These Advertiser Terms are entered into by you and Getwork Global, Inc. dba Adzuna (“Getwork”), a wholly owned subsidiary of Adzuna Limited, (each a “Party” and together the “Parties”). The term "you" refers to the organisation listed on the account you created, which by doing you represent you have the authority to agree to this Agreement for that party.
You confirm that you are authorized to act on behalf of, and bind to this Agreement, any third party for which you generate advertising. You also agree that:
These Partner Terms are entered into by you and Getwork Global, Inc. dba Adzuna (“Getwork”), a wholly owned subsidiary of Adzuna Limited (each a “Party” and together the “Parties”). The term "you" or “Partner” refers to the organisation which has joined the Getwork Job Distribution Program, which by doing you represent you have the authority to agree to this Agreement for that party, and any other organisation or agency involved in fulfilling your obligations.
Getwork shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the Job Distribution Program.
Partner owns and manages website(s) and/or email list(s) of users.
Getwork owns and manages an online job search engine under the primary brand Getwork, and provides an email delivery service to send job alert emails to users as well as advertising content inventory to its Partners ("Services").
Partner wishes to either publish Getwork’s advertising content inventory to its users, or provide Getwork with access to its registered user data ("Users" or "User List") for the sole purpose of email marketing, or both, on the basis of, and subject to, the terms and conditions of this Agreement.
BACKFILL (as applicable)
Getwork will provide advertisements for job vacancies ("Content") to the Partner, to be displayed within Partner job email alerts and/or within jobs sections of Partner websites only in a format (and on websites) agreed between the Parties. In the event that Partner wishes to syndicate its content (including the Content) to sites other than those owned by the Partner directly, this will be permissible upon receipt of written consent from Getwork. Content will be provided to the Partner by XML or API, as agreed. Partner agrees to collect a refreshed Content file from Getwork on a daily basis, or more frequently if agreed, and the Partner agrees to refresh the Content it displays to its users within 4 hours of receiving the latest Content from Getwork. The Partner shall not materially alter the Content and will store and present the Content on its websites in manners which prohibit, so far as technically practical, the so-called screen-scraping of the Content, and will ensure that all Content display complies with any applicable laws. Getwork agrees to pay Partner a fee for each unique, non-incentivised click by a valid user on an Getwork sponsored job ("Valid Click" as defined below) that delivers the user to one of Getwork’s advertisers, or a Revenue Share of earnings from Valid Clicks, as specified in the Agreement Summary (if any).
JOBS BY EMAIL (as applicable)
Partner will provide Getwork with a feed or content file (in a format to be agreed between the parties) of the relevant, up to date, User List. Partner agrees to refresh and update the content file and User List on a daily basis, or a different schedule if agreed between the Parties. Getwork will send emails including targeted, sponsored job advertisements, as well as appropriate opt-outs, to some or all of the User List provided by the Partner, within an email template and branding to be agreed between the parties. Getwork shall retain discretion to update the template from time to time to optimize and enhance the Services. The Parties will work together to ensure User List opt-outs are shared and actioned promptly. Getwork agrees to pay Partner a fee for each unique, non-incentivised click by a valid user within an email on an Getwork sponsored job ("Valid Click" as defined below) that delivers the user to one of Getwork’s advertisers, or a Revenue Share of earnings from Valid Clicks, as specified in the Agreement Summary.
CO-REGISTRATION (as applicable)
Partner will register the Users via an Getwork API (in a format to be agreed between the parties) with relevant, up to date User information to include email address, location, and job title. If required by Getwork, Partner will perform a pre check to ensure the record is new and unique to Getwork. Getwork will send emails including targeted, sponsored job advertisements, as well as appropriate opt-outs, to some or all of the Users provided by the Partner. The Parties will work together to ensure User List opt-outs are shared and actioned promptly. Getwork agrees to pay Partner a fee for each unique registered User accepted by Getwork through the co-registration programme ("Accepted User") as specified in the Agreement Summary.
i. Either Party will promptly notify the other if it receives any complaint, request, notice or communication from a User or third party which relates directly or indirectly to the processing of the user data provided to Getwork and provide reasonable co-operation and assistance in relation to the same at no cost to the other Party.
ii. Partner shall not approach or solicit, directly or indirectly, any job board or other job advertiser who is the advertiser of the job promoted in Getwork’s Content to offer them cost-per-click advertising services for the duration of this Agreement, unless with Getwork’s prior written consent, which will not be unreasonably withheld, or if a prior commercial relationship already exists.
iii. Getwork shall not send any other communications to the Partner's registered users and registered users will not be shared with or passed on to any third parties for any reason, with the only exceptions being those third parties required to process, store and monitor the data and deliver the subsequent emails being sent.
iv. During the term of this Agreement and for 6 months post termination, you shall not, directly or indirectly, personally or through others, solicit or attempt to solicit the employment of any employee of Getwork, or ask any employee or contractor to cease their contract with Getwork. Partner accepts liability for the direct and indirect consequences of any breach of this clause and will make good any losses caused to Getwork as a result.
