Terms of Business

1 DEFINITIONS 

In these terms of business, the following words shall have the following meanings: 

"Assignment" means (i) any request from the Client to Fawna for recruitment support or to submit candidates or prospective candidates for employment by the Client and (ii) any acceptance by Client of an Introduction by Fawna whether or not requested by Client. For the avoidance of doubt, the term "Assignment" includes each separate request by Client for recruitment assistance or for the submission of candidates or prospective candidates and each acceptance by Client of an Introduction. Any such request or acceptance may be written or verbal and is deemed to exist if the Client receives an Introduction; 

"Candidate" means any person appointed to the Job role within 3 months of the role going live and the role being advertised and any person Introduced by Fawna to the Client for an Assignment; 

"Client" means any person, firm, company, partnership or corporate body together with its subsidiaries or associated companies (as defined by the Companies Act 2006) to which Fawna introduces one or more prospective Candidates or from which Fawna has otherwise accepted an Assignment either verbally or in writing; 

"DPA" means the Data Protection Act 1998 as amended from time to time; 

"Guarantee Period" has the meaning given to it in Clause 2.1; 

"Introduction" (which includes the verb form “Introduce” or “Introduced) means the supply by Fawna to a Client of details of a candidate or prospective candidate as a prospective employee or for engagement or for an Assignment by which details may include (but are not limited to) the provision to the Client of a prospective candidate or candidate's details in any format including verbal description, curriculum vitae, resume, portfolio, Skype Video, Zoom Video or letter. This may be verbal, in hard copy, facsimile, email or similar format; 

"Invoice Date" has the meaning given to it Clause 3.1;


"Placement" means any engagement or hiring or fixed contract work placement or freelance work contract or employment of a Candidate by a Client within one (1) year of Fawna’s Introduction of such Candidate to the Client; and 

   "Service Fee" means the fee or fees payable by the Client to Fawna for Placement Fee when a Candidate accepts a Placement with the Client, calculated as provided below.

2. TERM and TERMINATION.

The term of this Agreement (the “Term”) will commence on the Agreement Start Date stated in the Sales Order (the “Start Date”), and (unless otherwise stated in the Sales Order) will expire upon the earlier of (i) one year from the Start Date or (ii) the end of the last period of the product(s) being purchased by Customer and, except as otherwise provided below, may not be terminated by either Customer or Fawna. Services which have commenced by the end of the Term will continue to be provided on the terms of this Agreement for the remainder of the applicable period. Fawna may terminate this Agreement immediately on written notice if: (a) Customer institutes or consents to the institution of any proceeding under any bankruptcy or insolvency law or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, liquidator, administrator or similar officer for it or for all or any material part of its property; or any receiver, trustee, liquidator, administrator or similar officer is appointed; or any proceeding under any insolvency or bankruptcy law relating to Customer or to all or any material part of its property is instituted; or (b) Fawna terminates any other agreement with Customer following Customer’s breach of that agreement. In either of these events, Fawna will be entitled to accelerate all amounts due hereunder and to collect all costs and legal expenses incurred. Either party may immediately terminate this Agreement if the other party materially breaches this Agreement which breach is not cured within 10 days after receipt of written notice thereof. The terms of Sections 2, 3, 4, 8, 9 and 10 shall survive any expiration or termination of this Agreement.

3. PAYMENT.

All online payments are processed through Stripe secure payment gateway. Fawna may, in its discretion, invoice Customer by way of an electronic invoice sent to Customer by email for additional services (see Additional Terms Applicable to Additional Services below). Unless otherwise stated in the Sales Order Form or invoice, invoices will be due 14 days from the date of invoice, with invoices to be issued in advance from the Start Date of the Agreement. Fawna may charge interest at the relevant statutory rate on any amounts not paid when due. Fawna will add VAT to services charged for. Customers will be responsible for the payment of any other present or future sales, use, exercise or other similar tax applicable to the Services. If any invoice remains unpaid beyond the payment terms specified in this clause, the Sales Order or the invoice, Fawna may accelerate payment of any amount not yet invoiced under this Agreement. In the event that Customer overpays any invoice, Customer must request repayment within six months of the overpayment and any credit note for such overpayment will only be valid for six months from issue. Fees paid for Services are non-refundable, except following termination for Fawna’s material breach, in which case Fawna will refund to Customer prepaid amounts for Services not rendered as at the date of such termination. Fawna may assign to a third party the right to collect and receive payment. Fawna may carry out a credit check against Customer from time to time. Fawna reserves the right to refuse to extend any credit to Customer and to require pre-payment from Customer before providing any Services. Fawna may set off any amount received by Fawna from Customer against any amount which is due and payable under this Agreement or any other agreement with Customer. Customer agrees to pay each invoice in full without deduction. Services purchased under the Agreement may only be used by members of Customer’s group of companies with Fawna’s prior consent. Customer shall remain liable for payment for all Services purchased under this Agreement if any of its group of companies uses Services under this Agreement. If Customer is an agency for its client, Customer is liable for payment of all amounts due hereunder irrespective of whether it receives payment from its client. If Customer is a new customer paying by Direct Debit it will be required to complete a mandate which will be sent separately to Customer (with Customer’s bank account number, sort code, name of bank and name of account holder). If Customer has made payment via Direct Debit to Fawna within the last 12 months, Fawna will continue to use the same bank details it has on record until such time Customer notifies it differently. Customer must be the Direct Debit account holder. Customer warrants that it is the owner of the account used for the Direct Debit and the signatories on the Direct Debit instruction are authorised. Customer authorises its bank to disclose to Fawna, and to its subcontractors and agents, details about its bank account in so far as is necessary in connection with this Agreement and to inform Fawna if its Direct Debit Authority is terminated at any time. If a Direct Debit payment fails, Customer must immediately arrange for the charges to be paid by other means in addition to any fees incurred by Fawna in relation to the failed Direct Debit payment.

