Terms & Conditions

Definitions and interpretationIn these Conditions the following definitions apply:Affiliatemeans any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;Applicable Lawmeans all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction;Bribery Lawsmeans the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption;Business Daymeans a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;Candidate means a candidate, student of the Supplier or person whose details are accessible via the Recruitment Platform, or anyone who has submitted their details to the Customer using the Customer’s Job Ad; Candidate Datameans the full name, email address, or phone number relating to a Candidate, which the Supplier licences to the Customer on a non-exclusive, revocable basis; Conditionsmeans the Supplier’s terms and conditions of supply set out in this document;Confidential Informationmeans Candidate information including personal data and contact details, any commercial, financial or technical information, information relating to the Services or the Recruitment Platform, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;Contractmeans the agreement between the Supplier and the Customer for the supply and purchase of Services incorporating these Conditions the , attachments, annexures and statements of work;Controlhas the meaning given to it in section 1124 of the Corporation Tax Act 2010 and Controls, Controlled and under common Control shall be construed accordingly;Cookie Policythe Supplier’s cookie policy, accessible via the following link https://cifa.ac/cookie-policy;  Credits means the credits purchased by a Customer as set out on the Pricing Page, which entitles the Customer to access relevant Candidate Data;Pricing Pagemeans the website page that outlines the cost of Credits from time to time, accessible via the following link https://employers.cifa.ac/pricing-page;  Controllershall have the meaning given to it in applicable Data Protection Laws from time to time;Customermeans the named party in the Contract which has agreed to purchase the Services from the Supplier and whose details are set out in the Order;Data Processing Agreementthe Supplier’s data processing agreement, accessible via the following link [link]; Data Protection Lawsmeans, as binding on either party or the Services:the GDPR;

the Data Protection Act 2018;

any laws which implement or supplement any such laws; and

any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;Data Protection Supervisory Authoritymeans any regulator, authority or body responsible for administering Data Protection Laws;Data Subjectshall have the meaning given to it in applicable Data Protection Laws from time to time;Force Majeuremeans an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including software malfunction, an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;GDPRmeans the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);Intellectual Property Rightsmeans database rights, Candidate Data, copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:whether registered or not;

including any applications to protect or register such rights;

including all renewals and extensions of such rights or applications;

whether vested, contingent or future;

to which the relevant party is or may be entitled, and

in whichever part of the world existing;International Organisationshall have the meaning given to it in applicable Data Protection Laws from time to time;Job Ad/smeans the Customer’s job advertisement or call for submission of details by Candidates, to be published or published on the Recruitment Platom;Modern Slavery Policymeans the Supplier’s anti-slavery and human trafficking policy in force and notified to the Customer from time to time;MSA Offencehas the meaning given in clause 12.2.1;Personal Datashall have the meaning given to it in applicable Data Protection Laws from time to time;Personal Data Breachshall have the meaning given to it in applicable Data Protection Laws from time to time;Pricehas the meaning set out in clause 3.1;Privacy Policymeans the Supplier’s privacy policy, accessible via the following link https://cifa.ac/privacy-policy;  processinghas the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);Processorshall have the meaning given to it in applicable Data Protection Laws from time to time;Protected Datameans Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract;Recruitment Platformmeans the Supplier’s digital platform used to enable recruiters and employers to find candidates, accessible via the following link https://employers.cifa.ac/employer/register;  Servicesmeans the access to the Recruitment Platform that the Supplier grants to the Customer on a non-exclusive, revocable, time-bound licence and, at additional variable costs: the promotion of the Customer’s Job Ads on the Recruitment Platform; and the accessing of Candidate Data. Sub-Processormeans any agent, sub-contractor or other third party (excluding its employees) engaged by the Supplier for carrying out any processing activities on behalf of the Customer in respect of the Protected Data;Suppliermeans CIFA EDUCATION MANAGEMENT LTD, a company incorporated and registered in England and Wales with company number 12852521, whose registered address is at 94-96 Seymour Place, London, England, W1H 1NB;Supplier Personnelmeans all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; andVATmeans value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.

