REFERRER USER AGREEMENT
THIS AGREEMENT IS MADE ON 04 February 2012 BETWEEN :
GoozUp International, a company whose registered office is at Esp 260a, 5633AC, Eindhoven, in The Netherlands, incorporated at the Registry of Commerce and Companies of Eindhoven under the number 17186679,
(hereinafter referred to as 'GoozUp International')
AND
You, the Referrer,
(hereinafter referred to as the 'Referrer')
The parties hereto shall individually be referred to as a 'Party' and collectively as 'Parties'.
BACKGROUND
(A) Considering that personal relation is the most popular method for candidates and the most successful for Candidates, GoozUp International has developed an original concept through a website to connect recruiters with candidates, who are recommended by colleagues, friends, family or others (the referrers).
(B) It is why the parties have agreed to discuss together in order to provide to the Referrer the GoozUp International referral services.
IT IS AGREED AS FOLLOWS :
Article 1. Interpretation
| 1.1 |
In this Agreement, including the Schedules, the following words and expressions shall have the following meanings :
Application - means the process of a referrer or a candidate responding on a job, posted on the GoozUp Website by a Recruiter.
Candidate - means the person who is recommended by a Referrer for a job which is posted by recruiter(s) trough GoozUp Website.
GoozUp - means the original concept developed by GoozUp International through a website to connect recruiters with candidates, who are recommended by colleagues, friends, family or others (the referrers).
GoozUp Fees - means the fees paid by the Recruiter for use of the GoozUp Services and shared by the Regional GoozUp Reseller and GoozUp International.
GoozUp Website - means the website developed by GoozUp International which is operated by a Regional GoozUp Reseller for its specific geographical region in order to propose to candidates, recruiters and referrers to use the GoozUp services.
Recruiter - means the person who posts on the GoozUp Website job(s) in order to recruit its future employee(s).
Referral Reward - means all the benefits or bonuses, as advertised in the Recruiters job posting, donated by the Recruiter to reward the Referrer for its recommendation.
Referrer - means the person (colleagues, friends, family or others) who recommends a Candidate to a Recruiter trough the GoozUp Website and gets a Referral Reward when his or her Candidate is hired by a Recruiter.
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| 1.2 |
The headings are for convenience only and shall not affect the interpretation hereof. |
Article 2. Scope of the Agreement
GoozUp International offers to the Referrer its Referral Services through its website in order to facilitate the employment of the person recommended by the Referrer.
Article 3. Services provided by GoozUp International
The Referral services provided hereunder to the Referrer by GoozUp International are (the 'Referral Services') :
- Giving access to the job data base,
- Offering the possibility to create, grow and maintain a personal network,
- Offering the possibility to match a job with a profile in the personal network
- Providing an infrastructure for recommending a candidate on GoozUp Website, and
- Offering the possibility to obtain the Referral Reward.
Article 4. Rights and obligations of Referrer
| 4.1 |
The Referrer will use the Referral Services with due care, taking into account generally accepted business practices, the legitimate interests of GoozUp International as well as the available resources of GoozUp Website. |
| 4.2 |
The Referrer will have the competence of selecting hardware and software and will commit itself to a configuration suiting the actual needs of GoozUp Website. |
| 4.3 |
The Referrer will cooperate with GoozUp International and perform all obligations reasonably required to enable the proper functioning of the Referral Services with due care, taking into account generally accepted business practices. |
| 4.4 |
The Referrer will verify the information of the Candidate(s) he/she proposes for a Job, and ensures this information is correct. |
| 4.5 |
The Referrer will refrain from submitting incorrect information about a candidate or any misleading information on GoozUp Website. |
| 4.6 |
The Referrer agrees to immediately inform the Recruiter (even after the candidate is hired) in case he/she discovers that incorrect information about the Candidate has been submitted to the Recruiter. |
| 4.7 |
The Referrer agrees to immediately inform GoozUp International in case of candidate(s) or recruiter(s) trying to circumvent GoozUp International payment obligations. |
| 4.8 |
The Referrer agrees to prevent itself from :
- sharing the password, that gives access to the GoozUp Website, with others,
- implying any other relationship with GoozUp International than is,
- providing false information about yourself or any entity that you represent,
