General Terms of Jobrapido

Transcription

1 General Terms of Jobrapido These General Terms (the "General Terms") will apply to the Client unless they are bypassed by specific terms contained in the Purchase Order; they will apply in general and be held as finally accepted when the Client signs the Purchase Order. 1. Definitions Advertisement: a job offer published and accessible through the Website or through external platforms according to the terms as better describe in point 4.2 below, whose content is determined and managed by the Client. Clients: individuals or legal entities that purchase one or more Services. Contract: the overall agreement between the Client and Jobrapido consisting of the Purchase Order and these General Terms. Jobrapido: Jobrapido S.r.l. società unipersonale, with registered office in Via Paleocapa 7, Milano, which is the Website owner and manager. Purchase Order: commercial proposal made by Jobrapido to the Client about the Services, which, after being signed by the Client together with these General Terms, will form the Contract. The Purchase Order specifies the characteristics of the Service offered, the length of the Services, their price, the terms and the payment schedule. Price: the consideration for each Service as indicated in the Purchase Order. "Job Branding" Service: execution of a custom-made Advertisement by Jobrapido. "Sponsored Advertisement" Service: placement of the Advertisement on the Website, to be done by the Client, in a prominent and premium position; the Price applied by Jobrapido is per click. "Quick Recruit" Service: execution by Jobrapido of a career site for the Client that is a customized section, which can be connected through a specific link to the section of the Client's Website where the Client's job offers are published. "Target Mail" Service: alerts sent to the Users by Jobrapido about one or more positions searched for by the Client. "E-recruting" Services: a bundle of "Job Branding" Service, "Sponsored Advertising" Service, "Quick Recruit" Service and "Target Mail" Service. Advertising Services: Website publishing services, in the form of banners, pop-ups or other, of promotional messages regarding the Clients' products or services, whose form and content are determined and managed by the Client (the "Advertising Messages"), or sending them by direct ing ("DEM"). Services: jointly "E-recruiting Services" and "Advertising Services".

2 Website: the it.jobrapido.com website. User: any subject who visits the Website or the external platforms used by Jobrapido according to the terms as better described in point 4.2 below, viewing one or more Advertisements, and who can submit his application to the Client in reply to one or more Advertisements and/or the subject who has viewed an Advertising Message and/or the subject who can register in the Website and, consequently, receive DEM and/or "Target Mails". 2. Jobrapido's commitments 2.1. Jobrapido undertakes to provide, according to the terms of the Contract, the Services against the Clients' acceptance of the Purchase Order and these General Terms. 3. Client's commitments 3.1. The Client undertakes: a) to process the Users' personal data, which it may have accessed because of the Services, according to the regulations on protection of personal data currently in force (Legislative Decree 196/2003) and any other applicable rules on the processing of personal data; (b) not to use the information received from the Users of the Website for any other purposes than those for which the information was provided (by the User) to the Client and not to create a database for other purposes than those provided for herein and in particular for promotional and advertising purposes and sending this type of material to the Users; (c) to take all measures suitable to prevent unauthorized people from accessing the Website and, anyway, not to disclose his/its access codes; (d) to guarantee that any information contained in the Advertisements, Advertising Messages and communications sent through Target Mail or DEM is true and anyway not misleading, does not turn into misleading advertising, unlawful comparative advertising, hidden advertising, spamming, misleading and/or aggressive commercial practices, and that will not lead to any objection against Jobrapido in connection with defamation, fraud, and/or unlawful misleading or comparative advertising or infringement of third parties' rights; (e) to guarantee that all communications as per letter d) above will take place in full compliance with any applicable rule, like, in particular, Legislative Decree 196/2003 ("Privacy Code"), Legislative Decree 205/2006 ("Consumer's Code"), Legislative Decree 145/2007 ("Misleading Advertising"); (f) not to include and/or publish in the Advertisement, Advertising Messages and communications to be sent through Target Mail or DEM distinctive marks, images, signs, works, sounds, which may infringe, in any way, intellectual property rights (by way of example only, but not limited to, trademark rights, patent rights, knowhow, design, copyrights, etc.) or third parties' image rights; (g) to publish neither discriminatory (based on sex, age, religious belief, etc.) nor offensive nor politically oriented Advertisements. Discriminatory Advertisements are unlawful and might imply penalties for both Jobrapido and the Client. In this connection, article 4 below will apply The Client acknowledges that the "Jobrapido" trademark is exclusive property of Jobrapido. Signing these General Terms and/or the Purchase Order, unless explicitly provided for in writing, gives the Client no right in the "Jobrapido" trademark, which, consequently, cannot be used out of what is explicitly permitted by the applicable law. In particular, and without any limitation whatsoever arising wherefrom, the Client shall not

