INCLUSIVE.IO / SBOJ.COM Online Terms of Use
Effective September 2024
1. General
1.1 INCLUSIVE.IO LTD company number 13736323 (INCLUSIVE.IO, we, our or us) offers, via the INCLUSIVE.IO & SBOJ.COM websites as available from time to time (Website), a digital recruiting platform through which recruiters can help employers finding the right candidate for the job (Service).
1.2 The following terms and conditions (Terms of Use), together with our privacy policy (Privacy Policy), cookie policy (Cookies Policy), and our website terms of use (Website Terms of Use) as available from time to time on the Website, (jointly the Agreement) govern your use of the Service, of the Website and of any related content. The Agreement constitutes the entire agreement between us, and you. If there is any conflict between the Terms of Use and the Privacy Policy, Cookie Policy, or Website Terms of Use, the Terms of Use shall prevail.
1.3 If you access or use the Service you acknowledge that you have read, and that you understand and agree to be bound by the Agreement in its entirety without limitation or qualification. If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
1.4 Certain areas of the Website and your access to or use of certain aspects of the Service may have different terms and conditions, standards, guidelines, or policies posted or may require you to accept additional terms and conditions (jointly Additional Terms). If there is a conflict between the Terms of Use and any Additional Terms, the Additional Terms will take precedence with respect to your use of or access to that area of the Service.
1.5 If you do not agree to the terms of this Agreement, you have no right to start or continue using the Service.
2. Interpretation
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity. Control shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Applicable Legislation means the Equality Act 2010, the Employment Agencies Act 1973, the Conduct of Employment Agencies and Employment Businesses Regulations 2003, SI 2003/3319 and all other applicable legislation regarding the private recruitment of workers.
Candidate(s) means the job candidates that have given consent to a Recruiter to share their profile through the Platform.
Candidate Profile means the information about a Candidate’s professional history and qualifications as made available by each Recruiter through the Platform. Candidate Profile may include some other personal information about the Candidate but only to the limited extent that such information is relevant for the type of post/assignment/position the Candidate has express interest into.
Employer(s) means the individuals and organizations looking for job candidates within the Candidates’ selection made available by Recruiters through the Platform.
Employer Requirements means the requisites and qualifications requested by an Employer in relation to a specific job posting.
Fees means the fees for the Service as specified on the Website.
Job Posting means the advertisement, created by the Employer and shared/posted/published through the Platform, of a future or immediate job opening within the Employer’s business/organisation. It shall include Job Posting regarding job opening within an Affiliate business/organisation.
Recruiter(s) means the individuals and organizations offering a selection of candidates through the Platform.
Platform means the digital platform made available on the Website to facilitate Recruiters in delivering their service to Employers.
Protected Characteristics means the characteristics regarding an individual as detailed by the Equality Act 2010. The protected characteristic shall include: age; disability; gender reassignment; marriage and civil partnership; pregnancy and maternity; race; religion or belief; sex; sexual orientation.
Matching Tool means INCLUSIVE.IO & SBOJ.COM’s software embedded in the Platform that allows a rapid but accurate matching between Candidates’ profiles and Employer Requirements.
3. Employers – Use of the Service
3.1 In consideration for the use of the Service, the Employer agrees to:
a) register for the Service on the Website;
b) pay the Fees in accordance with INCLUSIVE.IO's invoicing policy; and
c) use the Service in accordance with the terms of the Agreement.
4. Recruiters – Use of the Service
4.1 In consideration for the use of the Service, the Recruiter agrees to:
a) register for the Service on the Website;
b) pay the Fees in accordance with INCLUSIVE.IO's invoicing policy; and
c) use the Service in accordance with the terms of the Agreement.
5. Registration
5.1 To use the Service, you must register on our Website and create an INCLUSIVE.IO or SBOJ.COM account (Account). In using our Service, you agree to provide us with current, accurate and complete information as part of your registration and you will update us of any changes to ensure such information remains current, accurate, and complete. We will create you an Account based upon the personal information you provide to us.
5.2 You acknowledge and agree:
a) not to do anything which would assist an unauthorised access or use of the Service;
b) not to create registration accounts for the purpose of abusing the functionality of the Service;
c) not to pass yourself off as another user;
d) to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions; and
e) notify us immediately if you become aware of any unauthorised use of your password or account identifiers by others.
