These Terms of Service (the “Agreement”) are a legal agreement between the company identified in the [registration form] (“You” or “Your”) and Sort Holdings Ltd, a private limited company registered in England and Wales with company number 10454737 and having its registered address situated at 1-4 Kings Parade, Lower Coombe Street, Croydon, London, CR0 1AA (“Sort”, “Sort Holdings Ltd” or “We” “Our” or “Us”).
By creating your Account, You agree to be bound by the terms of this Agreement. If You do not agree to this Agreement, You must not sign up for an Account and shall not make use of any of the Services or the Website. By agreeing to this Agreement, You acknowledge that You have read this Agreement, understood it, and agree to be bound by its terms and conditions.
We may amend this Agreement from time to time. We will provide You with advance notice of the modifications via email to the email associated to Your Account and by posting a written notice on the Website and You hereby agree that this shall constitute adequate notice in this regard. All amended terms automatically take effect on the sooner of the day any Authorised User uses the Website and/or Services, or thirty (30) calendar days after they are initially posted on the Website. Your use of the Website and/or Services following the effective date of any modifications to this Agreement will constitute Your acceptance of this Agreement, as modified.
“Account” shall mean an account that You have with Sort to use the Services;
“Affiliate” shall mean, in relation to a party, any subsidiary or holding company of that party and any subsidiary from time to time of a holding company of that party;
“Applicable Law” shall mean all applicable laws, statutes, regulations and codes from time to time in force to which Sort is subject;
“Authorised User” means any employee or other person You permit to use the Services and the Website;
“Business Day” shall mean a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
“Confidential Information” shall mean all information provided by You or Us (the “Disclosing Party”), to the other party (the “Receiving Party”), whether orally or in writing, which is clearly designated by a party as being confidential to it (whether or not it is marked "confidential"), or which ought reasonably be considered to be confidential, provided that Confidential Information shall not be construed to include any information that is:
(a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party,
(b) discovered or created by the Receiving Party before disclosure by the Disclosing Party,
(c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives, or
(d) is disclosed by the Receiving Party with the Disclosing Party's prior written approval;
“Data” shall mean all information (including Personal Data, Know-How and Confidential Information) relating to Your Authorised Users and Your business, some of which may not be publicly available, including but not limited to technical and commercial information concerning Your or any of Your Affiliates’ business, systems, processes, software and services, as the case may be;
“Fees” shall mean all fees and charges that are payable by You to Sort for use of the Services, as are set out in more detail in Your Subscription Plan;
“Intellectual Property Rights” shall mean the copyright, including the moral and related rights, rights to use, musical works, literary works, designs, databases or any other copyright protected works, trade names, protected business identifiers, patents, utility models and trade marks, and all other industrial and intellectual property rights, in each case whether registered or unregistered, which currently subsist, or will subsist, now or in the future, in any part of the world;
“Know-How” shall mean unpatented information, knowledge, experience, formula, research, processes, studies, reports, Data and designs developed by You and/or in Your possession;
“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
“Service/s” shall mean the services provided by Sort via the Website from time to time including but not limited to, posting of job and other opportunities, posting of employer information, targeting of opportunities, notifications to interested users, statistics relating to user engagement;
“Subscription Plan” shall mean one of the different subscription packages through which You can use the Services as further described on the Website;
“Subscription Term” shall mean the period of time for which subscription to the Services shall be made available by Sort to You, unless terminated earlier in accordance with clause 5;
“Third Party/ies” shall mean any persons, whether legal or natural, which are neither You nor Sort (nor Your or Our Affiliates);
“Trial Period” shall mean free access provided to You by Sort for a limited and established period of time, to the Services, which shall be granted at the sole discretion of Sort, which access may be revoked by Sort at any time without need of any prior notice;
“Website” shall mean the website www.sortyourfuture.com, in addition to any sub-pages that are integrated within the Website;
2. Account Registration, Access and Disclosure
2.1. To use the Website and benefit from Our Services, You must create an Account by completing a registration form and by providing Us with all required information. You agree to provide Us with complete and accurate information upon registration and to keep such information accurate and up-to-date during the Subscription Term.
