You are the recipient of these terms and 'you', 'your' and 'yours' refer to you and any Associate or subsidiary of yours. We are Zubka Limited of Harben House, Harben Parade, Finchley Road, London, NW3 6LH, and 'we', 'our', 'ourselves' and 'us' refer to Zubka Limited. Following receipt or sight of these Terms of Business ("the Contract") any act by you of asking for, or accepting the provision of, our services, constitutes your acceptance of the Contract. In acceptance of the mutual benefits set out within the Contract it is agreed as follows:
1. Definitions
1.1 'Assignment Information' means all information concerning the role or position to be filled including:
(i) the identity of the Hirer and the nature of the Hirer's business,
(ii) the nature of the work required, from the Candidate, by the Hirer,
(iii) the date upon which the Candidate is required to commence work for the Hirer,
(iv) the period for which the services of the Candidate are required by the Hirer,
(v) the conditions and location in which the work will be conducted,
(vi) any risks to the Candidates health & safety and steps taken by the Hirer to prevent or control these,
(vii) details of the experience, qualifications, legal or professional requirements or authorisations that the Candidate is required to have to work in the position for the Hirer,
(viii) any expenses payable by the Hirer to the Candidate, or to the Hirer by the Candidate,
(ix) the remuneration payable to the Candidate and the notice of termination of employment they are required to give to the Hirer and entitled to receive from the Hirer.
1.2 'Associate' means an associate as defined in s.435 of the Insolvency Act 1986.
1.3 'Additional Commission' means 5% of any Placement Fee earned by an Introduced Connector, from the email address from which they accepted your invite.
1.4 'Commission' means a big proportion of the Placement Fee.
1.5 'Engagement' means any engagement of the Candidate, whether direct or indirect, by a Hirer, arranged via Our Website in respect of which a Placement Fee becomes lawfully payable to us.
1.6 'Advertising Hirer' means an actual or potential employer who has placed details of an employment vacancy upon Our Website
1.7 'Hirer' means any Advertising Hirer or any Suggested Hirer
1.8 'Our Website' means the website www.zubka.com.
1.9 'Placement Fee' means the fee payable by the Hirer to us, being calculated according to the placement fee scale, which can be found here.
1.10 'Payment Terms' are that we will pay the Commission to you within the later of (i) 30-days from the commencement of an Engagement, or (ii) 48-hours after we have received the Placement Fee from the Hirer.
1.11 'Candidate' means a person who you consider might be suitable for an Engagement.
1.12 'Candidate Information' means information concerning the Candidate relating to their identity, skills, experience or qualifications which a Hirer considers necessary for the Candidate to undertake work for the Hirer, or which are required by law or a professional body for the Candidate to work for the Hirer upon an Engagement, and the willingness of the Candidate to undertake work upon an Engagement.
1.13 'Connector' means any party, who has contracted with us, for the purpose of introducing Candidates to Hirers.
1.14 'Remuneration' means the basic annualised starting base salary payable to the Candidate, by the Hirer, in respect of an Engagement.
1.15 'Requirement' means the Hirers requirements in respect of the Candidate sought, including the characteristics of the Candidate affecting their suitability for undertaking work upon an Engagement.
1.16 'Introduced Connector' means any person who accepts your invitation to become a Connector.
1.17 'Suggested Hirer' means an actual or potential employer whom you believe may be interested in an Engagement of a Candidate.
2. Our Obligations
2.1 We will not disseminate details of Candidates to Hirers, Connectors or any third party except with your express permission or pursuant to a legal obligation to which we are subject.
2.2 We will preserve your confidentiality. This clause is subject to any legal obligations that we may have, or become subject to, (including but not limited to court orders) to disclose information pertaining to you.
2.3 Subject to clause 2.5 we will pay to you any Commission, and Additional Commission, due to you, within the Payment Terms
2.4 Subject to you opening an account with us we will provide you with the facility to input information about a Candidate onto Our Website and transmit that information via Our Website to a Hirer.
2.5 In the event that a Hirer refuses to pay a Placement Fee, or delays in paying a Placement Fee, we will use reasonable endeavours to ensure that the Placement Fee is paid. Sums of money spent on such debt collection will be considered deducted from the Placement Fee prior to the calculation of your Commission or Additional Commission. In these circumstances you will receive a pro rata entitlement to the Commission or Additional Commission after the deduction of the debt recovery costs. In the event that we do not receive payment of the Placement Fee you will not receive the Commission. If we only receive payment of part of the Placement Fee you will only receive a pro rata entitlement to Commission or Additional Commission, in line with the payment we have received. If we are required to pay the Hirer a rebate of the Placement Fee you will not receive any Commission or Additional Commission in respect of the Placement Fee.
3. Your Obligations - Quality Control
3.1 You will use reasonable endeavours to ensure that any information that you provide to a Hirer or a Candidate is accurate and not misleading.
