Terms & Conditions (Job Advertising)
BID SOLUTIONS’ TERMS AND CONDITIONS
(JOB ADVERTISING)
These Terms, together with the Order Form, DPA, the Privacy Policy and Cookie Policy constitute the entire agreement between Bid Solutions and the Customer in respect of the Services (Agreement).
By submitting an Order Form for the Services, the Customer accepts and agrees to be bound by the Agreement. Any other terms or conditions sought to be imposed by the Customer (including terms in any insertion or purchase order, email or acknowledgement) are expressly excluded and shall not be binding on Bid Solutions.
1 Definitions and interpretation
1.1 In these Terms:
Advertising
means the Customer’s advertising to be displayed on the Website as specified by the Customer in the Order Form;
Advertising Laws
means all laws, regulations and codes of practice which are applicable to the Advertising Services (including the UK Code of Non-broadcast Advertising, Sales Promotions and Direct Marketing (CAP Code) and all other codes under the general supervision of the Advertising Standards Authority, Trading Standards and/or Competition and Markets authority);
Advertising Publication Date
means the date for publication by Bid Solutions of the Advertising as specified by the Customer in the Order Form;
Bid Solutions
means Bid Solutions Limited, company registered number 05194464, whose registered office is at Parkshot House, 5 Kew Road, Richmond, Surrey, TW9 2PR;
Business Day
means a day other than a Saturday, Sunday or bank or public holiday in England;
Candidate
means an individual who contacts the Customer in response to Advertising or (in relation to the CV Search service only) emails from Bid Solutions;
Confidential Information
means all information of a confidential nature (in any form) which is imparted or disclosed to, or otherwise obtained by a party (whether directly or indirectly) including the other party’s know-how, trade secrets, financial, commercial, technical, tactical, strategic, marketing or customer information, employee information, any information agreed to be or marked as confidential, any other information a party knows, or could be reasonably expected to know, is confidential and any other such information related to or concerning a party’s business;
Customer
means the company or other entity purchasing Services described in the Order Form;
Customer Data
means the Customer’s copy, logos, artwork, designs, brand and product information, creative materials, digital materials and any other information or materials supplied by the Customer to Bid Solutions in connection with the Agreement;
Data Protection Legislation
(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; or (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data;
DPA
the Data Processing Addendum bidsolutions.co.uk/DPA as varied from time to time;
EU GDPR
the General Data Protection Regulation ((EU) 2016/679);
Fees
means the fees for the Services as set out in the Order Form;
Good Industry Practice
means the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or company engaged in the same type of activity under the same or similar circumstances;
Intellectual Property Rights
means copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, the right to sue for passing off, domain names and all similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing;
Order Form
means the Job Advertising Order Form on the Website entered into by the Customer, incorporating these Terms;
Posting Period
means the period for which the Advertising is displayed as set out on the Website;
Services
means the Job Post; Job Post & Social; and CV Search services as further described on the Website;
Terms
means these Terms and Conditions (Job Advertising);
UK GDPR
has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;
VAT
means United Kingdom value added tax, and any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom; and
Website
means the website at the URL bidsolutions.co.uk or any other websites under Bid Solutions’ control, whether partial or otherwise, and including the Website content, databases, software, code and graphics.
1.2.1 a reference to a “party” is to a party to this Agreement and includes that party’s personal representatives, successors and permitted assigns;
1.2.2 a reference to a “person” includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.3 a reference to a gender includes each other gender;
1.2.4 words in the singular include the plural and vice versa;
1.2.5 any words that follow “include”, “includes”, “including”, “in particular” or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.6 any clause headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement;
1.2.7 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; and
1.2.8 controller, personal data, process and processing shall have the meaning as set out in the Data Protection Legislation.
1.3 In the event of any conflict or inconsistency between different parts of this Agreement, the terms of the Order Form shall have priority over the Terms.
2.1 This Agreement commences and takes effect from the date, whichever is the earlier:
2.1.1 of approval by email, for and on behalf of Bid Solutions, of a completed Order Form; or
2.1.2 on which Bid Solutions commences provision of the Services in accordance with an Order Form.
2.2 Bid Solutions reserves the right in its sole and absolute discretion to refuse to offer the Services to any person or organisation.
2.3 Subject to any extension or renewal period agreed between the parties in writing, this Agreement shall remain in force until the Services have been supplied unless terminated earlier in accordance with clause 9.
