise generally available to the public; or (ii) has, after receipt by the recipient, been published or otherwise made generally available to the public,  through no act or omission of the recipient; or (iii) the recipient can demonstrate was already lawfully in its possession at the time of receipt, without any restrictions on its disclosure; or (iv) the recipient can demonstrate, was independently developed by it or on its behalf; or (v) is obtained by the recipient from a third party free from any obligation of confidentiality for the benefit of the disclosing party or (vi) is required by law, court or the order of any competent authority, to be disclosed, provided in the case of this sub-clause (vi) that to the extent permitted by law, prior to any disclosure, the recipient shall notify the other party of the requirement, and at the other party’s request and cost, assists it in opposing any such disclosure;

Data Protection Acts” means the Data Protection Acts 1998 and 2003 (as amended and replaced from time to time);

Intellectual Property Right” means the rights of a person under or in respect of any patent, trademark, service mark, registered design, drawing, utility model, design right, copyright, data base right, trade secret, confidential information, technical information, know-how, business or trade name, goodwill and all other intellectual property rights of a similar or corresponding nature in any part of the world, whether registered or not, or capable of registration or not, and including all applications and the right to apply for any of the foregoing;

Liability” means liability for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, all references to ‘this Agreement’ shall be deemed to include any collateral contract);

Loss” means any claim, suit, proceeding, judgement, loss, liability, cost, expense, fee, penalty or fine;

Monthly Plan” means a subscription for an account with BidRecruit that is billed on a monthly basis first day of purchase and every month thereafter until Client terminates the account in accordance with Clause 12;

Relevant Personal Data” means personal data (as defined in the Data Protection Acts) delivered to Service Provider by or at the direction of Client, or collected by Service Provider, for the purposes of this Agreement;

Services” means the services provided by Service Provider to Client under this Agreement, being the Annual Plan or the Monthly Plan;

Start Date” has the meaning as set out in Clause 2 herein;

Term” means the period beginning on the Start Date and ending on expiry or termination of this Agreement in accordance with Clause 2 or Clause 12; and

Trial Period” (if any) means the period, beginning on the Start Date and having the duration specified in that regard upon acceptance of these terms and conditions.

14.2 In this Agreement, unless the contrary intention is stated, a reference to: (a) the singular shall include the plural and vice versa; (b) either gender includes the other; (c) a person shall be construed as a reference to any individual, firm or company, corporation, governmental entity or any association or partnership (whether or not having separate legal personality);  (d) time shall be construed by reference to whatever time may from time to time be in force in Ireland; (e) a ‘Clause’ is to  a clause of these terms and conditions (f) a statute, by-law, regulation, delegated legislation or order is to the same as amended, modified or replaced from time to time, and to any by-law, regulation, delegated legislation or order made thereunder; (g) ‘including’ means comprising, but not by way of limitation to any class, list or category; (h) ‘writing’ shall include a reference to any electronic mode of representing or reproducing words in visible form (and ‘written’ shall be construed accordingly); and (i) ‘business day’ shall be construed as a reference to  a day (other than a Saturday or Sunday) on which the banks are generally open for business in Dublin, Ireland and where Client has its principal place of business.

14.4 Headings are to be ignored in the construction of this Agreement. [end]

 

Schedule 1

Product/Service

Basic

Monthly €99 / £89

Annual €89 / £75

Professional

Monthly €169 / £151

Annual €1690 / £126

Expert

Monthly €298 / £266

Annual €2980 / £222