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”).
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.
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 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 Terms are accepted as soon as one of the following occurs first:
the person has received the confirmation of the creation of the Account and necessary credentials from Supplier in order to log in to his/her/its Account; or
for those Talent Cloud Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.
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 is used to manage subscription payments efficiently for the Supplier. Based in the US (Privacy Shield certified).
Service provider for data analytics within the Platform and from the Website in Ireland and the US (Privacy Shield certified)
Service provider for marketing analytics within the Platform and from the Website. (Privacy Shield certified)
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).
File storage and backup services in Ireland and the US (Privacy Shield certified).
Stripe processes payments directly from the Supplier’s Platform and is integrated with Chargebee to process subscription payments (Privacy Shield certified)
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.
The use of an Account is subject to a 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 advance on monthly intervals, unless agreed otherwise between parties. 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 unused portion of any prepaid Fees shall be applied to the Fee of the more expensive Plan.
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, in this instance the Client shall be informed, 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 a 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.
6.1 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. 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.
6.2 Electronic Invoice
The Suppler will issue a Client at the end of each week with an electronic invoice for payment of any Check Fees incurred in that week. The Client must pay the invoice within 15 days of the date of such invoice.
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
7.1 Uploading Client Data to Platform
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.
8.1 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
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.
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.
10.1 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.
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.
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.
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.
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.
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.
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.
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.
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: April 24, 2020
Welcome to Talent Clouds' privacy notice.
Talent Clouds respects your privacy and is committed to protecting your personal data. This privacy notice will inform you as to how we look after your personal data when you visit our website (regardless of where you visit it from) or use our services and will tell you about your privacy rights and how the law protects you.
Please also use the Glossary to understand the meaning of some of the terms used in this privacy notice.
1. IMPORTANT INFORMATION AND WHO WE ARE
2. THE DATA WE COLLECT ABOUT YOU
3. HOW IS YOUR PERSONAL DATA COLLECTED
4. HOW WE USE YOUR PERSONAL DATA
5. DISCLOSURES OF YOUR PERSONAL DATA
6. INTERNATIONAL TRANSFERS
7. DATA SECURITY
8. DATA RETENTION
9. YOUR LEGAL RIGHTS
1. Important information and who we are
Purpose of this privacy notice
This privacy notice aims to give you information on how Talent Clouds collects and processes your personal data through your use of this website and our services, including any data you may provide through this website when you sign up to our newsletter, register for access, create and/or update your profile. This website is not intended for children and we do not knowingly collect data relating to children.
It is important that you read this privacy notice together with any other privacy notice, Terms & Conditions or fair processing notice we may provide on specific occasions or in conjunction with partners or clients when we are collecting or processing personal data about you so that you are fully aware of how and why we are using your data.
If you provided your data directly to us, by signing up or creating your own profile, Talent Clouds is the controller and responsible for your personal data. If your data was provided to us by your employer, a recruitment agency acting on your behalf or the person that is hiring you, Talent Clouds is the processor of your personal data. We may refer to Talent Clouds as “we”, “us” or “our” in this privacy notice.
We have appointed a data protection officer who is responsible for overseeing questions in relation to this privacy notice. If you have any questions about this privacy notice, including any requests to exercise your legal rights, please contact the data privacy manager using the details set out below.
Our full details are:
Full name of legal entity: Talent Clouds Solutions Ltd
Email address: email@example.com
Postal address: 25 Horsell Road, Highbury East, London N5 1XL, UK
You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.
Changes to the privacy notice and your duty to inform us of changes
This version was last updated on 17/02/2020. It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.
This website and our services may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy notice of every website you visit.
2. The data we collect about you
Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous or ‘aggregated’ data).
We may collect, use, store and transfer different kinds of personal data about you which we have grouped together follows:
Identity Data includes first name, last name, username or similar identifier, marital status, title, date of birth and gender.
Contact Data email address and telephone numbers.
Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access this website.
Profile Data includes your username and password, your preferences, skills and any feedback or survey responses,
Usage Data includes information about how you use our website, products and services.
Marketing and Communications Data includes your preferences in receiving marketing from us and your communication preferences.