4. Confidentiality, Data Protection and Additional Services.

4.1 (a) Each party will keep the specific terms of this Agreement confidential and not disclose them to any third party (other than to its professional advisers and/or affiliates on a confidential basis) without the other party’s prior written consent, except as required by law. (b) Fawna undertakes to comply with all applicable data protection legislation currently in force and will collect and process personal data in accordance with its privacy policy. In order to maintain the integrity of its Sites, Fawna reserves the right to forward contact details to any regulatory or enforcement authorities when requested to do so. Fawna may also forward contact details where a complaint arises concerning Customer’s use of the Site and where that use is deemed to be inconsistent with this Agreement. (c) Customer agrees that Fawna may email Customer with details of enhancements of Services, important new features and other promotional announcements (including research surveys) until Customer provides written notice terminating such authorisation.

4.2 (b) Fawna manages all Candidate and prospective Candidate information in accordance with the DPA. The Client agrees to comply with its obligations under the DPA and with the obligations and restrictions contained in Fawna’s Privacy Policy. Client's request for a Candidate's or prospective Candidate's curriculum vitae, resume, other personal information or employment details or the sending of a Candidate's or prospective Candidate's curriculum vitae, resume, personal information or employment details by Fawna to Client is deemed as Client's acceptance of Fawna's Privacy Policy. Client may request a copy of Fawna's Privacy Policy by emailing hello@Fawna.io or by visiting Fawna's website at www.Fawna.io/privacy-policy. 

4.3 In particular and without limitation, in relation to any personal data (as defined in the DPA and the Fawna’s Privacy Policy) passed from Fawna to the Client, the Client shall: 

4.3.1 only process (as defined in the DPA and the Fawna Privacy Policy) personal data for the purpose of contacting a Candidate or prospective Candidate in order to assess their suitability for a Placement pursuant to these terms of business until the Candidate is hired or employed by the Client and the Candidate has consented to the Client being the data controller (as defined in the DPA and the Fawna Privacy Policy) from that point; and 

4.3.2 take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to, the personal data. 

4.4 Introductions are made on a strictly confidential basis and the Client agrees not to disclose any information about a Candidate or prospective Candidate to any third party without the prior written consent of Fawna. 

4.5 The Client must keep any evaluation of Candidates or prospective Candidates provided by Fawna confidential and they must only be used for the purpose of assessing the suitability of such Candidate or prospective Candidate for the relevant Assignment. 

4.6 Client acknowledges and agrees that in the course of seeking candidates and prospective candidates for Placements and making Introductions, Fawna may disclose to such candidates and prospective candidates the identity of Client, a description of the employment or engagement for which Client has engaged Fawna for recruitment services and any other information that Client has provided to Fawna in connection with its services under these terms of business. While Fawna informs candidates and prospective candidates that such information is confidential and should not be used or disclosed by such candidate or prospective candidate except as necessary to evaluate the opportunity, Fawna shall have no liability or obligation to Client in the event of any disclosure or use of such information by any candidate or prospective candidate. Client acknowledges and agrees that Client has the sole responsibility to negotiate the terms of any agreement or understanding with candidates or prospective candidates with respect to the confidentiality of any information provided to them by Client or Fawna regarding Client or the applicable position and the terms of any employment or engagement of any such candidate or prospective candidate by Client. 

5. Ownership.

Unless otherwise provided in the Product Terms and Conditions, as between Fawna and Customer, any job postings, advertisements and/or videos provided by Customer for placement on any Site and all intellectual and other proprietary rights therein are and shall at all times remain Customer’s property. Customer grants to Fawna and its affiliates an irrevocable, royalty-free, perpetual, fully paid up, non-exclusive and worldwide license to use, copy, reproduce, publish, perform, display and distribute such job postings, advertisements and/or videos provided by Customer (in whole or in part). Customer also grants to Fawna a non-exclusive, royalty free, non-transferable limited licence to use, display, copy and publish Customer’s trade marks, logos and other intellectual property provided to Fawna solely for the purposes of performing its obligations under this Agreement. Fawna shall retain all right, title and interest, including all intellectual property rights, to and in: (i) any proprietary technology and software contained or incorporated in or part of the Sites and (ii) the content (excluding Customer’s content as described above) on or part of the Sites and all elements which are a part of or incorporated in (or constitute a collection or compilation of) any of the foregoing.

6. Terms of Use.

(a) The customer shall use all Services provided hereunder solely for its own internal business purposes and shall not resell or transfer to any third party any Service and may not post postings or place advertising under any logos and/or bands other than its own. (b) Customer acknowledges that it must comply with the Terms of Use of each Site accessed by Customer. Terms of Use of each Site are available from the applicable Site’s homepage through the link “Terms of Use.” To the extent there is any inconsistency between any accessed Site’s terms of use described in this paragraph and the terms of this Agreement, the terms of this Agreement will prevail. (c) Fawna reserves the right to suspend the Services offered to Customer by Fawna and/or all passwords and other access codes if Fawna has reasonable cause to suspect that Customer is in breach of any of this Agreement or any agreement with Customer or any Terms of Use.

