TERMS AND CONDITIONS FOR RECRUITERS

Please read these terms and conditions, and privacy policy carefully, they contain important information about your rights and obligations.

1. INTRODUCTION
1.1 Please read these terms and conditions and privacy policy carefully before using this web site operated by The Changeboard Limited ("our", "we" or "us") accessible via the URL www.changeboard.com (the "Web Site"). The terms and conditions, privacy policy, disclaimers and payment details and instructions on this Web Site form the entire agreement (the "Agreement") between us and you the Web Site user.
1.2 In particular we draw your attention in to clauses 3 (Vetting), 4 (Liability), 5 (Payment), 6 (Conditions of Access) and 7 (Content).
1.3 Without Prejudice to the above, by using or accessing our Web Site you agree to be legally bound by the Agreement as it applies to your use or access to our Web Site. If you do not wish to be bound by this Agreement then you may not use our Web Site and must stop immediately.

2. NATURE OF OUR WEB SITE
2.1 Our Web Site is designed so that both those looking for a job ("Candidates") and those person(s) or organisations with whom contact is made or who use our Web Site seeking to fill a vacant position ("Recruiters", "you") in the relevant industry can be brought together.
2.2 Recruiters can either post a one off position ("One Off Posting") on the Web Site or can set up a Recruiter specific web page which lists all the Recruiters current vacancies so that they can advertise multiple positions ("Multiple Postings"). Together these amount to the on-line advertising service that we provide (the "Service(s)").
2.3 This Web Site is intended to be used by individuals who are aged 18 or over. If Candidates are under 18 it is your responsibility to check that the Candidate's parent or guardian has consented to the Candidate working for you. If you are outside the United Kingdom and use this Web Site you must do so in compliance with this Agreement and we accept no liability so far as we are able for breaches of any local laws in your jurisdiction and by accepting this Agreement you acknowledge that it is your responsibility to ensure that any such laws are complied with by both you and the Candidate.

3. VETTING
3.1 We have not vetted, interviewed or carried out any background checks of any kind on any of the Candidates who apply for positions posted on this Web Site to determine whether the Candidate is a suitable applicant for working in the relevant industry. We accept no liability whatsoever in respect of the placement of a Candidate deemed suitable by you to the fullest extent permitted by applicable law.
3.2 It is unlawful for a Candidate to work in the United Kingdom without the correct permissions to work and live in the United Kingdom. We accept no liability for Candidates who do not hold relevant work visas or residency status. You warrant and undertake to us that you will carry out all the relevant background checks to confirm that the Candidate has all the appropriate permissions to work in the United Kingdom or the country in question.

4. LIABILITY
4.1 We will do our best to ensure that all materials, questions and information published on our Web Site are accurate. However, you acknowledge that we are reliant on the information provided by Candidates and Recruiters and have no independent means of verifying the accuracy of this information and do not check its authenticity.
4.2 All materials and information on our Web Site are provided on an 'as is' basis. We exclude implied terms, conditions, warranties, representations or endorsements whatsoever with regard to any material posted on this Web Site by Candidates or Recruiters or any information or service provided through our Web Site.
4.3 We accept no liability for any indirect or consequential loss or damage, or any loss of data, loss of profit, revenue or business whether direct or indirect in each case, however caused, even if foreseeable to the fullest extent permitted by applicable law. In circumstances where you suffer loss or damage arising out of or in connection with a viewing, use or performance of the Services or the materials shown on this Web Site, we accept no liability for this loss or damage, whether due to inaccuracy, error, omission or any other cause and whether on the part of us or on our servants, agents or any other person or entity.
4.4 If we are liable to you for any reason, our liability will be limited to the amount paid by you for the Services in the year in which such liability arose. This limit does not apply to any liability we may have for death or personal injury resulting from our negligence or fraudulent misrepresentation.
4.5 You are responsible for ensuring that your computer system meets all relevant computer specifications necessary to use the Service and is compatible with our Web Site. You also understand that we cannot and do not guarantee or warrant that any material available for down-loading from the on line servers will be free from infection, viruses or other code with contaminating or other destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.
4.6 The limitations and exclusions in this condition do not affect your non excludable statutory rights and can be applied to the extent permitted by applicable law.

