1. Changes to Terms and Conditions
Prism Digital has the right, in its sole discretion, to add to, remove, modify or otherwise change any part of these Terms and Conditions, including the Privacy Policy, in whole or in part, at any time. Changes will be effective when notice of such change is posted on this Site. Please check these Terms and Conditions frequently for updates by checking the date of "Last Update" at the top of this document. If any change is not acceptable to you, you must discontinue your use of this Site immediately. Your continued use of this Site or downloading or use of Materials from it after any such changes are posted will constitute acceptance of those changes.
2. Changes to this Site
Prism Digital may terminate, change, suspend or discontinue any aspect of this Site, including (i) changing the availability of any features, at any time without notice or liability; (ii) removing, adding, modifying or otherwise changing any Materials on or from this Site; or (iii) imposing limits on certain features and Services or restricting your access to parts or all of this Site without notice or liability for any reason whatsoever. Prism Digital reserves the right but not the duty, in its sole discretion, to correct any errors or omissions in any portion of this Site at any time without notice.
3. Permitted and Prohibited Uses
The Site may be used only for lawful purposes by individuals seeking employment and career information ("Candidates"). You agree to use the Site only to send Content and receive Materials that are proper and related to purpose of the Site.
Subject to these Terms and Conditions, Prism Digital grants you a non-exclusive, non-transferable, limited right to access, use and view this Site and the Materials thereon, solely for your own personal or internal company use, provided, however, that you may not, nor may you allow others to, directly or indirectly: (i) remove, from any copy of the Materials downloaded, the copyright or other proprietary notices contained in the Materials; (ii) sell, reproduce, modify or attempt to modify the Materials in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose, including without limitation use of the Materials on any other web site; (iii) transfer the Materials to any other person without the written consent of Prism Digital; (iv) print or copy any of the HTML or other computer programs that are accessible at this Site; (v) use this Site in any manner that could damage, disable, overburden or impair this Site; (vi) interfere with the security of, or otherwise abuse, this Site or any services, system resources, accounts, servers or networks connected to or accessible through this Site or affiliated or linked sites; (vii) disrupt or interfere with any other person's use or enjoyment of this Site or affiliated or linked sites; (viii) upload, post or otherwise transmit on this Site any Content that would negatively affect the functioning of the Site, including without limitation computer viruses, Trojan horses, worms or other harmful, disruptive or destructive files or computer programs or that imposes an unreasonable or disproportionately large load on this Site's infrastructure; (ix) use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this Site or the Materials in whole or in part; (x) use or attempt to use another's account, password, service, system or other information without prior written authorization from Prism Digital; (xi) create or use a false identity on this Site; (xii) attempt to obtain unauthorized access to this Site or portions of this Site that are restricted from general access; (xiii) transmit on, to or from this Site spam, chain letters, junk mail or any other type of unsolicited mass e-mail; (xiv) harvest or otherwise collect information about others, except for the sole stated purposes provided by this Site, including e-mail addresses, without their consent; or (xv) register an e-mail address that you do not own or for which you do not have the express permission of the owner to register.
You may post certain Content to the Site. You may only post Content for the lawful, stated purposes of this Site. You agree, that in posting Content, you will not, nor will you allow others to, directly or indirectly: (i) post any incomplete, false or inaccurate biographical information or information which is not your own accurate resume; (ii) post any franchise, pyramid scheme, multi-level marketing (MLM) opportunity, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an up front or periodic payment, requires recruitment of other members, sub-distributors or sub-agents; (iii) delete or revise any material posted by any other person or entity; (iv) post or transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, or tortuous or materials which infringe or violate any third party's copyright, trademark, trade secrets, privacy or other proprietary or property right or that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law; (v) impersonate any person or entity, including without limitation an Prism Digital employee or agent, an authorized user of Prism Digital's Services, a Candidate, an Employer or a Recruiter, or otherwise misrepresenting your affiliation with any person or entity; (vi) post opinions, notices or advertisements, commercial or otherwise or solicit business from Recruiters who post on the Site, including any solicitation by any of our competitors of Recruiters who post on the Site.
In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of this Site, and that you will comply with all laws that apply or may apply to your use of or activities on this Site or in respect of the Content and Materials. Prism Digital will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
Prism Digital reserves the right at all times to disclose any Content provided by you as necessary to satisfy any law, regulation or governmental request, or to edit, refuse to post or remove any Content, in whole or in part, that in Prism Digitals sole discretion is objectionable or in violation of these Terms and Conditions.
