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Terms and Conditions

These "Terms of Use" (sometimes referred to as this "Agreement") constitutes a legal agreement between you and JUST FOR A CHANGE UK Ltd trading as Rectuoso ("Rectuoso," "we," or "us"). You are a customer ("Member") (or will become a Member if you agree to our Terms of Use by clicking below). The "Term" is the time during which you are entitled to use our website to manage your recruitment agency. If an individual purports, and has the legal authority, to sign these Terms of Use electronically on behalf of an employer or client, "you" refers to the employer or client. If not, "you" refers to the individual signing hereon. You are responsible for assuring that all the terms and conditions of this Agreement are complied with. By clicking the button to join Rectuoso, you will be agreeing to the terms of this Agreement. Furthermore, by clicking that button, after typing in your username, or other indication of your identity, you do confirm to us that typing in such indication of identity constitutes your "signing" of this Agreement for all purposes under applicable law. Any individual clicking the button on behalf of another individual or entity, listed as the Member above, does hereby represent and warrant that such agreement is being made with full authority.

1.1 In this Agreement the following expressions shall apply (save where the context otherwise requires):
1.1.1 "Commencement Date" means Date specified on your Service Order Form.
1.1.2 "Customer Data" means all data processed by Rectuoso or provided to Rectuoso for processing or otherwise processed as part of the Services including, but not limited to, data generated by the website from visitor input.
1.1.4 "Downtime" means a period during Hosted Application Hours during which there is total loss of the Services.
1.1.5 "HA Proprietors" means all persons who own the Intellectual Property Rights in the Hosted Applications or who have licence rights in the Hosted Applications or any part or parts thereof and which licence rights are superior to the licence rights of Rectuoso.
1.1.6 "Hosted Applications" means the software programs or components thereof used by Rectuoso to provide the Services which are specified as the Hosted Applications in Schedule 1 as the same may be modified, added to or replaced during the Term.
1.1.7 "Hosted Application Hours" means the hours during which the Services are to be provided as set out in Schedule 1. References to "hour(s)" and "minute(s)" in this Agreement will, unless otherwise indicated, be taken only to refer to the elapse of time during Hosted Application Hours.
1.1.8 "Initial Period" means the period of 1 month commencing on the Commencement Date.
1.1.9 "Intellectual Property Rights" means all copyrights, patents, database rights, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world and for the full term thereof including all rights to renew the same.
1.1.10 "Month" means a calendar month and "monthly" shall be construed accordingly.
1.1.11 "Outage" means an instance of Downtime.
1.1.12 "Service Fee" means the fee specified in your Service Order Form which covers the provision of the Services for the Initial Term and is payable monthly in equal instalments. It covers the number of Users set out in your Service Order Form., any increase in the number of Users will result in a increase in service fees. Also referred to as the Subscription Fee.
1.1.13 "Service Interruption" means a period during Hosted Application Hours during which there is partial loss of the Services.
1.1.14 "Service Levels" means the levels of performance to which the Services are to be provided to the Customer by Rectuoso as set out in Schedule 2.
1.1.15 "Services" means the provision of the services, details of which are set out in Schedule 1.
1.1.16 "System" means the Hosted Applications and the Rectuoso hardware as the same operate together in the provision of the Services.
1.1.17 "System Management Regulations" means regulations introduced by Rectuoso from time to time for the better management of the Services and which may include (but are not limited to): defining minimum specifications for equipment used by the Customer to interface with the Services (including, but not limited to, routers, firewalls and PC's); regulations to ensure that the network through which the Services are provided are not overloaded and that the security and integrity of the network is maintained and including regulations which arise from the need to comply with regulations of any data centre facility engaged by Rectuoso in connection with the Services; and regulations to ensure that any database or other applications which form part of the Services are used to the best effect and within their capacities.
1.1.18 "Term" means the effective term of this Agreement.
1.1.19 "Tolerances" means instances of diminution of or interruption to the Service Levels as set out in Schedule 2 and which are to be disregarded from the point of view of establishing whether Rectuoso has fallen below those performance levels or breached any provision of this Agreement.
1.1.20 "User" means an individual employee or contractor working for the Customer.


2.1.1 Rectuoso agrees with effect from the Commencement Date in consideration of the payment of the Service Fee by the Customer to supply the Services on a non-exclusive basis upon the terms and conditions of this Agreement.
2.1.2 The HA Proprietors impose certain licence terms and conditions in relation to the use of the Hosted Applications and to the extent that the same are relevant to the Customer the same are set out in Schedule 4. The Customer agrees with Rectuoso, and for the benefit of the relevant HA Proprietor, to comply with those terms and conditions.
2.1.3 The Customer acknowledges that any HA Proprietor or Rectuoso may at any time, and without notice, incorporate licence management software into the Hosted Applications for the purposes of ensuring that licence rights are not exceeded.