- using the website for chain letters, spam, unwanted solicitations or bulk communications,
- sending, posting, or transmitting any content that is unlawful, illegal, harassing, defamatory, pornographic, abusive or threatening,
- harassing, intimidating, degrading or being hateful towards someone based on their religion, gender, sexual orientation, race, ethnicity, age or disability,
- impersonating any other person or entity, including, but not limited to a GoozUp International employee or a group moderator,
- misrepresenting its affiliation with any other person or entity,
- submitting large numbers of listings, referrals or content that disrupts communication on GoozUp Website,
- infringing any copyright, trademark, patent or other rights of another person or entity,
- automatically downloading data from the website via spiders, crawlers, robots or other data mining tools without GoozUp International consent or without complying with our robots.txt file,
- posting a listing instructing users not to refer or apply using GoozUp International’s tools,
- engaging in pyramid schemes, post deceptive bounties, leaving feedback for a different member account you control, or using the referrer feature to refer yourself,
- posting listings that offer multilevel marketing opportunities or requiring upfront fees, or
- offering, requesting or delivering illegal services or bounties.
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Article 5. Representations and Warranties
| 5.1 |
The parties represent and warrant that:
- they have full power to enter into and perform their obligations under this Agreement and have taken all necessary action to that effect, and
- they have obtained and will maintain throughout the term of this Agreement, all rights, licenses, permissions and approvals, including all registrations in accordance with and as required by the applicable data protection legislation, which are necessar
|
| 5.2 |
The Referrer represents and warrants that :
- it will perform its obligations under this Agreement in accordance with the standards of performance set forth herein,
- the software used to access the Referral Services does not infringe upon the proprietary rights of any third party, and
- it will use the Referral Services and procure that the users use the Referral Services in accordance to all applicable laws including but not limited to data protection and privacy laws.
|
Article 6. Intellectual Property
6.1 Except as provided herein, all rights and interest in GoozUp International, the know-how, the documents, the tools and the software (together, the 'GoozUp International IP') employed, delivered or developed by GoozUp International as part of the Referral Services delivery vests in GoozUp International.
Article 7. Data Protection
| 7.1 |
Each party will at all times throughout the term of this Agreement and as may otherwise be necessary, comply with the applicable provisions and obligations imposed by the applicable French legislation so far as they relate to the Recruitment Services and to the processing of personal data. |
| 7.2 |
GoozUp International will be the only owner of all the data entered by the users (candidates, referrers or Referrers) through the GoozUp International website and will comply with the French and EU provisions relating to the conservation and the transfer of personal data. |
| 7.3 |
The Referrer will not transfer personal data of candidates to any third parties for purposes other than considering the candidates for the advertised job, without the approval of the Candidate and GoozUp International. |
| 7.4 |
GoozUp International will not transfer Referrer’s data to any third parties except for legal obligations or in the case of a joint venture, merger or acquisition of GoozUp International. In addition, the Referrer grants to GoozUp International the right to use data for marketing purposes. |
| 7.5 |
The Referrer agrees that data can be transferred outside of the EU. |
Article 8. Billing
| 8.1 |
GoozUp International agrees to do best efforts to ensure payment by the Regional GoozUp Reseller of the Referral Reward to the Referrer in less than 14 days after receiving payment from the Recruiter when :
- The Candidate signs an employment agreement (temporary or for an undefined period) with the Recruiter through the GoozUp Website, or
- The candidate signs an employment agreement with a third party, other than the Recruiter, but with intermediate services from the Recruiter, resulting from a proposal on GoozUp web site.
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| 8.2 |
The Referrer agrees that in case the Recruiter does not pay the agreed Referral Reward to GoozUp International or the Regional GoozUp Reseller, neither party is obliged to pay the Referrer.
In case of partial payment by the Recruiter, GoozUp International or the Regional GoozUp reseller will transfer a pro-rata part of the Referral Reward to the Referrer.
