Terms & Conditions
These Terms and Conditions apply to all orders placed by customers for Recruitment Services on Career Centers published by John Wiley & Sons, Inc., its subsidiaries as set out in the Term Sheet, or their licensors (“Service Provider”). The terms and conditions of any Term Sheet for Recruitment Services (the “Agreement”) signed by the Customer by which these terms and conditions are incorporated shall also apply, and the words and phrases in the left-hand column and/or defined in bold on the Term Sheet will bear those meanings when they are used in these Terms and Conditions. Similarly, any terms defined in these Terms and Conditions have the same meaning when they are used in the Term Sheet.
Recruitment Services
1. No Exclusivity. The Parties understand this Agreement is not an exclusive arrangement and the Service Provider retains the right to perform the same or similar type of services for third parties during the Term of this Agreement.
2. The Service provider shall be responsible for undertaking the Service Providers Obligations within the agreed timeframes.
3. The Customer shall be responsible for undertaking the Customer Obligations within the agreed timeframes.
4. Service Provider shall have the right to enter into any contracts or subcontracts to perform some or all of the Service Provider Obligations.
5. The Customer hereby grants Service Provider a worldwide license to use, and to sublicense Service Provider sublicensees to use the Customer's name, trade names, and logos in connection with Services provided. Service Provider acknowledges that it has no ownership rights or any other rights in the name, trade name or logo of the Customer except as provided in this Agreement.
Financial Arrangements
6. The Customer agrees to pay Service Provider the Fees in the manner and in accordance with the schedule set out in the Term Sheet. All Fees are non-refundable.
7. Service Provider, whenever deemed necessary, will send invoices to the Customer at the address set out in the Term Sheet, or any other address provided by Customer. Should a Purchase Order number be a prerequisite for payment of invoice, the Customer must supply this at the point of confirming the order. Customer should note that all delivery addresses must be accompanied by a contact name and telephone number, as well as a VAT number (relative to the country on the invoice address) or other business identifier or information as may be required by the relevant Service Provider Contracting Entity (e.g. GST registration, W9 form) as notified by the Service Provider. Please note that the Service Provider is unable to accept any PO Box addresses.
8. Customer shall pay the Fees within 30 days from invoice date.
9. Unless expressly noted, all Fees are exclusive of any VAT, sales, or turnover tax in any applicable jurisdiction. Fees shall be free from and clear of any other taxes imposed by any tax authority and if, for some reason, the Fees are subject to any withholding tax, then Customer shall pay such tax and the Service Provider will receive the full Fees as set forth in the relevant invoice.
10. If the Customer fails to make any payment due to the Service Provider under this Agreement by the due date of payment, then, without limiting Wiley's remedies, the Customer shall pay interest on the overdue amount at a rate which shall be the lesser of: (i) 0.5% per month, such interest to accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment; or (ii) any relevant maximum statutory rate allowable in the jurisdiction where the Service Provider entity is located, such interest to accrue in accordance with the relevant statutory provisions. The Customer shall pay the interest together with the overdue amount.
11. In addition to any other remedies under this Agreement, the Service Provider has the right to suspend the provision of the Services under this Agreement if the Customer does not make payment of any outstanding invoices within 14 days’ notice in writing that payment is overdue.
Cancellation and Change Requests
12. Termination.
12.a. Termination for Cause. Either Party may terminate this Agreement, with immediate effect upon written notice, to the other Party (the “Defaulting Party”) if the Defaulting Party breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure (other than a failure by Customer to make timely payments (a “Payment Failure”), if the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach;
12.b. Termination for Cause by Service Provider. Service Provider may terminate this Agreement, with immediate effect upon written notice to Customer if:
(1) a Payment Failure by Customer continues for 7 days after Customer’s receipt of written notice of nonpayment; or,
(2) if 2 or more Payment Failures occur during the Term.
12.c. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party:
(1) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
(2) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
(3) makes or seeks to make a general assignment for the benefit of its creditors; or
(4) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
12.d. Termination without Cause. 90 days after Effective Date, Service Provider may, in its sole discretion, terminate this Agreement by providing at least 90 days' prior written notice to the Customer.
12.e. Effects of Expiration or Termination.
(1) Expiration or termination of this Agreement will not affect any rights or obligations that were incurred by the Parties prior to such expiration or earlier termination.
(2) Upon the expiration or termination of this Agreement for any reason, each Party shall promptly return to the other Party or destroy all documents and materials (and any copies) containing, reflecting, incorporating, or based on the other Party's Confidential Information, permanently erase all of the other Party's Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery or information technology backup systems, which it shall destroy upon the normal expiration of its backup files.
(3) The Service Provider will not be liable to repay or refund any fees paid in advance by Customer upon the expiration or termination of this Agreement for any reason.
Confidential Information.
13. Each Party (the “Recipient”) understands that the other Party (the “Discloser”) may during the Agreement Term and in connection with the Services disclose non-public information relating to the Discloser’s business that is designated as confidential or reasonably should be understood to be confidential and/or proprietary given the nature of the information and circumstances of disclosure (“Confidential Information”). The Recipient agrees (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use or divulge to any third person any such Confidential Information except as set forth herein and only to those of its employees and contractors who need access for purposes consistent with this Agreement and who are bound to confidentiality terms with Recipient containing protections no less stringent than those herein. The Discloser agrees that the foregoing will not apply with respect to Confidential Information that the Recipient can document (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Discloser; (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Discloser. If the Recipient is required by law or court order to disclose Confidential Information, it will give prior written notice to the Discloser (to the extent legally permitted) and reasonable assistance at the Discloser’s cost to contest the disclosure. Notwithstanding the foregoing, Service Provider may disclose Confidential Information to the limited extent required (i) with other companies in its company group, including for the improvement of Services, sharing with shared-services divisions, and cross-selling other services to Customer (ii) to establish a Party's rights under this Agreement, including to make required court filings. Recipient acknowledges that the breach or threatened breach of this Agreement may result in irreparable injury to Discloser and that, in addition to its other remedies, the Discloser shall be entitled to seek such temporary and permanent injunctive relief it deems necessary to restrain any threatened or continued breach of this Agreement.