5.3 We reserve the right to terminate or suspend your Account and deny you access to the Service should you violate this Agreement, including but not limited to, by creating more than one account, or providing inaccurate, fraudulent, not current, incomplete information.
6. Account Owner
A person who registers for an Account with us is the owner of that Account and of the licence associated with it to access and use, pursuant to the terms of this Agreement, the Service (Account Owner).
7. Authorised Users
7.1 As an Account Owner you may, subject to the terms of this Terms of Use and of paragraphs 7.2 and 7.3 below, grant to third parties (Authorised Users) a limited authorisation to access and use the Service provided that any such Authorised User will agree and undertake the obligations and limitations set forth in the Agreement.
7.2 You shall not authorise a third party to sub-licence access or use of the Service. The Account Owner is the only person allowed to choose Authorised Users. Any such use of the Service by an unauthorised third party will be under your exclusive liability.
7.3 You acknowledge, undertake and agree that:
a) you determine who is an Authorised User and, within your subscription, what degree of access and what types of use of the Service that Authorised User has;
b) you will make sure that all Authorised Users are fully aware of the terms of the Agreement and that they are bound by these terms;
c) you accept full liability for all Authorised Users’ use of the Service;
d) you will control each Authorised User’s degree of access to the Service;
e) it is your responsibility to revoke or change an Authorised User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Authorised User or shall have that different level of access, as the case may be; and
f) if there is any dispute between you and an Authorised User regarding access to or use of the Service, you shall decide what use of, access or level of access to the Service that Authorised User shall have, if any.
7.4 You select Authorised Users at your own risk, to the fullest extent available under applicable law we disclaim any liability deriving in any way from an Authorised Users use of the Service.
8. Intellectual Property Rights
8.1 For the purpose of this Terms of Use, intellectual property rights are patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade-marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world (IPRs).
8.2 You acknowledge that, except for duly licensed content, INCLUSIVE.IO is the sole owner of all IPRs in the Service (including the Platform and Matching Tool), Website and underlying software and all such rights are reserved. You will not remove or conceal any proprietary rights notice in the Website, Platform or Service or in any content available on the Website, Platform or through the Service, and you will include such notices on any copy you are permitted to make.
8.3 Unless previously authorised in writing by INCLUSIVE.IO, you shall not, with regards to any content accessible from our Website, Platform or through our Service, do any of the acts restricted by copyright, as defined in the Copyright, Designs and Patents Act 1988 (CDPA), as amended, extended or re-enacted from time to time and including all subordinate legislation made from time to time under the CDPA.
9. Licence - Employers
In consideration for your purchase of the Service, INCLUSIVE.IO grants you a non-transferable, non-exclusive right, with limited right to sub-license as established in clause 7 above, to access and use the Website and Service solely for the purpose of advertising Job Postings and to be in contact with Recruiters to discuss Candidate profiles, Job Postings, Employer Requirements and to find Candidates through the Platform pursuant to the terms of this Terms of Use.
10. Licence - Recruiters
In consideration for your registration to use the Service, SBOJ.COM grants you a non-transferable, non-exclusive right, with limited right to sub-license as established in clause 7 above, to access and use the Website and Service solely for the purpose of advertising Candidate Profiles and to be in contact with Employers to discuss Candidate profiles, Job Postings, Employer Requirements and to help Employers find Candidates through the Platform pursuant to the terms of this Terms of Use.