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| 8.3 |
The Referrer will ensure that he/she will comply with applicable tax rules. GoozUp International and the Regional GoozUp Reseller will not be responsible for any tax payments on Referral Rewards owned by the Referrer. |
Article 9. Exclusion of liability
| 9.1 |
GoozUp International excludes any warranties, undertakings or representations (either express or implied) to the full extent permitted under applicable law, that the website or (including without limitation) all or any part of the content or materials, accuracy, availability or completeness of the content of the website or any part of the content or materials are appropriate or available for use either in the France or in other jurisdictions where we may provide our services. |
| 9.2 |
GoozUp International is not liable (including without limitation) in either contract, tort, negligence, statutory duty or otherwise (to the maximum extent permitted by applicable law) arising out of the use of or access to this website (which includes without limitation) any errors or omissions contained in the website or if the website is unavailable. |
| 9.3 |
GoozUp International shall not be liable for any direct or indirect:
- economic losses (including without limitation loss of revenues, data, profits, contracts, use, opportunity, business or anticipated savings),
- loss of goodwill or reputation,
- special, incidental, consequential loss or damage, or
- suffered or incurred arising out of or in connection with your use of the website and these terms and conditions.
|
| 9.4 |
Access to and use of the website is at the user's own risk and GoozUp International does not warrant that the use of the website or any material downloaded from it will not cause damage to any property, or otherwise minimize or eliminate the inherent risks of the internet including but not limited to loss of data, computer virus infection, spyware, malicious software, trojans and worms. GoozUp International accepts no liability in respect of losses or damages arising out of changes made to the content of the website by unauthorized third parties. |
| 9.5 |
In any case GoozUp International liability will not exceed 5000 euros. |
Article 10. Term and Termination
| 10.1 |
This Agreement is entered into for an indefinite term. It can be terminated by either party by giving 3 months prior notice effective as per the end of a calendar year. |
| 10.2 |
Notwithstanding this, a party may terminate this Agreement if :
- the other party commits a material breach of this Agreement which is not cured within thirty (30) days after notice reasonably describing such breach, provided that if such other party works diligently and in good faith to cure such breach in accordance with this provision and such breach is not capable of being cured within thirty (30) days, it may have up to thirty (30) additional days to cure such breach if it demonstrates to the terminating party's reasonable satisfaction that it is capable of curing such breach within the additional period,
- the other party does no respect the payment terms as provided in Article 8, or
- if and as entitled to do so pursuant to another Article of this Agreement.
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Article 11. General
11.1 Whole agreement
This Agreement contains the whole agreement between the parties relating to the subject matter of this Agreement at the date hereof to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement.
11.2 Survival of rights, duties and obligations
Termination of this Agreement for any cause shall not release a party from any liability which at the time of termination has already accrued to another party or which thereafter may accrue in respect of any act or omission prior to such termination.
11.3 Release etc.
Any liability to any party to exercise, and no delay by it in exercising, any right, power or remedy in connection with this Agreement (each a right) shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or the exercise of any other right. Any express waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.
11.4 Waiver
No failure of any party to exercise, and no delay by it in exercising, any right, power or remedy in connection with this Agreement (each a Right) shall operate as a waiver of that Right, nor shall any single or partial exercise of any Right preclude any other or further exercise of that Right or the exercise of any other right. Any express waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.
11.5 Variation
No variation of this Agreement shall be effective unless published on the GoozUp Website.
11.6 Assignment
This Agreement is personal to the parties and the rights and obligations of any of the parties may not be assigned or otherwise transferred without the prior written consent of the other parties except that GoozUp International may assign (part of) its rights and transfer (part of its) its obligations to any Regional GoozUp Reseller without the consent of the Referrer.
11.7 Further assurance
At any time after the date of this Agreement the parties shall, and shall use all reasonable endeavours to procure that any necessary third party shall, at the cost of the relevant party execute such documents and do such acts and things as that party may reasonably require for the purpose of giving to that party the full benefit of all the provisions of this Agreement.