3 use the above-mentioned trademark as business name, sign, domain name, company's name, or in association with other trademarks, without Jobrapido's explicit consent The Client shall hold Jobrapido fully harmless and undamaged from any and all prejudicial consequence, cost, damage that may arise to it or may be enforced, against Jobrapido, as the result of the infringement of the provisions of this article. 4. Powers of Jobrapido 4.1. Jobrapido reserves the power to not publish or to remove any Advertisement that does not comply with the Client s assurance according to article 3 above. Likewise, Jobrapido can remove, without any notice for the Client, any Advertisement whose publication resulted in claims for damages and/or claimed infringements of any third parties' rights The Client authorizes Jobrapido - which reserves the right without any obligation to give prior notice - to publish its advertisements and/or announcements through Internet websites and external platforms to those of Jobrapido, in order to maximize and optimize the service performed by Jobrapido to the Client. In connection with these publications, Jobrapido will remain liable against the Client for the proper performance of the service agreed, while it will take no additional responsibility for the fraudulent or negligent actions of the third party owner of the platforms, who will be, consequently, the sole responsible party against the Client. 4.3 Jobrapido will remain responsible for the processing of the Client's sensitive data limited to the activity carried out in its Website. On the contrary, Jobrapido in no case can be held responsible for the processing and management of personal and/or sensitive data carried out by third-party owners of the above-mentioned external platforms: the Client, duly informed of the above, authorizes the transfer of data and explicitly holds Jobrapido harmless from any liability in this connection. In this case, on the Client's request, Jobrapido undertakes to find and transmit to the Client details of third-party personal data Controllers as per article 4, clause 1, letter g) and article 28 of Legislative Decree number 196 dated June 30, The Client is aware that the registered office of some managers of external platforms can be located out of the Italian Republic and explicitly authorizes the transfer of its data also pursuant to articles 42 and 43 of the above-mentioned decree. 4.4 Every click or application received from the Client through the publishing methods on external platforms as per the above point will be considered - for the commercial purposes provided for by these General Terms and any specific contractual agreements - as directly provided by Jobrapido and consequently remunerated in the extent provided for and agreed on in the relevant contract. 5. Consideration and invoicing 5.1. The Service price is indicated in the Purchase Order Any time the price is agreed to be reduced because of the quantity of the Services purchased (so-called "volume discount"), by signing the Contract the Client undertakes to pay the full agreed price, regardless of the actual full use of the Services purchased In no case can the Client withhold any amounts due to Jobrapido pursuant to the Contract, even if they offset Jobrapido's debts with the Client or relieve claimed damages in advance. In any case of delay in due payments, interest on late payments shall be applied and shall be calculated according to the basic rate as per article 7 of Legislative Decree number 231/2002 as subsequently amended.

