Terms of Service

Welcome to www.talentclouds.co.uk. These Terms of Service contain the terms and conditions that govern all use of our Platform (as defined below) and Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the “Talent Cloud Services”).

The Talent Cloud Services are offered to you subject to your acceptance, without modification (other than Special Terms (as defined below) agreed by the parties pursuant to these Terms of Service), of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy at the Guidelines (as defined below) and any future modifications thereof, and procedures that may be published from time to time on the Platform or made available to you on or through the Talent Clouds Services (collectively, the “Terms”). When accepted by you (as defined below), these Terms form a legally binding contract between you and Supplier (as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE TALENT CLOUD SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE TALENT CLOUD SERVICES.

Supplier may, in its sole discretion, elect to suspend or terminate access to, or use of the Talent Cloud Services to anyone who violates these Terms.

1. Definitions

Account: The primary means for accessing and using the Talent Clouds Services, subject to payment of an Account Fee designated in the selected Plan;

Account Fee: Regular minimum payment for using the activated Account;

Authorization: The set of rights and privileges on the Platform assigned to a User by a Client;

Client: A natural or legal person who has accepted these Terms with the Supplier;

Client Customer: A natural or legal person from who the Client requests Checks to be completed;

Client Data: Files and any other digital data and information, which is subjected to the Talent Clouds Services or otherwise inserted to the Platform by the Client;

Checks: Any compliance processes selected within the Platform on which Check Fees are based;

Check Fees: Payment for the facilitation of the requested checks;

Content: Any data and information available through Talent Clouds Services or contained within the structure of the Platform, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments;

Files: Documents of any kind (images, spreadsheets, text files, etc.) that are inserted to the Platform by the Client or Client Customer;

Guidelines: Additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Talent Clouds Services;

Organization: Legal persons (such as companies) and other entities with which that the Client interacts with on or through the Talent Clouds Services;

Talent Clouds Materials: The visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Talent Clouds Services;

Talent Clouds Services: The Website, Content, Platform and all content, services and/or products available on or through the Platform;

Plan: Various criteria related to the use and functionality of the Talent Clouds Services and on which the Account Fee is based;

Platform: The Talent Clouds compliance management application;

Special Terms: Any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms;

Supplier: Talent Cloud Solutions Limited whose principal place of business is at Camburgh House, 27 New Dover Road, Canterbury, CT1 3DN and whose registered company number is 10993087;

Third-Party Validation: Checks which require verification and input from an external Organisation to that of the Supplier;

User: A natural person granted with the Authorization to use the Account on behalf of a Client;

Website: The compilation of all web documents (including images, php and html files) made available via  or its sub domains or domains with identical names under other top domains and owned by Supplier.

2. Authority to Enter into These Terms with Supplier

The use of the Talent Clouds Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.

The person who wishes to create an Account must:

 

complete the sign-up form on the Web Site or alternative process provided by a member of our customer success team; and

 

accept these Terms by clicking on the designated tick box or other similar button.

You may not, without Supplier’s prior written consent, access the Talent Cloud Services (i) for production purposes, (ii) if you are a competitor of Talent Clouds, (iii) to monitor the availability, performance or functionality of the Talent Clouds Services or (iv) for other benchmarking or competitive purposes.

Once accepted, these Terms remain effective until terminated as provided for herein.

3. Modifications to Terms

Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the Talent Cloud Services. Please check these Terms periodically for changes. Your continued use of the Talent Cloud Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Talent Clouds Services, or (ii) 30 days from posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Supplier will be governed by the Terms in effect at the time such dispute arose.

4. Our Responsibilities

4.1. Provision of Talent Cloud Services

Supplier will (a) make the Talent Cloud Services, Content and Client Data available to a Client pursuant to these Terms, (b) provide applicable support as outlined in the Service Levels (www.talentclouds.co.uk/termsandconditions) for the Talent Cloud Services to Client at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Talent Clouds Services available at least 99% of the time within UK business hours, except for:

(i) planned downtime (of which Supplier shall give advance electronic notice as provided in the Guidelines), and (ii) any unavailability caused by circumstances beyond Supplier’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, Internet service provider failure or delay, or denial of service attack.

4.2. Protection of Client Data

Supplier will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Supplier personnel except (a) to provide the Talent Clouds Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, or (c) as a Client or User expressly permit in writing.