11.8 Invalidity
If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part under the law of any jurisdiction, the legality, validity or enforceability of such provision or part under the law of any other jurisdiction and the legality, validity and enforceability of this Agreement shall not be affected.
11.9 Costs
Each party shall bear all costs incurred by it in connection with the preparation, negotiation and entry into this Agreement and the documents to be entered into pursuant to it.
11.10 Governing law
This Agreement and the documents to be entered into pursuant to it, save as expressly referred to therein shall be governed by and construed in accordance with the law of the Netherlands.
11.11 Jurisdiction
All the parties irrevocably agree that the Dutch court of Amsterdam is to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and the documents to be entered into pursuant to it. RECRUITER USER AGREEMENT
THIS AGREEMENT IS MADE ON 04 February 2012 BETWEEN :
GoozUp International, a company whose registered office is at Esp 260a, 5633AC, Eindhoven, in The Netherlands, incorporated at the Registry of Commerce and Companies of Oost-Brabant under the number 17186679,
(hereinafter referred to as 'GoozUp International')
AND
You, the Recruiter,
(hereinafter referred to as the 'Recruiter')
The parties hereto shall individually be referred to as a 'Party' and collectively as 'Parties'.
BACKGROUND
(A) Considering that personal relation is the most popular method for candidates and the most successful for Candidates, GoozUp International has developed an original concept through a website to connect recruiters with candidates, who are recommended by colleagues, friends, family or others (the referrers).
(B) It is why the parties have agreed to discuss together in order to provide to the Recruiter the GoozUp International recruitment services.
IT IS AGREED AS FOLLOWS :
Article 1. Interpretation
| 1.1 |
In this Agreement, including the Schedules, the following words and expressions shall have the following meanings :
Application - means the process of a referrer or a candidate responding on a job, posted on the GoozUp website by a Recruiter.
Candidate - means the person who is recommended by a Referrer for a job which is posted by recruiter(s) trough the GoozUp website.
GoozUp Fees - means the fees paid by the Recruiter for use of the GoozUp Services.
GoozUp website - means the website developed by GoozUp International in order to propose to candidates, recruiters and referrers to use the GoozUp services.
Recruiter - means the person who posts on the GoozUp website job(s) in order to recruit future employee(s).
Referral Reward - means all the benefits or bonuses, as advertised in the Recruiters job posting, donated by the Recruiter to reward the Referrer for its recommendation.
Referrer - means the person (colleagues, friends, family or others) who recommends a Candidate to a Recruiter trough the GoozUp website and gets a Referral Reward when his or her Candidate is hired by a Recruiter.
Regional GoozUp Reseller - means the company which has been chosen by GoozUp International to operate and manage the website in a specific geographical region. This is the company that is authorized by GoozUp International to send the invoices and collect the GoozUp fees and Referral Rewards in his region.
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| 1.2 |
The headings are for convenience only and shall not affect the interpretation hereof. |
Article 2. Scope of the Agreement
GoozUp International offers to the Recruiter its Services through its website in order to facilitate the recruitment process.
Article 3. Services provided by GoozUp International
The recruitment services provided hereunder to the Recruiter by GoozUp International are (the 'Recruitment Services') :
- Publishing jobs on the GoozUp website,
- Giving access to the Candidates data base on a confidential name basis, with a view of the score of the Candidates versus the job requirements and the quality rating of the Referrers.
- Allowing interviews with candidates when required, and
- Creating the possibility of signing an employment agreement with the retained candidate.
