BETWEEN: -

(1) Property Jobs Direct Ltd (’PropertyJobsDirect’) whose registered office is located at 186-192 High Road, Ilford, IG1 1LR and (2) Companies or individuals licensed to use PropertyJobsDirect Services by the Client or the Client itself making use of the Services (hereinafter referred to as "the User" or "you"). If you wish to use the PropertyJobsDirect Services you must agree to the terms below as the exclusive basis for such inclusion which are deemed to be accepted by you when logging in to the PropertyJobsDirect Website(s) or other site(s) that utilise PropertyJobsDirect servers for the purpose of providing the Services.

IT IS HEREBY AGREED THAT: -

1. Definitions

In this Agreement, the following terms shall mean:-

1.1 "Administrator" means such person as the User authorises to liaise with PropertyJobsDirect, to post information to the PropertyJobsDirect Website(s).

1.2 "Intellectual Property Rights" means all copyrights, patents, registered and unregistered design rights, trademarks and service marks, database rights, domain names and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.

1.3 "Material" means text, graphics, images, sound, video or any combination thereof.

1.4 "Service Fee" means the subscription fee for the Services payable by the Client.

1.5 "Services" means services selected by the Client and indicated in the Sales Order, which provide a mechanism whereby the User may manage candidates for Vacancies

1.6 "The User’s section of the Website" means the section(s) of the Website containing the information relating to the User’s Services.

1.7 "Vacancy" means a current employment position and Vacancy shall be construed accordingly.

1.8 "Website" means www.PropertyJobsDirect.com and any sub-directories and sub-domains thereof.

2. The Agreement

2.1 In consideration of the User complying with the provisions of this Agreement and the Client paying the Service Fee, PropertyJobsDirect agrees to provide the Services to the User.

2.2 Subject to clause 10 below, the term of this Agreement shall last until termination of the agreement between the Client and PropertyJobsDirect.

2.3 The User undertakes to check all information and Material submitted to PropertyJobsDirect in relation hereto for inclusion in the User’s section of the Website or otherwise before submission and accepts that PropertyJobsDirect may refuse to process or post such information and Material if PropertyJobsDirect deems it to be offensive or inappropriate.

3. Warranties

3.1 PropertyJobsDirect warrants that it shall perform its duties hereunder in a timely and professional manner and that all details which it holds in relation to the User shall be held and processed in accordance with PropertyJobsDirect’s Data Protection registration and shall not be sold to any third party.

3.2 PropertyJobsDirect does not warrant that:

3.2.1 the provision of the Services will be uninterrupted or error-free; or

3.2.2 where it posts any Material to the Website such Material will be complete and accurate and accord with the Material submitted by the User or the Administrator; or

3.3 The warranty set out in Clause 3.1 is exclusive of and in lieu of all other conditions and warranties, either expressed or implied, statutory or otherwise, including without limitation those relating to satisfactory quality or fitness for purpose.

3.4 Some of the functionality of the Services relies on utilisation of the more recent features of browser technology and security in order to perform correctly. PropertyJobsDirect strongly recommends the use of Microsoft Internet Explorer Version 6 or higher and cannot guarantee that full functionality will be available to Users using earlier versions of Internet Explorer or browser software from other manufacturers

4. Website Content

4.1 The User recognises and accepts that it bears sole responsibility for checking the accuracy and content of all Material on the User’s section of the Website and for any Material or other information provided to PropertyJobsDirect. For the avoidance of doubt, this clause shall apply to all Material, whether posted on the User’s section of Website by the User itself, or on the User’s behalf by another person (whether PropertyJobsDirect or a third party).

4.2 PropertyJobsDirect agrees that upon written notice from the User of any inaccuracies in the Material it will use reasonable efforts to rectify the inaccuracies PROVIDED ALWAYS that the correct information is provided to PropertyJobsDirect by the User or the Administrator.

4.3 The User warrants, represents and undertakes that none of the Material appearing on the User’s section of the Website will

4.3.1 be obscene, indecent, defamatory, illegal, illicit, infringing of third party rights (of whatever nature and including, without limitation, any Intellectual Property Rights) or otherwise unlawful under any jurisdiction from which the Website may be accessed;

4.3.2 be in breach of any applicable regulations, standards or codes of practice (notwithstanding that compliance may not be compulsory);

4.3.3 harm the reputation of PropertyJobsDirect in any way.

4.4 The User warrants, represent and undertakes that:

4.4.1 either it has sole ownership of all Intellectual Property Rights in Material appearing on the User’s section of the Website and/or it has obtained and will maintain during the course of this Agreement full and effective licence(s) from all relevant third parties allowing the User to use relevant Material and to permit its dissemination worldwide by PropertyJobsDirect hereunder; and

4.4.2 it will ensure and satisfy itself as to the integrity, validity and completeness of any data or other Material, which it provides to PropertyJobsDirect.

4.5 PropertyJobsDirect shall retain the right at all times to amend, modify or suspend the Website (or any part thereof) from time to time including without limitation refusal to provide the Service or any part thereof, refusal to post any Material (where the User requests its posting) and to suspend availability of the User’s section of the Website, place a prominent notice on the User’s section of the Website where an allegation of defamation or Intellectual Property Right infringement is made by a third party or place a link on the Website to another website containing the alleger’s version of events and/or to remove any Material already appearing on the User’s section of the Website which may, in the opinion of PropertyJobsDirect not be in compliance with any of the provisions of Clauses 4.3 or 4.4.

4.6 PropertyJobsDirect’s rights under Clause 4.3 above shall be without prejudice to the sole responsibility of the User for content of Material and the User’s section of the Website under Clause 4.1. Posting of Material by PropertyJobsDirect on the Website shall not under any circumstances constitute a waiver of any of its rights in relation to such Material or of any breach of the User’s obligations under this Agreement.

4.7 By submitting an advertisement you are formally confirming that the content of the advertisement is fully compliant with Section 29 of the Race Relations Act 1976, as amended. PropertyJobsDirect will seek to rely on the residual Section 29(4) - protection for publishers - in the event of a discriminatory advertisement being posted on the website.

4.8 Database rights and all other applicable copyright and intellectual property rights in the database belong to P