1. IMPORTANT LEGAL NOTICE - BINDING AGREEMENT
1.1. THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE MWH WORKER) AND REFERENCES TO “YOU”, OR “YOUR” SHALL BE CONSTRUED ACCORDINGLY), AND MY WORK HISTORY (UK) LIMITED (A COMPANY REGISTERED IN ENGLAND AND WALES (WITH REGISTERED NUMBER 09091105) WHOSE REGISTERED OFFICE IS AT 57 LOWER CAMBRIDGE STREET, CASTLEFORD, WEST YORKSHIRE WF10 4AD ( firstname.lastname@example.org ) (“MWH”) AND REFERENCES TO “WE”, “US”, OR “OUR” SHALL BE CONSTRUED ACCORDINGLY). THESE TERMS (REFERRED TO AS “THE AGREEMENT” (AS FURTHER DEFINED HEREIN)) SET OUT THE TERMS UPON WHICH MWH MAKES AVAILABLE FOR ACCESS AND/OR USE THE MWHPLATFORM TO YOU, TOGETHER WITH ANY UPDATES, REPLACEMENTS, AND UPGRADES THERETO, AND IS INTENDED TO BE AND SHALL BE BINDING UPON YOU AND US.
1.2. THIS AGREEMENT CONTAINS LIMITATIONS ON THE PROMISES (OTHERWISE REFERRED TO AS “WARRANTIES”) WHICH WE GIVE TO YOU IN RESPECT OF THE MWHPLATFORM TOGETHER WITH ANY UPDATES, REPLACEMENTS, AND UPGRADES THERETO TO WHICH THIS AGREEMENT RELATES. THIS AGREEMENT ALSO CONTAINS LIMITATTIONS ON OUR LIABILITY TO YOU. BEFORE YOU ACCEPT THIS AGREEMENT IT IS IMPORTANT THAT YOU READ ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. BY CLICKING “ I ACCEPT” YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND THAT YOU AGREE THAT YOU ARE BOUND BY THEM. IF, FOR ANY REASON, YOU DO NOT WISH TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT ACCEPT THIS AGREEMENT.
1.3. This AGREEMENT IS based upon the premise that the mwh PLATFORM IS not sold but the LIMITED right to use IT is licensed to YOU in accordance with AND SUBJECT TO THE TERMS OF THIS AGREEMENT. Ownership of the mwhPLATFORM does not pass to YOU under any circumstances.
1.4. THIS AGREEMENT containS capitalised terms which are given specified meanings which are set out in clause 20 of thIS AGREEMENT. you should familiarise yourself with these terms and their meanings so that you understand the TERMS AND CONDITIONS OF THIS AGREEMENT properly.
2. Access & Use of the MWHPlatform
2.1. In order to access the MWHPlatform and to use the Services therein, you are required to create an Account which will contain certain Personal Information, which may vary based upon your use of the MWHPlatform. By continuing to use the MWHPlatform you represent and warrant that:
2.1.1. all information you submit is accurate and truthful; and
2.1.2. you will keep this information accurate and up-to-date.
2.2. Your creation of an Account is further affirmation of the representations and warranties given in sub-Clause 2.1.
2.3. It is recommended that you do not share your Account details, particularly your username and password. MWH accepts no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared Computer System, it is recommended that you do not save your Account details in your internet browser.
2.4. If you have reason to believe that your Account details have been obtained by another person without consent, you should contact MWH immediately to suspend your Account (email@example.com).
2.6. Subject always to and in accordance with the licence terms set out in Clause 4 below, and to you opening an Account, MWH hereby makes available for use by any MWH Worker, the MWHPlatform.
3. Substitutions and Modifications
3.1. MWH hereby reserves the right to make improvements, substitutions, modifications or enhancements to any part of the MWHPlatform at any time, provided always that this does not result in any material degradation in the functionality of the MWHPlatform.
3.2. Where relevant, any such improvements, substitutions, modifications or enhancements to the MWHPlatform shall be automatically made available to a MWH Worker via the MWHPlatform by MWH.