3.1 Subject to the Customer’s compliance with this Agreement, Bid Solutions shall:
3.1.1 perform its obligations under the Agreement in accordance with Good Industry Practice, using all due skill, care and diligence; and
3.1.2 use reasonable endeavours to deliver the Services in accordance with the specifications set out in the Order Form.
3.2 The Customer acknowledges and agrees that the numbers of “unique candidate visits” stated on the Website are provided as estimates only.
3.3 Following receipt of an Order Form, Advertising will go live during the Posting Period provided that where the Posting Period is to start on the date an Order Form is received:
3.3.1 it may take up to 8 hours for Advertising to go live where the Order Form is received on a Business Day between 8am and 5pm UK time;
3.3.2 Advertising may not go live until the following 2pm where the Order Form is received on a Business Day after 5pm and before 8am UK time;
3.3.3 Advertising will be published by the next Business Day where the Order Form is received on weekends or Bank Holidays.
3.4 The Customer will be notified by email when the job advert has gone live.
Third party sites
3.5 Where Advertising is posted on third party recruitment web sites as part of the Job Post & Social service, Candidate details will be sent to Bid Solutions by those sties in the first instance. Bid Solutions will then forward any such Candidate details to the Customer as soon as reasonably practicable..
4.1.1 cooperate with Bid Solutions in all matters relating to the Services and respond promptly to any request by Bid Solutions for approval or information reasonably required by Bid Solutions in connection with the Services;
4.1.2 ensure the Customer Data are accurate and complete in all material respects;
4.1.3 ensure that any and all advertising and marketing claims incorporated in any Advertising in relation to its products and services comply with all applicable laws, including the Advertising Laws; and
4.1.4 comply with the Acceptable Use Policy available at bidsolutions.com/AUP and agrees not to:
(a) misuse or attack the Website by knowingly introducing viruses, trojans, worms, logic bombs or any other material which is malicious or technologically harmful (such as by way of a denial-of-service attack);
(b) conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Website or any services provided via, or in relation to, our Site, including using (or permitting, authorising or attempting the use of):
(i) any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Website or any data, content, information or services accessed via the same; or
(ii) any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations; or
(iii) attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website.
4.2 Advertising which appears to discriminate on grounds of sex, race or disability is illegal and may result in proceedings being taken against both the Customer and Bid Solutions. Advertising is accepted by Bid Solutions on the basis that the Customer confirms that any requirement or qualification which may appear to discriminate illegally is in compliance with any exemption available under the relevant legislation. Notwithstanding this confirmation, if Bid Solutions nonetheless believes that Advertising may be discriminatory, Bid Solutions may at its discretion either amend the Advertising or remove it from the Website without liability to the Customer to make any refund of amounts paid in respect of the posting or otherwise and will inform the Customer accordingly.
4.3 The Customer shall be responsible for the Customer Data provided, and Advertising published, in connection with this Agreement and Bid Solutions shall not provide any refund or compensation to the Customer in the event that the wrong Customer Data are delivered to Bid Solutions and subsequently published by Bid Solutions.
4.4 The publication of the Advertising by Bid Solutions does not mean that Bid Solutions approves the Advertising or in any way accepts that the Advertising has been provided in accordance with the Agreement or that Bid Solutions has in any way waived its rights under the Agreement.
4.5 Bid Solutions reserves the right to reject, remove, suspend or change the position of, any Advertising which it considers unsuitable or which is not in accordance with this Agreement without liability to the Customer.
5.1 The Customer shall pay the Fees for the Services as set out in the Order Form.
5.2 Bid Solutions may amend its rates for Services at any time by amending the Order Form, effective immediately on publication of the amended Order Form and such new rates shall apply to any order made after the date of publication of the Order Form. Any order made prior to such rate change shall not be affected by the rate change.
5.3 Any discounts agreed are confidential and may not be disclosed by the Customer. 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 without Bid Solutions’ prior written consent.
5.4 All amounts due under this Agreement are exclusive of VAT, sales or other tax applicable which shall be paid in addition by the Customer at the rate and in the manner for the time being prescribed by law.
6 Customer warranties and indemnity
6.1 The Customer warrants, on behalf of itself and where relevant (and applicable) on behalf of the Customer, that all Customer Data, the Advertising, and any destination site linked to from such Advertising:
6.1.1 are accurate, complete, true and not misleading;
6.1.2 are legal, truthful, honest and decent and otherwise comply with the provisions of all applicable laws, including Advertising Laws;
6.1.3 comply with the obligations of the Customer pursuant to this Agreement;
6.1.4 are not libelous, inciteful, or obscene;
6.1.5 do not infringe the rights of any third party (including any person’s Intellectual Property Rights); and
6.1.6 are free of any viruses, adware, malware, bit torrents, and will not cause an adverse effect on the operation of the Website.
