Client Agreement

This Client Agreement (the “Agreement”) sets out the terms between the Client (“you”) and Job Heron (“we” or “us”) under which you may use our Service. The Service is the provision of an internet portal for you to place employment adverts and access the Curriculum Vitae (“CV”) of employment Candidates. Job Heron is operated by Jobodo Limited.

By accepting or requesting any services from Job Heron, you are deemed to accept the terms of this Agreement, which override any other terms proposed by you unless agreed in writing by a director of Job Heron. The following is agreed in consideration of the benefits set out herein:

www.JobHeron.co.uk is a site operated by JOBODO LIMITED. We are registered in England and Wales under company number 10342786 and we have our registered office at 80-90 Paul Street, London, United Kingdom, EC2A 4NE.

  1. 1. Definitions
    1. 1.1 Account: an account registered for a User with Job Heron for the use of its Services;
    2. 1.2 Administrator: a User who has administrative rights on behalf of a Client;
    3. 1.3 Advertisement: a notice placed on job-boards by Job Heron to attract Candidates;
    4. 1.4 Agreement: this agreement between Job Heron and the Client as set out in the above preamble;
    5. 1.5 Application: the package of Candidate information sent to Clients by Job Heron being, a CV and a scoring as to its suitability to an Advertisement;
    6. 1.6 Applicant Tracking System (ATS): the website portal available via the Job Heron website providing Clients with access to the Service;
    7. 1.7 Candidate: a potential employee who contacts Job Heron having viewed an Advertisement;
    8. 1.8 Client: you, the party contracting under this Agreement for the Services provided by Job Heron;
    9. 1.9 Credits: a unit of value solely within the Service, purchased for a Fee enabling a Client’s Users to use elements of the Service;
    10. 1.10 Data Controller: as defined in the Data Protection Act 1998 (“DPA”) and the EU General Data Protection Regulation (“GDPR”)
    11. 1.11 Data Processor: as defined in the DPA and the GDPR;
    12. 1.12 Fees: the fees payable by the Client to Job Heron in Pounds Sterling (GBP) for the Service as set out in this Agreement;
    13. 1.13 Intellectual Property Rights: patents, rights in designs, trademarks, trading, business or domain names and email addresses, copyrights (including any such rights in typographical arrangements, websites or software) whether registered or not and any applications to register or rights to apply for registration of any of the foregoing, rights in inventions, know how, trade secrets and other confidential information, rights in databases and all other intellectual property rights of a similar or corresponding character which subsist now or in the future in any part of the world;
    14. 1.14 Job Heron: the site operated by Jobodo Limited and used interchangeably to refer to Us, Jobodo Limited;
    15. 1.15 Job Heron Admin: the point of contact at Job Heron for Client’s Users;
    16. 1.16 Notices: notices between the parties to this Agreement as set out in herein;
    17. 1.17 Personal Data: as defined in the DPA and the DGPR;
    18. 1.18 Service: the services provided by Job Heron to the Client under this Agreement; and
    19. 1.19 Users: an individual acting on behalf of the Client and registered with Job Heron to use the Client’s Account.
  2. 2. Interpretation
    1. 2.1 In this Agreement unless otherwise specified:
      1. 2.1.1 Reference to a party is a reference to a party to this Agreement and includes its permitted assignees;
      2. 2.1.2 Reference to a statute or statutory instrument or any of its provisions is to be construed as a reference to that statute or statutory instrument or such provision as from time to time amended or re-enacted;
      3. 2.1.3 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders; and
      4. 2.1.4 Reference to clauses, paragraphs or schedules is to clauses or paragraphs of or schedules to this Agreement.
  3. 3. Account Creation
    1. 3.1 To use the Service, the Client must create an account online through the Job Heron website. Upon creation of the account a single user will be added to the account and will be designated as the Administrator by default.
    2. 3.2 Advertisements must be placed via the Applicant Tracking System, being Job Heron’s online portal, whereas all notices and other communication between the Client and Job Heron must be done through company emails addressed and delivered to the Job Heron Admin who will act on such instructions within a reasonable time and subject to the terms of this Agreement.
    3. 3.3 By email request to Job Heron Admin or within the ATS, the Administrator can add and remove any number of other Users to the account. The Administrator can reassign the Administrator role to one other User. Each account can only have a single Administrator.
    4. 3.4 Users can use the Service to the same extent as the Administrator save for the assignment of an Administrator and removal of Users, including adding other Users. Each User is not permitted to have more than one account.