7. Limited Warranty.

Fawna warrants that it will perform Services in a professional manner in accordance with prevailing industry standards. Except for the foregoing, Fawna makes no warranties, express or implied, including the warranties of merchantability, fitness for a particular purpose, or non-infringement with respect to the Services or the Sites, or the functionality, compatibility with specific software browsers, performance or results of use of the Services or the Sites.

8. Indemnification.

Each party (each, in such capacity, the “Indemnifying Party”) shall indemnify the other party, its affiliates and their respective officers, directors, employees and agents (each, in such capacity, an “Indemnified Party” and, collectively, the “Indemnified Parties”), from and against any third party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from: (a) infringement or alleged infringement of any patent, copyright, trade secret or other proprietary right of any third party, arising out of or relating to, (i) in the case of Fawna, the delivery of the Services and (ii) in the case of the Customer, the provision of any material to any Site by or on behalf of the Customer; (b) in the case of Fawna, gross negligence or willful misconduct arising out of or relating to the delivery of the Services; and (c) in the case of the Customer, gross negligence, willful misconduct or defamation arising out of or related to use of the Services. The Indemnifying Party’s obligations hereunder will only apply if the Indemnified Party notifies the Indemnifying Party promptly in writing as to any such claim, action or demand.

9. Limitation of Liability.

Nothing in these conditions shall limit either party’s liability to the extent as prohibited by law. Except for obligations of an indemnifying party under clause 8, and without in any way limiting Customer’s payment obligations under this Agreement, (a) no party will be liable to any other party (nor to any person claiming rights derived from the other party’s rights) for incidental, indirect, consequential, special or exemplary damages of any kind - including lost revenues or profits, loss of business or loss of data - arising out of or in connection with this Agreement or the services provided hereunder regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility thereof, and (b) each party’s maximum liability arising out of or in connection with this Agreement, any product, the services provided hereunder or any site will not exceed the amount paid or payable by Customer to Fawna during the term hereof.

10. Miscellaneous.

Each party agrees with respect to its use or provision of the Services to comply with all applicable laws, including but not limited to those relating to labour, employment and data protection. Customer also agrees that age, gender, religious beliefs, health, sexual orientation or ethnicity data or any other such information provided by an applicant will not be used in any employment-related decision. Each party to this Agreement shall be acting as an independent contractor and nothing herein shall be construed to create a partnership, joint venture or any type of agency relationship between Fawna and Customer or any of Customer’s employees or agents. This Agreement, which may be executed in counterparts, contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), as well as any sales orders or other terms and conditions or purchase terms not supplied by Fawna that have been or may from time to time be submitted by Customer, and cannot be amended or waived except in writing and agreed by both parties. Save as otherwise allowed in Clause 3, neither party may assign this Agreement in whole or in part, by merger, asset or share sale or transfer, or otherwise, without the prior written consent of the non-assigning party, except, in the case of Fawna, (i) in connection with a merger, consolidation, reorganisation or sale of all or substantially all of its assets, or (ii) to a party controlling, controlled by or under common control with Fawna (each a “Permitted Assignment”). No party has relied on any representation or warranty of any other party not expressly set forth in this Agreement. No failure or delay on the part of any party in exercising any right or remedy provided in this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy under this Agreement. In the event that any of the provisions of these conditions shall be determined by a competent authority to be invalid, unlawful or unenforceable to any extent, such provision shall to that extent be severed from the remaining provisions which shall continue to be valid to the fullest extent permitted by law. This Agreement, and any disputes between Customer and Fawna relating to this Agreement, shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts. Each party’s performance under this Agreement is subject to force majeure. All notices given hereunder shall be given by first class mail, return receipt requested or overnight courier, to the respective addresses set out in the Sales Order, and shall be deemed given upon actual delivery thereof. No terms of this Agreement are enforceable by any person who is not a party to it.

11. Third Party Rights


Except as expressly provided elsewhere in these terms of business, no person other than Fawna and Client is to have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms of business. 

12. Severability 

Any provision of or application of any provision of these terms of business which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction. 

13. Notices 

Any notice required or permitted to be given under these terms of business shall be valid if sent by regular mail, postage prepaid, or by recognised overnight courier service and must also be sent by email, in the case of notices to  Fawna Limited, addressed to it at the address and email detailed at the bottom of these terms of business and, in the case of notices to Client, addressed to Client at the address (including any email address) for Client on the books and records of Fawna.

Additional Terms Applicable to Additional Services

1. Fawna JOB POSTINGS (VIDEO JOB ADVERT)

A job posting is an advertisement for a job vacancy placed on the Site/s specified on the Sales Order. Job postings may be posted by Fawna’s posting tool or third party tool as specified in the Sales Order.

Job postings are either “Fixed Location Jobs” or “Area-Wide Jobs”. These permit Customer to post jobs (i) with a duration specified in the Sales Order and (ii) to either a specified fixed location set forth in the Sales Order or to any location, on the Sites (or parts thereof) specifically identified in the Sales Order. Job postings must be posted during the Term, after which they all expire. Each job posting may include only one (1) job description in one location and one job category, with up to three occupations and three industries per category save that for Area-Wide Jobs, Customer may post in more than one location per category (as set out in the Sales Order). Each job posting that is posted during the Term will be active for a maximum of the duration as set forth in the Sales Order, even if the scheduled duration of such job posting extends beyond the expiration of the Term.

