Woobe – Terms and Conditions of Business

1. Definitions

1.1 “Advert” means an individual job listing posted to our Website.

1.2 “Applicable Data Protection Laws” means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) which relates to the protection of individuals with regards to the Processing of Personal Data to which a Party is subject, including the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679), the UK GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003.

1.3 “Start Date” means the commencement date for the Services given in the Order Form signed between us or (for online orders) the date we accept your order.

1.4 “Fees” means the fees payable to us for the Services as set out in your Order Form or agreed to at the point of purchase.

1.5 “Minimum Term” means the minimum term you have agreed to for any Subscription Services as set out in your Order Form or Order Confirmation.

1.6 “Order Confirmation” means (for online orders) the email confirmation of your order.

1.7 “Services” means the Services set out in your Order Form or the services you selected to purchase on our Website.

1.8 “Subscription Services” means a subscription package purchased by you online or via an Order Form.

1.9 “Term” means the Minimum Term.

1.10 “We”, “our” or “us” means The Jobs Board Company Ltd with company number 10380014 of The Commercial Centre 6 Green End, Comberton, Cambridge CB23 7DY.

1.11 “Website” means https://woobe.co.uk/

1.12 “Website Terms of Use” means our website terms of use, available at: https://woobe.co.uk/website-terms-of-use/.

1.13 “UK GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the “Council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

2. The Terms

2.1 These terms and conditions (the “Business Terms”), along with the Website Terms of Use and your Order Form or Order Confirmation (each an “Agreement”) form the basis of the legal relationship between you and us under which we will agree to provide you with the Services.

2.2 The Business Terms apply to all Services orders whether completed online or using our Order Form.

2.3 A legally binding contract will, subject to any outstanding credit checks, be formed between you and us when:

2.3.1 in the case of online orders, we send your Order Confirmation; or

2.3.2 in the case of all other orders, we receive your signed Order Form.

3. Charges and Payment

3.1 In the case of orders completed by Order Form we will charge you the Fees on the basis set out in the Order Form by sending an invoice which will be payable by you within 30 days of the date of the invoice.

3.2 In the case of Orders completed on our Website our payment provider Stripe Payments Europe Ltd will charge you the Fees on the basis set out in your Order Confirmation. Such payments will be subject to Stripe Payments Europe Ltd.’s terms and conditions which can be found here: https://stripe.com/gb/checkout/legal

3.3 In the event any Fees are overdue, we may suspend the Services and charge interest at a rate of 5% above the base rate of Barclays Bank from to time, until the Fees are paid in full.

3.4 In the event any Fees are overdue in excess of 14 calendar days of receipt of a notice to pay (such receipt shall be deemed to be 2 working days after the date of such notice), we may terminate the Services and all outstanding Fees, including the fees for the Term, shall become payable in full immediately. For the avoidance of doubt, you shall remain liable for payment of all agreed Services notwithstanding such Services have been suspended.

4. Our Obligations

4.1 We will use reasonable endeavours to perform the Services in all material respects, including any performance dates (for which time shall not be of the essence).

4.2 We reserve the right to make changes to the Services if required for technical or legal reasons, provided that such changes do not materially affect the Services.

4.3 Except as expressly included in these Business Terms, the Services are provided “as is” and we disclaim all express or implied warranties of any kind, including but not limited to the implied warranties of no-infringement, fitness for purpose and warranties arising from a course of dealing.

5. Your Obligations

5.1 You will co-operate with us in all matters relating to the Services, provide us with such accurate and up-to-date information and materials as we may require to perform the Services, and ensure that you hold such licences, permissions and consents in relation to materials provided by you as are required for us to perform the Services.

5.2 You agree that you will comply with our Website Terms of Use when accessing and using our Website.

5.3 You warrant that any Adverts or other materials you provide to us shall not infringe the rights, including any intellectual property rights, of any third party and shall indemnify us 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 or incurred or paid by us arising out of or in connection with any claim brought against us for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt or use in the performance of the Services.

6. Availability

6.1 We will use reasonable commercial efforts to ensure that the Service is available for at least 99% of the time during any calendar month throughout the Term (excluding scheduled downtime)..

6.2 We will notify you of any period of scheduled downtime at least (3) days in advance. During any period of scheduled downtime, unavailability of the Service will be communicated to you via email or via your account login screen.

7. Intellectual Property

7.1 You warrant and represent that you are the owner or licensee of all intellectual property rights in any materials provided to us and hereby irrevocably agree that you will indemnify and hold us harmless from and against any claims, losses, costs or damages we incur that arise from or as a result of your breach of this warranty.

7.2 All intellectual property rights in our Website, the materials provided by us, our techniques and know-how and any intellectual property created during the provision of the Services shall belong exclusively to us.

8. Confidentiality

Each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to it by the other party for a period of three years from the Start Date.

