The proprietor of the SAFEREF website accessible at www.SAFEREF.co.uk (the "Site") is SafeREF Ltd. SafeREF Ltd offers a subscription to its Service via the Site on the terms set out below. If SafeREF Ltd accepts the Recruiter's Order to subscribe to the Service the Recruiter will be legally bound by the terms of this agreement.
1. Definitions
1.1. In these terms, the following words have the following meanings:
"Acceptance" - written acceptance of an Order by SafeREF (which may be by e-mail) in which the Recruiter is provided with a Login; "Access Fee" - the relevant administrative fee chargeable to the Recruiter for access to the Account Area; "Account" - an account facility accessible to the Recruiter in their Account Area; "Account Area" - an account area of the Site not visible to the public and unique to the Recruiter in which the Recruiter may populate with information relating to its active job candidates; "Candidate" - an active job seeker who has given the Recruiter permission to seek reference in order to support a job application; "Intellectual Property Rights (IPR)" - all patents, trademarks, copyright, design right, database rights and other intellectual property rights whether registered or unregistered and subsisting anywhere in the World; "Login" - a username and password created by SafeREF allowing the Recruiter or employer to secure access to their Accounting Area; "Order" - the Recruiter's order to subscribe to the Service submitted by the Recruiter to SafeREF via the Site; "Payment Terms" - The length of time given to a recruiter to settle their account after an invoice has been raised by SafeREF. SafeREF has 30-day payment terms; "Personal Data" - as defined in the Data Protection Act 1998; "Recruiter" - the individual or commercial body placing an Order to subscribe to the Service, which may be a recruitment agency, a head-hunter, an employer, or other recruitment-based service supplier; "SafeREF" - SafeREF Ltd a company registered in England and Wales under company number 06156363; "Service" - a facility available to Recruiters via the Site allowing the Recruiter Login access to an Account Area whereby SafeREF will operate and manage any reference requests it receives relating to the Recruiters' candidates subject to and in accordance with these terms and conditions; "Site" - the "SafeREF" Internet website owned and operated by SafeREF Ltd accessible at www.SafeREF.com and any sub-domains; "Subscription Period" - this is the length of contract agreed by both SafeREF and Recruiter;
2. Order and Access to Account Area
2.1. The Recruiter must place an Order with SafeREF and provide payment details via the Site in order to subscribe to the Service. All compulsory fields in the Order must be completed by the Recruiter.
2.2. The Recruiter must ensure that the information in the Order is complete and accurate. SafeREF reserves the right to reject an Order received from a Recruiter for any reason.
2.3. No Order will be accepted by SafeREF other than by the sending of an Acceptance.
2.4. The initial Access Fee relating to the Order will be notified in writing to the Recruiter by SafeREF during the online procedure for completion of the Order. The initial Access Fee will be payable in full, in advance and Acceptance of the relevant Order will not be sent to the Recruiter until confirmation of receipt of the initial Access Fee in cleared funds has been received by SafeREF.
2.5. No Order placed by the Recruiter will be deemed to be accepted by SafeREF until an Acceptance of the Order is sent by SafeREF to the Recruiter to the address or e-mail address provided by the Recruiter in its Order.
2.6. The Recruiter must re-confirm its acceptance of these Terms and Conditions on first use of its Login and first access to the Account Area. Upon first use of the Login by the Recruiter and re-confirmation of the Recruiter's acceptance of these Terms and Conditions, the Access Fee will be non-refundable.
2.7. In the event that the Recruiter cancels its subscription in accordance with clause 4.1 or upon first use of the Login the Recruiter declines to re-confirm acceptance of these Terms and Conditions, the Recruiter's Login will be automatically invalidated by SafeREF, the Access Fee will be refunded to the Recruiter and this agreement will immediately terminate.
2.8. SafeREF reserves the right to change these terms and conditions without negotiation or notice, and will notify all active Recruiters by email should a change be made to the terms and conditions.