Professional History includes details about your work experience, title, current and previous employer(s).
Image includes your face and appearance.
We also collect, use and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal data but is not considered personal data in law as this data does not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy notice.
We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data).
If you fail to provide personal data where we need to collect personal data by law, or under the terms of a contract we have with you and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with software services). In this case, we may have to cancel a product or service you have with us but we will notify you if this is the case at the time.
3. How is your personal data collected?
We use different methods to collect data from and about you including through:
Direct interactions. You may give us your Identity, Contact, Image, Professional History, Profile data by filling in forms and profile or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you:
apply for or purchase our products or services;
sign up to a newsletter
register for access or create a profile on our website;
use our services yourself;
request marketing to be sent to you;
enter a competition, promotion or survey;
give us some feedback.
Automated technologies or interactions.
As you interact with our website, we may automatically collect Technical Data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs and other similar technologies. We may also receive Technical Data about you if you visit other websites employing our cookies.
Third parties or publicly available sources.
We may receive personal data about you from various third parties and public sources as set out below:
Technical Data from the following parties: (a) analytics providers such as Google and Intercom based outside the EU;
Identity and Contact Data from publicly availably sources such as Companies House and the Electoral Register based inside the EU, or other public websites where your contact details may appear with a purpose of receiving professional queries, such as LinkedIn.
4. How we use your personal data
We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:
Where we need to perform the contract we are about to enter into or have entered into with you, your employer or an agency on acting on your behalf.
Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
Where we need to comply with a legal or regulatory obligation.
In addition to the above lawful and legitimate means of processing your personal data we might also rely on your informed consent as a legal basis for processing your personal data. We will make this consent clear to you at the time you provide it to us. You have the right to withdraw consent at any time by contacting us at firstname.lastname@example.org.
Purposes for which we will use your personal data
We have set out below, in a table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.
Note that we may process your personal data on more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground on which we are relying to process your personal data where more than one ground has been set out in the table below.
Promotional offers from us
We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you in our marketing activities.
You will receive marketing communications from us if you have requested information from us or purchased goods or services from us or if you provided us with your details when you created a profile and, in each case, you have opted to receive that marketing.
You can ask us or third parties to stop sending you marketing messages at any time by logging into your profile if you have one and checking or unchecking relevant boxes to adjust your communication preferences or by following the opt-out links on any marketing message sent to you or by contacting us at any time.
Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a product/service purchase, even registration, product/service experience or other transactions as we may still need to communicate with you about these products or services.
Change of purpose
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us at email@example.com.
If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
5. Disclosures of your personal data
We may have to share your personal data with the parties set out below for the purposes set out in the table in paragraph 4 above.
Internal Third Parties as set out in the Glossary.
External Third Parties as set out in the Glossary.
Specific third parties listed in section 3 above.
Third parties to whom we may choose to sell, transfer, or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy notice.
We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.
6. International transfers
Some of our external third parties are based outside the European Economic Area (EEA) so their processing of your personal data will involve a transfer of data outside the EEA.
Whenever we transfer your personal data out of the EEA, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:
We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data by the European Commission. For further details, see European Commission: Adequacy of the protection of personal data in non-EU countries.
Where we use providers based in the US, we may transfer data to them if they are Privacy Shield certified which requires them to provide similar protection to personal data shared between the Europe and the US. For further details, see European Commission: EU-US Privacy Shield.
7. Data security
We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
8. Data retention
How long will you use my personal data for?
We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.
We keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for 3 years after they cease being customers, for tax purposes. We keep users’ data for the life of the contract we have with you, your employer or the agency acting on your behalf or, where you have failed to login and complete or approve your profile, 6 months from receiving the data from your employer or agency acting on your behalf.
In some circumstances you can ask us to delete your data: see “Request erasure” below for further information. In some circumstances we may anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.
9. Your legal rights
Under certain circumstances, you have rights under data protection laws in relation to your personal data. Please scroll down to the following titles to find out more about these rights:
Request access to your personal data.
Request correction of your personal data.
Request erasure of your personal data.
Object to processing of your personal data.
Request restriction of processing your personal data.
Request transfer of your personal data.