The Services may be performed using equipment or facilities located in the European Union. The Supplier’s have executed standard contractual clauses that provide legal grounds for assuring that the personal data that is processed on a Client Customer when using the Talent Cloud Service will receive from the Supplier and its service providers an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (General Data Protection Regulation).

By agreeing to these Terms, the Client grants the Supplier a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the Talent Cloud Services. The Supplier will inform the Client of changes in such processors in accordance with the procedure of modifying these Terms as stipulated in section 3 of these Terms.

List of processors:

Chargebee

Chargebee is used to manage subscription payments efficiently for the Supplier. Based in the US (Privacy Shield certified).

Google Analytics

Service provider for data analytics within the Platform and from the Website in Ireland and the US (Privacy Shield certified)

 

HotJar

Service provider for marketing analytics within the Platform and from the Website. (Privacy Shield certified)

 

Idenfy

Idenfy processes identification and likeness/liveness validation checks on behalf of the Supplier. Based in Estonia (ISO27001 certified).

Intercom

Service provider for customer support conversations, qualifying as a processor for Client Data if you provide Client Data in conversations with our customer success team.  Based in the US (Privacy Shield certified).

 

Microsoft Azure

File storage and backup services in Ireland and the US (Privacy Shield certified).

 

Stripe

Stripe processes payments directly from the Supplier’s Platform and is integrated with Chargebee to process subscription payments (Privacy Shield certified)

Ucheck

Ucheck processes Disclosure and Barring Service checks on behalf of the Supplier. Based in the UK.

5. Using the Talent Clouds Services

5.1 Establishing an Account

Certain features, functions, parts or elements of the Talent Clouds Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:

complete the sign-up form on the Web Site or alternative process provided by a member of our customer success team; and

accept these Terms by clicking on the designated tick box or other similar button

Each Client may have only one Account. If several persons need to use an Account on behalf of Client, Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.

If Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. Supplier is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, Supplier may, in its discretion, request additional information or proof of the person’s credentials. If Supplier is not certain if a User has been granted Authorization, Supplier may, in its sole discretion, prevent such User from accessing the Talent Cloud Services.

The Client and any User associated with an Account must provide Supplier with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.

5.2 Logging Into an Account

Supplier shall provide Client with a username and password (“Login Credentials”) to be used to log in to its Account unless the Client uses the single sign-on feature or another service to log in. These Login Credentials must not be used by multiple persons. If Client has designated several Users, each User will be provided with separate Login Credentials. Client and each User are responsible for keeping confidential all login credentials associated with an Account. Client must promptly notify Supplier:

of any disclosure, loss or unauthorized use of any Login Credentials;

of a User’s departure from the Client’s organization;

of a change in a User’s role in the Client’s organization;

of any termination of a User’s right for any reason.

5.3 Termination of Account

Client may terminate these Terms at any time as provided in Section 17.

Supplier shall permanently delete the Account within six months of the effective date of the termination.

5.4 Fees.

The use of an Account is subject to an Account Fee. Upon sign-up for an Account, the Client must select a Plan. Different rates apply to different Plans. The applicable Account Fee is charged in arrears on monthly intervals where the Client has failed to meet the Account fee minimum through Check Fees. Account Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval. If, after signing up, Client elects to upgrade to a more expensive Plan, the Account Fee of the more expensive Plan shall be applied.

The processing of a Client Customer is subject to a Check Fee. Upon access to the Account and using the Platform, the Client must select a Check or multiple Checks. Different rates apply to different Checks and are clearly listed in the Platform. In certain circumstances, the Check may have to be upgraded due to Third Party Validator Request,  and the Supplier will apply the applicable Check Fee. The applicable Checks Fees are charged in accordance with clause 6.2 below. 

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.

 

5.5 Changing Plans

Any Client has the right to upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by the Supplier. In such an event, the Client’s credit card on file with the Supplier or a third party processor, as listed in clause 4.2, will automatically be charged with the relevant Account Fee for the next payment interval with the rate stipulated in the new Plan.

Downgrading of the current Plan may cause the loss of features or capacity of the Account, as well as the loss of Client Data.

