Terms and Conditions
CAREERS EXPLORER
AGREEMENT AND TERMS OF SERVICE
This agreement governs your purchase and use, in any manner, of Active Informatics Ltd services, including Careers Explorer computer application and related services (the” Application”) ordered by you, directly or via a partner of Active, and accepted by Active Informatics Ltd (“Active”) and describes the terms and conditions that apply to such purchase and use of the Application. You must accept the terms of this Agreement in order to use the Application. By accepting this agreement, taken receipt of a configured Application and using the Application, you acknowledge that you have read this agreement and agree to be bound by the terms and conditions contained herein as well as all policies and guidelines incorporated by reference. Active reserves the right to change or modify any of the terms and conditions contained in this Agreement and any policy or guideline incorporated by reference at any time and from time to time in its sole discretion. Any changes or modification will be effective upon posting of the revisions on the Application website. Active will post a notice of such changes or modifications to this Agreement on the Site for thirty (30) days. Active may post changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Application following Active’s posting of any changes or modifications will constitute your acceptance of such changes or modifications. If you do not agree to the terms of this Agreement, do not accept this Agreement. If you do not agree to the terms of any modification, do not continue to use the Application and immediately notify Active of your termination of this agreement in the manner described in section 1.2 below.
1. Terms and Payment for the Application
1.1 Term
This agreement will continue for successive periods of twelve months until terminated by you by giving Active not less than three months prior written notice, such notice to expire only at the end of each twelve month period.
You must provide Active with your notice of termination by sending written notification to Active or its designated partner. Upon Active’s receipt of the written notice of cancellation, you will be asked to provide Active with sufficient customer identification information so that Active may properly identify you and your account. Any authenticated notice of termination will be effective upon Active’s receipt thereof.
1.2 Termination Policy
Your termination request must be submitted to Active in the manner described in Section 1.1. Active may terminate this Agreement at any time and for any reason by providing to you written notice of termination. If Active terminates this Agreement, Active shall refund to you, on a pro rata basis, the portion of pre-paid fees attributable to the Application not yet rendered as of the termination date unless otherwise expressly provided herein.
1.3 Liability and Obligations on Termination
Should the Agreement be terminated for any reason, Active will not be liable to you because of such expiration or termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with your business, or for any other reason whatsoever flowing from such termination or expiration. Any termination of this Agreement shall not relieve you of any obligations to pay fees and costs accrued prior to the termination date and any other amounts owed by you to Active as provided in this Agreement.
1.4 Charges
You agree to pay for all charges attributable to your use of the Application at the then current Active prices, which shall be exclusive of any applicable taxes. You shall be responsible for the payment of all national and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Application.
Active’s prices shall increase on each renewal date in line with any rise in the Retail Price Index. This figure will be determined on the date of issue of the renewal reminder which is on or around the first of the month two months prior to renewal date.
1.5 Payment
All charges for the Application must be paid in advance according to the then current price applicable to the Application for which Active will submit an invoice. You agree to pay to Active the amount indicated in each invoice by the due date reflected on the invoice. If you fail to pay any fees and taxes within fifteen (15) days from applicable due date, late charges of the lesser of one and one-half per cent (1.5%) per month or the maximum allowable under applicable law shall also become payable by you to Active. In addition, your failure to fully pay any fees and taxes within fifteen (15) days after the applicable due date will be deemed a material breach of this Agreement, justifying Active’s suspension of its performance of the Application and/or termination of this Agreement. You are responsible for any fees associated with reinstatement of the Application. Any such termination would not relieve you from paying past due fees plus interest. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys' fees, court costs and collection agency fees.
2. Use of the Application
2.1 Applicable Policies and Guidelines
The Active Acceptable Use and Service Guidelines (the "Usage Guidelines") govern the general policies and procedures for use of the Application. The Usage Guidelines are available on request.
2.2 Automated Logon
For security and bandwidth reasons, we do not allow automated or scripted browser logons.
3. Intellectual Property Rights
3.1 Your Warranties and Representations to Active
You warrant, represent, and covenant to Active that (a) you are at least eighteen (18) years of age; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Application only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account.
3.2 Active Materials and Intellectual Property
All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Active or its suppliers or agents pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by Active to provide the Application to you, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto shall remain the sole and exclusive property of Active or its suppliers. Active shall also maintain and control ownership of all Internet Protocol ("IP") numbers and addresses that may be assigned to you by Active. Active reserves, in its sole discretion, the right to change or remove any and all such IP numbers and addresses.
3.3 Data Sources
The LMI data in the Application is provided via UKCES and is licensed under the Open Government Licence and should only be used in accordance with this licence. When re-using this data you shall preserve the following copyright notice: “Contains public sector information licensed under the Open Government Licence v3.0“.
Should you wish to attribute this dataset, you should use a link similar to the following: UKCES LMI For All. UK Open Government Licence (OGL)
The Courses data in the Application is provided via Skills Funding Agency (SFA) and the Higher Education Funding Council for England (HEFCE) and the Higher Education Statistics Agency (HESA).
