Last updated 20th September 2024

1.  Definitions
2. Contract: the Nurole Service Agreement for Organisations or other service agreement between Nurole and you for the supply of Services, in accordance with these Terms.
3. Intellectual Property: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
4. Services: the services supplied by Nurole to you as described and provided in writing by Nurole to you in the Contract and referred to in the Services clause.
5. Terms: these terms and conditions as amended from time to time in accordance with clause 26.1.
6.  Interpretation
7. These Terms apply to organisations (“Organisations”, also “you” “your” or other similar terms) seeking to recruit suitable individuals (“Individuals”) for roles (“Roles”), and cover Nurole’s Services and the use of Nurole’s digital platform (“Platform”) as part of the delivery of the Services. 
8. The terms "we", "us", or other similar terms when used in these Terms mean Nurole Ltd a company incorporated in England, registered company number 08917794 (“Nurole”) whose registered address is 8th Floor Metro Building, 1 Butterwick, London W6 8DL, which includes where applicable our subsidiaries, divisions, branches, affiliates or companies under common ownership or control of Nurole.
9. Services
10. Nurole will perform our Services for you as detailed in the Contract.
11. Nurole shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services.
12. Role Advertisement
13. You agree that we may use your name, trademarks and logos for the purposes of advertising your Role to our members.
14. You warrant that you have all necessary rights to any information you provide to us for the purpose of the Role advertisement including that we may share the Role advertisement with Individuals in confidence and without breaching any confidentiality obligations or laws or regulations that apply to your business;
15. The Role information you provide shall not:
16. be false, inaccurate, misleading or fraudulent;
17. infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
18. be in breach of any applicable law or regulation (including, but not limited to, those governing consumer protection, unfair competition, anti-discrimination, data protection/privacy or false advertising.
19.  Candidate applications
20. Nurole will share a long list of the best applications received for your Role. This means there may be applications for your Role which we do not share with you. We reserve the right to withhold these applications and to communicate with Individuals who have made applications we have withheld without informing you.
21. Role outcome
22. You must notify us as soon as a decision has been taken to hire a candidate, whether through Nurole or otherwise.
23. You expressly agree that we are not party to any contract actually entered into by you and any Individual.
24. Withdrawal of a Role advertisement
25. We reserve the right to remove or edit any Role advertisement which we determine:
26. is contrary to local, national or international laws including but not limited to laws relating to employment, equal employment opportunity and employment eligibility requirements, data protection/privacy, data access and use and intellectual property;
27. promotes any opportunity that does not represent bona fide employment;
28. is a misrepresentation of the role described; or
29. at our discretion, should be removed for any other reason.
30. If we remove or edit your Role advertisement, we shall contact you providing the reasons why we have done so.
31.  Your use of Information
32. You acknowledge and agree that we have no control whatsoever over the truth, accuracy, quality, safety or legality of the information provided by Individuals (“Individuals’ Information”).
33. You agree that you will not:
34. communicate or otherwise make available any Individuals’ Information to any third party (other than any employee, officers, representatives, subcontractors or advisors working with you who require the Individuals’ Information to perform duties in connection with recruitment for your Role(s) and then only if that third party is bound by conditions of confidentiality no less strict than those set out in these Terms);
35. use an Individual’s Information for any purpose other than the recruitment of your Role(s); or
36. engage in any business directly or indirectly with any Individuals introduced to you from the Platform or otherwise by us, except as contemplated under these Terms.
37. Your right to use third party agents
38. By accepting their terms and conditions with us, Individuals acknowledge and agree that you may use third party agents for the purposes of undertaking the recruitment processes including but not limited to the undertaking of security and credit checks.
39. Data protection
40.  For the purposes of data protection law, including the UK Data Protection Act 2018 (DPA) and the retained version of the EU Data Protection Regulation (EU) 2016/679 as enacted into English Law by section 3 of the European Union (Withdrawal Agreement) Act 2020 ("UK GDPR") ("Data Protection Law") Nurole is a data controller and is registered with the Information Commissioner's Office with notification number ZA138894.
41. For the purpose of recruitment of your Role(s) (“Purpose”), Nurole processes personal data of data subjects, who may be Nurole members, candidates, potential candidates, sources, referees, Organisation contacts and Organisation users of the Platform. Personal data processed by Nurole, some of which may be shared with you for the Purpose, may include: sign in details (e-mail, password) profile information (Linkedin profile, photo, career summary, CVs uploaded), ancillary service interests, contact details (title, first name, surname, birth year, nationality, gender, ethnicity, country of residence, postcode, contact number and alternate contact number), current main role, whether they have ever sat on a commercial board, the types of roles they are interested in, relevant expertise including roles held, organisations worked for, sector experience, geographic expertise, career highlights, education, qualifications, languages, application and recommendation history, CVs, references, assessments (yours, ours, third party), IP address (automatically collected), web browser type and version (automatically collected), operating system and version (automatically collected) and a list of URLs starting with a referring site, an Individual's activity on the Platform, and the site the Individual will exit to (automatically collected) and related information (altogether "Shared Personal Data").