3.3. It is MWH’s intention that such improvements, substitutions, modifications or enhancements will not materially adversely affect the performance of the MWHPlatform. However, it is your responsibility to ensure that your Computer System remains compatible with the most current release, and you accept that MWH is not able to guarantee that the MWHPlatform will be backwards compatible with your own Computer System or operating system software or your browser software.
4. Licence to use the MWHPlatform
4.1. Subject to your compliance with this Agreement, from the Commencement Date, MWH hereby grants to each MWH Worker a worldwide, non-exclusive, non-transferable and non-assignable, royalty free licence during the Licence Term, to access and use the MWHPlatform for the sole purpose of creating and maintaining a Profile and finding employment.
4.2. The licence as granted pursuant to Clauses 4.1 of this Agreement shall only be exercisable by the MWH Worker subject to the additional restrictions set out in the remaining provisions of this Agreement.
4.3. Except as expressly required to be permitted by law, you shall not (and shall not attempt to nor allow any third party to or attempt to) adapt, alter, amend, modify, reverse, engineer, decompile, disassemble or decode the whole or any part of the MWHPlatform or translate the whole or any part of the MWHPlatform into another language.
4.4. Each MWH Worker warrants that it has in place (and shall continue to do so throughout the duration of this Agreement) adequate security measures to safeguard the MWHPlatform from theft or access by any third party.
4.5. A MWH Worker will not sell or release its effective control of the Computer System without first ensuring that any copy of the details of his Account related to the MWHPlatform have previously been deleted from the Computer System, and that the relevant storage medium has been overwritten to adequately prevent reconstruction of the Account details related to the MWHPlatform.
4.6. Each MWH Worker is strictly prohibited from and shall not sub-licence, rent, lease, transfer, sell, charge or assign access to the MWHPlatform for money or other consideration or free of charge.
4.7. Each MWH Worker shall, on termination of this Agreement for any reason, satisfy MWH that any copy of his Account details related to the MWHPlatform have been erased from the Computer System (and (whether authorised or not) any other computer system or storage medium on which any copy of his Account details related to the MWHPlatform have been stored by or on behalf of the MWH Worker) or destroyed, and that the MWH Worker has no ability to access the MWHPlatform.
5. Warranties of the MWH Worker
5.1. Each MWH Worker hereby warrants and represents to MWH:
5.1.1. at all times to comply with the security measures set out in Clause 4.4 of this Agreement;
5.1.2. not to (nor to allow any third party to) or attempt to copy, make error corrections or to otherwise modify and/or enhance the MWHPlatform, nor create derivative works based upon the MWHPlatform or any part of it;
5.1.3. not to create a Profile, or any part of it, which includes content which is obscene or vulgar;
5.1.4. not to create a Profile, or any part of it, that is unlawful or otherwise objectionable. This includes, but is not limited to, Profiles that include content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
5.1.5. not to create a Profile that includes content which is intended to promote or incite violence;
5.1.6. that he will be the sole author of any Profile, and all parts thereof, and that the same have not been created in the course of any employment;
5.1.7. that he will be the absolute and unencumbered legal and beneficial owner of all Intellectual Property Rights in and to any Profile created;
5.1.8. that his Profile or any part thereof, will be original to the MWH Worker, and will not infringe any Intellectual Property Right of any third party in any part of the world howsoever arising; and
5.1.9. that copyright in his Profile or any part of it will be valid and subsisting pursuant to the laws of the United Kingdom.
5.2. Notwithstanding any other rights or remedies available for breach of warranty, in relation to each of the warranties given in Clauses 5.1.3 to 5.1.9, MWH hereby reserves the right to delete any Profile, which in the absolute discretion of MWH, is in breach of any or all of those warranties.
6. Warranties of MWH
6.1. MWH warrants that it shall use commercially reasonable efforts to make the MWHPlatform generally available for use on a 24/7 basis except for:
6.1.1. Planned Maintenance Periods – Whereby MWH shall use reasonable endeavours to schedule (to the extent reasonably practicable) hours from 22:00 GMT to 04:00 GMT;
6.1.2. Emergency Maintenance Periods – Whereby MWH shall use all reasonable endeavours to restore the MWHPlatform as soon as reasonably practicable (regard being had to the cause of the disruption or failure).
