Thank you for selecting Onefix Media to help you with media buying, placing adverts, providing advertising advice, employer brand and employee communications services and offering ATS technology to aid management of incoming applications (Services). These are our terms and conditions for services (Conditions) and apply to our Contract with you. Any capitalised words which are not defined when you first see them are explained at the end.
We are Onefix Media, a division of Onefix Recruitment Limited, registered in England under number 08042124 with our registered office at Gatcombe House, Copnor Road, Portsmouth, England, PO3 5EJ.
You are the company or person whose details are set out in the Order Form (and/or, if relevant, the Contract Sheet) made subject to these Conditions and agreed between us on-line through our Website or other on-line document service, via email or in person by our respective representatives.
Your attention is drawn in particular to clause 7.
1.1. Your Contract with us is comprised of these Conditions and each Order you place with us, once we have accepted it. If you have entered into a One Year Term, you will also have signed a Contract Sheet which will also be part of each Contract.
1.2. An Order is only accepted:-
(a) if submitted through our Website, once we have issued confirmation via the Website;
(b) if submitted via our online document signing service, once we have also signed through that service;
(c) if submitted via email, once we confirmed it by email; and
(d) if submitted according to a specific process we have agreed with you, once we have confirmed it in accordance with that process.
1.3. Once we have confirmed an Order, you are committed to it and are liable for our Charges. However, should you need to withdraw it for any reason, we will do what we can to cancel any commitments we have entered into but please be aware that, even if we can cancel those commitments, we reserve the right to charge a minimum 50% cancellation fee. If we cannot cancel those commitments, the full Charges are payable for the Order.
1.4. The Contract sets out the entire agreement between us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf (including advertising and promotional material) unless it has been expressly set out in the Contract.
1.5. These Conditions apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.1. We shall supply the Services to you for the Term using information and criteria supplied by you. It is your responsibility to ensure that you have completed the relevant search fields correctly.
2.2. We shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services, and we shall notify you if this is necessary.
2.3. We warrant that the Services will be provided using reasonable care and skill. Where we recommend any particular Channel for placing a vacancy or other advert, we shall do so in good faith based on our genuine assessment of what would be the best advertising strategy, based on your requirements and instructions. We will always seek to obtain the best price for you, and generally we can obtain very advantageous prices but we cannot guarantee that any particular Channel can be secured at the lowest possible price available.
2.4. If any Services are delivered via our Website, we do not guarantee that the Website will always function perfectly nor will we be responsible for any period of unavailability of the Website at any time.
3.1. You shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with us in all matters relating to the Services;
(c) only use the Services for genuine recruitment purposes;
(d) not share access to the Services with any third party;
(e) not discriminate against applicants who respond to your vacancies in anyway;
(f) comply with the requirements of the Disclosure and Barring Service and the requirements of the Safeguarding Vulnerable Groups Act 2006; and
(g) comply with all legislation, rules and guidance which relates to the employment of young persons from time to time.
3.2. Information you provide to us
(a) You are responsible for information you provide to us (including, but not limited to Personal Data, information, materials and documents). We strongly recommend that you retain copies/back-up of everything you sent us.
(b) You promise that you have carefully checked all information which you have sent us and that we may rely on it. If we send you any proofs for approval, you agree to check them carefully and confirm your approval or provide corrections within five (5) working days. If you do not respond to our request for approval within that period, your approval shall be deemed to have been given. Despite the foregoing, if you send us anything that is incorrect or needs to be amended, or is for any reason lost or damaged, you accept that you will have to bear the additional costs incurred (including any design costs or wasted fees in placing adverts on third party websites or fees to reissue electronic marketing information).
(c) If you provide us with any graphics, logos or other content, you will ensure they are in the format and resolution we specify. You grant us a limited licence to use them for the purposes of supplying the Services and we shall have the right to grant a sub-licence of our rights under this clause to a third party. You promise that such graphics, logos and other content do not infringe the rights of any third party and you will indemnify us and hold us harmless should this not be the case.
3.3. You will comply with the Codes of Practice of the Committee of Advertising Practice in England and Wales, as well as with applicable legislation, in the preparation of your adverts. When we help you prepare any advert, we will use reasonable endeavours to verify with you that it complies with applicable legislation. However, it is your advert and you will be solely responsible for its content. If we place the advert with a Channel, you expressly acknowledge we do so as your agent.
3.4. If our performance under the Contract is prevented or delayed by any act or omission on your part (your Default):
(a) we will not be liable for any costs or losses you sustain or incur as a result;
(b) we will be entitled to suspend performance of the Services until you remedy your Default; and
(c) you shall reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from your Default.