6. Payment

6.1 Payment Card Authorization

Supplier may seek pre-authorization of Client’s payment card account prior to your purchase of Talent Cloud Services in order to verify that the card is valid and has the necessary funds or credit available to cover your purchase. You authorize such payment card account to pay any amounts described herein, and authorize Supplier to charge all sums described in these Terms to such card account.

6.2 Electronic Payment

The Suppler will charge the Client’s payment card at the end of each month electronically for payment of any Check Fees incurred in that month. You authorize such payment card account to pay any amounts described herein, and authorize Supplier to charge all sums described in these Terms to such card account. You agree to provide Supplier updated information regarding your payment card account upon Supplier’s request and any time the information earlier provided is no longer valid. The Client may request an electronic receipt from Supplier for any charges made in accordance with this clause.

6.3 Overage Charges

Upon delay with any payments, Supplier may require the Client to pay interest on the delay (penalty for late payment) for the period as of the time the payment obligation falls due until conforming performance is rendered. The interest rate of penalty for late payment due shall be 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. Upon calculation of the penalty for late payment, one year shall be deemed to contain 365 calendar days.

7. Client Data

If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, Client Customers, persons and Organizations) whether posted and/or uploaded by you or made available on or through the Talent Cloud Services by Supplier. By uploading Client Data to the Platform, Client authorizes Supplier to process the Client Data. The Client is responsible for ensuring that:

the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Supplier, other Clients or Users, Client Customers, persons or Organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and

the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.

7.2 No Guarantee of Accuracy

Supplier does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Talent Cloud Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Supplier, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Talent Clouds Services, as well as for any actions taken by the Suppliers or other Clients or Users as a result of such Client Data.

7.3 Unlawful Client Data

Supplier is not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to the attention of Supplier or if there is reason to believe that certain Client Data is unlawful, Supplier has the right to:

notify the Client of such unlawful Client Data;

deny its its insertion to the Platform;

demand that the Client bring the unlawful Client Data into compliance with these Terms and applicable law;

temporarily or permanently remove the unlawful Client Data from the Account, restrict access to it or delete it.

If Supplier is presented convincing evidence that the Client Data is not unlawful, Supplier may, at its sole discretion, restore such Client Data, which was removed from the Account or access to which was restricted.

In addition, in the event Supplier believes in its sole discretion Client Data violates applicable laws, rules or regulations or these Terms, Supplier may (but has no obligation), to remove such Client Data at any time with or without notice.

Talent Cloud Solutions Limited as the data processor will assist the Client as the data controller in meeting the Client’s obligations under Regulation (EU) 2016/679, providing subject access, and allowing data subjects to exercise their rights under Regulation (EU) 2016/679.

7.4 Compelled Disclosure

Supplier may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Supplier is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.

8. Services

8.1 Use of the Talent Clouds Services

Subject to these Terms, and the payment of the applicable Account Fee, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the Talent Cloud Services to:

collect, store and organize Client Data, such as add new Customer Clients, request checks, generate reports based on Client Data; add new Users and grant them Authorizations, assign Activities to a particular User;

modify and delete Client Data;

customize the standard features of the Talent Clouds Services;

receive help and guidance and from Supplier regarding the use of the Talent Cloud Services as outlined in the Service Levels (www.talentclouds.co.uk/servicelevels).

If Supplier determines Client usage of the Services to be outside of the permitted and intended use as outlined herein, or bandwidth usage of the Service or any features to be significantly excessive in relation to other Users, Supplier reserves the right to suspend respective the Account, (or part thereof) until Client assures Supplier that Client shall refrain from further abuse of the Services.

8.2 Technical Support.

Supplier shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. Supplier shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.

The contacts for all enquiries of support are:

built-in notification application on the Platform, or

e-mail: 

8.3 Modifications to Service

Supplier reserves the right to modify the Talent Clouds Services or any part or element thereof from time to time without prior notice, including, without limitation:

rebranding the Talent Clouds Services at its sole discretion;

ceasing providing or discontinuing the development any particular Talent Clouds Service or part or element of the Platform temporarily or permanently;

taking such action as is necessary to preserve Supplier’s rights upon any use of the Talent Clouds Services that may be reasonably interpreted as violation of Supplier’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, Client may be notified of such modifications when logging in to the Account. Modifications, including change in applicable Account Fees for the Talent Clouds Services, will become effective thirty (30) days before the effective date of such modification.

