e-Recroot Advertising Terms of Service Agreement

Please read the following Advertising Terms of Service Agreement carefully as these provisions govern your placing of advertisements on the Website.

1.    Parties
1.1    This Agreement is made by and between:
(a)    e-Recroot Limited (Company No. 7144359) or its successors and assigns (Provider), a company incorporated in England whose registered address is at 4 Old Park Lane, Mayfair, London, W1K 1QW; and
(b)    the organisation whose details are set out in the Registration Form (Advertiser).
1.2    In addition to this Agreement, the Advertiser shall be subject to the following:
(a)    Website Terms governing the access and use of the Website;
(b)    Privacy Policy governing the collection, use and dissemination of personal information by the Provider; and
(c)    where applicable, Terms of Purchase Agreement governing the purchase of any products offered for sale by the Provider through or in connection with the Website.
1.3    By applying to become, or by becoming an Advertiser, the Advertiser agrees to be bound by this Agreement and all of the documents listed in Clause 1.3 as they may apply to the Advertiser.  
1.4    The Advertising Services is supplied by the Provider as an independent service provider and the Provider shall in no way whatsoever be considered an employment agency or an employment business under the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003, as amended. 

2.    Definitions and Interpretation
2.1    In this Agreement, the following terms shall have the following meanings:
(a)    Account means the individual account designated by the Provider as the Advertiser’s account on the Website for the purposes of managing, administering and operating the Advertising Services purchased by the Advertiser; 
(b)    Advertising Fee means the fee payable by the Advertiser pursuant to the purchase of Advertising Services, including, without limitation, set up, advertising and reactivation fees and charges;  
(c)    Advertising Rate Card means the Advertising Fee rates of the Provider, as published and updated from time to time;  
(d)    Advertising Services means any and all services supplied by the Provider to the Advertiser under this Agreement;
(e)    Advertising Space means the website space designated by the Provider for display of Banner Advertisements or Job Advertisements, as the case may be;
(f)    Banner Advertisement means any and all banner advertisements created, uploaded and displayed by the Advertiser on an Advertising Space;
(g)    Confidential Information means:
(i)    all intellectual property rights, trade secrets, each party’s business, products and services, finances, customer names, sales figures, employee details, pricing methodologies, and any other information relating to each party’s internal operations, plans, policies, and practices and transactions in whatever media;
(ii)    other information identified in writing as confidential by either party; and
(iii)    translations, enhancements, corrections, modifications, derivative works, copies, forms, embodiments and additions of and any of the foregoing;
(h)    Confirmation Email means the email notification sent by the Provider to the Eligible Organisation confirming the Provider’s acceptance of the application of the Eligible Organisation to become an Advertiser in accordance with Clause 3.3;
(i)    Confirmation Date means the date of the Confirmation Email;
(j)    Eligible Organisation means an entity that is eligible to become an Advertiser, being one of the following:
(i)    an educational organisation, including nursery, primary, secondary and tertiary organisations; and
(ii)    any other entity seeking to purchase Advertising Services for the purposes of creating and placing Banner Advertisements relating to educational products, services and resources, and/or Job Advertisements relating to job opportunities for teachers, lecturers, teachers’ aides and any other individuals for positions within the educational sector, whether on its own behalf or on behalf of an educational organisation;
(k)    Force Majeure Event is any event or circumstance or combination of events and circumstances which is:
(i)    beyond the control of the Provider and is not a risk for which the Provider is responsible for under this Agreement; and
(ii)    cannot, or the effects of which cannot, be prevented, overcome or remedied by the exercise by the Provider of a standard of care and diligence expected of the Provider;
(l)    Technical Specifications mean the guidelines and instructions published by the Provider in respect of the creation, uploading and display of a Banner Advertisement or Job Advertisement on an Advertising Space, which may be located at https://www.uaeteachingjobs.com/job-plans 
(m)    Insolvent means, with respect to a party:
(i)    it is (or states that it is) insolvent;
(ii)    it is in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration or wound up or has had a receiver appointed to any part of its property;
(iii)    it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute, or dissolved (other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other party);
(iv)    an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed), resolution passed, proposal put forward, or any other action taken, in each case in connection with the party, which is preparatory to or could result in any of the circumstances detailed in any of paragraphs (i), (ii) and (iii);
(v)    it is taken to have failed to comply with a statutory demand;
(vi)    it is otherwise unable to pay its debts when they fall due;
(vii)    it is (or states that it is) bankrupt; or
(viii)    something having a substantially similar effect to any of the circumstances detailed in any of paragraphs (i) to (vii) above happens in connection with the Advertiser under the law of any jurisdiction;
(n)    Insurances mean business, directors and officers, health, accident, vehicle, public liability, workers’ compensation and any other types of insurances capable of being procured or maintained by the Advertiser for, or in connection with, the Advertiser’s business;
(o)    Invoice means any and all invoices issued by the Provider in respect of the provision of Advertising Services under this Agreement;
(p)    Invoice Date means the issue date of an Invoice as specified in the same;
(q)    Job Advertisement means any and all job advertisements created, uploaded and displayed by the Advertiser on an Advertising Space;
(r)    Minimum Service Term means the following respective periods, where applicable:
(i)    with respect to the Bronze package, a period of thirty (30) days;
(ii)    with respect to the Silver package, a period of forty five (45) days; and
(iii)    with respect to the Gold package, a period of sixty (60) days.
(iv)    With respect to Banner packages, a period of 1000 impressions
(s)    Registration Form means the online form used by the Advertiser in respect of its application to purchase Advertising Services; 
(t)    Service Term shall be the term specified in Clause 6;
(u)    Website means www.UAETeachingJobs.com;
(v)    Website T&C means the Website General Terms and Conditions which may be found at https://www.uaeteachingjobs.com/terms-and-conditions
(w)    Works mean any texts, names, logos, trademarks, designs, techniques, concepts, images, illustrations, drawings, reports, specifications, calculations and other documents or materials or any derivative works thereof.
2.2    In this Agreement, reference to:
(a)    one gender includes the others;
(b)    the singular includes the plural and the plural includes the singular;
(c)    a person includes a body corporate;
(d)    a party includes the party's executors, administrators, successors and permitted assigns;
(e)    a statute, regulation or provision of a statute or regulation (Statutory Provision) includes:
(i)    that Statutory Provision as amended or re-enacted from time to time; and
(ii)    a statute, regulation or provision enacted in replacement of that Statutory Provision;
(f)    £ means UK pound sterling;
(g)    including and similar expressions are not words of limitation;
(h)    where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning;
(i)    headings are for convenience only and do not form part of this Agreement or affect its interpretation;
(j)    a provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of this Agreement or the inclusion of the provision in it.

