Client Terms and Conditions

Client Terms and Conditions Version 1

10th October 2007

These Conditions are deemed accepted by the Client when the Services of Acumin have been accessed by the Client or ordered and upon signature of the Service Agreement by the Client.

1. Definitions

1.1. In these Conditions the following words and phrases shall have the following meanings unless the context requires otherwise :-

Advertisement
any recruitment Advertisement including Lineage Advertisements, Semi-Display Advertisements, Display Advertisements, Corporate Brochures, Logo Buttons, Homepage Banners, Sector Sponsorship, or any page(s) of Client advertising together with any other form of Advertisement as shall appear on the Site from time to time);

Advertising Agency
a Client who in relation to the Services is receiving them on behalf of an End Client or is directly or indirectly providing the Services on to an End Client;

Applicant
a Candidate who applies for a vacancy advertised on the Site;

Candidate
a person who uses the Site for the purpose of finding employment;

Client
any person using and purchasing the Services, where a person includes but is not limited to, Direct Employers, Recruitment Agencies, Recruitment Process Outsourcing Agencies and Advertising Agencies. In the circumstance of any Recruitment, Recruitment Process Outsourcing or Advertising Agency acting on behalf of one of their own End Clients, Acumin will charge the Agency and not the Agency's End Client;

Conditions
these Standard Terms and Conditions;

Conkers
distribution software from Conkers.net, enabling vacancy posting to one or more online noticeboards selected by the Client or Recruiter;

Contract
the contract for the supply of any Services by Acumin to the Client comprising these Conditions and a Service Agreement;

CV
the curriculum vitae or brief outline details of a Candidate's education, training, skills and employment experience which is provided to Acumin by a Candidate for distribution to Clients with a view to securing employment;

End Client
the person to whom the Client's Services are provided;

Fees
the fees and charges payable by the Client as specified in the Contract;

Homepage Banner
a Client's banner Advertisement displayed on the homepage of the Site;

Acumin
Acumin Consulting Limited

Hot Jobs Email
a Service which sends vacancies via email to Candidates who have subscribed to this Service;

Hot Jobs Sponsorship
the sponsorship of a message of up to a maximum of 50 words on a specific selection of the Hot Jobs email.

Live Vacancy Listing
a page of the Site which lists all the currently live vacancy Advertisements.

Logo Button
a button with the Client's name and/or logo on it;

MyAcumin
a personalised page of the Site where a Candidate may access their own personal details, their CV, all applications made in the last 30 days and a range of other services;

Recruiter
any person working on behalf of the Advertising Agency, Direct Employer or Recruitment Agency Client and who is authorised by the Client to use the Services;

Recruitment Agency
an Employment Agency or Employment Business as defined by the Employment Agencies Act 1973 (and all regulations made there under);

Recruitment Process Outsourcing Agency
a Recruitment Agency who also carry out the selection and placement process on behalf of the End Client;

Services
the Services which Acumin has agreed to provide to the Client including any advertising and e-mail marketing.

Service Agreement
the Service Agreement entered into between the Client and Acumin;

Site
the Site at www.Acumin.co.uk, www.acuminconsulting.com, or any other website on which any Advertisement appears or via which any Service is offered.

Start Date
the start date for the provision of the Services as referred to and identified in the Service Agreement for those Services;

Term
the term of the Contract as specified in the Service Agreement;

Visitor
a person who visits a specific page of the Site within a specific time period.

2. Services Generally

2.1. The Client agrees to provide Acumin, in such a format as Acumin may request, any information, design work, artwork and logos necessary to enable Acumin to provide those Services.

2.2 Acumin shall not be obliged to provide those Services until the Client has supplied it with the information, design work, artwork and logos necessary to provide those Services.

2.3 Acumin reserves the absolute right, without giving any reasons, to decline, cancel or remove any Advertisement or provision of Services for any reason and at any time without prior notice.

2.4 An Advertisement or Service which indicates, or can reasonably be understood as indicating, an intention to discriminate on grounds of sex, race or age will not be accepted unless it is exempted from the requirements of the Sex Discrimination Act or the Race Relations Act or the Age Discrimination Act. A statement must be made at the time the Advertisement is placed or Service used saying which of the exemptions in the Act(s) is considered to apply.

2.5 Acumin will use its reasonable endeavours to publish the Advertisement or provide the Services on the agreed date. Acumin does not accept liability for any consequences, howsoever arising, due to error or delay in provision of the Services and has the right at its sole discretion to decline to publish or omit, suspend or change the position of any Advertisement accepted by it.

2.6 Links to a Client's or End Client's website will not be permitted to appear in any Advertisement placed, without Acumin's' prior consent.

