TERMS AND CONDITIONS
1. Agreement; Services Order Forms.
This Agreement, including any attachments (collectively the “Agreement”), is between the company (“Customer”) set out in the attached sales order or online order (the “Sales Order”) and Monster Belgium N.V. (“Monster”). The services (the “Services”) to be provided are listed in the attached Sales Order and are subject to this Agreement. The sites referred to in this Agreement (the “Sites”) are defined as any web sites under Monster or its affiliated companies’ control, whether partial or otherwise.
2. Term and Termination.
The term of this Agreement (the “Term”) will commence on the Agreement Start Date stated in the Sales Order (the “Start Date”), and will expire upon the earlier of (i) one year from the Start Date or (ii) the end of the last period of the product(s) being purchased by Customer and, except as otherwise provided below, may not be terminated by either Customer or Monster. Services which have commenced by the end of the Term will continue to be provided on the terms of this Agreement for the remainder of the applicable period. Monster may terminate this Agreement immediately on written notice if: (a) Customer institutes or consents to the institution of any proceeding under any bankruptcy or insolvency law or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, liquidator, administrator or similar officer for it or for all or any material part of its property; or any receiver, trustee, liquidator, administrator or similar officer is appointed; or any proceeding under any insolvency or bankruptcy law relating to Customer or to all or any material part of its property is instituted; or (b) Monster terminates any other agreement with Customer following Customer’s breach of that agreement. In either of these events, Monster will be entitled to accelerate all amounts due hereunder and to collect all costs and legal expenses incurred. Either party may immediately terminate this Agreement if the other party materially breaches this Agreement which breach is not cured within 10 days after receipt of written notice thereof. The terms of Sections 2, 3, 4, 8, 9 and 10 shall survive any expiration or termination of this Agreement.
Unless otherwise stated in the Sales Order or invoice, invoices will be due 30 days from the date of invoice. Monster may charge interest at the relevant statutory rate on any amounts not paid when due. If Customer is required to pre pay upfront any amount under this Agreement, the pre paid amount will be allocated to the corresponding amounts due at the end of the Agreement. For the remaining amounts due under the Agreement, Customer will be invoiced from the beginning of the Term on a monthly basis until the balance has been invoiced. Monster may, in its discretion, invoice Customer by way of an electronic invoice sent to Customer by email. Amounts for Services are exclusive of VAT. Customer will be responsible for the payment of any other present or future sales, use, excise or other similar tax applicable to the Services. If any invoice remains unpaid beyond the payment terms specified in this clause, the Sales Order or the invoice, Monster may accelerate for payment any amount not yet invoiced under this Agreement. In the event that Customer overpays any invoice, Customer must request repayment within six months of the overpayment and any credit note for such overpayment will only be valid for six months from issue. Fees paid for Services are non-refundable, except following termination for Monster’s material breach, in which case Monster will refund to Customer pre-paid amounts for Services not rendered as at the date of such termination. Monster may assign to a third party the right to collect and receive payment. Monster may carry out a credit check against Customer from time to time. Monster reserves the right to refuse to extend any credit to Customer and to require pre-payment from Customer before providing any Services. Monster may set off any amount received by Monster from Customer against any amount which is due and payable under this Agreement or any other agreement with Customer. Customer agrees to pay each invoice in full without deduction. Services purchased under the Agreement may only be used by members of Customer’s group of companies with Monster’s prior consent. Customer shall remain liable for payment for all Services purchased under this Agreement if any of its group of companies uses Services under this Agreement. If Customer is an agency for its client, Customer is liable for payment of all amounts due hereunder irrespective of whether it receives payment from its client. If Customer is a new customer paying by Direct Debit it will be required to complete a mandate which will be sent separately to Customer (with Customer’s bank account number, sort code, name of bank and name of account holder). If Customer has made payment via Direct Debit to Monster within the last 12 months, Monster will continue to use the same bank details it has on record until such time Customer notifies it differently. Customer must be the Direct Debit account holder. Customer warrants that it is the owner of the account used for the Direct Debit and the signatories on the Direct Debit instruction are authorised. Customer authorises its bank to disclose to Monster, and to its subcontractors and agents, details about its bank account in so far as is necessary in connection with this Agreement and to inform Monster if its Direct Debit Authority is terminated at any time. If a Direct Debit payment fails, Customer must immediately arrange for the charges to be paid by other means in addition to any fees incurred by Monster in relation to the failed Direct Debit payment.