3. Term 3.1. This agreement will commence on the date of receipt of Acceptance by the Recruiter and continue for an indefinite period of time unless or until terminated in accordance with its terms ("Term") by either party.
3.2. The Recruiter's subscription to the Service will commence on first use of the Login and re-confirmation of the Recruiter's acceptance of these Terms and Conditions, and will continue for an initial Subscription Period and subsequent Subscription Periods unless the subscription is cancelled in accordance with these Terms and Conditions, or this agreement is otherwise terminated in accordance with its terms.
3.3. On expiry of each Subscription Period during the Term, subject to clause 4.3 below, a further Access Fee as notified in writing to the Recruiter by SafeREF in a Renewal
Notice (as defined in clause 4.2 below) will be automatically debited from the Recruiter's debit or credit card and upon confirmation of receipt of such further Access Fee in cleared funds, the Recruiter's subscription to the Service will automatically renew for a further Subscription Period. This process of automatic renewal of the Recruiter's subscription to the Service will repeat indefinitely during the Term unless and until the Recruiter's subscription is cancelled by the Recruiter in accordance with clause 4.3 below or this agreement is otherwise terminated in accordance with its terms. 4. Cancellation
4.1. The Recruiter may cancel their Order at any time prior to first use of their Login and confirmation of their acceptance of these Terms and Conditions, by notice in writing to SafeREF (which may be by e-mail) quoting their Recruiter reference number.
4.2. Within reasonable, time prior to the expiry of each Subscription Period during the Term, SafeREF will send a renewal notice by e-mail ("Renewal Notice") to the Recruiter notifying the Recruiter that the current Subscription Period is approaching expiry and that the Recruiter's subscription to the Service will be automatically renewed at the end of the relevant Subscription Period. The Notice will quote the relevant date of renewal. SafeREF will consider no contest to the renewal by the recruiter unless told otherwise.
4.3. In the event that the Recruiter wishes to cancel their subscription to the Service, it must send notice in writing to SafeREF (which should be sent via e-mail) requesting cancellation no later than 30 working days prior to the end of the current Subscription Period, upon receipt of which:
4.3.1. SafeREF will cancel the Recruiter's subscription to the Service;
4.3.2. No further Access or Service Fee will be charged, electronically or otherwise, to the recruiter other than those used up to and including the date of the last day of the cancellation notice;
4.3.3. On the expiry of the current Subscription Period the Recruiter's Login will be invalidated and this agreement will immediately terminate.
5. Account and Payment
5.1. The Recruiter acknowledges and agrees that:
5.1.1. Payment must be received within specified times and paid to SafeREF (electronically or otherwise) by the Recruiter for the purposes of the Account remaining active and accessible;
5.1.2. Payment into the Account must be by debit or credit cards or such other payment methods accepted by SafeREF as set out on the Site. Attempts by the Recruiter to pay Credit by any other method may not be accepted, at SafeREF's sole discretion;
5.1.3. When the Recruiters' Account is exhausted, the Recruiter's access will be stopped to the Site. Upon payment of further Credit by the Recruiter into the Account, access will be restarted;
5.2. The Recruiter agrees that SafeREF will seek payment from the Account for all completed references accessed by the Recruiter through SafeREF and forwarded to the Recruiter in accordance with clause 6.
6. Completed References
6.1. Completed References may be registered with SafeREF by Candidates setting up Referee accounts, and subsequent to this, these same Referees correctly completing and submitting a Web Form via the Site;
6.2. In consideration of payment of the balances accrued by the Recruiter, (which will be debited from time to time during the Term of the Account), in accordance with clause 5.2 above, SafeREF will forward all Completed References received by it to the Recruiter via (a) e-mail to the e-mail address given by the Recruiter for such purpose in its Order or (b) through the online Account, or (c) as otherwise agreed in writing between the parties.