3.    Advertising Services
3.1    The Advertising Services offered by the Provider comprise the following:
(a)    provision of Advertising Space on the Website for the purposes of creating and placing either or both of  the following:
(i)    Banner Advertisements; 
(ii)    Job Advertisements; and
(b)    provision of an Account for the purposes of:
(i)    updating details contained in the applicable Registration Form;
(ii)    uploading Banner Advertisements or Job Advertisements, as the case may be, on to the applicable Advertising Space; and
(iii)    making online payments.
3.2    The Advertising Services are only offered to Eligible Organisations.  An Eligible Organisation may apply to become an Advertiser by submitting the appropriate Registration Form to the Provider and where necessary, paying the Advertising Fee in accordance with Clause 8.  
3.3    The application to become an Advertiser shall be confirmed ONLY upon acceptance of such application by the Provider by way of a Confirmation Email sent to the Eligible Organisation’s email address specified in the Registration Form.
3.4    The Provider reserves the sole and absolute right to accept or reject any application herein, or vary such application in whole or in part, and the Provider shall not be obliged to provide any reasons whatsoever for such rejection or variation.

4.    Conditions of Purchase
4.1    The Advertiser acknowledges and agrees that in agreeing to purchase, or in purchasing the Advertising Services, the Provider makes no representation or warranty as to merchantability or fitness for a particular purpose, including any representation or warranty that the Advertising Services:
(a)    will be uninterrupted or error free;
(b)    will meet the Advertiser’s requirements, including, without limitation: 
(i)    any requirements relating to access, use and/or operation of the Advertising Services supplied to the Advertiser;
(ii)    any requirements relating to sales or profits, or lack of sales or profits thereof, in respect of the placement of Banner Advertisements on the Website;  or
(iii)    any requirements relating to results, or lack of results thereof, in respect of the placement of Job Advertisements on the Website; and
(c)    will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to the Advertising Services or the Website.