2.2. We hereby grant to You a non-exclusive and non-transferable right, without the right to grant sublicences, to permit Authorised Users to access the Website and the Services during the Subscription Term. You shall ensure that only Authorised Users are permitted to use Your Account to access the Website and the Services. In the event of any unauthorised access or use of the Website or Services, you shall promptly notify Us. You shall ensure that all Authorised Users use the Website and the Services in accordance with this Agreement and You shall be responsible for any Authorised User’s breach of this Agreement.
2.3. We reserve the right for Us, Our contractors or Our employees, after obtaining Your prior consent, to access Your Account and the information that You have provided for support, maintenance and servicing purposes or for any security-related, technical or billing reasons.
2.4. It is Your responsibility to maintain the confidentiality of Your Authorised Users’ usernames and passwords. You are also responsible for promptly notifying Sort of any unauthorized use of Your account, or breach of Your Account information or password. Except to the extent that such loss has been caused by any breach or negligence of Sort, Sort will not be liable for any loss that You may incur as a result of someone else using any of Your Authorised Users’ usernames or passwords, either with or without Your knowledge.
2.5. Your Affiliates shall be permitted to use the Services and the Website in accordance with the terms of this Agreement, provided that You remain fully responsible for the Affiliates’ use.
3.1. We offer several different Subscription Plans for Our Services. Your Subscription Plan is selected during Your Account registration and You can choose to change Your Subscription Plan at any time.
3.2. Any payment of Fees shall be made in accordance with the terms set out in Your Subscription Plan.
3.3. All fees quoted on the Website are exclusive of VAT or any other taxes that may be applicable. For additional information on Our Subscription Plans, please contact Us using the form on the ‘Help and Support’ section of the Website. If, pursuant to clause 3.1 above, You change Your Subscription Plan, We will apply the new fees from the next billing period.
3.4. We reserve the right to amend the Subscription Plans and/or Subscription Term at any time or introduce new Fees. We will provide You with thirty (30) calendar days’ written notice in advance of making any amendments, during which time You will have the right to terminate or change Your current Subscription Plan, without any additional liability, and You shall be entitled to a refund of any prepaid Fees not yet incurred from the date of termination until the end of Your current Subscription Term. If We do not hear from You within thirty (30) calendar days of issuing such written notice, You shall be deemed to have accepted the amendments.
4. Subscription Term and Renewal
4.1. Trial Period. The duration of the Trial Period is specified when you create Your Account. At the end of the Trial Period, You will be prompted to enter Your payment details if You have not already done so. If You have already updated Your payment details, Your credit card, Direct Debit, or PayPal account (as applicable) will be automatically charged on the billing date set out on the billing section associated to Your Account on the Website. If You do not provide Your payment details when prompted, You may only make use of the free version of the Services.
4.2. Renewal Term. Unless Sort is notified in writing at least three (3) Business Days before the end of the conclusion of Your current Subscription Term (or any subsequent Renewal Term) that You do not intend to renew Your Subscription Plan, Your Subscription Plan will automatically renew under the same Subscription Plan and for the equivalent duration as the Subscription Term that immediately preceded (the “Renewal Term”). This applies to all Subscription Plans involving both monthly and annual Subscription Terms. Written notice of Your intention not to renew, in accordance with this clause 4.2, must be provided via the options set out in the ‘Billing and Payments’ section of the Website.
5.1. Either You or We may terminate this Agreement as a result of a material breach by the other party of this Agreement which is irremediable or (if such breach is remediable) the defaulting party fails to cure such material breach within fifteen (15) calendar days of its receipt of written notice of the breach from the non-defaulting party.
5.2. We may immediately terminate this Agreement if You:
- terminate Your business activities or become insolvent;
- admit in writing to the inability to pay Your debts as they mature;
- make an assignment for the benefit of creditors;
- become subject to direct control of a trustee, receiver or similar authority; or
- do not pay the fees when due in accordance with Your Subscription Plan.
5.3. In the event that this Agreement is terminated by Us in accordance with clauses 5.1 or 5.2, You agree, without limiting any of Our other rights or remedies, to pay all remaining Fees payable through the remainder of Your Subscription Term.
5.4. You may terminate this Agreement by requesting that Your Account be deactivated and deleted, such request being made through the ‘Account Settings’ section of the Website.