Right to withdraw consent.
If you wish to exercise any of the rights set out above, please contact us at firstname.lastname@example.org
You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we may refuse to comply with your request in these circumstances.
What we may need from you
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
Time limit to respond
We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.
Legitimate Interest means the interest of our business in conducting and managing our business to enable us to give you the best service/product and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law). You can obtain further information about how we assess our legitimate interests against any potential impact on you in respect of specific activities by contacting us.
Performance of Contract means processing your data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract.
Comply with a legal or regulatory obligation means processing your personal data where it is necessary for compliance with a legal or regulatory obligation that we are subject to.
External Third Parties
Service providers acting as processors based in the EEA who provide IT and system administration, accounting, invoicing and shipping services.
Professional advisers acting as processors or joint controllers including lawyers, bankers, auditors and insurers based in the EEA who provide consultancy, banking, legal, insurance and accounting services.
HM Revenue & Customs, regulators and other authorities acting as processors or joint controllers based in the United Kingdom
YOUR LEGAL RIGHTS
You have the right to:
Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it. Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
Request correction of the personal data we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of new data you provide to us.
Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios: (a) if you want us to establish the data’s accuracy; (b) where our use of the data is unlawful but you do not want us to erase it; (c) where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.
1. Support Procedure. Authorised Users may submit support cases via the “Help” tab within the Service itself, or by contacting their Customer Point of Contact. In either case if there is a product fault, the name and contact information of the Authorised User and details of the fault will be required to raise a support ticket. Actual resolution time will depend on the nature of the fault and the required resolution. A resolution may consist of a fix, workaround or other solution in TCS’s reasonable determination. In the event that the Service is unavailable, support cases may be submitted via the Customer Point of Contact or the Customer’s own information technology help desk if available.
2. Support Hours. TCS will provide the Support Services during the hours from 9:00 a.m. until 5:00 p.m., local time, London, England, on Business Days. Support cases can be submitted outside of Support Hours, as TCS recognizes that Customer’s business can operate in multiple time zones, and TCS undertakes to use reasonable endeavours to resolve service issues as soon as is practical.
3. Cooperation. TCS must be able to reproduce errors in order to resolve them. Customer will agree to cooperate and work closely with TCS to reproduce errors, including conducting diagnostic or troubleshooting activities, as requested and appropriate.
Updated: 16 April 2020
ANTI – BRIBERY & CORRUPTION POLICY
TABLE OF CONTENTS
ABOUT THIS POLICY
WHO MUST COMPLY WITH THIS POLICY?
WHAT ARE BRIBERY AND CORRUPTION?
GIFTS AND HOSPITALITY
FACILITATION PAYMENTS AND KICKBACKS
POTENTIAL RISK SCENARIOS: “RED FLAGS”
HOW TO RAISE A CONCERN
Appendix “A” Policy relating to Gifts & Hospitality
Appendix “B” Potential Risk Scenarios: “Red Flags”
ANTI – BRIBERY & CORRUPTION POLICY
1. ABOUT THIS POLICY
1.1 It is Talent Clouds’ policy to conduct all of our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships, wherever we operate.
1.2 We uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which Talent Cloud operates.
1.3 Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. Any non-employee who breaches this policy may have his or her contract terminated with immediate effect.
1.4 This policy does not form part of any employee’s contract of employment. It will be reviewed regularly, and we may amend it at any time.
2. WHO MUST COMPLY WITH THIS POLICY?
2.1 This policy applies to all persons working for us or on our behalf in any capacity including directors, employees, officers, consultants, freelancers, contractors, work experience or internship workers, volunteers, casual workers and agency workers.
3. WHAT ARE BRIBERY AND CORRUPTION?
3.1 Bribery is offering, promising, giving or accepting any financial or other advantage, (a) to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or (b) where the recipient would act improperly by accepting the advantage.
3.2 An advantage includes money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or anything else of value.
3.3 Corruption is the abuse of entrusted power or position for private gain.
3.4 All forms of bribery are strictly prohibited. If you are unsure about whether a particular act constitutes bribery, raise it with your line manager, a member of the Talent Clouds board or any of the persons referred to in paragraph 12.