11. Prohibited Use
11.1 You agree and undertake not to misuse the Service, Website or Platform for example, by accessing or interfering with it or using a method other than the interface and the instructions that we provide. In particular, you may not do any of the following while accessing or using the Service, Website or Platform:
a) access, tamper with, or use non-public areas of the Service, Website or Platform, INCLUSIVE.IO or SBOJ.COM’s computer systems, or the technical delivery systems of INCLUSIVE.IO or SBOJ.COM’s providers;
b) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
c) damage or alter the Service, Website, Platform or any other system, communication network, device or property;
d) interfere with, disrupt or attempt to gain unauthorised access to the servers or networks connected to the Service, Website or Platform or violate the regulations, policies or procedures of such networks;
e) access or search or attempt to access or search the Service, Website or Platform by automated means or otherwise. Crawling and scraping the Service, Website or Platform is expressly prohibited;
f) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service, Website or Platform to send altered, deceptive or false source-identifying information;
g) interfere with, or disrupt, or attempt to do so, the access of any Account Owner or Authorised User host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, Website or Platform, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Service, Website or Platform;
h) attempt to disassemble, reverse engineer or reserve compile or otherwise reduce to human-perceivable form any of the Service, Website or Platform;
i) store, distribute or transmit anything through our Service, Website or Platform that is unlawful, dishonest, fraudulent, libellous, harmful, defamatory, obscene, harassing or racially or ethnically offensive, discriminatory based on gender, religious belief, race, sexual orientation; or in any way breaches the law, statute, regulation standards, or codes of practise of any relevant authority, including any Applicable Legislation;
j) post on or through the Service, Website or Platform any false or inaccurate Job Posting, Candidate Profiles or related information;
k) harass, stalk, or otherwise subject any individual to unwanted or inappropriate contact;
l) make any changes, additions or deletions to any Job Posting without the express written authorisation of the Employer who initially published it on the Platform;
m) use the Service, Website or Platform in a way that infringes any copyright, trademark or other proprietary rights, irrespective of whether the relevant right belongs to INCLUSIVE.IO, SBOJ.COM or to a third party.
11.2 Furthermore, you acknowledge, warrant and undertake not to:
a) license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit, outside of the authorised use allowed by this Terms of Use, the Service, Website or Platform;
b) access or use the Service, Website or Platform in order to build a similar or competitive service;
c) allow or assist others into creating a similar or competitive service using or accessing the Service, Website or Platform;
d) except as expressly authorised in the Terms of Use (or in a separate written agreement with us), copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Service, Website or Platform; and
e) remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) that may be contained in, or displayed in connection with, the Service, Website or Platform.
12. Your Content
12.1 To provide the Service, we allow you to upload, post, submit, transmit and in any way share information via our Platform or Website (Your Content). Some of Your Content may be visible to others Account Owners or Authorised Users, but we will always make it clear to you when it does. You may be allowed to post feedback, comments, questions or other information through the Service.
12.2 While using the Service you are solely responsible for Your Content and you represent and warrant that you own all the necessary rights (including but not limited to IPRs) or are duly licensed to use, copy, reproduce, modify, translate, publish, transmit, distribute, upload, display, disseminate or otherwise use or exploit Your Content.
12.3 You grant INCLUSIVE.IO and/or SBOJ.COM a non-exclusive, fully paid-up, worldwide license to use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, upload, display, disseminate and otherwise use Your Content in connection with the Service, pursuant to the term of this Terms of Use.
12.4 You shall abide by all copyright notices, trademark rules, information, restrictions and property notices contained in any content accessed through the Service, Website, or Platform and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any content or third-party submissions not owned or licensed to you.
2.5 INCLUSIVE.IO and/or SBOJ.COM reserve the right to remove any content (including Your Content) from the service at any time at its own discretion.
12.6 You acknowledge that on the Website and Platform and trough the Service there may be content created, provided and uploaded by third parties. Such content may be offensive, indecent or objectionable or inaccurate, and you bear all risks associated with using that content. You may access those content at your own risk. INCLUSIVE.IO and/or SBOJ.COM does not assume, any obligation to monitor or remove any postings or other information or communication submitted by you or any other user of the Service, Website or Platform.
12.7 To the fullest extent available under applicable law, INCLUSIVE.IO and/or SBOJ.COM disclaims all liabilities in any way arising in connection with content uploaded, posted or shared by users of Service, Website or Platform.
13. Submissions – Employers
13.1 Subject to clause 12 above, Employers may post or share through the Platform details of Job Postings.
13.2 The Employer warrants and undertakes:
a) to take exclusive responsibility for each Job Posting;
b) to comply with clause 15 below and, in any case, not publish, post, or in any way disseminate through the Service, Website or Platform Employment Requirements that may discriminate against an individual or a group of individuals pursuant to the Equality Act 2010 or any equivalent applicable legislation;
c) not to otherwise use the Service in a way that may lead to discrimination against an individual or group of individuals; and
d) to comply at all times with Applicable Legislation.