Any (1) re-activation of an expired job posting, (2) interruption or renewal of any job posting, (3) change in the Site (unless job product being purchased allows posting to multiple Sites) or (4) change in the reference code of a job, constitutes use of an additional job posting. Customer acknowledges that job postings on the Sites also appear in search results on other websites.

A job posting may provide for automatic refresh every 30 days if stated in the Sales Order.

Customer agrees that all postings that it displays on the Site will relate to specific live job positions and will not be stock or generic job descriptions. Save as set forth in the Sales Order, Customer agrees not to post any job on any Site that: (i) does not comply with applicable laws or regulations; (ii) contains links to any site competitive with Fawna; (iii) contain "hidden", irrelevant or misleading keywords; (iv) contains any pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an up front or periodic payment, pays commissions only (except where the posting states that it is commission only and clearly describes the products/services to be sold), or requires recruitment of other members, sub-distributors or sub-agents; (v) contains any logo or brands other than its own save as permitted by clause 6 of the Terms and Conditions; (vi) contains a hyperlink to Customer’s own career website; or (vii) contains a hyperlink to any website which contains material which is defamatory, offensive or obscene or of a menacing character or which may, in Fawna’s judgment, cause annoyance or inconvenience or anxiety to any person including, without limitation, any racist, sexist, harassing, threatening, discriminatory, vulgar or abusive material, opinions or messages.

Fawna reserves the right in its sole discretion to immediately remove any non-compliant job posting or postings on any Site which Customer has not expressly purchased, at any time.

2. Fawna CANDIDATE INTRODUCTION SERVICE 

2.1 SERVICE FEES AND EXPENSES 

2.1.1 A service fee is due 14 days from the date a candidate accepts an offer of employment from the client, defined as the ‘Invoice Date’. The Client agrees to pay Fawna a Candidate Introduction Fee of dependant on the Job Advert Package they selected; (i) Posted a 'Free Job' 18% in UK, 20% the rest of the world (ii) Upgraded (retained) 16%. In the case of non-freelance and non fixed contract work, a Service Fee as described and calculated below in Clause 2.2. 

A service fee is calculated on a percentage of the successful Candidate's annual gross remuneration package, which shall include the Candidates base salary and any bonus or commission compensation if applicable, all employer pension contributions and the value of all benefits provided to the Candidate by the Client, or; (ii) in the case of freelance or fixed contract work, a monthly Service Fee as described and calculated below in Clause 2.2. 

(b) based on a percentage of the Candidates monthly gross remuneration package which shall include the Candidates base salary or monthly fee and any bonus or commission compensation if applicable, all employer pension contributions and the value of all benefits provided to the Candidate by the Client. In addition, Client will reimburse Fawna for all out of pocket expenses incurred by Fawna in connection with the Assignment, subject to compliance with the provisions of Clauses 2.3, 2.4 and 2.5 below. The provision of a motor vehicle will be valued at £10,000 and will be included in the value of the package for Service Fee calculation purposes. For any Placement of a Candidate for freelance or fixed contract work, Fawna shall invoice Client each and every month in arrears for the applicable Service Fees during the term of such freelance or fixed contract work engagement. 

2.2 If the Client or any affiliates or related companies hires, contracts with, engages on a freelance basis or employs a Candidate for any Placement within 12 months of an Introduction of that Candidate to the Client or within 12 months after completing a freelance or fixed contract work Placement with Client, the relevant Service Fee will apply.

a. SCHEDULE OF SERVICE FEES BASED ON MONTHLY GROSS REMUNERATION PACKAGE (for freelance or fixed contract work): 

A Service Fee of 20% of the total monthly gross remuneration package each and every month throughout the term of the freelance or contract work. Should a Candidate be offered a full time or part time Placement at any time during their freelance or contract work period or for a period of 1 year thereafter, then the new Service Fee payable for such full time or part time Placement shall be 20% of the annual gross remuneration package for the new full time or part time Placement as described in Clause 3.1 less 25% of the Service Fee paid by the Client for the freelance or contract work previously paid, up to a maximum of the new Service Fee. 

(All Service Fees and expenses are exclusive of VAT and expressed in Fawna (British Pounds Sterling). 

2.3 Fawna shall request approval in advance for any out of pocket expenses (such as travel and hotel accommodation). 


2.4 Where required, any display advertising costs will be discussed and agreed in advance with the Client and charged to the 
Client at the cost to Fawna.

2.5 Any approved costs or expenses set out in Clauses 3.3 and 3.4 above shall be invoiced on a monthly basis and payable within 14 days of the date of issue. 

3 EMPLOYMENT TERMS; DUTIES OF CLIENT 

3.1 Whilst Fawna endeavours to make every reasonable effort to ensure the suitability of a Candidate selected on your behalf, Fawna does not verify the authenticity or accuracy of references, qualifications or documentation concerning a Candidate's experience, skill, work history, integrity or suitability for the Placement. Client acknowledges and agrees that Client has the sole responsibility to satisfy itself that the Candidate is sufficiently qualified and skilled for the Placement and Fawna shall have no liability whatsoever to Client in the event a Candidate's employment or engagement by Client terminates for any reason, except as and to the extent expressly set forth in Clause 2 above with respect to the Guarantee Period. 

3.2 The Client is responsible for obtaining any relevant work permits, criminal records checks or such other permission to work as may be required by the Client or by UK legislation. 

