nijobfinder Activity Bar

advertise a job
Jonny Cook

Jonny Cook Director

Online Licence Agreement

(2) INDEPENDENT NEWS & MEDIA LTD is a company registered in the United Kingdom, Company No. 1908967 whose registered office is at 2 Derry Street, Kensington, London (herein referred to as “IN&M”)

INTRODUCTION

(A) IN&M owns and operates a jobs portal (nijobfinder) and backend management system (iRecruit) (hereinafter referred to as the “Site”) containing certain proprietary text, photographic and graphic content and has the right to license and promote the Site.

(B) The Customer is in the Recruitment business or has a HR requirement within its business and wishes to deliver information or subsets thereof pertaining to jobs and jobseekers via electronic delivery mechanisms for inclusion in the Site.

(C) IN&M agrees to display the information in the best possible way and provide access to the service via its backend access control software (iRecruit) to the Customer for use in providing services to customers in accordance with the terms of this Agreement herein and to each party’s mutual benefit.

IT IS AGREED:

1. Licence of Site

1.1 In consideration of payment of the Fees to IN&M, IN&M hereby grants to the Customer a non-exclusive licence to:

(a) post relevant and related information to the Site;

(b) use iRecruit to upload and manage the information being posted to the site as set out in Schedule A;

(c) keep IN&M informed of any amendments or improvements that may serve all parties to provide a better service to our mutual benefit.

1.2 The Customer may not grant any sub-licences of the Site or allow or permit the use of this site directly or indirectly by any third party without the prior written consent of IN&M.

1.3 The rights granted to the Customer to reformat, edit and amend their content on the Site are limited to a right to undertake only such reformatting, editing and amending as may be necessary or appropriate to configure their information without destroying the integrity or meaning of the Site. The Customer may not reformat, edit, amend or other wise post content that in any manner affects the literary copyright of IN&M.

1.4 IN&M reserves the right, at its absolute discretion, to remove any material or postings that are abusive, illegal, disruptive, duplicative or that may create liability for IN&M or damage its reputation.

2. IN&M’s Rights and Obligations

2.1 IN&M shall:

2.1(a) provide the customer with a unique username and password so as to ensure the smooth operation and transfer of information between the parties;

2.1(b) use it’s best endeavours to ensure the Site is promoted and marketed in the best possible light. The Customer hereby grants IN&M a non-exclusive, royalty-free license to use its and/or its licensors logos, business names, marks and/or trade marks for this purpose.

2.1(c) use all reasonable endeavors to ensure that the Site is fully functional and free from technical errors at all times and to ensure that the Site is accurate, complete and error free;

2.1(d) IN&M may at any time remove, edit or refuse to publish, any content it deems to be; inappropriate; not in keeping with the spirit of this agreement; not furthering the best interests of both parties; contravenes the Data Protection Act or any other legislative or regulatory laws in force.

2.1(e) promptly correct any errors or inaccuracies in the Site after it becomes aware of them (and provide such corrections to the Customer if necessitated).

2.2 IN&M shall give the Customer one month prior written notice of any change to the specification which would require the Customer to make substantial modifications to its equipment and software to post to the Site. If the Customer is unable, for bona fide reasons, to modify its equipment and software and use or resume using the Site, the Customer shall be entitled to terminate this Agreement on 30 days written notice to IN&M.

3. The Customer’s Rights and Obligations

3.1 The Customer shall:

a) provide free and unencumbered access to a feed of the appropriate content covered by this agreement;

b) supervise and control the use of the Site by the Customer’s employees and Authorised Third Parties in accordance with the terms of this Agreement and the Terms and Conditions of the Site as set out therein;

c) use reasonable endeavors to ensure that the information, as included in the Customer feeds does not contain any errors or inaccuracies and is delivered in a timely manner.

d) Ensure that access to iRecruit is limited to its authorized personnel and accepts that it is fully responsible for all and any access by any persons whatsoever.

e) In any press disclosure, or publication of the service by the Customer display an attribution to IN&M and/or its licensors. IN&M hereby grants the Customer a non-exclusive, royalty-free license to use its and its licensors trade marks for this purpose.

4. Fees & Term

4.1 As set out in Schedule A.

4.2 All fees are non refundable should the customer wish to cancel the Service or in the event that clause 2.1(d) is effected. Fees quoted are valid for one month only and only valid for the duration for the contract.

4.3 In the event that any of the fees due to IN&M are outstanding for a period in excess of 30 (thirty) days, IN&M reserves the right to suspend the service under this agreement until such amount is discharged in full.

5. Intellectual Property Rights

5.1 IN&M will retain all right, title and interest in and to the Site worldwide (including, but not limited to, ownership of all copyright and other intellectual property rights). The Customer recognises IN&M’s and/or its licensors’ title to and Intellectual Property Rights in the Site and shall not claim any right, title or interest in the Site or any part of it save as it granted by this Agreement.

5.2 All copyright or other intellectual property rights in the Customer’s content, sent to the Site shall remain the property of the Customer.

5.3 IN&M shall be entitled to use the Customer’s trademark’s or logos in the furthering of this agreement to the mutual benefit of both parties.

5.4 The Customer shall not during or after the expiry or termination of this Agreement, without the prior written consent of IN&M use or adopt any trade mark, service mark, trade name, trading style or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any trade mark, trade name, trading style or commercial designation used or owned by IN&M. For the avoidance of doubt, all goodwill arising from or in connection with any trademarks, service marks, trade name or commercial designations of IN&M that form part of the Content shall accrue to IN&M.