6.3. In the event that References are received by SafeREF during any Transition Time or for any reason at any other time when there is not sufficient Credit in the Account to meet the corresponding Charges, SafeREF will still debit the Account for such Completed References and such Completed References will still be forwarded to the Recruiter by SafeREF in accordance with the terms of this agreement. In such circumstances, the balance of the Account may become overdrawn by the amount of the relevant Completed References Charges ("Sums Owing").
6.4. All Sums Owing will be paid by being offset against the Recruiters next payment of Credit into the Account, or in the event that the Recruiter does not make any payment of Credit or sufficient Credit to meet the Sums Owing into the Account within 30 days of incurring Sums Owing, SafeREF will invoice the Recruiter for all Sums Owing and the Recruiter agrees to pay all valid invoices for Sums Owing to SafeREF within 30 days of receipt of invoice.
6.5. The Completed References Charges are subject to change from time to time by us and will be notified by amending the Completed References Charges listed on the Site. Any increase in the Completed References Charges will only apply to Credits purchased after the date of the increase, and will not apply retrospectively.
7. Contract Formation with Users
7.1. The Recruiter acknowledges and agrees that:
7.1.1. The Service does not include any booking or agency services, and will entail a simple referencing service whereby SafeREF forwards Completed References to the Recruiter relating to Candidates and Referees who contact SafeREF via a Web Form; and
7.1.2. The scope of the Service will in no circumstances whatsoever negotiate or assist in the formation or performance of contracts for services or sale of goods between the Recruiter, Referee or Candidates.
7.2. The Recruiter acknowledges and agrees that it will be solely responsible and liable for any and all contract negotiations and contract formation with Users and any supply of goods or performance of services under such contracts. Nothing in this agreement or otherwise will make SafeREF responsible or liable for formation or performance of such contracts between Users and the Recruiter.
7.3. The Recruiter will indemnify and keep indemnified SafeREF against all costs, claims, liabilities and expenses (including reasonable legal and professional expenses) incurred or arising from any claim or proceedings by any User arising out of any claim relating to the provision of goods or services to them by the Recruiter.
8. Limitation of Liability
8.1. The Recruiter acknowledges that the following provision reflects a fair allocation of risk. These Terms and Conditions set out SafeREF's entire liability to the Recruiter and all other liability of SafeREF to the Recruiter is hereby excluded, subject that nothing will exclude or restrict SafeREF's liability for fraudulent misrepresentation and/or for death or personal injury (including but not limited to sickness and death) to the extent that such injury results from SafeREF's negligence or wilful default, or that of its servants, agents or subcontractors.
8.2. The Recruiter agrees that SafeREF's total liability under these Terms and Conditions will not exceed (death or personal injury excepted) the Access Fees and Lead Charges paid by the Recruiter to SafeREF for the Service in the 12 months prior to the alleged event giving rise to such liability, including where such liability arises out of SafeREF's negligence.
8.3. In no event will SafeREF be liable to the Recruiter whether in contract, tort, by statute or otherwise in respect of any loss of profits and/or for any special, indirect, incidental or consequential loss or damage arising out of or in connection with the provision of the Service, including without limitation: loss of revenue, loss of anticipated savings, loss of business and/or goods, loss of goodwill, loss of use, loss and/or corruption of data and/or other information. For the avoidance of doubt, neither the types of loss and/or damage specified above nor any similar types of loss and/or damage will constitute direct loss for the purposes of this Agreement.
8.4. Whilst SafeREF will use its reasonable endeavours to ensure that the Site operates correctly and as represented to the Recruiter on the Site and in these Terms and Conditions and will use reasonable efforts to correct technical errors wherever possible within a reasonable time, SafeREF does not warrant or guarantee that the Service will operate in an error free manner.