4 6. Jobrapido's responsibilities 6.1. The Website is open and accessible to anyone who is looking for a job, without any type of demand brokerage by Jobrapido, which shall not take any responsibility about: (a) the number of Users who will view the Advertisements or the Client's Website; (b) any failure of the recruiting and/or advertising and promotional initiative or campaign undertaken by the Client; (c) the quality and truthfulness of the information and resumes that are sent by the Users to the Client; (d) the suitability of the Users for the Client's request; (e) the Clients' data processing methods used by the owners of external platforms as per point 4.3 above Except for mandatory legal rules, the following provisions govern the whole responsibility of Jobrapido with the Client arising from: (a) any infringement of or failure to comply with its obligations based on these General Terms and the individual provisions regulated by them; (b) any statement and guarantee given according to these General Terms and/or Purchase Order, or any guaranty arising from the law Jobrapido shall not be responsible with the Client for loss of profit, loss of data or Contracts, loss of market shares, loss of chances, loss of goodwill, increase of costs, image damages and any other form of indirect or special damages. Subject to the above, Jobrapido shall be only responsible within the limit of the Price paid by the Client Jobrapido shall not be responsible with the Client for any prejudicial event, unless the Client has notified Jobrapido his/its objection in writing within 30 days after the Client has become aware of the circumstances that may lead to such responsibility. This notice must be sent to Jobrapido registered office by registered letter with advice of receipt, to be anticipated by fax to or to sales@jobrapido.com (the or fax sending date shall be considered valid) Jobrapido shall not interfere with the contents of Advertisements, Advertising Messages and communications sent through Target or DEM, nor does it carry out any monitoring or control thereon; therefore, in no case can it be held responsible for any illegal, full or discriminatory nature of those contents, nor for any infringement of third parties' rights (like, by way of example, personal rights, right to privacy, industrial patent rights or copyrights) that may be carried out by introducing them into the web or by sending them by . In any case, Jobrapido reserves the right to deny and/or suspend the publication and/or to change the position of any Advertisement and/or advertising message also in case it has previously accepted its publication This provision does not affect those cases where responsibility can be neither excluded nor limited by mandatory provisions of the applicable law. 7. Service level 7.1. Jobrapido features high accessibility to the Website and continuously strives to improve the level of its services. In case of temporary or extended breakdown of Services, Jobrapido shall strive to limit the breakdown

5 of Services, although, however, cannot guarantee the time required to resume the Services, or, any way, the minimum time required to access the Website. 8. Termination and withdrawal 8.1. Jobrapido can terminate the Contract with the Client with immediate effect pursuant to article 1456 of the Italian Civil Code if: (a) the Client is subject to bankruptcy procedures or composition with creditors, within the limits in which termination is allowed by the applicable law; (b) the Client's infringement of any one of the obligations that are up to him/it as the result of the following articles of these General Terms: articles 3 and In any case, Jobrapido may terminate the Contract, should the Client not remedy the failure to comply with any of his/its obligations within the 15 days after Jobrapido sent him/it a warning by registered letter with advice of receipt, to be anticipated by and/or fax (the or fax sending date shall be considered valid) The Client's power to withdraw from the Contract is explicitly excluded. Should the Client remove the advertisement(s) posted in the Website and/or anyway waives the Services before the Contract expires, he/it shall have no right to any refund for non-used Services. 9. Changes and invalidity 9.1. Any changes to the General Terms and/or the Purchase Order shall be only valid and effective if it is agreed on in writing by Jobrapido and the Client Should any provision of these General Terms become illegal or invalid, it shall be not considered a provision of these General Terms, and that will not affect the remaining provisions. On occurring such circumstances, the parties, acting in good faith, shall do their best to agree on different terms that are not illegal or invalid and reflect their intentions as much as possible. In spite of what has been established above, the Client shall always accept changes or amendments to the General Terms and provisions that may be proposed by Jobrapido if such amendments become necessary or suitable to comply with any objections and reasons by the authorities or courts against the provision/s on this matter or to avoid that objections of this type are raised. 10. Applicable law and competent court These General Terms and the Purchase Order are regulated by the Italian law and the Court of Milan shall have exclusive jurisdiction on each litigation in any way connected with and/or relevant to the execution and/or construction of the General Terms and/or the Purchase Order. Pursuant to and in accordance with article 1341 of the Italian Civil Code, the Client, after carefully and specifically reading, explicitly approves the clauses of these Terms that are mentioned here below: articles 3.1; 3.3; 4; 5.3; 6; 7; 8, 9.2., and 10.