14. Submissions – Recruiters
14.1 Subject to clause 12 above, Recruiters may post or share through the Platform Candidate Profiles.
14.2 The Recruiter warrants and undertakes:
a) to take exclusive responsibility for each Candidate Profiles;
b) to comply with clause 15 below and, in any case, not to use the Service in a way that may lead to discrimination against an individual or group of individuals pursuant to the Equality Act 2010 or any equivalent applicable legislation;
c) to comply at all times with Applicable Legislation.
15. Discrimination
15.1 Please be aware that it is against the law to discriminate against anyone because of a Protected Characteristics of the individual.
15.2 While using our Service, Website or Platform, you warrant and undertake to comply at all times with all Applicable Legislation and not to:
a) discriminate against anyone because of a Protected Characteristic;
b) ask candidates about ‘protected characteristics’ or whether they are married, single or in a civil partnership, have children or plan to have children;
c) ask candidates about health or disability, unless there are necessary requirements of the job that cannot be met with reasonable adjustments; or if you are finding out if someone needs help to take part in a selection test or interview; and
d) to share a candidate’s date of birth with Employers unless you have the previous consent of the individual and the disclosure is necessary for some specific requirements of the job (e.g. selling alcohol).
16. Exchange of Candidate Personal Information
16.1 The Recruiter warrants and guarantees to:
a) share personal information regarding Candidates with Employers, while using the Service, only if previously authorised to do so by the individual candidate; and
b) to comply at all times with applicable data protection laws and regulations.
16.2 To the fullest extent available under applicable law, INCLUSIVE.IO and/or SBOJ.COM disclaim all liabilities deriving or originating from the exchange of Candidates’ personal information
17. Modifications to Your Content
You agree that anything that you post or otherwise share through the Service, Website or Platform may reviewed, flagged, filtered, modified, refused or removed as a whole or in part should we determine, in our absolute discretion, that such content is in violation with any provision of the Agreement or any Applicable Law.
18. Third-Party Services
18.1 INCLUSIVE.IO and/or SBOJ.COM may provide the opportunity for you to interface the Service, Website or Platform to one or more third-party products and services (Third-Party Products and Services) or simply to access Third-Party Products and Services via a link available through the Service, Website or Platform.
18.2 You decide whether you want to:
a) interface, and with which Third-Party Products and Services you want to interface. Your explicit consent and authorisation is required for this interface and is revocable by you at any time;
b) access the Third-Party Products and Services.
18.3 Once your consent is given for interfacing with a particular Third-Party Product and Service or if you decide to access a Third-Party Product and Service via a link available on the Service, Website or Platform, you agree that INCLUSIVE.IO and/or SBOJ.COM may exchange information and control data regarding you and your products, including your personal information, in order to enable your use of such Third-Party Product and Service. Once this information is shared with the particular Third-Party Product and Service, its use will be governed by the third party’s privacy policy and not by INCLUSIVE.IO and/or SBOJ.COM’s privacy documentation.
18.4 You acknowledge and agree that INCLUSIVE.IO and/or SBOJ.COM makes no representation or warranty about the safety of any Third-Party Products or Services.
18.5 To the fullest extent available under applicable law, INCLUSIVE.IO and/or SBOJ.COM disclaim all liabilities arising from your use of any Third-Party Product or Service.
19. Privacy Policy
19.1 For the purpose of the processing of your personal data in connection with your use of our Service, Website or Platform INCLUSIVE.IO and SBOJ.COM is a data controller. To learn more about our treatment of your personal data please read our Privacy Policy
19.2 We are based and mainly operates within the United Kingdom; however, this may change due to future expansion of our business.
19.3 If you have any query regarding our use of your personal data please contact us at privacy@inclusive.io
20. Termination
20.1 Without prejudice to its other rights and remedies, either party may terminate the Terms of Use on giving not less than thirty (30) days written notice to terminate to the other party.