6.2. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED WITHIN THIS AGREEMENT, MWH DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, CONDITIONS AND STIPULATIONS WHETHER EXPRESSED OR IMPLIED, STATUTORY, CUSTOMARY OR OTHERWISE TO THE FULLEST EXTENT PERMITTED BY LAW, AND THE EXPRESS WARRANTIES CONTAINED WITHIN THIS AGREEMENT ARE IN LIEU OF ALL OBLIGATIONS AND LIABILITIES ON THE PART OF MWH FOR DAMAGES ARISING OUT OR IN CONNECTION WITH THE MWHPLATFORM, IN PARTICULAR, YOU WARRANT THAT YOU HAVE ASSESSED FOR YOURSELF THE SUITABILITY OF THE MWHPLATFORM FOR YOUR REQUIREMENTS AND ACCEPT AND AGREE THAT MWH DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE MWHPLATFORM WILL BE FIT FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT MADE KNOWN TO MWH) OR THAT THE USE OF THE MWHPLATFORM WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY ERRORS FOUND IN THE MWHPLATFORM CAN BE CORRECTED. YOU ACKNOWLEDGE THAT THE EXISTENCE OF ERRORS IN THE MWHPLATFORM WILL NOT CONSTITUTE A BREACH OF THIS AGREEMENT.
7. Services Generally
7.1. MWH does not make any representation whatsoever about any Advertisement accessed either on, by virtue of or by way of any links from the Website.
7.2. MWH shall not be responsible for any failure to provide the Services, or unavailability of the Website, as a result of circumstances beyond its reasonable control.
7.3. The MWH Worker accepts that MWH shall not be liable for any failure to provide the Services (or any part thereof) as a result of the MWH Worker's failure to comply with this Agreement.
7.4. The MWH Worker agrees to provide MWH, in such a format as MWH may request, any information necessary to enable MWH to provide the Services. In any event, MWH shall not be obliged to provide the Services until the MWH Worker has supplied MWH with the information, necessary to provide those Services.
8. Jobs by e-Mail Service
8.1. Under the Jobs-By-e-Mail Service, relevant e-Mails are sent at least once a day to MWH Workers with Profiles matching posted or renewed vacancies, and each such e-Mail will contain a limited listing of live vacancies posted or renewed since the last Email sent to the MWH Worker and matching the MWH Worker's Profile.
8.2. The MWH Worker accepts that MWH cannot guarantee the number of vacancies distributed via the Jobs-by-Email Service, and that no obligations are imposed on MWH in this regard, nor is any guarantee given by MWH that any MWH Worker will successfully obtain employment.
9.1. The Services are subject always to any instructions from a MWH Worker that his or her details should or should not be made available to a MWH Client, and MWH will only make available or supply copies of Profiles which have been received by MWH for distribution to MWH Clients of MWH solely for the purpose of securing suitable employment for the MWH Worker.
9.2. In his absolute discretion, any MWH Worker shall be permitted to provide his Account details to any employee of HM Prison Service or any similar service in the United Kingdom, for the sole purpose of updating and maintain his Profile whilst imprisoned, or detained by the same.
9.3. Subject always to any instructions from a MWH Worker to the contrary, MWH will make available or supply copies of all Profiles which have been received by MWH and/or information concerning any positions applied for by a MWH Worker, to the Department of Work and Pensions, or other similar governmental body.
9.4. The Profile On-Line Service will (under normal circumstances) be available to MWH Clients at all times, and will allow MWH Clients access to all distributable Profiles on the MWHPlatform.
9.5. MWH cannot guarantee the minimum number of times a Profile will be viewed by or distributed to MWH Clients on any given day.
