Job MGT Conditions of Service

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CONDITION 9 (INTEGRATIONS AND THIRD PARTY SERVICES) AND CONDITION 10 (LIMITATION OF LIABILITY).

Job MGT may update these Conditions from time to time and will notify the Customer of any changes by email – see Condition 19.5.

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Job MGT: Job MGT Ltd, a company registered in England and Wales under company number 13222278 whose registered office is at Suite 7, 2 Sheepscar Court, Leeds LS7 2BB.

Charges: the charges payable by the Customer for the supply of the Services in accordance with Condition 5 (Charges and payment).

Commencement Date: has the meaning set out in Condition 2.1.

Conditions: these terms and conditions as amended from time to time in accordance with Condition 19.4.

Contract: the contract between Job MGT and the Customer for the supply of Services in accordance with these Conditions.

Contract Details: the details submitted by the Customer to Job MGT via the Client Registration form and GoCardless Direct Debit form on Job MGT’s website at https://jobmgtcrm.com/ or otherwise provided to Job MGT for the purposes of registration for the Services.

Customer: the person or entity who purchases Services from Job MGT as identified in the Contract Details.

Customer’s Client: a customer or client of the Customer, from whom an order is placed with the Customer (either by means of the JMS, recorded on the JMS or otherwise).

Customer Data: any data entered by Customer (or by Job MGT on Customer’s behalf) into the JMS.

Customer Default: has the meaning set out in Condition 4.3.

Integration: bears the meaning ascribed to it in Condition 9.1.

Intellectual Property Rights: copyright and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights.

Services: the services or any materials supplied by Job MGT to the Customer.

JMS: means the online job management software for the promotional products industry to which Job MGT gives access to the Customer, accessed via the Customer’s unique sub-domain of the website https://jobmgt.com.

JMS Documentation: any user documentation or video tutorials pertaining to the JMS which are made available by Job MGT from time to time.

1.2. Interpretation:

1.2.1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3. A reference to writing or written includes faxes and emails.
1.2.4. A reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2. Basis of Contract

2.1. The Contract Details shall only be deemed to be accepted on the date of the registration email sent to the Customer by Job MGT, at which point and on which date the Contract shall come into existence (Commencement Date).

2.2. Any descriptive matter or advertising issued by Job MGT, and any descriptions contained on Job MGT’s website of the JMS, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.3. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Supply of Services

3.1. Job MGT shall supply Services to the Customer as outlined in the Job MGT demo conducted prior to the commencement of the Services.

3.2. Job MGT shall use all reasonable endeavours to meet any performance dates provided to the Customer in its communications with the Customer from time to time, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3. Job MGT reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Job MGT shall notify the Customer in any such event.

3.4. Job MGT warrants to the Customer that the Services will be provided using reasonable care and skill.

4. Customer’s Obligations

4.1. The Customer shall:

4.1.1. ensure that any information it provides in respect of the Services is complete and accurate;
4.1.2. co-operate with Job MGT in all matters relating to the Services;
4.1.3. provide Job MGT with such information and materials as Job MGT may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.1.4. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
4.1.5. comply with all applicable laws; and
4.1.6. use the JMS only in accordance with Job MGT’s reasonable written instructions or authorisation.

4.2. The Customer warrants on an ongoing basis that:

4.2.1. it is either the owner of the data uploaded by the Customer to the JMS or is authorised by the owner to deal with the data on the terms of this Agreement;
4.2.2. it has supplied to Job MGT all material information relating to its requirements for the Services which has been reasonably requested by Job MGT and such information is accurate in all respects;
4.2.3. it has the legal capacity and agrees to comply with these Conditions and is not a minor in the jurisdiction in which it resides;
4.2.4. it will not access the Services through automated or non-human means, whether through a bot, script or otherwise;
4.2.5. it will not use the Services for any illegal or unauthorised purpose and its use of the JMS will not violate any applicable law or regulation.

4.3. If Job MGT’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

4.3.1. without limiting or affecting any other right or remedy available to it, Job MGT shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Job MGT’s performance of any of its obligations;
4.3.2. Job MGT shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Job MGT’s failure or delay to perform any of its obligations as set out in this Condition 4.3; and
4.3.3. the Customer shall reimburse Job MGT on written demand for any costs or losses sustained or incurred by Job MGT arising directly or indirectly from the Customer Default.