Article 4. Rights and obligations of the Recruiter
| 4.1 |
In compensation of the Recruitment services, the Recruiter agrees to pay the GoozUp fees and the Referral Reward to the Regional GoozUp Reseller whatever the nature of the employment agreement (temporary or for an undefined period). |
| 4.2 |
The Recruiter will use the Recruitment Services with due care, taking into account generally accepted business practices, the legitimate interests of GoozUp International as well as the available resources of the GoozUp website. |
| 4.3 |
The Recruiter will have the competence of selecting hardware and software and will commit itself to a configuration suiting the actual needs of the GoozUp website. |
| 4.4 |
The Recruiter will cooperate with GoozUp International and perform all obligations reasonably required to enable the proper functioning of the Recruitment Services with due care, taking into account generally accepted business practices. |
| 4.5 |
The Recruiter will refrain from posting jobs without the intention of hiring a candidate for this role or any misleading information on the GoozUp website. |
| 4.6 |
The Recruiter agrees to immediately inform GoozUp International (via legal@goozup.com) in case of candidate(s) or referrer(s) trying to circumvent GoozUp payment obligations. |
| 4.7 |
The Recruiter will immediately inform GoozUp International, proposed candidates and their respective referrers when a job posting is cancelled, through the GoozUp website. In case of such a cancellation, the Recruiter does not have the right to offer another Job to proposed Candidates unless the Recruiter agrees to pay a Reward equal or above the Reward of the initial Job. In such an event, the Recruiter will inform GoozUp International and the Referrer. |
| 4.8 |
The Recruiter is aware that he must, at any time, inform the Referrer and the proposed Candidate about the latest job details and when applicable on request. |
| 4.9 |
The Recruiter acknowledges that GoozUp International is not responsible for the quality of the Candidate regarding the job requirements as described by the Recruiter. Therefore GoozUp will give no guaranties what so ever on the suitability of the Candidate. |
| 4.10 |
The Recruiter must inform GoozUp International immediately (by emailing legal@goozup.com) but in any event within 24 hours when he believes that he is already aware of the identity of a proposed Candidate. When the identity is already revealed through the GoozUp website he must provide evidence clearly demonstrating he did not get this from a referrer. If he’s not capable in doing so GoozUp will act as if the candidate is hired through the GoozUp website. |
| 4.11 |
The Recruiter agrees to prevent itself from :
- sharing the password, that gives access to the GoozUp website, with others
- implying any other relationship with GoozUp International than is,
- providing false information about yourself or any entity that you represent,
- using the website for chain letters, spam, unwanted solicitations or bulk communications,
- sending, posting, or transmitting any content that is unlawful, illegal, harassing, defamatory, pornographic, abusive or threatening,
- harassing, intimidating, degrading or being hateful towards someone based on their religion, gender, sexual orientation, race, ethnicity, age or disability,
- impersonating any other person or entity, including, but not limited to a GoozUp International employee or a group moderator,
- misrepresenting its affiliation with any other person or entity,
- submitting large numbers of listings, referrals or content that disrupts communication on the GoozUp website,
- infringing any copyright, trademark, patent or other rights of another person or entity,
- automatically downloading data from the website via spiders, crawlers, robots or other data mining tools without GoozUp International consent or without complying with our robots.txt file,
- posting a listing instructing users not to refer or apply using GoozUp International’s tools,
- engaging in pyramid schemes, post deceptive bounties, leaving feedback for a different member account you control, or using the referrer feature to refer yourself,
- posting listings that offer multilevel marketing opportunities or requiring upfront fees, or
- offering, requesting or delivering illegal services or bounties
|
Article 5. Representations and Warranties
| 5.1 |
The Parties represent and warrant that :
- they have full power to enter into and perform their obligations under this Agreement and have taken all necessary action to that effect, and
- they have obtained and will maintain throughout the term of this Agreement, all rights, licenses, permissions and approvals, including all registrations in accordance with and as required by the applicable data protection legislation, which are necessar
|
| 5.2 |
The Recruiter represents and warrants that :
- it will perform its obligations under this Agreement in accordance with the standards of performance set forth herein,
- the software used to access the Recruitment Services does not infringe upon the proprietary rights of any third party, and
- it will use the Recruitment Services and procure that the users use the Recruitment Services in accordance to all applicable laws including but not limited to data protection and privacy laws.
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Article 6. Intellectual Property
6.1 Except as provided herein, all rights and interest in GoozUp International, the know-how, the documents, the tools and the software (together, the 'GoozUp International IP') employed, delivered or developed by GoozUp International as part of the Recruitment Services delivery vests in GoozUp International.
