Terms & Conditions - Courses listings

1. The following definitions apply:

• "Client" means the company, firm or organisation which has set up an account with Reed in order to use the Services.
• "Commencement Date" means the date for the commencement of the Services as set out in the Order Confirmation.
• "Order Confirmation" means, in the case of online orders, the confirmation of purchase on the Website of one or more of the Services; and in the case of orders via the Reed sales team, the form signed by the Client confirming details and pricing of the Services ordered by the Client.
• "Reed" means Reed Online Limited, acting through its division reed.co.uk.
• "Reed Group" means all companies in the same group as Reed. Two companies are in the same group if they share the same ultimate holding company.
• "Services" means the online course listing services as set out in clause 2.
• "Terms" means these terms and conditions.
• "Website" means www.reed.co.uk and includes without limitation its content, databases, software, code and graphics.

Services

2. The following Services are available from Reed via the Website:

• Standard course listings: the Client may advertise its courses on the Courses website (http://www.reed.co.uk/courses/). There is no limit on the amount of courses which may be advertised. There is no guarantee as to where/how high on search results the courses will display
• Featured course listings: the Client may advertise its courses on the Courses website (http://www.reed.co.uk/courses/). There is no limit on the amount of courses which may be advertised. Courses listed under Featured course listings will be given greater prominence on search results.
• Branding Opportunities: various opportunities to promote the Client's brands are available, including Provider Profile, where Reed will post a profile of the Client's company or organisation on the Website for an agreed time. E.g. http://www.reed.co.uk/courses/profile/home-learning-college
• Email Services: various email services are available, including targeted emails, where Reed will send a one-off email with details of the Client's course(s) to an agreed number of the most recently registered candidates who match the criteria set by the Client.

