Terms & Conditions

PART A

Platform Terms

Background

Caroo is a unique forward-thinking platform to allow users to post job vacancies, and message and liaise with potential Candidates. The system consists of a mobile application for those seeking jobs, and a web based application providing a management portal for those seeking Candidates.

Caroo grants access on a subscription basis.

You wish to use the Caroo Services on this subscription basis.

Caroo has agreed to provide, and you have agreed to take and pay for, the Caroo Services subject to the terms and conditions of this agreement.

Agreed Terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these Terms.

• Authorised Users: those employees and contractors who are in your control and need to use the Caroo Services.
• Sign Up Form: means the forms to be completed by you and submitted to Caroo as part of your subscription, following your acceptance of these Terms, and used from time to time to amend your details which includes key details and contact details.
• Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.
• Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause8.5.
• Candidate: means an individual user who has signed up to the Caroo Service and is looking for roles and who you may view, review, and communicate with.
• Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
• Customer Materials: means any artworks, assets, branding, or copy that you provide to Caroo (where required as part of the Caroo Services to be provided as part of your Subscription).
• Customer Data: the data inputted by you, or Caroo on your behalf for the purpose of using the Caroo Services.
• Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
• Documentation: the documents made available to you by Caroo from time to time which set out a description of the Caroo Services and the user instructions for your use of the Caroo Services.
• Caroo User Notice: means any terms that apply to the access by an Authorised User to the Caroo Software or Caroo Services.
• Start Date: is the date on which you click accept or the date set out in an offer sent to you by Caroo, or such other date that Caroo notifies you of (e.g. when changing levels of Subscription).
• Software: means any software or mobile application which Caroo may make available (subject to the Caroo User Notice) for you (and Authorised Users) to install to access the Caroo Services from a variety of sources, from time to time.
• Subscription(s): the subscription purchased by you pursuant to clause 7.1 which entitle you and all Authorised Users (where there are no caps on the number of Authorised Users) to access, receive and use the Caroo Services and the Documentation in accordance with these Terms and the applicable Subscription Information.
• Subscription Fees: the subscription fees payable by you to Caroo for the Subscriptions calculated in accordance with the Subscription Information and Sign Up Form or, in respect of any ongoing rolling monthly period following the end of the Subscription Term, Caroo’s then published price list (unless agreed otherwise).
• Subscription Information: the information set out in, or attached to, the Sign Up Form, and sets out the various levels of Subscription, initial training to use the Caroo Services, any limitations that apply to your current tier (such as limitation on number of Candidate profiles that can be viewed and/or communicated with) and the applicable Subscription Fees.
• Subscription Term: means each consecutive monthly, quarterly, or annual period that you are committed to and as agreed with Caroo, commencing on the Start Date, together with any applicable rolling period that will apply after the initial term, as described in accordance with these Terms, including clause 11.
• Terms: means the terms and conditions of this agreement.
• Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
• Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
• You, your and yours: means you, the customer who wishes to be granted a Subscription.
• Caroo: means CAROO LIMITED company registered in England with company number 10112741 and whose registered address is Optimise Capital, PO Box SK9 5BQ, Hesketh House, Water Lane, Wilmslow, Cheshire, United Kingdom, SK9 5BQ.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Words in the singular shall include the plural and vice versa.

1.6 A reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.8 A reference to writing or written includes faxes and e-mail (SAVE THAT e-mail shall not be permitted as a means for service of any legal proceedings).

1.9 References to clauses and schedules are to the clauses and schedules of these Terms; references to paragraphs are to paragraphs of the relevant schedule to these Terms.

2. Subscriptions and Your Obligations

2.1 These Terms shall come into force when you click accept, or Caroo receives your confirmation of an offer, stating you accept the Terms. Our agreement shall continue in accordance with these Terms.

2.2 Subject to you paying the Subscription Fees and to either party exercising the right to terminate, the restrictions set out in this clause 2, and you observing the Terms, you have the right to use the Caroo Services and the Documentation during the Subscription Term as per the Subscription Information.

2.3 Caroo shall provide you with unique credentials to access the Caroo Services. These credentials shall be required should you use Software to access the Caroo Services. By using the Caroo Services you will be able to invite Authorised Users. You hereby expressly acknowledge that Authorised Users will have full access to your Caroo account on the Caroo Services. Only invite or disclose information to those in your organisation with appropriate authority. You are solely responsible for all acts and omissions of Authorised Users using the Caroo Services.