3. Reporting, Invoicing and Fees
i. Within 5 days of the end of each calendar month, Getwork shall prepare a report (the "Billing Report") and send it to the Partner. The Billing Report will contain details of the number of Accepted Users and/or the number of Valid Clicks generated from Partner's users in the previous calendar month from Backfill or Jobs By Email, as applicable, and the calculation of the Fees subsequently due to Partner.
ii. In respect of each calendar month, Getwork shall pay to Partner the price per Accepted User, Valid Click to any advertisement for a job provided in its Content, or portion of Revenue Share, as specified in the Agreement Summary, minus the sum cost of sending the emails (in the case of the Jobs By Email service only). Partner hereby recognises that it agrees to cover said cost of email sending as advertised by Getwork and any third party involved in the Jobs By Email process.
iii. Partner will send an invoice to Getwork for the Fees within 14 days of receipt of the Billing Report. Invoices must be emailed to [email protected] and be invoiced to Getwork Global, Inc.
iv. If the amount owing to Publisher is less than $250, the balance will not be invoiced but will carry over until such time that the month end balance exceeds $250. No invoice will be accepted for less than $250 or equivalent.
v. All amounts and sums set out in this Agreement, are expressed as exclusive of sales taxes which, if chargeable, shall be added to the invoice.
vi. Getwork shall pay each duly and validly presented invoice within 30 days of the date of the invoice. Payment shall be made by direct bank transfer to Partner's bank or as otherwise agreed. The invoices will be paid in the currency specified in the Agreement Summary.
vii. Partner may audit the records of Getwork once in each 12 month period of the Term upon at least 20 days written notice of the specific date. This audit must:
a. be undertaken by a third party, agreed upon in advance by both Parties, and
b. be at the cost of Partner
c. be for the purposes of verifying the output of Getwork reporting, and
d. take place at the business premises of Getwork during business hours.
i. The credentials that each Party provides the other pursuant to this Agreement are confidential and are personal to the other Party.
ii. Each Party shall be entitled to assume that the use of the other Party's credentials is either used by or authorised by the other Party.
ii. If either Party believes their credentials to be compromised they shall promptly notify the other Party who shall, in turn, promptly disable the compromised credentials and issue new credentials.
5. Valid Click
Getwork defines a Valid Click as a unique, non-incentivised click on a Getwork sponsored job advert provided in its Content (be it contained on an email or displayed on a Partner website), excluding the following:
i. Clicks determined by Getwork click measurement, Google Analytics or another independent third-party solution to stem from internet bots ("invalid users") rather than genuine human users ("valid users").
ii. Clicks delivered to a job advert 24 hours or more after Getwork has removed the listing from the Partner’s feed or Getwork API (and thus designated as an expired advert) timed from the point where the change is made available, whether such activity occurred on the Partner's core site or any other website to which the Partner distributed the job advert.
ii. Clicks from the same user, identified by IP and user agent, on the same advert within the same user session and within 1 hour of the first click.
iv. Clicks determined by Getwork as international clicks, stemming from a user based in a country outside the applicable advert's reasonable geographic scope.
v. Clicks which stem from any other IP address determined by Getwork’s reasonable judgement as not reasonably likely to result in productive traffic.
Partner warrants that, in respect of all data provided to Getwork in the case of Jobs-By-Email and Co-Registration:
i. Partner is the Data Controller (as defined by GDPR/Federal Trade Commission Act) of the user data
ii. Each and every User has provided lawful opt-in consent (in compliance with all applicable laws including but not limited to GDPR and the Federal Trade Commission Act) to receive jobs by email and, on request, Partner is able to provide evidence of this on a case-by-case basis
iii. Partner is fully compliant with all aspects of the policy outlined in Appendix A of this Agreement
iv. Partner will not knowingly provide any information or data to Getwork, which were procured through fraud, identity theft or any illegal or illicit means, or in a manner not in compliance with applicable laws, rules and regulations, and it will maintain all documents and records necessary to demonstrate compliance which will be provided upon request;
v. Partner has established and implemented commercially reasonable practices and procedures designed to prevent sharing of data or information that does not comply with applicable laws, rules and regulations;
vi. Both Parties agree that they will notify the other within 72 hours if any data provided to Getwork is, or is suspected to be, damaged, corrupted, inaccurate or unusable or in breach of the warranty above (a "Data Breach"), and provide reasonable cooperation and assistance to the other Party in order to remedy or mitigate the effects of any such Data Breach at no cost to the other Party. Each Party warrants, represents and undertakes to the other that:it has the requisite corporate authority to enter into this Agreement and perform its obligations hereunder;
vii. it shall comply with all applicable laws and regulations, including but not limited to GDPR and the Federal Trade Commission Act, in relation to the performance by it of its obligations under this Agreement;
viii. entering into this Agreement will not cause that party to be in breach of any other contract to which it is a party or any statutory or other legal requirement.
