Talentful OnDemand Terms & Conditions
Last updated: July 26, 2023
Please read these terms and conditions carefully before using Talentful OnDemand (“ToD”) or the “Services”.
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Interpretation & Definitions
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of these Terms and Conditions:
Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Account means a unique account created for You to access ToD or parts of our Services.
Assigned Consultant means a Company employee, contractor, or agent of the Talentful group assigned to perform the Services You purchase through the ToD website (including any Consultant that has been an employee, contractor, or agent of the Talentful group in the preceding six (6) months.
Country refers to: United Kingdom or the United States (as applicable based on the Subscription selection)
Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Talentful Ltd, Linen Court, 10 East Road, London N1 6AD, United Kingdom.
Device means any device that can access ToD such as a computer, a cellphone or a digital tablet.
Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
Orders mean a request by You to purchase Services from ToD.
Role means a role or position at Your company for which You are utilizing the Services to fill.
Service refers to the talent acquisition services for purchase through the ToD Website, as detailed further herein.
Subscriptions refer to the Services or access to the Services offered on a subscription basis by the Company to You.
Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Services.
Website refers to Talentful OnDemand, accessible at https://www.talentful.com/.
You means the individual user accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Services, as applicable.
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Acknowledgment
These are the Terms and Conditions governing the use of the ToD Services and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Services.
Your access to and use of the Services is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Services.
By accessing or using the Services, You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Services.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
If You are accepting these terms on behalf of a company, organization, or other business entity, You acknowledge and agree that You have authority to bind said company to the Terms and Conditions herein.
Your access to and use of the Services is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You.
Please read Our Privacy Policy carefully before using Our Services.
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Orders & Subscriptions
To be valid, all Subscriptions for Services must be purchased through Our Website and will be payable periodically depending on the Service selection, resulting in recurring charges on a weekly or monthly basis. By placing an Order for Services through the Website, You warrant that You are legally capable of entering into binding contracts.
Subscription period
All Orders will be billed through a recurring Subscription. You will be billed in advance on a periodic basis (either weekly or monthly), depending on the type of Subscription plan you select when purchasing the Subscription.At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.
Subscription cancellations
You may cancel Your Subscription renewal either through Your Account settings page or by contacting the Company. You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.
Payments & Billing
Payment for Subscriptions can be made through various payment methods we have available, such as Visa, MasterCard, Affinity Card, American Express cards or online payment methods (PayPal, for example). Company reserves the right to update the methods of acceptable payment at any time and without prior notice to You.
Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer. If we do not receive the required authorization, We will not be liable for any delay or non-delivery of Your Subscription.
You hereby warrant that all payment information provided to the Company is accurate and complete. When purchasing Your Subscription, You will be required to provide certain information relevant including, without limitation, Your name, Your email, Your phone number, Your credit card number, the expiration date of Your credit card, and Your billing address. We do not store any financial information You provide.
You represent and warrant that: (i) You have the legal right to use any credit or debit card(s) or other payment method(s) in connection with any Subscription purchase; and that (ii) the information You supply to us is true, correct and complete.
By submitting such information, You grant us the right to provide the payment information to payment processing third parties for purposes of facilitating the purchase and recurring payment of your Subscription.
Should automatic billing fail to occur for any reason, the Company may issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
In the event that Your payment method or the billing information is inaccurate or otherwise results in Company being unable to obtain the full amounts owed under Your Subscription, Company reserves the right to terminate Your Account and discontinue the provision of the Services with immediate effect.
Fee Changes
The Company, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period.
The Company will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.
Your continued use of the Services after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.
Refunds
Except when required by law, paid Subscription fees are non-refundable. Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and granted at the sole discretion of the Company.
Availability, Errors and Inaccuracies
We are constantly updating Our Service offerings on the Website. The Services available on Our Website may be mispriced, described inaccurately, or unavailable, and We may experience delays in updating information regarding our Services on the Website and in Our advertising on other websites.
We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
We reserve the right to refuse or cancel Your Subscription prior to Your first payment or following the completion of a Subscription period for certain reasons including but not limited to:
- Services availability/Consultant availability
- Errors in the description or prices for Services
- Errors in Your Order or payment information
- Your lack of authority to bind Your company to the purchase
We reserve the right to refuse or cancel Your Subscription if fraud or an unauthorized or illegal transaction is suspected.
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Scope of Services
For purposes of Your Subscription with ToD, by purchasing a Subscription, You are agreeing to engage the Company to fill certain Roles on Your behalf. Following the successful purchase of Your Subscription, the Company will assign appropriate personnel to manage the Services. Within 1 business day, You will be contacted by the OnDemand team to schedule a kickoff meeting to discuss Your hiring goals and identify the information and/or documentation You will need to provide in order to facilitate the provision of the Services (the “Kickoff Meeting”). Your failure to (a) attend or timely schedule the Kickoff Meeting or (b) provide any of the necessary information outlined by the Assigned Consultant(s) during the Kickoff Meeting may result in delays to the performance of the Services. Such failures or delays will not entitle You to any refunded amounts.
