TERMS AND CONDITIONS

1. The Service and the contract with you

1.1. These Terms and Conditions are between H.Clarkson & Co. Limited, a company incorporated in England and Wales withcompany number 00152738 and registered address at Commodity Quay, St Katherines Docks, London United Kingdom E1W 1BF ("Clarksons", "we", "us" or "our") and you, the individual using the Service ("you").

1.2. Clarksons offers a free web-based service ("Service") that provides a digital interviewing platform together with related services for candidates to apply for employment opportunities with Clarksons and/or its Affiliates (as defined below). The Service allows candidates to conduct online interviews, take online assessments and provide Clarksons with information relating to candidates' applications. All the materials, tools and functionality made available through the Service are referred to in these Terms and Conditions as "Content" and are deemed to form part of the Service.

1.3. Your use of the Service is subject to and governed by these Terms and Conditions and the Privacy Policy. These Terms and Conditions and the Privacy Policy form a legally binding agreement between you and Clarksons in relation to your use of the Service. It is important that you take the time to read them carefully. If you do not agree to these Terms and Conditions and the Privacy Policy, you may not use any part of the Service.

1.4. We reserve the right to modify these Terms and Conditions at any time without notice. The latest version of these Terms and Conditions will always be available via the Service and you are expected to check for updates to these Terms and Conditions each time you use the Service. Modifications and additions to the Service itself are also subject to these Terms and Conditions. Your continued use of the Service after these Terms and Conditions or the Service have been modified will constitute your acceptance of any change.

1.5. Please note that these Terms and Conditions relate to the Service only, and that if you wish to use other products or services offered by any of the Affiliates of Clarksons, you may be required to enter into separate terms and conditions relating to such products and services. The term "Affiliate" means any person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Clarksons. The term "control" (including the terms "controls", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management, policies or activities of a person, whether through ownership of securities, by contract or agency or otherwise.

2. Registration

2.1. To access and use the Service you will need to register a user account ("Account"), for which you must provide certain information about yourself as prompted by the registration form ("Registration Data"). All Registration Data must be true, accurate, current and complete and you must maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

2.2. On registering to use the Service, if you choose, or you are provided with, a user identification code, password or other piece of information as part of our security procedures ("security ID") which must be used to access the Service, you must treat such security ID as confidential and you must not disclose it to any third party.

2.3. Your security ID is personal to you and is not transferable, and is the method used by us to identify you and so is very important. You are responsible for all information submitted or posted through the Service by anyone using your security ID. You must notify us immediately if you know or have reasonable grounds to suspect that any person not authorised to access the Service has obtained your security ID or has had unauthorised access to the Service.

2.4. You are responsible and liable for all activities conducted through your Account, regardless of who conducts those activities.

3. Using the Service

3.1. The Service may be used for personal use only by individuals seeking employment with, and/or career information relating to, Clarksons and/or its Affiliates.

3.2. You agree to use the Service only for lawful purposes and only in compliance with (i) all applicable local, national and international laws and regulations connected with the Service, (ii) these Terms and Conditions, and (iii) any reasonable instructions and guidelines that Clarksons may issue within the Service or otherwise in relation to the Service from time to time.

3.3. Clarksons may in its sole discretion amend or remove any part of the Service at any time without liability.

3.4. You are permitted to download and print content from the Service solely for you own personal use.  Content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any reason without our express written permission. You are not entitled to use the Content for commercial exploitation in any circumstances.

3.5. You must not:

  • resell, reproduce or otherwise exploit any part of the Service without the express written permission of Clarksons;
  • copy, modify, distribute, dissemble, reverse engineer or decompile any aspect of the Service; or
  • adapt or circumvent or disable any technological protection measures contained in or used to protect the Service.

3.6. You must not 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 computer software.

4. Closing your Account; termination

4.1. You may terminate your Account at any time by notifying us of your wish to do so in writing.

4.2. Clarksons may suspend or terminate your Account at any time in its sole discretion. Clarksons may also terminate these Terms and Conditions at any time in its sole discretion. We reserve the right to refuse access to any part of the Service to any individual in our sole discretion.

4.3. Termination of these Terms and Conditions, by you or by us, will automatically terminate your Account.

4.4. On the termination of these Terms and Conditions the following sections will continue in force despite such termination: sections 3.5, 6.1, 6.2, 6.5, 8.2 and 9.

5. Payments by you

5.1. Clarksons provides the Service free of charge.

6. Copyright and other intellectual property

6.1. Clarksons and its licensors reserve all rights in and to the Service except as expressly set out in these Terms and Conditions.

6.2. Clarksons and its licensors own all intellectual property rights in and to the Service, including but not limited to the software used to implement the Service, the Content, all information used to create the Content, Clarksons' or its Affiliates' video clips and transcripts, and all logos, images and interface elements contained within the Service.

6.3. Clarksons hereby grants to you a limited, non-transferable, non-sublicensable, licence for as long as these Terms and Conditions remain in force, to access and use the Service as set out in these Terms and Conditions.

6.4. If you breach your obligations under these Terms and Conditions, close your Account or these Terms and Conditions are terminated, all licences granted to you under these Terms and Conditions will automatically terminate.

6.5. In respect of any service or Content provided through the Service by a third party supplier of Clarksons, you will comply with such third party supplier's applicable terms and conditions (as notified to you by Clarksons from time to time), in addition to these Terms and Conditions.

