LYNXPRO - TERMS OF USE

Created with Snap
Last update: 6 December 2016
1.1 LynxPro (the ‘Site’) is a website owned and operated by Lynx Recruitment Limited, a company registered in England with company number 04289642 and whose registered office is at 38 Grosvenor Gardens London SW1W 0EB with VAT code 787 068873 (‘Lynx’, ‘we’, ‘our’ or ‘us’).
1.2 Use of the Site is strictly subject to the conditions and limitations described in these Terms of Use (the ‘Terms’).
1.3 On LynxPro clients such as companies and other legal entities ('Clients') can discover supplier companies and other legal entities ('Suppliers', who may be referred to elsewhere on this Site as 'Talent') with skills matching professional services they need. The Site provides Suppliers with the tools to publish their details in an online database of professional services providers accessible to Clients (the 'Directory').
1.4 Users of LynxPro ('Users') are those Clients or Suppliers that register an account ('Account') as described below.
1.5 Depending on the reasons for using the Site, Users may choose to register as either Clients or Suppliers.
1.6 Those that visit the Site without registering and creating an account are defined as ‘Guests’.
1.7 The Site limits the amount of information that can be accessed by Guests. To access further information, a Guest must register on behalf of a Client or Supplier as a User and create an Account.
1.8 Each User and Guest (or ‘you’) acknowledges and agrees that, by accessing or using the Site it is agreeing to be bound by these Terms, whether or not registered on the Site. If an individual accepts these Terms on behalf of a company or other legal entity, he or she represents and warrants that he/she has authority to bind that company or other legal entity to these Terms.
SUPPLIERS
1.9 In accordance with these Terms, the Site provides registered Suppliers with tools that will enable them to describe the nature of the professional services they offer and to keep that information current.
1.10 Registering as a Supplier on the Site does not create or imply any obligation or commitment on Lynx and/or its subsidiaries or holding companies from time to time and any subsidiary of any holding company (with reference to a holding company or a subsidiary meaning a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006, as may be amended or replaced from time to time) (a ‘Group Company’) or any other third party company, and in particular, but without limitation that any future contracts or business will be generated by being registered on the Site.
1.11 During the Account registration process, Suppliers are required to provide certain mandatory information. Supplier details will not be published in the Directory until such information is provided.
1.12 Some of the information that we request during the registration process such as in relation to particular technical expertise, qualifications or experience will be used by Clients to assess a Supplier's competence in delivering the professional services that they offer. Accordingly, Suppliers take full and complete responsibility for the accuracy of the information that they provide when registering and keeping that information up to date. Suppliers must ensure that information about them on the Site is not incomplete, false or misleading.
1.13 Users acknowledge that all data that they transfer to the Site can be accessed by Lynx or any Group Company, in accordance with the provisions of these Terms and the LynxPro - Privacy Policy available at https://www.lynxpro.com/online/privacy.
1.14 It is acknowledged that information provided by Suppliers will be published to the Directory and some or all of that information may be available to Users from time to time.
1.15 At present, there is no charge for registering as a Supplier on the Site although Lynx may, at any time, offer Suppliers an enhanced, paid-for service to increase visibility or scope of Supplier information in the Directory. A Supplier's purchase of such an enhanced service shall be subject to further terms of use and payment of a fee agreed from time to time by the Supplier.
1.16 Lynx reserves the right to review and, at its reasonable discretion, reject an Account application or prevent the publication of, or suspend or remove Supplier Account information from the Directory or delete an Account at any time without notice. This may happen where Lynx has reason to believe such information is inaccurate or there has been a breach of these Terms or where business or technical requirements change.
CLIENTS
1.17 In accordance with the Terms, the Site provides Clients with tools to identify themselves and indicate what professional skills they are seeking.
1.18 Clients take full and complete responsibility for the accuracy of the information that they provide when registering and posting their requirements on the Site. Clients are obliged to keep such information up to date at all times and must not provide any incomplete, false or misleading information.
1.19 Registering as a Client on the Site does not create or imply any obligation or commitment on Lynx or any Group Company or any third party that a Client will find the professional skills it needs or that a particular Supplier is suitable or that their services are of a particular standard. It is acknowledged and accepted that Lynx does not routinely conduct due diligence on Suppliers when they are registered in its Directory, and is not obliged to so, although Lynx reserves the right at any time (at its discretion) to request information from a Supplier and/or take reasonable steps to verify the identity, creditworthiness, qualifications and/or suitability of a particular Supplier to be listed in the Directory). Each Client takes full responsibility for verifying the identity of any Supplier it locates through the Site and checking the qualifications and suitability of the Supplier (and its employees or contractors) to provide the products or services that it seeks.