2.4 You (and you shall ensure that Authorised Users are aware of and observe the same, where applicable),undertake that:

1. You are over the age of 18 (or have express consent from an adult over the age of 18);
2. You shall keep the security token, or any password and log-in information confidential and only provide it to those Authorised Users who require it;
3. You are solely responsible for giving required access credentials of an appropriate level to your appointed individuals (i.e. don’t provide administrative system login to individual parent Authorised Users);
4. You shall notify Caroo immediately if you become aware of, or suspect, that any unauthorised third party has knowledge of, or access via, security token or any password and log-in information provided to you;
5. You shall make all Authorised users aware of these Terms and undertake to comply with them (and you shall remain responsible at all times for the actions or omissions Authorised Users);
6. You shall comply with all computing security procedures that may be deemed reasonably necessary as directed by Caroo;
7. You shall comply with all applicable laws and regulations with respect to your activities under these Terms;
8. You shall be responsible for any breach by an Authorised User of these Terms;
9. You shall be solely responsible for procuring and maintaining your network connections and telecommunications links from its systems to Caroo’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
10. Provide Caroo with:
• all necessary co-operation in relation to this agreement; and
• all necessary access to customer data, security access information and configuration services as may be reasonably required by Caroo to provide the Caroo Services; in order to provide the Services, including but not limited to Customer Data, and Customer Materials security access information and configuration services;
11. carry out all responsibilities required from you as set out in this agreement in a timely and efficient manner. In the event of any delays (i.e. if the Customer does not provide Customer Materials to allow Caroo to add a ‘logo’ to a profile page, where such customisation has been agreed in an Sign Up Form) in the Customer's provision of such assistance as agreed by the parties, Caroo may adjust any agreed timetable or delivery schedule as reasonably necessary;
12. obtain and shall maintain all necessary licences, consents, and permissions necessary for Caroo, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
13. be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Caroo's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

2.5 You or your Authorised Users shall not upload, store, distribute or transmit any Viruses, or any material during the course of your use of the Caroo Services that:

1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2. facilitates illegal activity;
3. depicts sexually explicit images;
4. promotes unlawful violence;
5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
6. causes damage or injury to any person or property;

and Caroo reserves the right, without liability to you or prejudice to its other rights, to disable your access to any material that breaches the provisions of this clause.

2.6 You shall prevent any unauthorised access to, or use of, the Caroo Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Caroo.

2.7 You warrant that any answers you give in the Sign Up Form are true and correct to the best of your knowledge. If Caroo becomes aware of any inconsistencies in the answers given by you, or a breach of these terms Caroo reserves the right to:

1. adjust the level of Subscription and the Subscription Fee accordingly and invoice you retrospectively for any shortfall in the actual Subscription Fee paid by you and the Subscription Fee due from you which will be paid by you immediately on demand; or
2. terminate the Subscription, without prejudice to any other right that Caroo may have, including for any claim for damages.

2.8 You shall provide such information to Caroo as it may reasonably request and that Caroo considers reasonably necessary for the purpose of providing the Caroo Services.

2.9 The rights provided under this clause 2 are granted to you only and shall not be considered granted to any subsidiary or holding company.

2.10 Should Caroo make available to you Software to access the Caroo Services, your use of the Software shall be at all times subject to the Caroo User Notice which you hereby accept, and each Authorised User under your employ or control is required to adhere to.

2.11 Caroo does not warrant that any of the Software will be compatible with other third party software nor does it warrant that operation of Caroo Services and the Software will not damage or disrupt other software or hardware. Any issues related to the Software, including any system requirements, are covered and limited by these Terms.

2.12 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Caroo Services and, in the event of any such unauthorised access or use, promptly notify Caroo.

2.13 You shall use the Caroo Services proportionately and reasonably in accordance with what Caroo deems ‘fair’. You shall actively use, and engage with the Caroo services. If Caroo deems your use to be in contradiction to this clause, Caroo may suspend your access (and Authorised Users access) to the Caroo Services without liability or any claim for loss or damage from you.

2.14 You shall at all times remain solely responsible for the information, media, materials, content (audio, visual or otherwise) and/or advice and/or correspondence using the Caroo Services, including, without limitation, any information that may be sent from an Authorised User to a Candidate and you hereby agree to indemnify, and keep indemnified and hold harmless Caroo, its directors, employees, agents and related parties against any and all damages (direct or indirect, consequential or otherwise),claims, losses, or fines as a result of your (or your Authorised Users’) use of the Caroo Services.