The SFA data is licensed under the Open Government Licence and should only be used in accordance with this licence (http://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/). When re-using this data you shall preserve the following copyright notice: “Contains public sector information licensed under the Open Government Licence v3.0“.
The Unistats Dataset is reproduced with the permission of the Higher Education Funding Council for England (HEFCE), the Higher Education Statistics Agency (HESA) and their licensors. The Unistats Dataset may be accessed in its original form here: www.hesa.ac.uk/unistatsdata. All copyright and other intellectual property rights in the Unistats Dataset are owned by HEFCE, HESA and their licensors.
Except to the extent expressly set forth in this agreement, Active makes no representations or warranties of any kind regarding the Application, the search results, the content, the related materials, or any other matter, either expressed or implied, including, but not limited to, implied warranties of fitness for a particular purpose, merchantability, title, accuracy / freedom from error, non-infringement or otherwise. You understand that the Application may include hyperlinks to other web sites or content or resources. Active has no control over any web sites, data or resources which are provided by companies or persons other than Active. You acknowledge and agree that Active is not responsible whatsoever for any harm suffered by you or your customers or your end users on or in any way due to any information originating from third party websites, data or resources. You acknowledge and agree that Active is not liable for any loss or damage which may be incurred as a result of the availability of those third party websites, data or resources.
4. Enforcement
4.1 Investigation of Violations
Active may investigate any reported violation of this Agreement, its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers and/or third parties.
4.2 Disclosure Rights
To comply with applicable laws and lawful governmental requests, to protect Active’s systems and customers, or to ensure the integrity and operation of Active’s business and systems, Active may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on Active’s servers and systems. Active also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.
5. Disclaimed Warranties
You acknowledge and agree that Active exercises no control over, and accepts no responsibility for, the content of the information passing through Active’s host computers, network hubs and points of presence, or the Internet. All services performed hereunder are performed "as is" and without warranty against failure of performance including, without limitation, any failure due to computer hardware or communication systems. Except as expressly provided in this agreement, Active does not make and hereby disclaims, and you hereby waive all reliance on, any representations or warranties, arising by law or otherwise, regarding the Application, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or arising from course of dealing, course of performance or usage in trade.
6. Limitations and Exclusion of Liability
6.1 Limitations
In no event shall Active or its suppliers have any liability for unauthorised access to, or alteration, theft or destruction of information distributed or made available for distribution via the Application through accident, fraudulent means or devices. Neither Active nor its suppliers shall have liability with respect to Active's obligations under this agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Active has been advised of the possibility of such damages. In any event, the liability of Active and its suppliers to you for any reason and upon any cause of action shall be limited to the amount actually paid to Active by you under this agreement during the three (3) months immediately preceding the date on which such claim accrued. This limitation applies to all causes of action in the aggregate, including, without limitation, to breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The fees for the Application set by Active hereunder have been and will continue to be based upon this allocation of risk. Accordingly, you hereby release Active and its suppliers from any and all obligations, liabilities, and claim in excess of the limitation stated in this section 6.1.
6.2 Interruption of Service
You hereby acknowledge and agree that Active and its suppliers will not be liable for any temporary delay, outages or interruptions of the Application. Further, Active shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).
7. Indemnification
You hereby release and hold harmless, and agree to indemnify, Active and its affiliates and suppliers (and their respective employees, directors and representatives) against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Active or its suppliers, arising out of or relating to (a) your violation or breach of any term, condition, representation or warranty of this Agreement or any applicable policy or guideline; (b) your improper or illegal use of the Application; or (c) your violation, alleged violation, or misappropriation of any intellectual property right (including, without limitation, trademark, copyright, patent, trade secrets) or non-proprietary right of a third party (including, without limitation, defamation, libel, violation of privacy or publicity).
8. Miscellaneous Provisions
8.1 Entire Agreement
This Agreement, in conjunction with the policies and guidelines incorporated herein by reference, constitutes the entire agreement between you and Active with respect to the subject matter hereof and there are no representations, understandings or agreements, which are not fully expressed in this Agreement and the related policies and guidelines.
8.2 Identification
With your permission, Active may, free of any obligation to pay compensation, use your name and identify you as an Active client, in advertising, publicity, or similar materials distributed or displayed to prospective clients.
8.3 Choice of Law and Forum
This agreement will be governed by the laws of England and Wales, without reference to rules governing choice of laws.
8.4 Compliance with Laws
You shall at all times comply with all applicable laws and regulations and shall indemnify and save Active harmless from your failure to so comply. You agree that Active shall not have to perform any obligations set forth in this Agreement if such performance would violate any present or future law, regulation or policy of any applicable government.
8.5 Non-Assignment
You may not assign this Agreement or any right or obligation hereunder by operation of law or otherwise, without Active’s prior written consent. Active may assign its rights and obligations under this Agreement, and may utilise affiliate and/or agents in performing its duties and exercising its rights hereunder, without your consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
8.6 No Waiver
Active’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Active’s right to subsequently enforce such provision or any other provisions hereunder.
8.7 Severability
Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement, if applicable, shall nonetheless remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.
8.8 Survival
All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration hereof and thereof.
First Issued: 10/12/2013
Reissued 18/02/2015
Reissued 21/12/2015