Client means [NAME] Limited ([ADDRESS]) signing this Agreement.
Commencement Date means the date of this Agreement.
Company means Oxiway Ltd.
Confidential Information means all information relating to this Agreement, any quotations given to the Client by the Company, any Price, trade secrets, operations, processes, plans, intentions, product information, prices, know-how, designs, customer lists, market opportunities, transactions, affairs and/or business of the parties and/or to their customers, suppliers, Clients or group companies in or on any medium or format;
Content means any information, text, graphics, or other materials uploaded, downloaded or appearing on the Job Description, or Site.
Permitted Purpose means professional, informational, non-commercial purposes and not in any event for the provision of any Services to any third parties.
Price means the price for the Services as agreed in writing between the Client and the Company.
Rate means LIBOR rate as of 5pm each day.
Services means the Job Description and scoring algorithm.
Site (or “Website”) means www.mevitae.com
User means any applicant or other person using the Site or Services who is not the Client.
Use of Site and Services
The Client and User may download, view, copy and print Content subject to the following:
a) the Services, Site and Content may be used solely for the Permitted Purpose;
b) the Services, Site and Content may not be sold, transferred, sublicensed, commercially exploited or otherwise made available to, or used for the benefit of, any third party other than the Client;
c) the Client and User agrees it will not (and will not allow any third party to) copy, adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with the Services and/or any Content; and
d) the Client and User agrees it will not modify or alter the Service in any way. Except where the use constitutes “fair dealing” under copyright law, and in compliance with other applicable laws, the Client and User may not otherwise use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any information from the Site or Services in whole or in part without the express authorisation of the Company. The Site and Services are not accessible to anyone under the age of 18 or by Users that have been removed from the Services and/or Site by the Company.
Security and Privacy
We have the right, but not the obligation, to monitor any activity and Content associated with the Website. We may investigate any reported violation of these Terms or complaints and take any action that we deem appropriate (which may include, but is not limited to, issuing warnings, suspending, terminating or attaching conditions to your access and/or removing any materials on the Website).
These Terms are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our Site.
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Either party has the right to terminate this Agreement immediately if the other has committed a material breach of this agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so.
Either party has the right to terminate this Agreement immediately if the other
a) becomes Insolvent or is the subject of a bankruptcy order.
b) it fails to make payment of the Price;
c) any distress or execution is levied upon any of the that party’s goods;
d) it offers to make any arrangement with its creditors;
e) any bankruptcy petition is presented against it;
f) it is unable to pay its debts as they fall due;
g) being a limited Company, any resolution or petition to wind up that Company (other than for the purposes of amalgamation or reconstruction without insolvency) is passed or presented;
h) a receiver, administrator, administrative receiver or manager is appointed over the whole or any part of its business or assets; or
i) it suffers any analogous proceedings to those described in paragraphs (f) and (g) under foreign law.
In the event of the Client’s and User’s Insolvency, then all sums outstanding shall become payable immediately. In addition, the Company may, in its absolute discretion, and without prejudice to any other rights it may have:
a) suspend all future supply of Services to the Client and User,and bring a legal action for the payment of arrears
b) terminate all Services without liability on its part; and
c) charge interest of the Rate plus 1% per annum (calculated daily) on all sums outstanding.
Pricing and Payment
The Price of Services shall be as quoted by the Company to the Client in accordance with this Agreement. Subject to ‘Quotations’ clause below, the Company shall be bound by the prices quoted to the Client.
Any quotation provided by the Company to the Client shall only be valid if it is in writing, and expressly states on the body of it that it is a “Quotation”. All other estimation of cost shall be treated as merely an estimate and shall not bind the Company.
Any quotation that fulfils the requirements immediately above will remain valid for 30 days from the date of the quotation, unless otherwise specified or if withdrawn by the Company prior to the expiration of the 30 days period, and is subject to confirmation at the time of receipt.
The Price for the Services will be invoiced in the manner described in the Company’s Quotation to the Client.
Payment is due within 28 days following the date of an invoice. Time for payment shall be of the essence. The Company may charge interest of the Rate plus 1% per annum (calculated daily) on all amounts owing or unpaid as required by this Agreement. Unless an invoice contains a manifest error, all invoices are deemed accepted by the Client 5 days after delivery to the Client.
The Client may not withhold payment of any invoice or other amount due to the Company by reason of any right of set off or counterclaim which the Client may have, or allege to have, or for any reason whatever.