42. Both parties have independent responsibilities under Data Protection Law and will comply with all the obligations imposed on a data controller under Data Protection Law and any material breach of Data Protection Law in respect of the Shared Personal Data by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate the Contract with immediate effect. 
43.  Fees & Payment terms
44.  Organisations who wish to use our Services shall pay fees in accordance with the Contract provided.
45.  Subject to 11.1, fees that are contingent upon placement (“Charges on Success”) shall be payable in respect of all Roles accepted by Individuals "sourced through Nurole" when a contract is agreed regardless of actual start date and where acceptance is within any 24 month period of the provision of our Services. Candidates "sourced through Nurole" include all candidates who got in touch with the Organisation about the opportunity as a result of the Nurole posting (for the avoidance of doubt, this includes both direct applications made through the Platform and indirect applications where a candidate has got in touch directly with the Organisation about an opportunity as a result of a Nurole posting, directly or by word of mouth).
46.  Where more than one Individual is hired, additional Charges on Success are payable on each additional Individual at the rate specified in the Contract.
47. From time to time, an Organisation may decide to hire an individual for a different role to the Role being recruited. Unless the Individual is hired into an executive role, Charges on Success will be payable on each Individual hired into a role at the rate specified in the Contract. If an Individual is hired into an executive role, the Charges on Success for that hire shall be 30% of the Individual’s full first year cash compensation, unless otherwise agreed.
48.  All amounts payable by you under any contract with us are exclusive of amounts in respect of value added tax chargeable for the time being (VAT).
49.  If you fail to make any payment due to us under any contract by the due date for payment, then you shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Sterling Overnight Index Average. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. You shall pay the interest together with the overdue amount.
50.  Disputes
51. You expressly agree that in the event of any dispute between you and an Individual, in the first instance you will attempt to resolve the dispute directly with the Individual acting in good faith at all times. In the event that you are unable to resolve the dispute we will act as mediator and you agree to be bound by our decision.
52. You agree that if we are unable to resolve a dispute in accordance with the provisions of clause 12.1 you will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR, and Nurole shall not be liable for any costs incurred arising from any dispute between you and an Individual.
53.  No Warranty
54. We make no warranty in respect of the Individuals’ Information whatsoever except as expressly contained in this section of these Terms. We will use all reasonable skill and care (in accordance with industry standards of good practice for comparable industries) to:
55. investigate any alleged breach of these Terms and take appropriate action at our sole discretion; and
56. process all Personal Data we collect in accordance with our obligations under Data Protection Law.
57. We (and our parent, subsidiaries, affiliates, officers, directors, agents and employees) do not guarantee continuous, uninterrupted or secure access to the Platform, and you acknowledge and agree that operation of the Platform may be interfered with by numerous factors outside of our control. The Platform is provided "as is" and as and when available, and to the extent permissible by law except as expressly stated otherwise in these Terms we exclude all implied warranties, conditions or other terms, whether implied by statute or otherwise, including without limitation any terms as to skill and care or timeliness of performance.
58. We do not control any Individuals’ Information that is made available in the Platform. You may find the Individuals’ Information to be harmful, inaccurate or deceptive. Your use of the Individuals’ Information is at your sole risk.
59.  Liability
60. You understand and accept that Nurole cannot guarantee the suitability of any Individual for the Role or the truth or accuracy of the Individuals’ Information that is supplied to you in an Individual’s CV, application or otherwise.
61. You should obtain independent verification before relying on Individuals’ Information in circumstances which may result in loss or damage.
62. Nothing in these Terms shall limit or exclude our liability for fraudulent misrepresentation, or for death or personal injury resulting from our negligence or the negligence of our agents or employees. Subject to the foregoing, we (including our parent, subsidiaries, affiliates, officers, directors, agents and employees) will not be liable for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings), any loss of goodwill or reputation, or any special, indirect or consequential damages arising out of or in connection with our Services, the Individuals’ Information or these Terms.
63. We (including our parent, subsidiaries, affiliates, officers, directors, agents and employees) also have no liability of any sort (including liability for negligence) for the acts or omissions of other providers of telecommunications services or for faults in or failures of their networks and equipment.