3.3 Client acknowledges and agrees that Fawna is not responsible or liable to Client in any way if a Candidate does not accept any offer of a Placement and Client agrees to pay all Service Fees due and payable as provided in (and subject to) Clause 2. Furthermore, Client acknowledges and agrees that Fawna is not responsible or liable to Client in any way if a Candidate resigns or leaves for whatever reason from a Placement or if a Candidate is unable to perform any duties under a Placement. 

3.4 The Client must comply with all relevant employment regulations and legislation and national insurance contributions and tax obligations. 

4 EMPLOYMENT OF SUCCESSFUL CANDIDATES 

4.1 The Client must notify Fawna in writing as soon as possible if it intends to offer a Placement to a Candidate. The Client must specify when the Placement is expected to commence and agree the Candidate's annual gross remuneration package or in the case of freelance or fixed contract work, the monthly gross remuneration package. Fawna will not Introduce the Candidate to any other Client or third party following receipt of the written notification from Client of an offer of a Placement to a Candidate with respect to such Candidate until the earlier of (i) Fawna’s receipt of notification from the Client or the Candidate that the Candidate does not accept the offer of such Placement or (ii) 30 days after Fawna’s receipt of such Offer Notification unless prior to the expiration of such 30-day period, Candidate or Client notifies Fawna that the Candidate has accepted the offer described in the Offer Notification. If Fawna is not informed by Client of a Candidates remuneration package for any accepted Placement, then Fawna has the right to immediately make an assessment of any Candidates remuneration package under any Placement and invoice the relevant Service Fee to the Client which shall become due and payable as per the terms of these terms of business. 

5 SAFETY NET GUARANTEE PERIOD


5.1 Fawna’s Safety Net Guarantee period comes into effect for 60 calendar days from the commencement date (start date) of a Candidate, (the "Guarantee Period") is subject to the following:

5.2 If the Client terminates the Placement within the Guarantee Period, then Fawna will undertake to provide the Client with a replacement Candidate at no extra charge, subject to satisfaction of the following conditions: 

(a) all Service Fees payable to Fawna for the initial Placement and any and all other Placements if any with Client must have been paid in full within 14 days of the date of issue of each or all invoices for any part of such Service Fee; 

(b) accounts not settled within such 14-day period and that remain outstanding during the Guarantee Period will remain due and payable in full, but Fawna shall have no obligation under this Clause 2.2 or otherwise to endeavour to provide Client with a replacement Candidate and shall be entitled to retain the full-Service Fee payable in respect of the initial Candidate without discount or reduction; and 

(c) termination of the Placement is: 

(i)  because, acting reasonably, the Client deems the Candidate to be unsuitable and that within the Guarantee Period the Client notifies Fawna giving a reasonable explanation (including grounds and reasons) for its dissatisfaction with the Candidate and the termination of employment or engagement of the Candidate by the Client; and

(ii)  not due to redundancy, corporate restructure, change of management or control of Client or job description, pregnancy, illness, injury or any unlawful treatment or discrimination.

5.3 Should the Client notify Fawna that a replacement Candidate is not required; then Fawna will provide the Client with a credit note in the form of one Assignment, up to the value of the Service Fee charged upon Placement of the original Candidate valid for a period of 60 days from the date the Client terminates the Placement. 

5.4 Should the replacement Assignment be cancelled or terminated by the Client after the Introduction of one or more replacement Candidates, or the Client decides not to accept any Candidate for a Placement after Fawna has Introduced no less than 3 replacement Candidates, then Fawna will deem the Assignment to have been completed and the Safety Net Guarantee will be void and Clauses 2.1, 2.2 and 2.3 will be of no further force or effect with respect to such Assignment or the original Assignment. 

5.5 Should the replacement Candidate's gross remuneration package be of greater value than that of the original Candidate, the difference in the Service Fee will be payable to Fawna under the original payment terms. 

5.6 Clauses 5.1, 5.2, 5.3 and 5.4 under the Safety Net Guarantee do not apply to any replacement Candidate. 

In the event that; 

(i) the Client makes an offer of a Placement to a Candidate prior to the receipt by either party of a written notice to terminate an Assignment or; 

(ii) within the 12 month period immediately following written notice to terminate an Assignment the Client makes an offer of a Placement to a Candidate Introduced to Client prior to receipt by either party of a written notice to terminate an Assignment, the Client will be required to pay Fawna the relevant Service Fee if the Candidate commences the Placement notwithstanding that the Client issues a notice of termination before the Candidate commences the Placement. 

Notwithstanding termination of an Assignment for any reason, the following provisions in these terms of business shall continue in full force and effect: Clause 4 (Payment Terms), Clause 7 (Privacy), Clause 8 (Termination) and Clause 9 (Indemnity). 

2. JOB POSTING (VIDEO JOB ADVERT)

A job posting (Job Profile) is an advertisement for a job vacancy with a fixed job title placed on the Site/s specified on the Sales Order (“SO”). Job postings may be posted by Fawna’s posting tool, Digital Team or third party tool as specified in the SO.

Customer must choose one job title for the job posting from a selection provided. Once selected, the job title is fixed and may not be changed during the Term of the job posting. Job postings are Fixed Location Jobs. These permit Customer to post jobs (i) with a duration specified in the Sales Order (SO) and (ii) to either a specified fixed location set forth in the SO or to any location, on the Sites (or parts thereof) specifically identified in the SO. Job postings must be posted during the Term, after which they all expire. Each job posting may include only one (1) job description in one location and one job category, with up to three occupations, Customer may post in more than one location per category (as set out in the SO). Each job posting posted during the Term will be active for a maximum of the duration as set forth in the SO, even if the scheduled duration of such job posting extends beyond the expiration of the Term.

