Jobs Advertising

The Job Advertisement Service allows the Customer to advertise a public sector job vacancy ('Job Advertisement') to a potential target audience of placemaking professionals through Public Practice's Website and/or social media accounts.

The Customer:

• is responsible for producing the content of the Job Advertisement and ensuring that the Job Advertisement supplied to Public Practice:
  • is complete, accurate and not misleading; and
  • complies with applicable law, regulation or relevant industry codes (including the Committee of Advertising Practice (CAP) non-broadcast code and relevant guidance issued by Advertising Standard Authority (ASA)).
• shall provide Public Practice with such information and materials as Public Practice may reasonably require in order to supply the Job Advertisement Services, and ensure that such information is timely, complete and accurate in all material respects; and
• represents and warrants that it (and Public Practice) has the right to publish the Job Advertisement and associated information and materials as part of the Job Advertisement Service and that such publication will not infringe the rights of any third party.
• acknowledges that it remains fully responsible for the conduct of the recruitment process respect of which the Job Advertisement Service is provided, and any enquiries received by Public Practice from potential candidates in response to the Job Advertisement shall be referred to and dealt with by the Customer.

Public Practice:

• shall publish the Job Advertisement in accordance with these Terms and Conditions;
• may refuse to publish or withdraw from publication any Job Advertisement on the Website and/or Public Practice's social media channels, where the Job Advertisement in Public Practice’s reasonable opinion does not comply with its published eligibility criteria (as updated from time to time) or does not comply with this Agreement;
• may conduct certain Quality Control Checks and may make grammatical or formatting amendments to the Job Advertisement prior to publication, subject to the final approval of the Customer; and
• will have no liability for any errors or omissions in the Job Advertisement that have been supplied or approved by the Customer.

The Fees for the Job Advertisement Service are determined by what the Customer selects on the Jobs Form and are non-refundable, except as set out hereunder. The Fees exclude VAT, which the Customer shall additionally be liable to pay at the prevailing rate.

Public Practice shall invoice the Customer for the Job Advertisement Service at the start of the Campaign Period. The Customer shall pay such invoice in full without deduction or set-off within 14 days of the date of receipt. Payment shall be made to Public Practice (by means as set out in the invoice provided).

For the avoidance of doubt, the Fee is solely for the provision of the Job Advertisement Service and is not a recruitment fee or based on results.

Without affecting any other right or remedy available to it, Public Practice may suspend the Job Advertisement Service or terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any Fees due and remains in default for 14 days or more after receiving a final demand from Public Practice in writing to make such payment.

Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

1. 1. the other party commits a material breach of any term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
   2. the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this Clause 4.2(b); or
   3. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.

In the event, that the Customer terminates the Agreement in accordance with clause 4.2, it shall be entitled to a refund of any Fees paid to Public Practice for any part of the Job Advertisement Service that has not be provided, which shall be pro-rated accordingly.

Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.

For the duration of the Campaign Period, the Customer grants to Public Practice a royalty-free, non-exclusive and non-transferable right to use, copy and publish the content of the Job Advertisement (and make amendments as permitted under clause 2.3(c)) and use the Customer's name and trademarks (a) to provide the Job Advertisement Service, and (b) for Public Practice's internal business purposes.

Except for the limited rights set forth in Clause 5.1 above, neither party acquires any Intellectual Property Rights or other rights, express or implied, in relation to the other party's Intellectual Property Rights.

Except where expressly stated to the contrary, the use of any person's name or image or third party trade mark and image of any third-party products or services featured on the Website and/or Public Practice's social media channels do not constitute any affiliation with or endorsement by Public Practice of that person, party, product or service.

Each party undertakes that it shall not at any time during the Agreement and for a period of 5 years after termination of the Agreement, disclose to any person any confidential information that is has received in contemplation of or under the Agreement concerning the business, affairs, operations, customers, clients or suppliers of the other party, except as permitted by Clause 6.2.

Each party may disclose the other party's confidential information:

1. 1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 6; and
   2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

The Website may contain links to certain third-party platforms ('Third-Party Platforms' and each a 'Third-Party Platform') in conjunction with Customer's use of the Job Advertising Service. Customer acknowledges that any use of such Third-Party Platform is governed solely by the terms and conditions and privacy policy of such Third-Party Platform and that Public Practice does not endorse, is not liable for, and makes no representations as to any Third-Party Platform, its content, or the manner in which such Third-Party Service uses, stores or processes any Personal Data or other information submitted. Public Practice does not control the features and/or functionality of Third-Party Platforms, which may change without notice to Public Practice or Customer. Public Practice will not be liable to Customer for any costs, damages or losses arising from or in connection with any change made by a Third-Party Platform causing a change to the Job Advertising Service.

Public Practice warrants that the Job Advertisement Services will be provided using reasonable care and skill. Public Practice will use all reasonable endeavours to meet any performance dates specified in the Job Form, but any such dates are estimates only

If notified in writing of a valid warranty claim under Clause 8.1, Public Practice will, at its option, (a) correct the non-conforming Job Advertisement as soon as practicable, or (b) terminate the Agreement and refund a pro-rata portion of the Fees for the relevant Job Advertisement. This section states Public Practice's entire liability and Customer's sole and exclusive remedy for breach of warranty under Clause 8.1.

