ENERGY & UTILITIES JOBS TERMS AND CONDITIONS
1.1 In these terms and conditions, the following definitions shall apply:
Business Daya day other than a Saturday, Sunday or public holiday in England when banks in London are open for business
Clientthe company who purchases Services from Energy & Utility Skills
Intellectual Property Rightspatents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights which subsist or will subsist now or in the future in any part of the world.
Pricethe price payable by the Client for the supply of the Services in accordance with clause 4
Servicesthe services to be provided by Energy & Utility Skills, to the Client set out in clause 3
Energy & Utility SkillsEnergy & Utility Skills Limited, a company registered in England and Wales with company number 3812163, whose registered office is at Friars Gate, 1011 Stratford Road, Shirley, Solihull, West Midlands B90 4BN
1.2 Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.1 The Services offered by Energy & Utility Skills will be conducted, without exception, in accordance with these terms and conditions.
3.1 The Services provided under these terms and conditions are:
3.1.1 Post job vacancies on Energy & Utilities Jobs website based on the number of job postings purchased and used within six months of the date of purchase. Job postings purchased unused within six months of the date of purchase will expire and no refund will be given.
3.1.2 Search the talent pool for possible new recruits.
3.1.3 Download candidates’ CVs; the number of CVs available to download is limited based on the number of job postings purchased.
3.1.4 Ability to refer individuals to the talent pool.
3.2 Energy & Utility Skills shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Energy & Utility Skills shall notify the Client in any such event.
4.1 The Prices charged are listed under My Account, Purchase Products section of the Energy & Utilities Jobs website. These prices are exclusive of Value Added Tax (VAT).
4.2 All prices are subject to Value Added Tax at the prevailing rate ruling from time to time.
4.3 Energy & Utility Skills reserves the right to review and change prices when the scope and/or the cost of providing the Services changes.Energy & Utility Skills will give the Client one month’s notice of any changes to the prices.
5. Invoicing and payment
5.1 Invoices will be raised when job postings are purchased.
5.2 Job postings are paid for online at the point of purchase.
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Energy & Utility Skills.
7. Data protection
7.1 Each party is an independent Controller in respect of Personal Data shared under these terms and conditions.
7.2 Each party shall, at its own expense, ensure that it complies with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including the Data Protection Legislation.
7.3 The parties acknowledge that as at the date of this Agreement, neither Party acts as a Processor on behalf of the other. If at any point during the Term, either Party considers that one Party is acting as Processor on behalf of the other, then the Parties will negotiate in good faith a separate data processing agreement to cover the matters required by Data Protection Legislation.
8.1 Energy & Utility Skills will hold and maintain insurance against:
8.1.1 public liability (third party) risks with a minimum limit of indemnity of £5,000,000 for the duration of the agreement;
8.1.2 employer’s liability risks with a minimum limit of indemnity of £5,000,000 for the duration of the agreement;
8.1.3 professional negligence (professional indemnity insurance) with a minimum limit of indemnity of £2,000,000 for the duration of the agreement and for a period of 6 years following the termination of the agreement.
8.1.4 In the event that either party becomes aware of a claim or a potential claim being made in respect of the Services it shall notify the other party as soon as possible of any such claim. Except insofar as to do so would prejudice Energy & Utility Skills’ defence to any such claim (in which case it shall notify the Client accordingly and shall agree a mutually acceptable course of action), Energy & Utility Skills shall provide such assistance as the Client may reasonably require for the purposes of responding directly to the claimant, referring the claim to the appropriate insurers and/or enabling the Client to take over, negotiate and defend or settle the claim. The reasonable costs of all such assistance and the cost of any claim, settlement or defence shall be borne by the Client except to the extent that Energy & Utility Skills shall be responsible for the claim under the provisions of this Clause 8.
9. Limitation of Liability
9.1 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.2 Nothing in these terms and conditions limits or excludes the liability of Energy & Utility Skills for death or personal injury resulting from negligence, or for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Energy & Utility Skills, or for any other liability which cannot be limited or excluded by applicable law.
9.3 Subject to clause 9.2, Energy & Utility Skills shall not be liable, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Services, for any loss of profits, or loss of business, or depletion of goodwill and/or similar losses, or loss of anticipated savings, or loss of goods, or loss of contract, or loss of use, or loss of corruption of data or information, or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses arising during the provision of the Services.
9.4 Subject to clause 9.2 and clause 9.3, in no event shall the aggregate liability for damages against Energy & Utility Skills, its employees or agents, arising from these terms whether in contract, tort, breach of statutory duty, or otherwise, arising under or in connection with the Services, exceed the Price paid by the Client under these terms and conditions.
10.1 Without limiting its other rights or remedies, either party may terminate the provision of Services with immediate effect by giving written notice to the other party if:
10.1.1 the other party fails to pay any amount due under these terms and conditions on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
10.1.2 the other party commits a material breach of any term of these terms and conditions and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
10.1.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
10.1.4 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
10.2 On termination of the provision of Services for any reason:
10.2.1 the Client shall immediately pay to Energy & Utility Skills all of Energy & Utility Skills’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Energy & Utility Skills shall submit an invoice, which shall be payable by the Client immediately on receipt;
10.2.2 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
10.2.3 clauses which expressly or by implication survive termination shall continue in full force and effect.
11. Force Majeure
11.1 Energy & Utility Skills shall not be in breach of its obligations in respect of the Services if there is any total or partial failure of performance by it of its duties and obligations occasioned by any act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance from obtaining any raw materials or energy, sickness or any other cause beyond its reasonable control.
11.2 If Energy & Utility Skills is unable to perform its duties and obligations under the Contract as a result of the effect of one or more of such causes then Energy & Utility Skills shall give written notice to the Client of such inability stating the cause in question.
11.3 Forthwith upon the cause ceasing to have effect Energy & Utility Skills shall give written notice thereof to the Client.
12. Assignment and other dealings
12.1 Energy & Utility Skills may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under these terms and conditions and may subcontract or delegate in any manner any or all of its obligations under these terms and conditions to any third party or agent.
12.2 The Client shall not, without the prior written consent of Energy & Utility Skills, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these terms and conditions.
13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2.
13.2 Each party may disclose the other party's confidential information:
13.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under these terms and conditions. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.2; and
13.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under these terms and conditions.
14. Entire agreement
14.1 These terms and conditions constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and conditions.
No variation of these terms and conditions shall be effective unless it is in writing and signed by the parties.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.
17.1 Any notice given to a party under or in connection with these terms and conditions shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax.
17.2 A notice shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 21.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
17.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18. Third parties
No one other than a party to the Services shall have any right to enforce any of its terms.
19. Governing law and jurisdiction
19.1 These terms and conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
19.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, these terms and conditions or its subject matter or formation (including non-contractual disputes or claims).