3.5 Specifically, neither you, nor anyone on your behalf, may:
a) give, promise to give, or offer any payment, gift, hospitality or other benefit in the expectation or hope that a business advantage will be received in return, or to reward any business advantage received;
b) accept any payment, gift or hospitality from a third party that you know or suspect is made or offered with the expectation that you will procure that Talent Clouds will provide a business advantage to him/her or anyone else in return;
c) give or offer any payment (sometimes called a “facilitation payment” to a government official in any country to facilitate or speed up a routine or necessary procedure.
d) accept hospitality from a third party that is unduly lavish or extravagant under the circumstances
e) threaten of retaliate against another individual who has refused to commit a bribery offence or who has raised concerns under this policy.
Offering a bribe: You offer a potential client tickets to a major sporting event, but only if they agree to do business with Talent Clouds.
This would offend this policy and may be an offence as you are making the offer to gain a commercial and contractual advantage. We may also be found to have committed an offence because the offer has been made to obtain business for us. It may also be an offence for the potential client to accept your offer.
Receiving a bribe: A supplier gives your nephew a job, but makes it clear that in return they expect you to use your influence in Talent Clouds to ensure we continue to do business with them.
It is an offence for a supplier to make such an offer. It would offend this policy and may be an offence for you to accept the offer as you would be doing so to gain a personal advantage.
5. GIFTS AND HOSPITALITY
5.1 This policy does not prohibit the giving or accepting of reasonable and appropriate hospitality for legitimate purposes such as building relationships, maintaining Talent Clouds image or reputation, or marketing our products and services.
5.2 A gift or offer of hospitality will not be appropriate if, inter alia, it is unduly lavish or extravagant, or could be seen as an inducement or reward for any preferential treatment (for example, during contractual negotiations or a tender process).
5.3 The giving or acceptance of gifts or hospitality is subject to Talent Clouds policy relating to gifts & hospitality (“Gifts Policy”) set out in Appendix “A”.
6. FACILITATION PAYMENTS AND KICKBACKS
6.1 Neither you nor anyone on your behalf may make or accept facilitation payments or “kickbacks” of any kind.
6.2 Facilitation payments, also known as “back-handers” or “grease payments”, are typically small, unofficial payments made to secure or expedite a routine or necessary action (for example by a government official).
6.3 Kickbacks are typically payments made in return for a business favour or advantage.
6.4 You must avoid any activity that might lead to a facilitation payment or kickback being made or accepted by us or on our behalf, or that might suggest that such a payment will be made or accepted. If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise it with your line manager, a member of the Talent Clouds board or any of the persons referred to in paragraph 12.
7.1 When required and in accordance with our Gifts Policy, you must declare and keep a written record of the relevant hospitality or gifts given or received. In all other cases, you must also submit all expenses claims relating to hospitality, gifts or payments to third parties in accordance with our expenses policy and record the reason for expenditure.
7.2 All accounts, invoices, and other records relating to dealings with third parties including suppliers and clients should be prepared with strict accuracy and completeness. Accounts must not be kept “off-book”.
8.1 We do not make contributions to political parties.
8.2 We only make charitable donations that are legal and ethical under local laws and practices. No donation may be promised or made without the prior approval of your line manager.
9. YOUR RESPONSIBILITIES
9.1 You must ensure that you read, understand and comply with this policy.
9.2 The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy.
9.3 You must notify your manager or a member of the board as soon as possible if you believe or suspect that a breach of this policy has occurred or may occur in the future. “Red flags” that may indicate bribery or corruption are set out in Appendix “B”.
10. POTENTIAL RISK SCENARIOS: “RED FLAGS”
10.1 A list of possible Red Flags that may arise during the course of working for us and which may raise concerns under various anti-bribery and anti-corruption laws is set out in Appendix “B”. The list is not intended to be exhaustive and is for illustrative purposes only.
10.2 If you encounter any of these red flags while working for us, you must report them promptly to your line manager, a member of the Talent Clouds board or any of the persons referred to in paragraph 12. If necessary, you may wish to refer to the Whistleblowing Policy.