4. Registration and Password
You are responsible for maintaining the confidentiality of your registration information and password. You shall be responsible for all uses of your registration, whether or not authorized by you. You agree to immediately notify Prism Digital of any unauthorized use of your registration or password.
5. Proprietary Rights
Limited License and Copyright. This Site, including all Materials, is protected by UK and worldwide copyright laws and treaty provisions. You agree to comply with all copyright laws worldwide in your use of this Site and to prevent any unauthorized copying of the Materials. Except as expressly provided herein, Prism Digital does not grant any express or implied right or license to you under any intellectual property right, including under any patent, trademark, copyright, trade secret, or confidential information, of Prism Digital.
Trademarks. The Services names, company names and logos used on this Site may be trademarks, including registered trademarks of Prism Digital. Such Services names, company names and logos of Prism Digital may not be copied, imitated or used, in whole or in part, without the prior written consent of Prism Digital. Other services and company names mentioned on this Site may be the trademarks of their respective owners.
Reservation of Rights. Prism Digital’s Services, methods and processes may be covered by one or more patents or other statutory intellectual property rights, and are subject to trade secret and other proprietary rights. Prism Digital reserves all such rights.
Software. Any software, including calculator software, as well any files, images generated by such software, code and data accompanying such software (the "Software"), used or accessible through this Site is the copyrighted work of Prism Digital or its licensors. Unless provided for elsewhere, you are licensed to use the Software on a non-exclusive basis for the purposes expressly stated on this Site. Except as permitted by law, you may not use the Software for any other purpose or attempt to decipher, decompile, disassemble or reverse engineer any of the Software comprising or in any way making up a part of the Site.
6. Links and Third-Party Content
Certain links on this Site may take you to other web sites. Prism Digital provides these links only as a convenience. These linked sites are not necessarily under the control of Prism Digital. If you use these sites, you will leave this Site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements.
Prism Digital is not responsible for the contents of any such linked page or any other page not under its control. Prism Digital makes no representation or warranty regarding, and does not endorse, any linked web sites, the information appearing thereon or any of the products or services described. Links do not imply that Prism Digital sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of Prism Digital.
7. Agreement to Privacy Policy
You agree to abide by Prism Digital’s Privacy Policy, which is incorporated by reference into these Terms and Conditions.
8. Disclaimers
You acknowledge that any use of or reliance on this Site or any Materials shall be at your sole risk. Prism Digital makes no representation or guarantee of any kind regarding the Site and/or the Materials, including with respect to the information provided by third party legal and other consultants, all of which are provided on an "AS IS" basis. Prism Digital expressly disclaims all representations, warranties and conditions, including without limitation any implied warranties and conditions of merchantability, merchantable quality, non-infringement and fitness for a particular purpose and those arising by statute or otherwise in law or from a course of dealing or usage of trade. Prism Digital does not guarantee that this site will continue to operate, operate without interruptions or that it will be error-free.
Not limiting the generality of the foregoing, the information provided on this Site is for general informational purposes only. Information provided on the Site with a byline, identification of publication source, or any other sort of third-party identifier, is provided by third parties on an "As Is" basis, and Prism Digital does not review it. Prism Digital and its third party consultants do not warrant or guarantee the truth, accuracy or completeness of this information. This Site acts as a venue, among other things, for Recruiters to post job opportunities and Candidates to post CVs.
Prism Digital does not screen or censor the listings offered. As a result, Prism Digital has no control over the quality, safety or legality of the jobs or CVs posted, the truth or accuracy of the listings, the ability of Employers to offer job opportunities to Candidates or the ability of Candidates to fill job openings. In addition, there may be risks, including but not limited to risk of physical harm of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses. You assume all risks associated with dealing with other users with whom you come in contact through the Site.
Because user authentication on the Internet is difficult, Prism Digital cannot and does not confirm that each user is who they claim to be. Because we do not and cannot be involved in user-to-user dealings or control the behaviour of participants on this Site, in the event that you have a dispute with one or more users, you release Prism Digital (and our agents and employees) from all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Prism Digital is under no legal obligation to, and generally does not, control the Content provided by other users which is made available through the Site. By its very nature, other people's information may be offensive, harmful or inaccurate, and in some cases will be mislabelled or deceptively labelled. Prism Digital does not guarantee, and makes no representations or warranties as to the truthfulness, accuracy, reliability, currency, veracity or completeness of the Materials or about the results to be obtained using the Materials. The use of the Site and the Material is at your own risk. Changes are periodically made to the Site and may be made at any time.
This Site contains materials, data, information provided, posted or offered by third parties, including third party provided content, advertisements and user content. You agree that Prism Digital shall have no liability whatsoever for any such third party material, data or information.
