1. Defined Terms
1.1 In these Conditions the following words and expressions have the following defined meanings:
'Employee' means an individual (who may be referred to on the website as an employee) who has registered with Jobs Matchmaker as an 'employee'.
'Employer' means any entity (that may be referred to on the website as an employer) which can include a company, partnership or individual, who has registered with Jobs Matchmaker as an 'employer'.
'Guidelines' means any relevant guidelines stipulated by Jobs Matchmaker from time to time.
'Interest' means interest at a rate of 4% above the Bank of England Bank Rate.
'Jobs Matchmaker' means Jobs Matchmaker Limited trading under the business name of Jobs Matchmaker, Company No. 4278062, a company registered in England, VAT No: 788 4969 39, whose address is:
Jobs Matchmaker Ltd
Suite 166,
19-21 Crawford Street,
London W1H 1P3
Email: info@jobsmatchmaker.com
'Permission to work' means that the Employee must obtain permission from the relevant State authorities to take paid employment.
The 'Registration Procedure' means the applicable registration procedure specified on the website.
The 'Web-site' means the Jobs Matchmaker web-site at www.jobsmatchmaker.com
1.2 For the purposes of these Conditions "this Agreement" shall mean the agreement made between Jobs Matchmaker and the Employer or the Employee (as the case may be). which shall consist of:
These Conditions as varied by amendment on the website from time to time; and any terms and conditions set out by Jobs Matchmaker on the website from time to time and the Employer and the Employee confirm that they shall comply with all the terms and conditions referred to in (b) above that relate to them.
2. The Employer
2.1 After the Employer has completed the Registration Procedure by filling in all fields of the Employer Registration Form, the Employer shall have a licence to use the facilities described in Schedule 1 subject to the provisions of this Agreement.
2.2 The Employer's use of the facilities referred to in Condition 2.1 shall be conditional upon the Employer complying fully with the terms of this Agreement.
3. The Employee
3.1 After the Employee has completed the Registration Procedure by completing the Employee Registration Form the Employee shall have a licence to use the facilities described in Schedule 2 subject to the provisions of this Agreement.
3.2 The Employee must keep Jobs Matchmaker informed of the progress and developments of any negotiations with Employers and whether a job application has been successfull or not. Jobs Matchmaker must be notified of a job offer, whether accepted or not, within 5 working days of the offer being made. The Employee must notify Jobs Matchmaker within 5 working days of accepting or rejecting an offer. Jobs Matchmaker reserves the right to contact the Employee periodically by email or telephone to ensure compliance of this condition, to ensure the Employee Registration Form is up to date and/or to confirm or not if the Employee wishes to retain his or her Employment Registration Form on the web-site. Jobs Matchmaker reserves the right to remove the Employment Registration Form in question from the website without notice and in any event if it receives no reply from the Employee to these requests within 30 calendar days.
3.3 No fee is payable by the Employee for his or her use of the services/facilities described in Schedule 2. However in the case of the Employee failing to provide the information required in 3.2 above within the prescribed timeframe, Jobs Matchmaker reserves the right to recover any unpaid or repaid fees (normally payable by the Employer) from the Employee.
4. Jobs Matchmaker
4.1 Jobs Matchmaker shall be responsible for the website and Jobs Matchmaker shall only be required to use its reasonable endeavours to keep the website operational.
4.2 Jobs Matchmaker shall not be a party to any exchange of emails or any telephone conversations or meetings between the Employer and the Employee in relation to the recruitment process and the Employer and the Employee acknowledge that Jobs Matchmaker's sole obligation to each of them in the recruitment process is to provide the website and its services in accordance with this Agreement.
5. The Employer and the Employee
5.1 The Employer and the Employee each acknowledge: that the website is intended to facilitate introductions being made between the Employer and the Employee; and that following any introduction being made it shall be decided by the Employer and the Employee to agree how to progress matters further.
5.2 The Employer and the Employee confirm to Jobs Matchmaker that in their dealings with each other they shall: act in good faith and in a businesslike and courteous way; and keep strictly confidential all information disclosed by either party.
5.3 No third party registrations are allowed including any agency. All Employees must be genuinely seeking paid employment.