9.6. MWH will use all reasonable endeavours to ensure that Profiles and/or updated Profiles are made available to MWH Clients via the Profile On-Line Service, within one hour of the receipt by MWH of the Profile or the updated Profile from a MWH Worker.
9.7. MWH may, in its discretion and without notice, report improper or illegal use of Profiles or the Services by the MWH Worker to MWH Clients.
9.8. Each MWH Worker hereby undertakes to ensure that:
9.8.1. their Profile or any part of it, stored and saved on the MWHPlatform is a true, upto date and accurate reflection of their education, employment, and training history, and that their personal details are correct; and/or
9.8.2. in respect of any Profile submitted by the MWH Worker which contains the name of any living person by which any living person is or can be identified, the MWH Worker has obtained the authority of such living person to make use of such name.
10. Intellectual Property Rights in the MWHPlatform
10.1 Except as expressly set out in this Agreement, a MWH Worker shall have no rights in respect of the Intellectual Property Rights subsisting in respect of the MWHPlatform as supplied to a MWH Worker under or in connection with this Agreement, and which is owned by (or used under licence by) MWH, and each MWH Worker hereby acknowledges that all such Intellectual Property Rights are and shall remain vested or controlled by MWH (or its third party licensors).
10.2 MWH Workers will not modify or delete any proprietary marks on or in respect of the MWHPlatform supplied to the MWH Worker under or in connection with this Agreement.
11. Intellectual Property Rights in Profiles
11.1 In consideration of the provision of the Jobs by e-Mail Service and the Profiles On-Line Service, each MWH Worker assigns (by way, (in respect of each Profile), of assignment of future copyright under s.91 of the Copyright Designs and Patents Act 1988 (as amended from time-to-time) to MWH with full title guarantee for the entire duration of such rights (together with any and all reversions, extensions and renewals):
11.1.1 any and all copyright for all purposes throughout the world together with any and all other Intellectual Property Rights of whatever nature and howsoever arising in any part of the world whether existing or coming into existence at any time in the future in and in relation to any Profile, or part thereof, created by the MWH Worker;
11.1.2 any and all rights, rights of action and/or powers arising or accrued at any time prior to the date of this assignment in or in relation to any of the rights set out in Clause 11.1.1 including but not limited to the right to sue for damages and other remedies for any infringement of the said rights
to hold the same to MWH absolutely for its own benefit.
11.2 A MWH Worker, being the sole author of his Profile, hereby waives absolutely his moral rights arising under Chapter 4 of the Copyright, Designs and Patents Act 1988 and, so far as is legally possible, any broadly equivalent rights he may have in any territory of the world.
11.3 Each MWH Worker shall do or procure to be done all such further acts and things, and execute or procure the execution of all such other documents, as MWH may from time-to-time reasonably require in order to give MWH the full benefit of this Agreement, whether in connection with any registration of title or other similar right or otherwise.
12. Confidential information
12.1 The Receiving Party shall:
12.1.1 keep the Confidential Information confidential;
12.1.2 not disclose the Confidential Information to any person, other than in accordance with Clauses 12.2 to 12.5, unless it first obtains the Disclosing Party’s written consent; and
12.1.3 not use the Confidential Information for any purpose other than the performance of its obligations under this Agreement.
12.2 During the Licence Term, MWH may disclose Confidential Information to its employees, permitted sub-contractors and to its third party licensors to the extent reasonably necessary (in MWH’s discretion) for the purposes of performing its obligations and/or exercising its rights under or in connection with this Agreement.
12.3 The Receiving Party may disclose Confidential Information to its employees and/or sub-contractors strictly to the extent necessary for performing its obligations and/or exercising its rights under or in connection with this Agreement.
12.4 The Receiving Party shall ensure that each person who receives Confidential Information pursuant to Clauses 12.2 or 12.3 (a “Recipient”) is made aware of and complies with all the Receiving Party’s obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement.
12.5 The Receiving Party may disclose Confidential Information where disclosure is required by law, by a court of competent jurisdiction or by a regulatory body with authority over its business, provided that the Receiving Party gives the Disclosing Party at least 5 Business Days’ notice of the disclosure.
