Contracts for the provision of recruitment services made by OilCareers.com are subject to the following conditions, save that where contracts are entered into by our local sales offices in USA and Australia, local terms may apply. Please ask your local sales contact for further details.
"Charges" means the charges for the Services as set out in the Schedule;
"Services" means the recruitment advertising services provided by OilCareers to the Customer, details of which are set out in this agreement;
"the Web Site" means the web site www.OilCareers.com dedicated to the progression of careers in the oil and gas industry and made available to the Customer as part of the Services.
2. WEB SITE
2.1 The Customer acknowledges that all copyright, trademarks and other intellectual property rights in or arising from any material contained in the Web Site shall remain the exclusive property of OilCareers and/or its licensors.
2.2 The Customer shall not reproduce, display, distribute or otherwise use any of the contents of the Web Site for any public or commercial purposes and shall not use the contents of the Web Site in any other networked computer environment for any other purpose.
2.3 The Customer shall not transmit or distribute to or from or store on the Web Site any material which is defamatory, obscene, threatening, distasteful or otherwise contravenes any applicable law or regulation. OilCareers supports equal opportunities. Job adverts that are discriminatory or otherwise offensive are prohibited and will be removed if found by or notified to OilCareers. Failure to comply may result in OilCareers withdrawing Customer’s right to use the Web Site and referral to law enforcement authorities.
2.4 The Customer shall not post on the Web Site any advertisements or chain letters or material that contains viruses.
2.5 The Customer shall not access any data not intended for the Customer or otherwise attempt to interfere with the Services provided to other users.
2.6 The Customer shall not delete or revise any material posted by any other person on the Web Site without the prior written consent of OilCareers.
2.7 The Customer agrees not to use any software, tool, engine, spider, agent or resume aggregator to navigate or search the OilCareers site or database or use any other means to facilitate the downloading or capture of volume quantities of information from OilCareers without written approval of OilCareers.
2.8 The Customer shall not attempt to decipher, decompile, disassemble or reverse engineer any software comprising or relating to the Web Site.
2.9 The Customer shall not resell the Services or license the use of the Services to any third party without the prior written approval of OilCareers.
The Customer shall not disclose its password to any third party without the prior written consent of OilCareers and shall immediately notify OilCareers of any unauthorised use of its password.
4. PROVISION OF THE SERVICES
4.1 OilCareers shall use reasonable skill and care in its provision of the Services but OilCareers makes no representation or warranty that the Services will be uninterrupted or error free or fit for the Customer’s particular purpose. OilCareers shall be entitled to temporarily suspend or alter the operation of the Services for legal or technical reasons. OilCareers shall endeavor to notify the Customer as far in advance as possible of any temporary suspension or significant alteration but the Customer acknowledges that prior notice may not always be possible.
4.2 OilCareers shall provide the following recruitment advertising services:-
4.2.1 Provision of a searchable database of potential candidates' CVs to employers or agencies seeking resources in the oil industry together with various searching facilities and tooling to assist in rapid and efficient recruitment.
4.2.2 Registration for Customer including a personal home page where the Customer can review and edit any details they have previously posted on the Web Site.
4.2.3 Placing of Customer’s job vacancies on the Web Site in the form of a job advert.
4.3 The Customer shall only use CVs/resumes and other personal information of candidates for the purpose of finding employment for such candidates. Furthermore, the Customer shall take all appropriate technical, organizational and security measures to prevent unauthorised access, loss and use of personal data relating to candidates and shall comply with all applicable data protection laws and regulations.
5.1 Charges are set out in the Schedule and are, unless otherwise stated, exclusive of any sales tax or other similar tax which may be applicable which shall be paid by the Customer in addition and in the manner prescribed by law.
5.2 Unless otherwise stated in the Schedule, the Customer shall pay all invoices within 30 days of the invoice date and by such method as required by OilCareers.
5.3 If the Customer fails to pay any amount due to OilCareers by the due date for payment then:
5.3.1 OilCareers reserves the right to charge interest at 4% per annum above the base lending rate in force from time to time or such higher rate as may be permitted by law from the due date until settlement or discharge of the debt; and
5.3.2 without prejudice to any other right or remedy available, OilCareers shall be entitled to suspend the Services until all monies owing to OilCareers have been paid in full by the Customer.
6. LIMITATION OF LIABILITY AND CUSTOMER INDEMNITY
6.1 NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT OILCAREERS LIABILITY FOR FRAUD OR FOR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
6.2 ALL CONDITIONS, WARRANTIES, REPRESENTATIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW IN RELATION TO THE SERVICES ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THIS AGREEMENT.