2.15 No exclusivity shall be implied or otherwise construed regarding the supply of the Caroo Services to you.

3. Caroo Obligations

3.1 Caroo shall, during the Subscription Term, provide the Caroo Services to you on and subject to these Terms.

3.2 Caroo does not make any representation or warranty regarding uptime or availability of the Caroo Services.

3.3 Caroo reserves the right at any time to modify the Caroo Services and/or Documentation without notice to comply with law, regulations, or security requirements.

3.4 Caroo undertakes that the Caroo Services will be performed and made available with reasonable skill and care.

3.5   In the course of provision of the Caroo Services, Caroo may make suggestions and put forward Candidates to you. You acknowledge that by doing so, Caroo makes no representation that the Candidate is provided on an ‘exclusive’ basis and will not be available/viewable to third parties. Where a Candidate has been linked with your account, by you expressing interest or otherwise, and Caroo identifies that you have not, after a reasonable amount of time (as determined by Caroo) made contact or actively engaged with the Candidate, Caroo shall be entitled to mark the Candidate as ‘rejected’ in your account (and you acknowledge that this is necessary for Candidates to have an understanding of their prospects).

3.6 Notwithstanding the foregoing, Caroo:

1. does not warrant that your use of the Caroo Services will be uninterrupted or error-free, nor that Documentation and/or the information obtained by you through the Caroo Services will meet your requirements; and
2. does not give any guarantee, or make any representation or warranty, that the Caroo Services will result in the successful identification/ sourcing of a Candidate, or that any Candidate sourced will meet your requirements (it is your responsibility to interview, screen, or otherwise assess each Candidate’s fitness for any role); and
3. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Caroo Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4. Changes to Subscription and Additional Services and Services

4.1 During the Subscription Term you may, from time to time, request to receive to increase the level of Subscription you receive

4.2 If you wish to request to increase your Subscription, you shall make such a request from Caroo in writing or via the management profile on your account and such request shall only take effect upon Caroo providing its written acceptance and confirmation.

4.3 Caroo shall confirm acceptance of your request by notifying you via email to the email given upon set up of your account. Where you have requested an increase to your Subscription, Caroo shall set out in the confirmation email the Start Date for your new Subscription which shall be billed in accordance with clause 7.

4.4 Where Caroo is to provide initial training in the use of the Caroo Services during the Subscription Term, such training shall be delivered in accordance with the Sign Up Form (at the location and on the date set out therein). Any additional training shall be subject to prior written agreement.

4.5 Where you identify a requirement for functionality beyond that which is achievable by the Caroo Services, the development of the same by Caroo shall be subject to agreement and further applicable terms.

5. Proprietary Rights

5.1 You acknowledge and agree that Caroo and/or its licensors own all intellectual property rights in the Caroo Services, or the Documentation . Except as expressly stated herein, these Terms do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered),or any other rights or licences in respect of the Caroo Services, or the Documentation. Access is granted on a subscription basis only, and you shall have no rights to the Caroo Services when your Subscription terminates. You will at all times remain the owner of the Customer Materials SAVE THAT you hereby grant Caroo a limited use licence for the purpose of using such Customer Materials in the performance of the Caroo Services (i.e. the customisation of the Caroo Services with your trade mark or logo).

5.2 You shall not:

1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
• and except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Caroo Services and/or Documentation in any form or media or by any means; or
• attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Caroo Services; or
2. access all or any part of the Caroo Services and Documentation in order to build a product or service which competes with the Caroo Services; or
3. use the Caroo Services and/or Documentation to provide Caroo Services to third parties; or
4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Caroo Services and/or Documentation available to any third party, or
5. attempt to obtain, or assist third parties in obtaining, access to the Caroo Services and/or Documentation.

6. Customer Data

6.1 You shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

6.2 Caroo shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available on request, as such document may be amended by Caroo in its sole discretion from time to time. In the event of any loss or damage to Customer Data, your sole and exclusive remedy against Caroo shall be for Caroo to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Caroo in accordance with the archiving procedure described in its Back-Up Policy. Caroo shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

6.3 Caroo shall, in providing the Caroo Services, comply with its Privacy Notice relating to the privacy and security of the data, available at or such other website address as may be notified to you from time to time, as such document may be amended from time to time by Caroo in its sole discretion.

