BY CLICKING ON THE "ACCEPT" BUTTON BELOW (IF SUBSCRIBING ONLINE),OR BY RETURNING YOUR ACCEPTANCE (IF SUBSCRIBING VIA ANY OTHER MEANS),YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST DISCONTINUE THE SUBSCRIPTION PROCESS NOW. WHERE YOU ARE USING THIS SERVICE ON BEHALF OF A BUSINESS, YOU WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER THIS CONTRACT ON BEHALF OF YOUR COMPANY (OR OTHER PERSON AS DEFINED IN CLAUSE 1.3).
Caroo is a unique forward thinking platform to allow users to post job and role vacancies, and message and liaise with potential Candidates. The system consists of a mobile application for, a mobile web application, and a management portal for those seeking Candidates.
Caroo grants access on a subscription basis.
You wish to use the Caroo Services on this subscription basis.
Caroo has agreed to provide, and you have agreed to take and pay for, the Caroo Services subject to the terms and conditions of this agreement.
1.1 The definitions and rules of interpretation in this clause apply in these Terms.
Additional Services: means Additional Services which are subject to the Additional Services Fees.
Authorised Users: those employees and contractors who are in your control and need to use the Caroo Services.
Sign Up Form: means the forms to be completed by you and submitted to Caroo as part of your subscription, following your acceptance of these Terms, and used from time to time to amend your details which includes key details, the Additional Services you wish to subscribe to (including any Additional Services) and contact details.
Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5.
Additional Services: means any other services, including account managers and that are made available via the Caroo Services including Additional Services.
Additional Services Fees: means any fees applicable and payable by you for access to certain Additional Services (including Additional Services) which may be requested during your Subscription.
Candidate: means an individual user who has signed up to the Caroo Service and is looking for roles and who you may view, review, and communicate with.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Customer Materials: means any artworks, assets, branding, or copy that you provide to Caroo (where required as part of the Caroo Services to be provided as part of your Subscription).
Customer Data: the data inputted by you, or Caroo on your behalf for the purpose of using the Caroo Services.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
Documentation: the documents made available to you by Caroo from time to time which set out a description of the Caroo Services and the user instructions for your use of the Caroo Services.
Caroo User Notice: means any terms that apply to the access by an Authorised User to the Caroo Software or Caroo Services.
Free Trial: means a period of 1 week during which you, and/or Authorised Users, may access the Caroo Services as set out in the Subscription Information to enable you to evaluate whether to continue to pay Subscription Fees to receive a Subscription. There is currently no free trial period offered on Caroo.
Start Date: is the date on which you click accept or the date set out in an offer sent to you by Caroo, or such other date that Caroo notifies you of (e.g. when changing levels of Subscription).
Software: means any software or mobile application which Caroo may make available (subject to the Caroo User Notice) for you (and Authorised Users) to install to access the Caroo Services from a variety of sources, from time to time.
Subscription(s): the subscription purchased by you pursuant to clause 9.1 which entitle you and all Authorised Users (where there are no caps on the number of Authorised Users) to access, receive and use the Caroo Services and the Documentation in accordance with these Terms and the applicable Subscription Information.
Subscription Fees: the subscription fees payable by you to Caroo for the Subscriptions calculated in accordance with the Subscription Information and Sign Up Form.
Subscription Information: the information set out in, or attached to, the Sign Up Form, andsets out the various levels of Subscription, initial training to use the Caroo Services, the Additional Services that are accessible, any limitations that apply to your current tier (such as limitation on number of Candidate profiles that can be viewed and/or communicated with) and the applicable Subscription Fees.
Subscription Term: means each consecutive monthly or annual period, the first commencing on the Start Date.
Terms: means the terms and conditions of this agreement.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
you, your and yours: means you, the customer who wishes to be granted a Subscription.
Caroo: means CAROO LIMITED company registered in England with company number 10112741 and whose registered address is Optimise Capital, PO Box SK9 5BQ, Hesketh House, Water Lane, Wilmslow, Cheshire, United Kingdom, SK9 5BQ.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Words in the singular shall include the plural and vice versa.