Each Subscription includes one (1) Assigned Consultant who will provide the Services, and such Services may include up to two (2) Roles at even given time during the Subscription period.
Your Obligations
In order for the Company and the Assigned Consultant(s) to effectively provide the Services, You will be required to:
- co-operate with the Company and/or the Assigned Consultant(s) in all matters relating to the Services;
- comply with all the Terms and Conditions and with particular regard to the payment obligations;
- provide the Assigned Consultant(s) with a company email address or other account as necessary to facilitate the provision of the Services;
- at Your own expense, provide the Company with all documents or other materials and data or other information necessary for the completion of the Services, within forty-eight (48) hours (on business days) of the Kickoff Meeting to enable the Company to provide the Services in accordance with any timetable or other target for progress or completion;
- be responsible for the content of all documents or other materials and shall ensure the accuracy of all data or other information provided to the Company in the course of the provision of the Services;
- effect and maintain in force with reputable insurers policies and appropriate levels of cover that is sensible for a prudent business which is to include public liability insurance policy, professional indemnity insurance and employer’s liability; and
- ensure that the Company and/or its Assigned Consultants are accorded sufficient access to any of Your information, data or personnel and use of any equipment that is reasonably necessary for the completion of the Services. Where the Company or the Assigned Consultant(s) need access to any third-party premises, information, data or personnel to perform the Services, You will make all reasonable efforts to arrange this for the Company.
With respect to any Role You identify for the performance of the Services, in order to ensure optimal service and avoid delays, You are expected to provide the feedback to the Assigned Consultant within forty-eight (48) hours (on business days) of:
- the Assigned Consultant’s submission of any candidate information;
- candidate interviews to the end of the interview process; and
- the completion of Candidate tests or assessments.
You are not entitled to any cancellation or refund if Our performance of the Services is prevented or delayed by Your actions or omissions or by Your failure to perform any of the relevant obligations outlined in these Terms.
Services Limitations & Disclaimer
The Services provided through a ToD Subscription do not include:
- A dedicated Consultant
- Process optimization
- Talent Director
- Monthly or quarterly reporting
- Consultancy
- Talent Audit
- Embedded ATS and ecosystem
We are not responsible for conducting background checks of any kind on the candidates presented to You for a Role. All information provided to You by the Company or the Assigned Consultant is based on information provided directly by the candidate and/or publicly available data.
The Company makes no representations or guarantees that the Services will result in any Role being filled during the Subscription period, and You will not be entitled to any refund in the event that a Role is not successfully filled during the Subscription period. The Services are provided to You “AS IS” and “AS AVAILABLE” without warranty or guarantee of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Services will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the Company’s provider makes any guarantee, representation, or warranty of any kind, express or implied: (i) as to the operation or availability of the Services, or the information, content, and materials or products included thereon; (ii) that the Services will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Services, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
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Confidential Information
“Confidential Information” means all information relating to all or any part of the business, property, assets, activities, financial affairs, management, administration or clients of that party and which is treated by that party as being confidential including any information in relation to which that party owes a duty of confidentiality to a third party and any information that would be regarded as confidential by a reasonable business person but not including any information that:
- is or becomes generally available to the public other than as a result of its disclosure by the receiving party or its representatives in breach of these Terms and Conditions or of any other undertaking of confidentiality addressed to the party to whom the information relates;
- was available to the receiving party on a non-confidential basis prior to disclosure by the disclosing party;
- was lawfully in the possession of the receiving before the information was disclosed to it by the disclosing party;
- the parties agree in writing is not confidential or may be disclosed; or
- is developed by or for the receiving party independently of the information disclosed by the disclosing party.
You understand that, through the provision of the Services, You may be required to provide Confidential Information to the Assigned Consultant in order for said Services to be effectively performed. You acknowledge and agree that such Confidential Information may be shared internally within the Company in order to perform the Services. You further agree that the Company and/or the Assigned Consultant are permitted to share Confidential Information with candidates to the extent that the disclosure of such Confidential Information is required to perform the Services.
As it relates to personal candidate information, You agree to abide by all applicable data protection regulations, including the General Data Protection Regulations and the California Consumer Protection Act, as may be amended from time to time. Candidate data provided to You through the Services may include personal and/or sensitive information (as defined by the applicable data protection laws). You will be solely responsible for managing, using, storing, transferring, and deleting the candidate information once such data is provided to You. Under no circumstances will the Company or the Assigned Consultant be responsible for managing or complying with Your data processing protocols.
The Company’s practices for processing Confidential Information belonging to You or to individual candidates is further detailed in our Privacy Policy.