20.2 Either party may terminate the Terms of Use, upon notice, if an effective resolution is passed for the winding up of the other party (other than for the purposes of amalgamation or reconstruction) or if the other party:
a) materially breaches the Terms of Use and the breach remains un-remedied fourteen (14) days after the date the breaching party receives a notice from the other party describing the breach and requiring it to be cured;
b) materially breaches the Terms of Use and the breach is incapable of being cured;
c) enters into a composition with its creditors;
d) receive a court order for its winding up;
e) has a receiver, manager, administrative receiver or administrator appointed with respect to it;
f) ceases to be able to pay its debts as they fall due; or
g) takes or suffers any action similar to any of the above in any jurisdiction.
20.3 INCLUSIVE.IO and/or SBOJ.COM may, upon giving you seven (7) days’ notice, terminate the Service in whole or in part, or modify it or modify the terms on which it is provided, if all or part of the Service:
a) becomes illegal or contrary to any law, regulation, guideline or request of any regulatory authority; or
b) becomes subject to a claim or potential claim that it infringes or violates the rights of any third party.
You acknowledge that INCLUSIVE.IO and/or SBOJ.COM but may not be able to give you reasonable prior notice if the triggering event is under the control of a third party.
20.4 Termination of all or any part of this Terms of Use will not affect a party’s respective accrued rights and obligations.
21. Changes to The Terms of Use
21.1 We may change the terms of the Terms of Use from time to time. The latest version of the Terms of Use will always be available on our Site.
22. Indemnification
22.1 You agree to defend, indemnify, and hold harmless INCLUSIVE.IO and/or SBOJ.COM, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, and employees from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys' fees and expenses, arising out of a breach of your obligations, representation and warranties under this Terms of Use, including but not limited to, any breach originated or derived by a user of your Account.
22.2 Our failure to insist upon or enforce any provision of this Terms of Use shall not be construed as a waiver of any INCLUSIVE.IO or SBOJ.COM’s provision or right.
23. Disclaimers
23.1 You acknowledge and agree that your use of our Service, Website or Platform is at your own sole risk.
23.2 The Service, Website and Platform are provided "as is" and "as available”. We limit our warranties to the fullest extent available under applicable law.
23.3 Without prejudice to clause 23.1 and 23.2 above, we disclaim to the fullest extent available under applicable law:
a) any warranties concerning the availability, accuracy, appropriateness, reliability, timeliness, or usefulness of the content of the Service, Website or Platform; and
b) any warranties of title, warranty of non-infringement, or warranties of merchantability or fitness for a particular purpose.
23.4 This disclaimer of liability applies to any damages or injuries caused by the Service, Website or Platform including, without limitation, those damages or injuries occurring as a result of:
a) any error, omission, deletion, or defect in the content available on the Service, Website or Platform; or
b) any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of records, information or data, unauthorised access to, alteration of, or use of records, information or data, whether for breach of contract, tort, negligence, defamation, or any other cause of action.
23.5 INCLUSIVE.IO and/or SBOJ.COM does not warrant or guarantee that access to the Site, App or Software will be uninterrupted or error-free.
24. Limitation of Liability
24.1 YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IN NO EVENT WILL SBOJ.COM OR ITS AFFILIATES, INCLUDING, WITHOUT LIMITATION, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT OR INDIRECT LOSS, DAMAGE, COST, EXPENSE OR LIABILITY OF ANY KIND (LOSS) ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SERVICE, WEBSITE OR PLATFORM.
24.2 Without prejudice to paragraph 24.1 above, INCLUSIVE.IO and/or SBOJ.COM disclaims, to the fullest extent permitted by applicable law, any liability arising in any way out of or in connection with the Service, Website or Platform including but not limited to:
a) damages to property, including “personal property”;
b) business interruption, loss of business and other profits;
c) loss of programs, cost of replacing equipment or software or loss of records, information or data, loss of use of data;
d) loss of revenue;
e) loss of goodwill, loss of customers, loss of or damage to reputation, loss of capital, downtime costs, loss under or in relation to any other contract, or loss of anticipated savings or benefits;
f) any indirect, special, exemplary, punitive, incidental or consequential loss; or
g) any loss attributable to errors, omissions, or other inaccuracies in the Service, Website or Platform.
24.3 Nothing in this Terms of Use shall exclude or in any way limit INCLUSIVE.IO or SBOJ.COM’s liability for fraud, death, and personal injury arising out of its negligence.