In these Conditions, unless the context requires otherwise:any clause or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;a reference to a gender includes each other gender;words in the singular include the plural and vice versa;any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;without prejudice to the provisions of clause 13, a reference to legislation is a reference to that legislation as in force at the date of the Contract; without prejudice to the provisions of clause 13, a reference to legislation includes all subordinate legislation made as at the date of the Contract under that legislation; anda reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.Application of these conditionsWhen the Customer creates a Job Ad or an account on the Recruitment Platform, the Customer agrees to these Conditions, the Data Processing Agreement and all of the Supplier’s policies such as the Privacy Policy, Cookie Policy and the Modern Slavery Policy.These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.No variation of these Conditions or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.Marketing, cost estimates for Job Ads and other promotional material relating to the Services are illustrative only and do not form part of the Contract.Price The price for the Services shall be as detailed in sections 4 and 5 below (the Price). The Prices are exclusive of VAT (or equivalent sales tax), which the Customer shall pay (if applicable) to the Supplier on purchase of the relevant Service.The Supplier may increase the Prices at any time by giving the Customer not less than 15 Business Days’ notice in writing provided that the increase does not exceed 30% of the Prices in effect immediately prior to the increase.Notwithstanding clause 3.3, the Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Services which exceeds 10% and which is due to any factor beyond the control of the Supplier.Price of Job Ads The price to sponsor an Ad is measured by the amount of weeks for which the Customer wishes for the Job Ad to be published for promotion on the Recruitment Platform (the Time Period). Pricing for Job Ads is indicated on the Pricing Page or on the Recruitment Platform’s page where the Customer can publish the relevant Job Ad. The Job Ad will cease to be visible to Candidates on the Recruitment Platform at the end of the Time Period. The fees paid by the Customer are not refundable. For the avoidance of doubt, no refund shall be given by the Supplier to the Customer even if the Customer pauses or closes the Job Ad early. Purchasing & using Credits (Price of Candidate Data)To have access to Candidate Data, the Customer will be required to purchase Credits from the Supplier. The cost of Credits are set out on the Pricing Page. The Customer will be able to redeem Credits that it has purchased in exchange for Candidate Data on the Recruitment Platform, and the Recruitment Platform will inform the Customer of how many Credits the Customer will need to use in exchange for each set of Candidate Data.Refunding Credits (Candidate Data)All Credits purchased are non-refundable except as provided for in paragraph 6.2 below. The Supplier will not, for example, offer any return of Credits if the Candidate Date that the Supplier provides to the Customer are correct. For the avoidance of doubt, no refund will be given by the Supplier to the Customer if a Candidate chooses not to respond to the Customer, or if the Candidate does not secure a job with the Customer.The Customer will only be entitled to a refund of Credits if, regarding a relevant Candidate Data (a) the phone number returns “calls are not being connected to this number”; or (b) the email address isn’t functioning and you receive a bounce-back when using the email address.Where the Customer is entitled to receive a refund of Credits in accordance with clause 6.2 above, the Customer acknowledges that it will not receive a monetary refund for those Credits, and we the Supplier will instead reinstate those refundable Credits onto the Customer’s Recruitment Platform account.PaymentThe Supplier may charge the credit card, or bank account information on file for the Customer’s account.Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:suspend access to the Recruitment Platform, suspend all of the Customer’s Job Ads, and limit or block access to Candidate Data; and the Supplier may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of Barclays Bank plc from time to time in force, andinterest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.Job Ads The Customer grants to the Supplier, its Affiliates, and sublicensees a license to use the Customer’s Job Ads as it sees fit. The Supplier does not guarantee any performance of the Job Ads including (but not limited to) reach, placement, or distribution. The distribution, placement, positioning, size, and location of the Job Ads are determined by the Supplier in its sole and absolute discretion.The Supplier has no obligation to accept, or publish any Job Ads under any circumstances. The decision to publish and promote a Job Ad is in the Supplier’s sole and absolute discretion. If the Supplier accepts or publishes a Job Ad, it is not an indication of the Supplier’s approval of the Job Ad’s contents. The Supplier may revoke acceptance of the publishing of a Job Ad at any time, rejecting or removing any Job Ad at any time for any or no reason without notice. PerformanceThe Supplier shall grant the Customer access to the Recruitment Platform in accordance with these Conditions and: publish the Customer’s compliant Job Ads; andgrant viewing access to the relevant Candidate Data which the Customer has purchased using Credits,  which shall, individually, be deemed performance of the Contract. Time of performance of the Services is not of the essence. The Supplier shall not be liable for any delay in or failure of performance caused by:the Customer’s failure to properly use the Recruitment Platform;the Customer’s failure to submit Job Ads that are legally compliant with employment laws or against the Supplier’s policies or, in the Supplier’s sole and absolute discretion, do not meet the Supplier’s standards;the Customer’s failure to provide the Supplier with adequate instructions for performance;Force Majeure.Supplier’s WarrantiesThe Supplier’s Services are based on a software-as-a-service model and reliant on the Customer’s proper use of the Recruitment Platform and the Candidate’s submission of accurate Candidate Data. For this, the Supplier gives no warranties and makes no representations in relation to the Services, and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.The Recruitment Platform and the Candidate Data is provided on an ‘as is’ and ‘as available’ basis. Customer’s WarrantyIf the Customer publishes a Job Ad, it warrants that the Job Ad is compliant with any applicable laws including employment laws and regulations, particularly (without limitation) warranting that the Job Ad is not discriminatory. The Customer hereby agrees to defend, indemnify and hold harmless the Supplier from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from the Customer’s breach of this clause 11 warranty. Anti-slaveryThe Supplier shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.The Customer undertakes, warrants and represents that:neither the Customer nor any of its officers, employees, agents or subcontractors has:committed an offence under the Modern Slavery Act 2015 (an MSA Offence); orbeen notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; oris aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to the Supplier on request at any time throughout the Contract. The Customer shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 12.