6.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. This includes, without limitation, making available your own privacy notice and policies to Candidates where you are collecting their personal data, and liaising with them.

6.5 The parties acknowledge that:

1. if Caroo processes any personal data on your behalf when performing its obligations under this agreement, you are the controller and Caroo is the processor for the purposes of the Data Protection Legislation.
2. in most instances, where you message or offer a role to a Candidate via the Caroo Services, Caroo is making available that Candidate’s personal data in accordance with its privacy notice. That transfer shall be deemed a controller to controller transfer.

However, following contact from a Candidate, where you require a transfer of a Candidate’s details via API or other means to a third party database (where Caroo has the technical capability to do so) you acknowledge that Caroo may do so, such transfer shall be undertaken by Caroo acting as processor on your behalf. You undertake to identify a legitimate basis for the transfer to the Candidate, the appropriate legal grounds, and fulfil all requirements in accordance with clause 6.4. Caroo has no responsibility for any performance of any third party following such transfer.

6.6 Without prejudice to the generality of clause 6.4, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Caroo for the duration and purposes of this agreement so that the Caroo may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf, including, without limitation, any transfer to a third party as stated in clause 6.5(b).

6.7 Without prejudice to the generality of clause 6.4, Caroo shall, in relation to any personal data processed in connection with the performance by Caroo of its obligations under this agreement as processor:

1. process that personal data only on your documented written instructions unless Caroo is required by the laws of any member of the European Union or by the laws of the European Union applicable to Caroo and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where Caroo is relying on Applicable Laws as the basis for processing personal data, Caroo shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Caroo from so notifying you;
2. not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
• Caroo or you have provided appropriate safeguards in relation to the transfer;
• the data subject has enforceable rights and effective legal remedies;
3. Caroo complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
4. Caroo complies with reasonable instructions notified to it in advance by you with respect to the processing of the personal data;
5. assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
6. notify you without undue delay on becoming aware of a personal data breach;
7. at your written direction, delete or return personal data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the personal data; and
8. maintain complete and accurate records and information to demonstrate its compliance with this clause 6 and inform you if, in Caroo’s opinion, an instruction infringes the Data Protection Legislation.

6.8 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

6.9 Either party may, at any time on not less than 30 days' notice, revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

You hereby indemnify, shall keep indemnified, and hold Caroo, its directors, employees, agents and related parties, harmless from any and all indirect or direct losses, damages, claims, fines, costs, whether foreseeable or otherwise, as a result of any breach by you of this clause 6.

7. Charges and Payment

7.1 Payments are processed by a third party who are CHARGEBEE INC (which is a US based service which has implemented strong security standards, and which operates in accordance with the EU-US Privacy Shield principles.

7.2 You shall pay the Subscription Fees to Caroo for the Subscription (which, for the avoidance of doubt, is for the full Subscription Term which is not terminable early) in accordance with this clause. Any discount provided by Caroo for paying for the full Subscription Term in advance is granted in Caroo’s sole discretion.

7.3 Prior to the Start Date, if you have not already provided these, you will be required to provide an up to date billing method and details where payment is to be made by direct debit, or an address that invoices must be sent to. Caroo will make available downloadable invoices to you on or before the date on which payment is due, and payment must be made by the agreed due date (which shall be the monthly ‘anniversary’ date’ of your Start Date). Payments are always made in advance of the coming month of your Subscription.

7.4 Caroo shall bill you and you shall pay the Subscription Fees in accordance with the payment schedule agreed with Caroo. In the absence of an agreed payment schedule, you shall pay all Subscription Fees in advance for the entire Subscription Term. Upon the Subscription Term continuing onto a rolling monthly basis, you shall pay, on each subsequent monthly ‘anniversary’ of the Start Date, the Subscription Fees payable in respect of the next month.

7.5 If Caroo has not received payment, without prejudice to any other rights and remedies of Caroo:

1. Caroo may, without liability to you, disable your password, account and access (and Authorised Users’ rights to access and use) to all or part of the Caroo Services and shall be under no obligation to provide any or all of the Caroo Services while the invoice(s) concerned remain unpaid; and
2. Remove any job postings, profile pages or postings so that Candidates may not view these; and
3. interest shall accrue on such due amounts at an annual rate equal to 8% over the then current base rate of the Bank of England in accordance with the Late Payment of Commercial Debts (Interest) Act 1988 at the date the relevant invoice was issued, commencing on the date on which payment was due Date and continuing until fully paid, whether before or after judgment.