4. Confidentiality, Data Protection and Additional Services.
Unless otherwise provided in the Product Terms and Conditions, as between Monster and Customer, any job postings, advertisements and/or videos provided by Customer for placement on any Site and all intellectual and other proprietary rights therein are and shall at all times remain Customer’s property. Customer grants to Monster and its affiliates an irrevocable, royalty-free, perpetual, fully paid up, non-exclusive and worldwide license to use, copy, reproduce, publish, perform, display and distribute such job postings, advertisements and/or videos provided by Customer (in whole or in part). Customer also grants to Monster a non-exclusive, royalty free, non-transferable limited licence to use, display, copy and publish Customer’s trade marks, logos and other intellectual property provided to Monster solely for the purposes of performing its obligations under this Agreement. Monster shall retain all right, title and interest, including all intellectual property rights, to and in: (i) any proprietary technology and software contained or incorporated in or part of the Sites and (ii) the content (excluding Customer’s content as described above) on or part of the Sites and all elements which are a part of or incorporated in (or constitute a collection or compilation of) any of the foregoing.
7. Limited Warranty.
Monster warrants that it will perform Services in a professional manner in accordance with prevailing industry standards. Except for the foregoing, Monster makes no warranties, express or implied, including the warranties of merchantability, fitness for a particular purpose, or non-infringement with respect to the Services or the Sites, or the functionality, compatibility with specific software browsers, performance or results of use of the Services or the Sites.
Each party (each, in such capacity, the “Indemnifying Party”) shall indemnify the other party, its affiliates and their respective officers, directors, employees and agents (each, in such capacity, an “Indemnified Party” and, collectively, the “Indemnified Parties”), from and against any third party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from: (a) infringement or alleged infringement of any patent, copyright, trade secret or other proprietary right of any third party, arising out of or relating to, (i) in the case of Monster, the delivery of the Services and (ii) in the case of the Customer, the provision of any material to any Site by or on behalf of the Customer; (b) in the case of Monster, gross negligence or willful misconduct arising out of or relating to the delivery of the Services; and (c) in the case of the Customer, gross negligence, willful misconduct or defamation arising out of or related to use of the Services. The Indemnifying Party’s obligations hereunder will only apply if the Indemnified Party notifies the Indemnifying Party promptly in writing as to any such claim, action or demand.
9. Limitation of Liability.
Nothing in these conditions shall limit either party’s liability to the extent as prohibited by law. Except for obligations of an indemnifying party under clause 8, and without in any way limiting Customer’s payment obligations under this Agreement, (a) no party will be liable to any other party (nor to any person claiming rights derived from the other party’s rights) for incidental, indirect, consequential, special or exemplary damages of any kind - including lost revenues or profits, loss of business or loss of data - arising out of or in connection with this Agreement or the services provided hereunder regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility thereof, and (b) each party’s maximum liability arising out of or in connection with this Agreement, any product, the services provided hereunder or any site will not exceed the amount paid or payable by Customer to Monster during the term hereof.
Each party agrees with respect to its use or provision of the Services to comply with all applicable laws, including but not limited to those relating to labour, employment and data protection. Customer also agrees that age, gender, religious beliefs, health, sexual orientation or ethnicity data or any other such information provided by an applicant will not be used in any employment-related decision. Each party to this Agreement shall be acting as an independent contractor and nothing herein shall be construed to create a partnership, joint venture or any type of agency relationship between Monster and Customer or any of Customer’s employees or agents. This Agreement, which may be executed in counterparts, contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), as well as any sales orders or other terms and conditions or purchase terms not supplied by Monster that have been or may from time to time be submitted by Customer, and cannot be amended or waived except in writing and agreed by both parties. Save as otherwise allowed in Clause 3, neither party may assign this Agreement in whole or in part, by merger, asset or share sale or transfer, or otherwise, without the prior written consent of the non-assigning party, except, in the case of Monster, (i) in connection with a merger, consolidation, reorganisation or sale of all or substantially all of its assets, or (ii) to a party controlling, controlled by or under common control with Monster (each a “Permitted Assignment”). No party has relied on any representation or warranty of any other party not expressly set forth in this Agreement. No failure or delay on the part of any party in exercising any right or remedy provided in this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy under this Agreement. In the event that any of the provisions of these conditions shall be determined by a competent authority to be invalid, unlawful or unenforceable to any extent, such provision shall to that extent be severed from the remaining provisions which shall continue to be valid to the fullest extent permitted by law. This Agreement, and any disputes between Customer and Monster relating to this Agreement, shall be governed by and construed in accordance with the laws of the Kingdom of Belgium and the parties submit to the exclusive jurisdiction of the Brussels courts. Each party’s performance under this Agreement is subject to force majeure. All notices given hereunder shall be given by first class mail, return receipt requested or overnight courier, to the respective addresses set out in the Sales Order, and shall be deemed given upon actual delivery thereof. No terms of this Agreement are enforceable by any person who is not a party to it.
