Terms & Conditions

We are Visualsoft Limited, a company registered in England and Wales under company number 03655545 and with our registered office at Gloucester House, 72 Church Road, Stockton-on-Tees, Cleveland, TS18 1TW.

This page tells you information about us and the legal terms and conditions (Terms) on which you can make Introductions to us or the relevant associate business (as applicable) to be considered for Engagement in the Position through, and as advertised on, www.visualsoft.co.uk (the Site).

Please read these Terms carefully and make sure that you understand them. Please note that you will be asked to agree to these Terms before you request to be provided with the Link which enables you to make Introductions. If you refuse to accept these Terms, you will not be able to make Introductions.

If you have any queries you may contact us by using our contact details found on the Site.

1. DEFINITIONS

1.1 In these Terms, the following words will have the following meanings and the following rules of interpretation apply:

1.1.1 associate business means the person, firm, company or other entity for whom we have advertise the Position on the Site;

1.1.2 Bounty means the relevant amount (as set out on the Site) payable by us to you in accordance with these Terms (see in particular clause 3) in respect of an Introduction of a Candidate who is subsequently actually Engaged in the Position by us or the relevant associate business (as applicable);

1.1.3 Candidate means a person Introduced by you to us or the relevant associate business (as applicable) who then subsequently uses the Link to apply for consideration for Engagement in the Position by us or the relevant associate business (as applicable);

1.1.4 Engage(s) (or Engagement or Engaged) means the employment, hire or other use, directly or indirectly and whether under a contract of service or contract for services or otherwise and/or whether on a permanent, temporary or other basis, of a Candidate in the Position by us or the relevant associate business (as applicable);

1.1.5 Introduce (or Introduction) means the provision by you of the Link to potential Candidates for the purposes of those Candidates then being able to apply to us or the relevant associate company (as applicable) for consideration for Engagement in the Position by us or the relevant associate company (as applicable);

1.1.6 Link means the unique URL that we provide to you so as to enable you to make Introductions in respect of the Position;

1.1.7 Position means our or the relevant associate business’s (as applicable) job vacancy that you have selected on the Site to make Introductions in respect of.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.4 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.5 A reference to writing or written includes e-mail but not fax.

1.6 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2 INTRODUCTIONS AND CANDIDATES

2.1 By submitting your contact details to us through the Site you are authorising us to provide to you the Link so as to enable you to send the Link, by any means, to potential Candidates for the Position. Potential Candidates, on receipt of the Link, can apply for the Position directly to us or the relevant associate business (as applicable) using the Link. We authorise you to send the Link to any potential Candidates by whatever means you wish.

2.2 Only Introductions made strictly in accordance with these Terms will be accepted as valid Introductions for the purposes of these Terms and, in particular, the payment of the Bounty. To make a valid Introduction in respect of the Position for the purposes of these Terms and, in particular, the payment of the Bounty, a Candidate to which you have sent the Link must use that Link to apply to us or the relevant associate business (as applicable) for consideration for Engagement in the Position and we or the associate business (as applicable) must subsequently Engage that Candidate in that Position.

2.3 Only the person, firm, company, organisation or other entity whose Link is first used by the Candidate to apply for consideration for Engagement in the Position will have validly Introduced that Candidate to us or the relevant associate business (as applicable) for the purposes of these Terms and, in particular, the payment of the Bounty.

2.4 If the Link has not be used by the relevant Candidate to apply for consideration for Engagement in the Position within 60 days of us supplying the Link to you in accordance with clause 2.1, the Link will lapse and no subsequent use of that Link by a Candidate to apply for consideration for Engagement in the Position shall be a valid Introduction for the purposes of these Terms and, in particular, payment of the Bounty.

2.5 You will use reasonable endeavours to Introduce Candidates suitable for the Position. Candidates can be you or any third party save for any person who is or has been employed, engaged, hired or otherwise worked for us or the relevant associate business (as applicable), whether directly or indirectly and whether under a contract of service or contract for services or otherwise and/or whether on a permanent, temporary or other basis.