Except for the warranty set forth in Clause 8.1 above, Public Practice makes no representation or warranty whatsoever with respect to the Job Advertisement Service or the Job Advertisement, including any representation or guarantee around the number, profile or quality of candidates who will view, engage with or respond to any Job Advertisement.

The Customer agrees to indemnify, defend and hold Public Practice (and its affiliates, officers, directors, employees, consultants, agents and suppliers) harmless from any and all third party claims, liability, damages and/or costs (including, but not limited to, professional legal fees) arising from the Customer's breach of clause 2.2 of these Terms or the infringement by the Customer of any Intellectual Property Rights or legal rights of any third party in relation to a Job Advertisement.

Subject to Clause 10.2, Public Practice will not be liable under the Agreement or in connection with the Job Advertisement Service for (a) any loss of profits, income or revenue, (b) loss of sales or business, (c) loss of agreements or contracts, (d) loss of or damage to goodwill, or (e) indirect or consequential loss.

Nothing in these Terms excludes or limits (a) the Customer's payment obligations under the Agreement, and (b) any liability which cannot be legally excluded or limited, including (i) liability for death or personal injury caused by negligence, (ii) fraud or fraudulent misrepresentation, and (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

Subject to Clause 8.2 and Clause 10.2, Public Practice's total liability to the Customer arising out of or in connection with the Agreement shall not exceed the total Fees paid by the Customer to Public Practice under the Agreement during the 12-month period prior to the time at which claim or right to damages first arose.

Data Processing. In performing its obligations hereunder, each party shall act as an independent controller in relation to any Personal Data that it processes and shall comply with GDPR, DPA and other applicable law governing electronic privacy. The parties do not envisage the processing of Personal Data under the Agreement will involve one party acting as processor on behalf of the other as controller. However, if such a controller-processor relationship arises or if any substantial controller-controller sharing of Personal Data is contemplated, the parties shall enter into a separate data processing agreement or data sharing agreement as required under the GDPR or DPA.

Severance. If any provision (or part provision) of the Agreement is found to be invalid or unenforceable by any court of competent jurisdiction, the provision will be enforced to the fullest extent permissible to give effect the parties’ intent, and the invalidity or unenforceability will not operate to invalidate the remaining provisions of the Agreement. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Governing Law and Jurisdiction. The Agreement 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 English law. The parties irrevocably agree 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 Agreement or its subject matter or formation (including non-contractual disputes or claims).

Notices. Any notices required or permitted to be given hereunder by either party to the other will be given in writing (a) by personal delivery, (b) by recognised courier or overnight delivery company, (c) by prepaid first class or registered mail, in each case addressed to the other party at the address or (d) by email, using the contact details in the Order Form (or to such other address as the other party may request in writing by notice given pursuant to this clause). Notices will be deemed received: (i) if personally delivered, on the same day; (ii) if sent by courier or overnight delivery company, on the next Business Day after the day it was sent; (iii) if sent by prepaid first class or registered mail, on the second Business Day following posting; or (iv) if sent by email, at the time of transmission if during the Business Day (or if sent outside Business Day hours, at 9am on the next Business Day thereafter).

Entire Agreement. The Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all other prior and contemporaneous proposals, representations, agreements, understandings, and commitments between the parties. The Agreement supersedes any conflicting terms in the Customer's purchase order, correspondence or other document that purports to govern the terms of the Job Advertising Service. Any terms (whether express or implied under statute or otherwise) purported to be incorporated into the Customer's purchase order, or any other terms or variation to the Agreement which an authorised representative of Public Practice has not specifically agreed to writing, are not binding. Each of the parties acknowledges that in entering into the Agreement, it does not rely on any undertaking, promise, assurance, representation, warranty or understanding which is not set out in these Terms.

Force Majeure. Neither party will be responsible for failure of performance, other than for an obligation to pay money, due to causes beyond its control whose effects could not reasonably be avoided, including: acts of God or nature; labour disputes; sovereign acts of any federal, state or foreign governments; network and/or computer failure or shortage of supplied materials ('Force Majeure Event'); provided that the affected party makes a reasonable attempt to remove the impact of the Force Majeure Event as soon as reasonably possible. Either party will have the right to terminate the Agreement upon written notice if a Force Majeure Event continues to impact performance of the other party for more than 30 consecutive days.

No assignment or delegation. Customer may not (a) assign its rights under the Agreement, in whole or in part, or (b) delegate its duties, or have another party assume its responsibilities under the Agreement, without the prior written consent of Public Practice.

Independent contractor. Public Practice is an independent contractor. Nothing in the Agreement will be construed to create a partnership, joint venture, or agency relationship between the parties and neither party will have the power to act in the name or on behalf of, or otherwise bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Third-party beneficiaries. The parties confirm that it is not their intention to confer any rights on any person who is not a party to the Agreement.