5.    Conditions of Use
5.1    The Advertiser further acknowledges and agrees that in agreeing to use, or in using the Advertising Services:
(a)    scheduled and/or unscheduled Website maintenance may be required to be performed by the Provider or a third party supplier from time to time and such maintenance may necessitate the Website to be placed offline for a certain duration and the Website may accordingly be inaccessible by the Advertiser and any other persons, including potential customers or clients of the Advertiser;
(b)    the Provider may, but shall not be obliged to, archive Banner Advertisements or Job Advertisements placed on the Website using backup mechanisms on a regular basis for the purposes of disaster recovery and in the event of equipment failure or data corruption, the Provider may restore the content of all Banner Advertisements and Job Advertisements from its last known working archive.  Notwithstanding the aforesaid, the Advertiser acknowledges and agrees that:
(i)    it is the sole responsibility of the Advertiser to maintain current copies of all Banner Advertisements or Job Advertisements created by the Advertiser;
(ii)    in the event of corruption of data maintained by the Provider or in the event of the Provider uploading an old archive, the Advertiser has the sole responsibility of uploading such current copies;
(iii)    the Provider shall not be liable whatsoever for any incomplete, out-of-date, corrupt or otherwise deficient Banner Advertisements or Job Advertisements recovered from the Provider’s backups;
(c)    the Provider may, in its absolute discretion, upgrade, revise or change any or all parts of the Website, or may migrate the Website from one host system to another, at any time and from time to time.  The Provider shall not be liable whatsoever for any loss or damage resulting from such upgrade, revision, change or migration and the Provider shall not take any responsibility for any Website or Advertising Services failure resulting from the same;
5.2    In creating, uploading, posting, transmitting or making available in any other way any Banner Advertisement or Job Advertisement on an Advertising Space:
(a)    the Advertiser must comply with any Technical Specifications published by the Provider, the terms of which are incorporated into this Agreement by reference;
(b)    the Advertiser must conduct such tests and computer virus scanning as may be necessary to ensure that any and all Banner Advertisement or Job Advertisement  uploaded do not contain any computer virus and will not in any way, corrupt the data or systems of the Provider or any other persons;
(c)    the Advertiser must not create, upload, post, transmit or otherwise make available:
(i)    any Banner Advertisement or Job Advertisement that contains inaccurate, misleading or otherwise deceptive statements or claims;
(ii)    any Banner Advertisement or Job Advertisement that is unlawful, harmful, threatening, abusive, harassing, tortuous, discriminatory, defamatory, pornographic, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically, politically biased or harmful or otherwise objectionable;
(iii)    any Banner Advertisement or Job Advertisement, or part thereof, that the Advertiser does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
(iv)    any Banner Advertisement or Job Advertisement that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any other persons;
(v)    any Banner Advertisement or Job Advertisement comprising illegal advertising or promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of unlawful solicitation;
(vi)    any Banner Advertisement or Job Advertisement containing software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
(vii)    any Banner Advertisement or Job Advertisement purporting to impersonate any other person or entity, including, but not limited to, any other persons, the Provider’s official, employee, consultant, guide, host or any other representative, or falsely state or otherwise misrepresent the Advertiser’s affiliation with any person or entity;
(d)    the Advertiser bears the sole responsibility to immediately rectify any Banner Advertisement or Job Advertisement uploaded, posted, transmitted or in any other way used in error or in breach of any provisions herein;
(e)    the Advertiser further bears the sole responsibility for all transactions or dealings made or entered into with any third parties as a direct or indirect result or consequence of any Banner Advertisement or Job Advertisement;
(f)    without incurring any liability to the Provider and at the Advertiser’s sole cost and expense:
(i)    the Provider shall have the right (but not the obligation) in its sole discretion to remove or modify any Banner Advertisement or Job Advertisement uploaded, posted, emailed, transmitted or otherwise made available on any Advertising Space on the Website which may, in the Provider’s sole opinion, be in breach or any provisions herein; and
(ii)     the Provider may access, preserve, and disclose all Banner Advertisement or Job Advertisements uploaded, posted, transmitted or otherwise made available on any Advertising Space on the Website by the Advertiser if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to:
a.    comply with legal process; 
b.    enforce this Agreement;
c.    respond to the Advertiser’s requests for technical support; and
d.    protect the rights, property, or personal safety of the Website, other Advertisers, other persons accessing or visiting the Website and/or the public.