11. HOW TO RAISE A CONCERN
11.1 If you are offered a bribe, or are asked to make one, or if you suspect that any bribery, corruption or other breach of this policy has occurred or may occur, you must report it to any of the contacts set out in paragraph 12 below.
Appendix “A” Policy relating to Gifts & Hospitality
Appendix “B” Potential Risk Scenarios: “Red Flags”
Appendix “A” – Policy relating to Gifts and Hospitality
1. The Application of Talent Clouds Gifts and Hospitality Policy
This policy applies to all members of Talent Clouds staff, be they directors, employees, officers, consultants, freelancers, contractors, work experience or internship workers, volunteers, casual workers and agency workers. It is your responsibility to comply with this policy and, if necessary, to obtain approval or register any gift or hospitality in accordance with the guidance below.
A Gift may include money, goods or services.
Hospitality may include meals, entertainment, or attendance at and transport to social or sports events
Close Relative includes spouse, partner, parent, stepparent, child, step-child, sibling, step-sibling, nephew, niece, aunt, uncle, grandparent, grandchild, and in- law and any close personal connection.
2. Rules that apply to the Offering or Receipt of Gifts or Hospitality
In no circumstances can the receipt or offer of a gift or of hospitality by you or by a Close Relative be allowed to influence a particular business decision or cause others to perceive such influence. Remember that even if a gift or offer of hospitality is innocently given or received, there is a real risk that it will be perceived otherwise.
You should NOT accept or offer a gift or hospitality unless;
It is for no other reason than the fostering of business relationships generally
It is proportionate
It is reasonable (i.e. within the prescribed limits in the approval process)
It has been approved if it is not within the prescribed limits
It complies with the client’s or supplier’s policy on gifts, etc.
It is not a frequent or repeated occurrence
It appears to be, and is completely divorced from any business decision
It would not embarrass you professionally if your colleagues or a client became aware of the gift or hospitality.
Neither you nor any Close Relative may;
seek a gift or hospitality from anyone with whom Talent Clouds does business.
offer a gift or hospitality to a foreign public official or his/her family
offer or accept a gift or hospitality of an inappropriate nature to or from anyone with whom Talent Clouds does business
You must comply with all local laws and regulations in relation to the offering or acceptance of Gifts and Hospitality.
Please note that the receipt or giving of cash or a loan is NEVER allowed.
3. Approval Process
It is not always clear what a gift/hospitality is worth. If in doubt you should seek the approval of your line manager or any of the contacts listed in paragraph 12 of the ‘Anti-Bribery & Corruption Policy’.
4. Self-Approval Process
Notwithstanding that the acceptance or offer of a gift or hospitality would fall within the prescribed limits, it is vital that you exercise proper judgement in deciding whether to make or accept such offer or not. Before making any assessment you should ask yourself an overriding question: “Could the acceptance or offer of a gift or hospitality be perceived to be unreasonable and therefore the subject of third party criticism, regardless of the actual value and the fact that it might fall within the prescribed limits?”
In addition, you should satisfy yourself that the giving or receipt of a gift or of hospitality complies with the rules set out above.
5. Gifts & Hospitality Register
A Gifts & Hospitality Register will be maintained at Talent Clouds Head Office which will show the following clearly:
Details of the Gift or Hospitality, including the date that it was given or received
Its estimated value
Who approved it and when it was approved
The name of the recipient or the donor
Entries to be included in the Gifts and Hospitality Register shall be made by the donor or recipient in writing (an email will suffice) to the Compliance Officer:
The Compliance Officer shall ensure that the register is properly maintained.
6. Declined Gifts
You do not need to register a declined gift or hospitality unless you consider that the gift or hospitality offered was wholly disproportionate or the motive for the offer was to induce you to act in an improper manner, in which case it should be registered without delay.
