1 Definitions and Interpretation
In these terms and conditions the following words have the following meanings:
Account the account created by a Member on registration and all associated information.
Candidate or you means you and (where the context requires) other Employees or Contractors who have become a Member of the Website to apply for Positions.
Client an organisation that has become of Member of the Website to recruit Candidates for Positions.
Contractor an individual, acting on a self-employed basis or through a personal services company, who enters a contract for services with a Client, either directly or using the services of ChapmanBlack.
Employee an individual who enters a contract of employment to work for a Client.
Marketplace the time limited recruitment process through which Candidates are introduced to Clients using Website Services.
Members means Clients or Candidates or any of them.
Loyalty Payment the payment due to a Candidate who is recruited and remains in the post for a certain period of time in accordance with Clause 3.
Position an Employee or Contractor opportunity advertised by Clients for Candidates.
Profile the information provided by a Candidate on registration (and as may be updated from time to time), including the Candidate's name, contact details, employment and educational history and skill set.
Success fee the payment due to us if a Candidate is recruited through the Website Services in accordance with Clause 3.
Website means our website at www.endorsed.com or such other website through which the Endorsed Marketplace and Website Services are provided from time to time.
Website Services the services provided by the Endorsed website, including the platform for the introduction of Clients and Candidates and associated functionality as may be extended or varied from time to time.
For the purposes of these terms and conditions, a reference to 'writing' or 'written' includes electronic communications or information provided through the Website or in a Profile or advertised Position on the Website.
Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Registration and your account
2.2 When registering with Endorsed we ask you to create a Profile, which may include uploading your CV to the Website. You consent to us making the information included in your Profile available to Clients on the Website. You agree that you will only provide information which is true and accurate and you will update the information if it changes or becomes misleading.
2.3 You consent to our checking the information you provide from publically available sources, including your social media accounts. You also agree to comply promptly with all reasonable requests we make for information about your identity or Profile.
2.4 We will decide whether to accept your application for an Account. If we accept your application you will receive an email confirming your Account has been activated. You accept that we may reject your application at our sole discretion and we shall have no liability if we decide to reject your application.
2.5 You must protect your Account sign in details at all times. If you lose control of your Account, you must notify us immediately. You will be responsible and liable for all activity carried out under your Account regardless of whether this is carried out by you or any third party until such time as we have acknowledged receipt of your notice that you have lost control of your Account.
2.6 You agree to log on to your Account regularly, collect and respond to any messages and read all the policies and procedures set out on the Website. Those policies and procedures are binding on you and are, as amended from time to time, incorporated into this Agreement.
2.7 You must not apply for multiple Accounts and may only apply for Positions from one Account.
2.8 You must not, other than using the Website Services, approach a Client or enter any agreement with a Client in relation to a Position offered through the Website.
2.9 You must not use or permit anyone else to use your Account fraudulently, in connection with a criminal offence, or in breach of any applicable law or statutory duty.
2.10 You are responsible for providing your own connectivity to the Website at your own cost and expense.
3. The marketplace process
3.1 The purpose of the Website is to connect Clients with Candidates through a transparent and non-binding advertising, matching and interview request process. When using the Marketplace you warrant and undertake that your conduct and any information you provide will be true and comply with all applicable laws and regulations.
3.2 Clients wishing to engage a Candidate will provide us with information describing the Position and Candidate requirements. You accept that we do not undertake background checks on Clients or have any responsibility or liability for the content of an advert for a Position.
3.3 We will match the information provided by Clients against Candidate Profiles to create a Marketplace, which will remain open for 7 days, in which Clients will be able to view the Profiles of suitable Candidates.
3.4 Clients may submit non-binding interview requests and make other offers through the Website to potential Candidates. You accept that a Client is responsible for deciding whether to send an interview request or make an offer and we have no control over this decision.
3.5 You may accept or decline an interview request or other offer. If you accept an interview request or offer, you and the Client may then initiate communication to arrange an interview and take other appropriate steps to complete a possible recruitment. You accept that the Client remains responsible for all decisions in relation to the recruitment placement.
3.6 If you are engaged as an Employee through the Marketplace, then you and the Client are responsible for agreeing and entering an employment contract and we will not be a party to that agreement. You accept that all matters (except for the Success Fee and Loyalty Payment) relating to the employment relationship are to be resolved between you and the Client.
3.7 If you are engaged as a Contractor through the Marketplace there are two options:
(a) the Contractor and Client will enter a direct contract for services, or
(b) the Contractor will be engaged for the Client on the Standard Terms of Business for the Supply of Services of our partner organisation ChapmanBlack. In either event, we will not be a party to the agreement between you and the Client or you and Chapman Black and the Client, and all matters (expect for the Success Fee and Loyalty Payment) relating to that agreement are to be resolved between the relevant parties.
3.8 You agree that if you are accepted for a Position by reason of the use of any Website Services then you will immediately notify us of the engagement and key employment terms, including start date and all remuneration arrangements and you will respond to our further enquiries in this regard.
4. Success fees and loyalty payments
4.1 There is no charge to become a Member of the Website.
4.2 We charge Clients a Success Fee if an Employee or Contractor is secured through the use of the Website Services in certain circumstances.
