Terms of use of the workcircle site (hosted at www.workcircle.co.uk) (the 'Site') and the workcircle service (the 'Service') applicable to Advertisers (September 2018 edition)

The Site and the Service:
1. The Site and the Service are owned, managed and operated by Adeevo Limited ('Workcircle'), a company incorporated in England under company no 05579671, of Suite 3B2, Northside House, Mount Pleasant, Cockfosters EN4 9EB, United Kingdom. Workcircle is registered under data protection legislation. 'Workcircle Limited' (company number 0720843) is a separate company, wholly owned by Adeevo Limited.
2. The Site is an electronic website publication, hosted at www.workcircle.co.uk, and displaying Adverts which are summarised work opportunities collected from agencies, prospective engagers, and other Advertisers. The Service means the services provided by Workcircle to Workseekers, ancillary to the Site itself, and including the provision, by email and otherwise, of Adverts matching specified criteria.
3. The Workcircle search engine allows Workseekers to specify their own search criteria, to view only those Adverts which match them, and then to click-through, either
  1. (CPC) directly to the Advertiser's own site to view full details of the work opportunity and the Advertiser's details; if the work opportunity is of interest, the Workseeker then deals directly with the Advertiser.
  2. (CPA) to an Application Page, from which a Workseeker may submit an application directly to the Advertiser; thereafter, the Workseeker will deal directly with the Advertiser.
4. A Workseeker may also choose to receive email or RSS notification of future Adverts matching specified criteria.
5. Emails giving notification of Adverts matching specified criteria may also be sent by Workcircle as and when requested by Advertisers, and containing click-through links, either to the Advertiser's own site (as CPC above) or to an Application Page (as CPA above).
6. The terms on which Workseekers are permitted access to the Site and use of the Service can be viewed at www.workcircle.co.uk/terms.
Definitions:
1. 'Advert' means a summarised Opportunity as it appears on the Site or as distributed by the Service, and including
  1. where an Advert is hosted on the CPC basis, a link to the Advertiser's own site.
  2. where an Advert is hosted on the CPA basis, a link to an Application Page.
2. 'Advert Collection Method' means the method of collection specified as such from time to time by the Advertiser on the Portal.
3. 'Advertiser' means a person making use of the Site and/or the Service to advertise work opportunities; an Advertiser may be an employment agency or business, a 'job board', or may itself be a prospective engager.
4. 'Application' (applies to CPA only) means an application submitted by a Workseeker via an Application Link for an advertised Opportunity
5. 'Application Link' (applies to CPA only) means the facility on an Application Page whereby a Workseeker may submit an Application by email direct to the Advertiser
6. 'Application Page' (applies to CPA only) means a web page created and hosted on the Site in relation to an Opportunity, accessed by via URL from the related Advert, containing text content to be provided by an Advertiser about the Opportunity, and affording the facility of an Application Link.
7. 'CPA' (Charge per Application) means the service offered whereby further details of Advert are hosted on an Application Page, and a charge is applied by Workcircle for each Application submitted by a Workseeker via an Application Link on the Application Page.
8. 'CPC' (Charge per Click-through) means the service offered whereby Adverts are hosted on the basis that a charge is applied for each click-through on a unique URL allocated by Workcircle.
9. 'Day' means any period commencing 0000 hours and ending 2359 hours, according to the currently prevailing UK time.
10. 'Identifier' means the information which is stored by Workcircle, and represents the IP address and unique browser ID of the computer initiating the click-through, when (CPC) a Workseeker click-throughs on a Unique URL, or when (CPA) when a Workseeker submits an Application via an Application Link.
11. 'Opportunity' means an opportunity for an employment position or a contract engagement.
12. 'Personal Data' means:
  1. any information or data about an identifiable individual, including names, email addresses, postal addresses, telephone numbers, government identification numbers, financial account numbers, payment card information, credit report information, biometric data, IP addresses, network and hardware identifiers, and geolocation data; and
  2. any Data that is not specifically about an identifiable individual but, when combined with other Data, may identify an individual.
13. 'Portal' means the advertiser management site at manage.www.workcircle.co.uk, to which the Advertiser may log in to edit or remove Adverts, to obtain details of billings, and to authorise changes to the Monthly Cap and other account details.
14. 'Privacy Laws' means all such of the following as may be applicable: (a) the General Data Protection Regulation ((EU) 2016/679) ('GDPR'), any national implementing laws, regulations and secondary legislation, and any successor legislation substantially re-enacting and/or replacing the same; and (b) any other privacy, data security, and data protection laws, directives, regulations, and rules in any jurisdiction applicable to a party to this Agreement.
15. 'Unique URL' (applies to CPC only) means a URL uniquely allocated to an Advert by Workcircle, and directed to the Advertiser's own web page.
16. 'Workseeker' means any visitor to the Site and/or user of the Service.
Workcircle obligations
1. Workcircle will extract details of current Opportunities offered by the Advertiser by the Advert Collection Method, and the Advertiser agrees to permit Workcircle remote access to its systems, limited to that purpose; Workcircle may also accept details of Opportunities submitted directly by Advertisers.
2. Workcircle will
  1. index keywords appearing in each collected Opportunity, create an Advert in Workcircle's standard format and incorporating (if CPC) a Unique URL or (if CPA) a link to an Application Page, and incorporate the Advert within the Site database