If the Client does not accept the modification, the Client shall notify Supplier before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Client’s continued use of the Talent Clouds Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Supplier shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Talent Clouds Services, or any part or element thereof.

9. Data Processing Contract

For the purposes of Article 28 of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the Client as the data controller and the Supplier as the data processor. The Client hereby instructs the Supplier to process the data as described in these Terms.

9.1 Subject matter and nature of processing

The Supplier provides the Platform where the Client, as the data controller, can collect, store and organize the personal data of data subjects determined by the Client.

The Platform has been designed to work as a compliance management system but, to the extent not regulated by these Terms, the Client decides how they use the Platform.

9.2 Duration

The Supplier will process data on behalf of the Client until the termination of the Talent Cloud Services in accordance with these Terms. Upon termination, Supplier will store the Client’s data for a period of three months, should the Client wish to reopen the Account to resume the use of the Talent Clouds Services or to export Client Data, unless instructed otherwise by the Client. The Supplier deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the personal data.

9.3 Parties’ rights and obligations

The Client’s rights and obligations regarding Client Data are provided in sections 4 through 10 of these Terms. The Supplier ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

The Supplier takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679. The Supplier undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Client as the data controller.

10. Restrictions

10.1 Prohibited Activities

Client and its authorized Users may use the Talent Clouds Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:

use the Talent Clouds Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Talent Clouds Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Supplier is not permitted by that applicable law to exclude or limit the foregoing rights;
use the Talent Clouds Services or any part or element thereof unless it has agreed to these Terms.

10.2 Certain Uses Require Supplier Consent

The Client or any User may not, without Supplier’s prior express written consent (e-mail, fax, Skype, etc.):

sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Talent Clouds Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client;
use the Talent Clouds Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
use the Talent Clouds Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by Supplier.

11. Privacy

Supplier takes the privacy of its Clients and Users very seriously. Supplier’s Privacy Policy at  is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Supplier’s collection, use, and disclosure of Client’s or User’s personal information.

12. Intellectual Property Rights

12.1 Supplier’s Intellectual Property Rights in the Talent Clouds Services

The Talent Clouds Services, Talent Clouds Materials, Supplier’s trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Supplier and its third party vendors and hosting partners. Talent Clouds Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Supplier, its affiliates and licensors retains all right, title and interest in such Talent Clouds Services, Talent Clouds Materials, Supplier’s trade names and trademarks, and any parts or elements. Your use of the Talent Clouds Services and Talent Clouds Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Talent Clouds Materials is strictly prohibited unless you have received the express prior written permission from Supplier or the otherwise applicable rights holder. Supplier reserves all rights to the Talent Clouds Services, Talent Clouds Materials, Supplier trade names and trademarks not expressly granted in the Terms.

12.2 Content Owned by Talent Clouds

Subject to these Terms and the payment of the applicable Fees, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Talent Clouds Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Talent Clouds Services or as otherwise permitted by applicable law.

12.3 Client Data

Supplier may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. Supplier may not otherwise use or display Client Data without Client’s written consent. Supplier respects your right to exclusive ownership of your Client Data. Client expressly grants Supplier the right to use and analyze aggregate system activity data associated with use of the Talent Cloud Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the Talent clouds Services operate, and to create new features and functionality in connection with the Talent Clouds Services in the sole discretion of Supplier.

Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Talent Clouds Service. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Suppliers to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended features of the Talent Clouds Services and these Terms, and to grant the rights and license set forth in Section 11.3(a), and (ii) Client Data, Supplier’s use pursuant to these Terms, and Supplier’s exercise of the license rights set forth in Section 11.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Supplier to any third party for the performance of any Talent clouds Services Client has chosen to be performed by Supplier or for the exercise of any rights granted in these Terms, unless Client and Supplier otherwise agree.

12.4 Feedback

If Client or a User provides Suppliers with any comments, bug reports, feedback, or modifications for the Talent Clouds Services (“Feedback”), Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Talent Clouds Services.

Client or User (as applicable) hereby grants Supplier a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. Supplier shall have the right to modify or remove any Feedback provided in the public areas of the Web Site if the Supplier deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.