5.5. Sort may terminate Your right to use the Website and/or Services with or without cause at any time. Sort shall notify You via email to Your registered email account if We terminate Your Account. Your obligation to pay the Fees accrued up to the date of termination shall survive any termination of this Agreement. In the event of any termination of this Agreement, the limitations on Your use of the Services as set forth in clause 6 and the warranties as set forth in clause 9 shall survive such termination.
5.6. Upon expiration of the Subscription Term, or termination, howsoever occasioned, Your Subscription Plan shall immediately terminate and, consequently, You may only make use of the free version of the Service.
6. Limited Licences
6.1. Subject to this Agreement, Sort grants to You a limited, revocable, non-exclusive, non-transferable and non-assignable licence for Your Authorised Users to use the Website and/or access the Services in accordance with this Agreement. You hereby agree not to resell any part of the Services. You shall not transfer, lease, sub-license, modify, reverse engineer, decompile or disassemble the Website and/or any part of the Services. You shall not copy, adapt, alter, modify, translate, or create derivative works of the Website and/or Services without prior written authorization of Sort. You represent and warrant that Your Authorised Users shall not use the Services for illegal purposes or for the transmission of information that may be classified as unlawful, libellous, abusive, obscene or that infringes the rights, including Intellectual Property Rights, of any Third Parties.
6.2. You shall not permit Third Parties to use the Services, with the exception of Your Authorised Users and Your Affiliates, including but not limited to shared use via a network connection, except under the terms of this Agreement.
6.3. You shall not circumvent or disable any technological features or measures in the Services.
6.4. Any such forbidden use as details above shall constitute a material breach of this Agreement for which We may terminate in accordance with clause 5.1.
7. Proprietary Rights
7.1. Except as otherwise stated herein, all rights, titles and interest in the Website and/or the Services and any content contained therein is the exclusive property of Sort. Unless otherwise specified, the Services are for Your limited use only and if You copy or download any information from this Website and/or Service, You agree that You shall not remove or obscure any copyright or other notices or legends contained in any such information.
7.2. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any information, software, products or Services obtained from the Website and/or the Services, except for the purposes expressly provided herein, without Sort's prior written approval.
7.3. In the course of performing the Services, Sort will have access to certain Data. All rights, title and interest in the Data is Your exclusive property, except as otherwise provided for herein throughout this Agreement. For the duration of the Subscription Term, You hereby grant to Sort a non-exclusive, non-transferable, revocable, royalty-free licence to make use of the Data for the purposes of providing the Services.
7.4. Sort shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any of the Data, except for the purposes of the provision of the Services expressly provided for herein.
7.6. You acknowledge and agree that Sort may disclose any Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal process;
(b) enforce this Agreement;
(c) respond to claims that any of Your content and/or Data violates the rights of Third Parties; or
(d) protect the rights, property, or personal safety of Sort, the Site, the Services, its users, and the public.
7.7. In the event that You or Your Authorised Users provide Sort with any feedback, suggestions, comments or improvements with respect to the Website and/or Services, You hereby grant Sort a non-revocable, sub-licensable and royalty-free right and licence to make use of, copy, disclose, licence, and distribute such feedback, suggestions, comments or improvements in any manner without owing any obligations, of whatever kind, to You or Your Authorised Users. Nothing in this Agreement shall be construed as a limitation on Sort to make use, develop and market any Services incorporating the feedback, suggestions, comments or improvements that You have provided.
8. Confidential Information
8.1. The person in receipt of Confidential Information (the “Receiving Party”) shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the other party (for the purposes of this section, the “Disclosing Party”), and shall not, without the prior written approval from the Disclosing Party, use, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information (except as expressly permitted by clause 8.2).
8.2.The Receiving Party shall ensure restriction of access to Confidential Information to its employees, contractors and Third Parties as is commercially and reasonably required for the purposes of performing the Receiving Party’s obligations under this Agreement, and shall procure that those persons comply with confidentiality obligations at least as protective as those contained within this Agreement.
8.3. The Receiving Party shall return to the Disclosing Party any Confidential Information and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information as soon as reasonably practicable where the Disclosing Party so requests in writing.
9.1. Sort warrants and represents to You that:
- The material provided by Sort as part of the Website and/or the Services do not, to the best of Sort’s knowledge, infringe any Third Party Intellectual Property Rights when used in accordance with this Agreement; and
- It has all necessary rights and authority to enter into this Agreement to perform the Services.
