1.1 In these Terms and Conditions unless the context otherwise requires, the following words have the following meanings:

“Advertiser” means the person, firm or company booking an advertisement and includes its successors in title and assigns;

“Agreement” means any agreement between the Advertiser and Company for the supply of the Services formed by these Conditions;

“Company” means Lee and Nightingale Limited of 1 Thursby Road, Croft Business Park, Wirral CH62 3PW;

“Conditions” means these terms and conditions;

“Content” means any information required for the Services;

“Delivery” means when the Services have commenced;

“Fee(s)” means the Fee(s) payable to Company for the Services as set out in any Agreement or as listed on the Company Website or other Company media;

“Intellectual Property Rights” means all vested, contingent and future intellectual property rights including but not limited to patents, copyrights, registered and unregistered trade marks, service marks, domain names, database rights, registered designs, design rights, know-how, inventions, get-up, confidential information, trade and business names, and any other similar protected rights in any country subsisting now or in the future together with, in relation to any of the foregoing rights: (i) the right to sue for past infringements; (ii) any applications for registration; and (iii) any licenses;

“Payment Schedule” means the schedule detailing the dates, amount and manner of payment to Company for the provision of the Services as may be set out in any Agreement, the Website or any other Company media;

“Services” means the services of Company as set out without limitation in clause 3 of these Conditions;

“Website” means the website www.northwestjobs.co.uk

1.2 In these Conditions, unless the context otherwise requires: (a) words in the singular include the plural and vice versa; and (b) a reference to: (i) “Company” includes any subsidiary or holding company of Company as defined under the Companies Act 1985 s. 736 (as amended), sub-contractor or agent of Company for the purposes of carrying out its obligations under any Agreement (ii) any party includes its successors in title and permitted assigns.

1.3 In the event of any conflict or inconsistency between these conditions and (a) any document; (b) the Company Website; (c) any Company media; or (d) or any Agreement between the Advertiser and Company, then these Conditions shall prevail.

1.4 In these Conditions or any Agreement unless the context otherwise requires words importing any gender include every gender;

words importing persons include firms, companies and corporations and vice versa;

references to numbered clauses and schedules are references to the relevant clause in or schedule to these Conditions;

reference in any schedule to these Conditions to numbered paragraphs relate to the numbered paragraphs of that schedule;

the headings to the clauses, schedules and paragraphs of these Conditions or Agreement will not affect the interpretation;

any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment except to the extent that it would increase the liability of the Company;

any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

any party who agrees to do something will be deemed to fulfill that obligation if that party procures that it is done.

1.5 The Company shall be entitled at any time to modify these Conditions and any such modified Conditions shall apply to the Advertiser when the Conditions are available on the Website.

2. Agreements

2.1 These Conditions apply to all Agreements between :

2.1.1 The Company and the Advertiser.

2.2 Any Agreement will be on these Conditions to the exclusion of all other representations, warranties, terms and conditions whether rendered prior to or subsequent to these Conditions (including without limitation any terms or conditions which the Advertiser purports to apply).

2.3 No variation of any Agreement shall be binding unless agreed in writing between the authorised representative of the Company and the Advertiser.

2.4 No action by Company shall purport to the Company’s acceptance of any terms or conditions of any Advertiser or third party and the Company’s Conditions shall always be deemed by the Advertiser subsequent to any other party’s terms and conditions unless otherwise stated in writing by an authorised officer of Company.

2.5 Any order placed by the Advertiser for the Services shall be deemed an offer that shall be capable of acceptance by Company and shall be deemed accepted at the initial point of delivery of the Services.

2.6 The Advertiser may not use nor have the benefit of any of the Services before reading these Conditions.

2.7 By using the Services the Advertiser indicates acceptance of the Conditions.

2.8An Advertiser which is an advertising agency shall be deemed to be the principal for the purpose of the Conditions and any Agreement and shall be responsible for the payment of Fees and shall be deemed to have the full authority on behalf of its client to enter into the Conditions and Agreement.

3. The Services of the Company

3.1 The Company shall supply the Advertiser with the Services exercising reasonable care and skill.

3.2 The parties may enter into a new Agreement in respect of any requirement by the Advertiser for variations that are substantial.

3.3 Subject to compliance by the Advertiser with clause 9, the Company shall provide the Services in accordance with the applicable Agreements, documents or information provided which may be included on the Website.