1.6 A reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.8 A reference to writing or written includes faxes and e-mail (SAVE THAT e-mail shall not be permitted as a means for service of any legal proceedings).
1.9 References to clauses and schedules are to the clauses and schedules of these Terms; references to paragraphs are to paragraphs of the relevant schedule to these Terms.
2. Subscriptions and Your Obligations
2.1 These Terms shall come into force when you click accept, or Caroo receives your confirmation of an offer, stating you accept the Terms. Our agreement shall continue in accordance with these Terms. If you are subscribing for a Free Trial, clauses 3 and 4 shall apply.
2.2 Subject to you paying the Subscription Fees and to either party exercising the right to terminate, the restrictions set out in this clause 2, and you observing the Terms, you have the right to use the Caroo Services and the Documentation during the Subscription Term as per the Subscription Information.
2.3 Caroo shall provide you with unique credentials to access the Caroo Services. These credentials shall be required should you use Software to access the Caroo Services. By using the Caroo Services you will be able to invite Authorised Users. You hereby expressly acknowledge that Authorised Users will have full access to your Caroo account on the Caroo Services. Only invite or disclose information to those in your organisation with appropriate authority. You are solely responsible for all acts and omissions of Authorised Users using the Caroo Services.
2.4 You (and you shall ensure that Authorised Users are aware of and observe the same, where applicable),undertake that:
(a) You are over the age of 18 (or have express consent from an adult over the age of 18);
(b) You shall keep the security token, or any password and log-in information confidential and only provide it to those Authorised Users who require it;
(c) You are solely responsible for giving required access credentials of an appropriate level to your appointed individuals (i.e. don’t provide administrative system login to individual parent Authorised Users);
(d) You shall notify Caroo immediately if you become aware of, or suspect, that any unauthorised third party has knowledge of, or access via, security token or any password and log-in information provided to you;
(e) You shall make all Authorised users aware of these Terms and undertake to comply with them (and you shall remain responsible at all times for the actions or omissions Authorised Users);
(f) You shall comply with all computing security procedures that may be deemed reasonably necessary as directed by Caroo;
(g) You shall comply with all applicable laws and regulations with respect to your activities under these Terms;
(h) You shall be responsible for any breach by an Authorised User of these Terms;
(i) You shall be solely responsible for procuring and maintaining your network connections and telecommunications links from its systems to Caroo’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
(j) Provide Caroo with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to customer data, security access information and configuration services as may be reasonably required by Caroo to provide the Caroo Services; in order to provide the Services, including but not limited to Customer Data, and Customer Materials security access information and configuration services;
(k) carry out all responsibilities required from you as set out in this agreement in a timely and efficient manner. In the event of any delays (i.e. if the Customer does not provide Customer Materials to allow Caroo to add a ‘logo’ to a profile page, where such customisation has been agreed in an Sign Up Form) in the Customer's provision of such assistance as agreed by the parties, Caroo may adjust any agreed timetable or delivery schedule as reasonably necessary;
(l) obtain and shall maintain all necessary licences, consents, and permissions necessary for Caroo, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(m) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Caroo's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
2.5 You or your Authorised Users shall not upload, store, distribute or transmit any Viruses, or any material during the course of your use of the Caroo Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) causes damage or injury to any person or property;
and Caroo reserves the right, without liability to you or prejudice to its other rights, to disable your access to any material that breaches the provisions of this clause.
2.6 You shall prevent any unauthorised access to, or use of, the Caroo Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Caroo.
2.7 You warrant that any answers you give in the Sign Up Form are true and correct to the best of your knowledge. If Caroo becomes aware of any inconsistencies in the answers given by you, or a breach of these terms Caroo reserves the right to:
(a) adjust the level of Subscription and the Subscription Fee accordingly and invoice you retrospectively for any shortfall in the actual Subscription Fee paid by you and the Subscription Fee due from you which will be paid by you immediately; or
(b) terminate the Subscription, without prejudice to any other right that Caroo may have, including for any claim for damages.
2.8 You shall provide such information to Caroo as it may reasonably request and that Caroo considers reasonably necessary for the purpose of providing the Caroo Services.