9.2. You represent and warrant to Sort that:
- You will comply with all applicable laws and regulations applicable to You when using the Services;
- You have all necessary rights and authority to enter into this Agreement to perform the Services.
9.3. Other than for the express warranties contained in this clause 9, Sort hereby makes no further warranties, whether expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or other violation of rights infringement. Sort does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on the Website or Services, or otherwise relating to such materials or on any Third Party sites or services linked to within the Website or Services or that the Services will be error-free or provide certain results.
10.1. In no event shall Sort be liable to You or Your Affiliates for any direct, indirect, special, exemplary, punitive or other consequential or incidental damages (including but not limited to any lost profits or revenue, interruption, loss of programs or other information, or any other pecuniary loss) arising directly or indirectly from (i) Your use of or access to the Website and/or Services, or any content, products or services distributed on or provided through the Website and/or Services, (ii) for any failure or interruption of the Website and/or Services, whether arising out of errors, omissions, loss of data, defects, viruses, interruptions or delays in operations or transmission or any other cause, whether based on warranty, contract, tort (including negligence) or any other legal theory, even if Sort or its suppliers have been expressly advised of the possibility of such damages.
10.2. In any event, and without prejudice to the above, Sort's total maximum aggregate liability under this Agreement or in respect of the use or exploitation of any part or all of the Website or Services, the content of the Site or user material in any manner whatsoever shall not exceed the Fees payable by You under this Agreement for the preceding twelve (12) months, unless no Fees are payable, in which case Sort’s total maximum aggregate liability shall be limited to £480.
10.3. Notwithstanding clauses 10.1 and 10.2, nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
11. Data Retention
11.2. You expressly acknowledge and accept that Sort does not provide any archiving or backup services, and may delete Data that is no longer in use and exceeds the timeframes stipulated in Your Subscription Plan. Sort expressly disclaims all obligations with respect to archiving, storage and backup of Data.
12. Assumption of Risk
You agree that you shall use the Internet solely at Your own risk and subject to all applicable local, national, and international laws and regulations. You agree to comply with all local rules regarding online conduct and acceptable content in any generated content. While Sort has endeavoured to create secure and reliable Website and Services, Sort is not responsible for the security of any information outside of its control. Sort shall have no liability for interruptions or omissions in Internet, network or hosting services.
13.1. The Website and/or Services may include links to certain websites, materials, or content developed by Third Parties. Sort has not reviewed all of the sites linked to the Website and/or Services and shall not be responsible for the contents of any such linked material. The inclusion of any link does not imply endorsement by Sort of such material and Sort shall not be held liable in respect of any links contained therein. Use of any such linked material shall be at Your own risk. Sort reserves the right, in its sole and absolute discretion, to discontinue links to any other material at any time and for any reason.
14.1. You agree that Sort may make use of any of Your logos or trade marks for the purpose of identifying You as Sort’s user/customer on the Website and/or any other marketing material related to the Services.
14.2. You are entitled to withdraw your agreement to Sort’s use of Your logos and/or trade marks in accordance with this clause 14 by sending an email to email@example.com, at which point Sort shall, as far as reasonably practicable and within  Business Days, remove Your logos and/or trade marks from the Website and from all other marketing material.
15. Enforcing Security
You must not misuse the Website and/or the Services by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, You would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use the Website will cease immediately.
If any provision of this Agreement is found, by any court having competent jurisdiction, to be unenforceable, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect to the maximum extent possible.
17.1. Our Indemnification Obligations: We agree to indemnify, defend, and hold You harmless from and against any claims brought by Third Parties arising from or relating to Our violation of a Third Party’s Intellectual Property Rights directly arising out of Your use of the Services in accordance with the terms of this Agreement. Notwithstanding the foregoing, We shall have no indemnification obligation with respect to any claims (i) arising out of or related to any Data; (ii) in relation to violation by You of any Applicable Laws; or (iii) in relation to a violation by You, whether alleged or actual, of any Third Party rights.