Warranties, Indemnities and Limitation of Liability
14. Warranties. Warranties Disclaimer.
14.a. Service Provider warrants that the Services will be performed in a professional and workmanlike manner, and in accordance with generally accepted industry standards.
14.b. Customer represents, warrants, and covenants to Service Provider that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Provider and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable Law. "Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or a Customer user by or through the Services or that incorporates or is derived from the processing of such information, data, or content by or through the Services.
15. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 14.a.,THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SERVICE PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SERVICE PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
16. Indemnification by Customer.
16.a. Customer shall indemnify, hold harmless, and, at Service Provider's option, defend Service Provider from and against any losses resulting from any third-party claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any third party's claims based on Customer's or any Customer User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Services not made by Service Provider, provided that Customer may not settle any third-party claim against Service Provider unless Service Provider consents to such settlement, and further provided that Service Provider will have the right, at its option, to defend itself against any such third-party claim or to participate in the defense thereof by counsel of its own choice.
17. Limitation of Liability.
IN NO EVENT WILL SERVICE PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SERVICE PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
18. Dispute Resolution.
18.a. In the event of a dispute arising out of or relating to this Agreement, including any question regarding its breach, existence, validity or termination, and including any non-contractual claims (whether in tort or otherwise), the parties shall endeavor to reach a resolution of the dispute satisfactory to both parties.
18.b. Choice of Law. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) will be governed by the laws as listed in Table.1 – Governing Law and Jurisdiction depending on the contracting Service Provider entity without regard to any conflict of law rules, and both Parties irrevocably agree that the courts listed in “Agreed Jurisdiction” in Table.1 – Governing Law and Jurisdiction will have exclusive jurisdiction to settle any such dispute or claim.
19. General.
19.a. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the Service Provider, which consent will not be unreasonably withheld. Any purported assignment or delegation in violation of this section will be null and void. Service Provider has the right to freely assign and delegate its rights and obligations under this Agreement. Subject to the foregoing, this Agreement will inure to the benefit of the subsidiaries, successors and assigns of the Parties.
19.b. Entire Agreement. This Agreement constitutes the entire agreement and complete understanding of the Parties and supersedes all other agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter of this Agreement.
19.c. Force Majeure. Neither Party will be responsible for failure or delay of performance if caused by a force majeure event (acts of God; flood, fire, earthquake, health epidemics or explosion; war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest; government order, law, or actions; embargoes or blockades; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; telecommunication breakdowns, power outages or shortages, and other similar events beyond the reasonable control of the impacted Party. Each Party will use reasonable efforts to mitigate the effect of a Force Majeure Event. If such Force Majeure Event continues for more than 20 days, either Party may cancel and terminate this Agreement as to unperformed Services upon written notice. A Force Majeure Event shall not excuse Customer’s obligations to make timely payment.
19.d. Severability. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. In the event that the Parties cannot agree, the relevant provision will apply with the minimum modification necessary to make it legal, valid and enforceable.
19.e. Waiver. Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing. If any provision, right, or obligation is waived, it is only waived to the extent agreed to in writing.
19.f. Notices. All notices concerning (i) breach (ii) termination or cancellation, or (iii) indemnification in relation to these terms and conditions shall be made in writing and shall be treated as given upon receipt when (A) personally delivered, (B) sent by internationally recognized overnight courier service, with written verification of receipt, or (C) mailed, postage prepaid by certified or registered mail, return receipt requested, to the party to be notified, addressed to the Designated Contacts on the Term Sheet, provided that a copy is also sent to legalnotices@wiley.com .
19.g. Relationship of the Parties. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party, except as expressly provided in this Agreement.
19.h. No modification, variation or amendment of any provisions of this Agreement will be valid unless in writing and signed by both parties (whether by hand or digital or electronic signature).
19.i. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered will constitute a duplicate original, but all the counterparts shall together constitute the Agreement. The parties also consent to execution and delivery of the Agreement electronically and the parties agree that an electronic signature shall be given the same legal force as a handwritten signature.
19.j. The Customer irrevocably accepts these terms and conditions, which shall prevail over any terms and conditions stated on the Customer order form or in any purchase order. In the event of a conflict between these terms and conditions and the Term Sheet, the Term Sheet shall prevail.
20. The laws of the country set forth below shall apply to this Agreement according to the Wiley Contracting Entity which enters into the Term Sheet and this Agreement with the Customer, without regard to conflict of law rules. The corresponding jurisdiction shall be the forum for adjudication of all disputes arising in connection with this Agreement:
Section 18.(b) - Table.1 – Governing Law and Jurisdiction
| Wiley Contracting Entity | Applicable Law | Agreed Jurisdiction |
|---|---|---|
| John Wiley & Sons Inc | State of New York | New York, NY |
| John Wiley & Sons, Ltd | England and Wales | England and Wales |
| Wiley-VCH GmbH | Germany | Germany |
| John Wiley & Sons Australia, Ltd | State of Victoria | Melbourne |
| Wiley India Pvt Ltd | State of Delhi, India | New Delhi, India. |