5. PAYMENT BY RECRUITERS
5.1 To access the on line service you will need to follow the subscription procedures set out in the Web Site.
5.2 Details of our prices for subscription to the Services and the procedures for payment are displayed on our Web Site. You must pay in advance either by using the BACS system or by cheque at the time of your subscription request ("Subscription").
5.3 Payment is made for either a One Off Posting or a Multiple Posting which covers a minimum of one month's access to the Services. Costs and terms of these aspects of the Services are available on request.
5.4 You will either make a one off payment or be invoiced at monthly intervals for use of the on line service depending on your subscription. If your account is suspended any material you have posted on the Web Site will be disabled. This material includes all material that you have posted on the vacancy listings page, vacancy details, application page and the register page or as defined under clause 7 below.
5.5 If your account is suspended we reserve the right to charge a reconnection fee of £120. Upon receipt of the reconnection fee by us your account will be reactivated within one business day or as soon as we are able.
5.6 The price of any Subscription is the price in force at the date and time of your order. We may change the price of any Subscription before you place a Subscription request. We try to ensure that our prices displayed on our Web Site are accurate, but the price on your order will need to be validated by us as part of the acceptance procedure. We will inform you if the subscriptions correct price is higher than that stated in your Subscription request and you may cancel the order and decide whether or not to subscribe to the Services at the correct price. The prices are exclusive of VAT or any other applicable taxes which must be paid in addition by you.
5.7 We are entitled to refuse any Subscription placed by you. If your Subscription is accepted, we will confirm acceptance to you by on line electronic means to the email address you have given on registration. The on line service will be made available to you via email in your in-box on confirmation.
5.8 Your Subscription can be terminated at any time by you upon written notification to us but no refunds will be given without valid cause and subject to your statutory rights. Upon receipt of written notification from you all material posted by you will be removed from the Web Site up to and including the final date for which the Subscription is paid.
5.9 You undertake that all details you provide to us for the purpose of subscribing to the Services will be correct, that the account details, cheque, credit or debit card or any electronic switch (which ever is applicable) you use is your own and there are sufficient funds or credit facilities to cover the cost of any Subscription. We reserve the right to obtain validation of your credit or debit card details before providing you with any Services.

6. CONDITIONS OF ACCESS FOR RECRUITERS TO THE SERVICE
6.1 Access to the Web Site is conditional upon registration and payment confirmation.
6.2 Registration - you must accurately fill out the on-line registration form with all the relevant requested details.
6.3 One off Posting - If your one off payment is accepted we grant you a non-exclusive, non-transferable licence to use the on line service for 28 days.
6.4 Multiple Postings - If your subscription payment is accepted we grant you a non-exclusive, non-transferable licence to use the Multiple Postings service for a minimum of one month and for monthly periods afterwards on the payment of a monthly renewal fee. This licence to use the on line service is granted on the terms and conditions of this Agreement.
6.5 Any access, password and the above licence(s) will automatically terminate at the end of the one month period (as applicable) unless renewed.