2.9 The rights provided under this clause 2 are granted to you only and shall not be considered granted to any subsidiary or holding company.
2.10 Should Caroo make available to you Software to access the Caroo Services, your use of the Software shall be at all times subject to the Caroo User Notice which you hereby accept, and each Authorised User under your employ or control is required to adhere to.
2.11 Caroo does not warrant that any of the Software will be compatible with other third party software nor does it warrant that operation of Caroo Services and the Software will not damage or disrupt other software or hardware. Any issues related to the Software, including any system requirements, are covered and limited by these Terms.
2.12 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Caroo Services and, in the event of any such unauthorised access or use, promptly notify Caroo.
2.13 You shall use the Caroo Services proportionately and reasonably in accordance with what Caroo deems ‘fair’. If Caroo deems your use to be in contradiction to this clause, Caroo may suspend your access (and Authorised Users access) to the Caroo Services without liability or any claim for loss or damage from you.
2.14 You shall at all times remain solely responsible for the information, media, materials, content (audio, visual or otherwise) and/or advice and/or correspondence using the Caroo Services, including, without limitation, any information that may be sent from an Authorised User to a Candidate and you hereby agree to indemnify, and keep indemnified and hold harmless Caroo, its directors, employees, agents and related parties against any and all damages (direct or indirect, consequential or otherwise),claims, losses, or fines as a result of your (or your Authorised Users’) use of the Caroo Services.
2.15 No exclusivity shall be implied or otherwise construed regarding the supply of the Caroo Services to you.
3. Free Trial – Clauses 3 and 4 shall apply to you if you are subscribing for a Free Trial.
3.1 Free Trials (as set out in the Subscription Information) are only available to new subscribers to the Caroo Services and are available at Caroo’s sole discretion from time to time. Previous Subscription holders or those who have previously received a trial of the Caroo Services do not qualify for a Free Trial.
3.2 Upon registering for your Free Trial, you will be required to enter your payment method which will be used by Caroo to charge the Subscription Fee for the following month. Your method of payment will be authorised for direct debit for each monthly fee in accordance with the Subscription Information. This allows us to verify your identity and to protect us from fraud.
3.3 You will only be able to use the full Caroo Services during the Trial Period if a validated payment method has been authorised and received by Caroo. During the Free Trial you are limited to viewing and messaging 5 Candidates.
3.4 Your Free Trial period will commence on the Start Date.
4. After the Free Trial
4.1 At any time during your Free Trial you may provide Caroo by using the account management options in the Caroo Services account made available you, confirming that you do not wish to continue to receive a Subscription at the end of the Free Trial. If a free trial is offered at the time of signing up.
4.2 Following completion of your Free Trial and subject to you having not notified us that you wish to cease your use of the Caroo Services, you shall be deemed to have started a 1 year or monthly Subscription (as per the Subscription Information) and the date following the last day of the Free Trial shall be deemed the Start Date for the purpose of billing you the Subscription Fees and calculating the Subscription Term.
5. Caroo Obligations
5.1 Caroo shall, during the Subscription Term, provide the Caroo Services to you on and subject to these Terms.
5.2 Caroo does not make any representation or warranty regarding uptime or availability of the Caroo Services.
5.3 Caroo reserves the right at any time to modify the Caroo Services and/or Documentation without notice to comply with law, regulations, or security requirements.
5.4 Caroo undertakes that the Caroo Services will be performed and made available with reasonable skill and care.
5.5 Notwithstanding the foregoing, Caroo:
(a) does not warrant that your use of the Caroo Services will be uninterrupted or error-free, nor that the Additional Services, Documentation and/or the information obtained by you through the Caroo Services will meet your requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Caroo Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6. Changes to Subscription and Additional Services and Services
6.1 During the Subscription Term you may, from time to time, request to receive Additional Services and/or to increase the level of Subscription you receive (e.g. from a Tier 1 to Tier 2 level).
6.2 If you wish to request Additional Services or to increase your Subscription, you shall make such a request from Caroo in writing or via the management profile on your account and such request shall only take effect upon Caroo providing its written acceptance and confirmation.