1.20 The Site gives each Client access to the Directory through a search engine on the Site to look at profiles of Suppliers in order to determine whether there is any particular Supplier or Suppliers that may suit their needs. Where a Client identifies a potentially suitable Supplier or Suppliers, they are offered an opportunity to contact one of our sales agents to receive additional information regarding each chosen Supplier, to arrange a direct interview with each Supplier and, when the Client chooses to do so, negotiate and finalise the commercial contract with that Supplier directly, subject to these Terms. The Client will also be required to enter into a service contract with Lynx at that time which will once entered into govern the relationship between Lynx and that Client in respect of the agency services provided by Lynx ('Lynx Service Agreement')
1.21 In the event of any conflict or inconsistency between these Terms, the Lynx Service Agreement or any other purported terms, conditions, order or other document, the Lynx Service Agreement shall govern and prevail, followed by these Terms.
GENERAL PROVISIONS
1.22 Without prejudice to anything else specifically stated within a Lynx Service Agreement, in respect of Clients and Suppliers who become aware of each other solely or primarily as a result of using the Site, each of those parties undertakes not to solicit contact from the other and/or seek to enter into any arrangement with the other in respect of the services advertised or sought or on the Site with the purpose of circumventing Lynx's involvement or having to enter into a Lynx Service Agreement. Without prejudice to any other legal rights or remedies we may have, where we become aware of a breach of this provision or suspect that a breach may have occurred we may terminate the breaching party's or parties' Account(s) immediately without notice. We may also prohibit the relevant party or parties from registering any new Account(s) in the future.
1.23 Users agree that no claim or action has or will at any time be made by them relating to clauses 1.9 or 1.18 above.
1.24 Lynx may, at its reasonable discretion, and at any time revise these Terms and the availability and content of the Site. Lynx further reserves the right to suspend or delete an Account subject to and in accordance with these Terms.
1.25 These Terms, as amended from time to time, shall remain in force unless revoked or varied by Lynx.
2. Account registration
2.1 Access to certain parts of the Site is granted exclusively to Users that have registered. One Account is permitted per User.
2.2 Personal login details supplied at registration must relate to a living individual that has authority to bind the User.
2.3 If you do not agree to these Terms, we will not permit User registration.
2.4 When registering, each User represents and warrants that:
2.4.1 as an individual acting on behalf of a company or other legal entity, they are over 18 years old at the date of registration;
2.4.2 all information provided by them is truthful, correct and complete and shall be kept up to date;
2.4.3 it will ensure that it has the necessary authority and capacity to: provide the products or services it claims to offer as a Supplier; or purchase those products or services it claims to seek as a Client;
2.4.4 where personal information relating to an individual is submitted to the Site, the interested party has been duly informed of and consents to the submitting of their personal data to the Site for the purposes specified in the LynxPro – Privacy Policy available at https://lynxpro.com/online/privacy and that any and all obligations provided by applicable data protection law including but not limited to the Data Protection Act 1998 have been (and will at all times be) duly complied with by the User;
2.4.5 it will keep login credentials for their Account strictly private and confidential and not share them with any unauthorised party. Lynx is entitled to treat anyone using login credentials it has issued as having proper authority to act on behalf of the relevant User without making any further enquiry. Each User takes full responsibility for ensuring that where a relevant individual using personal log in details no longer has authority to act on its behalf (e.g. if an employee leaves) or that User becomes aware that its log-in credentials may be exposed to an unauthorised party, Lynx is notified in writing of the situation without delay.
2.5 Lynx may contact Users from time to time using the email address(es) provided by that User. For more information on how Lynx may use an individual's email address and other personal data please visit the LynxPro – Privacy Policy available at https://www.lynxpro.com/online/privacy.
3. Account modifications
3.1 Users’ acceptance of these Terms must be renewed on each occasion that changes are made to an Account.
4. Account deletion
4.1 Users can delete their Account at any time. Any and all data related to an Account that is deleted in accordance with this clause 4.1 will no longer be accessible by the User or available to other Users of the Site.
4.2 The registration of a new Account by a User who has previously deleted an Account in accordance with clause 4.1 above shall not give the User access to their old Account details and that User will need to resubmit all their details.
4.3 Accounts, including all information provided by Users, not accessed in more than six consecutive calendar months may be deleted by Lynx without any notice or liability to that User.
4.4 Accounts, including all information provided by Users, may be deleted by Lynx without notice where Lynx has reasonable grounds to believe that incorrect, misleading or false information has been provided.