8.5. Without prejudice to the limitation of liability set out above, SafeREF hereby disclaims all liability for and the Recruiter acknowledges and accepts that SafeREF will not be liable for:
8.5.1. Any technical errors in the loading or posting of Completed References. In the event that a technical error occurs in the loading or posting of Completed References which materially detracts from it, SafeREF will use reasonable efforts to re-load or re-post to the Account Area or the relevant parts of the Account Area to rectify the error;
8.5.2. Any delays in the provision of the Service, including without limitation uploading or posting or taking down of the Website. In any event, time will not be of the essence in SafeREF's performance of its obligations under this agreement;
8.5.3. Information, data or images or other content posted by the Recruiter, Referee or Candidate on the Account Area;
8.5.5. Technical downtime or interruptions to the Site or Service, or temporary inaccessibility to the Recruiter's Account Area.
9. Restrictions of the Internet
9.1. The Recruiter acknowledges:
9.1.1. SafeREF has no control over the Internet which is a global decentralised network of computer systems. Access will not be error free or uninterrupted and may be very variable;
9.1.2. That information, software and other material accessible over the Internet via the Site may contain viruses, worms, Trojan horses, cancel bots, or other harmful and destructive components; and
9.1.3. SafeREF will not be liable for any direct, indirect, incidental or other loss or damages which result or may result from the Recruiter's access to or use of the Internet.
10. Downtime
10.1. The Site is maintained by SafeREF's hosting service provider. Every effort is made to ensure the continuity of the Site, but some occasional technical downtime beyond SafeREF's control and/or the control of SafeREF's hosting service provider may occur.
10.2. Such downtime may prevent the Access Area being viewed on the Site for the duration of the downtime. SafeREF will not be liable if the publication of Account Area on the Site is delayed or prevented by any cause beyond SafeREF's control and/or that of SafeREF's hosting provider including, for the avoidance of doubt, hosting server downtime.
11. Warranties
11.1. The Recruiter hereby undertakes and warrants to SafeREF that:
11.1.1. The Recruiter will be truthful and honest in its use of the Service and information and representations in its Account Area including descriptions of goods or services, will be truthful and honest and not defamatory, libellous, menacing, obscene or otherwise injurious;
11.1.2. The Recruiter will use the Service in a reasonable and responsible manner and not bring SafeREF or the Site into disrepute or in a manner not envisaged by these Terms and Conditions.
11.1.3. The content posted by the Recruiter in the Account Area (including all text) and the reproduction and/or publication of any content in the Account Area does not breach any contract or infringe or violate any IPR of third parties. Where necessary, all appropriate permissions have been obtained for use of any third party material posted or viewed by the Recruiter in the Account Area;
11.1.4. The Recruiter has obtained all necessary consents and licences for the viewing use of any third party IPR in relation to all third party content which it may post on the Account Area;
11.1.5. The content of the Account Area posted by the Recruiter will comply with the requirements of all relevant legislation and codes of practice governing the advertising industries in force in the United Kingdom at the time of publishing the Account Area;
11.1.6. The Recruiter will conform to all Internet Protocols and standards from time to time applying to the Site on which the Account Area is published.
11.2. Any breach of these warranties will entitle SafeREF to remove the Account Area in question from the Site at our discretion and SafeREF may at its discretion cancel the Recruiter's Login without notice and in the event of which this agreement will terminate immediately.
11.3. The Recruiter will indemnify and keep indemnified SafeREF against all costs, claims, liabilities and expenses (including reasonable legal and professional expenses) incurred or arising from any claim or proceedings by any third party arising out of any breach of the warranties set out in clause
11.1.
11.4. Subject to all limitations set out in these Terms and Conditions, SafeREF warrants that the Site will function reasonably materially in accordance with the representations about the Service on the Site. SafeREF will have no obligation to provide support services to the Recruiter in relation to their use of the Site.
11.5. SafeREF's warranty given in clause 11.4, above is:
11.5.1. Conditional upon the Recruiter using their Account Area in accordance with these terms and conditions and any guidelines set out on the Site;
11.5.2. Exclusive and in lieu of all other warranties, express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose, and any warranties arising by statute or otherwise in law or from course of dealing, course of performance, or use of trade, all of which are hereby excluded and disclaimed.