7. Intellectual Property
All intellectual property rights connected with the Services shall remain vested in Getwork or any third party from whom such rights are licensed. The Partner shall not reproduce, copy, modify, adapt, publish, transmit, distribute or in any way commercially exploit any material which is subject to these intellectual property rights. Partner will not copy, modify, display, rent or unbundle the Services. Partner will not reverse engineer, decompile or disassemble the Services, and will not otherwise attempt to reconstruct or discover the source code for the Services. The Services shall be used only by Partner pursuant to this Agreement. Getwork reserves all rights in the Services not expressly granted to Partner hereunder.
The Partner grants to Getwork a non-exclusive, non-transferrable, non-sublicenseable, royalty-free licence to use the Partner's branding and trademarks, only to the extent necessary for and solely for the purpose of providing the Services.
8. Disclaimer and Limitation of Liability
Getwork, despite its best efforts, cannot guarantee that (i) the Services will be available at all times; (ii) the Services will be free from errors, viruses and/or other harmful applications; and (iii) the Services will generate any responses, applicants, clicks or revenue. Getwork shall not be in breach of these Terms if events beyond its reasonable control prevent Getwork from providing the Services.
Under no circumstances shall Getwork be liable for any consequential, indirect or special losses howsoever arising or for any loss of profits, revenue, interest, goodwill, business and/or savings (whether direct or indirect). Nothing in these Terms shall be construed to exclude Getwork’s liability for death or personal injury by negligence or any other liability which cannot by law be excluded.
The aggregate liability of either party in respect of any matter connected with this contract, and under contract, tort (including negligence) or any other head of law, shall not exceed the amounts actually paid by Getwork to Partner in the previous three months or $100,000, whichever is greater, except for the obligations set out in clause 4 where liability shall be capped at $1M.
In jurisdictions where the foregoing limitation of liability is not permitted, the liability of any party will be limited to the maximum extent permitted by law.
Parties shall indemnify and keep indemnified each other from and against all actions, claims, costs, damages, demands, expenses, fines, liabilities, losses, penalties and sanctions (including amounts paid in settlement, out-of-pocket expenses and interest), together with all legal expenses suffered or incurred, as a result of either either Party's material breach of any part of this agreement or from any emails sent to Users whether or not in breach of this agreement.
10. Term and Termination
This Agreement shall take effect from the date set forth in the Summary (if any) or when the Partner started to work with the Getwork Job DistributionProgram and shall continue unless terminated by either party. Either party may terminate this agreement for any reason at 48 hours notice in writing or by electronic mail to the contact stated in the Summary.
Notwithstanding any termination of this Agreement, the rights and obligations under this Agreement, which by their nature should survive, will remain in effect after the termination or expiration of this Agreement; these include, but are not limited to, Sections 3 through 11.
11. Confidential Information
i. All Confidential Information given by either Party to the other or otherwise obtained shall be treated by the other Party, its employees and subcontractors as confidential and shall not be used other than for the benefit of the disclosing Party or the furtherance of each Party's obligations under this Agreement. The foregoing applies notwithstanding that such Confidential Information may have been disclosed prior to this Agreement.
ii. Each Party undertakes not to disclose, without the prior consent in writing of the other, Confidential Information belonging to or disclosed by the other in whole or in part to any other person save those of its employees, agents and contractors who are engaged in performing the provision or receipt of that Party's obligations hereunder and have a reasonable need to know such information, and to its board members, professional advisers and auditors who have a reasonable need to know such information in order to advise the Company or otherwise carry out their duties. Each Party undertakes to use the Confidential Information belonging to, or disclosed by, the other, solely in connection with their performance of this Agreement and not for its own benefit or the benefit of any third party.
iii. Each Party undertakes
a. to protect the Confidential Information of the other to at least the same manner as it protects its own; and
b. not to co-mingle the Confidential Information of the other with its own.
