Formerly TalentPool

Terms of Business

Managed Campaign Agreement

These Terms of Business are applicable to all Services rendered by Feisty Advertising Limited ('Feisty') to the Client. By engaging Feisty's Services, the Client accepts these Terms of Conditions and Feisty's Terms of Use.

This agreement shall be construed in accordance with the laws of England. The Parties hereby submit to the exclusive jurisdiction of the courts of England in relation to any dispute or claim arising out of or in connection with this agreement provided that the Parties shall be entitled to enforce any judgement of the courts of England in the courts of any jurisdiction.

These Terms of Business supersede all previous terms and shall continue to be in force for a period of 12 months from the date of Completion of this Agreement.

All terms of this Agreement will apply unless a specific and time-limited variation is agreed by both Parties in writing (such as by email correspondence) and with reference to this Agreement. Such a qualifying written variation will supersede the relevant clauses within this Agreement.

Key Terms

Managed Campaign Fee = £500 +VAT

Campaign Duration = 30 days

Definitions

Campaign - inclusion on the Site and on other sites of the particulars of a Contract Requirement of the Client, to include the preparation for this marketing activity and ongoing monitoring and management.

Candidate - a person Introduced by Feisty to the Client.

Client - the person, firm or corporate body to whom Feisty provides Services and who is represented by the signatory to this agreement.

Contract Requirement - a requirement by the Client for the services of an individual rendered as an employee of the Client or as a contractor or any other arrangement, both temporary and permanent.

Credit Period - a period of 12 months beginning on the date of payment by the Client of the Managed Campaign Fee.

Services - the delivery of one Campaign by Feisty, advertising a single Contract Requirement on behalf of the Client in order to identify, attract and engage candidates for the Client.

Site - www.feistyjobs.com owned and operated by Feisty and such third-party websites as Feisty shall at its discretion determine from time to time (provided that it shall not post Client requirements on any website that the Client has notified to Feisty in writing as being unacceptable to the Client).

Services and Fees

1. Feisty will deliver the Services to the Client upon the payment of the Managed Campaign Fee.

2. In the event that Feisty has not received from the Client the relevant details for the Contract Requirement to enable them to properly deliver the Services to the Client within the Credit Period, Feisty will have no obligation to deliver the Service to the Client.

3. The Client agrees to pay to Feisty the Managed Campaign Fee for each Campaign launched by Feisty for the Client. The relevant Campaign will be live for the Campaign Duration.

4. The total Managed Campaign Fee must be paid in full and in advance of the Campaign start.

5. The Managed Campaign Fee will not in any circumstances be refundable.

General Terms

1. Feisty will deliver the Services to the Client upon the payment of the Managed Campaign Fee.

2. In the event that Feisty has not received from the Client the relevant details for the Contract Requirement to enable them to properly deliver the Services to the Client within the Credit Period, Feisty will have no obligation to deliver the Service to the Client.

3. The Client agrees to pay to Feisty the Managed Campaign Fee for each Campaign launched by Feisty for the Client. The relevant Campaign will be live for the Campaign Duration.

4. The total Managed Campaign Fee must be paid in full and in advance of the Campaign start.

5. The Managed Campaign Fee will not in any circumstances be refundable.

Services and Fees

6. This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

7. The parties agree that the provisions set out in the Schedule will apply in relation to personal data. On receipt of the Candidate's Curriculum Vitae, the Client agrees that it shall be responsible for obtaining the necessary consent from the Candidate for use of his/her personal information (be it for the purpose of performing background checks or otherwise) in order to progress the Candidate's application.

8. The Client agrees at all times, including in its dealings with Candidates, to comply with the law.

9. Interest will be charged on overdue payments at the rate of 8% above the base rate as set from time to time of Barclays Bank PLC and will be payable on demand.

10. The Candidate is Introduced to the Client on the basis that he/she is subject to the supervision, direction and control of the Client as to the manner in which the Candidate renders his/her services to the Client. The Client shall be responsible for any loss, liability, damage, costs, claims or expenses suffered or occurred, directly or indirectly by the Client arising from or connected with the Engagement of any Candidate, however, so arising.