3.2 You will not provide any information to any Hirer or Candidate that you believe is likely to be inaccurate or misleading.
3.3 You confirm that you are aware of, and will comply with, all of your legal obligations and you confirm that you are over the age of 18 years and have legal standing to enter into a contractual relationship with us.
3.4 You will, prior to introducing a Candidate to a Hirer, obtain from the Hirer all of the Assignment Information and inform the Candidate of this Assignment Information.
3.5 You will, prior to introducing a Candidate to a Hirer, obtain confirmation, from the Candidate, of the Candidate Information and you will communicate this Candidate Information to the Hirer.
3.6 In the event that the Engagement requires, or would require, the Candidate to work in a position where they are: (i) required by law (or any professional body) to have qualifications or authorisation to work in that position, or (ii) required to work with, care for, or attend upon, any person under the age of 18, or who by reason of age, infirmity, or other circumstance, is in need of care and attention you will, subject to clause 3.8, take the steps details in clause 3.7.
3.7 The steps mentioned in clause 3.6 are that you will: (i) obtain copies of any relevant qualification or authorisation that the Candidate may have and offer to provide copies of these to the Hirer, and (ii) obtain two references from persons who are not relatives of the Candidate ('relative' is defined in s.63 of the Family Law Act 1996) and offer to provide copies of these references to the Hirer, and (iii) take all other reasonably practicable steps to ensure that the Candidate is not unsuitable for the specific Engagement.
3.8 In the event that, despite having taken all reasonably practicable steps to comply with the requirements of clause 3.7, you are unable to do so you may instead: (i) comply with clause 3.7 to the maximum extent to which you are able, and (ii) inform the Hirer that you have taken all the steps that were reasonably practicable to comply with these requirements and have been unable to do so, and (iii) inform the Hirer of the steps that you have taken.
3.9 You will inform the Hirer and/or the Candidate if you believe it may be detrimental to the interests of either party to enter into an Engagement.
3.10 If, in the period of three months following the commencement of an Engagement, you discover information about a Candidate which gives you reasonable grounds to believe that a Candidate maybe unsuitable for the Engagement, you will, without delay, inform the Hirer of that information.
4. Your Obligations - Business Model
4.1 You agree that you will not contact, whether directly or via any third party, any Advertising Hirer, other than through Our Website.
4.2 You recognise that in order for us to ensure that you receive the correct Commission we shall need to know the base salary band into which the Candidate's Remuneration falls. Upon an Engagement you will therefore inform us of information provided by the Candidate and/or Hirer as to the base salary band into which the Candidate's Remuneration does fall. For the avoidance of doubt the base salary bands are detailed in the placement fee scale as detailed here.
4.3 In order to ensure that our business model works fairly and in the interests of Connectors, Hirers, Candidates and ourselves you will inform us if you become aware of attempt by any party to make use of Our Website whilst circumventing, in whole or part, the Placement Fee.
5. Privacy
5.1 You will preserve the confidentiality of any information given to you by a Candidate, in particular you will: (i) only transmit the information to a Hirer with the express permission of the Candidate, and (ii) you will not use the information for purposes other then attempting to secure an Engagement or for the consideration as to the suitability of the Candidate for a particular Engagement.
5.2 You understand that you may remain anonymous in your dealings with Hirers and Candidates. In the event that you do not wish to be anonymous then such information as you volunteer about yourself to a Candidate or Hirer may be transferred outside of the European Economic Area ('EEA') if the Candidate or Hirer with whom you liase is based outside the EEA.
5.3 In the event that there is an actual or proposed: (i) joint venture between our business and another business, or (ii) a merger between our business and another business, or (iii) an acquisition of our business by another business, then your personal data (personal data is defined in the Data Protection Act 1998) may be transferred to another party as part of the process of considering the joint venture, merger or acquisition. Any such transfer of personal data will be made subject to express conditions of confidentiality. You acknowledge that where the party who is considering the merger, acquisition or joint venture is outside the EEA this may result in your personal data being transferred outside the EEA and you confirm that you give your consent to such transfer. You may withdraw, or limit, this consent at anytime by providing us with notice at legal@zubka.com.
5.4 Whilst we have implemented appropriate technical and organisational measures to secure data, including the use of encryption, that is transferred to Our Website, you understand that we cannot guarantee the security of our systems and you acknowledge that we are not to be held liable for any loss, whether direct or indirect, arising from the interception of data relating to you by a third party.
5.5 At your request we shall delete any data relating to you from our files, save that when we have entered into a transaction with you in respect of which it is conceivable that legal liabilities could arise we reserve the right to archive such data until the expiry of legal liability in respect of matters to which the data relates. Notwithstanding the reservation of this right you confirm that your request for such data to be deleted is your waiver of any legal rights, to such extent as is possible at law, in respect of any matters in relation to which the data you have asked to be deleted may be relevant.