You acknowledge and agree that you are solely responsible for the form, content and accuracy of any resume, posting or other Content placed by you, as applicable on the Site.
Prism Digital shall not be responsible for any employment decisions, for whatever reason made, made by any entity posting jobs on the Site.
9. Limitation of Liability
You agree that Prism Digital and any third-party mentioned on this site will not be responsible or liable for any loss or damages whatsoever, including without limitation indirect, special or consequential damages or other damages (including without limitation damages for harm to business, loss of information or programs or data, loss of profit, loss of savings, loss of revenue), arising from or in connection with the use of or access to, or the inability to use or access, this site, the materials, any content provided or any linked website of a third party, even if Prism Digital, or such a third party has been advised of the possibility of such damage or loss. In any event, you agree that Prism Digital's aggregate liability for damages shall be limited to £95. The limitations of liability and disclaimers in these Terms and Conditions apply regardless of the form of action, whether in contract, warranty, civil liability, delict, quasi-delict, strict liability, negligence, or other tort and shall survive a fundamental breach or breaches, or the failure of the essential purpose of contract or the failure of an exclusive remedy.
10. Indemnity
You agree to defend, indemnify and hold harmless each of Prism Digital, its affiliates, and each of their officers, directors, employees and agents, including all third parties mentioned at the Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Site and the Materials or your breach of these Terms and Conditions.
11. Choice of Law
This Site is controlled, operated and administered by Prism Digital from its offices within London, UK. Prism Digital makes no representation or warranty that materials at this Site are appropriate or available for use at any locations outside the UK. If you access this Site from outside the UK, you are responsible for compliance with all local law. You may not export any of the Materials accessible through this Site in violation of applicable export laws and regulations. These Terms and Conditions shall be interpreted, construed and governed by the laws in force in England & Wales, without reference to its conflict of laws principles, except where prohibited by mandatory provisions of the laws applicable in your jurisdiction. Except in respect of any matter relating to the enforcement of intellectual property rights and protection of confidential information, the parties agree that any action, suit or proceeding arising out of or related to these Terms and Conditions shall be commenced in England. Each party hereby agrees to submit to the jurisdiction of the courts of England & Wales and to waive any objections based upon venue in any such action, suit or proceeding. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.
12. Arbitration
Any and all disputes arising out of these Terms and Conditions, its performance, breach, enforcement, existence or validity, including any failure of the parties to reach agreement with respect to matters provided for in these Terms and Conditions and all matters of dispute relating to the rights and obligations of the parties, which cannot be amicably resolved, even if only one of the parties declares that there is a difference, will be referred to and finally settled by private and confidential binding arbitration before a single arbitrator held in England, in English and governed by the laws of England & Wales. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in the UK and is independent of either party. Notwithstanding the foregoing, each party may pursue the protection intellectual property rights and confidential information through injunctive or other equitable relief through the courts.
13. General
(i) Except as expressly provided in additional terms of use for areas of the Site, a particular legal notice, or an additional Agreement, these Terms and Conditions constitute the entire agreement between Prism Digital and you with respect to the subject matter hereof; (ii) Any cause of action you may have with respect to your use of this Site or which is the subject of these Terms and Conditions must be commenced within one (1) year after the claim or cause of action arises; (iii) If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms and Conditions, and the remainder of these Terms and Conditions shall continue in full force and effect; (iv) The relationship of the parties is solely that of independent contractors and neither party shall have any authority to act for or bind the other party; (v) The waiver of any breach or default hereunder shall not constitute the waiver of any other or subsequent breach or default; (vi) No changes to these Terms and Conditions shall be made except by a revised posting on this page.
14. Additional Terms of Use
Certain areas of this Site may be subject to additional terms of use. By using such areas, or any part thereof, you agree to be bound by the additional terms of use applicable to such areas.
15. Privacy
All calls to and from Prism Digital Ltd are recorded for quality and training purposes.
16. Modern Slavery Statement
Modern slavery is a heinous crime and a morally reprehensible act that deprives a person's liberty and dignity for another person's gain. It is a real problem for millions of people around the world, including many in developed countries, who are being kept and exploited in various forms of slavery. Every company is at risk of being involved in this crime through its own operations and its supply chain.
At Prism Digital Limited, we have a zero-tolerance approach to modern slavery and are fully committed to preventing slavery and human trafficking in our operation and supply chain. We have taken concrete steps to tackle modern slavery, as outlined in our statement. This statement sets out the actions that we have taken to understand all potential modern slavery risks related to our business and to implement steps to prevent slavery and human trafficking during the financial year 2020. Please email privacy@prism-digital.com for a full copy of this policy.