  2. (CPA only) create and host an Application Page, containing an Application Link
  3. make the Advert accessible to Workseekers searching the Site
  4. notify any Workseeker whose specified criteria are matched by the Advert and who have a currently pending request for notification
  5. remove an Advert within a reasonable time after it detects that from the Advert Collection Method that the Opportunity it represents is no longer offered on the Advertisers own site
  6. where the Advert Collection Method is by bulk upload or via a re-poster, the Advertiser may edit or remove Opportunities in the Advertiser's own source file (or as provided to the re-poster), and such Opportunities will when next extracted by Workcircle replace the Advertiser's Adverts previously displayed on the Site
  7. where other Advert Collection Methods are used, Workcircle will permit the Advertiser via the Portal to directly edit or remove the Adverts which have been extracted from its Opportunities
  8. where CPA applies, Workcircle will permit the Advertiser via the Portal to directly edit the Advertiser's text content on the Application Page
3. Where CPC applies, when a Workseeker uses a web browser to click-through on a Unique URL,
  1. The Workseeker's web browser will be directed to the Advertiser's own web page, which will open in a new browser window
  2. Workcircle will create a billing record, consisting of the Identifier, and the date and time.
4. Where CPA applies, when a Workseeker submits an Application from an Application Page via an Application Link,
  1. An email will be sent to the email address provided by the Advertiser, with attached thereto any CV uploaded by the Workseeker
  2. Workcircle will create a billing record, consisting of the Identifier, and the date and time.
5. Workcircle will make reasonable efforts to identify incidences where what appears to be the same Opportunity is offered by more than one Advertiser, and where such apparently duplicated Opportunities are detected, only one Advert will be displayed on the Site; Workcircle may at its discretion allow Advertisers offering the same Opportunity the opportunity to bid a premium price for an Advert in exchange for such higher degree of prominence as Workcircle may offer.
6. Workcircle may at its discretion may allow Advertisers the opportunity to bid a premium price for an Advert in exchange for such higher degree of prominence as Workcircle may offer, on returning the results of a search to a Workseeker
7. Workcircle reserves the right in its absolute discretion to refuse or remove any Advert (without being required to give reasons), to edit or classify any Advert as it sees fit, and to withdraw the use of the Site and/or the Service from any person without notice and without being required to provide reasons.
8. Workcircle will provide the Advertiser with access to the Portal.
9. Workcircle will make reasonable efforts to correct any errors notified to it within a reasonable time.
10. So far as is practicable the Site is available on a 24 hour 7 day basis; it is however technically impossible to provide a fault-free service, and the Site and the Service are provided 'as is' and without warranties of any kind, express or implied (other than warranties not capable of exclusion); whilst Workcircle will use reasonable efforts to ensure that the Site is available at all times, to keep unavoidable interruptions to a minimum, and to give notice of anticipated interruptions, there will inevitably be times when the Site and/or the Service are unavailable.
11. Workcircle will provide support to Advertisers by email to Advertisersupport@workcircle.co.uk during the hours of 0900-1700 Mondays to Fridays (excluding UK statutory and bank holidays).
12. Workcircle may at its discretion publish Adverts elsewhere by making access to the Workcircle service available from other websites, either under the Site's or Workcircle's own name, or under different branding.
Advertiser obligations
1. It is the Advertiser's responsibility
  1. (CPC only) to ensure that the webpage to which the URL relates is and remains accessible to internet users, so that click-throughs are actually able to reach the relevant webpage
  2. (CPA only) to ensure that the information contained in the text content provided by the Advertiser and displayed on the Application Page is accurate, adequately comprehensive, and up to date
  3. (CPA only) to use reasonable efforts to ensure that any application made for an Opportunity by a Workseeker responding to the Advert is made only via the Application Link
  4. to ensure that all details in relation to the Advertiser held by Workcircle are accurate and remain up to date.
2. Access to the Portal is obtained by personal password; it is the Advertiser's responsibility to ensure that any password issues to it is kept wholly confidential and secure, and to immediately notify Workcircle if at any time the Advertiser has reason to believe that its password has become known to or capable of use by anyone else. Workcircle may from time to time give the Advertiser reasonable notice requiring a change of password.
3. The Advertiser acknowledges that it is wholly responsible for all use of the Site and the Portal on its account when accessed by its password, and any use of the Site and/or the Portal when accessed by any such password is conclusively deemed to be authorised by the Advertiser.
4. The Advertiser must ensure that its use of the Site and the Portal (and in particular, the detail of each Opportunity made available to Workcircle, whether by the Advert Collection Method or otherwise, and which thereafter becomes viewable by Workseekers, whether by clicking-through from the Site or an email distributed by the Service, or on an Application Page) is in no way unlawful, and complies in every way with these Advertiser terms and with all applicable legal requirements;. The Advertiser will fully indemnify Workcircle against any liability Workcircle may incur as a result of any use by any user authorised by the Advertiser which is unlawful, or is in any way in breach of these Advertiser terms.
5. The Advertiser will give Workcircle reasonable advance notice of any required change affecting the Advert Collection Method.
Charging and payment
1. CPC only: The Advertiser will pay a fee to Workcircle in respect of each Advert calculated as follows:

(Number of click-throughs) * (Charge per Click-through)

provided that

only one fee will be charged in respect of multiple click-throughs from the same Identifier in the course of a Day
Workcircle intends that only click-throughs made in good faith by Workseekers seeking more information on Adverts should be chargeable; no charge will be made for any click-throughs made by Workcircle for testing purposes, and Workcircle will make reasonable efforts to ensure that click-throughs from third party 'robots' and other automated methods of clicking are not charged; Workcircle will on request cancel any click-through charge where there are reasonable grounds to suspect it to have been other than in good faith by a Workseeker.

CPA only: The Advertiser will pay a fee to Workcircle in respect of each Application:

(Number of Applications) * (Charge per Application)

provided that

only one fee will be charged in respect of multiple Applications for the same Opportunity from the same combination of Workseeker and Identifier
Workcircle intends that only Applications made in good faith by Workseekers seeking to apply for Opportunities should be chargeable; no charge will be made for any use by Workcircle for testing purposes; Workcircle will on request cancel any application charge where the Advertiser can show that there are reasonable grounds to believe it to have been submitted other than in good faith by a Workseeker.

Charges to date may be applied periodically during a month, and in any event at the end of each month, to the credit card of which details have been provided, and details of the amounts charged can be viewed on the Portal at any time. A log showing the Identifier, date, and time for each click-through or Application charged can be viewed via the Portal.
The total charges in any calendar month will not exceed the Monthly Cap at the time the charges were applied; the Advertiser may change the Monthly Cap by logging in to the Portal at any time; any increase will take immediate effect, and any reduction will take effect the following Day.
It is the Advertiser's responsibility to monitor the charges applied and (when required) to change the Monthly Cap. If the Monthly Cap is reached and the Advertiser has not authorised an increase, Workcircle may withdraw the Advertiser's Adverts and cease collecting details of current Opportunities, until the earlier of the Monthly Cap being increased, and the beginning of the next calendar month.
All charges are subject to VAT as applicable; a VAT invoice will be available for download via the Portal at the end of each month.