    5. 3.5 The Administrator and Users must provide certain information, security details and a password to use the account. Similar information will be required for other Services such as API feeds and keys. Such information must be kept secure and confidential. Any breach of this clause must be notified immediately to Job Heron Admin and the password must be reset immediately. Job Heron will not be liable should such information be misused by the Client, its Administrator, its Users or a third party.
  4. 4. Credits
    1. 4.1 To use the Service, the Client through its Administrator and Users and via the ATS, must acquire Credits. Credits are non-refundable but are transferable between the Users upon request to Job Heron Admin. Credits cannot be transferred more than once except by request to Job Heron Admin.
    2. 4.2 Credits must be used within 12 months after which time they will be deducted from the account.
    3. 4.3 Upon the removal of a User by Administrator, that User’s Credits will be transferred to the Administrator’s account.
    4. 4.4 Benefits or discounts on future Credits can be earned by the Client for referrals of third parties to Job Heron which result in them opening and using an account.
  5. 5. Advertisement
    1. 5.1 The Client’s Advertisement must be posted to the ATS by the Administrator or any User sending instructions to Job Heron. Job Heron will endeavour to post the Advertisement within a reasonable time but makes to guarantees in this respect. Each Advertisement will reduce the number of Credits available to the Client according to the rates set out on the Job Heron website from time to time.
    2. 5.2 The Advertisements should not identify the Client as job-board guidelines may not permit it. Job Heron Admin will endeavour to avoid posting any identifying elements but makes no guarantee in this respect. In future Job Heron will offer a branded service so the Client may choose that option.
    3. 5.3 Instructions for Advertisements must contain the following information:
      1. 5.3.1 Job Title
      2. 5.3.2 Salary
      3. 5.3.3 Location
      4. 5.3.4 Term (contract or freelance and part-time or full-time)
      5. 5.3.5 An accurate and honest description of the role; and
      6. 5.3.6 Qualifications and experience required.
    4. 5.4 Instructions for Advertisements must have regard to all legal requirements and the terms of this Agreement, including but not limited to discrimination law. So as to comply with these requirements Job
    5. Heron will amend Advertisements. However, Job Heron will seek the prior consent of the Client before posting any amended Advertisements. Any such amendments may lead to delays in posting an Advertisement.
    6. 5.5 Advertisements will be assigned by Job Heron to relevant job-boards and categories at its discretion to ensure the closest fit. Job Heron may tailor Advertisements to satisfy job-board and category requirements. Before posting an amended Advertisement, Job Heron will seek the approval of the Client. Job-boards and categories may change without notice from time to time. Job Heron cannot make any guarantees as to the availability, accessibility nor conduct of a job-board.
    7. 5.6 Job-boards typically allow postings to remain for 28 days but this is not always the case. As a result of the limitations of various job-boards, Job Heron will use its discretion and post Advertisements for any period between 7 and 42 days. Further Credits may be used to extend that period, which will be considered as posting a new advertisement.
    8. 5.7 Advertisements cannot be amended once they are posted to a job-board. Advertisements may be removed upon instruction but Credits will not be refunded.
    9. 5.8 In future Job Heron will provide Services by means of API feeds. In these instances, Job Heron will contact the Client within a reasonable time to confirm any information and proceed with the posting of the Advertisement.
  6. 6. Replacement Credit Offer
    1. 6.1 Key aspects of the Job Heron replacement credit offer:
      1. 6.1.1 It is only available to new Clients for their first posting.
      2. 6.1.2 If Job Heron does not provide a Candidate who is hired by the Client within 35 days of the posting, a replacement credit to re-run the advert will be offered to the Client.
      3. 6.1.3 The Client will be entitled to one replacement credit only.
      4. 6.1.4 If the new Client fails to pay a Job Heron invoice within 7 days of the invoice due date, the replacement credit offer becomes void and this clause shall not apply.
      5. 6.1.5 The client must notify Job Heron between day 35-45 from the advert live date if their role has not been filled. Failure to do so will void the replacement credit offer.
  7. 7. Application
    1. 7.1 The Client can access Applications through the ATS for 2 months from the date of posting an Advertisement on a job-board but access to the Applications beyond that period is not guaranteed.
    2. 7.2 Job Heron reserves the right to charge a monthly fee to search historic Applications but makes no guarantees that past Applications will remain available.
    3. 7.3 At a future date, yet to be determined, an advanced search feature for Applications will be available to the Client for a Fee.
    4. 7.4 Job Heron will also provide the ability to search its database of CVs.