This Agreement shall commence on the Commencement Date and shall (subject to the provisions for termination set out in this Agreement) continue for the Initial Period and thereafter until terminated by either party with notice in writing to our office address prior to the next billing date (any such notice to expire not earlier than the end of the Initial Period).

4.1 The Customer undertakes to pay the Service Fee for the Services and additional fees to Rectuoso for any other services provided by Rectuoso, such charges to be based on Rectuoso's then current charging rates
4.2 Rectuoso shall send to the Customer an invoice in respect of the Service Fee monthly in advance.
4.3 All invoices are payable within 7 days after the date thereof unless otherwise agreed in writing.
4.4 Rectuoso shall be entitled to charge the other interest in respect of the late payment of any sums due under this Agreement (as well after as before judgement) at the rate of 3 per cent per annum above the base rate from time to time of Barclays Bank plc from the due date therefore until payment.
4.5 Rectuoso shall be entitled to increase the Service Fee with effect of the second anniversary of the Commencement Date by giving at least 30 days' prior written notice to the Customer. Such increase measured as a percentage of the then current Service Fee shall not exceed 25% percent.

The Customer must evaluate the FREE 7 days product trial offered by Rectuoso. Rectuoso does not offer refunds in any circumstances.

Delivery of your online database system will take a maximum of 24 hours during normal business hours. Orders on weekends or public holidays will be delivered on the next business day.

The Customer can cancel the services by just writing to Rectuoso prior to the next billing date.

Email for all enquiries regarding payments to This email address is being protected from spambots. You need JavaScript enabled to view it.

5.1 Rectuoso undertakes with the Customer that the Services and each component thereof will, allowing for the Tolerances, be provided to the levels of performance specified in the Service Levels save where otherwise expressly provided for by this Agreement.
5.2 The Service Levels do not apply to the Consultancy Services, any supplemental services and any services that expressly exclude the Service Levels (as stated in the specification sheet for such services).
5.3 Subject to the Tolerances, in the event that the Customer experiences any interruption to the Services or degradation of the Services such that Rectuoso has failed to meet the Service Levels to the degrees set out in Schedule 2, Rectuoso will, upon the Customer's request, credit the Customer's account as set out in Schedule 2.
5.4 Subject to the Tolerances, the Customer may terminate this Agreement for cause and without penalty by notifying Rectuoso in writing within five (5) days following the end of a month in which a catastrophic event for which Rectuoso was responsible caused Downtime for more than 7 consecutive days during the month. Such termination will be effective thirty (30) days after receipt of such notice by Rectuoso.

6.1 Outages or Service Interruptions may be made by Rectuoso when in its reasonable opinion they are necessary to facilitate improvements to or maintenance of the Services. Rectuoso will use reasonable endeavours to minimise the Outages or Service Interruptions that may be caused by a change.
6.2 If Outages or Service Interruptions are required under clause 6.1 ("Scheduled Interruptions"):
6.2.1 Rectuoso will endeavour to schedule Scheduled Interruption so as to minimise impact on the Services and will notify the Customer of the anticipated commencement time of the Scheduled Interruptions and its estimated duration.

6.3 Rectuoso shall provide initial notice to the Customer's Representative by telephone, e-mail, pager or comparable notification service within ½ hour of Rectuoso becoming aware of an event that has caused or may cause an unscheduled Outage. In the event the Customer first becomes aware of such event, the Customer shall promptly provide initial notice to Rectuoso via customer support number listed in Schedule 2. Status reports about the event will continue at ½ hour intervals until either the event has been resolved or Rectuoso and the Customer have agreed a course of action that does not require continued notification.

7.1 Rectuoso warrants to and undertakes with the Customer that:
7.1.1 Rectuoso will use its reasonable efforts to provide the Services and to exercise reasonable care and skill and in accordance with the terms of this Agreement;
7.1.2 Rectuoso has full right power and authority to provide the Services to the Customer in accordance with the terms of this Agreement; and
7.1.3 Rectuoso has all requisite registrations under UK data protection legislation and will maintain such registrations throughout the Term and will comply with the provisions of such legislation.
7.2 Except for the express warranties set forth in this clause 7, the Services are provided on an "as is" basis, and the Customer's use of the services is at its own risk. Rectuoso does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice. Rectuoso does not warrant that the Services will be uninterrupted, error-free, or completely secure.
7.3 Rectuoso does not and cannot control the flow of data to or from its network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the Internet (or portions thereof). Although Rectuoso will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Rectuoso cannot guarantee that such events will not occur. Accordingly, Rectuoso disclaims any and all liability resulting from or related to such events.