4.5 The obligations of confidentiality in clause 7 of these Terms of Use shall survive the deletion of an Account under this clause 4.
5. Changes to these Terms
5.1 Lynx reserves the right to supplement or revise these Terms at any time. Where significant changes are made to these Terms, Lynx will notify the User by email as soon as reasonably practicable and/or by message posted to the Site after the User’s first Account log-in following the changes.
5.2 If a User does not accept the amended Terms, it is entitled to reject them by deleting his/her Account. Further use of an Account following such amendment will be regarded as full acceptance of the amended Terms.
5.3 Changes to these Terms of Use will be effective 5 working days following their publication on the Site.
6. Liability
6.1 To the fullest extent legally permitted, Lynx shall not be liable, whether in contract, tort or negligence, for any (i) indirect or consequential loss or damage (howsoever arising); or (ii) any lost revenue, savings, contracts, reputation or goodwill (whether direct or indirect), that may result from a User’s registration on or use of the Site whether as a Supplier or Client including, without limitation, any engagements or agreements entered into between Users as a result of their information being published in the Directory.
6.2 Users also agree and acknowledge that they shall be solely liable for commercial decisions they take based on information they acquire when using the Site and will do everything reasonably required to ensure that the information provided or they have received is accurate, complete and up-to-date and does not violate any law, including, but not limited to, any data protection laws.
6.3 Neither Lynx nor any Lynx Group Company shall be liable for any losses (howsoever arising) resulting from or otherwise linked to the voluntary publication by Users of information or personal data (including, without limitation, the personal data of Users’ employees and other personnel) and use of the Site. Without prejudice to the generality of the foregoing, neither Lynx nor any Group Company shall be liable for the unauthorised use of information or personal data by third parties.
6.4 Where a User posts information or other content about itself, its business or personnel to the Site or Directory (‘Business Information’), it gives Lynx or its Group Companies a royalty-free, non-transferable irrevocable right to reproduce, distribute and publish such Business Information on the Site or Directory (and in any material promoting or advertising the same). Subject to clause 6.8, each User agrees and acknowledges that neither Lynx nor any Lynx Group Company shall be liable for the communication, publication, duplication, modification or alteration of sensitive, private or confidential data posted or published to the Site by Users.
6.5 Each User shall indemnify and defend Lynx and/or any Lynx Group Company (including, where the context permits, their officers, directors, agents, employees and sub-contractors) in respect of any action, claim, demand, loss or damage (actual and consequential) of every kind and nature, known and unknown and corresponding costs (including without limit professional legal fees) arising out of or in any way connected with:
6.5.1 posting by that User of (i) personal data and matters described in clause 6.3, and (ii) Business Information and matters described in clause 6.4;
6.5.2 any agreement, engagement or arrangement entered into between that User and any other Client, Supplier or User of our Site or Directory;
6.5.3 any false, inaccurate, out of date or misleading information being provided by that User (or someone acting on its behalf) to our Site or Directory; or
6.5.4 any third party claim or action caused by that User breaching applicable law or these Terms.
although the above indemnity shall not apply to the extent that a third party claim or action for which such indemnity is sought hereunder would not have arisen but for Lynx's own gross negligence or wilful misconduct.
6.6 Neither Lynx nor any Lynx Group Company guarantees that the Site shall function without interruption or fault and shall in no circumstances be liable for inability to use the Site or technical faults or infrastructure problems with the Site. Without prejudice to the foregoing, subject to clause 6.8, neither Lynx nor any Lynx Group Company will be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect a User’s computer equipment, computer programs, data or other proprietary material due to a User’s use of the Site or to downloading of any content on the Site, or on any website linked to the Site.
6.7 THESE TERMS ARE IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS OR CONDITIONS AND EXCEPT AS EXPRESSLY SET OUT HEREUNDER, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES, TERMS OR CONDITIONS IN RELATION TO OUR SITE OR DIRECTORY SERVICES WE PROVIDE HEREUNDER (WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR TERMS RELATING TO QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.8 Nothing in these Terms of Use excludes or limits our liability for death or personal injury arising from our negligence, or for fraud or fraudulent misrepresentation, or any other liability that cannot be legally excluded or limited under contract. Nothing in these Terms shall limit any compulsory statutory rights under applicable law that a User may have if they are deemed to be using this Site as a consumer.
7. Intellectual Property & Confidentiality
7.1 The intellectual property rights (including the rights to any inventions or patents, copyright, design rights, trade marks, goodwill in relation to any business names or signs, domain names, database rights, know-how and other intellectual property rights, whether registered or unregistered, existing anywhere in the world) in relation to this Site or Directory and their respective contents, including, without limitation any data, lists, text, designs, layouts, images, computer code, or other audio visual material in any form that is made available to Users (‘Site IP’) belongs to Lynx or its licensors and except to the extent expressly set out in these Terms, Users or Guests acquire no right, title or interest in relation to such Site IP.