6. Payment
6.1 Upon the Employer confirming it has concluded an agreement with an Employee, or the Employer employing the Employee, whichever is the earlier, the Employer will be obliged to pay the Fee exclusive of VAT as applicable to Jobs Matchmaker in consideration of the services provided under this agreement.
6.2 This fee is due within 14 days of it becoming due, where permission to work is not required, or where Jobs Matchmaker's designated immigration advisors have not been requested to assist. Where permission to work is required, Jobs Matchmaker will refer the employer to an appropriate immigration specialist in the jurisdiction where the Employee is to be principally employed. The Employer will engage the services of the immigration specialist directly, but all payments for services will be made through Jobs Matchmaker as payment facilitator. On successfully obtaining permission to work, the fee exclusive of VAT, where applicable, will be due within 14 days of obtaining permission to work by Jobs Matchmaker appointed solicitors.
The Fees are as stated on the website (in the 'Pricing' section). Jobs Matchmaker reserves the right to vary fees without prior notification. However, where a variation takes affect after an employment contract is finalised but before the legal work has been concluded, the fee to be paid will be the fee that applied on the date the contract was finalised. All government filing fees or out of pocket expenses (if any), of the immigration specialist will be discharged by the Employer directly to such specialist. These will be paid before commencement of the employment as incurred and the Employer undertakes to pay such fees at such time. Initial immigration costs do not include any renewals or variation fees, which shall also be paid by the Employer. If for any reason outside the Employer's control the Employee ceases to be employed by the Employer during the first 90 days after commencing employment the following refunds are payable:
- Between 0 and 30 days after commencement of employment 50% of the fee
- Between 30 and 60 days after commencement of employment 30% of the fee
- Between 60 and 90 days after commencement of employment 10% of the fee
- Over 90 days after commencement of employment no refund
For this purpose 'fee' means net of costs of legal and administration work. No such refund shall be paid where Jobs Matchmaker has not been provided with proof of termination of employment and proof that the termination was outside the Employer's control.
6.2 Without prejudice to any other legal remedy, Jobs Matchmaker may charge the Employer interest (on the basis provided for in the following condition) on any fees that are not paid to Jobs Matchmaker or before the due date.
6.3 Interest may be charged by Jobs Matchmaker under the previous condition from and including the date on which the payment in question fell due to the date on which that payment (including all applicable interest) is paid in full. Interest shall be charged on a daily basis with reference to a year consisting of 365 days and with all unpaid interest compounded monthly.
6.4 The Fee shall be due if the initial contact details or the Employer or Employee were obtained from Jobs Matchmaker, regardless of any subsequent means of contact or introduction and the Employer, acting solely or on behalf of any company or any of its subsidiaries, employs the particular Employee, regardless of whether a permission to work is necessary.
7. Disclosures and Collection of Information
7.1 The Employer confirms that the following information may be posted on the website: the Employer's identity; any information submitted by the Employer in any Employer Registration Form; the Employer's Request Form and the Employer/Employee Report Form; and the Employer consents to this information being used for these purposes.
7.2 The Employee confirms that the following information may be posted on the website: any information submitted by the Employee in any Employee Registration Form and the Employer/Employee Report Form; and the Employee consents to this information being used for these purposes.
7.3 The Employer and the Employee each confirm that: when posting any information on the website they shall comply with any relevant Guidelines; by any registered visitor to the website; and anything posted by them on the website shall remain on the website until they either request its removal or it is removed under Conditions 3.2, 5.3 or 10.5. All information posted must be accurate and not misleading.
7.4 The Employer and the Employee confirm that in order to enable Jobs Matchmaker to improve and/or market the web site and the services it supplies to the Employer and the Employee:
- Jobs Matchmaker may produce statistics based upon the use of the website; and
- Jobs Matchmaker may contact the Employer and the Employee by email, telephone or post for feedback regarding the website and the services provided by Jobs Matchmaker including the ways in which they might be improved. The statistics and summaries referred to in Condition 7.4 (a) may include statistics or summaries relating to the average salaries paid in various industries or industry sectors.
