TPI Job Advertisement Terms and Conditions

SECTION E – JOB ADVERTISEMENTS
SPECIFIC TERMS

1. DEFINITIONS AND INTERPRETATION

o In this Section E the following words and expressions have the
following meanings unless inconsistent with the context:

• The words “appropriate technical and organisational measures”,
“Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”,
“processing” and “Processor” shall have the meanings given to them in the
Data Protection Legislation.

2. ADVERTISEMENTS

o TPI shall host the Advertisement on the Jobs Portal for the Term, unless
this Contract is terminated earlier in accordance with any of the terms
of this Contract.
o The Customer acknowledges that TPI is responsible for hosting the
Jobs Portal and the Advertisement only, and shall have no obligation to
the Customer in respect of marketing or promoting the
Advertisement, communicating with or vetting Applicants for the
Customer or guaranteeing any minimum number of Applicants
respond to the Advertisement.
o The Customer shall provide the proposed Advertisement to TPI for
approval, including details of:

▪ the role being advertised;
▪ the name and business of the Customer
▪ contact details which an Applicant may use to contact the
Customer;
▪ the start and duration of the Advertisement; and
▪ the text of the proposed Advertisement.

o Subject to payment of the Price in cleared funds by the Customer, TPI
shall (acting in its sole discretion), within 5 Working Days of receiving
the Customer’s proposed Advertisement, confirm in writing whether
the proposed Advertisement is approved. If TPI does not approve a
proposed Advertisement within 5 Working Days of receipt, it shall be
deemed not approved.
o If TPI approves a proposed Advertisement in accordance with
Condition 2.4 of this Section E, TPI shall commence publication of the
Advertisement on the Jobs Portal within 2 Working Days.
o If TPI does not approve a proposed Advertisement in accordance with
Condition 2.4 of this Section E, TPI may propose amendments to the
proposed Advertisement but the Advertisement as amended shall not
be deemed approved unless resubmitted for approval by the
Customer in accordance with Condition 2.3 of this Section E and
approved by TPI in accordance with Condition 2.5 of this Section E.
o The Customer shall ensure that the Advertisement shall:

▪ not contain any information which is inaccurate, incomplete or
incorrect;
▪ comply with any policies or guidelines notified to the Customer
by TPI from time to time;
▪ comply with all Applicable Law and any other applicable laws,
regulations, regulatory policies, guidelines or codes in each
case from time to time in force, including all such guidelines and
codes issued by statutory, regulatory and industry bodies;
▪ not infringe the Intellectual Property Rights or proprietary rights
of any third party;
▪ not contain any personal data without the permission of the
data subject to whom the personal data relates;
▪ not be defamatory, libellous, obscene or otherwise offensive;
▪ not cause, or be likely to cause, any damage to or have an
adverse impact on, TPI’s reputation, Intellectual Property Rights
or goodwill; and
▪ not include any element that is designed to, intended to, or
which could otherwise have the effect of, causing damage to
the Jobs Portal, TPI’s website or TPI.

o TPI shall be entitled to remove or modify an Advertisement where in
TPI’s reasonable opinion it ceases to comply with the requirements of
Condition 2.7 of this Section E.
o If the Customer requests any modification of an Advertisement after it
has been published, such modification shall be requested and agreed
in accordance with Condition 5 of Section A.

3. INDEMNITY AND WARRANTY

o The Customer shall indemnify TPI against all liabilities, costs, expenses,
damages and losses (including but not limited to any direct, indirect or
consequential losses, loss of profit, loss of reputation and all interest,
penalties and legal costs (calculated on a full indemnity basis) and all
other professional costs and expenses) suffered or incurred by TPI
arising out of or in connection with any third-party claims or any action,
adjudication or decision taken against TPI by any third party or
regulatory body, in each case directly or indirectly arising (in whole or
in part) as a result of TPI’s hosting of the Advertisement, including but
not limited to any claim from an Applicant.
o Subject to Condition 3.3 of this Section E, TPI warrants that:

▪ the Advertisement will be published on the Jobs Portal for the
Term;
▪ the Jobs Portal will be maintained and reasonably available (save
for reasonable periods of downtime for maintenance) during
the Term; and
▪ the Advertisement will upon publication on the Jobs Portal be
materially the same as the Advertisement approved in
accordance with Condition 4.5 of this Section E.

o The Customer agrees that:

▪ there may be variations in the appearance, colour, formatting or font of the Advertisement when published on the Jobs Portal;
▪ the appearance of the Advertisement may vary when displayed
on a screen;
▪ the Customer shall be responsible for any typographical,
clerical or other omission or error in any Advertisement and TPI is not responsible for the identification or correction of any
omission or error, save where such omission or error is not
present in the Advertisement when approved by TPI in
accordance with Condition 4.5 of this Section E; and
▪ the Jobs Portal may be temporarily unavailable as a result of
hardware, software or server outages or failure, reduced
bandwidth, internet outages and other technical or nontechnical
issues, and that such shall not be considered a breach of warranty.
• Subject as expressly provided in this Contract, TPI excludes all warranties, conditions or other terms implied by statute or common law to the fullest extent permitted by law, including but not limited to in relation to the Advertisements.
• Where any valid warranty claim in respect of an Advertisement is made by the Customer, TPI shall be entitled at its option to:

o provide for a corrected Advertisement to be published for such additional time as the original Advertisement was published and did not comply with the warranty; or
o at its’ sole discretion, refund to the Provider the Price (or a proportionate part of the Price) for the Advertisement found not to conform to warranty, and such shall be the extent of TPI’s liability in respect of such warranty claim.

