The terms of this Agreement govern you and your Educational Institution’s access to the Platform and the use of the Services.
By registering for, or otherwise using, the Services, you agree that you have read and understood the terms of this Agreement and you accept and agree to be bound by it and any updates to it from time to time (if any). If you do not agree to the terms of this Agreement, you should not sign up for or otherwise use the Services.
By entering into this Agreement, you represent to Shortlist.Me that you have the authority to bind your Educational Institution to the terms of this Agreement. If there is dispute over your authority to bind your Educational Institution to the Agreement, the Agreement will be ratified by the Educational Institution’s subsequent use of the Platform and Services.
1. Agreed Terms
The following definitions and rules of interpretation apply in this Agreement
Activity: an activity on the Platform that a Participant may register for.
Agreement: these standard contract terms.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Data: as defined in Data Protection Legislation.
Data Sharing Agreement: the data sharing agreement set out on Shortlist.Me’s website as amended from time to time at http://shortlist.me/privacy/fedatasharingagreement/.
Educational Institution: the educational institution that the party who enters into this Agreement with Shortlist.Me represents.
Information Security Policy: the policy available on request as amended from time.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, rights in software, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Participant Data: all Data in respect of any Participant that registers for an Activity
Participant(s): person(s) registered for an Activity.
Platform: the on-line platform through which the Services are accessed and delivered in respect of an Activity.
Services: the Activities available on the Platform.
Shortlist.Me: Shortlist.Me andShortlister are trading names ofShortlister Solutions Limited (company number 07752916) whose registered office is at Suite 1A Swinegate Court East, York, YO1 8AJ.
1.2 Clause headings shall not affect the interpretation of this Agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.5 This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
1.6 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.7 References to clauses are to the clauses to this Agreement.
1.8 Any words following the terms including, include, in particular, for example or similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Commencement and duration
2.1 This Agreement shall come into force on the date that you register for, or otherwise use, the Services and shall continue until terminated in accordance with clause 8.
2.2 Only one singular Educational Institution can register for the Services at a time. Where an Educational Institution is part of a group organisation, each element of that group organisation must register for the Services separately.
2.3 Individuals who are not affiliated with a singular Educational Institution cannot register for the Services.
2.4 Educational Institutions shall only invite Participants from their own Educational Institution to register for Activities and may not invite Participants from other Educational Institutions to do the same.
3. Password and security
3.1 Account administrators at each Educational Institution must set their own password to obtain access to the Platform and use of the Services.
3.2 Except as required by the Educational Institution’s administrator(s), the password must be kept confidential and not lent, shared, transferred or otherwise misused by the Educational Institution.
3.3 If you or your Educational Institution become aware of any unauthorised access caused by the Educational Institution’s access to the Platform, you or your Educational Institution must notify Shortlist.Me immediately in writing and fully cooperate with Shortlist.Me to remedy the issue immediately.
4.1 Subject to clauses 4.2, 4.4 and clause 9, Shortlist.Me shall supply the Services to the Educational Institution via the Platform however the Platform and the Services are provided on an ‘as is’ basis and Shortlist.Me does not make any representation or give any warranty to any Educational Institution that its use of the Platform and the Services shall be either free from interruptions, delays, problems, defects or viruses (or other damaging material) or that the Platform or the Services will be fit for any purpose or secure or that it will produce any Educational Institution’s desired outcome.
4.2 Shortlist.Me warrants that the provision of the Services to any Educational Institution are free of any back door, drop dead device, time bomb, Trojan horse, virus, or worm (as such terms are commonly understood in the software industry) or any other code, virus or bug designed or intended to have, or capable of performing, any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network.
4.3 Shortlist.Me warrants that it shall use all reasonable endeavours to comply with all laws and regulations applicable to Shortlist.Me in its provision of the Services.
4.4 Shortlist.Me shall, subject to clause 9 provide a 99% Availability Time for the Services; provided, however, that Shortlist.Me’s obligations under this clause does not apply to any downtime resulting from (i) a failure in your or a third party’s network infrastructure or (ii) scheduled updates, upgrades or maintenance and you acknowledge that you are responsible for determining whether your or any Educational Institution’s software is suitable to support your compliance with applicable laws and your use of the Platform and the Services.
4.5 Shortlist.Me warrants that any downtime due to maintenance, repairs and upgrades shall be limited to sixty (60) minutes in total per month except where clause 9 applies in which case this warranty shall not apply.
4.6 Shortlist.Me shall store data in compliance with its Information Security Policy.
4.7 Shortlist.Me shall process such Participant Data that any Educational Institution provides to it for the purposes of supplying the Services.
4.7 You acknowledge for yourself and your Educational Institution that Shortlist.Me is under no duty to investigate the completeness, accuracy, sufficiency or legality of any Participant Data or any Activity.
4.8 Subject to Shortlist.Me’s obligations in this Agreement, you acknowledge that although Shortlist.Me takes reasonable endeavours to ensure that Participants can take part in an Activity effectively,
4.9 Shortlist.Me shall not be under any liability to any relevant Educational Institution, if a Participant is unable to effectively take part in or maintain an Activity.
5. Data protection
5.1 The parties agree to comply with all requirements of the Data Sharing Agreement.
6. Limitation of liability
6.1 Neither party excludes or limits liability to the other for:
- (a) fraud or fraudulent misrepresentation;
- (b) any breach by either party of its obligations in clause 3, and clause 5;
- (c) any matter for which it would be unlawful for the parties to exclude liability.
6.2 Shortlist.Me shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising) misrepresentation (whether innocent or negligent), restitution or otherwise for:
- (a) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
- (b) any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
- (c) any loss or liability (whether direct or indirect) under or in relation to any other contract.
6.3 As Shortlist.Me are providing the Services via the Platform at no cost, Shortlist.Me’s total aggregate liability in contract, tort (including negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent) restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in all circumstances be limited to £5,000.00.
7. Intellectual property
7.1 Shortlist.Me shall retain ownership of all of its Intellectual Property Rights to the Platform and all parts of the Services.
7.2 Shortlist.Me grants to you and each relevant Educational Institution, a non-exclusive, non-transferable limited right to access the Platform and use the Services only for the purposes set out in this Agreement.
7.3 Each party shall keep the other fully and effectively indemnified against all costs, expenses, damages and losses (whether direct or indirect) including any interest, fines, legal and other professional fees and expenses awarded or incurred or paid by either of them as a result of or in connection with any claim brought against either of them by the other for actual or alleged infringement of that party’s Intellectual Property Rights as set out in this clause 7 arising out of, or in connection with, the receipt or use of the Services.
7.4 This clause 7 shall survive the termination of this Agreement.
8.1 This Agreement will continue to apply until terminated by either the Educational Institution or by Shortlist.Me under the provisions of clauses 8.2 and 8.3.
8.2 Without prejudice to any rights that Shortlist.Me may have accrued under the Agreement or any of its rights or remedies, Shortlist.Me may terminate this Agreement on notice with immediate effect in the event that you or your Educational Institution have breached any of the terms of this Agreement, if Shortlist.Me stop providing either the Service or any material component thereof, or if Shortlist.Me believes it is necessary to do so to comply with any applicable law
8.3 The Educational Institution may terminate this Agreement at any time by submitting a written request to email@example.com, following which their access to the Platform will be revoked and their account will then be closed.
8.4 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
8.5 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
8.6 On any termination of this Agreement for any reason, Shortlist.Me shall remove your and your Educational Institution’s access to the Platform.
9. Force Majeure
9.1 Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control.
10.1 Each party undertakes, and you shall procure that your Educational Institution shall comply with this obligation, that it shall not at any time disclose to any person any confidential information concerning, in the case of the Shortlist.Me the Platform, the Services and its Intellectual Property Rights and in the case of you and your Educational Institution your/their Participant Data, Data and employment and recruitment policies and practises.
10.2 Each party may disclose the other party’s confidential information:
- (a) to its employees, officers, representatives, sub-contractors or advisors who need to know such information for the purposes of carrying out that party’s obligations under the Agreement.; and
- (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 No party shall use the other party’s confidential information for any purpose other than to perform its obligations under this Agreement and you shall procure that the Educational Institutions comply with this obligation.
11.1 The Educational Institution shall not assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement.
11.2 You confirm that you are acting on your own behalf and not for the benefit of any other person or institution or legal entity except the Educational Institution.
11.3 Shortlist.Me may at any time assign, transfer, sub-contract or deal in any other manner with any of its rights and obligations under this Agreement without the consent of your or your Educational Institution.
No failure or delay by a party to exercise any right or remedy provided under this
Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13. Rights and remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
14.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be sent by email to the other party.
14.2 Any notice or communication shall be deemed to have been received at 9am on the next Business Day after sending.
14.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Except as expressly provided in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.1 If any provision or part-provision of this Agreement 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 clause shall not affect the validity and enforceability of the rest of this Agreement.
16.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17. No partnership or agency
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
18. Third party rights
18.1 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
18.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
19. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).