Terms & Conditions of Use

INTERPRETATION

1. The definitions and rules of interpretation in this clause apply in these Conditions.

   "User" means the Portal Member who has signed up to use the Portal and its Services.

   "Business Day" means any day which is not a Saturday, Sunday or bank or public holiday in the UK.

   "Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.

   "Effective Date" means the date on which the Portal member signed up to use the Portal subject to these Conditions is accepted by www.FlamePost.com

   "IOR" means the Institute of Recruiters, the operator of the Portal, registered in England and Wales with company no. 07575583 and with its registered office and main place of business at 76 Manchester Road, Denton, Manchester, M34 3PS.

   "Intellectual Property Rights" patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other Intellectual Property rights, including all applications for (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.

   "FlamePost" means the Portal located at www.FlamePost.com operated by the Institute of Recruiters registered in England and Wales with company no. 07575583 and with its registered office and main place of business at 76 Manchester Road, Denton, Manchester, M34 3PS.

   "Normal Business Hours" means 9.00 am to 5.00 pm local UK time, each Business Day.

   "Portal" means the Portal located at www.FlamePost.com operated by the Institute of Recruiters registered in England and Wales with company no. 07575583 and with its registered office and main place of business at 76 Manchester Road, Denton, Manchester, M34 3PS.

   "Portal Member" means a subscriber or free trial member who has registered to use the Portal in accordance with these Conditions.

   "Portal Member Data" means the data inputted by the Portal Member, Authorised Users, or www.FlamePost.com staff on the Portal Member's behalf for the purpose of using the Portal and/or facilitating the Portal Member's use of the Services.

   "Posting" means a posting of any data whatever made by a Portal Member on the Portal. The content of all Posting shall be in accordance with the fields and requirements of the Portal.

   "User Subscriptions" means the Personal Memberships purchased by a Portal Member as part of its Portal user package.

   "Virus" means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

2. Clause headings shall not affect the interpretation of these Conditions.
3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
5. Words in the singular shall include the plural and vice versa.
6. A reference to one gender shall include a reference to the other genders.
7. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
8. A reference to writing or written includes faxes but not e-mail.
9. References to clauses are to the clauses of these Conditions
10. Any reference to "include" or "including" shall mean "include without limitation" or "including without limitation" as appropriate.

TERMS OF USE

1. These Conditions (together with any documents referred to in them) set out the terms of use on which the Portal Member may make use of the Portal and access and use the Portal's services.
2. By registering to use the Portal the Portal Member confirms that it accepts these Conditions and agrees to comply with them.
3. These Conditions apply to the Contract to the exclusion of any other terms that the Portal Member seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

USE OF THE PORTAL

1. In order to access the Portal the Portal Member must agree to use the Portal in the manner required by these terms. IOR reserves the right to refuse applications to register to use the Portal at its entire discretion.
2. In posting content on the Portal the Portal Member shall:
   1. accept that they, the Portal Member, are the authors of the content, and indemnify the IOR and the Portal from any legal action taken as a direct result of their posting and content or usage of the Portal.
   2. ensure that all information and details posted are accurate, up to date and complete;
   3. not access, store, distribute or transmit any Viruses, or post any material that:
      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitates illegal activity;
      3. depicts sexually explicit images;
      4. promotes unlawful violence;
      5. infringes any third party Intellectual Property Rights;
      6. is discriminatory based on race, age, gender, colour, religious belief, sex, sexual orientation, marital or civil partnership status or disability; or
      7. is otherwise illegal or causes damage or injury to any person or property;
      and IOR reserves the right, without liability or prejudice to its other rights to the Portal Member, to remove, take down and disable access to any material that breaches the provisions of this clause.
3. The Portal Member shall not:
   1. (except as may be permitted by any applicable law or the terms of these Conditions) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the content of the Portal or the Split Fee Services in any form or media or by any means; or
   2. access all or any part of the Portal in order to build a product or service which competes with the Portal; or
   3. give access to the Portal or make the Portal available to any third party except the Authorised Users; or
   4. attempt to obtain, or assist third parties in obtaining, access to the Portal, except as permitted by these Conditions
4. The Portal Member shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Portal and, in the event of any such unauthorised access or use, promptly notify IOR.
5. The rights provided under this clause 2 are granted to the Portal Member only, and shall not be considered granted to any subsidiary or holding company of the Portal Member without the agreement of IOR.

PORTAL AVAILABILITY

1. IOR shall use commercially reasonable endeavours to make the Portal is available 24 hours a day, seven days a week, except for:
   1. planned maintenance which IOR shall use its reasonable endeavours to carry out outside Normal Business Hours; and
   2. unscheduled maintenance.