5.3    The Advertiser hereby grants the Provider a non-exclusive, royalty-free, worldwide license for the duration of the Service Term and any renewals or extensions thereafter, to do any or all of the following to the extent necessary to perform the Advertising Services:
(a)    digitise, convert, install, upload, select, order, arrange, compile, combine, synchronise, use, reproduce, store, cache, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink any Banner Advertisements or Job Advertisements;  and
(b)     make archival or back-up copies of such Banner Advertisements and Job Advertisements.

6.    Service Term
6.1    The Service Term in respect of each Advertising Service purchased shall commence on Confirmation Date and shall continue until the Advertising Service is cancelled or terminated in accordance with Clause 16.

7.    Advertising Fee
7.1    The Advertiser shall pay the Provider the Advertising Fee based on the Provider’s Advertising Rate Card as confirmed in the Booking Confirmation.
7.2    The Provider reserves sole and absolute right to vary the Advertising Fee and/or any promotions or discounts thereof, including provision of gratis Advertising Services, at any time, and the Provider shall not be obliged to provide any reasons whatsoever for such variation.  Notification of all variations shall be given to the Advertiser as soon as may be practicable subsequent to the said variation.
7.3    Any variations in the Advertising Fee shall take effect on the 30th day following the date of the notification by the Provider.

8.    Payment of Advertising Fee
8.1    Payment of the Advertising Fee must be made by the Advertiser by way of PayPal, cash, cheque, bank transfer or any other methods as the Provider may specify from time to time.
8.2    The Advertising Fee shall be due and payable in accordance with the following payment schedule.  The Provider’s Invoice in respect of the Advertising Fee shall be issued to the Advertiser on submission of the Registration Form.  The amount specified in the Invoice shall be due and payable by the Advertiser within seven (7) days from the Invoice Date.  Payment via PayPal will be processed immediately.  
(a)    thereafter, the Provider shall issue an invoice to the Advertiser on the submission of a new Job Advertisement.  The amount specified in the Invoice shall be due and payable by the Advertiser with seven (7) days of the Invoice Date.  Payment via PayPal will be processed immediately.
8.3    Any VAT imposed in respect of the supply of Advertising Services by the Provider to the Advertiser shall also be due and payable at the same time as the Advertising Fee.
8.4    Without limiting any other rights the Provider may have under this Agreement or by force of law or equity, if for any reason, the Advertiser fails make full payment of the Invoice amount subsequent to submission of the Registration Form, the Provider may:
(a)    charge interest at the rate of 2% above the base lending rate of the Bank of England calculated daily on all overdue monies (excluding interest under this Clause) until the same is paid in full;
(b)    at its sole discretion, suspend the supply of Advertising Services under this Agreement all overdue monies have been paid in full; and
(c)    institute any recovery process as the Provider in its discretion thinks fit at the Advertiser’s cost and expense.
8.5    The Advertiser shall not be entitled to set off any overdue monies herein against any claims which may have been or may anticipated to be made by the Advertiser against the Provider or for any other reason whatsoever.
8.6    The Advertiser hereby authorises the Provider to obtain from, and give to, credit reporting agencies and other credit providers, credit information about the Advertiser, including, without limitation, information relating to the credit history and creditworthiness, credit standing and credit capacity of the Advertiser.