17.2. Your Indemnification Obligations: You shall indemnify, hold harmless and defend Sort from any third party liabilities, claims, costs, expenses, obligations, losses or damages, excluding indirect damages and consequential loss that may arise from (i) Your unauthorised use of any material obtained through the Website and Services; (ii) Your use and access to the Website and Services which is not in accordance with this Agreement; or (iii) Your violation, whether alleged or actual, of any Third Party rights.
17.3. Indemnification Procedures: The parties’ respective indemnification obligations set out in clauses 17.1 and 17.2 shall be subject to the following conditions:
(a) the indemnified party must give the indemnifying party prompt written notice of the claim, except that the failure to provide prompt notice will only limit the indemnification obligations to the extent the indemnifying party is prejudiced by the delay or failure;
(b) the indemnifying party shall have full and complete control over the defense and settlement of the claim;
(c) the relevant indemnified party shall provide assistance in connection with the defence and settlement of the claim (as long as the settlement does not include any payment of any amounts by or any admissions of liability, whether civil or criminal, on the part of any of the indemnified parties), as the indemnifying party may reasonably request; and
(d) the indemnified party’s compliance with any settlement or court order made in connection with the claim.
17.4 The indemnifying party will indemnify the indemnified party against:
(i) all damages, costs, and attorneys’ fees finally awarded against any of them with respect to any claim;
(ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by the indemnified party in connection with the defence of the claim (other than attorneys’ fees and costs incurred by the indemnified party without the indemnifying party’s consent after the indemnifying party has accepted defense of such claim); and
(iii) all amounts that the indemnifying party agreed to pay to any third party in settlement of any claims arising under this clause and settled by the indemnifying party or with its written approval.
17.5. Infringement Remedy: If You are enjoined or otherwise prohibited from using any of the Services or a portion thereof based on a Third Party Intellectual Property infringement claim covered by Our indemnification obligations under this clause, then We will, at Our sole expense and option, either: (a) obtain for You the right to use the allegedly infringing portions of the Services; (b) modify the allegedly infringing portions of the Services so as to render them non-infringing without substantially diminishing or impairing their functionality; or (c) replace the allegedly infringing portions of the Services with non-infringing items of substantially similar functionality. If We determine that the foregoing remedies are not commercially reasonable, then We will promptly provide a prorated refund to You for any prepaid Fees received by Us under this Agreement that correspond to the unused portion of the Subscription Term. The remedy set out in this clause 17.5 is Your sole and exclusive remedy for any actual or alleged infringement by Us of any Third Party Intellectual Property Rights in the event that You are enjoined or otherwise prohibited from using any of the Services or a portion thereof based on a claim covered by Our indemnification obligations under this clause.
18. Governing Law and Dispute Resolution
18.1. This Agreement is governed by, and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
19. Waiver of Compliance of this Agreement
19.1. Our failure to enforce, at any time, any of the provisions, conditions or requirements of the Agreement, or the failure to require, at any time, performance by You of any of the provisions of the Agreement, shall in no way waive Your obligation to comply with any of the provisions of the Agreement or Our ability to enforce each and every such provision as written.
19.2. Any and all waivers by either party hereto of any provision, condition or requirement of the Agreement will only be effective against the other party if it is in writing and signed by an authorised officer of that party, and any such written waiver will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
20. Assignment and Delegation
20.1. Neither party may assign or delegate any rights or obligations under the Agreement without the prior written consent of the other party. Notwithstanding the foregoing, both parties may assign their rights and obligations under the Agreement in connection with a consolidation, merger, acquisition or sale of substantially all of their assets, shares or activities without the prior written consent of the other party.
21. Relationship of the Parties
21.1. Nothing contained in this Agreement shall be interpreted or construed to create a partnership, agency, single employer, joint employer or any other type of employment relationship between the parties hereto, or to impose liability attributable to such relationship upon either party. Neither party will have any right, power or authority to enter into any agreement on behalf of, to incur any obligation or liability of, or to otherwise bind the other party.
22.1. Rights and obligations under this Agreement which by their nature are intended to survive termination or are expressly stated to survive termination of the Agreement, including without limitation the indemnification and liability limitations provisions set forth in this Agreement, shall remain in full effect after termination or expiration of the Agreement.
Sort Holdings Ltd, 1-4 Kings Parade, Lower Coombe Street, Croydon, London, CR0 1AA