6.3 OILCAREERS HAS NO LIABILITY TO VERIFY THE IDENTITY OF ANY CANDIDATE OR CHECK THE SUITABILITY OF ANY CANDIDATE FOR ANY JOB VACANCY.
6.4 OILCAREERS SHALL NOT BE LIABLE TO THE CUSTOMER UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS.
6.5 OILCAREERS’ LIABILITY IN RESPECT OF ANY FAILURE TO PERFORM THE SERVICES IN ACCORDANCE WITH THIS AGREEMENT SHALL BE LIMITED TO THE RE-PERFORMANCE OF THE RELEVANT PART OF THE SERVICES AS FAR AS IS PRACTICABLE.
6.6 SUBJECT TO THE PROVISIONS OF THIS CLAUSE 6, THE TOTAL LIABILITY OF OILCAREERS IN RESPECT OF ANY LOSS OR DAMAGE UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUT OF CHARGES PAID BY THE CUSTOMER IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INCURRING OF SUCH LOSS OR DAMAGE.
6.7 THE CUSTOMER SHALL INDEMNITY OILCAREERS AGAINST ALL CLAIMS, COSTS, DAMAGES, LOSSES, EXPENSES AND LIABILITIES SUFFERED OR INCURRED BY OILCAREERS ARISING FROM ANY MISUSE OF CANDIDATE INFORMATION OR POSTING OF ANY DEFAMATORY, DISCRIMINATORY OR OTHERWISE ILLEGAL CONTENT ON THE WEB SITE OR DELIBERATE MISUSE OF THE SERVICES BY THE CUSTOMER.
The Customer and OilCareers agree to keep the terms of this agreement and all information that is obtained about the business, finances, technology and affairs of the other strictly confidential and this provision shall survive termination of the agreement. This clause shall not apply to information which has come into the public domain other than by breach of this clause or is required to be disclosed by law.
8.1 Either party may terminate this agreement:
8.1.1 immediately upon written notice to the other party if the other party commits any material or persistent breach of any of the provisions of the agreement and, in the case of a breach which is capable of remedy, fails to remedy the same within 14 days after receipt of a written notice giving particulars of the breach and requiring it to be remedied; or
8.1.2 immediately upon written notice to the other party if the other party shall cease to carry on its business or shall have a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all the liabilities of it) or a court of competent jurisdiction shall make an administration order or liquidation order or similar order, or shall enter into any voluntary arrangement with its creditors, or shall be unable to pay its debts as they fall due.
8.2 Upon termination of the agreement for any reason:
8.2.1 the Customer shall immediately cease using the Services and permanently delete any access passwords for the Services; and
8.2.2 the Customer shall immediately pay to OilCareers all outstanding sums properly due to OilCareers under the agreement.
8.3 Termination of the agreement shall not affect the accrued rights or liabilities of OilCareers or the Customer under the agreement, nor any provision of the agreement which is expressed or required to survive or operate in such event.
9.1 This document contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, written or oral, between the parties in relation to such matters.
9.2 No amendment, variation or modification to this agreement shall be deemed valid unless it is agreed in writing by the parties.
9.3 The Customer shall not assign, transfer or deal in any other manner with all or any of its rights or obligations under this agreement without the prior written consent of OilCareers.
9.4 Nothing in the agreement shall be deemed to create any kind of partnership or joint venture between OilCareers and the Customer.
9.5 No failure or delay by either party in exercising any of its rights or remedies under the agreement shall operate as a waiver of those rights or remedies. No waiver shall be effective unless in writing and shall apply only in relation to the matter in respect of which it was specifically given. No waiver of any breach of the agreement is a waiver of any subsequent or other breach.
9.6 Neither party shall be liable for any delay or non-performance under the agreement caused by any event beyond its reasonable control (a “Force Majeure Event”) provided that the party affected gives prompt notice in writing to the other party of such Force Majeure Event and uses all reasonable endeavours to continue to perform its obligations under the agreement. If the Force Majeure Event continues for more than one month, the party not subject to the Force Majeure Event may terminate the agreement by notice in writing to the other party.
9.7 If any provision of the agreement is held to be illegal, void, invalid or unenforceable the legality, validity and enforceability of the remainder of the agreement shall not be affected.
9.8 Any notice required to be given under this agreement shall be in writing and shall be served by sending the same by electronic mail to the contact "e" mail address of the other party as notified from time to time with hard copy to follow by next working day recorded delivery to the address of the party stated at the head of this agreement or such other postal address as may be notified by that party in writing in accordance with this clause.
9.10 This agreement shall be governed by and construed in accordance with the laws of England without regard to its conflict of law provisions. The parties agree that jurisdiction and venue for any actions relating to this agreement will be in the courts of England.