3. Reed shall provide the Services in accordance with these Terms. The Services do not constitute an offer by Reed, and Reed reserves the right in its sole and absolute discretion to refuse to offer the Services to any person or organisation.
4. A legally binding contract between Reed and the Client comprising these Terms and the Order Confirmation will come into effect when (i) in the case of online orders, the screen confirming successful purchase of Services appears on the Website or (ii) in the case of orders via the Reed sales team, Reed has received the Client's completed Order Confirmation. The Client acknowledges that such contract is conditional upon the Client passing Reed's credit checking process. Any terms and/or conditions introduced by the Client shall not form part of the contract unless Reed has signed a written agreement accepting such terms and/or conditions.
5. Reed shall perform the Services using information and criteria supplied by the Client. It is the Client's responsibility to provide accurate and up to date information.
6. The Client undertakes not to submit for inclusion in any course listings, its Provider Profile, or anything to appear on the Website, any material which is illegal, defamatory, offensive, fraudulent, violent, discriminatory, obscene or sexually explicit or which may adversely affect Reed or Reed's reputation.
7. Reed shall issue an invoice to the Client on formation of contract as set out in clause 4 above, and in the case of subscription Services, at agreed intervals in advance thereafter. The Client shall pay Reed's invoices in full within 14 days from the date of invoice. In the event of late payment, Reed may suspend any or all of the Services until payment is received. In the event that the Client fails to pay any invoice within 7 days of receipt of a notice to pay (receipt shall be deemed to be 2 working days after the date of such notice), Reed may terminate the Services and all outstanding invoices shall become payable immediately. In the case of subscription Services, the fees in respect of any outstanding minimum term shall also become payable immediately. For the avoidance of doubt, the Client shall remain liable for payment of all agreed Services notwithstanding such Services have been suspended or terminated under this clause 7. Without prejudice to any other remedy, Reed reserves the right to charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended.
8. Online payment services will be carried out by Sagepay. Payment online shall be subject to Sagepay's terms and conditions.
9. Once a contract has been formed, Reed cannot accept any cancellation of the agreed Services: no refunds will be given and outstanding invoices shall remain payable. Subscription Services are for a minimum term of 12 months unless otherwise agreed with Reed: in the event of early termination, no refunds will be given, outstanding invoices shall remain payable, and the fees in respect of any outstanding minimum term shall become payable. For Services purchased online, refunds may occasionally be given at Reed's sole and absolute discretion.
10. Reed may, in its sole and absolute discretion, add to, modify or discontinue any of the Services from time to time. However, this will not affect any Order Confirmation agreed prior to any change or withdrawal of the relevant Service.
11. Reed reserves the right to change the fees and/or these Terms from time to time, provided that no change shall be retrospective.
12. Without prejudice to any other remedy, Reed may terminate the Client's account and any or all contracts and Services with immediate effect in the event of material or persistent breach of these Terms by the Client or if Reed has reasonable grounds to believe that the Client cannot or will not pay its debts.
13. Reed reserves the right in its sole and absolute discretion to close any account at any time without reason. Examples of accounts that may be closed include, but are not limited to:
1. those of Clients who have not provided full or accurate contact or company information
2. those of Clients that Reed considers to be acting inappropriately or illegally
3. those of Clients who fail Reed's credit checking process, or who default on payment.
14. The Client agrees to use the Website and the Services in 'good faith' i.e. to post courses of reasonable quality, which provide both adequate and accurate course details. The Client also agrees that any abuse of the Services, Website or these Terms can result in the Client's access to the Services being removed, and its account terminated.
15. All intellectual property rights connected with the Services and/or the Website shall remain vested in Reed or any third party from whom such rights are licensed. The Client shall not reproduce, copy, modify, adapt, publish, transmit, distribute or in any way commercially exploit any material which is subject to any such intellectual property rights.
16. Reed cannot guarantee that (i) the Website and/or the Services will be available at all times; (ii) the Website will be free from errors, viruses and/or other harmful applications; and (iii) the Services will generate any applications, responses or results.
17. Reed shall not be in breach of these Terms if events beyond its reasonable control prevent Reed from performing the Services.
18. It is the Client's responsibility to protect their computers against any viruses and malware.
19. These Terms and, where appropriate, the Order Confirmation contain the entire agreement and understanding between Reed and the Client. The Client acknowledges that it has not relied on any representation made by Reed in entering this contract, however, nothing in this clause shall exclude any liability for fraudulent misrepresentation. To the fullest extent permitted by law, all terms implied by law or statute are excluded.
20. In the event that the Client makes a claim against Reed for whatever reason, Reed's liability (if any) shall not exceed the price paid or to be paid by the Client for the Services. Under no circumstances shall Reed 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 Reed's liability for death or personal injury by negligence or any other liability which cannot by law be excluded.
21. If any clause or part of a clause is held to be invalid or unenforceable, this will not affect the validity or enforceability of the remaining clauses or parts.
22. Notices to Reed shall be sent by email to recruiter.support@reed.co.uk and notices to the Client shall be sent by email to the address supplied on set up of the Client's account.
23. From time to time Reed will contact Clients in order to evaluate the service they receive and also to promote Reed's services and products.
24. The Client undertakes not to solicit, or endeavour to solicit, for employment or engagement with itself or any associated company or organisation, any employee of Reed or of any member of the Reed Group. Breach of this clause shall be a material breach and will entitle Reed, without prejudice to any other remedies it may have, to terminate the Client's account and Services immediately.
25. The Client will not be entitled to bring any claim or legal proceedings in respect of any refund or other repayment, howsoever arising, 4 years after the date on which entitlement to such refund or repayment arose. For the avoidance of doubt, the Website terms and conditions apply in addition to the above Terms.
26. The Terms shall be governed by English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Course Listings and Featured Course Listings

27. By submitting a course listing, the Client is authorising Reed to post such course on the Website.
28. The Client is responsible for the content of the course listing and will indemnify Reed against any claim, loss, liability, expense and/or damage ("Losses") in connection therewith.
29. Applicants' responses will be forwarded by Reed by e-mail. The Client is responsible for verifying the information contained in applicants' responses and Reed accepts no responsibility for the content of any such application.
30. All and any subsequent dealings between the Client and any applicant in connection with the applicant's response to the course listing are the responsibility of the Client and Reed accepts no liability whatsoever therewith.
31. The Client will comply with all applicable laws, including without limitation the Data Protection Act.
32. Reed reserves the right in its sole and absolute discretion to remove any course listing at any time without reason.  Examples of course listings that may be removed include, but are not limited to:
    1. those that Reed considers illegal, inappropriate or fraudulent.
    2. those that advertise franchise, pyramid, network marketing or get-rich-quick schemes.