MEMBER DATA

1. The Portal Member shall own all right, title and interest in and to all of the Portal Member Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Portal Member Data.
2. IOR shall, in providing the Portal, comply with its Privacy Policy relating to the privacy and security of the Portal Member Data available at www.FlamePost.com or such other website address as may be notified to the Portal Member from time to time, as such document may be amended from time to time by IOR in its sole discretion.
3. In providing the services the Portal Member will provide personal data to IOR. The parties record their intention that the Portal Member shall be the data controller in respect of such personal data and IOR shall be a data processor and in any such case:
   1. the Portal Member acknowledges and agrees that the personal data may be transferred or stored outside the EEA;
   2. the Portal Member shall ensure that it is entitled to transfer the relevant personal data to IOR so that IOR may lawfully use, process and transfer the personal data in accordance with these Conditions;
   3. the Portal Member shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
   4. IOR shall process the personal data only in accordance with the terms of these Conditions and any lawful instructions reasonably given by the Portal Member from time to time; and
   5. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

IOR'S OBLIGATIONS

1. IOR agrees that the Portal services will be provided with reasonable skill and care.
2. IOR:
   1. does not warrant that the Portal Member's use of the Portal will be uninterrupted or error-free or that they will meet the Portal Member's requirements; and
   2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Portal Member acknowledges that the Portal may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3. These Conditions shall not prevent IOR from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, Portal data, products and/or services which are similar to those provided under these Conditions.
4. IOR warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Conditions.

PORTAL MEMBER'S OBLIGATIONS

1. The Portal Member shall:
   1. provide IOR with:
      1. all necessary co-operation in relation to these Conditions; and
      2. all necessary access to such information as may be required by IOR;
      in order to provide the Portal services;
   2. comply with all applicable laws and regulations with respect to its activities under these Conditions;
   3. use the Portal in accordance with the terms and conditions of these Conditions and shall be responsible for any breach of these Conditions;
   4. obtain and shall maintain all necessary licences, consents, and permissions necessary for IOR, its contractors and agents to carry out or provide their obligations under these Conditions, including without limitation any Portal services; and
   5. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to IOR's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Portal Member's network connections or telecommunications links or caused by the internet.
2. Without prejudice to IOR's other rights and remedies, IOR may suspend access to or remove the Portal Member from the Portal and/or terminate the Portal Member's access in the event of the Portal Member breaching any of the terms of these Conditions or breaching the terms of a Contrac

CHARGES AND PAYMENT

1. Subscription fees will be automatically renewed at the end of the original term selected, for a similar period of time, unless notice is received from the Portal Member three 5 days before renewal. Portal Members undertaking a Free Trial service must notify the IOR within 5 days of expiry of their trial in order to avoid being lockout out from using their account. All trial/special offer memberships shall renew at membership rate listed on www.FlamePost.com to avoid any interruption of access and service.
2. Unless and until this agreement is cancelled in accordance with the terms hereof, subscriber hereby authorizes the IOR to charge subscriber's chosen payment method to pay for the ongoing cost of membership. Subscriber hereby further authorizes IOR to charge subscriber's chosen payment method for any and all additional purchases of services provided by the site. If you cancel your subscription, you will retain access to the software services until your subscription expires.
3. When the Portal Member requests the termination, subscription fees are NOT refunded; however you will be able to use the remainder of your paid subscription.
4. To cancel A Free Trial or Subscription email support.team@theior.org.uk within 5 days of expiry. If you do not let us know that you want to terminate your subscription at least 5 days prior to the end of the current subscription period the payment for the renewal period of the subscription will be made.
5. After processing your cancellation request we will send a reply, including confirmation of the cancellation.
6. Prices may be changed by the IOR at any time and each renewal of your subscription will be subject to the current listed prices. IOR shall provide you with reasonable notice of any change in prices prior to the effective date of the new pricing by email or other reasonable means such as a notice on the website or in usual member communications. If you do not wish to continue with your subscription due to the new prices, you may opt out of renewal as set forth in this Agreement.

INTELLECTUAL PROPERTY RIGHTS

1. The Portal Member acknowledges and agrees that IOR and/or its licensors own all Intellectual Property Rights in the Portal. Except as expressly set out in these Conditions, it does not grant the Portal Member any rights to, or in, such Intellectual Property Rights or any other rights or licences in respect of the Portal.
2. The Portal Member warrants, represents and undertakes to IOR that the Portal Member owns or is licensed to use the Intellectual Property Rights in any content in any posting made by the Portal Member on the Portal, that it does not infringe any Intellectual Property Rights, privacy rights or confidentiality of any third party and that it has the authority and right to make the posting.
3. The Portal Member agrees to grant to IOR a non-exclusive, perpetual and irrevocable licence of the Intellectual Property Rights content of any posting made on the Portal.

CONFIDENTIALITY

1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Conditions. A party's Confidential Information shall not be deemed to include information that:
   1. is or becomes publicly known other than through any act or omission of the receiving party;
   2. was in the other party's lawful possession before the disclosure;
   3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
   4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
   5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Conditions.
3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Conditions.
4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
5. The Portal Member acknowledges that details of the IORs communication with it constitute IOR's Confidential Information.
6. This clause shall survive termination of these Conditions, however arising.