9.    Online Payments
9.1    Payments made through PayPal or any other online payment facilities are made through third party providers.  Accordingly, while the Provider shall use its best efforts to engage a reputable third party supplier for the operation and management of online payment facilities, the Advertiser acknowledges and agrees that, in paying through such online payment facilities:
(a)    neither the Provider nor the third party supplier is able to guarantee the security or privacy of any information submitted or provided through or in connection with the facility;
(b)    any submission or provision of information (including provision of credit card information) by the Advertiser through or in connection with the facility shall be made at the Advertiser’s own risk;
(c)    the Advertiser is responsible for ensuring that the transaction, credit card information and all other details provided by the Advertiser in relation to any payments made through or in connection with the facility are correct;  
(d)    the Provider disclaims any and all liability for, or arising in connection with:
(i)    any interception, 'hacking' or other unauthorised access of such information by any unauthorised third parties; and
(ii)    any incorrect transactions, errors or otherwise caused by factors outside of the control of the Provider and/or the third party supplier.
9.2    Subject to the other provisions of this Clause, if for any reason the Provider is held to be liable to the Advertiser in relation to the online payment facility, the extent of the Provider’s total liability shall be limited to an amount equivalent to the applicable transaction made by the Advertiser through the facility.

10.    Intellectual Property
10.1    Save for any pre-existing proprietary works belonging to the Advertiser, all intellectual property rights, title and interests in any and all Works displayed on the Website shall remain vested in the Provider or shall remain the proprietary rights of their legal owners.
10.2    The Advertiser agrees and acknowledges that it will receive no right, title or interest whatsoever in respect of such intellectual property rights under this Agreement.
10.3    The Advertiser is strictly prohibited from copying, modifying, ‘reverse-engineering’ or commercially exploiting in any other way such Works or any parts thereof unless express written approval is given and agreed in advance by the Provider or such use or copying is required by law.

11.    Confidential and Proprietary Information
11.1    Each party acknowledges that it (“Recipient”) may receive Confidential Information of the other party (“Disclosing Party”).  Notwithstanding the aforesaid, each party:
(a)    must keep Confidential Information confidential;
(b)    may use Confidential Information, but only in relation to this Agreement;
(c)    may disclose Confidential Information to enable it to perform its obligations under this Agreement but only to its employees, contractors, agents, advisors or authorised representatives to the extent that they have a need to know;
(d)    must not copy the Confidential Information or any part of it other than as strictly necessary for the purposes of this Agreement;
(e)    must implement security practices against any unauthorised copying, use, disclosure (whether such disclosure is in writing, oral, or any other form), access, damage, or destruction;
(f)    must immediately notify the Disclosing Party if the Recipient suspects or becomes aware of any unauthorised copying, use or disclosure in any form, and
(g)    must comply with the reasonable directions of the Disclosing Party in relation to the Confidential Information.
11.2    The Recipient will not be obliged to treat as confidential any information received from the Disclosing Party which:
(a)    is rightfully known to the Recipient prior to its disclosure by the Disclosing Party;
(b)    is generally known or easily ascertainable by third parties;
(c)    is released by the Disclosing Party in writing to any other person, firm or entity without restriction;
(d)    is independently developed by the Recipient without any reliance on the Confidential Information of the Disclosing Party; or
(e)    is or later becomes publicly available or may be lawfully obtained by the Recipient from any third party.
11.3    The Recipient may disclose any Confidential Information received under this Agreement pursuant to any applicable law, regulation, or court order, provided that such disclosure must be limited to the minimum acceptable level of disclosure and that the Recipient notifies the Disclosing Party as soon as reasonably practicable (unless restricted by law), of the imminent disclosure.
11.4    Immediately upon the earlier of:
(a)    the Disclosing Party’s written request; or
(b)    the termination or expiration of this Agreement for any reason,
without limiting any other obligations of the Recipient under this Agreement, the Recipient must return or, at the Disclosing Party’s direction, destroy all Confidential Information of the Disclosing Party in its possession.

12.    Taxes and Insurances
12.1    The Advertiser agrees and warrants that, save for any Taxes specified in any Invoice issued by the Provider to the Advertiser or forming part of any Advertising Fee, it shall be solely responsible for the payment of all Taxes and other costs, expenses, liabilities and claims arising from, or in connection with, the use of the Advertising Services or under this Agreement.
12.2    The Advertiser bears the obligation to provide, and ensure the currency of, all necessary Insurances maintained by a prudent business of a similar nature to that of the Advertiser’s and shall provide and maintain all Insurances required by law to be maintained, none of which the Provider is responsible for.