7. CONTENT PROVIDED BY YOU
7.1 Subject to the continued payment of the fees for the use or continued provision of our Services you (where permitted) may add to, edit or delete content on your Recruiter specific web pages on the Web Site and you are responsible for maintaining, updating and the accuracy of all the material and that which concerns job vacancies posted on the Web Site ("Content").
7.2 You must own or have the right to submit Content for publication on our Web Site and ensure that:
7.2.1 it does not infringe the copyright, design, privacy, data protection, trade mark or any other rights of any third party; or
7.2.2 is not obscene, abusive, threatening, libellous or defamatory of any person, entity or organisation;
7.2.3 is not racist, sexist or homophobic; or
7.2.4 is not pornographic, obscene, profane or vulgar; or
7.2.5 is not abusive, threatening or otherwise likely to be harmful to those persons likely to use the Web Site; or
7.2.6 does not infringe the rights (including the intellectual property right) of any person; or
7.2.7 is not related to the conduct of a business; or
7.2.8 does not contain html tags or domain names relating to any other company without our prior approval; or
7.2.9 is not otherwise offensive in our opinion.
7.3 You may not download, store, reproduce, transmit, display, copy, distribute or use the Content other than in accordance with our permission; or
7.4 You agree that we have the right to monitor Content and may edit, reject or remove Content if we believe it does not comply with the above and, in particular, we reserve the right to block incoming e-mails and other Content if we believe that their content is or may be inappropriate or otherwise does not comply with the above.
7.5 We have the right to remove all vacancies older than 28 days whether or not the vacancy has been filled. It is your responsibility to re-post the vacancy if it has not been filled.
7.6 We may terminate or suspend your Subscription and use of the Services at any time if you are found in breach of any of these terms or conditions.
7.7 You must ensure that you keep your password confidential and must not allow non-subscribers to access the password. If we have reasonable grounds to suspect that you have breached this sub-clause we may change your password or suspend your use of the Services.
7.8 We reserve the right to edit, delete or use electronic methods to block or filter any content left on or sent to the Web Site, including without limitation any Content which contravenes the rules above.
7.9 You grant us a non-exclusive, irrevocable royalty free, perpetual, worldwide licence to publish, use, distribute, adapt, modify, display, reproduce and transmit such Content in any and all media in any manner in whole or in part without any duty to account to you except any portion of the Content that is personal information. You have sole responsibility for the Content which you post on the Web Site and you shall indemnify and shall keep us fully and effectively indemnified on demand from and against all losses and liabilities (including legal costs and expenses) suffered or incurred by us and arising directly or indirectly out of the publication of Content submitted by you to us or posted directly on the Web Site.

8. OUR PROVISION OF SERVICES TO YOU FOR MULTIPLE POSTINGS
8.1 For Recruiters who select the Multiple Postings service, on receipt of the relevant fee, we agree to design and build three web pages for posting your vacancies using applications and designs owned or licensed by us and the costs for this service are available on request.
8.2 We can if requested register domain names and five pop email accounts using your company name if available which will be held in our name as your agent unless instructed otherwise by you. You will own the domain names. Where a domain name or email name is unavailable we shall register any names that you supply us with if available.
8.3 Any costs of registering the domain names will be included in the initial charge to you for use of the Services.
8.4 We may offer technical support during the hours of 9a.m. to 5.00 p.m. Where practicable all assistance will be provided over the telephone. We will not assist where we establish that it is your software or computer systems at fault. Outside of office hours you can contact the number shown on the contact section of the Web Site supplied to you for technical support and we will seek to rectify the problem over the telephone or remotely. If you require on-site assistance then any travelling or other expenses must be agreed.

9. INFORMATION RECRUITERS PROVIDE
9.1 The following applies to any information you provide to us, for example, during any registration or ordering.
9.2 You authorise us to use, store or otherwise process any personal information which relates to and identifies you, including but not limited to your name and address, to the extent reasonably necessary to provide the Services. Information collected by us shall be referred to in these terms and conditions as, "Personal Information".
9.3 You as a Recruiter are solely responsible in all aspects for all use of Personal Information supplied directly to you by Candidates in the form of applications and curriculum vitaes. You are solely responsible for ensuring that you hold the requisite data protection registrations or equivalent in any applicable jurisdiction and that you fully comply with the Data Protection Act 1998 including without limitation the provision of secure storage and processing for the Personal Information of Candidates.
9.4 You must ensure that the Personal Information you provide is accurate and complete and that all ordering or contact details contain your correct name, address and other request details.
9.5 For more information about how we deal with your Personal Information, please read our privacy policy.
9.6 By accepting this Agreement, you agree to the processing and disclosure of the Personal Information for the purposes stated in the privacy policy. You also agree that any such use may be amended to include other uses or disclosures of Personal Information following notification to you by means of a notice on our Web Site, which you should check regularly. If you would like to review or modify any part of your Personal Information then you should email us from the contact page on the Web Site or modify the Personal Information on-line.