5. Charges and Payment

5.1. UK-based Customers of Job MGT must make payment of any Charges by direct debit through GoCardless. Alternative arrangements may be agreed in writing from time to time with Job MGT for non-UK based Customers.

5.2. Charges shall be applied in accordance with Job MGT’s standard charges for such Services as may be in effect from time to time. The standard charges for Services applicable at the time the Contract is entered into shall be provided to the Customer by Job MGT via email in advance of the commencement of the Contract.

5.3. Any Charges payable on a monthly or other periodic basis shall commence on the earlier of: (i) the Commencement Date; (ii) the first provision of Services by Job MGT under the Contract.

5.4. The Customer agrees to provide current, complete and accurate financial information to Job MGT in order to enable it to take payment for the Services. The Customer agrees to promptly update any such information as required so that payments can be completed in full and in cleared funds when due. Time for payment shall be of the essence of the Contract.

5.5. Job MGT may suspend any or all of the Services if the Customer fails to pay any sums to Job MGT by the due date for payment and does not remedy such failure within 14 days’ notice given by Job MGT required the Customer to do so.

5.6. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Job MGT to the Customer, the Customer shall pay to Job MGT such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.7. If the Customer fails to make a payment due to Job MGT under the Contract by the due date, then, without limiting Job MGT’s remedies under Condition 11, Job MGT shall be entitled to charge and the Customer shall pay (if charged) interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Condition 5.6 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

5.8. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.9. The Customer’s subscription for the Services will continue and automatically renew unless cancelled. The Customer consents to Job MGT charging the Customer’s payment method on a recurring basis without requiring the Customer’s prior approval for each recurring charge, until such time as the Contract is terminated in accordance with these Conditions.

5.10. Payments for the provision of Services by Job MGT are non-refundable.

5.11. Job MGT may, from time to time, make changes to its subscription fees which shall be communicated to the Customer in advance of becoming applicable.

6. Confidentiality and Publicity

6.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this Condition 6.
6.2. Each party may disclose the other party’s confidential information:

6.2.1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract.; and
6.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

6.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract, or for the purposes of compliance with legal and regulatory requirements (including provision of documents and information to HMRC for compliance purposes).

6.4. Job MGT acknowledges that all information and data related to the Customer’s Clients is the confidential information of the Customer.

6.5. Notwithstanding this Condition 6, Job MGT shall be entitled to use any trade mark or logo used by the Customer, for the purposes of identifying the Customer as a client on Job MGT’s website, social media accounts and promotional materials.

7. Intellectual Property Rights

7.1. All Intellectual Property Rights in the JMS are owned by Job MGT and its licensors, including all source code, functionality, software, website designs, text and graphics as well as the trademarks, service marks and logos therein.

7.2. All Intellectual Property Rights in the customer and order data uploaded to the JMS by the Customer, including any and all database rights in relation to that content and relating to the Customer’s Clients, are owned by the Customer or the Customer’s Clients. Job MGT acknowledges that it is not granted any rights in the Customer or Customer’s Clients’ Intellectual Property Rights under these terms.

8. Data Protection and Data Processing

8.1. The Customer and Job MGT acknowledge that for the purposes of data protection legislation, the Customer is the data controller and Job MGT is the data processor in respect of any personal data (as such terms are defined in data protection legislation) processed by Job MGT on behalf of the Customer in providing the Services.

8.2. The terms of Job MGT’s Privacy Policy as may be updated by Job MGT and notified to the Customer by email from time to time shall apply to any processing of personal data by Job MGT on behalf of the Customer.

9. Integrations and Third Party Services: the Customer’s Attention is Particularly Drawn to This Condition

9.1. This Condition 9 sets out the terms and conditions specific to third party integrations in connection with the JMS (each an “Integration”) and applies to all Integrations.

9.2. Job MGT shall use reasonable endeavours to operate and maintain the Integrations. Job MGT provides only an Integration and not the service or product which is subject to Integration (Third Party Service). By way of example, in the event that the Customer uses Sage, Xero, Mailchimp or any other platform which can be integrated with the JMS, Job MGT provides only the means for the JMS to integrate with that platform, not the platform itself.