Confidentiality, Copyright, and Trade Marks
1. Workcircle will keep all information obtained from by the Advertiser confidential, and will not use such information for any purpose other than providing the Site and the Service; information about Opportunities will not be used, other than for display in an Advert.
2. The Advertiser may not use information obtained from Workcircle for the purposes of providing or advertising any site or service competing with the Site and/or the Service provided by Workcircle.
3. The copyrights in Adverts (including any content provided for an Application Page) are owned by the Advertiser, and the Advertiser grants Workcircle licence to extract details of current Opportunities offered by the Advertiser by the Advert Collection Method, to process them to produce Adverts in the Site's standard format, to add the Adverts to the Site database, and to make them available for viewing by Workseekers (including, in the case of CPA, displaying the content on an Application Page).
4. The copyrights and database rights in the collection of Adverts hosted on the Site are owned by Workcircle. All copyrights and other intellectual property rights in any other items on the Site (including text, graphics, images, logos, button icons, HTML code and other software) are reserved to (and are the sole property of) Workcircle.
5. Any use of the Site and/or the Service beyond that expressly permitted by these Terms is prohibited and unlawful. In particular, the following are not permitted:
  1. any form of automated access to or use of the Site (meaning access or use other than by an individual using an unmodified web browser of a type in general use by consumers) without Workcircle's express consent; and
  2. attempts to decipher, decompile, disassemble or reverse engineer any of the software comprising or used on or in connection with the Site.
6. www.workcircle.co.uk and 'Workcircle' are trade marks, and are the sole and exclusive property of Workcircle.
Data Protection
1. Each party will
  1. comply with all applicable requirements of the Privacy Laws; this clause is in addition to, and does not relieve, remove or replace, a party's obligations under the Privacy Laws
  2. treat Personal Data provided by the other as confidential information, and use it so far as necessary for the proper performance of this Agreement, but not further or otherwise
  3. ensure that, in relation to any Personal Data to be provided to the other, it has all necessary appropriate consents and notices in place to enable lawful transfer of that Personal Data, for the duration and purposes of this Agreement
  4. provide adequate and timely privacy notices to individuals who are the subjects of Personal Data.
2. The nature of the relationship constituted by this Agreement is such that the parties envisage that each party will be a data controller, and neither will be in the position of data processor in relation to the other.
Termination
1. This agreement will continue until terminated by either party giving the other notice to terminate; such notice may be immediate, and shall take effect on the date the notice itself provides.
2. On termination all Adverts, Application Pages, and settings may be immediately deleted, and no click-throughs or Applications submitted after termination shall be charged; whilst Workcircle may retain records for a reasonable period or as required by law, such archived records will not generally be accessible to the Advertiser.
3. Termination shall be without prejudice to any rights and remedies either party may have under this agreement or in Law. On termination any obligation of a continuing nature shall survive.
Liability
1. The Advertiser agrees to indemnify Workcircle against any liability or loss Workcircle may incur as a result of any wrongful or unlawful act by the Advertiser in connection with its use of the Site and/or the Service.
2. The Site and its infrastructure offer a highly automated internet- and software-based service; they are offered to Advertisers 'as is', and the Advertiser acknowledges that it is not technically practicable to guarantee freedom from error. If any errors are found to exist they shall not constitute a breach of these terms, and shall not give rise to any liability on the part of Workcircle.
3. All material published by Workcircle is published in good faith, but no responsibility is accepted for its accuracy, and no liability is accepted for any errors, or for any losses that may be incurred if any such material is relied on. Workcircle specifically disclaims all and any liability for loss or damage of any kind and howsoever arising, whether due to inaccuracy, error, omission, or any other cause, and whether on the part of Workcircle or on the part of any other.
4. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, WORKCIRCLE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE AND THE SERVICE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
5. IN NO EVENT WILL WORKCIRCLE BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHICH MAY ARISE IN RESPECT OF THE SITE OR THE SERVICE, ITS USE, OR IN RESPECT OF PROPERTY, OR FOR LOSS OF PROFIT, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS, EVEN IF WORKCIRCLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.
6. IF ANY EXCLUSION CONTAINED IN THESE TERMS SHALL BE HELD TO BE INVALID FOR ANY REASON AND WORKCIRCLE BECOMES LIABLE FOR LOSS OR DAMAGE THAT MAY LAWFULLY BE LIMITED, SUCH LIABILITY SHALL BE LIMITED TO THE HIGHER OF £100 AND THE TOTAL CHARGES MADE TO THE ADVERTISER IN THE THREE MONTH PERIOD IMMEDIATELY PRECEDING ACCRUAL OF THE CAUSE OF ACTION.
7. Workcircle does not exclude liability for death or personal injury to the extent only that it arises as a result of its negligence (or that of others for whose acts and defaults they may be legally liable).
Miscellaneous
1. Force Majeure
  Workcircle shall not be liable for any failure to fulfil its obligations caused by circumstances beyond its reasonable control, provided that it has made reasonable efforts to fulfil its obligations under this agreement.
2. Notices
  Notices for Workcircle may be sent to notices@workcircle.co.uk. All notices shall be sent by e-mail where practicable, or may be given in writing, and shall be deemed to have been duly given when delivered by hand, posted by first class post or sent by fax or email to the party to which such notice is required to be given at the business address and/or fax number and/or email address stated on signup or to such other address or fax number or email address as such party may have specified to the other in writing. Notices shall be deemed received when the earliest of the following occurs:
  - Notices delivered by hand or sent by fax or email shall be deemed received the first working day following such delivery or sending
  - Notices which have been posted as above shall be deemed received on the second working day following posting.

Severability
If any provision of these Advertiser terms shall be determined to be invalid, such provision shall be deemed omitted; the remainder of these terms shall stand.
Waiver
Failure or neglect by Workcircle at any time to enforce any of these terms shall not be a waiver of its rights and shall not prejudice its rights to take action in respect of the same or any later breach.
Variation
Workcircle has the right to change these terms at any time by giving notice by email; if the Advertiser continues to make use of the Site and/or the Service, the Advertiser will be deemed to have accepted any such change and will thereafter be bound thereby.
Entire Agreement
By using the Site and/or the Service, the Advertiser accepts these Advertiser terms. These Advertiser terms supersede all prior agreements and are complete and exclusive. No oral or written information given by Workcircle or on its behalf shall create a warranty or collateral contract, or in any way increase the scope of its liability, and the Advertiser may not rely on any such information. Except as otherwise provided, no addition, amendment or modification of these Terms shall be effective, unless in writing and signed or accepted by Workcircle.
Law
These Terms shall be governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction in all matters arising.