11. The Client shall be responsible for any acts, errors or omissions of the Candidate whether they are wilful, negligent or otherwise, as though the Candidate were the direct employee of the Client, and shall indemnify Feisty in respect of any and all liability and claims arising from such acts, errors or omissions, unless such damage was a reasonably foreseeable consequence of any action or omission of Feisty, having regard to the fact that it is the Client's responsibility to take up references (see clause 4).

12. Feisty shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with Feisty seeking a Candidate for the Client or from the Introduction to or Engagement by the Client of any Candidate or from the failure of Feisty to introduce any Candidate. For the avoidance of doubt, Feisty does not exclude liability for death or personal injury arising from its own negligence and only limits its liability for failing to use reasonable care and skill in providing the Services to the aggregate fees paid to Feisty by the Client in the twelve months preceding the claim.

13. The Client accepts that Feisty is a recruitment advertising service and neither a placement agency nor an employment agency. Therefore, Feisty shall endeavour to ensure the suitability of the Candidate but does not guarantee suitability. The Client shall at all times use reasonable skill and care of a normally prudent employer to satisfy itself as to the suitability or otherwise of any Candidate for the relevant position; including seeking references and verifying qualifications of the Candidate. Feisty cannot accept responsibility for any statements or representations made to the Client about a particular Candidate either by the Candidate or Feisty.

14. It is the Client's responsibility to make the Candidate aware of the confidential nature of the information made available to the Candidate or which the Candidate may come across and the Client is responsible for ensuring that the candidate enters into confidentiality agreements with the Client (when necessary).

15. If any provision of this Contract shall become or be declared illegal, invalid or unenforceable, in whole or in any part, for any reason whatsoever by an authority, such part shall be deemed to be deleted. If this substantially alters or affects this contract, the Client and Feisty will negotiate in good faith to amend and modify these Terms of Business.

16. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to 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).

Schedule

1. Definitions

i. Agreed Purposes: provision by Feisty of details of potential candidates for engagement by the Client.

ii. Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.

iii. Data Protection Legislation: (i) the Data Protection Act 1998, until the effective date of its repeal (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and (iii) any successor legislation to the Data Protection Act 1998 and the GDPR, in particular, the Data Protection Bill 2017-2019, once it becomes law.

iv. Permitted Recipients: The parties to this agreement, the employees of each party and any third parties engaged to perform obligations in connection with this agreement.

v. Shared Personal Data: the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to contact details and other curriculum vitae of the Candidates.

2. Shared Personal Data

The provisions which follow outline the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:

i. ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;

ii. give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;

iii. process the Shared Personal Data only for the Agreed Purposes;

iv. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

v. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement;

vi. process no other personal data acquired in connection with this agreement other than the Shared Personal Data;

vii. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

viii. not transfer any personal data outside the European Economic Area unless the prior written consent of the data subject has been obtained and the following conditions are fulfilled.

a. the data subject has enforceable rights and effective legal remedies with regard to the transferred personal data;

b. the transferring party complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred.

3. Compliance

Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

4. Mutual assistance

Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

i. allow the other party to approve and, if the other party deems necessary, to amend any notices given to data subjects in relation to the Shared Personal Data;

ii. promptly inform the other party about the receipt of any data subject access request;

iii. provide the other party with reasonable assistance in complying with any data subject access request;

iv. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting with and obtaining the consent of the other party;

v. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

vi. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

vii. at the written direction of any data subject, delete or return personal data and copies thereof to the data subject on termination of this agreement unless required by law to store the personal data;

viii. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

ix. maintain complete and accurate records and information to demonstrate its compliance with this Schedule; and

x. provide the other party with contact details of at least one employee as a point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

Indemnity

Each party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other party of the Data Protection Legislation by that party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of Feisty under this clause shall be subject to the limits set out in clause 12.