4.3 If you are engaged as an Employee and remain in post for 90 days, then we will make a €500 Loyalty Payment to you within 14 days of the 91st day of your employment. We may recover this Loyalty Payment from your employer in certain circumstances.
4.4 If you are engaged as a Contractor for more than 90 days, during which period you charge more than 500 hours of billable time, then the Client will make a Loyalty Payment to use of €500, which we will then pay to you. We will use our reasonable endeavours to secure the Loyalty Payment from the Contractor, but we shall not be responsible for paying you the Loyalty Payment if the Client fails to first pay the Loyalty Payment to us for any reason.
5. Integrity of the marketplace
5.1 You agree that you will treat all the information provided by Members through the Website as confidential and that you will only use such information for the purposes of the engagement process relating to the particular Position for which the information was provided. You agree not to disclose the existence or terms of a Position to non-Members.
5.2 You agree to co-operate and comply promptly with our reasonable requests to provide information or take action to protect the integrity of the marketplace.
6. Intellectual Property and Content
6.1 You retain all of your ownership rights in the Content you post to the Website. However, when you post Content to the website you are granting, or warranting that the owner of such Content has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, fully sub-licensable, non-exclusive right to use, reproduce, modify, transmit, distribute, perform, display and delete such Content (in whole or in part) and/or incorporate such Content in other works in any form for the purposes of providing the Website Services.
6.2 You agree to indemnify us against any claims that Content you have posted breaches a third party's intellectual property rights and acknowledge that we have the right to disclose your identity to any third party who is claiming that any Content you have posted constitutes a violation of their intellectual property rights, right to privacy or is unlawful in any way.
6.5 If Content is deleted we will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
6.6 You agree and undertake to take appropriate physical, technical and administrative measures to protect any Content you download or print from the Website against loss, misuse, unauthorised access, disclosure, alteration or destruction
7.1 The Website Services are provided on an 'as-is' and 'as available' basis and we do not warrant that your use of the Website Services shall be uninterrupted or error-free or that the Website Services will meet your particular requirements. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Website Services may be subject to the limitations, delays and other problems inherent in the use of such communications networks and facilities.
7.2 You shall defend, indemnify and hold us harmless against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Website Services. We will provide you with reasonable co-operation in the defence and settlement of any such claims, at your expense.
7.3 You accept that we have no liability, whether arising in contract, tort (including negligence) or otherwise), in any agreements arising between Clients and Candidates as a result of the Website Services.
7.4 Although we ask Members for certain information relating to their identity we do not warrant this information has been confirmed or verified and we are not responsible for ensuring the accuracy or truthfulness of Members' purported identities or the validity of the information that they provide to us. You are responsible for properly identifying a Member before entering an agreement with that Member.
7.5 Subject to clause 6.5 below, we shall have no liability for any loss of profits, anticipated savings, business opportunity, goodwill or loss of or damage to (including corruption) data (whether direct or indirect) or any indirect or consequential losses whether arising in contract, tort (including negligence) or otherwise incurred by you in connection with the Website or Website Services or in connection with the use, inability to use, or results of the use of the Website or Website Services.
7.6 Subject to clause 6.5 below, our aggregate liability to you is limited to the amount of the Success Fee we have been paid by a Client in respect of the Position to which your claim relates.
7.7 Nothing in this Agreement shall limit or exclude our liability for fraud, fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees or for any other liability that cannot be limited or excluded by law.
8.1 You may terminate your Account at any time by providing written notice through the Website.
8.2 We may terminate or suspend your Account at any time in the event that you are in breach of any of the terms of this Agreement.
8.3 We may also terminate or suspend your Account at any time on giving you written notice to the email address that you provided when registering with us. We reserve the right to withdraw or amend the service that we provide via the Website without notice.
8.4 On termination of your Account you will be automatically withdrawn from any ongoing Marketplace process and your Profile will no longer be accessible to other Members. For the avoidance of doubt, you will continue to be bound by the terms of any contracts you have entered directly with Candidates.
8.5 Your obligations to us under clauses 2, 3, 4, 5 and 7 shall survive any termination of this Agreement.
9.1 The Agreement (including the policies and documents referred to in it) represents the full complete and exclusive agreement and understanding between the parties relating to its subject matter. You acknowledge that you have not relied on any representation, arrangement, understanding or agreement (whether written or oral) not expressly set out or referred to in this Agreement.
9.2 If any provision of this Agreement is found by a court or other competent authority to be void or unenforceable that provision shall be deemed to be deleted from this Agreement and the remaining provisions of this agreement shall continue in full force and effect.
9.3 We may at any time assign, transfer, charge or deal in any other matter with this agreement and our rights under it or subcontract any of our obligations under it. You may not assign, transfer, sub-contract, charge or deal in any other manner with this Agreement or your rights and obligations under it.
9.4 Nothing in this Agreement is to be construed as establishing or implying any partnership or joint venture between the parties nor as appointing any party to be an agent or employee of the other and neither party shall hold itself out as such.
9.5 A person who is not a party to this Agreement shall have no rights under it as a third party beneficiary.
9.6 We reserve the right to change our terms and conditions from time to time. We will notify you of any changes to these terms by posting them on the Website and sending you an email notification.
9.7 This Agreement is governed by and shall be construed in accordance with the laws of England and Wales and the parties submit to the jurisdiction of the courts of England and Wales.