8.1 In the event that the Customer is in breach of any of its obligations under this Agreement, then:-
8.1.1 Rectuoso can not be held responsible should the Services fail to comply with the Service Levels as a result (directly or indirectly) of such Customer breach and no service credits will accrue on account thereof;
8.1.2 Rectuoso shall be entitled to charge the Customer for staff time engaged on rectifying any resulting problems at Rectuoso's standard charge rates for the time being; and
8.1.3 Rectuoso may terminate or suspend support in relation to the Services without prejudice to any pre-existing rights and obligations of either party.
8.2 The Customer represents, warrants and undertakes that:
8.3.1 it has and shall during the Term have the legal right and authority to place and use and have used any of its equipment as contemplated under this Agreement;
8.3.2 it will use the Services only for lawful purposes and in accordance with this Agreement; and
8.3.3 any software, data, equipment or other materials provided by the Customer to Rectuoso or employed by the Customer in its use of or receipt of the Services shall not infringe any Intellectual Property Rights of any third party and shall not be obscene or defamatory of any person and shall not violate the laws or regulations of any state which may have jurisdiction over such activity.
8.4 In the event of any breach of any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, Rectuoso will have the right to suspend immediately any related Services if deemed reasonably necessary by Rectuoso to protect the proper interests of Rectuoso or its other customers. If practicable and depending on the nature of the breach, Rectuoso may (in its absolute discretion) give the Customer an opportunity to cure. In such case once the Customer has cured the breach, Rectuoso will promptly restore the Service(s).

9.1 Rectuoso shall not be liable for any loss or damage of whatsoever nature suffered by the Customer arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of the Customer or arising from any cause beyond Rectuoso's reasonable control.
9.2 Rectuoso is not liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by the Customer or for any wasted management time, failure to reconstitute data, failure to make anticipated savings or liability of the Customer to any third party arising in any way in connection with this Agreement or any maintenance or other agreement entered into between the Customer and Rectuoso or for any liability of the Customer to any third party. or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss.
9.3 The Customer accepts that Rectuoso is in no way liable for any virus or other contaminants which enter the Customer's email system or computer network via email.
9.4 None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of Rectuoso or its appointed agents.
9.5 No matter how many claims are made and whatever the basis of such claims, Rectuoso's maximum aggregate liability to the Customer under or in connection with this Agreement or any other agreement between the parties or any software related to this Agreement, in respect of any direct loss (or any other loss to the extent that such loss is not excluded by clauses 10.1-10.4 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to twice the Service Fee.
9.6 The Customer agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Agreement and that the Service Fee has been calculated on the basis of the limitations and exclusions in this clause 10 and that the Customer will effect insurance as is suitable having regard to its particular circumstances and the terms of this clause 10.

10.1 The parties hereby agree that the Customer shall not acquire any Intellectual Property Rights whatsoever in respect of the Hosted Applications and in all materials created or originated by it in connection with or related to the provision of the Services hereunder.
10.2 Rectuoso warrants that it has all necessary right, title or interest to enable the Customer to use the Hosted Applications in accordance with this Agreement.

11.1 For the purposes of this clause , the following events shall be deemed "acts of default":
11.1.1 if the Customer fails to pay any moneys due pursuant hereto within 7 days of the due date therefore;
11.1.2 if a party commits any material breach of any term of this Agreement (other than one falling under clause 11.1.1 above) and which, in the case of a breach capable of being remedied, shall not have been remedied within 14 days of a written request by the other party to remedy the same;
11.1.3 if a party shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with or assignment for the benefit of its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrative receiver, administrator or liquidator or similar officer is appointed in respect of the other party or all or any part of its business or assets or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction) or if any analogous step is taken in any jurisdiction.
11.2 If the Customer commits an act of default then Rectuoso may:
11.2.1 Forthwith suspend the provision of the Services hereunder (or any of them or any part of them) and no such suspension shall be deemed a breach of any term or provision of this Agreement or give rise to any service credits; or
11.2.2 Terminate this Agreement by notice in writing forthwith.
11.3 If Rectuoso commits an act of default then the Customer may terminate this Agreement by notice in writing forthwith.
11.4 Any termination of this Agreement for any reason shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
11.5 30 days after disconnection date, data will be permanently deleted and you will not be able to access it again