7.5 None of the information referred to in Condition 7.4 (a) shall identify the Employer or the Employee.
7.6 The Employer and the Employee confirm that Jobs Matchmaker may also contact them for the purposes stated in Condition 12.2.
7.7 Jobs Matchmaker holds Employee and Employer personal data as data controller under the Data Protection Act 1998. The Employee and Employer shall only submit to Jobs Matchmaker such personal data as they have permission to pass on and they consent to the use of that data set out in these Terms and Conditions. They agree that such personal data may be exported from the EEA under conditions of confidence and subject to the standards of the Data Protection Act to local legal advisers in the Employee's home jurisdiction. Employee and Employer agree that Jobs Matchmaker may store or pass any information supplied by the Employee or Employer to any third party for recruitment processes or in relation to any work permit application or related purpose.
8. Prohibited Users
8.1 The Employer and the Employee each acknowledge that it is a strict requirement of entering into this Agreement that the Employer and the Employee shall not be involved in or in any way connected with any activity competitive with that of Jobs Matchmaker or likely to bring the website into disrepute. Jobs Matchmaker's decision on this issue will be final.
8.2 Any breach of Condition 8.1 by the Employer or the Employee shall entitle Jobs Matchmaker to terminate this Agreement.
9. Good Faith
9.1 The Employer and Employee undertake to act in good faith and not to make misrepresentations to each other or to Jobs Matchmaker.
9.2 Any breach of Condition 9.1 shall automatically terminate the agreement except insofar as fees which are payable under it.
10. Verification, Rectification and Disputes
10.1 Jobs Matchmaker may (in its sole discretion) review any information that the Employer or the Employee have either posted or have submitted for posting on the website to ensure that it conforms to any relevant Guidelines and the obligations of the Employer and the Employee (as the case may be) under this Agreement, but accepts no liability thereby. Any information given to Jobs Matchmaker by the Employer and Employee must be accurate and correct and may be subject to verification by Jobs Matchmaker.
10.2 In the event that the Employer or the Employee make any written complaint to Jobs Matchmaker alleging any breach by the other party of the provisions of Condition 5.2 and in Jobs Matchmaker's opinion that complaint discloses reasonable grounds for believing that a breach occurred Jobs Matchmaker shall: investigate the complaint that has been made; and (if Jobs Matchmaker believes the claim to be substantiated) it shall serve notice upon the party complained of terminating this Agreement, except insofar as any fees which are due under it.
10.3 In the event that Jobs Matchmaker should investigate any complaint under Condition 5.2 the party complained of shall give Jobs Matchmaker such assistance as it shall reasonably require in conducting its investigation and any failure to do so for more than a 14 day period shall entitle Jobs Matchmaker to terminate this Agreement.
10.4 In the event that the Employer or the Employee notify Jobs Matchmaker in writing of any inaccuracy or misrepresentation of the kind referred to in the Condition 14.4:
Jobs Matchmaker shall investigate the complaint either under the provisions of Condition 10.2 (as being a possible breach of the obligation to act in good faith imposed by Sub-Condition 5.2(a)) or as a breach of Sub-Condition 9.1 (as the case may be); and in the event that Jobs Matchmaker believes the complaint to be justified Jobs Matchmaker may terminate this Agreement with the Employer or the Employee who was responsible for the inaccuracy or misrepresentation in question without prejudice to its other rights.
Notwithstanding the preceding provisions Jobs Matchmaker may elect not to terminate its agreement with the wrongdoer if Jobs Matchmaker believes that it would be inequitable to do so having regard to all the circumstances.
10.5 Jobs Matchmaker shall have the right at any time: to remove the whole or any part of an Employer or Employee Form from the website if it does not comply with the terms of this Agreement; and/or to amend or otherwise rectify an Employer or Employee Notice on the website that does not comply with the terms of this Agreement in order to make it compliant. Jobs Matchmaker shall notify the Employer or the Employee (as the case may be) if Jobs Matchmaker exercises its rights under this condition.
10.6 Jobs Matchmaker may immediately terminate this Agreement if Jobs Matchmaker believes that the Employer or the Employee has either: made any material misrepresentation in order to become a registered user of the website or is not an individual employee; or is using the website for any improper purpose including (but not limited to) any of the purposes specified in Condition 9.1 or with an intention to damage the reputation of either the website or the services or facilities provided by Jobs Matchmaker.
11. Changes
11.1 The Employer and the Employee acknowledge that it is Jobs Matchmaker's intention to develop the website over time and that this may result in: changes being made to the website and these Terms and Conditions; and limited periods when the website may be out of action for this reason.
12. Re - Registration
12.1 Jobs Matchmaker shall allocate a unique registration number to the Employer and the Employee when their initial registration takes place and it is a strict requirement of entering into this Agreement that the Employer and the Employee comply with the provisions of Condition 12.2.
12.2 If the Employer or the Employee wish to re-register with Jobs Matchmaker the Employer or the Employee (as the case may be) must notify Jobs Matchmaker at the time that any re-registration application is made, that it had previously been registered with Jobs Matchmaker and they shall then be reallocated their original registration number if Jobs Matchmaker accepts the new application.
12.3 Any breach by the Employer or the Employee of any of the provisions of Condition 12.2 shall (in addition to any other rights that Jobs Matchmaker may have) be grounds for Jobs Matchmaker to immediately terminate this Agreement.
13. Confidentiality and Intellectual Property
13.1 Subject to the provisions of the following condition Jobs Matchmaker confirms to the Employer and the Employee that it shall keep all information submitted by the Employer and the Employee confidential,
13.2 It is agreed by the Employer and the Employee that: Jobs Matchmaker may use the information disclosed by the Employer or the Employee for any purposes that have been specified in this Agreement; and the confidentiality obligations in Condition 13.1 shall not apply to any information falling within one of the general exceptions noted in Condition 13.3 below.
13.3 The exceptions referred to in Condition 13.2 are the following: any information which comes into Jobs Matchmaker's possession from someone other than the Employer or the Employee with no obligation of confidentiality attached; any information which is disclosed by Jobs Matchmaker with the prior approval of the Employer or the Employee (as the case may be); and any information which is either in the public domain or comes into the public domain through no act or omission by Jobs Matchmaker.
13.4 The intellectual property rights in the information on this website, excluding any personal or employer specific information, and any information downloaded or obtained from it is owned by Jobs Matchmaker or its licensees and may not be copied or reused without the prior permission of Jobs Matchmaker. Employers and Employees warrant that any information they send to Jobs Matchmaker they are entitled so to send without breach of any intellectual property right of a third party and shall fully indemnify and hold Jobs Matchmaker harmless where they breach such warranty.
14. Limitation of Liability and Indemnities
14.1 The Employer agrees that Jobs Matchmaker's total liability to the Employer under or in connection with this Agreement (including its liability in respect of negligence and any other torts) shall be limited to an aggregate amount equal to the sum that Jobs Matchmaker would have charged the Employer for introducing one Employee, namely the Fee. (This clause is meaningless in law – cannot limit liability for negligence).
14.2 To the extent it is reasonable (but otherwise without prejudice to the provisions of Condition 14.1 and 14.8) it is confirmed that if this Agreement is terminated by Jobs Matchmaker under Condition 15.1(c) (there is no 15(1)(c) Jobs Matchmaker's total liability to the Employer shall be to refund any sums paid to Jobs Matchmaker by the Employer for any services that would otherwise have been provided by Jobs Matchmaker after the termination date and Jobs Matchmaker shall also have no liability to the Employee for terminating this Agreement in those circumstances. (not sure what this is aiming at)
14.3 Subject to Condition 14.8, the Employee acknowledges that Jobs Matchmaker shall have no liability to the Employee under this Agreement for the reasons given in Condition 14.1.
14.4 The Employer and the Employee acknowledge that Jobs Matchmaker shall not be liable for any inaccuracies or misrepresentations in any Employer or Employee Notices or other information provided by Employer or Employee directly or indirectly through Jobs Matchmaker where the information in question was received by Jobs Matchmaker in good faith for inclusion on the website or otherwise and the exclusive remedy that the Employer and the Employee shall have against Jobs Matchmaker in those circumstances is set out in Condition 10.4. Equally, Jobs Matchmaker shall not be liable for any failure to obtain a work permit. It is the responsibility of the Employer to check the Employee's references, undertake criminal record, regulatory or other checks, and otherwise satisfy themselves that the Employee is suitable for the post concerned. Jobs Matchmaker is not responsible for the employee's compliance with professional regulations .