iv. The provisions of the preceding clause shall not apply to any information which:
a. is trivial or obvious (for the avoidance of doubt an element that is trivial or obvious in and of itself should not necessarily be taken as trivial or obvious in the context of the whole of the Confidential Information);
b. becomes public knowledge other than by breach of this clause;
c. is in the possession of the receiving Party without restriction in relation to disclosure before the date of receipt from the disclosing Party;
d. is received from a third party who lawfully acquired or developed it and who is under no obligation restricting its disclosure;
e. is independently developed without use of the other Party's Confidential Information;
v. It shall not be a breach of this Clause if the receiving Party is obliged to disclose the Confidential Information of the disclosing Party by order of a court of competent jurisdiction, pursuant to a regulatory demand or the rules of an internationally recognised stock-exchange provided that, so far as practical, the receiving Party gives prior written notice of such disclosure and provides reasonable assistance to the disclosing Party in trying to prevent or contain such disclosure.
vi. At the request of a disclosing Party, the receiving Party shall promptly (and in any event within 30 days) return to the disclosing Party or destroy all Confidential Information of the disclosing Party and shall certify by a signature of a Director (as the term is understood in law) that it has complied with this sub-clause. In respect of confidential information stored electronically, it shall be sufficient that a party uses its commercially reasonable efforts to expunge such data from its systems. This shall not include the expunging of such data from a party's enterprise level backups or archives unless and until such backups and/or archives are restored to a live environment.
i. Notices. If either Party needs to send notices to the other Party they shall do so by both email and by first-class (or international equivalent) pre-paid mail to the address given for that Party in the Summary or such other address as a Party may notify the other Party in accordance with this Clause. Any notice will be deemed to be delivered 48 hours after mailing unless posted internationally, in which case delivery shall be deemed to take place 72 hours after postage.
ii. Assignment and Sub-Contracting. Either Party may assign its rights under this Agreement to a group company without the prior consent of the other Party, provided that it notifies the other Party of such assignment. Save as provided above, neither Party may assign or encumber its rights and/or obligations under this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed) and any such purported assignment shall be void. For the purposes of this Clause the granting of a general floating charge over the assets of a Party for the purposes of raising capital in the ordinary course of business shall not be considered an encumbrance.
iii. Severability. If any part of this Agreement becomes or is illegal or unenforceable that part of this Agreement shall be deemed excised and the Parties shall act in good faith to replace the relevant part of this Agreement with an alternative that is not illegal or unenforceable and that maintains the intended business relationship between the Parties.
iv. Relationship. The Parties are entering into this Agreement as principals and nothing in this Agreement shall serve to create any agency or partnership between the Parties.
v. Amendments. Getwork reserves the right to change these terms at any time.
vi. Third Party Rights. Nothing in this Agreement is intended by either Party to give any person that is not a party to this Agreement, any rights to rely on or enforce any provision of this Agreement against a Party whether by operation of law or otherwise.
vii. Force Majeure. Neither Party shall have any liability or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from an event of Force Majeure.The Party affected by such an event of Force Majeure, shall promptly notify the other Party in writing when such an event causes a delay or failure in performance and when it ceases to do so.
viii. Governing Law and Venue. This Agreement and all non-contractual obligations arising out of it are governed by and shall be construed in accordance with the laws of England without regard to its provisions on conflict of law. The Parties unconditionally submit to the exclusive jurisdiction of the courts of Delaware.
Appendix A: Additional Partner Guidelines (as applicable):
The following methods of data gathering are strictly prohibited:
1. Buying, renting, sharing of data
2. Harvesting email addresses – Gathering data by scraping websites or emails
3. Assumed opt in – User has not explicitly requested to receive job alerts
4. Email appending – Using known information in a database to cross reference other databases for the users email address
Guidelines for Partners to manage data:
1. Ensure your unsubscribe process is as simple to follow as your sign up process
2. Ensure all unsubscribes are processed as close to real-time as possible and are shared with Getwork within 24 hours or less
3. Ensure all complaints are immediately unsubscribed and are promptly shared with Getwork
4. All hard (permanent delivery failures) bounces and soft (temporary bounces) are processed correctly. You should have rules in place to de-activate users after a certain number of bounces. Ensure this information is shared with Getwork
5. Employ a sunset policy – Unsubscribe users after a maximum of 6 months of inactivity
6. Ensure any complaints received through manual channels (direct emails, phone calls etc) are processed within 24 hours
7. Ensure you are compliant with GDPR/Federal Trade Commission Act regulations, please refer to the ICO
Guidelines for gathering data:
1. Any user data should be gathered using explicit consent, i.e. the user should provide their email addresses knowing exactly what kind of communications they will receive
2. At the point of sign up there should a typo check in place. Malformed/typo'd email addresses should be rejected at the time of sign up
3. Use of ‘recaptcha' or a similar tool to ensure sign ups are from a ‘human' and not a machine
5. Reject sign up from temporary email addresses