9.3. The Customer acknowledges and agrees that:

9.3.1. Job MGT does not operate nor has any control over the Third Party Service, is not responsible for the features or content of the Third Party Service;
9.3.2. Job MGT’s provision of an Integration in respect of a Third Party Service does not imply any endorsement or any association with that Third Party Service;
9.3.3. Job MGT retains all its rights, title, and interest that it has in or to the Integrations;
9.3.4. Job MGT may remove an Integration at any time in the event that the relevant Third Party Service removes support for the Integration, or ceases to make it available on commercially reasonable terms;
9.3.5. the Integration may not permit transfer of certain fields of information;
9.3.6. Job MGT shall not be held liable and does not accept any liability, obligation, or responsibility whatsoever for any loss or damage the Customer may suffer in connection with the Integration;
9.3.7. the Customer consents with and instructs Job MGT to transfer data to and from the Third Party Services (if required to effect an Integration), including any personal data pursuant to applicable data protection laws;
9.3.8. the Customer will defend and indemnify Job MGT against all liabilities, damages, losses, costs, fees (including legal fees), and expenses to the extent arising from (i) the Customer’s misuse of an Integration or violation of this section or of the terms of the Third Party Service provider;
9.3.9. Job MGT will not be responsible for any act or omission of the Third Party Service (including removal of access to, or failure or defect of, any API used to enable an Integration), nor for any failure of the Services caused by any non-standard configuration of the Customer’s Third Party Service account, nor any effects on Customer’s use of the Third Party Service due to its being used in connection with the Services.

9.4. The Customer acknowledges that the Services may involve Job MGT corresponding and co-operating with other service providers acting on behalf of Customer or Customer’s Client. Job MGT makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the services or use of, or correspondence with, any such third-party service provider, or any transactions completed, and any contract entered into by the Customer, with any such third party, including in relation to any Integration. Any contract entered into and any transaction completed via any third-party service provider or Customer’s Client is between the Customer and the relevant third party, and not Job MGT. Job MGT recommends that the Customer refers to the third party’s terms and conditions and privacy policy prior to using the relevant third-party. Job MGT does not endorse or approve any third-party service provider nor the content of any third-party services.

10. Limitation of Liability: the Customer’s Attention is Particularly Drawn to This Condition

10.1. Nothing in the Contract shall limit or exclude Job MGT’s liability for:

10.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.1.2. fraud or fraudulent misrepresentation; or
10.1.3. any liability which cannot be limited or excluded by applicable law.

10.2. Subject to Condition 10.1, Job MGT shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

10.2.1. loss of profits;
10.2.2. loss of sales or business;
10.2.3. loss of agreements or contracts;
10.2.4. loss of anticipated savings;
10.2.5. loss of use or corruption of software, data or information;
10.2.6. harm to reputation or loss of goodwill; and
10.2.7. any indirect or consequential loss.

10.3. Subject to Condition 10.1, Job MGT’s aggregate total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 100% of the Charges paid and payable to Job MGT under the Contract in the 3 month period immediately preceding the event that gave rise to the Customer’s claim for damages.

10.4. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.5. The Customer acknowledges that it does not have any contractual relationship with any subcontractor or service provider engaged by Job MGT (Job MGT Provider) in the provision of the Services, and that Job MGT Providers do not owe the Customer a duty of care. To the extent permitted by law: (i) the Customer shall not make any claim, demand or bring any legal action against any Job MGT Provider in connection with or arising out of the provision or failure to provide the Services; and (ii) the Job MGT Providers shall not have any liability to the Customer in in connection with or arising out of the provision or failure to provide the Services. All Job MGT Providers shall have the benefit of this clause such that they have the right to enforce this clause on their own behalf.

10.6. This Condition 10 shall survive termination of the Contract.

11. Termination

11.1. Without affecting any other right or remedy available to it, either party may terminate the Contract on giving not less than 4 weeks’ notice to the other party, with the termination becoming effective upon the end of a subscription period.

11.2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

11.2.1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
11.2.2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
11.2.3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
11.2.4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

11.3. Without affecting any other right or remedy available to it, Job MGT may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

11.4. Without affecting any other right or remedy available to it, Job MGT may suspend the supply of Services under the Contract if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in Condition 11.2.2 to Condition 11.2.4 or Job MGT reasonably believes that the Customer is about to become subject to any of them.