INDEMNITY

1. The Portal Member shall defend, indemnify and hold harmless IOR against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Portal Member's use of the Portal:
2. In the defence or settlement of any claim, IOR may procure the right for the Portal Member to continue using the content owned by IOR on the Portal or replace or modify such content that it becomes non-infringing or, if such remedies are not reasonably available, terminate the Portal Member's use of the Portal on 2 Business Days' notice to the Portal Member without any additional liability or obligation to pay liquidated damages or other additional costs to the Portal Member.
3. In no event shall IOR, its employees, agents and sub-contractors be liable to the Portal Member to the extent that the alleged infringement is based on:
   1. the content contained on the Portal which has been posted by or any Portal Member; or
   2. the Portal Member's use of the Portal in a manner contrary to the instructions given to the Portal Member by IOR; or
   3. the Portal Member's use of the content on the Portal after notice of the alleged or actual infringement from IOR or any appropriate authority.
4. This clauses state the Portal Member's sole and exclusive rights and remedies, and IOR's (including IOR's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any Intellectual Property Rights.

LIMITATION OF LIABILITY

1. This clause 12 sets out the entire financial liability of IOR (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Portal Member:
   1. arising under or in connection with these Conditions;
   2. in respect of any use made by the Portal Member of the Portal; and
   3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Conditions.
2. Except as expressly and specifically provided in these Conditions:
   1. IOR shall have no liability for any damage caused by errors or omissions in any information or postings provided to IOR by the Portal Member or made by Portal Members or any third party in connection with the Portal, or any actions taken by IOR at the Portal Member's direction;
   2. IOR is dependent upon a third party hosting company in relation to the hosting of the Portal. It shall therefore have no liability caused by the failure of or disruption of the Portal;
   3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions; and
   4. since the Portal is provided free of charge to the Portal Member then such Portal and services and the content on them are provided to the Portal Member on an "as is" basis; and
   5. IOR has no liability to either the Portal Member or the other Portal Member as a result of or relating to the Contract between the Portal Member and the other Portal Member arising as a result of their use of the Portal as it is not a party to it.
3. Nothing in these Conditions excludes the liability of IOR:
   1. for death or personal injury caused by IOR's negligence; or
   2. for fraud or fraudulent misrepresentation.
4. Subject to clause 14.2 and clause 14.3:
   1. IOR shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Conditions; and
   2. IOR's total aggregate liability in contract (including in respect of the indemnity at clause 11), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Conditions shall be limited to £100 .

TERM AND TERMINATION

1. The Portal Member's use of the Portal shall, (unless otherwise terminated as provided in this clause 13 or otherwise as set out in these Conditions), commence on the Effective Date and shall continue for the Portal Membership Term.
2. The Portal Member shall be bound by these Conditions from the Effective Date.
3. Either party may terminate the Portal Member's use of the Portal and Split Fee Services by giving the other 14 days' notice in accordance with clause 23.
4. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Portal Member's use of the Portal without liability to the other if:
   1. the other party commits a material breach of any of the terms of these Conditions and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
   2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
   3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
   4. a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
   5. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
   6. the other party ceases, or threatens to cease, to trade; or
   7. the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
5. On termination of the Portal Member's use of the Portal for any reason:
   1. all rights to access the Portal shall immediately terminate; each party shall make no further use of any Confidential Information (and all copies of them) belonging to the other party provided that this obligation shall not be applicable to Confidential Information that forms part of an electronic back-up system which is not immediately retrievable as part of day-to-day business;
   2. IOR may immediately remove any of the Portal Member Data on the Portal;
   3. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

FORCE MAJEURE

IOR shall have no liability to the Portal Member under these Conditions if it is prevented from or delayed in performing its obligations under these Conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of IOR or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Portal Member is notified of such an event and its expected duration.

WAIVER

1. A waiver of any right under these Conditions is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
2. Unless specifically provided otherwise, rights arising under these Conditions are cumulative and do not exclude rights provided by law.

SEVERANCE

1. If any provision (or part of a provision) of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

ENTIRE AGREEMENT

1. These Conditions and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
2. Each of the parties acknowledges and agrees that in entering into these Conditions it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Conditions or not) relating to the subject matter of these Conditions, other than as expressly set out in these Conditions.

ASSIGNMENT

1. The Portal Member shall not, without the prior written consent of IOR, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Conditions.
2. IOR may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Conditions.

NO PARTNERSHIP OR AGENCY

Nothing in these Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

THIRD PARTY RIGHTS

Except for the obligations owed by the Portal Member to other Portal Members as set out in clause 5, these Conditions do not confer any rights on any person or party (other than the IOR and Portal Member and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

NOTICES

1. Any notice required to be given under these Conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in these Conditions, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in these Conditions.
2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

GOVERNING LAW AND JURISDICTION

1. These Conditions and the Portal Member's use of the Portal and Split Fee Services and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions or its subject matter or formation (including non-contractual disputes or claims).