6.2 The Customer shall defend, indemnify and hold harmless Bid Solutions against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Customer’ use of the Services and/or any breach of this Agreement.
7 Responses to advertisements
7.1 The Customer will provide the following information to Candidates:
7.1.1 the Customer’s full corporate name, address and registered number, or (if it is not incorporated) its full business and trading name and address, and the nature of its business;
7.1.2 the nature of the vacancy, including the type of work involved, its location, the hours of work, the commencement date and the likely duration;
7.1.3 any risks to health and safety known to the Customer and the steps taken by the Customer to prevent or control such risks;
7.1.4 the experience, training, qualifications and any authorisations which are required by the Customer, including any qualifications or authorisations required by law or any applicable professional body;
7.1.5 any expenses payable by or to Candidates;
7.1.6 the minimum rate of remuneration, the intervals of payment and any other benefits;
7.1.7 the length of notice to which the Candidate would be entitled to receive or be required to give for termination of employment;
7.1.8 whether the Customer intends to engage the Candidate otherwise than as an employee on a contract of service;
7.1.9 whether the vacancy entails caring for or attending one or more vulnerable persons, including persons under the age of 18 and/or any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention
7.2 The Customer will satisfy itself as to the suitability of any Candidate for job vacancies. Without prejudice to the generality of the above, the Customer acknowledges and agrees that it is the Customer’s responsibility to:
7.2.1 take up and verify references relating to the Candidate’s qualifications, skills, character and experience;
7.2.2 check the validity of the Candidate’s qualifications;
7.2.3 ensure, where appropriate, that the Candidate is capable of operating any equipment or machinery to the necessary level;
7.2.4 obtain any certificate of sponsorship or permit needed to enable the Candidate to work in the United Kingdom; and
7.2.5 ensure that the Candidate satisfies any medical requirements or other qualifications that may be appropriate or required by law.
7.3 The Customer agrees to deal fairly and professionally with Candidates and not do anything which may bring Bid Solutions into disrepute.
7.4 Bid Solutions do not guarantee any response to the job advertisement or that the responses will be from individuals suitable for the job advertised.
8.1 The Customer (or the Customer, as applicable) is the owner or licensee of all Intellectual Property Rights in the Customer Data.
8.2 The Customer (on behalf of itself or on behalf of the Customer as applicable) grants to Bid Solutions a worldwide, non-exclusive, royalty-free licence to use the Customer Data to provide the Advertising Services in accordance with the Agreement.
9.1 Either party may terminate this Agreement at any time by giving notice in writing to the other party if:
9.1.1 the other party commits a material breach of this Agreement and such breach is not remediable;
9.1.2 the other party commits a material breach of this Agreement which is capable of remedy but is not remedied within 20 Business Days of receiving written notice of such breach; or
9.1.3 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes subject to a moratorium under Part A1 of the Insolvency Act 1986 or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or becomes subject to a restructuring plan under Part 26A of the Companies Act 2006 or a scheme of arrangement under Part 26 of the Companies Act or any analogous event occurs in any applicable jurisdiction.
10 Consequences of termination
10.1 In the event that this Agreement expires or is terminated for any reason:
10.1.1 Bid Solutions shall cease all further performance of the Services;
10.1.2 each party shall destroy or return (at the other party’s election) all Confidential Information in its possession or under its control and all copies of such information.
10.2 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
10.3 Termination of this Agreement for whatever reason shall not operate to affect any provisions that expressly or by implication survive termination.
11.1 The Customer may cancel the Services at any time but shall remain liable for payment in full of the applicable Fees.
12.1 Bid Solutions will exercise reasonable care and skill in the handling and publishing of the Advertising in accordance with the details set out in the Order, but Bid Solutions cannot guarantee the time, dates and/or position of the Advertising.
12.2 Bid Solutions does not guarantee that the Website, or any content on them, will always be available or be uninterrupted.
12.3 Subject to clause 12.5, Bid Solutions shall not be liable in contract, tort (including negligence, breach of statutory duty), or otherwise for any:
12.3.3 loss of goodwill or reputation;
12.3.4 loss of anticipated saving;
12.3.6 loss of data or information; and/or
12.3.7 any indirect, special or consequential loss.