12. Consequences of Termination

12.1. On termination of the Contract the Customer shall immediately pay to Job MGT all of Job MGT’s outstanding unpaid fees and interest.

12.2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

12.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

13. Authority to Use

13.1. Subject to these Conditions, Job MGT hereby grants to the Customer a non-exclusive, non-transferable, revocable right to use and permit its employees (“Authorised Users”) to use the JMS solely for the Customer’s internal business operations in respect of which Job MGT provides the Services.

13.2. The Customer shall not:

13.2.1.1. and except to the extent expressly permitted under these Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the JMS in any form or media or by any means; or
13.2.1.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the JMS; or
13.2.1.3. access all or any part of the JMS in order to build a product or service which competes with the JMS; or
13.2.1.4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the JMS available to any third party except the Authorised Users of the Customer for the Customer’s own internal business purposes; or
13.2.1.5. attempt to obtain, or assist third parties in obtaining, access to the JMS and/or JMS Documentation, other than as provided under this Condition;

13.3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the JMS and/or the JMS Documentation and, in the event of any such unauthorised access or use, promptly notify Job MGT.

13.4. Job MGT may terminate access to the JMS in the event that any Authorised User commits any act or omission which would, if committed by the Customer, be a breach of these Conditions.

13.5. The rights provided under this Condition are granted to the Customer only, and shall not be considered granted to any third party including any subsidiary or holding company of the Customer.

14. Making the JMS Available

14.1. Job MGT shall use commercially reasonable endeavours to make the JMS available 24 hours a day, seven days a week, except for during any maintenance period. Job MGT shall use reasonable endeavours to ensure that any planned maintenance is carried out outside normal UK business hours.

14.2. Notwithstanding Condition 14.1, Job MGT cannot guarantee the JMS will be available at any given time. Job MGT may experience hardware, software or other issues, resulting in interruptions, delays or errors.

14.3. Job MGT reserves the right to change, revise, update, suspend, discontinue or otherwise modify the JMS at any time or for any reason without notice to its Customers. The Customer agrees that Job MGT has no liability whatsoever for any loss, damage or inconvenience caused by its inability to access or use the JMS during any downtime or discontinuance of the Services.

15. Customer Data

15.1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

15.2. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Job MGT to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Job MGT. Job MGT shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

15.3. If Job MGT processes any personal data on the Customer’s behalf by means of the JMS, the parties record their intention that the Customer shall be the data controller and Job MGT shall be a data processor and in any such case the Job MGT Privacy Policy as provided by Job MGT and updated by it from time to time shall apply.

15.4. The Customer shall not access, store, distribute or transmit any viruses, malware, or any material during the course of its use of the JMS that:

15.4.1. uses bots or other automated methods to access the JMS, add or download contacts, send or redirect messages;
15.4.2. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
15.4.3. constitutes or facilitates illegal activity;
15.4.4. depicts sexually explicit images;
15.4.5. promotes unlawful violence;
15.4.6. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
15.4.7. breaches a duty of confidentiality owed to a third party or infringes the Intellectual Property Rights of any person; or
15.4.8. in a manner that is otherwise illegal or causes damage or injury to any person or property;

and Job MGT reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this Condition 15.4.

16. Job MGT's Obligations Regarding the JMS

16.1. Job MGT shall use commercially reasonable endeavours to provide the JMS in accordance with any JMS Documentation provided to the Customer from time to time.

16.2. Job MGT shall have no responsibility or liability to the extent of any non-conformance of the JMS with the JMS Documentation which is caused by use of the JMS contrary to Job MGT’s instructions, or modification or alteration of the JMS by any party other than Job MGT or Job MGT’s duly authorised contractors or agents. Job MGT:

16.2.1. does not warrant that the Customer’s use of the JMS will be uninterrupted or error-free; or that the JMS, JMS Documentation and/or the information obtained by the Customer through the JMS will meet the Customer’s requirements;
16.2.2. 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 the Customer acknowledges that the JMS and JMS Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities;
16.2.3. does not assume any liability or responsibility whatsoever for any authorised access to or use of its servers and/or any personal or financial information stored therein or any bugs, virus, trojan horses or similar which may be transmitted to or through the services by any third party.