3.5. You shall keep us indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered which are incurred by us as a result of or in connection with any claim made against us by a third party arising out of or in connection with the breach, negligent performance or failure or delay in performance by you, your employees, agents or subcontractors of your obligations set out in clauses 3.1 to 3.3.
You shall pay the Charges for the Services as quoted by us for each Order. Whilst we can generally secure advantageous rates from Channels, the fees they charge us cannot be guaranteed and we reserve the right to vary our Charges in line with any change in their fees. For other Services (such as design), we will give you at least 3 months written notice if we plan to increase them from the rates provided to you when you entered into the Contract. If the increase is not acceptable to you, you may, within one month of such notice, terminate the Contract on 30 days written notice to us.
Our Charges are subject to VAT at the prevailing rate and our invoices are payable in full within 30 days of invoice date, unless otherwise agreed.
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by us or our licensors (“Service IPR”), unless we expressly agree otherwise with you in writing. We give you a limited non-assignable non-sublicensable licence to use the Service IPR in order to use the Services in accordance with the Contract.
The above does not apply to any content you provide us which shall belong to you at all times.
We each undertake not at any time to disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other except (a) to our respective employees, officers, representatives or advisers who need to know such information for the purposes of the Contract and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither of us shall use the other’s confidential information for any purpose other than to exercise and perform our respective rights and obligations under or in connection with the Contract.
7.1. Nothing in these Conditions shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and The Services Act 1982 (title and quiet possession).
7.2. Subject to clause 7.1:
(a) we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or for any indirect or consequential loss arising under or in connection with the Contract; and
(b) our total liability to you in respect of all other losses arising under or in connection with the Contract shall in no circumstances exceed the Charges you have paid us during the Term.
7.3. To the fullest extent permitted by law, all implied terms and warranties are excluded from the Contract.
7.4. This clause 7 shall survive termination of the Contract.
8.1. Once we have accepted your Order, you may not terminate it although clause 1.3 will still apply.
8.2. If you have entered into a Contract Sheet, our exclusive arrangement with you will commence on the Start Date given in the Contract Sheet and, subject to clause 8.3 or where expressly stated otherwise in the Contract Sheet, will automatically renew at the end of the Initial Term for further periods each of 12 months, unless either of us gives to the other 30 days' written notice to terminate to take effect at the end of the Initial Term or on a subsequent anniversary of the Start Date (“Term”).
8.3. Without limiting any other rights or remedies, either of us may terminate the Contract with immediate effect by giving written notice to the other if:
(a) the other commits a breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of being notified in writing to do so;
(b) the other suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or ceases, or threatens to cease, to carry on all or a substantial part of its business; or
(c) the other enters into or appears likely to enter into any formal insolvency or bankruptcy proceedings.
8.4. Without limiting our other rights or remedies:
(a) we may terminate the Contract with immediate effect by giving you written notice if you fail to pay any amount due under the Contract when due and do not then pay it within 5 Business Days after we give you written notice to do so;
(b) if you have purchased an Applicant Tracking System (ATS) from us (which is generally sourced by us from a third party, we shall (at a minimum) be entitled to recover from you any third party costs to which we are committed after accepting your Order for the ATS Services in the event the Contract in respect to ATS Services is terminated for any reason other than our breach of contract.
8.5. If we are entitled to terminate under this clause 8, we may instead suspend the Services for up to 30 days to see if matters can be resolved but we will not lose our right to terminate if we do so.
On expiry or termination for any reason of the Contract:
(a) you shall immediately pay us all of our outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, we shall submit an invoice which you shall pay immediately on receipt;
(b) your access to the Website will be terminated;
(c) our respective accrued rights, remedies, obligations and liabilities 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
(d) clauses which expressly or by implication survive termination shall continue in full force and effect.
10.1. We shall not be liable to you as a result of any delay or failure to perform our obligations under the Contract as a result of a Force Majeure Event.
10.2. If the Force Majeure Event prevents us from providing any of the Services for more than 4 weeks, you or we shall, without limiting our other respective rights or remedies, have the right to terminate the Contract immediately by giving the other written notice.