7.6 All amounts and fees stated or referred to in these Terms:

1. shall be payable in pounds sterling;
2. are non-cancellable and non-refundable;
3. are exclusive of value added tax, which shall be added at the appropriate rate.

7.7 Unless agreed otherwise, at the at the end of your Subscription Term, subject to you not having terminated, you shall pay to Caroo the amount due for each monthly period calculated in accordance with Caroo’s then current price list applicable to Subscription Fees and Caroo shall amend your direct debt and invoicing details accordingly ()which you hereby agree to).

8. Confidentiality

8.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that:

1. is or becomes publicly known other than through any act or omission of the receiving party;
2. was in the other party's lawful possession before the disclosure;
3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

8.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms.

8.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.

8.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

8.5 You acknowledge that details pertaining to these Terms and mechanisms/workings of the Caroo Services constitute Caroo's Confidential Information.

8.6 You hereby agree that Caroo can disclose its relationship with you, and include your trade mark, company name, brand name or other identifier in its marketing and PR materials (online and offline).

8.7 Caroo acknowledges that Customer Data is your Confidential Information.

This clause 8 shall survive termination of these Terms, however arising.

9. Indemnity

9.1 You shall defend, indemnify and hold harmless Caroo against claims, actions, proceedings, losses, damages (both indirect and direct),expenses and costs (including without limitation court costs and legal fees) arising directly as a result of your use of the Caroo Services and/or Documentation including any claim or demand made by any Authorised User as a result of the same. This indemnity shall not give cause to any liability where such claim relates to any act or omission of Caroo (including the infringement of any intellectual property rights of any third party by making the Caroo Services available).

10. Limitation of Liability

10.1 Except as expressly and specifically provided in this agreement:

1. you assume sole responsibility for results obtained from the use of the Caroo Services and the Documentation, and for conclusions drawn from such use including the appointment or engagement of any Candidate. You are solely responsible for clearing, appraising and confirming the skillets, qualifications and quality of any Candidate. Caroo shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts you provide to Caroo in connection with the Caroo Services, any information provided by a Candidate, or any actions taken by Caroo at your direction;
2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
3. the Caroo Services and the Documentation are provided to on an "as is" basis.

10.2 Nothing in this agreement excludes the liability of Caroo:

1. for death or personal injury caused by Caroo's negligence; or
2. for fraud or fraudulent misrepresentation.

10.3 Subject to clause 10.1 and clause 10.2:

1. Caroo shall not be liable whether in tort (including for negligence or breach of statutory duty),contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
2. Caroo's total aggregate liability in contract, tort (including negligence or breach of statutory duty),misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.

11. Term and Termination

11.1 These Terms shall commence on the Start Date and shall continue for the Subscription Term (which for the avoidance of doubt you are bound to in full) and, thereafter, these Terms shall be automatically renewed for successive periods of a month, unless otherwise terminated as provided in this clause 11.

11.2 To terminate these Terms, the following shall constitute valid grounds:

1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Subscription Term, in which case these Terms shall terminate at 11:59pm on the last day of that Subscription Term (i.e. if the Subscription Term is a year, this shall be at 23:59 on day 364 of the Subscription Term); or
2. where the Terms have continued onto a rolling monthly term as notice was not served in accordance with 11.1(a) above, either party notifies the other party of termination with 30 days’ written notice, in which case the Terms shall expire at 23:59 on the last day of the month in which the notice expires (and until such time, the parties shall observe in full all Terms, including, without limitation, the payment of the Subscription Fees; or
3. otherwise terminated in accordance with the provisions of these Terms (i.e. for cause).

11.3 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate these Terms without liability to the other if:

1. that other party commits any material breach or persistently breaches any of its obligations under these Terms which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or
2. that other party ceases to trade (either in whole, or as to any part or division involved in the performance of this letter) or becomes insolvent or is otherwise unable to pay its debts within the meaning of the insolvency legislation applicable to that party.