3.4 The Company is under no obligation to handle technical enquiries from third parties following completion of the Services. In the event of the Advertiser requiring further services from the Company, these services will be for the avoidance of doubt covered by these Conditions.

3.5 The Services include but are not limited to (a) providing details of the Advertiser, employment opportunities, job vacancies, job descriptions and employer details (the “Information”) on a website page which may be linked to the Website to promote the Information; (b) assisting persons to find suitable employment, training or work experience; (c) providing a database of prospective Information and employees; and (d) providing without obligation further advertising related services.

3.6 The extent of the Services are limited to the specific and relevant Payment Schedule applicable to the level of Services chosen by the Advertiser.

3.7 The Services shall be subject to any approval given by the Company following a review as to the Advertiser’s compliance with any Company policy, technical requirements, timings and submission procedures and the Company shall have no obligation to provide the Services until it has provided such a review in accordance with this clause.

3.8 Any Information and Content must be provided to the Company no later than three working days prior to the Commencement of any Services.

4. Orders

4.1 Any tariffs, proposals, offers, forms or similar documents from the Company shall not be treated as offers capable of acceptance by the Advertiser and shall be treated as invitations to treat only, providing information and do not place the Company under any obligations to enter into any Agreement.

4.2 All orders for the Services or use of the Website by the Advertiser shall be deemed offers to purchase such Services in accordance with these Conditions and capable of acceptance by the Company who shall not be obliged to make such acceptance.

4.3 The Company representatives shall not be authorised to accept orders or offers nor are they granted the right to enter into agreements on behalf of the Company.

4.4 Photographs, drawings, descriptions, illustrations or similar are provided only as a guide.

5. Assistance from the Advertiser

5.1 The Advertiser shall at all times provide the Company with such assistance, co-operation, information, entrance onto premises permission, licences and source materials as may reasonably be necessary to enable the Company to fulfil its obligations under the Agreement.

5.2 The Advertiser shall comply with all necessary laws and regulations and shall fully indemnify the Company against all losses incurred by the Company caused by the Advertiser’s failure to comply. It shall not be the Company’s responsibility to ensure compliance in accordance with this clause 5.2.

5.3 The Advertiser where applicable shall use best endeavours to ensure that its Content is secure.

5.4 The Advertiser shall immediately on its occurrence inform Company of any change of agent, key player or officer of the Advertiser.

5.5 The Advertiser shall use best endeavours to ensure that all information provided is accurate and kept up to date.

5.6 The Advertiser shall avoid damaging the reputation or goodwill of the Advertiser or the Company.

5.7 The Advertiser where requested to do so by the Company shall keep the Company fully informed of all matters, dealings, negotiations, correspondence and communications between any prospective employee and the Advertiser.

5.8 In consideration of the work provided to the Advertiser by Company the Advertiser shall not enter into any agreements with a prospective employee introduced by the Company without the prior written notice to the Company.

6. Term

6.1 The term of the Agreement between the Company and the Advertiser shall continue until the Services are complete unless otherwise notified in writing and signed by an authorised officer of Company.

6.2 The term shall commence on the date the Services commence unless otherwise agreed in writing and signed by an authorised officer of the Company.

6.3 The Company may provide notice of termination at its sole discretion without any further liability and the parties’ remedy shall be termination only

7. Delivery

7.1 The Company reserves the right to charge the Advertiser in respect of any additional work involved by the Company due to delay in Delivery caused by the Advertiser.

7.2 The Company shall supply the Services to the address provided by the Advertiser unless otherwise agreed in writing by an authorised officer of the Company.

7.3 At no point shall the Company be held responsible for any failure by the Advertiser in complying with the terms of any Agreement or these Conditions.

8. Change Control

8.1 At any time prior to the Delivery Date the Company or the Advertiser in consideration of further payment may in writing recommend from time to time changes to any part of the Services. Notwithstanding anything to the contrary in these Conditions the Advertiser shall be under any obligation to agree to any request or recommendation for a change.

9. Payment

9.1 In consideration for performance of the Services, the Advertiser shall pay the Fees in accordance with the Payment Schedule.

9.2 All sums payable under any Agreement are exclusive of VAT and other taxes, if any, which shall be charged in addition at the prevailing rate and shall be paid by the Advertiser.