4. APPLICANTS

o TPI does not guarantee that the Customer will receive any Applicants or that the Advertisement will reach any prospective Applicants who would be suitable for the Customer’s requirements. The Customer is solely responsible for determining whether the Jobs Portal is an appropriate location for the Advertisement.
o The Customer shall be responsible for managing communications with any Applicant and ensuring that any contact details provided by the Customer remain active for the use of Applicants.
o TPI shall not be responsible for facilitating any communication
between the Customer and any Applicant.
o TPI shall have no responsibility for the Applicants or any decision made
by the Customer to recruit or hire any Applicant.

5. DATA PROTECTION

o The parties acknowledge that for the purposes of the Data Protection
Legislation, the Customer is the Controller and TPI is the Processor.
Appendix 1 sets out the scope, nature and purpose of processing by
TPI, the duration of the processing and the types of Personal Data and
categories of Data Subject.
o Without prejudice to the generality of Condition 10 of Section A, the
Customer will ensure that it has all necessary appropriate consents
and notices in place to enable lawful transfer of the Personal Data to
TPI and/or lawful collection of the Personal Data by TPI on behalf of the
Customer for the duration and purposes of this Contract.
o Without prejudice to the generality of Condition 10 of Section A, TPI
shall, in relation to any Personal Data processed in connection with the
performance by TPI of its obligations under this Contract:

▪ process that Personal Data only on the documented written
instructions of the Customer unless TPI is required by
Applicable Laws to otherwise process that Personal Data.
Where TPI is relying on Applicable Laws as the basis for
processing Personal Data, TPI shall promptly notify the
Customer of this before performing the processing required by
the Applicable Laws unless those Applicable Laws prohibit TPI
from so notifying the Customer;
▪ ensure that it has in place appropriate technical and
organisational measures 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);
▪ ensure that all personnel who have access to and/or process
Personal Data are obliged to keep the Personal Data
confidential; and
▪ not transfer any Personal Data outside of the United Kingdom
unless the prior written consent of the Customer has been
obtained and the following conditions are fulfilled:
▪ the Customer or TPI has provided appropriate
safeguards in relation to the transfer;
▪ the Data Subject has enforceable rights and effective
legal remedies;
▪ TPI complies with its obligations under the Data
Protection Legislation by providing an adequate level of
protection to any Personal Data that is transferred; and
▪ TPI complies with reasonable instructions notified to it in
advance by the Customer with respect to the processing
of the Personal Data;
▪ assist the Customer, at the Customer's 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;
▪ notify the Customer without undue delay on becoming aware of
a Personal Data Breach;
▪ at the written direction of the Customer, delete or return
Personal Data and copies thereof to the Customer on
termination of the Contract unless required by Applicable Law
to store the Personal Data; and
▪ maintain complete and accurate records and information to
demonstrate its compliance with this Condition 5.3 of this
Section E; and
▪ promptly inform the Customer if, in the opinion of TPI, an
instruction infringes the Data Protection Legislation.

o The Customer consents to TPI appointing the third party processors
set out in Appendix 1 or TPI’s external privacy policy, accessible at
www.tpi.org.uk/privacy-policy/, as third party processors of Personal
Data under this Contract. TPI confirms that it has entered or (as the
case may be) will enter with the third-party processor into a written
agreement incorporating terms which are substantially similar to those
set out in this clause and which will continue to reflect the
requirements of the Data Protection Legislation. As between the
Customer and TPI, TPI shall remain fully liable for all acts or omissions
of any third-party processor appointed by it pursuant to this
Condition 5.4 of this Section E.
o TPI may, at any time on not less than 30 days’ notice, revise this
Condition 5 of this Section E 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 Contract).

6. INTELLECTUAL PROPERTY

o The Customer shall be entitled to download and maintain copies of
the Advertisement but shall not be entitled to download or keep
copies of any other element of the Jobs Portal or the TPI website, or
any other aspect of TPI’s Intellectual Property Rights.
o By submitting the Advertisement, the Customer grants TPI a nonexclusive,
royalty free, transferable licence to use, reproduce, display,
distribute, modify and create derivative works from any of the
Customer’s Intellectual Property Rights in the Advertisement for the
purposes of hosting and advertising the Advertisement for the
Customer.

7. LIMITATION OF LIABILITY

o Except as expressly and specifically provided in these Conditions:

▪ the Customer assumes sole responsibility for results obtained
from the use of the Deliverables by the Customer, and for
conclusions drawn from such use. TPI shall have no liability for
any damage caused by errors or omissions in any information,
instructions or scripts provided to TPI by the Customer in
connection with the Deliverables, or any actions taken by TPI at
the Customer's direction;
▪ 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 Laws, excluded from
the Contract; and
▪ the Deliverables are provided to the Customer on an "as is"
basis.

o Subject to Condition 11 of Section A and Condition 7.1 of this Section E,
TPI’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 the Contract shall be limited to the greater of:

▪ £10,000; or
▪ the Price.