    5. 7.5 Job Heron cannot guarantee the Client will retain exclusivity of the Candidates whose CVs they have been forwarded.
    6. 7.6 Job Heron will use its reasonable endeavours to amend CVs so that they are in a standard format but makes no guarantees as to this. CVs may originate via third parties and Job Heron is dependent on the quality of those third party CVs.
    7. 7.7 It is the Client’s reasonability to use their judgment in selecting Candidates from the information provided by Job Heron which is provided to assist the Client.
    8. 7.8 At a future date, yet to be determined, Job Heron can request that Candidates complete equal opportunity monitoring forms and this can be provided to the Client in an anonymised format if there are sufficient Candidates to ensure the information is anonymised.
    9. 7.9 The Client acknowledges that nothing in these terms operates as a grant of any intellectual property rights that subsist in the curriculum vitae received and the Job Heron database of CVs.
    10. 7.10 CVs will be sent to the Client as and when they are ready to be. In future API feeds will allow the Client to access CVs directly. The Client must not refresh the feeds more than once every 30 minutes.
  8. 8. Applicant Tracking System
    1. 8.1 The ATS is the online portal through which the Client and Job Heron and Candidates interact in accordance with this Agreement. Job Heron will use its best endeavours to ensure access at all times but makes no guarantee in this regard.
    2. 8.2 Use of the ATS requires technical hardware, software and knowhow which the Client must ensure it and its Users have. Job Heron reserves the right to change such requirements with reasonable notice.
    3. 8.3 The Client must ensure that use of the ATS and communications must comply with all applicable laws and the Terms of this Agreement, including employment law. The Client must ensure its Users remain courteous and respectful in their use of the ATS and other communications.
    4. 8.4 The Client will indemnify Job Heron for any loss arising from the misuse of the ATS and other communications, including legal costs.
    5. 8.5 The Client will assume responsibility for the conduct and expense of any dispute arising between it and a Candidate.
  9. 9. Intellectual Property
    1. 9.1 Subject to the payment of all Fees and other sums due to Job Heron under this Agreement, Job Heron grants the Client a non-exclusive, non-transferable, worldwide licence for the term of the Agreement to use all Candidate information in accordance with the terms of the Agreement and solely for the purpose of recruitment through the Job Heron ATS.
    2. 9.2 The Client acknowledges that Job Heron (or its licensors) is the owner of all intellectual property rights in the Job Heron databases of Candidate information, Advertisements, the Job Heron brand, the Job Heron ATS and any other applications provided, from time to time, as part of the Service, and that nothing in this Agreement shall result in the Client owning any intellectual property rights in the Services and its components.
    3. 9.3 The Client acknowledges that excluding clause 9.1, this clause 9 shall survive termination of this Agreement.
    4. 9.4 The Client shall not:
      1. 9.4.1 Alter, adapt, reverse engineer or decompile the ATS or any other applications provided, from time to time, as part of the Service;
      2. 9.4.2 Reproduce or deal in the Job Heron databases (in whole or in part) in any way;
      3. 9.4.3 Make copies of the Job Heron databases;
      4. 9.4.4 Make the Job Heron databases and ATS and applications available to any third party;
      5. 9.4.5 At any time during the Term or after termination of the Agreement, use or exploit, or allow any third party to use or exploit, the Job Heron databases, ATS and applications, to design, develop or otherwise commercially exploit any product that competes, or may compete with the Service.
  10. 10. Confidentiality
    1. 10.1 Each party shall keep secret and confidential all confidential information of the other and shall not (and shall procure that its employees and/ or officers shall not) copy, use or disclose any such information to any third party, other than as may be necessary to comply with its obligations under this Agreement.
    2. 10.2 The obligation of confidence shall not apply where the Confidential Information:
      1. 10.2.1 Is required to be disclosed by operation of law;
      2. 10.2.2 Was in the possession of the recipient prior to disclosure by the other party;
      3. 10.2.3 Is subsequently acquired from a third party without any obligation of confidence;
      4. 10.2.4 Is or becomes generally available to the public through no act or default of the recipient; or
      5. 10.2.5 Is disclosed on a confidential basis for the purposes of obtaining professional advice.
    3. 10.3 The Client hereby gives Job Heron permission to disclose them as a Client of Job Heron in the promotion of Job Heron’s Services. The Client hereby allows Job Heron to use its company name and logo and any other material but subject to the limitations set out in this Agreement.
    4. 10.4 This clause 10 shall continue in force notwithstanding the expiry or termination of this Agreement, whatever the reason for such termination.