2.7 Acumin may at its discretion and without prior notice, report any Advertisement or Service used which in its reasonable opinion is being used for an improper or illegal purpose by a Client to the relevant authorities including, without limitation, the Department of Employment, the Office of the Information Commissioner and the Recruitment and Employment Confederation. Acumin may also disclose information about any Client to any third party, as Acumin shall deem necessary to protect its interests or the interests of Clients, Recruiters, Candidates, Applicants and/or other users of the Site.

2.8 Acumin shall be entitled at anytime without notifying the Client to make changes to the Services, which are necessary to comply with any applicable security or other statutory requirements and shall determine the manner in which the Services are provided.

2.9 Acumin will only make available or supply copies of the CVs that have been received by it for distribution to Clients of Acumin solely for the purpose of securing suitable employment for the Candidates.

3. Lineage Advertisements and Semi-Display Advertisements

If the Services include Lineage Advertisements or Semi-Display Advertisements, the provisions of this clause 3 shall apply thereto.

4. Hot Jobs Sponsorship

If the Services include Jobs-by-Email Sponsorship, the provisions of this clause 8 shall apply thereto.

4.1 Hot Jobs Sponsorship is for one day/one e-mail blast to subscribers, usually on a Monday (excluding bank holidays in England and Wales) as agreed between Acumin and the Client.

4.2 The sponsored message may contain a link only to a Client's website or live vacancy.

4.3 The Client accepts that Acumin cannot guarantee the number of recipients of the Jobs-by-Email Sponsorship and that no obligations are imposed on Acumin in this regard.

5. Obligations of Acumin

5.1 Acumin will use its reasonable endeavours to enable Applicants the facility of viewing Advertisements on the Site and to provide the Services to the Client. However, the Client accepts that Acumin cannot guarantee the number of occasions on which any individual Advertisement appears on the Site and that no obligations are imposed on Acumin in this regard.

6. Obligations of the Client

6.1. The Client hereby undertakes and warrants to Acumin:

6.1.1. to comply with the provisions of the Data Protection Act 1998 or relevant legislation with regard to any Applicant information received by it and in particular to keep such information confidential.

6.1.2. in relation to any Advertisement the Client is a principal notwithstanding that the Client may be acting directly or indirectly for a third party;

6.1.3. the reproduction and/or publication of the Advertisement by Acumin as originally submitted or as amended will not breach any agreement or infringe or violate any right of any person or render Acumin liable to any proceedings whatsoever and the Client indemnifies Acumin against all costs, claims, damages, loss, expenses and liabilities suffered or incurred by Acumin as a result of this undertaking and warranty being incorrect;

6.1.4. each Advertisement is legal, decent, honest and truthful and complies with all applicable laws, rules, regulations and codes relating to advertising as may be appropriate;

6.1.5. no Advertisement contains any data, image or other material which;

(a) is offensive, obscene or indecent, or capable of being resolved into obscene or indecent images or material;

(b) is defamatory, threatening or racially, ethnically or otherwise objectionable;

(d) infringes the rights (including, without limitation, the intellectual property rights) of another person;

(e) is designed or likely to cause disruption to any computer system or to any network;

(f) is illegal or designed or likely to induce an illegal act.

6.2. The Client acknowledges that it is not vested with any proprietary rights in respect of the Site, or any CV or other information submitted by any Applicant.

6.3. The Client shall indemnify Acumin against all claims made by the third parties in respect of the misuse of the data supplied to the Client.

6.4. The Client shall obtain from the Applicant, as much information about the Applicant's qualifications and experience, as is necessary for determining whether the Applicant is suitable for employment, and shall ascertain that the Applicant has such qualifications as are required by law.

6.5. The Client shall ensure that the Applicant is fully aware of any conditions imposed by law, which must be satisfied by the Applicant and that any employment resulting therefrom shall be legal.

6.6. The Client agrees not to employ, or make arrangements to employ, a young person (being a person under the age of 18) who is attending, or has ceased to attend school, unless the Client has made all such enquiries as are reasonably practicable for the purposes of ascertaining that the young person has received vocational advice.

6.7. The Client shall ensure that the Applicant, before departing for the employment, receives a written statement in a language they understand giving full details of their employment.