2.6 You must ensure that you have all relevant permissions, authorities and consents to send the Link to all potential Candidates you send the Link to.

2.7 You shall have no authority, and shall not hold yourself out, or permit any person to hold themselves out, as being authorised to bind us or the relevant associate business (as applicable) in any way, and shall not do any act which might reasonably create the impression that you are so authorised. You shall not make or enter into any contracts or commitments or incur any liability for us or the relevant associate business (as applicable) and shall not negotiate any terms with Candidates.

2.8 You shall not make or give any representations, warranties or other promises concerning us or the relevant associate business (as applicable), the Engagement or the Position to the Candidate.

2.9 Neither us nor the relevant associate business (as applicable) shall be responsible for any costs incurred by you in sourcing potential Candidates, making an Introduction or in connection with such Introduction.

2.10 Neither us nor the relevant associate business (as applicable) shall be under any obligation to:

2.10.1 follow up any Introduction made by you;

2.10.2 follow up with any Candidate Introduced by you;

2.10.3 Engage any Candidate Introduced by you; or

2.10.4 provide you with any feedback in respect of the Introduction, Candidate and/or Engagement.

2.11 We shall be entitled to deem an Introduction by you as invalid (and for the avoidance of doubt no Bounty shall be payable to you) if we know or suspect you have spammed jobs (to be determined in our absolute and sole discretion) in order to source potential Candidates and/or make any Introduction(s).

2.12 You confirm that, in Introducing any Candidate, you are not aware of anything which will cause any detriment to the interests of that Candidate or us/the relevant associate business (as applicable) if we or the relevant associate business (as applicable) Engage the Candidate in the Position.

2.13 You agree to comply with all applicable laws and regulations in performing your obligations under the Contract.

3 BOUNTY AND PAYMENT

3.1 You shall be entitled to the Bounty if, and only if:

3.1.1 the Candidate is not and has not been employed, engaged, hired or otherwise worked for us or the relevant associate business (as applicable), whether directly or indirectly and whether under a contract of service or contract for services or otherwise and/or whether on a permanent, temporary or other basis;

3.1.2 the Candidate is Engaged by us or the relevant associate business (as applicable) in the Position;

3.1.3 you made a valid Introduction of that Candidate in accordance with these Terms (see in particular clause 2.2, 2.3, 2.4 and clause 2.11); and

3.1.4 the Candidate is still Engaged by us or the relevant associate business (as applicable) in the Position on the date the Bounty becomes due and payable to you in accordance with clause 3.4.

3.2 The amount of the Bounty shall be the amount shown on the Site for the relevant Position for which the Candidate was Introduced.

3.3 Only one Bounty is payable in respect of each Position advertised on the Site.

3.4 The Bounty shall become due and payable to you immediately after the period of three months starting on the date the Candidate commences his/her Engagement with us in the Position and shall be paid by us to you within two weeks of it becoming due and payable.

3.5 The Bounty stated on the Site is inclusive of VAT and any other applicable taxes.

3.6 The Bounty shall be payable in pounds sterling.

3.7 If any dispute arises as to whether a Bounty is payable, or the amount of Bounty payable, by us to you, we shall have the final decision as to such payment or amount and our decision shall be final and binding on both parties.

4 NO PARTNERSHIP OR AGENCY

4.1 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

4.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

5 ENTIRE AGREEMENT

5.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

5.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

5.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

5.4 Nothing in this clause shall limit or exclude any liability for fraud.

6 VARIATION

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

7 ASSIGNMENT AND OTHER DEALINGS

The Contract is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

8 WAIVER

No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

9 SEVERANCE

9.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

9.2 If any provision or part-provision of the Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

10 THIRD PARTY RIGHTS

No one other than a party to the Contract shall have any right to enforce any of its terms.

11 GOVERNING LAW

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

12 JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

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