13. Third-Party Sites, Products and Services

The Talent Clouds Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, Supplier does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Supplier makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Any content referred to as community provided is provided by third parties and not developed or maintained by the Supplier. By using any community marked code or libraries in your software development, you acknowledge and agree that the Supplier is not in any way responsible for the performance or damages caused by such community provided code or library.

14. Disclaimers; No Warranty

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, THE TALENT CLOUDS SERVICES, TALENT CLOUDS MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE TALENT CLOUDS SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT THAT THE TALENT CLOUDS SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE TALENT CLOUDS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE TALENT CLOUDS SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE TALENT CLOUDS SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE TALENT CLOUDS SERVICES, TALENT CLOUDS MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

15. Indemnification

You agree to defend, indemnify and hold harmless Supplier and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Talent Clouds Services, Talent Clouds Materials, representations made to the Supplier, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Supplier reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Supplier, and you agree to cooperate with such defense of these claims.

16. Limitation of Liability

16.1 No Liability

Supplier shall not be liable to the Client or User for any consequences resulting from:

any modifications in these Terms, calculation and rates of Fees, the Talent Clouds Services, Talent Clouds Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Talent Clouds Services or Talent Clouds Material;

deletion of, corruption of, or failure to store any Client Data;

use of Client Data by the Client or any of the Users associated with the Account;

upgrading or downgrading the current Plan;

any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential;

the Client’s use of the Account or the Talent Clouds Services by means of browsers other than those accepted or supported by the Supplier;

the application of any remedies against the Client or authorized Users by the Supplier, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the Talent Clouds Services or any part or element thereof;

the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Talent Clouds Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;

the Supplier’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Supplier and its affiliates shall not be liable to the Client for any claim by any User, Client Customer, person, Organization or third persons against the Client arising out of the Client’s failure to:

provide Supplier with accurate information about the Client, Users or Account;

notify Supplier of any reasons due to which a User does not have the right to use the Account on behalf of the Client;

provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Supplier’s negligence, breach of these Terms or otherwise);

ensure the lawfulness of the Client Data;

obtain the necessary rights to use the Client Data; or

abide by any of the restrictions described in these Terms.

16.2 Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SUPPLIER AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE TALENT CLOUDS SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.

16.3 Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

17. Termination of These Terms

17.1 For Convenience

These Terms may be terminated for convenience in the following situations;

by the Client any time by providing the Supplier with written notice;

by Supplier upon decision to end provision of the Talent Clouds Services and close the Platform; or

immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

17.2 For Default

These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:

by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or

immediately by either party if the other party breaches its obligations, as applicable under Sections 12 [Intellectual Property Rights], 15 [Indemnification], or 10 [Restrictions] of these Terms.

17.3 Effect of Termination

Upon termination of these Terms, Supplier shall deactivate and permanently delete the Account, within six months of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Supplier shall fulfill such request within 1 month of its receipt of such request.

Client must:

stop using and prevent the further usage of the Talent Clouds Services, including, without limitation, the Platform;

pay any amounts owed to Supplier under these Terms; and

discharge any liability incurred by the Client before under these Terms prior to their termination; and

The following provisions shall survive the termination of these Terms: Sections 1, 7.4, 10, 11, 12, 14, 15, 16, 18 and 19.

17.4 Remedies

If Supplier terminates these Terms as a result of an uncured breach by a Client or User, Supplier is entitled to use the same or similar remedies against any other persons who use the Talent Clouds Services in conflict with these Terms. Notwithstanding the foregoing, Supplier may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts or elements of the Talent Clouds Services.

If Supplier has reasonable grounds to believe that the Client’s or User’s use of the Talent Clouds Services, including the Account may harm any third persons, Supplier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.

The Supplier has the right to suspend access to all or any part of the Service, including removing Content, at any time for violation of these Terms or to protect the integrity, operability, and security of the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, Supplier typically provides notice in the form of a banner or email on or before such suspension. Supplier will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Service.

18. Governing Law and Jurisdiction

These Terms (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of England and Wales. 

19. General Provisions

19.1 Relationship of the Parties

 

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either Supplier, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

 

19.2 Severability

 

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

 

19.3 Entire Agreement

These Terms are the entire agreement between Client and Supplier regarding Client’s use of the Talent Clouds Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

 

19.4 Assignment

 

Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Supplier’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.

 

19.5 No Waiver

 

Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

 

19.6 Notices

 

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.

Last update: October 05, 2020