11.1. You warrant that:
(a) as regards any Personal Data you provide us, you are a Controller and, where legally required to do so, you have registered with the Information Commissioner’s Office; and
(b) you have obtained all necessary consents to enable lawful transfer of any Personal Data to us and to notify us without delay if consent is withdrawn;and
(c) you are requesting us to process any Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments; and
(d) you will take appropriate technical and organisational measures against the unauthorised or unlawful Processing of Personal Data or its accidental loss or destruction
11.2. In the event that you provide us with Personal Data in connection with the Services and we are your Processor, we shall:
a) Process the Personal Data only in accordance with your documented instructions (including as set out in the Order, where applicable);
b) comply with our obligations under the Data Protection Legislation when Processing Personal Data in connection with the Services;
c) ensure that only those Representatives who may be required to assist us in meeting our obligations under our Contract with you shall have access to the Personal Data;
d) implement appropriate technical and organisational measures to ensure an appropriate level of security for the Personal Data we hold, to preserve the confidentiality and integrity of such Personal Data and prevent accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to Personal Data Processed by us;
e) assist you in meeting your obligations under Data Protection Legislation, including:
i. providing you with the contact information of a representative to whom data protection related queries can be directed;
ii. providing information to assist you in any response to an enquiry from a competent authority;
iii. deleting and/or amending any Personal Data as requested by you;
iv. maintaining complete and accurate records of our Processing activities we undertake on your behalf in order to demonstrate compliance with Data Protection Legislation (“Records”);
v. at any time, on reasonable request from you, allow our business premises, Records and documentation which relate to Processing in connection with the Services to be inspected by you (and/or a competent authority and/or a third party instructed by you) during normal business hours to assess compliance with the terms of this clause and the Data Protection Legislation; and
f) notify you promptly where we become aware of: (a) a breach or suspected breach of the obligations in this Clause; (b) any actual, or suspected, unauthorised access, disclosure, use, Processing, transfer, deletion or reproduction of Personal Data; and/or (c) any loss, damage, destruction or corruption of Personal Data, (each a “Data Security Incident”).
11.3. In the event that we receive a Data Subject Request relating to any Personal Data you provide us we shall:
a) immediately notify you, providing details on the nature of the request;
b) not respond to the Data Subject Request unless directed to do so by you in writing (and in the form and content directed by you);
c) provide you with copies of any correspondence relating to the Data Subject Request, including any response given on the instructions of you.
11.4. The obligations in sub-clause 11.2 and 11.3 shall not apply to the extent that we are prevented from meeting our obligations on important grounds of public interest (within the meaning set out in the Data Protection Legislation).
11.5. We shall not sub-process any Personal Data you provide us without your prior written consent, not to be unreasonably withheld or delayed.
11.6. We shall not Process any Personal Data you provide us outside of the European Economic Area without your prior written consent, not to be unreasonably withheld or delayed.
(a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.
(b) You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract.
(a) If either of us serves a written notice under or in connection with the Contract, the notice shall be in writing, addressed to the other at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as the other may have specified in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail or via our Website.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); 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 or e-mail or via our Website, one Business Day after transmission.
(c) The provisions of this clause 12.2 shall not apply to the service of any proceedings or other documents in any legal action.
If any provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision under this clause 12.3 shall not affect the validity and enforceability of the rest of the Contract.
A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between us, nor constitute either of us the agent of the other for any purpose. Neither of us shall have authority to act as agent for, or to bind, the other in any way.
A person who is not a party to the Contract shall not have any rights to enforce any of its terms.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by us.
The Contract, 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.
We each irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Channel: any print, radio, television or online publication or service in which job vacancies can be advertised.
Charges: the charges payable by you for the Services in accordance with clause 4.
Data Controller, Data Processor, Data Subjects, Processing, and Personal Data: have the meanings given in Data Protection Legislation.
Data Protection Legislation: any law, statute, declaration, degree, directive, legislative enactment, order, ordinance, regulation or other binding restriction which relates to the protection of individuals with regards to the Processing of Personal Data to which a party is subject, including the GDPR (or in the event the GDPR is no longer directly applicable in England and Wales, all legislation enacted in England and Wales in respect of protection of Personal Data) and the Privacy and Electronic Communications (EC Directive) Regulations 2003.
Data Subject Request: a request made or notice given under Data Protection Legislation including requests made, or notices given, by Data Subjects
Intellectual Property Rights: patents, 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, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Force Majeure Event: an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, epidemic or pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
Representative: means an employee, officer, sub-contractor, representative, adviser or associate.
Term: the duration of the Contract as set out in clause 8.1.
Website: www.onefixmedia.co.uk, or other site as specified by us.
In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) 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; and
(e) a reference to writing or written includes faxes, e-mails and communications through the Website.