5.6 Our Website makes use of cookies. Cookies make it easier for us to log you onto Our Website and also enable us to monitor website traffic and personalise the content of the site for you. You understand that you may reject the use of cookies although this may mean that certain features of Our Website will no longer be available to you.
5.7 You understand that any data that you provide to us may be transferred outside the EEA and you confirm that you agree to such transfer. You may withdraw, or limit, this consent at anytime by providing us with notice at legal@zubka.com.
5.8 You consent to our provision of information about any product or services that we may, from time to time, offer and you consent to the provision of such information by the medium of email. You can withdraw this consent at anytime, including now, by notifying us at legal@zubka.com.
6. Website Use
6.1 In order to register to use Our Website you must choose a password. You warrant that you will use best endeavours to ensure that this password remains confidential between you and us. You will notify us immediately if the security of your password is prejudiced in order that we make take appropriate steps to endeavour that your account is not used for purposes outside the terms of the Contract.
6.2 You specifically confirm that you will not: (i) place, cause to be placed, or induce another person to place any link upon another website that connects to Our Website without written permission from a Director of ours, save that you may link to the front page of Our Website, at the address of Our Website without requiring any permission, or (ii) remove, distort or otherwise adapt our logo or any aspect of Our Website, imply that you, your products, services, or reputation, are in anyway endorsed by us, (iii) suggest that you are in partnership or party to a joint venture with us, or (iv) otherwise misrepresent your relationship with us.
6.3 You understand that we may, in some circumstances and at our sole discretion, allow third parties to place links upon Our Website. You acknowledge that the provision of such links upon Our Website does not provide any endorsement by us of such websites, or the products or services promoted upon them, nor is the provision of any link upon Our Website indicative of any particular business relationship with the party to whose website the link is attached.
6.4 You are permitted to download materials from Our Website for your personal use only, subject to the following restrictions: (i) your express acknowledgement that we retain the copyright in any material that you download, and (ii) you will not modify, publish, transmit or transfer any of the content of Our Website except in accordance with The Designs Patents & Copyright Act 1998.
6.5 You acknowledge that 'Zubka' and the logo(s) on Our Website are our property and may not be used by you except with the written, revocable, consent of a Director of ours.
7. Liabilities
7.1 You shall not directly or indirectly induce any Hirer, or any employee of ours, to terminate their contract with us. You agree to pay us liquidated damages in respect of any breach of this provision in the sum of �15,000.
7.2 You agree that the damages in clause 7.1 are a reasonable approximation of our loss.
7.3 We are not liable for any acts or omissions of the Candidate in respect of any services that they provide or fail to provide. We are not liable to you for acts or omissions of ours, whether negligent or otherwise. You agree to fully indemnify us in respect of any claims brought against us, whether by you, the Candidate, or any third party, including legal costs (assessed on an indemnity basis) incurred in the defence of claims arising out of an Engagement where such liability arises due, in part or whole, to a failure by yourself to honour your legal obligations.
7.4 Our liability to you, other than any contractual liability to pay to you the Commission and Additional Commission, shall be limited to the sum of �5,000.
7.5 Nothing in the Contract shall be taken exclude or limit our liability in respect of personal injury, death, fraud or when an exclusion of liability is otherwise not permitted by law.
8. General Terms
8.1 We may, at our sole discretion, which need not be exercised reasonably, terminate the Contract, or prevent or limit your use of Our Website.
8.2 Without prejudice to clause 8.1 we may terminate the Contract, limit, or prevent, your use of Our Website in the event that you breach any provision in the Contract.
8.3 Time is of the essence to the Contract.
8.4 You agree to bear sole responsibility for any banking charges.� You agree that the Commission and Additional Commission received by you will be reduced to reflect any banking charges that we may be required to pay,�in the course of making any such payment to you.
8.5 Without prejudice to the content of any representations that we may seek to make to any competent court or tribunal, in respect of our legal status, the applicability of legislation to our services, or otherwise, to the extent that the Act applies to us, but not further or otherwise, we are an agency (agency is defined in The Employment Agencies Act 1973). You agree that you are an agency.
8.6 In the Contract the use of masculine terms shall include the feminine, and the singular shall include the plural, and vice versa.
8.7 Each clause in the Contract and each portion thereof, whether defined by punctuation or numbering is distinct and severable, and to give effect to the common intention of you and us the court may sever any part of the Contract, and the remaining part will have continuing effect.
8.8 The Contract represents the sole and entire agreement between you and us in respect of which we may provide services to you. No other terms shall be deemed to apply to the contractual relationship between you and us unless a director of ours has agreed them in writing.
8.9 The headings in the Contract are provided for convenience only and do not affect the interpretation of the any clause in the Contract.
8.10 The Contracts (Rights of Third Parties) Act 1999 specifically does apply to this Contract, for the benefit of the Candidate and the Hirer.
8.11 The Law of England governs this contract and the English Courts shall have non-exclusive jurisdiction.