64. In the event that we are found liable by a court of competent jurisdiction, our liability to you or any third party, and the liability of our parent, subsidiaries, affiliates, officers, directors, agents and employees, in any circumstance is limited to the total fees you have paid to us in the one month period prior to the action giving rise to the liability.
65.  Assignment
66. You agree that these Terms and all incorporated agreements may be automatically assigned by us, in our sole discretion, to a third party in the event of a merger or acquisition or similar corporate transaction. You may not assign, license or subcontract any of your rights or obligations under these Terms unless expressly agreed by us.
67.  Intellectual Property Rights
68. All Intellectual Property rights in or arising out of or in connection with the Services are owned by Nurole. We permit you to copy, download, reproduce and/or electronically save part or parts of the contents of the Platform solely for personal use. Any other use of the contents of our website is strictly prohibited. Any trademarks on the Platform are the property of Nurole or trademarks of their respective proprietors.
69.  Database Rights
70. Nurole is the owner of all rights in the data and database (together, the “Data”) within the Services and the Platform as defined under the Copyright, Design and Patents Act 1988 and the Copyright and Rights in Database Regulations 1997. You may not copy, distribute, licence, publish, reproduce or disclose to any third party or extract from the Data except as permitted under this agreement.
71.  Client responsibilities
72. In addition to your responsibilities under “Data Protection” above, you have the following responsibilities under the Contract:
73. You must cooperate with us in all matters relating to the Services, provide us and our authorised employees and representatives with all information required to perform the Services and obtain any necessary licences and consents (unless otherwise agreed).
74. Organisations will respect and treat as confidential the anonymity of Individuals who apply for a Role. When taking informal references, no mention should be made of the application, the specific role or the Individual’s membership of Nurole. When taking formal references, the Individual must provide permission before a formal reference is taken.
75. Failure to comply with the above shall be considered a default which entitles us to suspend performance of the Services until remedied by you. 
76.  Notices
77. Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
78. If you wish to get in touch regarding our services or have a general question, you can contact Oliver Cummings at Nurole Ltd via email at [email protected]. If you have any problems with your registration on our website, please send an email to [email protected]. If you have a query related to data protection or privacy, please refer to our Privacy Notice or email us at [email protected]
79.  Confidentiality
80. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers and clients of the other party, except as permitted by clause 20.2 below.
81. Each party may disclose the other party’s confidential information:
82. to its employees, officers, representatives, subcontractors or advisors provided those to whom it discloses the other party’s confidential information comply with this clause; and
83. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
84. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
85.  Termination
86. Without limiting its other rights or remedies, either party may terminate the Contract made between them by giving the other party 30 days written notice.
87. Without limiting its rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
88. the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
89. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
90. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
91. Without limiting its other rights or remedies, Nurole may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment and remain in default not less than 14 days after being notified in writing to make such a payment.
92.  Consequences of Termination.
93. On termination of the Contract for any reason:
94. you shall immediately delete or return Shared Personal Data and copies thereof unless required by law to store the personal data;
95. you shall immediately pay Nurole all of Nurole’s outstanding unpaid invoices and interest and, in respect of invoices due to be sent by Nurole, Nurole shall submit an invoice, which shall be payable by you immediately on receipt;
96. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
97. clauses which expressly or by implication survive termination shall continue in full force and effect (including but not limited to Confidentiality, Role Outcome, Your Use of Information, Fees & Payment terms, Liability, No Warranty, Disputes, Client Responsibilities, Data Protection, Definitions, Interpretation).
98.  Schedules
99. Any change to the supply of the Services in any material respect, including changes to the Role specification, increases or decreases to the number of Roles and the revision of charges, shall be made effective by adding a Schedule with the appropriate changes included (and approved by you in writing) and such Schedule shall form part of this agreement and will have full effect as full terms of this agreement.
100.  No Partnership
101. You and Nurole are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
102.  Force Majeure
103. Neither party shall be in breach of this agreement nor liable for delay in performing, or failing to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.
104.  Variation and Waiver
105. We have the right to revise and amend these Terms from time to time to reflect changes in our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities. If we decide to change these Terms, we will post those changes on our website. The Terms in force at the time of each formal engagement shall apply - please print a copy of these Terms for future reference.
106. No other variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
107. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
108. waive that or any other right or remedy; or
109. prevent or restrict the further exercise of that or any other right or remedy.
110.  Entire Agreement
111. The Contract and these Terms, inclusive of the Schedule, contain the entire terms and conditions agreed between you and Nurole applicable to the Services.
112.  Law & Jurisdiction
113. These Terms shall be governed by and construed in accordance with the laws of England and you hereby submit to the exclusive jurisdiction of the English courts.