9.3 Payment of the Fees and other charges are due within 30 days of the date of an invoice from the Company. The Company shall be free to issue any invoice at any time. The Company shall be entitled to charge interest on late payments at the rate of 4% above the base rate of the HSCB Bank current during that time on any amount outstanding, which is not paid in accordance with this clause. The Company is aware of its rights under the Late Payment of Commercial Debts (Interest) Act 1998.

9.4 If the Advertiser fails to pay any of the Fees in accordance with the Payment Schedule or these Conditions, the directors of the Advertiser shall be personally liable for payment of all unpaid Fees where the Advertiser is a Company.

9.5 Unless otherwise stated the Fees and tariffs are those in force at the time of payment being due and may be set out in the Payment Schedule.

9.6 The Company shall be entitled to change any Fees in any Payment Schedule following prior notice to the Advertiser which may include such change being included on the Website.

9.7 The Advertiser authorises the Company to offset at any time and without notification any amounts owed to the Advertiser, the amount owed by the Advertiser to Company.

10. Intellectual Property Rights

10.1 Intellectual Property Rights in the Services shall remain vested in the owners of the works unless otherwise agreed in writing.

10.2 The Company shall be entitled to use the Intellectual Property Rights of the Advertiser (in a reasonable manner) in the production of corporate brochures, press releases and similar printed or online materials solely for the purposes of promoting the Company and Services and/or the Advertiser to third parties.

11. Confidentiality

11.1 Each party (“the Recipient”) shall ensure that any confidential information (“CI” disclosed to it by the other shall not be used or disclosed save as is strictly necessary for the purposes of any Agreement and shall return to the other promptly on request any such CI provided by the other on any media.

11.2 The restriction contained in this clause 11 shall not apply to the extent that (a) disclosure or use of the Information is required by law; (b) evidence is available that the CI was already in the unrestricted possession of the Recipient before disclosure to it by the other party; or (c) the CI falls within the public domain other than through the default of the Recipient.

12. Security and control

The Company and the Advertiser shall during the continuance of any Agreement effect and maintain adequate security measures to safeguard the Services or the works from access or use by any unauthorised person.

13. Liability

13.1 Nothing in these Conditions shall exclude or restrict any party’s liability for: (a) death or personal injury resulting from its negligence or that of its employees while acting in the course of their employment; or (b) fraud or fraudulent misrepresentation.

13.2 The Company shall not be liable to the Advertiser in contract, tort or otherwise whatsoever arising out of or in connection with the Agreement for any indirect loss, consequential loss, loss of profits, business opportunity, goodwill or reputation.

13.3 The Company shall not be responsible for any property of the Advertiser that the Advertiser has requested be under the control of the Company and the Advertiser shall undertake to have adequate insurance cover for any damage or loss to its property whilst under Company’s control and to indemnify for any costs, losses or damages incurred by Company.

13.4 The Advertiser warrants that it has the right to enter into any Agreement and shall indemnify the Company for any losses, costs, damages, claims, expenses or demands which the Company may reasonably incur to the extent that: (a) any claim that the Services infringes the Intellectual Property Rights of any third party; and (b) any claim that the Services are defamatory, obscene, blasphemous or otherwise actionable under the laws and regulations of any jurisdiction.

13.5 The Advertiser warrants that it is responsible for and are in receipt of all insurances necessary for any Services.

13.6 The Advertiser warrants that it is responsible for the activities of any of its agents, employees or contractors.

13.7 The Advertiser shall indemnify the Company for all losses, damages and costs incurred by the Company as a result of any breach by the Advertiser of any warranty or term set out in the Conditions or Agreement.

13.8 No indemnity shall be due from the Company subject to damages to the Advertiser as a result of wilful misrepresentation by an officer of the Company.

13.9 Any indemnity from the Company shall be limited to the agreed fee payable from the Advertiser to the Company for the relevant Services.

13.10 The Company shall have no responsibility to repair or replace any damaged property owned, licensed or rented by the Advertiser.

13.11 The Company is not bound by any third party guarantee including that of the Advertiser.

13.12 Nothing in these Conditions shall affect the Advertiser’s statutory rights where applicable

13.13 The Company is not an agent for the Advertiser for the purposes of the employment that may take place between a prospective employee introduced by the Company and the Advertiser and is not liable for any without limitation losses, damages and costs of any sort incurred by the prospective employee or Advertiser as a result of any introduction or employment.

13.14 The Advertiser warrants to the Company that the information and the material that it provides is accurate and that it wishes to use the Services for bona fide purposes only. The Advertiser shall indemnify and keep fully indemnified the Company from all losses, damages and costs incurred as a result of any breach of any warranties or terms of any Agreement or these Conditions.