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.Any breach of clause 12.2 by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect.Indemnity The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.Limitation of liabilityThe extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 14.Subject to clauses 14.5 and 14.6, the Supplier’s total liability shall not exceed 80% of the fees paid by the Customer to the Supplier.Subject to clauses 14.5 and 14.6, the Supplier shall not be liable for consequential, indirect or special losses.Subject to clauses 14.5 and 14.6, the Supplier shall not be liable for any of the following (whether direct or indirect):loss of profit;loss of revenue;loss or corruption of data;loss or corruption of software or systems;loss or damage to equipment;loss of use;loss of production;loss of contract;loss of commercial opportunity;loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill; and/orwasted expenditure.The limitations of liability set out in clauses 14.2 to 14.4 shall not apply in respect of any indemnities given by the Customer under the Contract.Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:death or personal injury caused by negligence;fraud or fraudulent misrepresentation;any other losses which cannot be excluded or limited by Applicable Law;any losses caused by wilful misconduct.Confidentiality The Customer shall keep confidential all Confidential Information of the Supplier and of its Affiliates and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:any information which was in the public domain at the date of the Contract;any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; orany disclosure required by law or a regulatory authority or otherwise by the provisions of the Contractexcept that the provisions of clauses 15.1.1 to 15.1.3 shall not apply to information to which clause 15.4 relates.This clause shall remain in force in perpetuity.To the extent any Confidential Information is Protected Data (as defined in clause 15) such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of clause 15.1.Processing of personal dataThe parties agree that the Customer is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to the Contract. Separately, the Data Processing Agreement will govern the parties’ obligations regarding the Candidate Data, which is hereby incorporated into these Conditions and the Contract. The Customer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to the Supplier in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with all Data Protection Laws. Nothing in the Contract relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.The Supplier shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.The Customer shall indemnify and keep indemnified the Supplier against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Customer of its obligations under this clause 16.The parties agree: the Supplier shall only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with the Data Processing Agreement and the Contract (including when making any transfer to which clause 16.8 relates), except to the extent: that alternative processing needs arise and the Supplier puts in place suitable, compliant measures; orotherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest).The Supplier shall implement and maintain suitable technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.The Supplier shall:not permit any processing of Protected Data by any Sub-Processor which do not have suitable technical and organisational measures; prior to any Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint such Sub-Processor under a written contract containing materially the same obligations as under this clause 16 (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by the Supplier and ensure such Sub-Processor complies with all such obligations;remain fully liable to the Customer under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; andensure that all natural persons authorised by the Supplier or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.The Customer authorises the appointment of the Sub-Processors as notified to it from time to time. Informing of changes to these Conditions shall be deemed sufficient notification. The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to any country or territory outside the United Kingdom or to any International Organisation without putting in place suitable measures.The Supplier shall at the Customer’s cost and expense refer to the Customer all requests it receives for exercising any Data Subjects’ rights under Chapter III of the GDPR which relate to any Protected Data. It shall be the Customer’s responsibility to reply to all such requests as required by applicable law.The Supplier shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate the Supplier’s compliance with the obligations placed on it under this clause 16 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 16.10).The Supplier shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, the Supplier shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Supplier to store such Protected Data. This clause 16 shall survive termination or expiry of the Contract.Force majeureNeither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 10 days, either party may terminate the Contract by written notice to the other party.TerminationThe Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:the Customer commits a material breach of Contract and such breach is not remediable;the Customer commits a material breach of the Contract which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue; orany consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 18, it shall immediately notify the Supplier in writing.Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.NoticesAny notice or other communication given by a party under these Conditions shall:be in writing and in English;be signed by, or on behalf of, the party giving it (except for notices sent by email); andbe sent to the relevant party at the address set out in the ContractNotices may be given, and are deemed received:by hand: on receipt of a signature at the time of delivery;by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;by Royal Mail International Tracked & Signed post: at 9.00 am on the fourth Business Day after posting; by email: on receipt of a read receipt email from the correct address; and (only valid for notices sent by the Supplier) by website announcement, whether via a banner or a pop-up: at 9.00 am on the tenth Business Day after publishing on the Supplier’s website.  Any change to the contact details of a party shall be notified to the other party in accordance with clause 19.1 and shall be effective:on the date specified in the notice as being the date of such change; orif no date is so specified, 5 Business Days after the notice is deemed to be received.The Customer’s contact details shall consist of the information used by the Customer when creating an account on the Recruitment Platform. All references to time are to the local time at the place of deemed receipt.This clause does not apply to notices given in legal proceedings or arbitration.Cumulative remediesThe rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.TimeUnless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.Further assuranceThe Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.Entire agreementThe parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.Nothing in these Conditions purports to limit or exclude any liability for fraud.VariationNo variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.AssignmentThe Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, which it may withhold or delay at its absolute discretion.Notwithstanding clause 25.1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplier prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.Set offThe Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.No partnership or agencyThe parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.Equitable reliefThe Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.SeveranceIf any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.WaiverNo failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.Compliance with lawThe Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.Conflicts within contractIf there is a conflict between the terms contained in the Conditions and the Recruitment Platform, the terms of the Conditions shall prevail.Costs and expensesThe Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).Third party rightsExcept as expressly provided for in clause 34.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.Governing lawThe Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.JurisdictionThe parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).