10. AVAILABILITY OF OUR WEB SITE
10.1 The internet is an unreliable medium and may not always work and is outside our control, we will try to make our Web Site available but cannot guarantee that our Web Site will operate continuously without interruptions or be error free and can accept no liability for its unavailability. You must not attempt to interfere with the proper working of our Web Site and, in particular, you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, web site, router or any other internet connected device.
10.2 We do not accept any liability for loss of data or interruption to the service caused by the breakdown, error, loss of power or otherwise caused by or to your computer system.

11. COPYRIGHT MONITORING
11.1 The contents of the on line service are protected by international copyright laws and other intellectual property rights. The owner of these rights is Clario Limited, its affiliates and other third party licensors. All products and company names and logos contained within our Web Site or the on line service are the trade marks, service marks or trading names of their respective owners, including us.

12. LINKED WEB SITES
12.1 We make no representations whatsoever in relation to any other web sites which you may access through our Web Site. When you access any other web site you understand that it is independent from our Web Site and that we have no control over the content or availability of that web site. In addition, a link to any other web site does not mean that we endorse or accept any responsibility for the content, or for the use of, such a web site and shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any other web or resource. Any concerns regarding any external links should be directed to its web site administrator or web master.

13. GENERAL
13.1 We may assign, transfer, novate or subcontract any or all of our rights and obligations under this Agreement at any time.
13.2 We may alter this Agreement from time to time and post a new version on our Web Site, following which all use of our Web Site will be governed by that version. You must check the terms and conditions on the Web Site regularly.
13.3 You acknowledge that you have not entered into this Agreement in reliance upon any warranty or representation made by us or any other person and you waive any rights to damages, rescission you may have for misrepresentation (other than a fraudulent misrepresentation) that is not contained in the terms and conditions, privacy policy, site disclaimer, payment details and payment method instructions.
13.4 If any provision or terms of this Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever under any applicable jurisdiction such terms or provisions shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.
13.5 Failure by either party to exercise any right and remedy under this Agreement does not constitute a waiver of that right or remedy.
13.6 These terms and conditions do not confer any rights on any third party pursuant to and in accordance with the Contract (Rights of Third Parties) Act 1999.

14. JURISDICTION
14.1 The Agreement and the use of our Web Site are governed by and construed in accordance with the laws of England.
14.2 You irrevocably agree for the exclusive benefit of us that the courts of England and Wales shall have jurisdiction to hear and determine any suit action or proceeding and to settle any dispute which may arise out of or in connection with this Agreement and for such purposes you irrevocably submit to the jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of or relating to this Agreement or any of the documents to be executed pursuant to this Agreement.
14.3 Nothing contained in this clause shall limit our right to take proceedings against you in any other court of competent jurisdiction nor shall the taking of any such proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not (unless precluded by applicable law).
14.4 You irrevocably waive any objection which you may have or in the future to the courts of England and Wales being nominated for the purposes of this clause on the ground of venue or otherwise and agree not to claim that any such court is not a convenient or appropriate forum.

15. NOTICES
15.1 All notices shall be sent to us in writing addressed to the Directors, The Changeboard Limited, 20c Hillgate Place, Balham Hill, London SW12 9ER. To you by either the email or the postal address you provide during the registration process.
15.2 Notice will be deemed received when an email is received in full or else on the next business day if it is received on a weekend or a public holiday in the place of receipt or 3 days after the date of posting.


September 2004