16.3. These Conditions shall not prevent Job MGT from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Conditions.

17. Customer's Obligations Regarding the JMS

17.1. The Customer shall:

17.1.1. ensure that its Authorised Users use the JMS and the JMS Documentation in accordance with these Conditions and shall be responsible for any Authorised User’s breach of them;
17.1.2. obtain and shall maintain all necessary licences, consents, and permissions necessary for Job MGT, its contractors and agents to perform their obligations under these Conditions, including without limitation in relation to the JMS;
17.1.3. ensure that its network and systems comply with the relevant specifications provided by Job MGT from time to time;
17.1.4. not engage in any penetration testing or similar in respect of the JMS without prior written notice from Job MGT; and
17.1.5. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Job MGT’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.

17.2. The Customer authorises Job MGT to appoint a third party company for provision of IT support services in connection with the JMS.

17.3. The Customer agrees to defend, indemnify and hold Job MGT harmless, including its subsidiaries, affiliates and respective officers, agents, partners and employees from and against any loss, damage, liability, claim or demand, including reasonable legal fees and expenses, made by any third party due to or arising out of:

17.3.1. the Customer’s use of the Services;
17.3.2. breach of these Conditions;
17.3.3. any breach of its representations and warranties set out in these Conditions;
17.3.4. its violation of the rights of a third party, including but not limited to Intellectual Property Rights; or
17.3.5. any overt harmful act towards any other user of the Services.

18. Disclaimer Regarding the JMS

18.1. Except as expressly and specifically provided in these Conditions:

18.1.1. the Customer assumes sole responsibility for results obtained from the use of the JMS and the JMS Documentation by the Customer, and for conclusions drawn from such use. Job MGT shall have no liability for any infringement, any damage caused by errors or omissions in any information, instructions or scripts provided to Job MGT by the Customer in connection with the JMS, or any actions taken by Job MGT at the Customer’s direction;
18.1.2. 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 these Conditions; and
18.1.3. the JMS and the JMS Documentation are provided to the Customer on an “as is” basis.

19. General

19.1. Electronic communications. Utilising the JMS, sending Job MGT emails and completing its online forms constitute electronic communications. The Customer consents to receiving electronic communications from Job MGT and agrees that all agreements, notices, disclosures and other communications provided by Job MGT to the Customer electronically, via email or via the JMS, satisfies any legal requirement that such communication be in writing. The Customer agrees to the use of electronic signatures and electronic delivery of notices and waives any rights or requirements which require an original signature or delivery or retention of non-electronic records.

19.2. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

19.3. Assignment and other dealings.

19.3.1. Job MGT may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
19.3.2. The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Job MGT.

19.4. Entire agreement.

19.4.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.4.2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
19.4.3. Nothing in this Condition shall limit or exclude any liability for fraud.

19.5. Changes to these Conditions. Job MGT may at its absolute discretion from time to time modify or update any of these Conditions or other documents referred to in any part of the Contract (excluding in each case the Charges, which may be updated in accordance with section 5) by notifying the Customer of such modification or update by e-mail (together with a copy of the update or a link to a copy of the update) or by any other means which Job MGT elects (“Update Notification”). The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of the Contract from the date 30 days after Update Notification of such revised document(s) (or at such later date as Job MGT may specify).

19.6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of the Contract.

19.7. Third party rights. Except to the extent that it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

19.8. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

19.9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

19.10. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to these Conditions brought by either Job MGT or the Customer, the parties agree to first attempt to negotiate any such dispute, controversy or claim informally for at least thirty days before initiating any legal proceeding.

19.11. Exceptions to Informal Negotiations. The parties agree that the following disputes are not subject to the above provision concerning informal negotiations:

19.11.1. disputes seeking to enforce or protect or concerning the validity of any Intellectual Property Rights;
19.11.2. any disputes relating to or arising from allegations of theft, piracy, invasion of privacy or unauthorised use; and
19.11.3. any claim for injunctive relief.

19.12. Communications. For further information regarding the Services or to resolve a complaint regarding the Services or the JMS, please contact us at: Job MGT Ltd, Suite 7, 2 Sheepscar Court, Leeds, LS7 2BB, United Kingdom or via email at charles@jobmgt.com or telephone +44 (0) 113 518 2222.