6.3 Caroo shall confirm acceptance of your request by notifying you via email to the email given upon set up of your account. Where you have requested:
(a) Additional Services, Caroo shall, when it has confirmed it can make available the Additional Services to you, charge you via the billing details given on sign up for the Additional Services Fees and make such Additional Services available to you via the Caroo Services on receipt of the Additional Services Fees; and/or
(b) An increase to your Subscription, Caroo shall set out in the confirmation email the Start Date for your new Subscription which shall be billed in accordance with clause 9.
6.4 Where Caroo is to provide initial training in the use of the Caroo Services during the Subscription Term, such training shall be delivered in accordance with the Sign Up Form (at the location and on the date set out therein). Any additional training shall be subject to prior written agreement and payment of further agreed fees.
6.5 Where you identify a requirement for functionality beyond that which is achievable by the Caroo Services, the development of the same by Caroo shall be subject to agreement and further applicable terms.
7. Proprietary Rights
7.1 You acknowledge and agree that Caroo and/or its licensors own all intellectual property rights in the Caroo Services, the Documentation or the Additional Services. Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered),or any other rights or licences in respect of the Caroo Services, the Documentation or the Additional Services. Access is granted on a subscription basis only, and you shall have no rights to the Caroo Services when your Subscription terminates. You will at all times remain the owner of the Customer Materials SAVE THAT you hereby grant Caroo a limited use licence for the purpose of using such Customer Materials in the performance of the Caroo Services (i.e. the customisation of the Caroo Services with your trade mark or logo).
7.2 You shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Caroo Services and/or Documentation and/or Additional Services in any form or media or by any means; or
(i) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Caroo Services; or
(b) access all or any part of the Caroo Services and Documentation in order to build a product or service which competes with the Caroo Services; or
(c) use the Caroo Services and/or Documentation and/or Additional Services to provide Caroo Services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Caroo Services and/or Documentation and/or Additional Services available to any third party, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Caroo Services and/or Documentation and/or Additional Services.
8. Customer Data
8.1 You shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
8.2 Caroo shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available on request, as such document may be amended by Caroo in its sole discretion from time to time. In the event of any loss or damage to Customer Data, your sole and exclusive remedy against Caroo shall be for Caroo to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Caroo in accordance with the archiving procedure described in its Back-Up Policy. Caroo shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
8.3 Caroo shall, in providing the Caroo Services, comply with its Privacy Notice relating to the privacy and security of the data, available at [ HYPERLINK "https://caroo.co.uk/pages/privacy-policy" https://caroo.co.uk/pages/privacy-policy] or such other website address as may be notified to you from time to time, as such document may be amended from time to time by Caroo in its sole discretion.
8.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. This includes, without limitation, making available your own privacy notice and policies to Candidates where you are collecting their personal data, and liaising with them.
8.5 The parties acknowledge that:
(a) if Caroo processes any personal data on your behalf when performing its obligations under this agreement, you are the controller and Caroo is the processor for the purposes of the Data Protection Legislation.
(b) in most instances, where you message or offer a role to a Candidate via the Caroo Services, Caroo is making available that Candidate’s personal data in accordance with its privacy notice. That transfer shall be deemed a controller to controller transfer.
However, following contact from a Candidate, where you require a transfer of a Candidate’s details via API or other means to a third party database (where Caroo has the technical capability to do so) you acknowledge that Caroo may do so, such transfer shall be undertaken by Caroo acting as processor on your behalf. You undertake to identify a legitimate basis for the transfer to the Candidate, the appropriate legal grounds, and fulfil all requirements in accordance with 8.4. Caroo has no responsibility for any performance of any third party following such transfer.
(8.6) Without prejudice to the generality of clause 8.4, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Caroo for the duration and purposes of this agreement so that the Caroo may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf, including, without limitation, any transfer to a third party as stated in 8.5(b).
(8.7) Without prejudice to the generality of clause 8.4, Caroo shall, in relation to any personal data processed in connection with the performance by Caroo of its obligations under this agreement as processor:
(a) process that personal data only on your documented written instructions unless Caroo is required by the laws of any member of the European Union or by the laws of the European Union applicable to Caroo and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where Caroo is relying on Applicable Laws as the basis for processing personal data, Caroo shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Caroo from so notifying you;
(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(i) Caroo or you have provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(c) Caroo complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(d) Caroo complies with reasonable instructions notified to it in advance by you with respect to the processing of the personal data;
(e) assist you, at your cost, 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;
(f) notify you without undue delay on becoming aware of a personal data breach;
(g) at your written direction, delete or return personal data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the personal data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 8 and inform you if, in Caroo’s opinion, an instruction infringes the Data Protection Legislation.
8.8 Each party shall 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, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
8.9 Either party may, at any time on not less than 30 days' notice, revise this clause 8 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
You hereby indemnify, shall keep indemnified, and hold Caroo, its directors, employees, agents and related parties, harmless from any and all indirect or direct losses, damages, claims, fines, costs, whether foreseeable or otherwise, as a result of any breach by you of this Clause 8.
9. Charges and Payment
9. Payments are processed by a third party who are CHARGEBEE INC (which is a US based service which has implemented strong security standards, and which operates in accordance with the EU-US Privacy Shield principles.
9.1 You shall pay the Subscription Fees to Caroo for the Subscription in accordance with this clause
9.2 Prior to the Start Date, if you have not already provided these, you will be required to provide an up to date billing method and details where payment is to be made by direct debit, or an address that invoices must be sent to. Caroo will make available downloadable invoices to you on or before the date on which payment is due, and payment must be made by the agreed due date (which shall be the monthly ‘anniversary’ date’ of your Start Date). Payments are always made in advance of the coming month of your Subscription.
9.3 Caroo shall bill you and you shall pay:
(a) the Subscription Fees payable in respect of the Subscription (where Subscription Fees apply in accordance with the Subscription Information) on the Start Date for the month commencing on the Start Date; and
(b) subject to clause 13.1, on each subsequent monthly ‘anniversary’ of the Start Date the Subscription Fees payable in respect of the next month.
9.4 If Caroo has not received payment, without prejudice to any other rights and remedies of Caroo:
(a) Caroo may, without liability to you, disable your password, account and access (and Authorised Users’ rights to access and use) to all or part of the Caroo Services and shall be under no obligation to provide any or all of the Caroo Services while the invoice(s) concerned remain unpaid; and
(b) Remove any job postings, profile pages or postings so that Candidates may not view these; and
(c) interest shall accrue on such due amounts at an annual rate equal to 8% over the then current base rate of the Bank of England in accordance with the Late Payment of Commercial Debts (Interest) Act 1988 at the date the relevant invoice was issued, commencing on the date on which payment was due Date and continuing until fully paid, whether before or after judgment.
9.5 All amounts and fees stated or referred to in these Terms:
(a) shall be payable in pounds sterling;
(b) are non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added at the appropriate rate.
9.6 Unless agreed otherwise, subject to clause 9.7, Caroo shall be entitled to increase the Subscription Fees at the start of each Renewal Period.
9.7 If Caroo decides to exercise its right under clause 9.6, Caroo shall provide you with at least 14 (fourteen) days’ written notice prior to the end of the then current month of your Subscription Term. Upon receipt of this notice, you may:
(a) reply in writing to Caroo within 7 days of the above notice stating that you do not wish to continue to receive a Subscription for any further time. If you exercise this right, you shall continue to receive the Subscription until it terminates automatically at the end of the then current month; or
(b) not do anything, in which case, if Caroo has not received a written notice stating otherwise, Caroo will ensure that the Subscription Term automatically renews for subsequent monthly periods on the basis of the revised Subscription Fees and your direct debit and invoicing shall be amended accordingly.
10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
10.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms.
10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.
10.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
10.5 You acknowledge that details pertaining to these Terms and mechanisms/workings of the Caroo Services constitute Caroo's Confidential Information.
10.6 You hereby agree that Caroo can disclose its relationship with you, and include your trade mark, company name, brand name or other identifier in its marketing and PR materials (online and offline).
10.7 Caroo acknowledges that Customer Data is your Confidential Information.
10. 8 This clause 10 shall survive termination of these Terms, however arising.