13.15 The Advertiser warrants and undertakes that it is responsible for obtaining and paying for all necessary third party material and Intellectual Property Rights that may be included on the Website as part of the Services.

13.6 The Company shall have no obligation to include any Information and Content on the Website until it has obtained a relevant “sign off” from the Advertiser.

14. Suspension

14.1 The Company shall be entitled to suspend any Services and/or Agreement without notice and without liability to itself where the Advertiser:

14.1.1 has failed to pay the Fees;

14.1.2 has breached a warranty or term of the Agreement or Conditions;

14.1.4 has failed to complete any necessary documentation;

14.1.5 has used the Services in an abusive or unlawful manner or has failed to comply with any acceptable use policy or similar in the reasonable opinion of the Company;

14.1.6 has damaged the reputation of the Company.

14.2 The Advertiser shall have no right of set-off or right to withhold payments relating to any disputed Services.

15. Termination

15.1 A party (the “Initiating Party”) may terminate the Agreement with immediate effect by written notice to the other party (the “Breaching Party”) on or at any time after the occurrence of: (a) an irremediable material breach by the Breaching Party of the Agreement or these Conditions; or (b) a remediable breach by the Breaching Party of a material obligation under the Conditions or Agreement where the Breaching Party fails to remedy the Breach within 30 days starting on the day after receipt of written notice from the Initiating Party giving full details of the breach and requiring the Breaching party to remedy the breach and stating that a failure to remedy the breach may give rise to termination under this clause 15.1.

15.2 A party may terminate the Agreement and these Conditions upon 30 day’s written notice if the other is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation) or compounds with or convenes a meeting of its creditors or has a receiver, administrative receiver or administrator appointed or if any circumstances arise which would entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order.

15.3The Company shall be entitled to terminate any Agreement for the reasons as set out in clause 14.1 above.

15.4 The Company’s reasonable costs and expenses incurred by the Company by reason of any delay variation, interruption or suspension of work arising from any act or omission of the Advertiser or their employees, agents or their subcontractors will be reimbursed to the Company by the Advertiser, subject to the Company providing written particulars of such costs and expenses.

15.5 The innocent party shall be entitled to terminate the Agreement and these conditions where the Force Majeure event of Clause 17 has been in existence for 3 months.

16. Consequences of Termination

16.1 Upon termination of the Agreement all rights granted in the Conditions and any Agreement shall cease and each party shall immediately or as soon as possible deliver up to the other party or at the request of the other party destroy any copies which are not readily deliverable (such as copies held on the hard disk of any computer).

16.2 The termination of the Agreement for whatever cause shall not affect any provision of the Conditions or Agreement which is expressed to survive or operate in the event of the termination of the Agreement and shall not prejudice or affect the rights of any party against the other in respect of any breach of the Conditions or Agreement or in respect of any monies payable by either party to the other in respect of the period prior to termination.

17. Force Majeure

17.1 No party shall be liable in damages or have the right to terminate any Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

18. Data protection

18.1 The parties undertake to comply with the provisions of the Data Protection Act 1998 (the “Act”) and any related legislation in so far as the same relates to the provisions and obligations of the Conditions or Agreement.

18.2 The Company may hold information relating to the Advertiser’s non-payment, late payment or other payment history which may be held subject to the Act with an appropriate third party.

18.3 By providing the Information and/or the Content the Advertiser consents to that information being provided to third parties or included on websites other than the Website or other media to promote the property for the purpose of sale or rent, to enable persons access to the Information or for other purposes as may be set out in these Conditions, the Website or other media.

19. Exclusivity, Assignment and Sub-Contracting

19.1 Unless otherwise agreed: (a) the Services shall not be exclusive to the Advertiser (meaning that Company may provide equivalent services to any third party); (b) the Company shall be entitled to sub-contract any of the Services to a suitable third party; (c) the Advertiser shall not assign its rights or obligations under any Agreement, these Conditions or Services without Company’s prior written consent.

20. Waiver

20.1 Failure by the Company to exercise or enforce any right under any Agreement or these Conditions (including in the case of suspension under clause 14) shall not be deemed to be a waiver of any such right nor operate so as to prevent the exercise or enforcement of such right on any other occasion.

21. Validity

21.1 If any part, term or provision of any Agreement or these Conditions be held illegal or unenforceable, the validity or enforceability of the remainder of that Agreement or these Conditions shall not be affected.