Any information transmitted through the Site is the sole responsibility of the originator from which the Content originated (for example, referees or data suppliers) and the Company will not be liable for omissions in Content or errors, nor can the Company guarantee the authenticity of the data which Clients and Users provide about themselves or relationships they may describe.
In order to provide Services, the Company may need to communicate with the Client and User via email. By using the Site and Services, the Client and User agrees to receive emails necessary for the normal functioning of the Services. The Company cannot guarantee the accuracy, quality or integrity of information exchanged. The Company has the right to monitor all Content and information exchanged through the Services; however we do not carry any obligation to do so. The Company will not be liable for any Content, errors, omissions, loss or damage incurred as a result of usage of the Site and/or Services. Under no circumstances will the Company be liable for denial of access to any Content on the Site.
Nature of Services
The Services are not intended to be used as the sole basis for any business decision, and are based upon data which is provided by third parties, the accuracy and/or completeness of which it would not be possible and/or economically viable for the Company to guarantee. Accordingly, the Client and User agrees that the Company has no liability for any inaccuracy, incompleteness or other error in the Services and/or the Content which arises as a result of data provided to the Company by the Client, User or any third party, or any failure of the Services to achieve any particular result for the Client and User.
The Site and Services are provided on an 'as is' and 'as available' basis. To the maximum extent permitted by applicable law, the Company expressly disclaims all warranties of any kind whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. The Company will use reasonable endeavours to make the Site and/or Services available for 99% of the time.
Any Content or Services downloaded or otherwise obtained from the Company is obtained at the Client’s and User’s own discretion and risk. The Company shall have no responsibility for any damage done to the Client’s and User’s computer systems or loss of data that results from downloading or otherwise obtaining any Content or Services from the Site and the Company.
The Client agreement shall apply from the Commencement Date and (except for the Continuing Clauses) continue until this Agreement is terminated on the second anniversary of the Commencement Date, or the day on which this Agreement is terminated in accordance with this, whichever is sooner.
Either party has the right to terminate this Agreement immediately if the other:
a) has committed a material breach of this agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so; or
b) becomes Insolvent or is the subject of a bankruptcy order.
We try to ensure continuous availability of the Site and all the Services available on it but accept no responsibility for the consequences of interruptions or delays, however caused. We may, additionally, alter the design and specification of the Site at any time.
When you create an account with us, you must provide us information that is accurate, complete, and current at all times, and not in any respect inaccurate misleading, deceptive or likely to mislead or deceive. You must notify us immediately of any changes to the information provided on registration or to your personal information by emailing [email protected] Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third party Service. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your account. If we have reason to believe that there is likely to be a breach of security or misuse of the Website, we may require you to change your password or we may suspend your account.
We may suspend or cancel your registration immediately if you breach any of your obligations under the Terms or otherwise at our reasonable discretion. We also reserve the right to terminate an agreement formed with you and suspend or terminate your access to the Website immediately and without notice to you if:
a) you breach these Conditions (repeatedly or otherwise)
b) you are impersonating any other person or entity
c) when requested by us to do so, you fail to provide us within a reasonable time with sufficient information to enable us to determine the accuracy and validity of any information supplied by you, or your identity
d) we suspect you have engaged, or are about to engage, or have in anyway been involved, in fraudulent or illegal activity on the Website
For Users, companies can contact you during normal business hours by phone or email or other appropriate means regarding your account.
Warranties and Limitation on Liability
To the maximum extent permitted by applicable law, the Company and its officers, employees and agents will not be liable for any direct, indirect, incidental, special, consequential or punitive damages including, without limitation, loss of profits, data, use, good will or other intangible losses resulting from;
a) the Client’s and User’s access to and use of (or inability to access and use) the Site, Content, and Services; and
b) unauthorised access, use or alteration of the Site, Content, and Services, whether based on warranty, contract, tort (including negligence) or any other legal theory.
In no event shall the Company’s total liability to the Client and User for any damages exceed the amount paid by the Client and User for the Services. This limitation will apply even if clause above fails of its essential purpose.
We do not accept any liability for damage to your computer system or loss of data that results from your use of the Website and we cannot guarantee that any files that you download are free from viruses, contamination or destructive features.
Whilst we use reasonable endeavours to correct any errors or omissions as soon as practicable once they have been brought to our attention, we do not warrant that the information on the Website itself will be free from errors or omissions.
Whilst we use all reasonable efforts to ensure a reasonable standard of integrity and reliability of the Website, we do not warrant that the Website will be available uninterrupted and in a fully operating condition.
Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons reasonably beyond our control. The Website is provided on an “as is” and “as available” basis without any representation or endorsement and we make no warranties of any kind, whether express or implied, in relation to the Website, including but not limited to, implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security, accuracy, conditions of completeness, or any implied warranty arising from course of dealing or usage or trade.
We will co-operate with any law enforcement authorities or court order requesting or directing us to disclose information about you or your use of the Website. There may be other circumstances in which we may in our reasonable discretion disclose information about you or your use of the Website following a request to do so by legal counsel in good faith in relation to a dispute with you or a third party.
Being a User of the Company, the Client and User recognises the Company’s past and ongoing development of state of the art proprietary technology. The Client and User agrees that during the usage of the Services and Site, during the term of this Agreement and for 18 months after termination, the Client and User will not develop or market any product that copies or duplicates functionality of the Services.
Intellectual Property Rights
You acknowledge and agree that all title, right and interest (including without limitation all copyright, trademarks and all other intellectual property rights) in all material or Content supplied as part of the Website shall remain at all times vested in us or our licensors. You may establish links to the Website from locations outside the Website provided:
a) you do not remove or obscure, advertisements, the copyright notice or other notices on the Website;
b) you give us notice of such link by sending an e-mail message to us at [email protected];
c) you do not link from a Site or Service that could be construed as distasteful or offensive or a Site which infringes any third party intellectual property rights; and
d) you immediately stop providing links to the Website if notified by us to do so.
You agree not to (and agree not to assist or facilitate any third party to) copy, save, modify, reproduce, transmit, publish, display, distribute or use for any purposes, whether commercial or non-commercial, the Website or any software and information contained within it without our permission, except to the extent necessarily required in order for you to display, use and navigate the Website. You agree not to decompile, reverse engineer, disassemble, rent, lease, loan, sublicense, commercially exploit or create derivative works from the Website.
You may not create a database in electronic or structured manual form by systematically and/or regularly downloading, caching, printing and storing any or all of the Content on the Website (by spidering or otherwise) and you may not frame, harvest or scrape any of the Content on the Website or otherwise access such Content for similar purposes.
By submitting information, text, photos, or other Content to us via the Website (excluding CV), you grant us a right to use such materials at our own discretion including, without limitation, to edit, copy, reproduce, disclose, post and remove such materials from the Website.
The Company, the Client and each User shall, in respect of the Confidential Information for which it is the recipient:
a) keep the Confidential Information strictly confidential and not disclose any part of such Confidential Information to any person except as permitted by or as required for the performance of the recipient’s obligations under this Agreement;
b) take all reasonable steps to prevent unauthorised access to the Confidential Information;
c) delete all personal information after 6 months of holding the data;
d) disclose Confidential Information to, and allow its use in accordance with this Agreement by, the following provided that it shall procure that any party to whom it discloses Confidential Information shall observe the restrictions in this Clause;
a. agents and sub-contractors of the Company involved in performing the Company’s obligations under this Agreement, and Company group companies;
b. the Information Commissioner’s Office pursuant to any requirement to do so (whether legally binding or otherwise), and any person as permitted by the Data Protection Act 1998 or any other statutory provision.
The restrictions of this Clause do not apply to any information to the extent that it:
a) is or comes within the public domain other than through a breach of the ‘Confidentiality’ Clause;
b) is in the recipient’s possession (with full right to disclose) before receipt from the other party;
c) is lawfully received from a third party (with full right to disclose);
d) is independently developed by the recipient without access to or use of the Confidential Information; or
e) is required to be disclosed by law or by a court of competent jurisdiction or by any regulatory body or in accordance with the rules of any recognised stock exchange.
You agree to be fully responsible for (and fully indemnify us against) all claims, liability, damages, losses, costs and expenses, including legal fees, suffered by us and arising out of any breach of the Terms by you or any other liabilities arising out of your use of the Website, or the use by any other person accessing the Website using your internet account.
Waiver and Severability
The failure of the Company to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
If any part of the Terms shall be deemed unlawful, void or for any reason unenforceable, then that part shall be deemed to be severable from these Terms and shall not effect the validity and enforceability of any of the remaining parts of the Terms.
The parties agree that no statements or representations made by either party have been relied upon by the other in agreeing to enter the contract.
Third Party Rights
Our Service may contain links to third party web Sites or Services that are not owned or controlled by our Company.
Our Company has no control over, and assumes no responsibility for, the Content, privacy policies, or practices of any third party web Sites or Services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or Services available on or through any such web Sites or Services.
Please review carefully the third party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third party products should be directed to the third party.