  11. 11. Data Protection
    1. 11.1 Each party shall comply with the provisions of the DPA and GDPR and shall not do anything which may cause the other party to infringe the DPA and GDPR. Terms in this clause bear the same meaning as those in the DPA and GDPR.
    2. 11.2 Each party acknowledges that Job Heron is the Data Processor (as defined in the DPA and GDPR) of personal data the subject of the Service.
    3. 11.3 Each party acknowledges that they are Data Controller (as defined in the DPA and GDPR) of personal data the subject of the Service.
    4. 11.4 Each party warrants that it has made all registrations required of it under any applicable data protection legislation and in respect of any Personal Data (as defined in the DPA and GDPR) processed by a party in connection with this Agreement, and each party warrants to the other that it complies, and shall continue to comply, with all applicable provisions of the DPA, GDPR and/or other applicable data protection legislation, including data protection principles.
    5. 11.5 Each party warrants to the other that it has in place and undertakes to maintain throughout the Term appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, loss, damage, or disclosure of any personal data and adequate security programs and procedures to ensure that unauthorised persons do not have access to any equipment used to process such data, but each party recognises that in the context of the Internet there can be no absolute guarantee that authorised or unlawful access, processing or similar will not occur.
    6. 11.6 Subject to this clause 11, the Client hereby permits Job Heron to use all data for the provision of the Service and to provide it with marketing information of other Job Heron services and other activities and those of third parties.
  12. 12. Fees
    1. 12.1 The Fees payable by the Client to Us for the Services as set out on the Job Heron website.
    2. 12.2 The Services will only be available following cleared payment.
    3. 12.3 The Fees do not include VAT which the Client shall pay in addition to the Fees at the rate prevailing on the date of payment. Any sums payable by the Client shall be paid clear of any deductions, withholdings, set offs or counterclaims, except any deduction or withholding which may be required by law in relation to tax.
    4. 12.4 Job Heron may increase the Fees payable without notice.
    5. 12.5 If Job Heron has agreed to a fixed price in relation to any particular Services, then Job Heron reserves the right to amend the fixed fee without notice to the Client if:
      1. 12.5.1 The cost to Job Heron of any resources or materials increases and such an increase is beyond the Job Heron’s reasonable control; or
      2. 12.5.2 Any delay is caused by the Client or by the Client’s failure to give Job Heron adequate instructions or information in response to Job Heron’s reasonable requests; or
      3. 12.5.3 The scope of, or functionality required in, the Services changes or increases as a result of the Client’s changes, requirements or instructions; or
      4. 12.5.4 There is any increase in the cost of Third party materials or Third party services which Job Heron employs for the provision of the Service.
  13. 13. Term
    1. 13.1 This Agreement shall commence upon creation of an account and shall (except as expressly provided for in this Agreement) continue in force until termination by either party giving not less than 1 months’ notice of termination at any time to the other party.
  14. 14. Termination
    1. 14.1 Either party may terminate this Agreement immediately by notice in writing if the other party commits a material breach of any of the terms of this Agreement (including without limitation late payment) and, if such breach is capable of remedy, fails to remedy the breach within 7 days from the terminating party specifying the breach and requiring the breach to be remedied.
    2. 14.2 Job Heron may terminate this Agreement immediately without notice if:
      1. 14.2.1 The Client enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of a solvent amalgamation or reconstruction);
      2. 14.2.2 Becomes insolvent;
      3. 14.2.3 Ceases or threatens to cease to carry on business;
      4. 14.2.4 Compounds or makes any voluntary arrangement with its creditors;
      5. 14.2.5 Is the subject of a notice of appointment of an administrator, or a notice of intention to appoint an administrator or liquidator;
      6. 14.2.6 Is unable to pay its debts as they fall due;
      7. 14.2.7 Has an encumbrancer take possession of, or a receiver or administrative receiver appointed over, all or any part of its assets; or
      8. 14.2.8 Takes or suffers any similar action due to debt; or
      9. 14.2.9 If the equivalent of any of the events described at clause 15 below under the law of any jurisdiction occurs.
    3. 14.3 The Client must notify Job Heron in writing within 5 days if any of the events described at clause 15 below occur.
    4. 14.4 The expiry or termination of this Agreement for any reason shall not affect any rights and/or obligations:
      1. 14.4.1 Accrued before the date of termination or expiry; or
      2. 14.4.2 Expressed or intended to continue in force after and despite expiry or termination.
  15. 15. Warranties
    1. 15.1 Each party warrants to the other that:
      1. 15.1.1 It has full capacity and authority to enter into and perform its obligations under this Agreement;
      2. 15.1.2 It will perform its obligations under this Agreement with all due skill, care and diligence; and
      3. 15.1.3 This Agreement is executed by its duly authorised representative.
    2. 15.2 Job Heron warrants that the Client’s use of the Service in accordance with this Agreement will not infringe any third party Intellectual Property Rights.
    3. 15.3 The Client warrants that Job Heron’s possession and/or use of the Advertisements will not infringe any intellectual property rights of any third party.
    4. 15.4 Save as expressly provided in this Agreement, all warranties, conditions, or other terms implied by statute, common law or otherwise are excluded.
  16. 16. Indemnities
    1. 16.1 The Client shall indemnify without limit and hold harmless Job Heron from and against all and any losses, liabilities, demands, claims, costs and expenses (including legal costs and disbursements on an indemnity basis) and damages incurred or suffered by Job Heron, and any damages awarded against Job Heron, arising directly or indirectly as a result of or in connection with any claim that:
      1. 16.1.1 The Advertisement infringes any Intellectual Property Rights of any third party or are libellous, defamatory or obscene; and/ or
      2. 16.1.2 The use of the Personal Data breaches any relevant data protection or privacy laws or regulations.
      3. 16.1.3 Arises from communications between a Client and a Candidate.
    2. 16.2 In relation to any breach of warranty under clause 15, Job Heron may:
      1. 16.2.1 Modify the Service so that it is non-infringing; and/or
      2. 16.2.2 Replace the infringing Service with another non-infringing materially equivalent Service.
  17. 17. Limitation of Liability
    1. 17.1 The liability of each party to the other under or in connection with this Agreement, whether arising from contract, negligence or otherwise, shall be limited as follows:
      1. 17.1.1 For liability arising from death or personal injury to persons caused by negligence, or for fraudulent misrepresentation, there shall be no limit;
      2. 17.1.2 For any other liability, the aggregate liability arising from any single event or series of connected events shall be £ 10,000.00.
    2. 17.2 Neither party shall be liable for loss of profit, loss of business, loss of goodwill or loss of data or for any indirect or consequential losses.
  18. 18. Force Majeure
    1. 18.1 Neither party shall be liable for any breach of this Agreement directly or indirectly caused by circumstances beyond the reasonable control of that party and which prevent that party from performing its obligations to the other, provided that a lack of funds shall not be regarded as a circumstance beyond that party’s reasonable control.
  19. 19. Notices
    1. 19.1 Subject to clause 19.2, notices between the parties relating to this Agreement must be in writing through company emails addressed and delivered the other party. Alternative details may be notified by a party in writing for the purposes of this clause. Job Heron will also post its Notices to the Client’s ATS.
    2. 19.2 Notices of Termination must be sent by prepaid first class post.
    3. 19.3 Notices shall be treated as received as follows: if sent by first class post, 48 hours after posting; if sent by email when a delivery receipt is received. Any notices that would be treated as received out of Business Hours shall be deemed given on the next business day.
  20. 20. General
    1. 20.1 Neither party shall assign, transfer, charge, create a trust over or otherwise deal in its rights and/or obligations under this Agreement (or purport to do so) without the other party’s prior written consent which shall not be unreasonably withheld or delayed.
    2. 20.2 Nothing in this Agreement may be construed as creating a relationship of agency, employment or joint venture between the parties.
    3. 20.3 Unless the right of enforcement is expressly granted, it is not intended that any provision of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.
    4. 20.4 A failure or delay by Job Heron to exercise any right or remedy under this Agreement shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.
    5. 20.5 This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts or arrangements (including any usage or custom and any terms arising through any course of dealing) of any kind between the parties relating to its subject matter.
    6. 20.6 This Agreement may be amended, superseded, or cancelled (or any of its terms and conditions waived) only by written instrument signed by or on behalf of the Client and Job Heron, or in the case of waiver, of the party waiving compliance.
    7. 20.7 Each of the provisions contained in this Agreement shall be construed as independent of every other such provision, so that if any provision of this Agreement shall be determined by any court or competent authority to be illegal, invalid and/ or unenforceable then such determination shall not affect any other provision of this Agreement, all of which other provisions shall remain in full force and effect.
    8. 20.8 This Agreement shall be governed by and construed in accordance with English law.
    9. 20.9 The English courts shall have exclusive jurisdiction to determine any disputes which may arise out of, under, or in connection with this Agreement.