Article 7. Data Protection and privacy
| 7.1 |
Each Party will at all times throughout the term of this Agreement and as may otherwise be necessary, comply with the applicable provisions and obligations imposed by the applicable French legislation so far as they relate to the Recruitment Services and to the processing of personal data. |
| 7.2 |
The Recruiter will ensure that appropriate technical and organisational measures are taken against unauthorised or unlawful processing of data and against accidental loss or destruction of, or damage to, this data. It will adhere to any reasonable recommendation made by GoozUp International to ensure compliance with the measures described in this Section. |
| 7.3 |
GoozUp International will be the only owner of all the data entered by the users (candidates, referrers or recruiters) through the GoozUp website and will comply with the French and EU provisions relating to the conservation and the transfer of personal data. |
| 7.4 |
The Recruiter will not transfer personal data of candidates to any third party for purposes other than considering the candidates for the advertised job, without the written approval of the Candidate and GoozUp International. |
| 7.5 |
GoozUp International will not transfer Recruiter’s data to any third party except for legal obligations or in the case of a joint venture, merger or acquisition of GoozUp International. In addition, the Recruiter grants to GoozUp International the right to use job posting data for marketing purposes. |
| 7.6 |
The Recruiter agrees that data can be transferred outside of the EU. |
Article 8. Billing
| 8.1 |
All invoices are sent as an attachment in e-mail messages only. |
| 8.2 |
The Recruiter agrees to immediately Close the Application for the job on the GoozUp website and pay the Referral Reward plus the GoozUp fees in less than 14 days to the Regional GoozUp Reseller after receiving the invoice when :
- The Recruiter signs an employment agreement (temporary or for an undefined period) with a candidate proposed through the GoozUp website, or
- The candidate signs an employment agreement with a third party, other than the Recruiter, but with intermediate services from the Recruiter, resulting from a proposal on the GoozUp web site.
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Article 9. Exclusion of liability
| 9.1 |
GoozUp International excludes any warranties, undertakings or representations (either express or implied) to the full extent permitted under applicable law, that the website or (including without limitation) all or any part of the content or materials, accuracy, availability or completeness of the content of the website or any part of the content or materials are appropriate or available for use either in France or in other jurisdictions where we may provide our services. |
| 9.2 |
GoozUp International is not liable (including without limitation) in either contract, tort, negligence, statutory duty or otherwise (to the maximum extent permitted by applicable law) arising out of the use of or access to this website (which includes without limitation) any errors or omissions contained in the website or if the website is unavailable. |
| 9.3 |
GoozUp International shall not be liable for any direct or indirect:
- economic losses (including without limitation loss of revenues, data, profits, contracts, use, opportunity, business or anticipated savings),
- loss of goodwill or reputation,
- special, incidental, consequential loss or damage, or
- suffered or incurred arising out of or in connection with your use of the website and these terms and conditions.
|
| 9.4 |
Access to and use of the website is at the user's own risk and GoozUp International does not warrant that the use of the website or any material downloaded from it will not cause damage to any property, or otherwise minimize or eliminate the inherent risks of the internet including but not limited to loss of data, computer virus infection, spyware, malicious software, trojans and worms. GoozUp International accepts no liability in respect of losses or damages arising out of changes made to the content of the website by unauthorized third parties. |
| 9.5 |
In any case GoozUp International liability will not exceed 5.000 euros. |
Article 10. Confidential
| 10.1 |
This Agreement and all the information made available by either of the parties hereto to the other party pursuant to this Agreement is and shall remain confidential and no such information shall be divulged to any third party without the prior consent of the other parties thereto (other than to the Parties’ respective professional advisers, persons involved in an actual or proposed joint venture, merger or acquisition of GoozUp International and any other person if required by law or its enforcement). |
| 10.2 |
The parties hereto shall make those of its directors, employees and consultants who have access to such information aware of the provisions of this clause and shall procure the observance of the same by such directors, employees and consultants. |
| 10.3 |
The obligations contained in this Article 10 shall endure, even after the termination of this Agreement, without limit in point of time until such confidential information enters the public domain. |
Article 11. Term and Termination
| 11.1 |
This Agreement is entered into for an indefinite term. It can be terminated by either Party by giving 12 months prior notice effective as per the end of a calendar year. |
| 11.2 |
Notwithstanding this, a Party may terminate this Agreement if :
- the other Party commits a material breach of this Agreement which is not cured within thirty (30) days after notice reasonably describing such breach, provided that if such other Party works diligently and in good faith to cure such breach in accordance with this provision and such breach is not capable of being cured within thirty (30) days, it may have up to thirty (30) additional days to cure such breach if it demonstrates to the terminating Party's reasonable satisfaction that it is capable of curing such breach within the additional period,
- the other Party does no respect the payment terms as provided in Article 8,
- the other Party is under a process of bankruptcy, or
- if and as entitled to do so pursuant to another article of this Agreement.