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User Accounts
When You create an account with Us, You warrant that all information provided is and will at all times be accurate, complete, and current. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your Subscription and/or Your account.
You are responsible for safeguarding the password that You use to access the Website and for any activities or actions associated with Your password.
You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
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Intellectual Property
The Website, the Services and all original Content associated with ToD and the associated features and functionality (excluding Content provided by You or other users) are and will remain the exclusive property of the Company and its licensors.
You acknowledge and agree that the Company and/or its licensors own all Intellectual Property Rights and any other rights in the Services and the tools used to provide such Services. Except as expressly stated in these Terms, the Company does not grant You any Intellectual Property Rights or any other rights or licences in respect of the Services or the provision thereof, and Company shall not acquire or claim any rights in respect of the Services by virtue of the rights granted under this Agreement.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company. All methods and related documentation utilized during the provision of the Services are and shall remain the sole and exclusive property of the Company and its licensors.
Any report, data, presentation, or other documentation provided to You as a deliverable during the provision of the Services is and shall remain the sole and exclusive property of the Company and its licensors. Notwithstanding the foregoing, upon receipt of such report or deliverable, the Company hereby grants You a non-exclusive, royalty-free, nontransferable license to use the Company’s Intellectual Property for internal business purposes.
You further permit the Company to utilize Your Intellectual Property Rights only to such extent necessary to enable Talentful to deliver the Services.
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Non-Exclusivity
You acknowledge that the Company and the Assigned Consultants will be providing the Services on a non-exclusive basis. Nothing in these Term shall prevent the Company or the Assigned Consultant from providing the same or similar services to any other customer, or otherwise prevent Us from being engaged, employed, concerned, or having any financial interest in any capacity in any other business, trade, profession or occupation for the duration of Your Subscription, provided that such activity does not cause a breach of any of Our obligations under these Terms.
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Non-Solicitation
For the duration of Your Order and for a period of six (6) months thereafter, You, or in the event that You are purchasing Services on behalf of a company, Your company will not solicit, employ, or engage any Assigned Consultant. In the event that this provision is violated, You shall be immediately obligated to pay Company fifty percent (50%) of the cash sum equivalent of the Assigned Consultant’s first year total compensation package with You or Your company. Company (which for the avoidance of doubt, includes its Affiliates, associates, representatives, subsidiaries and parent entities) confirms that it will operate in good faith and not seek, in any form or manner, to circumvent this provision.
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Feedback
You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.
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Links to Other Websites
Our Services may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
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Termination
We may terminate or suspend Our Services immediately, without prior notice or liability, if You breach these Terms and Conditions.
Upon termination for such breach, Your right to use the Services will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service, though You will not be entitled to a refund.
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Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Services in the six (6) months preceding the event giving rise to the dispute at issue.
To the maximum extent permitted by applicable law, in no event shall the Company, its Affiliates, its Assigned Consultant, or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Services, third-party software and/or third-party hardware used with the Services, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.
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Indemnification
You acknowledge and agree that You, in Your absolute and sole discretion, shall make the decision to hire a candidate. You confirm that the Company shall have no liability or responsibility for any consequences that arise from Your decision to hire a candidate, and You agree to indemnify and hold harmless the Company and its Affiliates, employees, and officers (“Representatives”), and keep the Company and its Representatives indemnified, on demand against each loss, liability and cost which Talentful incurs arising (directly or indirectly) out of any hire or decision to reject a candidate.
Furthermore, the Company abides by all employment practices outlined by applicable laws and You agree to refrain from directing the Company or the Assigned Consultant to engage in any unlawful hiring practices. You agree to indemnify and hold harmless the Company and its Representatives on demand against each loss, liability, and cost which are a direct or indirect result of Your hiring practices and/or any directives You provide the Company or the Assigned Consultant relating to the provision of the Services.
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Governing Law
For Subscriptions relating to Services provided in the United Kingdom, the laws of the England and Wales shall govern these Terms and Your use of the Services.
For Subscriptions relating to Services provided in the United States, the laws of the State of New York shall govern these Terms and Your use of the Services.
Your use of the Website and/or the Services may also be subject to other local, state, national, or international laws.
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Disputes Resolution
You hereby agree to resolve all disputes arising from or relating to Your Account, Your Subscription, Our Services and/or the Website through binding arbitration.
For Subscriptions relating to Services provided in the United Kingdom, the laws of the England and Wales shall control any such arbitration.
For Subscriptions relating to Services provided in the United States, the laws of the State of New York shall control any such arbitration.
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European Union (EU) Users
If You are a consumer within the European Union, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
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United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
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Severability & Waiver
Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
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Changes to These Terms & Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will provide reasonable notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Services after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Website and the Services.
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Contact Us
If you have any questions about these Terms and Conditions, You can contact us by email at data@talentful.com