Any (1) re-activation of an expired job posting, (2) interruption or renewal of any job posting, (3) change in the Site (unless job product being purchased allows posting to multiple Sites) or (4) change in the reference code of a job where that job has been posted via the Fawna Digital Team , constitutes use of an additional job posting. Customer acknowledges that job postings on the Sites also appear in search results on other websites.

Customer agrees that all postings that it displays on the Site will relate to specific live job positions and will not be stock or generic job descriptions. Save as set forth in the SO, Customer agrees not to post any job on any Site that: (i) does not comply with applicable laws or regulations; (ii) contains links to any site competitive with Fawna; (iii) contain "hidden", irrelevant or misleading keywords; (iv) contains any pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an up front or periodic payment, pays commissions only (except where the posting states that it is commission only and clearly describes the products/services to be sold), or requires recruitment of other members, sub-distributors or sub-agents; (v) contains any logo or brands other than its own save as permitted by clause 6 of the Terms and Conditions; (vi) contains a hyperlink to Customer’s own career website; or (vii) contains a hyperlink to any website which contains material which is defamatory, offensive or obscene or of a menacing character or which may, in Fawna’s judgment, cause annoyance or inconvenience or anxiety to any person including, without limitation, any racist, sexist, harassing, threatening, discriminatory, vulgar or abusive material, opinions or messages.

Fawna reserves the right in its sole discretion to immediately remove any non-compliant job posting or postings on any Site which Customer has not expressly purchased, at any time.

6. VIDEO PRODUCTION

A Fawna Video is a professionally produced Video with a fixed title placed on the Site/s produced  to the specification on the Sales Order (“SO”). Videos may be posted by Fawna’s posting tool, Fawna’s Studio Team or third party tool as specified in the Sales Order.

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Right to object: You have the legal right to object at any time to:

i) use of your personal information for direct marketing purposes; and ii) processing of your personal information which is based on our legitimate interests, unless there are compelling legitimate ground for our continued processing.

CareerZoo Limited (company number 13304403) (“CareerZoo”,"Fawna", "we", "us" or "our") is committed to protecting the privacy of our candidates, clients and users of our website. We want to provide a safe and secure user experience. We will ensure that the information you submit to us, or which we collect, via various channels (including our website, through written correspondence (including e-mail), conversations or meetings with our consultants, or through any of our offices or websites globally), is only used for the purposes set out in this policy.  

Through this Privacy Policy we aim to inform you about the types of personal data we collect from candidates, the purposes for which we use the data and the ways in which the data is handled.  We also aim to satisfy the obligation of transparency under the EU General Data Protection Regulation 2016/679 ("GDPR") and national laws implementing GDPR.

For the purpose of this Privacy Policy the controller of personal data is Fawna and our contact details are set out in the Contact section at the end of this Privacy Policy. 

The information we collect

We will collect your personal details, including but not limited to your name and contact details (together with your email address) and other relevant information from your Curriculum Vitae ("CV"). On occasion, this will also include sensitive personal information such as details of criminal convictions and ethnic origin.  When we receive your details and CV electronically, this may be through a direct application on one of our websites or an application that you have made through a third-party job board.

We will likely obtain further personal information about you during the course of our relationship with you.  This information may be obtained from you directly or from third parties, such as organisations to whom we have provided your CV and who have engaged with you as part of a job application.

How we use your Personal Information

We will hold, use and disclose your personal information, for our legitimate business purposes including:  

1. to provide our services to you;
2. to maintain our business relationship, where you are a user of our website, a client or candidate;
3. to enable you to submit your CV for general applications, to apply for specific jobs or to subscribe to our job alerts. Please see the separate section on your CV below which outlines additional uses and disclosures;
4. to match your details with job vacancies, to assist us in finding a position that is most suitable for you and to send your personal information (including sensitive personal information) to clients in order to apply for jobs;
5. to retain your details and notify you about future job opportunities other than the specific role for which you have contacted us;
6. to answer your enquiries;
7. to direct-market products and services, advise you of news and industry updates, events, promotions and competitions, reports and other information. Before we do so, you will be given an option to opt-out of such communications and an option to unsubscribe will also be provided with each communication;
8. to fulfil contractual obligations with our clients;
9. to provide further services to you by sharing your personal information with other companies within our Group of companies as well as trusted third parties. Further details about this are set out in the separate section below on Sharing your Personal Information;
10. to release personal information to regulatory or law enforcement agencies, if we are required or permitted to do so;
11. our website uses a website recording service which can record mouse clicks, mouse movements, page scrolling and any text keyed into website forms. Data collected by this service is used to improve our website usability. The information collected is stored and is used for aggregated and statistical reporting and is not shared with anybody else.
12. In order to provide you with personalised content on our website, with more relevant communication in our emails, and with a tailored service from our consultants, we track and record your usage and interaction with our website and emails. We employ a third-party service provider to help us record, store and analyse this information to determine how we might best deliver your engagement. We ensure that no personally identifiable attributes are recorded in this database and, other than our chosen service provider, we do not share this information with any other business or affiliate.

We may process, in accordance with local regulations, certain sensitive personal data (known as special category data in GDPR) where you include it in information you send to us e.g. if you include information about your health, religion or ethnic origin in the CV you send to us.  We may also be required to conduct a criminal record check against your details.  We have processes in place to limit our use and disclosure of such sensitive data other than where permitted by law.