17. Commercial Terms of Business for Permanent Staff (Client Engagements)
This section 17 sets out Prism Digital’s standard terms of business governing the introduction and Engagement of Applicants for permanent positions. It applies to any Client that engages, or seeks to engage, an Applicant introduced by Prism Digital.
Acceptance of these terms. These terms are deemed to be accepted by the Client in respect of each Applicant with effect from the notification by Prism Digital to the Client of the relevant Applicant. By engaging, or seeking to engage, any Applicant introduced by Prism Digital, whether or not a separate written agreement has been signed, the Client accepts and agrees to be bound by these terms.
Precedence. Where a Client engages an Applicant introduced by Prism Digital, this section 17 governs that Engagement and, in the event of any conflict, prevails over sections 1 to 16 above (which relate to use of this website). Where a separate signed agreement exists between the Client and Prism Digital, that agreement prevails over this section 17 to the extent of any inconsistency.
In this section, "Prism Digital" means Prism Digital Ltd of 109 Borough High Street, London, SE1 1NL (Company Registration No: 08275271), carrying on business as an Agency and Employment Business, and "the Client" means the Client as defined below.
17.1 Application and definitions
17.1.1 The parties hereby agree that this agreement will govern every introduction and Engagement by the Client, of every Applicant notified by Prism Digital to the Client from time to time. An Applicant will be considered to be ‘engaged’ by a Client when the Client makes an offer to the Applicant either in accordance with the brief provided by the Client to Prism Digital as a result of which the Applicant was submitted to the Client or in some other role for which the Client deems the Applicant is suitable.
17.1.2 The "Client" is together with any subsidiary or associated company as defined by the Companies Act 1985 to which the Applicant is introduced.
17.1.3 For the purpose of this agreement, "Applicant" means anyone (i) who is referred to the Client by Prism Digital; or (ii) about whom information is supplied to the Client by Prism Digital.
17.1.4 For the purpose of this Agreement, "Engagement" shall include every such Engagement, and shall include any use of an Applicant whether directly or indirectly (e.g. where an Applicant provides services through a limited company) or under a contract of service or for services, or under an agency, licensee, franchise, commission only, partnership agreement or otherwise.
17.1.5 For the purpose of this Agreement an "Introduction" shall take place when an Applicant is notified by Prism Digital to the Client whether this is orally, by telephone or in person by letter, fax transmission or electronic communication as being considered by Prism Digital to be potentially suitable for the Engagement offered by the Client or any other Engagement which the Client may have available even if the same has not yet been notified to Prism Digital by the Client.
17.1.6 For the purpose of this Agreement "Data Protection Legislation" shall mean the EU’s GDPR (2016/679), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and all applicable laws and regulations relating to the Processing of Personal Data and privacy as amended, re-enacted, replaced or superseded from time to time, including where applicable the guidance and codes of practice issued by the UK’s Information Commissioner.
17.2 Authority
These terms are deemed to be accepted by the Client in respect of each Applicant with effect from the notification by Prism Digital to the Client of the relevant Applicant. The Client authorises Prism Digital to act on its behalf in seeking Applicants and advertising for such Applicants.
17.3 Client information
The Client agrees to provide Prism Digital with sufficient information to enable Prism Digital to assess the suitability of each Applicant. In particular the Client agrees to provide:
a. The identity of the person who is proposed will engage the relevant Applicant.
b. The date on which it is proposed that the Engagement should begin, and the duration, or likely duration.
c. The position to be filled, including the type of work, location and hours of work.
d. Any risks to health and safety and what steps the Clients has made to eliminate these.
e. The necessary education, training, professional qualifications and experience the Applicant should possess to work in the position.
f. The minimum rate of pay and any other benefits.
17.4 Suitability
17.4.1 Prism Digital will take all reasonable steps to ensure the Applicant is aware of all applicable requirements for the Engagement and that any Applicant introduced to the Client is suitably qualified for the Engagement.
17.4.2 It is for the Client to satisfy itself of the suitability of the Applicant in relation to the position for which they are interviewed and as such the Client is responsible for interviewing the Applicant put forward by Prism Digital and for taking up references as to the candidates qualifications, capabilities, integrity, medical history, suitability and right to work within the UK.
17.5 Fees
17.5.1 A fee for successful Engagement of an Applicant by a Client according to the following scale is based on the Applicant’s projected first year’s salary to include additional guaranteed payments. The fees quoted are exclusive of VAT which will be added and charged at the prevailing rate.
| Total projected remuneration | Fee |
|---|---|
| £0 - £29,999 | 20% of the total |
| £30,000 - £49,999 | 22.5% of the total |
| £50,000 - £74,999 | 25% of the total |
| £75,000+ | 30% |
Where the projected remuneration also includes either the use of or other access to a company car an additional £4,000 will be added to the salary for fee calculation purposes.