12.1 Each of Rectuoso and the Customer hereby undertakes with the other (and, where applicable, for the benefit of the HA Proprietors) to:
12.1.1 keep confidential all Confidential Information;
12.1.2 not without the Customer's written consent disclose the Customer Data in whole or in part to any other person save those of its employees agents and sub-contractors involved in the provision or receipt of the Services and who have, and to the extent that they have, a need to know the same; and
12.2 The provisions of clause 12.1 above shall not apply to the whole or any part of the Confidential Information to the extent that it is:
12.2.1 trivial or obvious;
12.2.2 already in the other's possession without duty of confidentiality on the date of its disclosure;
12.2.3 in the public domain other than as a result of a breach of this clause; or
12.2.4 to the extent that disclosure of such information may be required by any governmental agency or by operation of law and, in either such case, the party required to make such disclosure shall use reasonable endeavours to notify the other party of such requirement prior to making the disclosure.
12.3 Each of Rectuoso and the Customer hereby undertakes to the other to make all relevant employees agents and sub contractors aware of the confidentiality of the Information and the provisions of this clause 12.

13.1 Neither party hereto shall be liable for any breach of its obligations hereunder, except in respect of payment, resulting from causes beyond the reasonable control of the party in default (or its sub contractors) including but not limited to act of God, war, insurrection, riot, civil commotion, Government regulation, embargo, explosion, strike, labour dispute, illness, flood, fire or tempest (an 'Event of Force Majeure'). Any time limit or estimate for a party to perform any act hereunder shall be suspended during an Event of Force Majeure.
13.2 Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
13.3 If a default due to an Event of Force Majeure shall continue for more than 30 days then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure but such termination shall not affect any pre existing rights or obligations of either party.

The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

Any notice request instruction or other document to be given hereunder shall be delivered or sent by first class post or by email (email transmission notice to be confirmed by letter posted within 12 hours) to the address of the other party set out in this Agreement (or such other address or numbers as may have been notified) and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery and (if sent by post) upon the expiration of 48 hours after posting and (if sent by email) upon the expiration of 12 hours after dispatch.

Notices to



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No announcement or information concerning this Agreement or any ancillary matter shall be made or released or authorised to be made or released in any advertising publicity promotional or other marketing activities by either of the parties without the prior written consent of the other party.

If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

18.1 Subject to clause 19.2, this written Agreement (including the Schedules) and any other expressly incorporated document constitute the entire agreement between the parties hereto relating to the subject matter hereof. In entering into this Agreement neither party has relied on any representation made by the other party unless such representation is expressly included herein. Nothing in this clause 18.1 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court, arbitrator or expert appointed under clause 22 may allow reliance on the same as being fair and reasonable.
18.2 No change, alteration or modification to this Agreement shall be valid unless in writing and signed on behalf of both parties hereto.

This Agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.

The Customer shall not be entitled to assign this Agreement nor all or any of its rights and obligations hereunder.

Rectuoso shall be entitled to sub contract the whole or any part of its obligations hereunder to any third party but shall remain liable as if it were performing the Services itself.

22.1 All disputes or differences which shall at any time hereafter arise between Rectuoso and the Customer in respect of the construction or effect of this Agreement or the rights duties and liabilities of the parties hereunder or any matter or event connected with or arising out of this Agreement (a 'Relevant Event') shall be referred to such independent third party (the 'Third Party') as Rectuoso and the Customer shall jointly nominate.
22.2 If Rectuoso and the Customer shall fail to nominate a Third Party within 14 days of the date of occurrence of the Relevant Event then the Third Party shall be nominated at the request of either Rectuoso or the Customer by the President for the time being of the British Computer Society.
22.3 The Third Party shall act as an expert and not as an arbitrator whose decision (including as to costs) shall, except in the case of manifest error, be final and binding upon Rectuoso and the Customer.

23. VAT
Save insofar as otherwise expressly provided all amounts stated in this Agreement are expressed exclusive of value added tax and any value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable therefor.

24. LAW
This Agreement shall be governed by and construed in accordance with English law and (subject always to clause 22) the parties submit to the exclusive jurisdiction of the courts of England and Wales..

25. Fair Usage

We are committed at Rectuoso to provide you with the very best quality service and to do this we monitor our server infrastructure regularly to ensure fair usage of data allocations. Our average users use approximately a GigaByte of data per user. We have set the upper limit at a generous 2GB per paying user. Should you exceed this limit we shall inform you and advise that you need to purchase more data to accommodate your expansion. Should you need more data we are happy to provide extra allocation.