- "Agreement" means the contract made between the Company and the Customer which comprises the Order accepted by the Company and these Terms;
- "Company" means 10 Minutes With Limited (company registration number 08451881) whose registered office is at First Floor, Thavies Inn House 3-4, Holborn Circus, London, EC1N 2HA, United Kingdom (also referred to as 'we' and 'our' in these Terms);
- "Customer" means the person which submits the Order;
- "Data" means all data including Profiles provided to the Customer pursuant to the Order;
- "Data Subject" means an individual who has completed a Profile;
- "Order" means the online purchase order placed by the Customer with the Company for the Purchase of Data;
- "Profile" means information about a Data Subject, including personal data, provided by that Data Subject to the Company via the Site;
- "Purchase" means the grant of a non-exclusive restricted end user licence subject to and in accordance with these Terms (and "Purchase of Data" shall be interpreted accordingly);
- "Site" means our website and any additional services which we may make available for our website users, such as mobile applications, which may be under the '10 Minutes With' name or another of our branded services; and
- "Terms" means these purchase order terms.
- In these Terms "person" includes any individual or company and "company" shall include any company, corporation or other body corporate or unincorporated body wherever and however established and whether or not having separate legal personality.
- These Terms shall apply to all Data Purchased by the Customer from the Company pursuant to an Order. The Customer's submission of an Order shall constitute an offer by the Customer to purchase the Data on the basis of these Terms which Order shall, upon acceptance by the Company, together with these Terms constitute the Agreement. The Company's acceptance of the Order shall take place upon the delivery of the Data by the Company to the Customer.
- The Order and these Terms constitute the entire agreement between the parties. The Customer acknowledges that it has not relied upon nor been induced by any promise, representation or statement whether made to it orally or in writing by or on behalf of the Company that is not expressly set out in these Terms. Except as expressly provided in these Terms all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
- The Customer acknowledges and agrees that its Purchase of Data is for its own business purposes and it is not entering into this Agreement as a consumer.
Client's data use
- 3.1 The Customer is granted a non-exclusive licence to access and use the Data Purchased by it strictly for the purposes of identifying Data Subjects whose Profiles indicate that such persons are potentially suitable candidates for specific employment opportunities being offered by the Customer and contacting such persons with regard to those employment opportunities, and all such use shall be subject to and in accordance with these Terms. The Customer may continue to access and use the Profiles of those Data Subjects which it has Purchased until (i) the relevant Data Subject withdraws their consent to such use, or (ii) the relevant Data Subject ceases to be a subscriber to the Site, or (iii) the Agreement terminates, whichever shall be the first to occur.
- The Customer may not disclose the Data to or share the Data with any other person.
- To the extent that any Data constitutes personal data (as defined under the Data Protection Act 1998) the Customer shall comply with its obligations in relation to personal data under these Terms. Whether or not the Data constitutes personal data, the Customer shall in all circumstances hold, use and apply all Data in full compliance with all applicable laws in any jurisdiction in which any such Data is held, used or applied or intended to be held, used or applied.
- Without prejudice to the generality of clause 3.3, the Customer acknowledges and agrees that the Data about a Data Subject may include so-called 'protected characteristics' under the UK's Equality Act 2010 and the Customer shall not hold, collate, use or apply any Data, including any protected characteristics, in any manner which would be in breach of the Equality Act 2010 or any similar or equivalent legislation in any applicable jurisdiction, and the Customer shall not discriminate against any Data Subject on the basis of any of their protected characteristics whether or not to do so would be in breach of any legislation in any applicable jurisdiction,.
- The Customer's compliance with clauses 3.2 to 3.4 are conditions of the Agreement and in the event of any breach of those clauses by the Customer then the Company may without prejudice to any of its other rights and remedies forthwith terminate the Agreement under clause 8.1(a) without any refund of fees or any other compensation to the Customer and the Customer shall indemnify the Customer in accordance with clause 6.
- The Customer acknowledges and agrees that the Company and/or its licensors own all intellectual property rights in the Data and the Site. Except as expressly stated in these Terms, the Customer is not granted any rights to, or in, any intellectual property rights or any other rights or licences in respect of the Data or the Site.
- The Customer hereby grants to the Company a non-exclusive, non-transferable licence to use its name, trademark and logo or such similar intellectual property rights in order for the Company to promote and market the Site and its related services to its Site users and other customers including on the Site and in any promotional materials or presentations.
Except as may be required by law or any applicable regulatory body, or as is strictly required to perform its obligations under the Agreement, each party shall keep secret and confidential and not use, disclose or divulge to any third party any information that it obtains about the other concerning the business, finances, technology, know-how and affairs of the other. This clause does not apply to information that has come into the public domain other than by breach of this clause or is required to be disclosed by law.
The Customer shall defend, indemnify and hold harmless the Company from and against any and all claims, actions, proceedings, losses, damages, liabilities, fines, penalties, charges, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's breach of the Agreement howsoever arising and of any nature whatsoever.
Limitation of liability
- This clause 7 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer arising under or in connection with the Agreement, in respect of the provision of the Data, and in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
- Nothing in these Terms excludes the liability of the Company for death or personal injury caused by the Company's negligence or for fraud or fraudulent misrepresentation.
7.3 Subject to clauses 7.1 and 7.2:
- the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and
- the Company's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the total fees paid by the Customer under the Order.
Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:
- the other party commits a material or persistent breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
- an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party or any other event of insolvency is commenced or such analogous event in any other jurisdiction.
On termination of the Agreement for any reason:
- the rights and licences granted to the Customer under the Agreement shall forthwith terminate;
- the Customer shall permanently remove all Data from its records (including from any form of electronic storage including any back-ups or archives); and
- the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
- Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:
- Nothing in these Terms shall be deemed to constitute a partnership between the parties nor to constitute either party as the agent of the other party for any purpose.
- No failure of any party to exercise, and no delay by it in exercising, any right, power or remedy in connection with the Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or the exercise of any other right. The rights provided in the Agreement are cumulative and not exclusive of any other rights (whether provided by law or otherwise). Any express waiver of any breach of the Agreement shall not be deemed to be a waiver of any subsequent
- The Customer may not transfer, assign, license or otherwise dispose of or deal with the Agreement or any of the rights and obligations under the Agreement.
- If any provision in the Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this agreement but the legality, validity and enforceability of the remainder of this agreement shall not be affected.
Law and dispute resolution
- The Agreement and any disputes or claims arising out of or in connection it shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of English courts of England.
- The Customer hereby agrees and acknowledges that common law remedies may not be adequate or appropriate to remedy or compensate for a breach of any of its obligations under this Agreement, including without limitation those related to the proper processing, use and application of Data, and that consequently the parties expressly contemplate and acknowledge that in the event of a breach of any such obligations the Company shall be entitled if it so requires in any particular case to seek injunctive relief (including specific performance and injunction) in addition to any other available remedy, including damages, from a Court of competent jurisdiction.