12.6 The obligations contained in Clauses 12.2 to 12.5 of this Agreement do not apply to Confidential Information which:
12.6.1 is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or any Recipient;
12.6.2 can be shown from written records of the Receiving Party and (in any event) to the reasonable satisfaction of the Disclosing Party to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party; or
12.6.3 subsequently comes lawfully into the possession of the Receiving Party from a third party.
12.7 These obligations of confidentiality will survive termination of this Agreement.
13. Limitations of Liability
13.1 THIS CLAUSE 13 CONTAINS IMPORTANT PROVISIONS WHICH ACT TO SET AND PLACE LIMITS ON MWH’S LIABILITY UNDER THIS AGREEMENT TO MWH WORKERS AND OTHER PARTIES. IN SOME CASES, MWH ALSO COMPLETELY EXCLUDES CERTAIN TYPES OF LIABILITY. BY ENTERING INTO THIS AGREEMENT YOU AGREE TO BE BOUND BY ITS TERMS AND EXPRESSLY AGREE TO THE FOLLOWING LIMITATIONS AND EXCLUSIONS OF OUR LIABILITY TO THE MAXIMUM EXTENT THEY ARE PERMITTED BY APPLICABLE LAW.
13.2 Notwithstanding anything to the contrary in this Agreement neither Party’s liability to the other Party:
13.2.1 for death or personal injury caused by the negligence of the Party in default, its employees, agents or sub-contractors;
13.2.2 due to any breach by either Party of conditions as to title or warranty as to quiet possession to the extent (if at all) implied by applicable law; or
13.2.3 for fraud (including fraudulent misrepresentation),
shall be limited (but nothing in this Clause confers any right or remedy upon the Party not in breach to which it would not otherwise be entitled).
13.3 Except as otherwise expressly stated in this Agreement, Clauses 13.4 to 13.5 of this Agreement set out MWH’s entire liability (including liability for the acts or omissions of its employees, agents or sub-contractors) to the MWH Worker in respect of:
13.3.1 any breach of its contractual obligations arising under or in connection with this Agreement; and
13.3.2 any representation, statement, negligence, breach of statutory duty or other tortious act or omission arising under or in connection with this Agreement.
13.4 Subject to the maximum extent permitted by law, MWH will not be liable to any MWH Worker for any claim in respect of:
13.4.1 pure economic loss including:
18.104.22.168 profits (whether direct or indirect);
22.214.171.124 anticipated savings;
126.96.36.199 business opportunities;
188.8.131.52 wasted or lost management or employees’ time;
184.108.40.206 loss or corruption of data;
13.4.2 any failure to secure employment (whether caused by the negligence of MWH, its employees or agents);
13.4.3 any delay, costs, expenses, loss, damage or liability (including without limitation as a result of any hardware failure, provision or use of software, virus, deletion, corruption, loss or removal of data) howsoever caused arising from any matter beyond the reasonable control of MWH or as a result of the acts or omissions of the MWH Worker;
13.4.4 any loss or damage whatsoever howsoever caused arising out of the negligence, dishonesty, misconduct, breach of faith, incompetence, or the wrongful disclosure of confidential information by any MWH Client. It is for each MWH Worker to satisfy himself as to the integrity and reliability of all vacancies accessed via the MWHPlatform; and/or
13.4.5 any special, consequential, punitive or indirect loss, whether or not MWH has been advised of the likelihood of such loss.
13.5 Subject to clause 13.2 of thIS AGREEMENT, MWH’s maximum liability under or in connection with this AGREEMENT whether in contract, tort or otherwise, will not exceed the sum of £1,000,000.00 (One million pounds sterling).
14. Independent Contractor
It is understood that each Party is acting as an independent contractor and not in any way as an agent or representative of the other. Neither Party has authority to bind or speak for the other Party except as may be specified in writing from time-to-time.