22. Third Party Rights

22.1 Subject to 22.2 below the Contracts (Rights of Third Parties) Act 1999 shall not apply to any Agreement or these Conditions and no person other than the parties to the Agreement or these Conditions shall have any rights under them, nor shall they be enforceable under that Act by any person other than the parties to them.

22.2 The Company shall benefit from its rights under the Contracts (Rights of Third Parties) Act 1999 relating to agreements between the Advertiser and a prospective employee introduced by the Company.

23. Partnership

23.1 The Conditions or any Agreement shall not constitute or imply any partnership, joint venture, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in the Agreement and these Conditions.

24. Amendments

24.1 The Conditions or any Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of Company.

25. Announcements

25.1 The Advertiser may issue or make any public announcement or disclose any information regarding any Agreement unless prior written consent has been obtained from Company.

26. Notice and cancellation

26.1 All notices under any Agreement or Conditions shall be in writing.

26.2 Notices shall be deemed to have been duly given:

26.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

26.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated with respect to emails; or

26.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

26.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid, in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party.

26.3 Cancellation of orders may be made no later than thirty days prior to uploading of the Information or Content on to the Website.

27. Entire Understanding

27.1 These Conditions and any Agreement under them set out the entire agreement and understanding between the parties in respect of its subject matter and the Advertiser acknowledges that it has entered into such Agreement in reliance only upon the representations, warranties and promises expressly contained or incorporated in these Conditions and/or Agreement and save as expressly set out therein the Company shall have no liability in respect of any other representation, warranties or promise made or given prior to the date of the Agreements, howsoever made or given, unless it was made or given fraudulently.

28. Successors and assignees

28.1 The Conditions and any Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assignees, and references to a party in any Agreement shall include its successors and permitted assignees.

28.2 In any Agreement references to a party include references to a person:

28.2.1 who for the time being is entitled (by assignment, novation or otherwise) to that party'srights under that Agreement (or any interest in those rights); or 28.2.2 who, as administrator, liquidator or otherwise, is entitled to exercise those rights,

and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that party. For this purpose, references to a party's rights under any Agreement include any similar rights to which another person becomes entitled as a result of a novation of the Agreement.

28.3 The Advertiser shall be entitled to assign or transfer the benefits or obligations of these Conditions or Agreement to any third party without the prior written consent of the Company.

29. Website useage

29.1 Please note that an Advertiser or individual accesses and uses the Websites at its own risk. The Company is not responsible for any type of loss or damage which the Advertiser or individual may sustain as a result of accessing and using the Website. The Company assumes no responsibility for the contents of any other websites to which the Website has links and if the Advertiser or individual accesses any such linked websites it does so at its own risk. The Company’s inclusion of links to such websites does not imply any endorsement of the materials on such websites. The Company does not permit any third party to operate a link to the Website without obtaining its prior written consent nor to frame the Website within any third party website.

29.2 The Advertiser or individual’s use of the world wide web (the “WWW”) is at its own risk and subject to all applicable national and international laws and regulations. The Company has no responsibility for any information or services obtained on the WWW. The Company reserves the right to modify, supplement, move or delete portions of or add to the Website at any time with or without notice.

29.3 The Advertiser or the individual may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Websites nor may you attempt to decipher, de-compile, disassemble or reverse engineer any of the software comprising or in any way making up a part of any of the Website. The Website shall be used for lawful purposes only and in a manner that does not infringe the rights of, or restrict the use of any of the Website by any third party.

29.4 Whilst the Company will use reasonable endeavours to ensure that the Websites do not contain or promulgate any errors, viruses, bugs, other malicious code or harmful components and will be uninterrupted it makes no warranty or representation that this will be the case. However it is recommended that you should virus check all materials downloaded from the Websites and regularly check for the presence of errors, viruses, bugs, other malicious code, and harmful components.

29.5 The Company excludes to the fullest extent permitted by applicable laws all liability (other than liability for death or personal injury caused by its negligence) in connection with any damage or loss caused by errors, viruses, bugs, other malicious code or harmful components originating or contracted from the Website and any interruptions in the running of the Website.

29. Law and Jurisdiction 29.1 These Conditions and any Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of its Courts.

Company details: Tel: 0151 346 2000 Fax: 0151 346 2001 Email: info@northwestjobs.co.uk Company number:2751469 VAT number: 595542700