1. MONSTER JOB POSTINGS
A job posting is an advertisement for a job vacancy placed on the Site/s specified on the Sales Order (“SO”). Job postings may be posted by Monster’s posting tool (MOHR/MHX), server alignment Business Gateway (BGW) or third party tool as specified in the SO.
Job postings are either “Fixed Location Jobs” or “Area-Wide Jobs”. These permit Customer to post jobs (i) with a duration specified in the Sales Order and (ii) to either a specified fixed location set forth in the SO or to any location, on the Sites (or parts thereof) specifically identified in the SO. Job postings must be posted during the Term, after which they all expire. Each job posting may include only one (1) job description in one location and one job category, with up to three occupations and three industries per category save that for Area-Wide Jobs, Customer may post in more than one location per category (as set out in the SO). Each job posting posted during the Term will be active for a maximum of the duration as set forth in the SO, even if the scheduled duration of such job posting extends beyond the expiration of the Term.
Any (1) re-activation of an expired job posting, (2) interruption or renewal of any job posting, (3) change in the Site (unless job product being purchased allows posting to multiple Sites) or (4) change in the reference code of a job where that job has been posted via BGW , constitutes use of an additional job posting. Customer acknowledges that job postings on the Sites also appear in search results on other websites.
A job posting may provide for automatic refresh every 30 days if stated in the SO.
Customer agrees that all postings that it displays on the Site will relate to specific live job positions and will not be stock or generic job descriptions. Save as set forth in the SO, Customer agrees not to post any job on any Site that: (i) does not comply with applicable laws or regulations; (ii) contains links to any site competitive with Monster; (iii) contain "hidden", irrelevant or misleading keywords; (iv) contains any pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an up front or periodic payment, pays commissions only (except where the posting states that it is commission only and clearly describes the products/services to be sold), or requires recruitment of other members, sub-distributors or sub-agents; (v) contains any logo or brands other than its own save as permitted by clause 6 of the Terms and Conditions; (vi) contains a hyperlink to Customer’s own career website; or (vii) contains a hyperlink to any website which contains material which is defamatory, offensive or obscene or of a menacing character or which may, in Monster’s judgment, cause annoyance or inconvenience or anxiety to any person including, without limitation, any racist, sexist, harassing, threatening, discriminatory, vulgar or abusive material, opinions or messages.
Monster reserves the right in its sole discretion to immediately remove any non-compliant job posting or postings on any Site which Customer has not expressly purchased, at any time.
2. JOB SEARCH RESULTS LOGO
Job Search Results Logo is an option that allows Customer to insert its logo into a list of results on all job searches.
4. CAREER AD NETWORK (CAN)
Customer will provide all materials for the CAN Ad in accordance with applicable laws and Monster’s policies in effect from time to time. All contents of CAN Ads are subject to Monster’s approval and Monster reserves the right in its sole discretion to reject or cancel any CAN Ad, space reservation, URL link or position commitment at any time. Monster does not undertake to review the content of any CAN Ad and any such review or approval shall not be deemed to constitute an acceptance by Monster that such CAN Ad complies with these terms nor will it constitute a waiver of Monster’s rights hereunder. Monster does not accept any CAN Ads that spawn pop-ups or that trigger a non-user initiated download.
If Monster fails to publish a CAN Ad in accordance with the Sales Order (or in the event of any other failure, technical or otherwise, of such advertisement to appear as provided in such Sales Order), Monster’s sole liability to Customer will be limited to, at Customer’s option, either a refund of the advertising portion of the fee relating thereto or re-placement of the CAN Ad in a comparable position. Any CAN Ad not launched during the duration set forth on the Sales Order will expire upon the end of such Product Duration.