15.1 MWH and you shall (respectively) immediately become entitled (without prejudice to its other rights in law or equity or under this Agreement) to terminate this Agreement immediately by notice in writing to the other (the “Defaulting Party”) if the Defaulting Party:
15.1.1 is in breach of its obligations under this Agreement and (in the event of a breach which is capable of remedy) fails to remedy the same within 28 Business Days of receiving written notice requiring such remedy; or
15.1.2 is involved in any legal proceeding concerning its solvency, or commences liquidation (except for the purpose of reconstruction) or ceases or threatens to cease trading, or if serious doubt arises as to its solvency.
15.2 MWH shall be entitled to terminate this Agreement on the death of the MWH Worker and/or in circumstances where the MWH Worker has not accessed his Account for a period of 12 months.
15.3 In the event that he wishes to cease using the MWHPlatform, the MWH Worker will be entitled to terminate this Agreement subject to giving 7 days’ notice of such termination to MWH.
16. Consequences of Termination
On termination of this Agreement for whatever reason you will permanently delete any copy of your Account details related to the MWHPlatform from your Computer System and/or any other computer system under your control or other storage medium to which copies have been stored by or on behalf of you, and that the relevant storage medium has been overwritten to adequately prevent reconstruction of the Account details related to the MWHPlatform;
17. Force Majeure
Neither MWH nor you (respectively) shall be liable for total or partial failure to perform its obligations in this Agreement during any period in which its performance is prevented or hindered by circumstances beyond its reasonable control.
18. Choice of Law and Jurisdiction
18.1 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.
18.2 The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
19.1 This Agreement forms the entire agreement between MWH and you on its subject matter, and supersedes without limitation, all previous contracts, arrangements, representations (other than fraudulent misrepresentations) or understandings between MWH and you, in each case, whether written, arising from custom or oral. Each of MWH and you acknowledge that this Agreement has not been entered into wholly or partly in reliance on any statement, promise or representation made by or on their behalf other than those made fraudulently.
19.2 In the event that any of the terms and conditions of this Agreement is judged to be in whole or in part illegal or unenforceable for any reason the remainder of the terms and conditions of this Agreement will continue in full force and effect.
19.3 No delay or failure by either Party in enforcing its respective rights will prejudice or restrict the rights of the Party, and no waiver of any such rights, or of any breach of any contractual terms, will be deemed to be a waiver of any other right or of any later breach.
19.4 You are prohibited from assigning, transferring, sub?contracting, mortgaging, charging or otherwise parting with this Agreement or any right or obligation under it without the prior written consent of MWH, such consent not to be unreasonably withheld or delayed.
19.5 MWH and you do not intend that any part of this Agreement will be enforceable by virtue of law or otherwise (established by statute, precedent, common law, custom or otherwise) by any person not a party to it.
19.6 MWH reserves the right to change the MWHPlatform, its content or this Agreement at any time. You will be bound by any changes to this Agreement from the first time you use the MWHPlatform following the changes. If MWH is required to make any changes to this Agreement by law, these changes will apply automatically.
19.7 Any notice given under this Agreement by either Party to the other must be in writing and delivered:
19.7.1 (in the case of MWH) to the postal or e-mail address set out in Clause 1.1 of this Agreement; and,
19.7.2 (in the case of the MWH Worker) to any address given in the Account details,
and must be effected by:
19.7.3 personal delivery; or
19.7.4 courier; or
19.7.5 registered mail; or
and will be deemed to have been given in the case of:
19.7.7 registered mailing, three (3) Business Days after the date of mailing;
19.7.8 e-mail, when a written acknowledgement is received by the sender; or
19.7.9 personal delivery or courier, at the time of delivery.
20. Definitions and Interpretation
20.1 The following words shall have the following meanings in this Agreement:
“Account” means collectively the Personal Information, and credentials used by a MWH Worker to access the MWHPlatform. Such Account being created via the Website.
“Advertisement” means any advertisement including display advertisements, corporate brochures, logo buttons, sponsorship banners, homepage banners, and/or any page(s) of MWH Client advertising together with any other form of advertisement as shall appear on the Website from time-to-time.
"Agreement" means the terms and conditions set out in this agreement and any documents expressly mentioned therein.