9. Data Protection

9.1 For the purposes of this clause 9, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

9.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

9.3 The parties have determined that, for the purposes of Applicable Data Protection Laws, both will act as independent controllers in respect of personal data processed by them pursuant to any Agreement. However if, in the course of carrying out its obligations under any Agreement, it is determined that either party acts as processor for and on behalf of the other party, the following terms will apply:

9.3.1 the controller will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer and collection of the personal data for the duration and purposes of any Agreement; and

9.3.2 the processor shall:

  • process the personal data only on the documented instructions of the controller unless the processor is required by Applicable Laws to otherwise process that personal data (Purpose). Where the processor is relying on Applicable Laws as the basis for processing personal data, the processor shall notify the controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the processor from so notifying the controller. The processor shall inform the controller immediately if, in the opinion of the processor, the instructions of the controller infringe Applicable Data Protection Laws;
  • implement the necessary technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, which the controller has reviewed and confirms, acting reasonably, are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
  • ensure that any personnel engaged and authorised by the processor to process personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
  • assist the controller insofar as this is possible (taking into account the nature of the processing and the information available to the processor), and at the controller’s cost and written request, in responding to any request from a data subject and in ensuring the controller’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  • notify the controller without undue delay on becoming aware of a personal data breach;
  • at the written direction of the controller, delete or return personal data and copies thereof to the controller on termination of the agreement unless the processor is required by Applicable Law to continue to process that personal data; and
  • maintain records to demonstrate its compliance with this clause 9.

9.4 Without prejudice to the generality of clause 9.2, the controllers will ensure that they have all requirements in place to enable lawful transfer and collection of the personal data for the duration and purposes of this agreement.

10. Limitation of Liability

10.1 Nothing in these terms shall limit or exclude our liability for death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or for any matter for which it would be illegal for us to exclude or to attempt to exclude our liability.

10.2 We cannot guarantee that the Services will generate any applications or responses, or lead to any recruitment opportunities.

10.3 We shall not be liable for any pure economic loss, loss of profits, loss of business, loss of revenue, loss of contract, loss or depletion of goodwill and/or business opportunity, loss of anticipated earnings or savings or like loss; wasted management, operational or other time; or any special, indirect or consequential losses.

10.4 Our total liability under or in connection with the contract (whether in contract, tort, breach of statutory duty, restitution or otherwise) in respect of all and any loss or damage howsoever caused shall in no circumstances exceed the Fees actually paid by you as set out in the Order Form or Order Confirmation to which the loss relates.

10.5 Except as set out in the Agreement, all warranties, other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

11. Term and Termination

11.1 Either party may terminate the Agreement on 30 days’ notice in writing, or immediately in the event that the other party participates in or is subject to any winding up, liquidation or other analogous event.

11.2 Subscription Services have a minimum term of 12 months unless otherwise agreed with us. In the event of early termination, no refunds will be given, outstanding invoices shall remain payable, and the fees in respect of any outstanding minimum term shall become payable.

11.3 Without prejudice to any other remedy, we may terminate your account and any or all contracts and Services with immediate effect in the event of:

11.3.1 a material or persistent breach of the Agreement by you;

11.3.2 you not providing full or accurate contact or company information; or

11.3.3 us considering that you are acting inappropriately or illegally.

11.4 On termination for any reason you will immediately pay any and all unpaid Fees and, if you are receiving Subscription Services, we will invoice you for any Fees which have become payable but for which no invoice has yet been raised.

12. General Terms

12.1 Neither party shall be liable to the other for any failure to perform its obligations under the Agreement where such performance is delayed or prohibited by events that are beyond its reasonable control.

12.2 Neither party may assign its obligations under the Agreement without the other’s consent. Any notice given under these terms shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post to the registered office of the other party.

12.3 the Agreement constitutes the entire agreement between the parties. To the extent that any part of the Business Terms and an Order Form or Order Confirmation conflict, the Order Form or Order Confirmation shall prevail.

12.4 If part of the Agreement is invalid, illegal or unenforceable, that provision or part-provision shall be deemed deleted, and the validity and enforceability of the other provisions of the contract shall not be affected.

12.5 Nothing in the Agreement creates a partnership or joint venture of any kind between the parties. A person who is not a party to this contract shall not have any rights under or in connection with them.

12.6 Any variation of the Agreement must be agreed in writing and signed by us.

12.7 We reserve the right to vary these Business Terms or the Fees at any time at our sole, discretion provided that no such change shall be retrospective in its effect. We shall notify you of any Fee changes or changes to the Service that may materially adversely affect you and you shall have a period of [30] days from our notice to you to terminate this Agreement.  Where you terminate under this clause, we shall provide a pro-rated refund of the Fees, if applicable.

12.8 Clauses 7 to 11 inclusive shall survive termination of any Agreement between us.

The Agreement is governed by English law and subject to the exclusive jurisdiction of the courts of England.