14.5 Nothing in Conditions 14.4 or 10.4 shall limit any rights or remedies that the Employer or the Employee may have against the wrongdoer in respect of any material inaccuracies or misrepresentations in any Employer or Employee Notices.
14.6 The Employer and the Employee shall each promptly indemnify Jobs Matchmaker against all proceedings, costs, fees, expenses, payments, liabilities, injury, death, loss and damage arising out of any claims brought against Jobs Matchmaker (in negligence or otherwise) that are attributable to the Employer or the Employee (as the case may be) failing to comply with any of the provisions of this Agreement.
14.7 The Employer and the Employee acknowledge that the indemnity given by each of them in the preceding condition is reasonable having regard to: the various obligations imposed on the Employer and the Employee in this Agreement; and the fact that it is unrealistic to expect Jobs Matchmaker to independently verify all the information posted by the Employer and the Employee on the website.
14.8 Nothing in this Agreement shall exclude or limit any party's liability to the other for death or personal injury caused by its negligence nor for fraudulent misrepresentation.
14.9 Jobs Matchmaker accepts no liability for legal work carried out by its appointed lawyers and any issues arising there from must be addressed to the lawyers concerned.
14.10 Jobs Matchmaker accepts no liability for failure of any work permit application.
14.11 Without prejudice to Condition 14.3, Jobs Matchmaker accepts no liability for any cost or expense incurred by the Employee if the Employer terminates the employment contract for unsuitability or for any other reason.
15. Limitation of liability for immigration work
15.1 Jobs Matchmaker accepts no liability immigration work. Jobs Matchmaker takes care to enter into arrangements only with appropriately qualified and reputable law firms, but it shall not be liable for any complaints, problems, negligence, etc, that may arise in respect of any work undertaken by the law firm concerned.
15.2 Jobs Matchmaker accepts no liability for costs or disbursements other than in respect of standard immigration work.
15.2.1 Standard work: The outsourced immigration work for which Jobs Matchmaker is responsible to the Employer is a matter of separate arrangement between Jobs Matchmaker and the law firm concerned and applies only to standard immigration work. Standard immigration work is work done to obtain such immigration permission as is necessary to enable the Employee (and no other person) to enter the country of employment (and no other country) for the purpose of taking up the employment in question (and no other purpose) on the occasion of his/her initial entry for that purpose (and at no subsequent time).
Standard immigration work does not include visit applications to attend interviews, extension of stay applications or applications for family members to accompany or join the Employee. Further, standard immigration work means the initial application procedure and does not include reapplications, or the pursuit of any kind of remedy following a refusal. Furthermore, standard immigration work means work based on the individual having (in the country of employment and generally) a clean immigration record and good character.
Standard immigration work does not cover disbursements payable to a third party. Also not included is the cost to the Employee of obtaining a passport or other travel document or of obtaining any exit permission from the Employee's country of residence. These costs are to be paid by the Employer or Employee, as the case may be. Wherever appropriate, they are to be paid direct to the authority concerned.
15.3 Extra work means any work, immigration or otherwise, that is not standard immigration work. It is anticipated that cases in which extra work is necessary will be the exception and not the rule.
16. Termination
16.1 This Agreement may be terminated by Jobs Matchmaker on immediate notice: in any of the circumstances provided for in Conditions 5.3, 8.2, 9.2, 10.2, 1 0.3, 10.4, and 10.6; if the Employer should fail to pay Jobs Matchmaker on the due date any sums that may be due to Jobs Matchmaker under this Agreement; if (for reasons beyond its reasonable control) Jobs Matchmaker is unable to keep the website live or updated for a period of 60 days or more (see Condition 14.2).
16.2 Notwithstanding anything to the contrary Jobs Matchmaker may terminate this Agreement at any time on six months written notice.