“App” means the self-contained program or piece of software downloaded by a MWH Worker to a mobile device, to enable access to the MWH Platform.
“Business Day” means any day other than Saturday, Sunday, bank or other public holiday in England and Wales.
“Commencement Date ” means the date on which the MWH Worker has agreed to be bound by this Agreement by accepting its terms.
“Computer System ” means the computer, tablet, mobile device or other access device from which the MWHPlatform is to be accessed by a MWH Worker.
“Confidential Information ” means all information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one Party to this Agreement (“the Disclosing Party”) to the other Party to this Agreement (“the Receiving Party”) whether before or after the date of this Agreement including any information relating to the Disclosing Party’s products, operations, processes, plans or intentions, product information, Intellectual Property Rights, market opportunities and business affairs or those of its licensees, clients or other contacts.
“Intellectual Property Rights ” means all intellectual and industrial property rights including patents, know?how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, business names (including internet domain names and email addresses), unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions.
“Jobs-by-e-Mail Service” means the service which matches a MWH Worker’s Profile to job vacancies as published on the MWHPlatform by MWH Clients, and sends details of those matched job vacancies via e-Mail to MWH Workers who have subscribed to this service.
“Licence Term” means the duration of the permission to use the MWHPlatform which commences on the Commencement Date and will terminate in accordance with the terms of this Agreement.
“MWH” means My Work History (UK) Limited (Company No. 09091105) whose registered office is at 57 Lower Cambridge Street, Castleford, West Yorkshire WF10 4AD.
“MWH Client” means the person(s) who have agreed to be bound by the MWH Client Terms & Conditions of Business for access and use of the MWHPlatform.
“MWHPlatform” means the proprietary computational platform developed and made by MWH for use by MWH Workers and MWH Clients, as hosted at www.myworkhistory.co.uk (or such other URL as notified by MWH from time-to-time) together with (as relevant):
· the App (including all underlying operating system and applications software) which is made available by MWH for the purposes of providing access to the MWHPlatform; and
· the data centre infrastructure (including hardware and operating and/or applications software) which is operated and/or controlled by or on behalf of MWH in order to make the App (as described) and the WebSite available over an internet or similar connection.
“MWH Worker” means a person who uses the MWHPlatform for the purpose of maintaining a Profile and finding employment.
“Parties” shall mean you and MWH, and “Party” shall mean either one of them.
“Profile” means the details of a MWH Worker's education, training, skills, employment experience and verified references which are provided to MWH via the MWHPlatform by a MWH Worker and/or a MWH Client for distribution to MWH Clients with a view to securing employment for MWH Workers.
“Profile On-Line Service” means a service which enables MWH Clients to search for and view Profiles on-line using various search criteria, and to select MWH Workers for interview with the intention to seek their employment.
“Services” means the services which MWH has agreed to provide to MWH Clients, and the services which are made available for use by MWH Workers all via the MWHPlatform, from time-to-time, and shall include but not be limited to the Jobs-by-e-Mail Service, and the Profile On-Line Service.
“Website” means the website hosted as www.myworkhistory.com via which access can be gained to the MWHPlatform by MWH Workers and MWH Clients, as applicable.
20.2.1 The index and headings to the Clauses of this Agreement shall not affect its construction.
20.2.2 Where the context so requires or admits, the masculine shall include the feminine and the neuter and the singular shall include the plural and vice versa.
20.2.3 Any reference in this Agreement to a clause is a reference to a clause of this Agreement.
20.3 Any reference to a statute or statutory provision shall be construed as a reference to the same as from time-to-time amended, consolidated, modified, extended, re-enacted or replaced.
20.4 Any phrase in this Agreement introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrating and will not limit the sense of the words preceding that term.
20.5 Any obligations on a Party not to do or omit to do anything includes an obligation not to allow that thing to be done or omitted by a third party and to the extent this Agreement does not prohibit the sub-contracting of any obligations on a Party, then that Party who agrees to do something will be deemed to fulfil that obligation if that Party procures that it is done.