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| 11.3 |
Upon termination, the Recruiter will return all GoozUp International IP and all other documents and software received from GoozUp International as part of the Recruiter Service delivery and will confirm that it has destroyed all copies thereof, subject to mandatory archival duties. |
| 11.4 |
During this termination period both parties fully respect the terms of this agreement. After the termination period the Recruiter will still respect the payment terms of this contract to all parties for revenues (hired candidates) received from agreements signed during the period of the contract. |
Article 12. Notice
12.1 Adresses
Any notice, claim or demand in connection with this Agreement or with any arbitration under this Agreement (each a notice) shall be sufficiently given to the recipient at its fax number, telex number or address or any other fax number, telex number or address notified to the sender by the recipient for the purposes of this Agreement and marked 'IMPORTANT LEGAL NOTICE'.
12.2 Form
Any notice shall be in writing in English and may be sent by messenger, telegram, telex, fax or registered mail (airmail in the case of international service). Any notice shall be deemed to have been received on the next working day in the place to which it is sent, if sent by telegram, telex or fax, or 60 hours from the time of posting, if sent by post.
Article 13. General
13.1 Whole agreement
This Agreement contains the whole agreement between the Parties relating to the subject matter of this Agreement at the date hereof to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement.
13.2 Survival of rights, duties and obligations
Termination of this Agreement for any cause shall not release a Party from any liability which at the time of termination has already accrued to another Party or which thereafter may accrue in respect of any act or omission prior to such termination.
13.3 Release etc.
Any liability to any Party to exercise, and no delay by it in exercising, any right, power or remedy in connection with this Agreement (each a right) shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or the exercise of any other right. Any express waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.
13.4 Waiver
No failure of any party to exercise, and no delay by it in exercising, any right, power or remedy in connection with this Agreement (each a Right) shall operate as a waiver of that Right, nor shall any single or partial exercise of any Right preclude any other or further exercise of that Right or the exercise of any other right. Any express waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.
13.5 Variation
No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the Parties.
13.6 Assignment
This Agreement is personal to the Parties and the rights and obligations of any of the Parties may not be assigned or otherwise transferred without the prior written consent of the other Parties except that GoozUp International may assign (part of) its rights and transfer (part of) its obligations to any Regional GoozUp Reseller without the consent of the Recruiter.
13.7 Further assurance
At any time after the date of this Agreement the Parties shall, and shall use all reasonable endeavours to procure that any necessary third party shall, at the cost of the relevant Party execute such documents and do such acts and things as that party may reasonably require for the purpose of giving to that Party the full benefit of all the provisions of this Agreement.
13.8 Invalidity
If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part under the law of any jurisdiction, the legality, validity or enforceability of such provision or part under the law of any other jurisdiction and the legality, validity and enforceability of this Agreement shall not be affected.
13.9 Costs
Each party shall bear all costs incurred by it in connection with the preparation, negotiation and entry into this Agreement and the documents to be entered into pursuant to it.
13.10 Governing law
This Agreement and the documents to be entered into pursuant to it, save as expressly referred to therein shall be governed by and construed in accordance with the law of the Netherlands.
13.11 Jurisdiction
All the parties irrevocably agree that the Dutch court of Amsterdam is to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and the documents to be entered into pursuant to it.
In witness whereof this Agreement has been duly executed by or on behalf of the Parties the day and year first above written.
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