TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
The Customer's attention is particularly drawn to the provisions of clause 9.
1.              Interpretation
1.1            Definitions. In these Conditions, the following definitions apply:
Acceptance: an e-mail in which We confirm acceptance of the Order to the Customer.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges as set out on our Site payable by the Customer for the supply of the Services in accordance with clause 6.
Commencement Date: has the meaning set out in clause 2.3.
Conditions: these terms and conditions as amended from time to time in accordance with clause 12.8.
Contract: the contract between We Connect Students and the Customer for the supply of Services in accordance with these Conditions.
Customer: the Employer who purchases Services from the Supplier.
"Consumer" means a person who is not ordering goods or services in the course of his or her business.
Employer: the organisation wishing to search for graduates to hire.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer's order for Services via Our Site.
Services: the services supplied by We Connect Students to the Customer in accordance with these the Specification.
Site: the website accessible at www.weconnectstudents.com.
Specification: the description of the Services provided on the Site.
Student: an individual who is studying or who has graduated from a higher education establishment.
We Connect Students / We / Our / Us : We Connect Students Limited registered in England and Wales with company number 0746268.
1.2            Construction. In these Conditions, the following rules apply:
(a)         a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b)         a reference to a party includes its personal representatives, successors or permitted assigns;
(c)         a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d)         any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e)         a reference to writing or written includes faxes and e-mails.
2.              Basis of contract
2.1            This section only applies to Employers. In the event that you are a Student, you will be able to set up your own personal account via our Site by registering with Us.
2.2            The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
2.3            The Order shall only be deemed to be accepted when We issue an Acceptance at which point and on which date the Contract shall come into existence (Commencement Date).
2.4            The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of We Connect Students which is not set out in the Contract.
2.5            These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.              Supply of Services
3.1            We shall supply the Services to the Customer in accordance with the relevant Specification in all material respects.
3.2            We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and We shall notify the Customer in any such event.
3.3            We warrant to the Customer that the Services will be provided using reasonable care and skill.
4.              Term
4.1            This Contract shall commence on the date of Acceptance and shall continue for 12 months (Initial Period). After expiry of the Initial Period, the Contract shall automatically continue for further 12 month periods, unless the Customer terminates the Contract on giving no less than 3 months prior written notice.
5.               Customer's obligations
5.1            The Customer shall:
(a)         ensure that the terms of the Order are complete and accurate;
(b)         co-operate with Us in all matters relating to the Services;
(c)         provide Us with such information and materials as We may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.
5.2            If Our performance of any of Our obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a)         We shall without limiting our other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Our performance of any of Our obligations;
(b)         We shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Our failure or delay to perform any of Our obligations as set out in this clause 5.2; and
(c)         the Customer shall reimburse Us on written demand for any costs or losses sustained or incurred by We Connect Students arising directly or indirectly from the Customer Default.
6.              Charges and payment
6.1            The Customer shall, where applicable, pay all Charges on submitting the Order.
6.2            In the event that the Contract extends past the Initial Period in accordance with clause 4, We will issue the Customer with an invoice for the continuing Services and the Customer shall pay the invoice within 30 days of the date of the invoice.
6.3            The Parties agree that the Charges are non-refundable.
6.4            All amounts payable by the Customer under the Contract are inclusive of amounts in respect of value added tax chargeable for the time being (VAT).
7.              Intellectual property rights
7.1            All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Us.
7.2            The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on We Connect Students obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to the Customer.
8.              Confidentiality
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 8 shall survive termination of the Contract.
9.              Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
9.1            Nothing in these Conditions shall limit or exclude We Connect Students’ liability for:
(a)         death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b)         fraud or fraudulent misrepresentation; or
(c)         breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2            Subject to clause 9.1:
(a)         We Connect Students shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b)         Our total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 150% of the Charges paid by the Customer under this Contract.
9.3            Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.4            This clause 9 shall survive termination of the Contract.
10.            Termination
10.1         Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a)         the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach;
(b)         the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c)         the other party (being an individual) is the subject of a bankruptcy petition or order;
(d)         the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(e)         the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
10.2         Without limiting its other rights or remedies, We shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and We Connect Students if the Customer becomes subject to any of the events listed in clause 10.1(b)) to clause 10.1(e), or We reasonably believe that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.            Consequences of termination
On termination of the Contract for any reason:
(a)         the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(b)         clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12.            General
12.1         Force majeure:
(a)         For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of We Connect Students including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of We Connect Students or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b)         We shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
(c)         If the Force Majeure Event prevents Us from providing any of the Services for more than 4 weeks, We shall, without limiting Our other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
12.2         Assignment and subcontracting:
(a)         We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of Our rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b)         The Customer shall not, without Our prior written consent , assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
12.3         Notices:
(a)         Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
(b)         Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
(c)         This clause 12.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
12.4         Waiver:
(a)         A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b)         Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
12.5         Severance:
(a)         If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b)         If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
12.6         No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
12.7         Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
12.8         Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Us.
12.9         Governing law and jurisdiction: This 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Last Updated: May 2012