7. Contributing material to the Service

7.1. Whenever you upload, edit, modify, adapt or submit material or information to the Service, or cause any of these actions to happen (any of which is a "Contribution"), you must:

  • have (and will continue to have) all necessary licences, rights, consents, and
    permissions which are required to enable us to use your Contribution in the manner contemplated by the Service and these Terms and Conditions; and
  • ensure that the Contribution does not contain any third party material that is subject to other third party proprietary rights (including rights of privacy or rights
    of publicity), unless you have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant us the licence referred to in section 7.5 below.

7.2. You agree that all Contributions shall not:

  • be unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or
    racially or ethnically offensive;
  • facilitate illegal activity;
  • depict sexually explicit images;
  • promote unlawful violence;
  • be discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  • otherwise be illegal or cause damage or injury to any person or property.

7.3. You warrant that each Contribution complies with sections 7.1 and 7.2 above, and you agree to defend, indemnify and keep indemnified Clarksons and its Affiliates, its licensees, assignees and successors in title from and against any claim or alleged claim, suit or proceeding brought against Clarksons and/or any of its Affiliates, its licensees, assignees and successors in title based upon a claim that a Contribution breaches section 7.1 or 7.2 above.

7.4. Subject to these Terms and Conditions, we acknowledge and agree that you retain ownership of all your intellectual property rights to your Contributions, and no intellectual property rights shall be assigned from you to us.

7.5. By submitting, posting or displaying Contributions to or on the Service you grant Clarksons and its Affiliates a perpetual, royalty-free, non-exclusive, irrevocable, transferable, world-wide licence to use, copy, distribute, publish, create derivative works of, use for any commercial purposes and disclose to third parties any Contribution in connection with the Service.

8. Service availability

8.1. We do not guarantee that the Service will be available at all times and there will be times when the Service will be interrupted for maintenance, upgrades or repairs or due to failure of services or equipment. We reserve the right to modify, suspend or discontinue all or part of the Service at any time with or without notice.

8.2. Information transmitted to or from the Service will pass over public telecommunications networks. You agree that we are not liable or responsible to you for any delay, interruption, unavailability or discontinuance of the Service.

9. General conditions

9.1. Exclusion of warranties

The Service is provided "as is" and "as available" and Clarksons expressly disclaims and excludes all representations or warranties of any kind, either express or implied, to the maximum extent permitted by applicable law in relation to any aspect of the Service. In particular and without limitation, we do not warrant that the use of the Service will be uninterrupted or error-free, or that any aspect of the Service will be fit for a particular purpose or will be true, complete or accurate. You assume sole responsibility and risk for your use of any aspect of the Service.

9.2. Limitation of liability

You agree that, to the maximum extent permitted by law, Clarksons and its Affiliates will not be held responsible or liable for any indirect, incidental, consequential, special, exemplary or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, opportunities or goodwill arising out of or relating in any way to your use of the Service or inability to use the Service, or to your use of or reliance on any aspect of the Service. Except as mandated under applicable law, your sole remedy for dissatisfaction with the Service is to stop using the Service.

We encourage you to keep a back-up copy of your Contributions. To the maximum extent permitted by law, in no event shall Clarksons or any of its Affiliates be liable for the deletion, loss, or unauthorised modification of any Contribution.

In no event shall the aggregate liability of Clarksons and its Affiliates exceed £[50].

You expressly acknowledge and agree that the restrictions on the liability of Clarksons and its Affiliates under these Terms and Conditions (including as to the disclaiming of any warranties) are reasonable in the context of the Service being provided free of charge.

Neither Clarksons nor any of its Affiliates take any responsibility for any consequences of you using any aspect of any Service, and your use of the Service does not guarantee your acceptance onto any training scheme or programme offered by, and/or any offer of employment to you by, Clarksons or any of its Affiliates.

9.3. Indemnification

You agree, at your own expense, to indemnify, defend, and hold harmless Clarksons and its Affiliates against any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising from any claims, actions or demands related to or alleged to relate to your use of or access to the Service, or violation of these Terms and Conditions by you or by any unauthorised party using your Account.

9.4. Links to other sites

The Service may contain links to other websites and/or services. We accept no responsibility or liability for any material supplied or contained on any third party website which is linked from or to the Services, or any use of personal data by such third party.

9.5. Severability

If any section (or part of a section) in these Terms and Conditions is determined to be invalid or unenforceable by any court or administrative body of competent jurisdiction, you and us agree that the court should endeavour to give effect to your and our intentions as reflected in the section, and the validity and enforceability of the rest of these Terms and Conditions will not be affected.

9.6. Waiver

No failure or delay by us to exercise a right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

9.7. Governing law

These Terms and Conditions are governed by and construed in accordance with the laws of England and Wales without regard to the choice or conflicts of law provisions of any jurisdiction, and the courts of England and Wales have exclusive jurisdiction, provided that Clarksons may seek injunctive relief in any jurisdiction in order to enforce its rights under these Terms and Conditions.

9.8. Entire agreement

These Terms and Conditions represent the entire understanding between you and us in respect of your relationship with Clarksons as a user of the Service. These Terms and Conditions supersede any previous agreements between you and us including previous revisions of these Terms and Conditions.

9.9. Privacy Policy

Clarksons agrees to use your personal information in accordance with the Privacy Policy from time to time. You consent to Clarksons using your personal information as set out in the Privacy Policy.

9.10. Time limitation on claims

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.