Workcircle Ltd ('Workcircle') - Widget terms of use (February 2009 edition)

1. These terms apply to all use and distribution of Workcircle Widgets. Your rights to use a Workcircle Widget are limited to those set out in these terms, and by downloading a Widget, incorporating it in a web page, or otherwise dealing with a Widget you agree to be bound by these terms.

2. Workcircle Widgets consist of software source code ('Code') intended to be incorporated in a third party host web page, and with the functionality of displaying a selection of available job opportunities.

3. You may incorporate a Workcircle Widget into your own web page, provided that:

a. You must not remove or alter the copyright notice in the Code
b. You may not change the code, other than where the Code itself expressly states that changes are permitted
c. You may not distribute the Code to any third party, other than by making available for public viewing a webpage which incorporates it
d. You must not display or use it in a way which might have the effect of harming our reputation or our business, or of diverting business away from us, or in connection with any business which competes with ours.

4. All copyright, trade marks, and other intellectual property rights in the Widget and in the Code remain the property of Workcircle.

5. Support may be requested by emailing support@workcircle.com.

6. You may if you wish register your use of a Workcircle Widget at http://www.workcircle.co.uk and receive payment in respect of all genuine User Sessions originating from your website. If you do so, additional terms will apply.

7. So far as is legally permitted we disclaim all liability which may arise in connection with a Widget or its use by you.

8. Either you or we may give the other notice to terminate this agreement at any time with immediate effect; on termination you will promptly remove the Code and the Widget from any web pages in which you have incorporated them.

9. We have the right to modify these Terms at any time by notice to you.

10. Notice may be given by us to you at any email address provided by you, or (at our option) addressed to 'webmaster@' followed by the domain name of any website hosting a Widget. Notices to us may be addressed to notices@workcircle.com.

11. These terms are governed by English law, and the Courts of England shall have sole jurisdiction in all matters arising.

12. www.workcircle.co.uk is owned and operated by Workcircle Limited, a company incorporated in England under company no 05579671, of Suite 2A1, Northside House, Mount Pleasant, Cockfosters, EN4 9EB, United Kingdom.

The following additional terms apply where you have registered your use of a Workcircle Widget with a view to receiving payment in respect of all genuine user sessions originating from your website:

A1 A 'User Session' means the period beginning when an individual jobseeker in good faith clicks on a link to a position displayed in a Widget, and ends when that browser session is closed.

A2 You will become entitled to payment from us of the Fee per genuine User Session. For the avoidance of doubt, you are not entitled to payment in respect of User Sessions which we have reason to believe are not initiated by an individual jobseeker acting in good faith.

A3 Fees to which you have become entitled will be accumulated, and every time the Trigger Payment Level is reached, we will make payment to you by PayPal of all Fees to which you have become entitled and which have not previously been paid to you.

A4 All Fees are VAT inclusive.

A5 If we notify you that we operate a VAT Self-Billing Arrangement approved by HM Revenue & Customs, you will cooperate with such arrangement and you will not yourselves generate or issue a VAT invoice in connection with payments we may make to you. We will email you a VAT invoice each time a payment is made to you and it is your responsibility to include that within your VAT outputs. You must advise us promptly if you cease to be registered for VAT.

A6 We reserve the right to change the Fee and the Trigger Payment Level at any time by notice to you.

A7 Workcircle Ltd Widget terms of use also apply, to the extent that they are not inconsistent with these additional terms.