6.8. The Client shall:

6.8.1. use all CVs supplied for the sole purpose of endeavouring to provide or locate suitable employment on behalf of Candidates;

6.8.2. keep confidential the CVs and all other information supplied by Acumin or Candidates to the Client or its employees or agents and shall only use such information for such agreed purpose if endeavouring to seek or provide employment opportunities for Candidates with their express consent in respect of the CVs;

6.9. The Client:

6.9.1. acknowledges that the Client and Acumin may agree that Acumin can accept instructions in relation to the Services (without having to refer to the Client) from any of the following persons;
(a) any person agreed between Acumin and the Client to be a Recruiter; and
(b) any person to whom the Client or any Recruiter provides passwords to or is set up to make use of the Services by using facilities offered by Acumin for such purposes.

6.9.2. authorises Acumin to accept instructions in relation to the Services (without having to refer to the Client) from any Recruiter and any person using such passwords.

7. Rates

7.1. The rates shall be those rates as agreed between Acumin and the Client in the Service Agreement.

8. Payment

8.1 Payment for Services will be made according to the payment terms specified in the Service Agreement..

8.2 Acumin will provide invoices to each Client in accordance to the terms in the Service Agreement. Liability for payment arises from provision of the Services. Further, all items on the invoice are deemed to be payable and any errors or omissions must be communicated to Acumin in time to be rectified before payment becomes due. Payment for the provision of the Services shall be made as aforesaid whether or not the Client shall have provided Acumin with an order number at the time of signing the Service Agreement.

9. Liability

9.1 The Client shall satisfy itself as to the suitability of any Applicant and shall take up any reference provided by the Applicant before engaging any such Applicant.

9.2 The Client shall be responsible for obtaining work, or any other permits, for the arrangements of medical examinations and/or investigations into medical history of any Applicant, and shall satisfy itself of any medical or other requirements or qualifications required by law.

9.3 Acumin does not accept liability of any description, including liability for negligence (except for personal injury or death), or any damages or losses (including, but without limitation to indirect or consequential loss, or loss of business, revenue, profits, use or opportunity) howsoever resulting from the Client's use of (or inability to use) this Site.

9.4 Acumin makes no warranty that this Site (or any website that is, or may become linked to this website) is free from computer viruses, "cookies", or any other malicious or impairing computer programmes and/or that the Site shall operate uninterrupted and error-free.

9.5 Acumin does not accept liability, of any description, however arising, for any loss or damage caused to any Client, or any other third party, arising from any virus or other impairing computer program contained in any CV submitted by any Applicant.

9.6 Acumin does not accept liability for:

9.6.1 any loss of copy, artwork, photographs, data or other materials that the Client supplies to Acumin and the Client shall be responsible for retaining in its possession sufficient quality and quantity of such materials for whatsoever purposes it may require;

9.6.2 any mistakes or errors whatsoever that arise during the course of publication of any Advertisement or any loss of information or data or any damage thereto in each case as a result of circumstances beyond its reasonable control or which arise as a result of the acts or omissions of the Client.

10. Indemnity

10.1 The Client agrees to indemnify Acumin and to keep Acumin indemnified in respect of, but not limited to, all damages, costs or liabilities that Acumin may incur arising from an Advertisement or use of any Service, and in particular resulting from the following:

10.1.1. the publication of any defamatory statement;

10.1.2 breach of copyright;

10.1.3 any claims made by any person in respect of race, religion, age, sex or disability discrimination;

10.1.4 any breach by the Client of any warranty given hereunder.

11. Disclaimer

11.1. Except as otherwise provided by statute, Acumin disclaims all warranties, express or implied by law of statute, in relation to, but not limited to, the Site

12. Governing Law and Jurisdiction

12.1 These Terms shall be governed by, and construed in accordance with, the laws of England and Wales and each party irrevocably submits to the exclusive jurisdiction of its courts.

13. Miscellaneous

13.1 The signing of a Service Agreement for provision of Services amounts to an acceptance of these Terms to the exclusion of any other terms and conditions. No variation shall be binding unless agreed in writing.

13.2 If any provision of these Terms is held to be void or unenforceable in whole or in part, these Terms shall continue to be valid as to the other provisions and the remainder of the affected provision. No waiver by Acumin shall be effective except in relation to the matter in respect it was specifically given.

13.3 Nothing in these Terms is intended to confer on any person any right to enforce any provision of these Terms, which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999. Insofar as the Client is a consumer (as that term is defined in the Consumer Protection (Distance Selling) Regulations 2000, the Client agrees that the provision of Services under these Terms may, by agreement between the Client and Acumin, take place before the end of any applicable cancellation period, in which case the right to cancel such provision of Services shall not apply.

28. Contracting Party

28.1 Acumin Consulting Limited, Registered office: Suite 22 Beaufort Court, Admirals Way, E14 9XL.

THIS SCHEDULE REPLACES ALL PREVIOUS SCHEDULES TO THESE TERMS AND CONDITIONS.