16.3 This Agreement may be terminated by Jobs Matchmaker if the Employer or the Employee should breach any provision of this Agreement (other than those referred to in Sub-Conditions 16.1(a) or (b)) and the Employer or the Employee (as the case may be) shall fail to remedy that breach within 30 days of a written notice requiring the breach to be rectified.
16.4 This Agreement may be terminated by the Employer and the Employee if Jobs Matchmaker should breach any provisions of this Agreement and should fail to remedy that breach within 30 days of a written notice requiring the breach to be rectified.
16.5 This Agreement may be terminated by Jobs Matchmaker on immediate written notice if the Employer: passes a resolution for its winding up or a court of competent jurisdiction makes an order for its winding up or dissolution; has either an administration order made against it or has a receiver appointed over any of its assets or has a creditor take possession of or sell any of its assets; or makes an arrangement or composition with any of its creditors or any proceedings are commenced against that party under Chapter 11 of the US Bankruptcy Code or if an event similar or comparable to or with the same effect as any of the events set out in the preceding sub-Conditions of this condition should occur in any jurisdiction in relation to the Employer.
16.6 The termination of this Agreement shall not affect the accrued rights and liabilities of the parties and it shall not affect the enforceability of Conditions 5.2, 6.1, 6.3, 13.1, 14.1, 14.2, 14.4, 14.6 and 14.7 and any other conditions of this Agreement which are to continue in force by implication.
17. General
17.1 The Employer and the Employee may not assign any of their rights or obligations under this Agreement.
17.2 Any notice or other communication under this Agreement shall be in writing and may be delivered: by hand; or by fax or post and all communications shall be deemed to be received on receipt or in accordance with law.
17.3 This Agreement shall be governed and construed in accordance with the laws of England & Wales and the parties agree to submit to the exclusive jurisdiction of the English and Welsh courts in connection with any dispute under it.
17.4 Nothing in this Agreement shall confer any benefit on a third party except where expressly stated, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
17.5 Failure to enforce a right under this contract shall not amount to a waiver of such right.
17.6 Any clause which is held void or unenforceable under these terms shall be deemed severed from this Agreement which shall otherwise continue in full force and effect.
SCHEDULE 1
1. Employer Request Forms: The Employer may post an Employer Request Form of any vacancy that the Employer is searching to fill on the website in the prescribed form. If there is a matching vacancy Jobs Matchmaker will automatically e-mail the Employer with details.
2. Employer Registration Form: The Employer must provide and may at any time update the Employer's registration form that the Employer has submitted for inclusion on the website which briefly describes the Employer and the Employer's business.
3. Employee Search: The Employer may search the website to find any Employee Notices posted by Employees.
4. Employer Reply: The Employer may respond by email to any Employee Registration forms posted on the website.
5. Employer/Employee Report Forms: The Employer must complete and regularly update the Employer/Employee Report Forms and in any event submit the same to Jobs Matchmaker within 7 days of an Employee accepting a job offer made by an Employer.
6. E-Mail Notifications: In order to keep informed regarding any developments in the job market the Employer may ask Jobs Matchmaker to email the Employer details of any new Employee Notices posted on the website that satisfy any criteria that the Employer may have stipulated.
SCHEDULE 2
The Employee's Facilities
During the course of this Agreement the Employee shall be entitled to use the facilities summarised below.
1. Employee Notices
The Employee may post Employee Notices on the website in the prescribed form describing the type of job that the Employee is seeking. The Employee may also update at any time any Employee Registration Form that has been submitted.
2. Job Search
The Employee may search the web site to find any Employer Request Form posted by Employers.
3. Employer Registration Form
The Employee may view the Employer Registration Form on the website relating to any employer who has posted an Employer Request Form on the website. The Employee may also view on the website all the current Employer Request Forms that have been posted by the same employer.
4. E-Mail Notification*
In order to keep informed regarding any developments in the job market the Employee may ask Jobs Matchmaker to email the Employee details of any new Employer Request Forms that are posted on the website and satisfy any criteria that the Employee may have stipulated.
5. Employer/Employee Report Forms
The Employee must complete and regularly update the Employer/Employee Report Forms and in any event submit the same to Jobs Matchmaker within 7 days of an Employee accepting a job offer made by an Employer.
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