12. Intellectual Property Rights (IPR)
12.1. All IPR in the Site, web content and other material, content, information or software relating to the same other than any third party material, including material owned by the Recruiter, on the Site is and will remain owned solely and absolutely by SafeREF, and nothing in these terms and conditions will confer any ownership of such Intellectual Property Rights in the same on the Recruiter.
12.2. In consideration of SafeREF agreeing to publish the Account Area, the Recruiter hereby grants SafeREF a worldwide, non-exclusive, royalty-free licence for the duration of the Term to reproduce and display the Account Area (including all contents, IPR and features contained therein) on the Site in accordance with this agreement.
13. Data Protection
The Recruiter agrees that in processing Personal Data relating to Users, it will comply with all relevant legislation, including but not limited to the Data Protection Act 1998.
14. Complaints
14.1. Should you have any complaint about the Service you should contact SafeREF via info@saferef.com in the first instance. SafeREF will use its best efforts in good faith to attempt to resolve the issue within the constraints of these Terms and Conditions.
14.2. SafeREF may receive from time to time complaints from Users about goods or services provided by the Recruiter. Whilst SafeREF will use reasonable endeavours to pass on such complaints to the Recruiter, SafeREF will have no obligation to do so. The Recruiter accepts liability for such complaints and acknowledges that SafeREF will have no liability whatsoever for such complaints.
15. Termination
15.1. SafeREF may terminate the Service and invalidate the Recruiter's Login at any time on 30 days notice in writing (which may be by e-mail) to the Recruiter.
15.2. On termination of this agreement, all content accessible via the Recruiter's Login in the Account Area and in their Account Area will be immediately deleted from the Site and the Recruiter's Login will be invalidated.
15.3. In the event of termination of this agreement for any reason, all Access Fees paid to SafeREF by the Recruiter and any Lead Charges debited from the Account prior to the date of termination by SafeREF will be non-refundable, and any positive balance in the Account on the date of termination will be refunded to the Recruiter within a reasonable time.
15.4. For the avoidance of doubt, if SafeREF is unable to debit the further Access Fee for automatic renewal of the Recruiter's subscription to the Service in accordance with clause 3.3, this agreement will automatically terminate and SafeREF will invalidate the Recruiter's Login.
16. Notices 16.1. Any notice required or permitted under these Terms and Conditions will be in writing (which may be by e-mail) and will be deemed to have been properly given:
16.1.1. 48 hours after being posted by first class mail (by airmail if sent internationally) with postage prepaid to the address given by the Recruiter in the Order or other address notified for the purpose; or
16.1.2. At close of business on the day of effective transmission if sent by e-mail.
16.2 The parties acknowledge and agree that nothing in this Agreement will establish a relationship of partnership or agency between the parties and neither party will make any representation to the public or any other party suggesting otherwise.
17. SAFEREF Website Terms of Use
The SAFEREF Website Terms of Use as set out and accessible via the Site are incorporated into these terms and conditions and will be binding on the Recruiter. In the event of any conflict between the SAFEREF Website Terms of Use and these terms and conditions, the provisions of these terms and conditions will prevail.
18. General
18.1. SafeREF may assign its rights or obligations under these Terms and Conditions at anytime. Subject to the other provisions of these Terms and Conditions, the Recruiter may not assign its rights or obligations under these Terms and Conditions without SafeREF's prior written consent.
18.2. No provision of these Terms and Conditions will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not party to it.
18.3. SafeREF will not be liable for failure to meet its obligations under these Terms and Conditions if it is prevented from or delayed in doing so due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
19. Governing Law
These Terms and Conditions will be interpreted in accordance with and governed by SAFEREF Service Terms and Conditions law and the parties hereby submit to the exclusive jurisdiction of the English Courts.