6. Termination

6.1 Either party may terminate this Agreement immediately by giving written notice to the other in any of the following events:

(a) if the other party commits any breach of any of the terms and conditions of this Agreement and fails to remedy that breach (if capable of remedy) within 30 days after receiving notice from the other party giving full particulars of breach and requiring it to be remedied; or

(b) if the other party enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior approval of the other party), or compounds with or makes any arrangements with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or if it suffers any analogous process under any foreign law.

6.2 In the event of any termination or expiry of this Agreement:

(a) IN&M shall remove from the Site all content pertaining to the Customer as soon as reasonably practicable and in any event within 30 days of such termination;

(b) All licences granted under this Agreement shall cease.

7. Confidentiality/Data Protection

7.1 Each party shall both during this Agreement and thereafter keep all Confidential Information of the other party strictly confidential;

7.2 Each party shall, both during this agreement and thereafter, ensure that full and proper measures are taken to observe their respective obligations, duties and responsibilities under Data Protection legislation as may be amended or changed from time to time.

8. Warranty and Indemnity

8.1 The Customer warrants that:

(a) it is entitled to enter into this Agreement which is a valid Agreement binding on it and enforceable in accordance with its terms, and that the entry into this Agreement by it will not constitute a breach of any agreement or arrangement to which it is already a party;

(b) it will use all reasonable skill and care in performing its obligations under this Agreement;

(c) all information supplied for publication on the web site is true and accurate and all relevant and necessary consents from third parties for the publication of any personal information and material, including photographic or similar such material.

8.2 IN&M warrants that:

(a) it is entitled to enter into this Agreement which is a valid Agreement binding on it and enforceable in accordance with its terms, and that the entry into this Agreement by it will not constitute a breach of any agreement or arrangement to which it is already a party;

(b) it will use all reasonable skill and care in performing its obligations under this Agreement;

9. Limitation of Liability/Indemnity

9.1 IN&M shall endeavour to ensure that the Site is available to users at all times but shall have no liability of any sort, in the event of any inaccessibility to the Site.

9.2 Neither party seeks to limit its liability for death or personal injury resulting from its own negligence.

9.3 The customer hereby indemnifies IN&M and its agents, servants, affiliates, associates and employees free from any loss, damage or liability including but not limited to any costs incurred by IN&M which may arise from the publication or placement of any information on the web site.

9.4 Except as set out in Clauses 9.1, 9.2 and 9.3 (to which this Clause shall not apply) the total liability of either party in respect of any breach of its obligations under this Agreement or any representation, statement, negligent act or omission arising under or in connection with this Agreement will be limited in total to the greater of £70,000 or the Fees paid by the Customer to IN&M in the previous 12 months.

10. Notices

Any notice given under this Agreement shall be in writing and may be delivered to the other party or sent by pre-paid post to the address of that party specified in this Agreement or such other address as may be notified under this Agreement by that party from time to time for this purpose and any such notice should be marked for the attention of the respective Relationship Manager (with a copy sent to the Finance Director, Independent News and Media (NI), 124 Royal Avenue, Belfast BT1 1EB).

11. Force Majeure

A party will not be liable for any failure/delay in performing its obligations under this Agreement to the extent that this failure is the result of any cause or circumstance beyond the reasonable control of that party and that failure could not have been prevented or overcome by that party acting reasonably and prudently. If by reason of force majeure a party is unable to perform all or any part of its obligations under this Agreement for a continuous period of 4 weeks, the other party may terminate this Agreement immediately by written notice.

12. Assignments

Neither party may assign, sub-contract or delegate any or all of its rights or obligations under this Agreement without the consent of the other party, which consent shall not be unreasonably withheld, except that either party may transfer its rights and obligations to any single Affiliate or to a successor in interest of substantially all of its business.

13. General

13.1 This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts or arrangements between the parties relating to its subject matter. Any variation to this Agreement must be agreed in writing by the parties.

13.2 Nothing in this Agreement will be deemed to create a partnership or joint venture between the parties.

13.3 No failure or delay by any party in exercising its rights under this Agreement will operate as a waiver of that right nor will any single or partial exercise by either party preclude any further exercise of any other right.

13.4 If any provision of this Agreement is found to be illegal, void or unenforceable by any court having competent jurisdiction, such invalidity of that provision shall not affect the validity of the remaining provisions of this Agreement.

14. Law and Jurisdiction

14.1 Each party agrees to respond promptly to any issues referred to it by the other party relating to this Agreement and shall seek to resolve any disputes arising through its Account Manager as quickly and effectively as possible.

14.2 If the parties cannot satisfactorily resolve any dispute within 14 days of referral to the Account Managers then that dispute shall be escalated to the Finance Director, (or equivalent) of both parties. If the parties cannot satisfactorily resolve any dispute within 14 days of referral to the Finance Directors then either party may seek its legal remedies.

14.3 This clause shall not restrict either party from seeking immediate legal or equitable relief for any infringement of its intellectual property rights.

14.4 This Agreement shall be governed by and construed in accordance with Northern Ireland law and the parties submit to the exclusive jurisdiction of the Northern Ireland courts.

Part of the Independent News and Media group