7.2 Users or Guests must not use, copy, modify, adapt, distribute, publically share or make available, offer for rent or lend, republish, frame, provide links to or upload any Site IP or any data, content or material (in any form) summarised, extracted or copied from the Site or Directory for any public or commercial purpose without Lynx's prior written consent (which may be withheld at its sole discretion).
7.3 Users acknowledge that all confidential information accessible from the Site and/or that can be derived from using the Site and/or any know-how developed or acquired in the course of using the Site must be kept secure and must not be published, communicated or utilised other than for purposes connected with a User’s use of the Site for the purposes contemplated hereunder.
7.4 Confidential information referred to in clause 7.3 includes but is not limited to:
7.4.1 non-public information relating to research and development, products and production processes, whether or not implemented or registered, relating to Lynx and/or any Lynx Group Company and/or their customers and suppliers;
7.4.2 information relating to the organisation, structure, workforce or commercial partners of Lynx and/or any Lynx group companies;
7.4.3 non-public documents, software, data and confidential know-how connected with the Site.
7.5 The obligations of confidentiality in this clause 7 shall survive the termination of these Terms of Use, for whatever reason. Information that enters into the public domain shall not be regarded as a breach of clause 7.3 unless the User (or someone acting under their authority) was responsible for its disclosure in breach of these Terms.
7.6 In the event that the Site’s login system fails or Users have reasonable grounds to suspect the unauthorised use of an Account, Users must notify Lynx as soon as reasonably practicable. Lynx shall have no responsibility for such unauthorised use.
8. Improper use
8.1 You may only use our Site for lawful purposes. You must not use our Site:
8.1.1 in any way that breaches any applicable local, national or international law or regulation;
8.1.2 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
8.1.3 for an anti-competitive or unethical purpose (in our reasonable view) for example, to engage in bid-rigging or unlawfully colluding with other registered Users;
8.1.4 for the purpose of harassing, abusing, harming or attempting to harm other Guests or Users in any way;
8.1.5 to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (commonly known as spam);
8.1.6 to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any software or hardware; and
8.1.7 where a acting in a professional capacity, other than in accordance with appropriate standards of care, skill and diligence that would reasonably be expected of a professional engaged in similar undertaking as yourself.
8.2 You also agree not to reproduce, duplicate, copy or re-sell any part of our Site and not to access without authority, interfere with, damage or disrupt:
8.2.1 any part of our Site;
8.2.2 any equipment or network on which our Site is stored;
8.2.3 any software used in the provision of our Site; or
8.2.4 any equipment or network or software owned or used by any third party.
8.3 Bots, spiders, crawlers and similar systems are not permitted on our Site. Users are prohibited from using any automated device to monitor or copy the Site contents and display them on other websites or as part of another directory service.
8.4 Unless explicitly agreed in writing by Lynx, Users are expressly prohibited from using any information available on the Site for commercial gain other than as expressly contemplated hereunder.
8.5 Users are not permitted to access or interact with the Site in such a way that could cause damage of any kind to the Site or its underlying systems and functionalities.
8.6 Actual or suspected breach of this clause 8 by a User shall entitle us to immediately suspend or terminate their Account permanently without notice and prohibit that User from having any further access to the Site.
9. Applicable law - Jurisdiction
9.1 These Terms of Use and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.
9.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Use.
10. Miscellaneous
10.1 These Terms constitute the entire agreement between Guests and Users and Lynx relating to the use of the Site, not including any paid-for service which Lynx may offer from time to time in accordance with clause 1.14.
10.2 If at any time any provision or part-provision of these Terms (including any one or more of the relevant clauses or any sub-clause or paragraph or any part thereof) is held to be or becomes invalid, illegal or otherwise unenforceable for any reason, the same 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 deleted. Any modification or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms of Use.
10.3 Lynx may assign any of its rights and transfer, delegate or subcontract any of the obligations or services referred to under these Terms to a Group Company or other third party from time to time without notice.
10.4 No delay or failure by Lynx to exercise or enforce any of its rights or remedies under these Terms of Use shall constitute or be deemed to constitute a waiver of those rights or remedies.
10.5 Any communication required by these Terms of Use shall be addressed to: Matthew Smith/Partner, Lynx Recruitment Limited, 38 Grosvenor Gardens London SW1W 0EB, United Kingdom or starbytes_premium@Lynxltd.co.uk.