11.4 On termination of these Terms for any reason:

1. all rights of access to the Caroo Services under these Terms shall immediately cease including any right of Authorised Users within your employ or control to access the Caroo Services;
2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
3. Caroo shall suspend the account, making it not visible to users and Candidates, including any postings. Caroo shall hold this account data (and any Customer Data and Materials within the same) for a period of 6 months. Following this period, Caroo may destroy or otherwise dispose of any Customer Data or Customer Material in its possession; and
4. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

11.5 Should you wish to reinstate your Subscription following termination or suspension, please write to us at our email address: hi@caroo.co.uk

12. Force Majeure

Caroo shall have no liability to you under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, virus (including COVID19) strikes, lock-outs or other industrial disputes (whether involving the workforce of Caroo or any other party),failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

13. Waiver

13.1 A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

13.2 Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.

14. Severance

14.1 If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

14.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

15. Entire agreement

15.1 These Terms, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

15.2 Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.

16. Assignment

16.1 You shall not, without the prior written consent of Caroo, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

16.2 Caroo may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

17. No Partnership or Agency

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

18. Third Party Rights

These Terms do not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

19. Notices

19.1 Any notice required to be given under these Terms shall be in writing and shall be:

1. delivered by hand, or by prepaid first class post or recorded delivery to either party’s registered address or such other address as given; or
2. sent by email to the email address provided by you in the Sign Up Form, or in the case of Caroo, to hi@caroo.co.uk.

19.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). A notice sent by email shall be deemed to have been received at the time of transmission (as shown by an email send receipt).

20. Governing Law and Jurisdiction

20.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

20.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms.

21. Amendments to these Terms

21.1 Caroo reserves the right to update these Terms by providing you written notice of the same, which you shall be deemed to have accepted the next time you log in, or use, the Caroo Services.

PART B

MANAGED RECRUITMENT SERVICE

TERMS OF BUSINESS

1. Definitions

1.1 In these Terms -

• “Client” means the person, firm or corporate body to whom Caroo Ltd introduces a Candidate;
• “Candidate” means the person Introduced by Caroo Ltd to Client including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership, and members of Caroo Ltd ’s own staff;
• “Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended);
• “Data Controller” means (i) "data controller" in the Data Protection Act 1998 in respect of processing undertaken on or before 24 May 2018; and (b) "controller" in accordance with the General Data Protection Regulation (EU) 2016/679 in respect of processing undertaken on or after 25 May 2018;
• “Data Protection Legislation” means all applicable laws and regulations, as amended or updated from time to time, in the United Kingdom relating to data protection, the processing of personal data and privacy, including without limitation,(a) the Data Protection Act 1998; (b) (with effect from 25 May 2018) the General Data Protection Regulation (EU) 2016/679; (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications); and (d) any legislation that replaces or converts into United Kingdom law the General Data Protection Regulation (EU) 2016/679, the proposed Regulation on Privacy and Electronic Communications or any other law relating to data protection, the processing of personal data and privacy resulting from the United Kingdom leaving the European Union;
• “Engagement” means the engagement, employment or use of the Candidate by Client or by any Third Party to whom or to which the Candidate was Introduced by Client (whether with or without Caroo Ltd ’s knowledge or consent) on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or through any other engagement directly or through a limited company of which the Candidate is an officer or employee or through a limited liability partnership of which the Candidate is a member or employee; or indirectly through another company and “Engages” and “Engaged” will be construed accordingly;
• “Introduction” means -
• the passing of a curriculum vitæ or information about the Candidate; or
• the interview of a Candidate in person or by telephone
• and the time of the Introduction will be taken to be the earlier of (a) and (b) above; and “Introduced” and “Introduces” will be construed accordingly;
• “Personal Data” means as set out in, and will be interpreted in accordance with Data Protection Legislation;
• “Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed in connection with these Terms or which relates to any Candidate;
• “Process” means as set out in, and will be interpreted in accordance with Data Protection Legislation and “Processed” and “Processing” will be construed accordingly;
• “Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting and call-out allowances, the benefit of a company car and all other payments or emoluments payable to or receivable by the Candidate for work (or for services where applicable) to be rendered to or on behalf of Client.
• “Terms” means these terms of business as further defined within clause 2;
• “Third Party” means any company or person who is not Client. For the avoidance of doubt, subsidiary and associated companies of Client (as defined by s.1159 of the Companies Act 2006 and s.416 of the Income and Corporation Taxes Act 1988 respectively) are included (without limitation) within this definition; and
• “Vacancy” means a specific role/s, work or position that Client requests Caroo Ltd to submit person for consideration for such role/s work or position.