12.4 Subject to clause 12.3 and 12.5, the maximum liability of Bid Solutions to the Customer under or in connection with the Agreement, whether arising from contract, tort (including negligence, breach of statutory duty, or otherwise) shall not exceed the total Fees paid or payable under the applicable Order Form.
12.5 Nothing in the Agreement will limit or exclude Bid Solutions’ responsibility for death or personal injury resulting from its own negligence, fraud or any other liability that cannot be limited or excluded by law.
12.6 Except as expressly set out in this Agreement, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the obligations of the parties under this Agreement are excluded insofar as it is possible to do in law.
13.1 Subject to clauses 13.2 and 13.3, each party agrees that it will:
13.1.1 keep the Confidential Information confidential and will not disclose it to any third party;
13.1.2 only use the Confidential Information as strictly necessary for the performance of its obligations under the Agreement; and
13.1.3 take all reasonable measures to maintain the confidentiality of the Confidential Information in its possession or control, which will be of a standard which is at least equivalent to the measures that it uses to maintain the confidentiality of its own Confidential Information of similar nature and importance.
13.2 Where strictly necessary for the performance of its obligations under this Agreement, a party may disclose the other party’s Confidential Information to consultants, sub-contractors, agents or professional advisors, provided always that that party ensures that each such third party to whom Confidential Information is disclosed is aware of the confidential nature of the Confidential Information prior to any such disclosure and that it complies with this clause 13 as if it were a party to this Agreement.
13.3 The provisions of clause 13.1 shall not apply to:
13.3.1 any information that is, or was already known or available to the receiving party, otherwise than pursuant to or through breach of any confidentiality obligation owed to the disclosing party;
13.3.2 any information that is, or becomes, in the public domain other than through any breach of this Agreement (save that any publicly available information shall be classified as Confidential Information where it is compiled in a form that is not in the public domain);
13.3.3 information that is disclosed to the receiving party, without any obligation of confidence to the disclosing party, by a third party that is not itself under or in breach of any obligation of confidentiality;
13.3.4 information that is independently developed by or on behalf of the receiving party without using information supplied by the disclosing party; and
13.3.5 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Agreement.
13.4 This clause shall remain in force for a period of 12 months from the date of the Agreement.
14.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.
14.2 Bid Solutions is the controller of email addresses and other personal data entered by the Customer on the Order Form, as well as other Customer billing and account contact information which is required to administer the Agreement. Bid Solutions shall process such personal data in accordance with its Privacy Policy.
15 To the extent that Customer Data contains personal data, Bid Solutions (acting as processor) shall process that data on behalf of the Customer (acting as controller) when performing the Services. In that capacity both parties will comply with all applicable requirements of the DPA.
16.1 A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to circumstances beyond their reasonable control including, but not limited to war, terrorism, strikes, lock outs or other industrial action, breakdown of systems or network access, explosion, fire, corrosion, flood, epidemics, pandemics, natural disaster, or adverse weather conditions.
17.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
17.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.
17.3 Nothing in this Agreement shall limit or exclude any liability for fraud.
18.1 Any notice given by a party under this Agreement shall be:
18.1.1 in writing and in English;
18.1.2 sent to the relevant party at the address set out in the Order.
18.2 Notices may be given, and are deemed received:
18.2.1 by hand: on receipt of a signature at the time of delivery;
18.2.2 by Royal Mail Recorded Signed For post: at 9am on the second Business Day after posting;
18.2.3 by email: on receipt of a delivery receipt email from the correct address.
18.3 Any change to the contact details of a party as set out in the Order Form shall be notified to the other party in accordance with clause 18.1 and shall be effective:
18.3.1 on the date specified in the notice as being the date of such change; or
18.3.2 if no date is specified, 5 Business Days after the notice is deemed to be received.
18.4 This clause does not apply to notices given in legal proceedings or arbitration.
19.1 No announcement or other public disclosure concerning this agreement or any of the matters contained in it shall be made by, or on behalf of, a party without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any court, any governmental, regulatory or supervisory authority (including any recognised investment exchange) or any other authority of competent jurisdiction.
No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
21 Assignment and sub-contracting
21.1 The Customer may not assign, sub-contract, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement.
21.2 Bid Solutions may assign, sub-contract, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement (including the licence rights granted), in whole or in part, provided always that it provides prior notice to the Customer.
Without affecting its other rights, Bid Solutions may set off an amount owed to it by the Customer against an amount which Bid Solutions owes to the Customer, present or future, and which arises under this Agreement.
The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
24.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
24.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
25.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
25.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
25.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).