Appendix “B” – Potential Risk Scenarios: “Red Flags”
1. You become aware that a third party engages in, or has been accused of engaging in, improper business practices;
2. You learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a “special relationship” with foreign government officials;
3. A third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;
4. A third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
5. A third party request that payment is made to a country or geographic location different from where the third party resides or conducts business;
6. A third party requests an unexpected additional fee or commission to “facilitate” a service;
7. A third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
8. A third party request that a payment is made to “overlook” potential legal violations;
9. A third party request that you provide employment or some other advantage to a friend or relative;
10. You receive an invoice from a third party that appears to be non-standard or customised;
11. A third party insists on the use of side letters or refuses to put terms agreed in writing;
12. You notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
13. A third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us;
14. You are offered an unusually generous gift or offered lavish hospitality by a third party.
Updated: 16 April 2020
ANTI – SLAVERY AND HUMAN TRAFFICKING POLICY
TABLE OF CONTENTS
1. POLICY STATEMENT
2. RESPONSIBILITY FOR THE POLICY
3. COMPLIANCE WITH THE POLICY
4. COMMUNICATION AND AWARENESS OF THIS POLICY
5. BREACHES OF THIS POLICY
ANTI – SLAVERY AND HUMAN TRAFFICKING POLICY
1. POLICY STATEMENT
1.1 Modern slavery is a crime and a violation of fundamental human rights. It takes various forms, such as slavery, servitude, forced and compulsory labour and human trafficking, all of which have in common the deprivation of a person’s liberty by another in order to exploit them for personal or commercial gain. Here at Talent Clouds, we are committed to acting ethically and with integrity in all our business dealings and relationships and to implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in our own business or in any of our supply chains.
1.2 We are also committed to ensuring there is transparency in our own business and in our approach to tackling modern slavery throughout our supply chains, consistent with our disclosure obligations under the Modern Slavery Act 2015. We expect the same high standards from all of our contractors, suppliers and other business partners, and as part of our contracting processes, we include specific prohibitions against the use of forced, compulsory or trafficked labour, or anyone held in slavery or servitude, whether adults or children, and we expect that our suppliers will hold their own suppliers to the same high standards.
1.3 This policy applies to all persons working for us or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives and business partners.
1.4 This policy does not form part of any employee’s contract of employment and we may amend it at any time.
2. RESPONSIBILITY FOR THE POLICY
2.1 The board of directors has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.
2.2 The Compliance Officer has primary and day-to-day responsibility for implementing this policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in countering modern slavery.
2.3 Management at all levels are responsible for ensuring those reporting to them understand and comply with this policy and are given adequate and regular training on it and the issue of modern slavery in supply chains.
2.4 You are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries are encouraged and should be addressed to the Compliance Officer at
3. COMPLIANCE WITH THE POLICY
3.1 You must ensure that you read, understand and comply with this policy.
3.2 The prevention, detection and reporting of modern slavery in any part of our business or supply chains is the responsibility of all those working for us or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy.
3.3 You must notify your manager and the Compliance Officer as soon as possible if you believe or suspect that a conflict with this policy has occurred or may occur in the future.
3.4 You are encouraged to raise concerns about any issue or suspicion of modern slavery in any parts of our business or supply chains of any supplier tier at the earliest possible stage.
3.5 If you believe or suspect a breach of this policy has occurred or that it may occur you must notify your manager or the Compliance Officer as soon as possible.
3.6 If you are unsure about whether a particular act, the treatment of workers more generally, or their working conditions within any tier of our supply chains constitutes any of the various forms of modern slavery, raise it with your manager or the Compliance Officer.
3.7 We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. We are committed to ensuring no one suffers any detrimental treatment as a result of reporting in good faith their suspicion that modern slavery of whatever form is or may be taking place in any part of our own business or in any of our supply chains. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the compliance manager immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure, which can be found in your employment contract.
4. COMMUNICATION AND AWARENESS OF THIS POLICY
4.1 Training on this policy, and on the risk our business faces from modern slavery in its supply chains, forms part of the induction process for all individuals who work for us, and regular training will be provided as necessary.
4.2 Our commitment to addressing the issue of modern slavery in our business and supply chains must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and reinforced as appropriate thereafter.
5. BREACHES OF THIS POLICY
5.1 Any employee who breaches this policy will face disciplinary action, which could
result in dismissal for misconduct or gross misconduct.
5.2 We may terminate our relationship with other individuals and organisations working on our behalf if they breach this policy.
Updated: 16 April 2020