2. These "Terms"

2.1 These Terms constitute the entire agreement between Caroo Ltd and Client in relation to the subject matter hereof and are deemed to be accepted by Client and to apply by virtue of (a) an Introduction to Client of a Candidate; or (b) the Engagement by Client of a Candidate; or (c) the passing of information about the Candidate by Client to any Third Party; or (d) Client’s interview or request to interview a Candidate; or (e) Client’s signature at the end of these Terms; or (f) any other written expressed acceptance of these Terms. For the avoidance of doubt, these Terms apply whether or not the Candidate is Engaged by Client for the same type of work and/or Vacancy as that for which the Introduction was originally effected.

2.2 These Terms supersede all previous agreements between the parties in relation to the subject matter hereof.

2.3 These Terms prevail over any other terms of business or purchase conditions put forward by Client save where expressly agreed otherwise by Caroo Ltd .

2.4 Client authorises Caroo Ltd to act on its behalf in seeking a person to meet Client’s requirements and, shall advertise for such a person through such methods as Caroo Ltd. deems fit.

2.5 For the purposes of these Terms, Caroo Ltd acts as an Caroo Ltd as defined within the Conduct Regulations.

2.6 The Client acknowledge that by entering into these Terms the Client is engaging Caroo Ltd on a minimum term, non cancellable, commitment of 12 months from the date of signature, and subsequent rolling periods of 12 months UNLESS either party provides no less than 30 days’ prior written notice prior to the end of any current 12 month period (the “Term”) subject to the Client paying the monthly recurring fees, and commission, as set out herein. The Client undertakes to provide Caroo Ltd with details of all Vacancies of the Client during the Term, so that Caroo Ltd may undertake the services described herein.

3. Obligations of Caroo Ltd

3.1 Caroo Ltd shall use reasonable endeavours to introduce at least one suitable person to meet the requirements of Client for each Vacancy. Caroo Ltd cannot guarantee to find a suitable person for each Vacancy. Without prejudice to clause 3.2 below, Caroo Ltd shall use reasonable endeavours to ascertain that the information provided by Caroo Ltd to Client in respect of the Candidate is accurate.

3.2 Caroo Ltd accepts no responsibility in respect of matters outside its knowledge and Client must satisfy itself as to the suitability of the Candidate.

3.3 Caroo Ltd shall carry out the services described herein for the Term of engagement, as described in Clause 2.6.

4. Client Obligations

4.1 Client shall satisfy itself as to the suitability of the Candidate. Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, for criminal records and/or background checks and for satisfying other requirements, qualifications or permission required by the law and regulations of the country in which the Candidate is engaged to work.

4.2 To enable Caroo Ltd to comply with its obligations under clause 3 Client undertakes to provide to Caroo Ltd details of the position which Client seeks to fill, including the type of work that the Candidate would be required to do; the location and hours of work; the experience, training, qualifications and any authorisation which Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position; and any risks to health or safety known to Client and what steps Client has taken to prevent or control such risks.

4.3 Client agrees that it shall inform Caroo Ltd of any information it has that suggests it would be detrimental to the interests of either Client or the Candidate for the Candidate to work in the position which Client seeks to fill.

4.4 Client agrees to provide written notice to Caroo Ltd within 3 working days where it receives details of a Candidate from Caroo Ltd which it has already received from (a) another company; or (b) a person; or (c) the Candidate; or (d) any other source including (without limitation) from social media, job boards or advertisements placed by Client. Client further agrees that if no such notice is given by Client to Caroo Ltd then in the event of an Engagement of the Candidate by Client, howsoever arising, Client agrees to pay Caroo Ltd a fee in accordance with clause 5.2.

4.5 Where Client does so notify Caroo Ltd in accordance with clause 4.5 above and whereupon Client provides evidence to Caroo Ltd that such receipt of details by Client is in direct relation to the Vacancy, Client will not be liable to pay Caroo Ltd a fee for that Candidate in respect of the Vacancy. Client acknowledges and agrees that where Client is unable to evidence such or freely admits their possession of the Candidate’s details was not in relation to the Vacancy, Client agrees to pay Caroo Ltd ’s fee in accordance with clause 5.2.