13.    Relationship of Parties
13.1    The Provider is an independent service provider and is not to be considered a partner, an agent or a fiduciary of the Advertiser for any purpose whatsoever. 
13.2    The Advertiser acknowledges and agrees that the Provider may, at the Provider’s sole and absolute discretion, contract to supply similar services to any direct or indirect competitors of the Advertiser at any time.

14.    Limitation of Liability and Indemnity
14.1    To the fullest extent permitted by law, neither the Provider nor its employees, officers, contractors, affiliates, related entities and other partners shall be liable for any indirect, special, incidental or consequential loss or damages arising out of, or in connection with, this Agreement, the Advertising Services or any results achieved, or unachieved, through the Advertiser’s use of the Advertising Services, including without limitation, loss of profits or revenue, use, data, contracts, goodwill or other economic advantage, however arising, even if the Provider has previously been advised of the possibility of such losses. 
14.2    Subject to the provisions of this Agreement, if for any reason the Provider is liable to the Advertiser for loss or damage of any kind, however caused, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this Agreement or the performance or non-performance of the Advertiser in respect of the Advertising Services, such liability shall be limited, at the Provider’s exclusive option, to:
(a)    the supply of the Advertising Services again; or
(b)    the cost of having the Advertising Services supplied again,
and in any event, shall not exceed, in aggregate, the total amount paid by the Advertiser to the Provider for the Advertising Services that are the subject of the Advertiser’s claim.
14.3    The Advertiser agrees to fully indemnify, defend and hold the Provider, its employees, officers, contractors, affiliates, related entities and other partners, harmless from any and all claims or demands, liabilities, damages, losses, costs and expenses, including reasonable legal fees, made by any third party due to or arising out of this Agreement, the Advertiser’s breach of any obligations under this Agreement and the violation of the rights of any persons.

15.    Advertiser General Warranties
15.1    The Advertiser hereby represents and warrants that:
(a)    the Advertiser is duly authorised to enter into this Agreement in accordance with the method or form of authorisation required by its constitution or by applicable laws under its jurisdiction of formation or incorporation;
(b)    when executed, this Agreement shall be legal, valid and binding on the Advertiser, enforceable against the Advertiser in accordance with its terms and conditions subject to all applicable laws, and will not violate or create a default under any law, rule, regulation, judgment, order, instrument, agreement or charter document binding on the Advertiser and/or its property;
(c)    the Provider has not given to the Advertiser, and the Provider hereby expressly disclaims to the maximum extent permitted by law, all conditions, warranties, representations, liabilities and obligations, whether express or implied, under this Agreement or under any other communications between the parties;
(d)    the Advertiser has agreed to enter into this Agreement based on its own judgment and discretion, and expressly disclaims any reliance upon any statements or representations made by the Provider;
(e)    there are no pending or threatened actions or proceedings before any court or administrative agency that could have a material adverse effect on performance of the Advertiser’s obligations under this Agreement, nor is the Advertiser in default under any material loan, lease or purchase obligation; and
(f)    all information furnished, and to be furnished by the Advertiser, shall be true, correct and complete.

16.    Cancellation, Suspension and Termination
16.1    Cancellation by Advertiser:
(a)    No cancellation may be made by the Advertiser during any applicable Minimum Service Term.
(b)    The Advertiser may, subject to the aforesaid, cancel the Advertising Services by way of a written cancellation notice given to the Provider;
(c)    The effective date of cancellation shall be the 30th day following the date of the said cancellation notice;
(d)    All Advertising Fees paid by the Advertiser in respect of the purchase of Advertising Services prior to the effective date of cancellation shall not be refunded to the Advertiser and correspondingly, the Advertiser shall be liable for all Advertising Fees due and payable by the Advertiser thereof.
16.2    Suspension or termination by Provider:
(a)    The Provider may, without notice, suspend or terminate, or deny the access or use of, the Advertising Services:
(i)    if the Advertiser fails to comply with any provision in this Agreement (including failure to pay all Advertising Fees due and any other charges imposed in respect of the same), or do, or allow to be done, anything which in the opinion of the Provider, may have the effect of jeopardising the performance of obligations by the Advertiser under this Agreement, until the breach (if capable of remedy) is remedied; 
(ii)    if the Advertiser is Insolvent; or
(iii)    if a Force Majeure Event continues beyond one (1) month from the date of commencement of such event;
(b)    Unless Clause 16.2(a)(iii) applies:
(i)    the Advertiser shall remain liable for all Advertising Fee and any other charges due and payable under this Agreement throughout the period of suspension; and
(ii)    any reactivation or resumption of access and use of the Advertising Services shall be made entirely at the Provider’s discretion and on any terms and conditions as the Provider thinks fit, including the condition for payment of a reactivation fee. 
16.3    In the event of a suspension or termination for any reason whatsoever, the Provider shall be under no obligation whatsoever to provide the Advertiser with any copies of any Banner Advertisements or Job Advertisements or any other information, materials or data developed or created by the Advertiser and uploaded onto its Account or any other parts of the Website. 
16.4    Notwithstanding termination under this Clause, all obligations and rights arising under Clauses 8 (Payment of Advertising Services), 10 (Intellectual Property), 11 (Confidential Information) and 14 (Limitation of Liability and Indemnity) shall survive the termination of this Agreement.