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The Legal Basis for Processing your Personal Information

Under GDPR, the main grounds that we rely upon in order to process personal information of clients and candidates are the following:

(a) Necessary for entering into, or performing, a contract – in order to perform obligations that we undertake in providing a service to you, or in order to take steps at your request to enter into a contract with us, it will be necessary for us to process your personal data;

(b) Necessary for compliance with a legal obligation – we are subject to certain legal requirements which may require us to process your personal data.   We may also be obliged by law to disclose your personal data to a regulatory body or law enforcement agency;

(c) Necessary for the purposes of legitimate interests -  either we, or a third party, will need to process your personal data for the purposes of our (or a third party's) legitimate interests, provided we have established that those interests are not overridden by your rights and freedoms, including your right to have your personal data protected.  Our legitimate interests include responding to requests and enquiries from you or a third party, optimising our website and customer experience, informing you about our products and services and ensuring that our operations are conducted in an appropriate and efficient manner;

(d) Consent – in some circumstances, we may ask for your consent to process your personal data in a particular way.

How we share your Personal Information

In certain circumstances we will share your personal information with other parties.  Details of those parties are set out below along with the reasons for sharing it.

Other Companies within our Group within the EEA

Where you are registered as a candidate on our database, we will share your personal information with other companies in the Fawna Group of companies in the European Economic Area ("EEA").

We will share your personal information as above for any or all of the following purposes:

• to provide you with recruitment services;
• for business development;
• for systems development and testing;
• for development and marketing of other products and services;
• to improve our customer service and to make our services more valuable to you; and/or
• to tailor our website and the websites of other companies in our Group when you log on to make them relevant to you personally.

Other companies within our Group outside the EEA

In the event you require us to explore job opportunities for you outside the EEA, we will notify you that we intend to pass your personal information to, or allow access to such information by, other companies within our Group of companies worldwide so they can use it for the purposes set out above.  

If you would like details of the particular companies within our Group which can access your personal information, please contact us using the details in the Contact section below.  

We apply equal rigour to the security of data held and processed across the whole of our global network. Each company within our Group of companies outside the EEA with access to data in the UK, enters into a specific data protection agreement with Fawna thereby undertaking to meet the same standards of data security and to act in accordance with data protection principles applicable under the strict European data protection laws.  This agreement is based on the Model Clauses as approved by the EU Commission.  If you would like a copy of this agreement, please contact us using the details in the Contact section below.

Clients

We disclose your personal information to clients who have vacancies for jobs in which you are interested.

Trusted Third Parties

We will share your personal information and, where necessary, your sensitive personal information with trusted third parties where we have retained them to provide services that you or our clients have requested, such as:

• employment reference checking;
• qualification checking;
• criminal reference checking (as required);
• verification of details you have provided from third party sources; and/or
• psychometric evaluations or skills tests.

We will also share your personal information with third parties who perform functions on our behalf and provide services to us such as:

• professional advisors;
• data analytics providers;
• IT consultants carrying out testing and development work on our business technology systems;
• research and mailing houses; and/or
• function co-ordinators.

We require minimum standards of confidentiality and data protection from such third parties.  To the extent that any personal information is provided to third parties outside the EEA, or who will access the information from outside the EEA, we will ensure that approved safeguards are in place, such as the approved Model Clauses or the EU/US Privacy Shield.

Regulatory and Law Enforcement Agencies

As noted above, if we receive a request from a regulatory body or law enforcement agency, and if permitted under GDPR and other laws, we may disclose certain personal information to such bodies or agencies.

New business owners

If we or our business merges with or is acquired by another business or company, we will share your personal information with the new owners of the business or company and their advisors.  If this happens, you will be sent notice of such an event.

How long we will hold your information

The length of time we will hold or store your personal information for will depend on the services we perform for you and for how long you require these.  As we often support candidates with placements over many years, and potentially throughout their careers, the purpose for which we retain candidate data is often an ongoing purpose.  We conduct regular data-cleansing and updating exercises with our candidates to ensure that (a) the data that we hold is accurate and (b) we are not holding data for too long.

Our standard terms of business state that our clients should retain candidate data such as CVs for the purposes of the specific role you apply for and that, as controllers of your data, they should inform you if they plan to retain your CV on file in order to notify you about potential future roles, or to otherwise hold or use your data for other purposes.

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Your rights on Information we hold about you

You have certain rights in relation to personal information we hold about you. Details of these rights and how to exercise them are set out below.  We will require evidence of your identity before we are able to act on your request.

Right of Access

You have the right at any time to ask us for a copy of the personal information about you that we hold.  Where we have good reason, and if the GDPR permits, we can refuse your request for a copy of your personal information, or certain elements of the request. If we refuse your request or any element of it, we will provide you with our reasons for doing so

Right of Correction or Completion

If personal information we hold about you is not accurate, out of date or incomplete, you have a right to have the data rectified, updated or completed.  You can let us know by contacting us using any of the methods in the Contact section below.

Right of Erasure

In certain circumstances, you have the right to request that personal information we hold about you is erased e.g. if the information is no longer necessary for the purposes for which it was collected or processed, or our processing of the information is based on your consent and there are no other legal grounds on which we may process the information.

Right to object to or restrict processing

In certain circumstances, you have the right to object to our processing of your personal information by contacting us using any of the methods in the Contact section below.  For example, if we are processing your information on the basis of our legitimate interests and there are no compelling legitimate grounds for our processing which override your rights and interests. You also have the right to object to use of your personal information for direct marketing purposes.