17.5.2 In all cases, the minimum placement fee is £7,500.
17.5.3 The full fee shall become payable if Engagement takes place within 12 months following the date of the initial Introduction or the submission by Prism Digital of this Applicant’s details or interview of this Applicant whichever is the latter.
17.5.4 The fee will be invoiced upon the Applicant’s acceptance and is payable within 14 days of the date of the relevant invoice.
17.5.5 Prism Digital reserves the right to charge interest on the invoiced amounts unpaid, from the due date until the date of payment, at the rate of 5% per month.
17.5.6 If the Client makes an offer of employment to the Applicant but prior to the Applicant commencing employment with the Client the offer of employment is withdrawn by the Client then the Client shall be liable to pay Prism Digital a fixed fee of £1,500 plus VAT.
17.5.7 The Client undertakes not to Engage or seeks to Engage any member of Prism’s staff. If any member of Prism’s staff nevertheless accepts an Engagement with the Client within six months of leaving Prism’s Engagement, the Client will pay an Introduction Fee to Prism as if that member of staff had been Introduced to the Client by Prism, calculated at 30% of the staff member’s Remuneration as at the date of leaving Prism and payable in accordance with clause 17.5.4 above. The Client acknowledges that this is not a penalty clause, and that this fee represents liquidated damages that recognise the additional management costs incurred by Prism in this situation, and no refund will be available.
17.6 Refunds
17.6.1 If, for any reason, (other than redundancy, constructive or unlawful dismissal), the Applicant leaves the Client’s employment within 8 weeks of commencement of employment a full refund equal to 12.5% of the fee payable to Prism Digital net of VAT shall be made for each full week remaining during the period starting on the day that employment is terminated up to and including the end of the eighth week after the day that the employment commenced, subject to clause 17.6.2 below.
17.6.2 A refund will not be paid unless the date of departure is notified by the Client to Prism Digital in writing within 7 days and the Client has paid the Engagement fee in full within 14 days of the date of the relevant invoice.
17.6.3 Should the Client subsequently reengage the Applicant within 12 months of the departure date a full fee calculated in accordance with clause 17.5 above becomes payable. There will be no entitlement to a refund of any kind following such subsequent Engagement.
17.7 Confidentiality and Data Protection
17.7.1 For the purpose of this clause 17.7 the terms "Data Controller", "Data Subject", "Personal Data", "Process" and "Processing" will have the meanings prescribed under the Data Protection Legislation.
17.7.2 The parties acknowledge and agree that:
(i) They shall constitute Data Controllers in common in respect of the Personal Data of candidates and prospects that may be exchanged between them. Personal Data may include contact details, CVs, references and other information provided directly by the Data Subject or otherwise collated about them for the purposes of assessing their suitability for a position.
(ii) Each party shall be responsible for complying with all applicable data protection laws relevant to its own processing of the personal data concerned.
(iii) Each party shall ensure that they take appropriate technical and organisational measures to safeguard the security of the Personal Data in its possession and control.
(iv) They will co-operate in relation to any exercise by a Data Subject of its rights in relation to the Personal Data that may be held by both of them and shall each ensure that its own Processing activities are communicated to the relevant Data Subjects in accordance with applicable law.
(v) Neither party shall retain the Personal Data for longer than is necessary for its purpose (unless otherwise required or permitted by law).
17.8 Liability
Prism Digital accepts no liability of any kind arising either directly or indirectly from any act or omission be it negligence, fraud or dishonesty on the part of any Applicant introduced to the Client which may cause loss or damage to profit, revenue, data, business, goodwill or injury to any person whether employed by the Client or otherwise.
17.9 Variation
This section 17 forms the whole of the terms governing the contract between the parties in respect of permanent Engagements and replaces any previous agreement or arrangements. Any variation must be in writing and approved by a Director of Prism Digital.
17.10 Force Majeure
Prism Digital shall have no liability for any delay or failure in performance of its obligations to the Client where this arises from matters outside its reasonable control.
17.11 Governing Law
This section 17 shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.
17.12 Severability
Each of the terms of this section 17 is separate and severable and enforceable accordingly, if any one or more of such terms of part of a term is held to be against public interest or unlawful in any way and an unreasonable restraint of trade the remaining provisions will continue in full force and effect and will bind each of the parties.