11.1 You shall defend, indemnify and hold harmless Caroo against claims, actions, proceedings, losses, damages (both indirect and direct),expenses and costs (including without limitation court costs and legal fees) arising directly as a result of your use of the Caroo Services and/or Documentation and/or Additional Services including any claim or demand made by any Authorised User as a result of the same. This indemnity shall not give cause to any liability where such claim relates to any act or omission of Caroo (including the infringement of any intellectual property rights of any third party by making the Caroo Services available).
12. Limitation of Liability
12.1 Except as expressly and specifically provided in this agreement:
(a) you assume sole responsibility for results obtained from the use of the Caroo Services and the Documentation, and for conclusions drawn from such use including the appointment or engagement of any Candidate. You are solely responsible for clearing, appraising and confirming the skillets, qualifications and quality of any Candidate. Caroo shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts you provide to Caroo in connection with the Caroo Services, any information provided by a Candidate, or any actions taken by Caroo at your direction;
(b) 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 this agreement; and
(c) the Caroo Services and the Documentation are provided to on an "as is" basis.
12.2 Nothing in this agreement excludes the liability of Caroo:
(a) for death or personal injury caused by Caroo's negligence; or
(b) for fraud or fraudulent misrepresentation.
12.3 Subject to clause 12.1 and clause 12.2:
(a) Caroo 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 this agreement; and
(b) Caroo'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 this agreement shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.
13. Term and Termination
13 commence on the Start Date and shall continue for the Initial Subscription Term and, thereafter, these Terms shall be automatically renewed for successive periods of a month, unless:
13.1 These Terms shall, unless otherwise terminated as provided in this clause
(a) either party notifies the other party of termination, in writing, at least 7 days before the end of the current month, in which case these Terms shall terminate at 11:59pm on the last day of that current month; or
(b) otherwise terminated in accordance with the provisions of these Terms.
13.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate these Terms without liability to the other if:
(a) that other party commits any material breach or persistently breaches any of its obligations under these Terms which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or
(b) that other party ceases to trade (either in whole, or as to any part or division involved in the performance of this letter) or becomes insolvent or is otherwise unable to pay its debts within the meaning of the insolvency legislation applicable to that party.
13.4 On termination of these Terms for any reason:
(a) all rights of access to the Caroo Services under these Terms shall immediately cease including any right of Authorised Users within your employ or control to access the Caroo Services;
(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c) Caroo shall suspend the account, making it not visible to users and Candidates, including any postings. Caroo shall hold this account data (and any Customer Data and Materials within the same) for a period of 6 months. Following this period, Caroo may destroy or otherwise dispose of any Customer Data or Customer Material in its possession; and
(d) 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.
13.5 Should you wish to reinstate your Subscription following termination or suspension, please write to us at our email address: firstname.lastname@example.org
14. Force Majeure
Caroo shall have no liability to you under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, virus (including COVID19) strikes, lock-outs or other industrial disputes (whether involving the workforce of Caroo or any other party),failure of a utility service or transport or telecommunications 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 sub-contractors, provided that you are notified of such an event and its expected duration.
15.1 A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
15.2 Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.
16.1 If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
16.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17. Entire agreement
17.1 These Terms, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
17.2 Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.
18.1 You shall not, without the prior written consent of Caroo, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
18.2 Caroo may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
19. No Partnership or Agency
Nothing in these Terms 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).
20. Third Party Rights
These Terms do 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.
21.1 Any notice required to be given under these Terms shall be in writing and shall be:
(a) delivered by hand, or by prepaid first class post or recorded delivery to either party’s registered address or such other address as given; or
(b) sent by email to the email address provided by you in the Sign Up Form, or in the case of Caroo, to email@example.com.
21.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). A notice sent by email shall be deemed to have been received at the time of transmission (as shown by an email send receipt).
22. Governing Law and Jurisdiction
22.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
22.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms.
23. Amendments to these Terms
23.1 Caroo reserves the right to update these Terms by providing you written notice of the same, which you shall be deemed to have accepted the next time you log in, or use, the Caroo Services.
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