You may also have the right to restrict our use of your personal information, such as in circumstances where you have challenged the accuracy of the information and during the period where we are verifying its accuracy.

Right of Data Portability

In certain instances, you have a right to receive any personal information that we hold about you in a structured, commonly used and machine-readable format.

You can ask us to transmit that information to you or directly to a third-party organisation.

The above right exists only in respect of personal information that:

• you have provided to us previously; and
• is processed by us using automated means.

While we are happy for such requests to be made, we are not able to guarantee technical compatibility with a third party organisation's systems. We are also unable to comply with requests that relate to personal information of others without their consent.  

You can exercise any of the above rights by contacting us using any of the methods in the Contact section below.

Most of the above rights are subject to limitations and exceptions.  We will provide reasons if we are unable to comply with any request for the exercise of your rights.

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Consent

To the extent that we are processing your personal information based on your consent, you have the right to withdraw your consent at any time.  You can do this by contacting us using the details in the Contact section below.

Job Alerts

To subscribe to job alerts emails, you will be required to provide your name and e-mail address, which will be used for the purpose of keeping you informed, by e-mail, of the latest jobs in your nominated industry and to provide you with industry news and other information related to our services.

Should you decide that you no longer wish to receive this information, unsubscribe links are provided in every job alert email that you receive.

Job alerts emails are sent by Fawna or a company within our Group of companies. Where the sender is based outside the EEA your details will be sent to or accessed by that entity to enable them to issue the relevant job e-mail alert to you.

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Curriculum Vitae

We give you the option of submitting your CV via our website or by providing your CV to one of our consultants. You can do this either to apply for a specific advertised job or for consideration by our recruitment consultants for positions as they come up.

Your CV will be stored in our database, and will be accessible by our recruitment consultants.

Your CV may also be emailed directly to other companies within our Group of companies for review and entry onto their database to enable them to provide their services to you. You are able to withdraw your permission for your data being processed outside the EEA upon completing your registration form with us.

You can update your CV at any time, simply by following the same procedure to submit a new CV. Your old CV will automatically be archived providing the submission details remain the same (for example you submit both CVs using the same email address or you advise the relevant contact of your new submission).

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Aggregate Information about Fawna online visitors

We gather information and statistics collectively about all visitors to our website and the websites of all of the companies in the Fawna Group of companies, for example:

• which area users access most frequently; and/or
• which services users access the most.

We only use such data in the aggregate form. This information helps us determine what is most beneficial for our users and how we can continually improve our online services to create a better overall experience for our users.

We also publish this information on the websites of companies within the Fawna Group of companies worldwide.

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Use of Cookie

Like most websites, when you visit our sites we place cookies on your computer or other device.  For the most part, these cookies are used to enable the websites' functionality, improve the user experience or help us to optimise our websites, measure traffic and other internal management purposes.  

We run targeted and relevant banner advertising on a number of whitelisted websites around the world to present you with jobs and content that we believe will be of interest. We target these adverts based on your previous interactions with our website, with our emails and through your engagements with our consultants. Your interaction with our advertising may be used to measure the effectiveness of our advertising campaigns and to improve our marketing strategy in accordance with our legitimate interests. No advertising campaigns or advertising tracking technology records your personally identifiable information.

You can find out more about our use of cookies, including how to reject cookies, in our Cookie Policy here.

Complaints

If you are unhappy about our use of your personal information, you can contact us using the details in the Contact section below. You are also entitled to lodge a complaint with the UK Information Commissioner's Office using any of the below contact methods:

Telephone: 0303 123 11113

Website: https://ico.org.uk/concerns/

Post:

Information Commissioner's Office

Wycliffe House

Water Lane

Wilmslow

Cheshire

SK9 5AF

If you live or work outside the UK or you have a complaint concerning our activities outside the UK, you may prefer to lodge a complaint with a different supervisory authority.  A list of relevant authorities in the EEA and the European Free Trade Area can be accessed here.

Other websites

Please note that clicking on links and banner advertisements on our websites can result in you accessing a third-party website, where data privacy practices are different to that of Fawna.

We are not responsible for, and have no control over, information that is submitted to or collected by these third parties and you should consult their privacy policies.

Internet-based transfers

Given that the Internet is a global environment, using the Internet to collect and process personal data necessarily involves the transmission of data on an international basis. Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site via third party networks; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

Changes to our Privacy Policy

This privacy policy can be changed by Fawna at any time. If we change our privacy policy in the future, we will advise you of material changes or updates to our privacy policy by email, where you have provided us with your email address.

Equal Opportunities

Fawna is an equal opportunities employer and a company committed to diversity. This means that all job applicants and members of staff will receive equal treatment and that we will not discriminate on grounds of gender, marital status, race, ethnic origin, colour, nationality, national origin, disability, sexual orientation, religion or age.

As part of our commitment to equal opportunities we will from time to time use information provided by you for the purposes of diversity monitoring. All such information will be used on an anonymised basis. 

Contact

If you have any enquires or if you would like to contact us about our processing of your personal information, including to exercise your rights as outlined above, please contact us either by the Fawna Request form or letter to the following address:-

GDPR Request form: https://www.careerzoo.io/gdpr-complaints

Post:

Quality Care Department

CareerZoo Ltd

160 Kemp House

City Road

London

EC1V 2NX

When you contact us, we will ask you to verify your identity.

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