17.    Dispute Resolution
17.1    Disputes or differences arising between Provider and the Advertiser in relation to this Agreement must preferably be settled quickly and by negotiation.
17.2    The parties hereby agree to determine any unresolved disputes by way of amicable agreement between the Provider and an employee of a senior management level of Advertiser.  
17.3    If the parties cannot resolve such dispute within thirty (30) days of when the dispute is first raised by either or both the parties, the parties agree that the dispute should be referred to an external consultant or advisor who specialises in the resolution of disputes of a nature similar to the one herein.  Any decision made by the external consultant or advisor shall be final and binding on the parties.
17.4    All costs, charges and expenses incurred as a result of the parties’ use of the external consultant or advisor shall be borne by the parties equally.
17.5    The parties agree to adhere to the procedures set out in this Clause before enforcing any other rights permitted by law in the resolution of any disputes under this Agreement.

18.    Notices
18.1    A party notifying or giving notice under this Agreement must give notice:
(a)    in writing;
(b)    if directed at the Provider, to the postal or email address or fax number set out in the Website at https://www.uaeteachingjobs.com/contact-us , as updated by the Provider from time to time;
(c)    if directed at the Advertiser, to the postal or email address or fax number set out in the Registration Form, as updated by the Advertiser through the Advertiser’s Account from time to time.
18.2    A notice given in accordance with this Clause is received:
(a)    if left at the recipient's address, on the date of delivery;
(b)    if sent by prepaid post, five (5) days after the date of posting;
(c)    if sent by fax, when the sender's facsimile system generates a message confirming successful transmission of the total number of pages of the notice; and 
(d)    if sent by email, when the sender does not receive any failed delivery email notification from either its, or the recipient’s, mail server within five (5) days after the date of the email. 

19.    Assignment
19.1    Neither party is entitled to assign, dispose or in any way otherwise relinquish possession or control of all or any part of its obligations under this Agreement unless prior written consent has been given by the other party.

20.    Entire Agreement
20.1    This Agreement shall represent the entire agreement between the parties and supersedes all previous agreements, terms, conditions, representations or claims which may have been made or agreed upon between the parties.
20.2    This Agreement may not be amended unless such amendments are made in writing and signed by both parties.

21.    Governing Law
21.1    This Agreement shall be governed exclusively by the laws of England and Wales, and the parties hereby submit to the exclusive jurisdiction of the courts of those states.

 

22.    Waiver and Severability
22.1    The Failure of the Provider to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
22.2    If any provision of this Agreement is found by a court of competent jurisdiction to be invalid:
(a)    it will be read down to the extent necessary to ensure that it is not illegal, invalid or unenforceable, but if that is not possible; and
(b)    it will be severed from this Agreement and the remaining provisions of this Agreement will continue to have full force and effect, and the parties will attempt to replace that severed part with a legally acceptable alternative clause that meets the parties' original intention in relation to the subject matter severed.

Agreement
In consideration of the mutual obligations set out in this agreement you accept and agree to these terms, which you acknowledge you have fully read and understood.  Note: You may confirm your acceptance by signing below, or by confirming your acceptance orally, on our website, by email.  Should you request to advertise with us at any time after you have received these terms, your request shall be deemed to be your acceptance of these terms