Your use of the Website
You agree that you will not:
a) Use the Website (or any part of the Website) for any illegal purpose or in any way that may lead to the encouragement, procurement or carrying out of any criminal activity;
b) Upload, transmit or otherwise disseminate through the Website:
a. any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer;
b. any material which is defamatory, offensive, or of an obscene, vulgar, indecent or menacing character, or that may cause annoyance, inconvenience or needless anxiety, or have the effect of being harassing, threatening, abusive or hateful or that may otherwise degrade or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; or
c. any material which is copyrighted (unless you are the copyright owner or have permission of the copyright owner to post it), or reveals trade secrets (unless you own them or have permission of the owner) or infringes on any other intellectual property rights of others or on the privacy or publicity rights of others;
c) Use the Website in a way that may cause it to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website is in any way impaired, including, without limitation, “overloading”, “flooding”, “spamming”, “mailbombing” or “crashing”;
d) send unsolicited e-mail, including promotions or advertising of products or Services; or access or attempt to access any part of the Website that you are not authorized to access and you will not penetrate or attempt to penetrate Website security measures.
You agree that, in the event that you have any right, claim or action against any User of the Website arising out of that User's use of the Website, you will pursue such right, claim or action independently of, and without recourse to, us.
We shall have no liability for any delay in or failure to perform any or all of our obligations under the Terms if the delay or failure arises from or is attributable to acts, events, omissions or accidents beyond our reasonable control including, without limitation, industrial disputes (where caused by events or circumstances which are themselves beyond our reasonable control), nuclear accident, war or terrorist activity, acts of God, civil commotion, compliance with any law, governmental order, rule, regulation, or direction, failure of technical facilities, accident, fire, flood, storm or default of suppliers or sub-contractors.
Nothing in this Contract shall create or be deemed to create a partnership, joint venture or principal-agent relationship between the parties and neither party shall have authority to bind the other in any way unless expressly provided otherwise in this Contract.
Compliance with the Law
The parties shall at all times in respect of the subject matter of this agreement comply with all applicable laws, regulations and rules having equivalent effect, including all relevant state, local, and federal regulations.
The Client and User acknowledges that the supply of the Services by the Company and use thereof is governed by statutes and regulatory requirements and that these regulations and statutes may be altered from time to time. The Client and User agrees that the Company may cease to provide the Client and User Services if necessary to comply with the lawful or regulatory requirements, and that such a cessation will not be deemed to be a breach of this Agreement.
Warranties and Consumer Protection
The Client and User warrants that it has taken all possible steps to comply with state, local and federal regulations concerning the Services, including (but not limited to) full compliance with the requirements of the FCRA.
The Client specifically warrants that it will validly request and obtain the consent of the Applicants and provide to the applicant all necessary disclosures and notices required by law. The Client warrants it is a Company. Any mistake or misrepresentation as to any warranty issued by the Client in respect of this agreement may render it void. Any damages that result from such misrepresentations or mistakes, to the Company or any other party, shall be borne by the Client.
The Content, layout, availability and format of the Website shall be subject to variation at our sole discretion.
We reserve the right to vary the Chargeable Services and do not guarantee that a Chargeable Service will remain chargeable or that a free-of-charge Service will remain free-of-charge.
By submitting any Content to us, you grant us and our affiliates the royalty free, perpetual, irrevocable, sub-licensable, non-exclusive, right to use, reproduce, modify, publish, translate, transmit, communicate, display or create any derivative works from such Content. You should note that we reserve the right to make inactive or delete at any time and without prior notice any Content. Any acceptance by us of any Content shall not be deemed to constitute an acceptance by us that such Content is provided in accordance with the Terms nor shall it constitute a waiver of our rights. In the event that we make inactive or delete any of your Content we shall use reasonable endeavours, but are not obliged, to contact you in advance.
We reserve the right, at our sole discretion, to pursue all of our legal remedies, including but not limited to deletion of any Content from the Website and immediate termination of your registration with or without ability to access the Website and/or any Service provided to you by us, upon any breach by you of the Terms or if we are unable to verify or authenticate any Content submitted to the Website.
We shall not be held responsible for any addition to, changes in, deletions from, delay in publication or withdrawal of any Content required by any competent authority having jurisdiction over or responsibility for the regulation of electronic and online advertising on the internet (including without limitation the Advertising Standards Authority or any replacement body).
Governing Law and Jurisdiction
The Terms shall be governed by and interpreted in accordance with the laws of United Kingdom. Disputes arising in connection with the Terms must be brought in England.
Terms and Condition Changes
Acceptance of Terms