24.4 Because some states or jurisdictions do not allow the exclusion or limitation of liability for particular kinds of loss, in such states or jurisdictions, INCLUSIVE.IO and/or SBOJ.COM's liability shall be limited to the extent permitted by law, thereby minimizing INCLUSIVE.IO and/or SBOJ.COM's liability to you to the lowest amount that applicable law permits.
24.5 NOTWITHSTANDING PARAGRAPHS 24.1,24.2,24.3,24.4,24.5, ABOVE, INCLUSIVE.IO AND/OR SBOJ.COM’S LIABILITY UNDER THE TERMS OF USE, IN TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR HARDWARE SHALL NOT IN AGGREGATE EXCEED THE FEES ACTUALLY PAID BY YOU FOR THE RELEVANT SERVICE.
25. Miscellaneous
25.1 Each party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to them and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform their obligations under or in connection with this Agreement.
25.2 Nothing in this Terms of Use is intended to confer on a person any right to enforce any term of this Terms of Use which that person would not have but for the Rights of Third Parties as amended, extended or re-enacted from time to time and including all subordinate legislation made from time to time under the Act. The parties may by agreement extinguish or vary any of the provisions in this Terms of Use without the consent of any third party and section 2 (l) of the Rights of Third Parties shall not apply.
25.3 Except for fraud or fraudulent representation by either party, this Agreement contains the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior and/or contemporary agreements, arrangements, statements and understandings, whether oral or written, relating to the subject matter of this Agreement.
25.4 If any provision or part-provision of the Terms of Use or Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
25.5 Any delay in or failure by either party in performance of the terms of the Terms of Use shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labour disturbances, war or sabotage (each being a Force Majeure Event).
25.6 You may not assign the Terms of Use without the prior written consent of INCLUSIVE.IO or SBOJ.COM. We reserve the right, upon written notice to you, to assign the Terms of Use (in whole or in part) to one or more of our subsidiaries, or to a third party in connection with the sale of all or part of INCLUSIVE.IO or SBOJ.COM's equity, business or assets. Subject to the above, the Terms of Use shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assignees.
25.7 Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
25.8 Any notice given under the Agreement by either party to the other must be in writing and will be deemed to have been given on transmission.
25.9 The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
25.10 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.
26. Fees - Recruiters
SBOJ.COM charges no fee for recruiter users to access the platform, although reserves the right to levy such fees in future. When a recruiter user and or recruitment company makes a successful placement via an introduction conducted via SBOJ.COM they agree;
a) INCLUSIVE.IO / SBOJ.COM will deduct 10% of the total fee payable by the employer in the case of permanent placements, or in the case of Fixed Term Contract (FTC) placements, a pro-rata charge of 10% based on the length of the specific FTC.
b) INCLUSIVE.IO / SBOJ.COM will charge a fee of 5% of the total contract value in the case of freelance/contract/temporary placements.
c) INCLUSIVE.IO / SBOJ.COM will control the employer/recruiter invoice process as outlined on the platform - Recruiters will invoice SBOJ (and not the Employer) in line with the rebate structure outlined in each Employer's Terms & Conditions.
d) INCLUSIVE.IO / SBOJ.COM reserves the right to waive or vary these fees from time to time at their discretion.
27. Fees - Employers
INCLUSIVE.IO charges a fee for employer users to access the platform and reserves the right to vary this fee as they wish. When an employer user makes a successful placement via an introduction conducted via INCLUSIVE.IO they agree;
a) INCLUSIVE.IO will deduct 10% of the total fee payable by the employer in the case of permanent placements, or in the case of Fixed Term Contract (FTC) placements, a pro-rata charge of 10% based on the length of the specific FTC.
b) INCLUSIVE.IO will charge a fee of 5% of the total contract value in the case of freelance/contract/temporary placements.
c) INCLUSIVE.IO will control the employer/recruiter invoice process as outlined on the platform - Recruiters will invoice INCLUSIVE.IO / SBOJ.COM (and not the Employer) in line with the rebate structure outlined in each Employer's Terms & Conditions.
d) INCLUSIVE.IO / SBOJ.COM reserves the right to waive or vary these fees from time to time at their discretion.