4.6 Client agrees to -

1. notify Caroo Ltd as soon as possible (and in any event, no later than 7 days from the date of offer or from the date the Engagement takes effect; whichever is earlier) of any offer of an Engagement which it makes to the Candidate; and
2. notify Caroo Ltd immediately when its offer of an Engagement to the Candidate has been accepted and to provide details of the Candidate’s Remuneration to Caroo Ltd ; and
3. pay Caroo Ltd ’s fee within the period set out under clause 6.2.

4.7 Client shall not, and shall not seek to cause Caroo Ltd to, unlawfully discriminate in relation to the services provided by Caroo Ltd to Client in connection with these Terms and shall disclose any and all information requested by Caroo Ltd in the event a Candidate makes a complaint to Caroo Ltd .

4.8 Client warrants that it shall not, and shall procure that its employees and agents shall not, pass any information concerning a Candidate to any Third Party. Client acknowledges that Introductions of Candidates are confidential and that failure to comply with this clause 4.8 may cause Caroo Ltd to breach the Conduct Regulations and/or the Data Protection Legislation and accordingly, Client agrees to indemnify Caroo Ltd from any and all liability in connection with Client’s breach of this clause 4.8.

5. Charges/Fees

5.1 Where Client discloses to a Third Party any details regarding a Candidate and that Third Party subsequently Engages the Candidate within 12 months from the date of the Introduction, Client agrees to pay Caroo Ltd ’s fee as set out in clause 5.3.

5.2 Client agrees to pay Caroo Ltd a fee calculated in accordance with clause 5.3 where it Engages, whether directly or indirectly, any Candidate within 12 months from the date of Caroo Ltd ’s Introduction. Caroo Ltd reserves the right to discuss directly with a Candidate the status of any Engagement.

5.3 The fee will be calculated as a percentage of the Candidate’s Remuneration applicable during the first 12 months of the Engagement and agreed with the client. Caroo has a minimum fee of £3,000 per successful hire by the client (unless otherwise agreed with the client). 

5.4 In addition, the Client shall pay to Caroo Ltd the monthly fee agreed prior to acceptance of these Terms (agreed in advance with the client) each month during the Term (including any renewal). Any discount, or waiver of monthly fees, is provided at the sole discretion of Caroo Ltd.

5.5 Where Client withdraws an offer of an Engagement made to the Candidate, client agrees to pay Caroo Ltd the amount that would have become due in accordance with Clause 5.3 had it not been for the withdrawal, which represents the services provided by Caroo Ltd prior to Client’s withdrawal. Client further agrees to indemnify and hold harmless Caroo Ltd from any all liability in connection with Client’s withdrawal of such an offer, on demand.

5.6 Charges incurred by Caroo Ltd at Client’s written request in respect of advertising or any other matters will be charged to Client in addition to the fee and such charges will be payable whether or not the Candidate is Engaged.

5.7 Client acknowledges that it has no right to set-off, withhold or deduct monies from sums due to Caroo Ltd under or in connection with these Terms.

6. Invoices

6.1 Except in the circumstances set out in clause 5.1, 5.5 and 5.6 no fee is incurred by Client until the Candidate commences the Engagement; whereupon Caroo Ltd will render an invoice to Client for its fees. In respect of the amount set out in Clause 5.4, Caroo Ltd shall invoice the Client for the same in advance of each month during the Term.

6.2 Caroo Ltd shall raise invoices in respect of the charges payable and Client agrees to pay the amount due within 10 working days of the date of the invoice.

6.3 All invoices will be deemed to be accepted in full by Client in accordance with the payment terms stated within clause 6.2 unless Client notifies Caroo Ltd , in writing within 5 days of receiving the invoice, stating the amount Client disputes and the reason Client disputes that amount. In the event Client does so notify Caroo Ltd that it wishes to dispute part of an invoice, Client agrees to pay the undisputed part of the invoice within the agreed payment terms and shall co-operate

6.4 Client will not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without the prior written approval of Caroo Ltd .

6.5 Client agrees it will only Process Personal Data of Candidate for the agreed purpose that is introduction for a Vacancy pursuant to these Terms.

6.6 Client will provide evidence of compliance with clause 6.5 upon request from Caroo Ltd .

6.7 Client will indemnify and keep indemnified Caroo Ltd against any costs, claims or liabilities incurred directly or indirectly by Caroo Ltd .

6.8 These Terms will be construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales