Please read these Terms and Conditions (Conditions) of service carefully before registering with Franklin Apprenticeships LLC (“the Company”).
These Conditions constitute a binding agreement between the Customer and the Company in relation to the use of the Website in accordance with the contract entered into between the Company and the Customer, and by registering with, using, and/or uploading to this Website, or for any Service on the Website, the Customer signifies their acceptance of these Conditions and their continued use of the Website and the Services shall also indicate their ongoing acceptance of these Conditions. The Company reserves the right to amend, remove or add to these Conditions at any time without notice, however the Company will endeavour to give the Customer notice of such amendments as soon as it is reasonably practicable to do so. Such modifications shall be effective immediately. Accordingly, the Customer should continue to review these Conditions whenever accessing or using this Website. If the Customer does not agree with all of these Conditions, then the Customer should not proceed to use the Website or register for any of the Services.
1.1 In these Conditions:
“Advertisement” shall mean all advertising material or promotional material supplied by the Customer for placement on the Website.
“Agency” shall mean a person, partnership or limited company carrying on the business of an employment agency or a recruitment agency.
“Charges” shall mean the fees and any other applicable charges payable by the Customer for the provision of the Services.
“Commencement Date” shall mean the date on which you agree to be bound by these Conditions and conditions.
“Company” shall mean Franklin Apprenticeships LLC.
“Conditions” shall mean these Conditions and conditions which form the basis of the contract entered into between the Company and the Customer for the provision of the Services.
“Confidential Information” shall mean all information provided in relation to accessing the Services including, among other things, any and all data uploaded by you in order to use the Services;
“Customer” shall mean any person or body corporate to whom the Services are provided.
“Resume” shall mean an individual's resume.
“Resume Search Facility” shall mean the facility provided by the Company through the Website which allows the Customer to search the Company’s database of Jobseeker’s resumes and which are then made available to the Customer in accordance with these Conditions.
“Order Form” shall mean where the Customer is an Agency, the Company’s Order Form.
“Party” shall mean a party to these Conditions (and “Parties” shall be construed accordingly) and shall include its successors in title and permitted assignees.
“Services” shall mean the publication and reproduction of the Advertisement on the Website as specified in the Order Form, access to the Resume Search Facility and any other related services agreed in writing which are to be provided by the Company to the Customer in accordance with these Conditions.
“Jobseeker” shall mean any person who uses the Website in order to find potential employment or otherwise, and who may upload their Resume onto the Website and create an individual profile of themselves, which may include personal information which will be accessible to the public.
“Website” shall mean the website operated by the Company and known as domain name which includes a variety of features and Services, including but not limited to the Resume Search Facility, an online service to post and search employment opportunities and advanced search facilities.
“Working Day” shall mean any day that the banks in the United States are open for business, other than a Saturday, Sunday or public holiday.
1.2 Clause, schedule and paragraph headings do not affect the interpretation of these Conditions, and a reference to a clause or a schedule is a reference to a clause of, or a schedule to, these Conditions. A reference to a paragraph is to a paragraph of the relevant schedule. For these purposes the schedule shall be the order from entered into between the Company and the Customer, as amended from time to time.
1.3 A person includes a natural person, a corporate or unincorporated body, undertakings, or partnerships (whether or not having a separate legal personality) and is irrespective of jurisdiction in or under the law it was incorporated or exists.
1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular, and a reference to one gender includes a reference to the other genders, and references to the words “including” or “include” are deemed to have the words “without limitation” following them.
1.5 A reference to a particular statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it.
1.6 Any obligation in these Conditions on a person not to do something includes an obligation not to agree or allow that thing to be done by any other third party.
2. Basis of Contract
2.1 In consideration of the payment of the Charges, and subject to the Customer complying with these Conditions at all times, the Company shall perform or provide the Services.
2.2 The Order Forms shall also form part of the contract entered into between the Parties, and the Order Forms and these Conditions shall apply to the exclusion of any Conditions and conditions put forward by, or on behalf of, the Customer in, or on, its order or otherwise, or whether implied by law (insofar as the exclusion of those implied by the law is lawful).
2.3 The contract outlined at clause 2.2 above shall come into existence on receipt of (a) a faxed or scanned copy of a signed Order Form or (b) an original signed Order Form or (c) the uploading by the Customer of an Advertisement onto the Website or (d) receipt of email confirmation from the Customer that they are proceeding and that the original signed Order Form shall follow in the post or (e) payment is made by the Customer and received by the Company, whichever happens earliest.
2.4 Any job posting, the Resume Search Facility and any other features of the Website may be used only by Jobseekers seeking employment and/or career information and by Customers seeking employees. Use of the Services is also subject to any other contracts either the Jobseeker or the Customer may have entered into separately with the Company. In the case of any conflict between these Conditions and any separate contract the Jobseeker or Customer may have with the Company, the Conditions of the separate contract will prevail.
2.5 Customers and Jobseekers who violate these Conditions may have their access and use of the Websites immediately suspended or terminated, at the Company’s sole discretion.
2.7 No variation or alteration of these Conditions or the Order Forms shall be valid unless they have been signed off by an authorised representative of each Party.
2.8 Once the Order Form has been received by the Company, or the Advertisement has been uploaded onto the Website, these Conditions remain in force until terminated in accordance with clause 7 below.
2.9 At all times, when using the Website, or communicating with the Company, it will be communicating electronically, and therefore the Customer will also receive communications from the Company electronically and all Parties consent to that happening and being the main method of communication. The Customer further agrees that all agreements, notices, disclosures and other communications that the Company may provide electronically satisfy any legal requirement that such communications must be in writing.
2.10 Once you have registered with this Website and have become a Customer, your subscription will not be transferable from you to anyone else, including any other subscriber of this Website without obtaining the prior written consent of the Company.
2.11 The Company reserves the right at all times to make any change to any Service which it considers necessary or advisable, in order to comply with any applicable security or other statutory requirement and shall not be obliged to notify the Customer before such change is made either before or after the making of such change.
3. Use of the Website Content.
3.1 The contents of the Website, such as designs, text, graphics, images, video, information, logos, button icons, software, audio files and other content (collectively, "the Company Content"), are protected worldwide under copyright, trademark and other laws. All of the Company Content is the sole property of the Company or its licensors and shall remain so at all times. The compilation (meaning the collection, arrangement and assembly) of all content on the Website is the exclusive property of the Company and is protected by copyright, trademark, and other laws. Unauthorised use of the Company Content may violate these laws and/or applicable communications regulations and statutes, and is strictly prohibited. The Customer must preserve all copyright, trademark, service mark and other proprietary notices contained in the original Company Content on any authorised copy it makes of the Company Content. The Company reserves the right to enforce its rights in its intellectual property rights outlined in this clause 3.1, and such rights shall also extend to any new ideas, concepts, know-how, or techniques developed, and owned, by the Company during the existence of the contractual relationship between the Parties.
3.2 Any code that the Company creates to generate or display any Company Content or the pages making up the Website is protected by the Company's copyright and the Customer may not copy or adapt such code.
3.3 The Customer is not permitted to use any of the Company Content on any other website or in a networked computer environment (including by uploading or republishing any of the Company Content on any Internet, Intranet or Extranet site or incorporating the Company Content in any other database or compilation for any purpose). Unless explicitly stated in these Conditions, nothing in these Conditions shall be construed as conferring any license to any of the Company’s intellectual property rights.
3.4 In relation to any Advertisement placed on the Website by the Customer, the Customer hereby agrees to grant to the Company a royalty-free, non-exclusive, worldwide licence to use, publish, and reproduce the Customer’s name, logo, trademarks and brand to the extent necessary to enable the Company to comply with its obligations under these Conditions, and such licence will continue in force for so long as the Advertisement remains on the Website.
4. Use of the Company Services.
4.1 The Customer agrees that it will not at any time:
4.1.2 take any action that imposes an unreasonable or disproportionately large load on any the Company Site's infrastructure;
4.1.3 use any device to navigate or search parts of the Website other than the tools available on the Website, generally available third party web browsers, or other tools approved by the Company and linked through to from the Website;
4.1.4 use any data mining, robots or similar data gathering or extraction methods;
4.1.5 violate or attempt to violate the security of any part of the Website including attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
4.1.6 reverse engineer or decompile any parts of the Website;
4.1.7 aggregate, copy or duplicate in any manner any of the Company Content or information available from any part of the Website, including expired job postings, other than as permitted by these Conditions;
4.1.8 frame or link to any of the Company Content or information available from any part of the Website, unless permitted by these Conditions or otherwise in writing;
4.1.9 post any content or material that promotes or endorses false or misleading information or illegal activities, or endorses or provides instructional information about illegal activities or other activities prohibited by these Conditions;
4.1.10 defer any contact from an employer to any agent, agency, or other third party;
4.1.11 share with a third party any login credentials to any part of the Website;
4.1.12 access data not intended for you or logging into a server or account which you are not authorised to access;
4.1.13 delete or alter any material posted by any other person or entity;
4.1.14 harass, incite harassment or advocate harassment of any group, company, or individual;
4.1.15 send unsolicited mail or email, make unsolicited phone calls or send unsolicited faxes promoting and/or advertising products or services to any Jobseeker, or contact any Jobseeker that have specifically requested not to be contacted by you;
4.1.16 attempt to interfere with the Company’s provision of the Services to any Jobseeker, by submitting a virus to, overloading, "flooding", "spamming", "mail-bombing" or "crashing", the Website; Duplication of jobs can also be considered spamming the site.
4.1.17 promote or endorse an illegal or unauthorised copy of another person's copyrighted work;
4.1.18 use the Company Services for any unlawful purpose or any illegal activity, or post or submit any content, or job posting that is defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, abusive, hateful, racist, discriminatory, of a menacing character or likely to cause annoyance, inconvenience, embarrassment, anxiety or could cause harassment to any person or include any links to pornographic, indecent or sexually explicit material of any kind, as determined at the Company’s discretion;
Please be aware that violations of system or network security may result in civil and/or criminal liability. The Company is under a duty to investigate occurrences which may involve such violations and may involve, and the Company will fully cooperate with any law enforcement authorities in prosecuting Customers who are involved in such violations.
5. Additional Conditions Applicable to Customers
5.1 The Customer is responsible for maintaining the confidentiality of its employer account, profile and passwords, as applicable. Unless the Company has otherwise previously agreed in writing, the Customer shall not share its password or other account access information with any other party (which for the avoidance of doubt also includes any parent company, subsidiary company, group company or any other branch, agency or office of the Customer), temporarily or permanently, and the Customer shall be responsible for all uses of the Website registrations and passwords, whether or not authorised by the Customer. The Customer agrees to immediately notify the Company of any unauthorised use of your employer account, profile, or passwords, and failure to do so may result in suspension or termination of the Customer’s employer account and profile. Any breach of this clause by the Customer will result in appropriate action being taken by the Company.
5.2 Customers are solely responsible for their postings on the Website. The Company is not to be considered to be an employer with respect to your use of any part of the Website and the Company shall not be responsible for any employment decisions, for whatever reason, made by any entity posting jobs on the Website.
5.3 The Customer understands and acknowledges that if it cancels its employer account or the employer account is terminated, all of the account information including any live job information, expired job information, any and all applications pertaining to live or expired job applications will be either marked as “closed” and may be deleted from the Company's databases and access to the Resume Search Facility any Advertisements shall be restricted. Information may continue to be available for some period of time because of delays in propagating such deletion through the Company’s web servers.
5.4 In order to protect the Jobseekers from commercial advertising or solicitation, the Company reserves the right to restrict the number of e-mails which a Customer may send to Jobseekers to a number which the Company deems appropriate in its sole discretion.
5.5 The Customer is fully responsible for complying with all of the applicable provisions of the Data Protection Act 1998 (as amended from time to time) and all supporting legislation and regulations, and will fully indemnify the Company for any breach by the Customer in this respect.
5.6 Job postings
5.6.1 A Job posting may not contain: (a) any hyperlinks, other than those specifically authorised by the Company in writing; (b) misleading, unreadable, or "hidden" keywords, repeated keywords or keywords that are irrelevant to the job opportunity being presented, as determined in the Company’s reasonable discretion; (c) the names, logos or trademarks of unaffiliated companies other than those of your customer save where expressly agreed in writing by the Company; (d) the names of places that are unrelated to the posting; (e) more than one job or job description, more than one location, or more than one job category unless otherwise agreed in writing by the Company; (f) inaccurate, false, or misleading information; and (g) material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under the age of 16.
5.6.2 The Customer must not use any job posting to: (a) post jobs in a manner that does not comply with applicable local, national and international laws, including but not limited to laws relating to labor and employment, equal employment opportunity and employment eligibility requirements, data privacy, data access and use, and intellectual property; (b) post jobs that require citizenship of any particular country or lawful permanent residence in a country as a condition of employment, unless otherwise required in order to comply with law, regulations, executive order, or federal, state or local government contract; (c) post jobs that include any screening requirement or criterion in connection with a job posting where such requirement or criterion is not an actual and legal requirement of the posted job; (d) post jobs or other advertisements for competitors of the Company or post jobs or other content that contains links to any site competitive with the Company; (e) post any business opportunity that pays commission only unless the posting clearly states that the available job pays commission only and clearly describes the product or service that the job seeker would be selling; (f) endorse a particular political party, political agenda, political position or issue or promote a particular religion or request (except where permitted to do so by applicable law) any information relating to his/her (i) racial or ethnic origin (ii) political beliefs(iii) philosophical or religious beliefs (iv) membership of a trade union (v) physical or mental health (vi) sexual life (vii) the commission of criminal offences or proceedings or (vii) age.
5.6.3 The Company reserves the right to remove, or amend, any job posting or content from the Website, which in the reasonable opinion of the Company does not comply with some or all the above Conditions, or if any content is posted that the Company believes is not in the best interest of the Company, or in extremely serious cases, the Company reserves the right to immediately suspend or terminate the Customer’s account and access to the Website as well as removing such job posting or content.
5.6.4 The Company reserves the right and discretion at any time to decline to publish or to omit, suspend or change the position contained within any Advertisement, and in such circumstances the Company will endeavour to contact the Customer if it is not able to accept the Advertisement for any reason, or needs to change the content.
6. Resume Search Facility and Advertisements
6.1 Use of Resume Search Facility Database by Customers
6.1.1 The Company shall give the Customer access to the Resume Search Facility so as to enable the Customer to run searches, download resumes and contact candidates in relation to filling the job requirements of the Customer for the period detailed in the Order Form. The Company reserves the right to suspend the account if it believes the resumes are being downloaded for any other purpose.
6.1.2 The Company will provide the Customer with access to the Resume Search Facility as soon as the Company has received full payment in cleared funds of the Charges and the Company shall notify the Customer once access has been granted to the Customer.
6.1.3 All resumes and any other data received from Jobseekers will be used by the Customer in accordance with the provisions contained within clause 5.
6.2 It is the sole responsibility of the Customer to carry out any checks or any undertake any procedures necessary or advisable to ensure that any Jobseeker who has responded to an Advertisement has the correct qualifications and skills required for the position. The Company does not guarantee, and cannot be held responsible or liable for, any response to the Advertisement being suitable for the position being advertised.
6.3 For the avoidance of doubt, the Company may vet any Advertisement, Customer or Jobseeker, but it is not obliged to do so, and the Company cannot be held responsible or liable for anything that may have arisen if such vetting had taken place.
7. Termination following Infringement of Copyright Or Other Intellectual Property Rights Of Others
The Company respects the intellectual property of others, and asks the Customers to do the same. Unauthorized postings, reproductions, copying, distribution, modification, public display or public performance of copyrighted works may constitute an infringement of third party owner’s rights. The Customer agrees not to use the Website to infringe the intellectual property rights of third parties in any way. The Company reserves the right to terminate the accounts of any Customer, and block access to the Website from any Customer who are infringing the intellectual property rights of others, with or without notice, and without any liability to the Customer. Notwithstanding the above, in the event that a Customer believes in good faith that a notice of copyright infringement has been wrongly filed against them they should contact the Company as it’s registered office
8. The Company's Liability
8.1 The Website acts as, amongst other things, a venue for (i) Customers to post job opportunities and search for and evaluate job candidates and (ii) Jobseekers to post resumes and profiles and search for and evaluate job opportunities. The Company does not screen or censor the listings or profiles offered. The Company is not involved in the actual transaction between Customer and Jobseeker. As a result, The Company is not responsible for Jobseeker Content, the quality, safety or legality of the jobs or resumes posted, the truth or accuracy of the listings, the ability of the Customer to offer job opportunities to Jobseekers or the ability of Jobseekers to fill job openings and the Company makes no representations about any jobs, resumes or Jobseeker Content on the Website or any guarantees that the Advertisement will be responded to. While the Company reserves the right in its sole discretion to remove Jobseeker Content, job postings, resumes or other material from the Website from time to time, the Company does not assume any obligation to do so and to the extend permitted by law, disclaims any liability for failing to take any such action.
8.2 The Website and the content may contain inaccuracies or typographical errors. The Company makes no representations about the accuracy, reliability, completeness, or timeliness of any part of the Website or the content. The use of the Website and the content is at Your own risk. Changes are periodically made to the Website and may be made at any time.
8.3 It is up to the Customer to keep a back-up copy of any of their information or their accounts. To the extent permitted by law, in no event shall the Company be liable for the deletion, loss, or unauthorised modification of any content or account.
8.4 The Company does not provide or make any representation as to the quality or nature of any of the third party products or services purchased through the Website, or any other representation, warranty or guarantee.
8.5 If notified of any content or other materials which allegedly do not conform to these Conditions, the Company may in its sole discretion investigate the allegation and determine whether to remove or request the removal of the content. The Company has no liability or responsibility to the Customer for performance or non-performance of such activities.
8.6 To the fullest extent permitted by law, the Company’s maximum liability arising out of or in connection with a breach of contract, tort (including negligence), breach of statutory duty or otherwise for any direct loss or damage which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of these Conditions by the Company, it’s directors, officers, employees, agents or sub-contractors, shall be the total of the Charges the Customer has paid for the Advertisement, or in the event that the Advertisement is paid for as part of an annual subscription then liability will be calculated on the Advertisement part of the annual subscription and applied on a pro-rata basis.
8.7 The Company will not be liable for any indirect or consequential losses (including but not limited to loss of profit, loss of business opportunities, loss of employment opportunities, loss from any business review or goodwill or anticipated savings, loss of any contract, loss or corruption of data, any business interruption and any third party losses) which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the Services or compliance with any of these Conditions by the Company, it’s directors, officers, employees, agents or sub-contractors if any mistakes or errors arise during the course of the publication of the Advertisement, for any inaccuracies supplied by the Jobseeker including resume details and contact details, for any information files or software sent to the Customer by a Jobseeker which may contain a virus or similar.
8.8 Nothing in this clause 8 is intended to operate so as to exclude the Company’s liability in respect of death or personal injury caused by the negligence of the Company, its directors, officers, employees, agents or sub-contractors or to exclude liability for fraudulent misrepresentation.
9.1 The Customer warrants that:
9.1.1 it is authorized to enter into the Order Form and these Conditions (irrespective of the possibility that the Customer may be acting directly or indirectly (as an Agent) for a third party whose products or services are the subject of the Advertisement;
9.1.2 the Advertisement will comply with all requirements of relevant legislation, regulations and guidelines, and the advertising code, in force in any of the applicable jurisdictions that the Advertisement is going to be made available and such Advertisement shall be decent, legal, truthful and honest;
9.1.3 all information supplied by it in connection with the provision of the Services is accurate, complete and true in all respects;
9.1.4 the Advertisement will not contain any material which is offensive, obscene, or indecent, is defamatory, sexist, threatening, or racial (or capable of becoming any of these things), or which has the object of causing annoyance, inconveniences, unwanted attention or anxiety to another person;
9.1.5 in respect of an Advertisement which contains the name or pictorial image of any living person, the Customer has obtained the authority and consent of that person to use such name or image;
9.1.6 the Advertisement will not contain any material which has the object or effect of disrupting any computer system or network;
9.1.7 any reproduction by the Company of the Advertisement, as part of the provision of the Services, will not breach any contract or infringe or violate any copyright, trademark or any other intellectual property rights of any third party anywhere in the world or render the Company liable to any proceedings against it;
9.1.8 all resumes and other data received by the Jobseekers will be used by the Customer solely for the purpose of endeavoring to find employment for the Jobseeker in accordance with his/her wishes;
9.1.9 all information provided to the Customer by the Jobseeker via the Website will remain confidential in accordance with the Jobseeker’s wishes and the Customer will not copy, resell or submit any resumes or data received via the Website to any third party other than to genuine parties who are recruiting such Jobseekers;
9.1.10 all responses to Advertisements will be dealt with fairly and professionally by the Customer (but, for the avoidance of doubt, no warranty or guarantee is given by the Company that the Advertisement will generate a response for the duration it is made available on the Website, the Customer places it there at its own risk and understanding that the Company cannot guarantee a response, or any responses); and
9.1.11 in respect of a Customer who is an Agent, they warrant that they will ensure that the use by them of the information from the Jobseekers and the Resume Search Facility complies with their obligations under any applicable legislation or regulations, and any industry guidelines. Such Customers warrant that they will always fully comply with such legislations, regulations and industry guidelines, and the Customer will fully indemnify the Company from and against any action that any individual may bring due to a breach by the Customer of this warranty.
9.2 The Company warrants that:
9.2.1 it is authorized to enter into the Order Forms and these Conditions;
9.2.2 the Services will be provided to the industry standard of care and skill expected of a company offering such services;
9.2.3 it will use its best endeavors to comply with the Conditions containing obligations on the Company;
9.2.4 and that the material that the Company writes for the Website does not infringe any third party intellectual property rights.
9.3 All other warranties, to the fullest extent permitted by law, whether express or implied, are hereby excluded by the Company, and the Company does not warrant that the Website will be error-free or free from any viruses or malicious/harmful mechanisms, or is fit for the Customer’s purpose. The Company makes no warranties about the accuracy, reliability, completeness or timeliness of the Website Content, Services, software, text, graphics and any links through to third party sites. The Company makes no warranties in relation to the security of the Website other than to the usual level reasonably expected of a business such as the one ran by the Company, and the Company shall not be responsible or liable for any form of “attack” carried out by a third party on the Website (such “attack” to include but not be limited to a breach of security, anything with malicious intent, hacking, cyber attacks, cyber terrorism, any other form of cyber crime targeted at the Company).
The Customer agrees to fully indemnify and hold harmless the Company, its respective officers, directors, employees, agents and sub-contractors, from and against any and all claims, actions, demands, losses, costs, damages and expenses (including without limitation reasonable legal and accounting fees and any damages or compensation paid by the Company on the reasonable advice of its legal advisers to compromise or settle any claim and any legal costs or expenses incurred by or on behalf of the Company in doing so) arising directly or indirectly and resulting from (i) use of any Jobseeker Content or other material provided to the Website, (ii) use of any of the Company Content, (iii) breach by the Customer of these Conditions, including any of the Customer’s warranties or (iv) any act, omission or negligence on the part of the Customer. The Company shall provide prompt written notice to the relevant party of any such claim, suit, or proceeding issued against it but which falls under this clause 10.
11. Charges and Cancellations
11.1 The Charges will be set out in detail in the Order Form. The Company will invoice the Customer for those Charges, as well as for any additional charges and costs incurred by the Company where variations to the Advertisement are requested by the Customer and accepted by the Company.
11.3 Where the Customer elects on the Order Form to pay an annual subscription, the annual subscription shall be payable in full in accordance with clause 11.4, unless otherwise agreed by the Company on the order form.
11.4 The Company shall invoice the Customer each time the Customer wishes to take up part or all of the Services, and the Customer shall pay each invoice in full and cleared funds within 7 days of the date of the invoice, free from any deduction, counter-claim or set-off.
11.5 The Company reserves the right not to perform any of the Services until due payment has been received in accordance with clauses 11.3 and 11.4 above.
11.6 If the Customer fails to pay any Charge due to the Company under these Conditions and the Order Form by the due date, the Customer shall pay interest at the rate of 4% per annum above the prime lending rate, such interest commencing on the day after the due date and continuing to the date that payment is received from the Customer, both before and after judgment, accruing from day to day and compounding weekly. The Company also reserves the right to terminate, and in such circumstances clause 5.3 shall apply.
11.7 Subject always to the provisions of clauses 11.3 and 11.4 being complied with and payment having been received by the Company in full and cleared funds, in the event that the Customer wishes to cancel any part of the Services ordered via the Order Form, in whole or in part, it may do so by the Customer providing the Company with 3 months’ written notice of such cancellation if the Customer wants to cancel an annual subscription, otherwise for all other terms of less than 12 months, the Company requires reasonable notice in writing from the Customer of it’s request to cancel (what is “reasonable notice” shall be specified on the order form entered into by the parties). Where the Services have commenced, and been carried out in full, the Customer will not be entitled to any refund. Where the Services form part of an annual subscription, the Customer will be entitled (subject to the provisions of this clause 11.7 having been complied with in full) to a refund based on a pro-rata basis on the outstanding balance left in the annual subscription less any reasonable administration costs incurred by the Company in carrying out the cancellation process.
12. Termination and Suspension
12.1 As set out elsewhere in these Conditions, the Company reserves the right to suspend, or terminate, a Customer’s account in certain circumstances.
12.2 The Company also reserves the right to terminate this contract, in whole or in part, or any other contract that the Parties may have entered into separately, or (without liability) to suspend performance of all or any of its obligations under this contract and/or any other separate contract, (and on the service of such notice all monies outstanding at that time from the Customer to the Company under any contractual arrangement shall become immediately due and payable) if: 12.2.1 any sum owing to the Company under any contractual relationship entered into with the Customer remains unpaid seven (7) or more Working Days after the due date for payment; and/or 12.2.2 the Customer commits or suffers any of the following namely the passing of a resolution or the presentation of a petition for winding-up, bankruptcy, or for the appointment of an administrator, the appointment of a receiver, and/or manager or administrative receiver over the whole or any part of the Customer’s undertaking and assets, the making of a proposal for a voluntary arrangement or of a proposal for any other composition scheme or arrangement with or the calling by the Customer of any meeting of its creditors generally (other than for a bona fide restructuring or amalgamation of the company), the levying of execution or distress on any of its assets, the failure to pay its proper debts as and when they fall due and anything resembling any of the above under laws of any other jurisdiction; and/or 12.2.3 the Customer materially breaches, or repeatedly breaches, any obligation or warranty in any contract or these Conditions, and fails to remedy such breach within 10 Working Days of receiving written notice of such breach from the Company.
12.3 In the event of suspension of the Services, the Company shall be entitled to require, as a condition of resuming performance, the pre-payment of any Charges for the Advertisement or annual subscription.
12.4 These Conditions will remain in full force and effect while you are a Customer of the Website. The Company reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to removal of an Advertisement from the Website and immediate termination of your account or ability to access the Website and/or any other Services provided, upon any breach by you of these Conditions or if the Company is unable to verify or authenticate any information you submit during registration. Even after you are no longer a Customer of the Website, certain provisions of these Conditions will remain in effect, including clauses 1 through to 12, inclusive.
The Company may assign its rights under this contract without the Customer’s consent. If the Company does assigns its rights, is sold in whole or in part to another entity, the Company or its successor will give notice to the Customer who may terminate their subscription at that time by giving written notice of not less than one months’ notice to the Company or its successor.
In the event that the Company fails to act in respect of a breach of these Conditions by the Customer it does not waive the Company’s right to act in respect of subsequent or similar breaches.
15.1 Except as explicitly stated otherwise, any notices to the Customer shall be delivered to the email address provided during the registration process. Alternatively, the Company may give notice by pre-paid post to the address provided during the registration process, or as updated from time to time. Any notices to the Company must be sent by email or to the registered office of the Company at that time. 15.2 Any notice shall be deemed given:- 15.2.1 if sent by email, 24 hours after the email is sent, unless the sending party is notified that the email address is invalid; or 15.2.2 if sent by pre-paid post, three Working Days after the date of posting and in proving service of the same it shall be sufficient to prove that such letter was properly stamped or franked, addressed and placed in the post to the addressee at the address referred to above.
Unless otherwise expressly agreed, the Company shall be entitled to make any public announcement in relation to these Conditions without the Customer’s prior written consent, including, but not limited to, naming the Customer on the Website and within the Company’s marketing literature.
If any provision of these Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, unenforceability or unreasonableness, be deemed severable and the remaining provisions of these Conditions shall continue in full force and effect.
18. Law and Jurisdiction
These Conditions and any contract formed between the Parties shall be governed by and construed in accordance with the laws of the State of Maryland.