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 potential Employees or Contractors who have become a Member of the Website to apply for Positions.
ChapmanBlack means Chapman Black Limited, a company incorporated in England and Wales with company number 05135537 and registered office address at 16th Floor Tower Building, Elizabeth House, 39 York Road, London, SE1 7NQ.
Client or you means you and (where the context requires) other organisations that have become Members of the Website to recruit Candidates for Positions.
Consumer means an individual acting for purposes that are wholly or mainly outside that individual's trade, business, craft or profession.
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 Chapman Black.
Employee an individual who enters a contract of employment with a Client.
Engage or Engagement means in the case of an Employee entering a binding contract of employment with a Client and in the case of a Contractor entering a binding contract for services with a Client (either directly or using the services of Chapman Black).
Marketplace the time limited recruitment process through which Candidates are introduced to Clients using Website Services.
Member means Clients or Candidates or any of them.
Loyalty Payment the payment due to a Candidate who is Engaged and remains in the post for a certain period of time in accordance with Clause 3.
Position an Employee or Contractor opportunity or placement 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 Endorsed if a Candidate is recruited through the Marketplace or the Website Services.
Website means our website at www.endorsed.com or such other website through which the Marketplace and Website Services are provided from time to time.
Website Services the services provided through the 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 Consumers may not register to use the Website as a Client. When registering you agree to comply promptly with all reasonable requests we make for information about your organisation.
2.3 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.
2.4 You must not use or permit anyone else to use your Account and you must protect your Account sign in details at all times. You must only provide sign in details to individuals within your organisation who have the necessary authority to bind your organisation in respect to the type of transactions which can be carried out through the Website. 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.
2.5 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 the Agreement.
2.6 You warrant and undertake that you will not apply for multiple Accounts and will only advertise for Positions from one Account.
2.7 You must not use your Account fraudulently, in connection with a criminal offence, or in breach of any applicable law or statutory duty.
2.8 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, accurate and comply with all applicable laws and regulations.
3.2 To use the Marketplace you will provide information about vacant Positions using the Website Services, describing your hiring preferences and Candidate requirements and locations in sufficient detail to facilitate the identification of suitable Candidates for the Position. You warrant and undertake that the information you provide in relation to a Position is true and accurate and that you will update the information if it changes or becomes misleading. You consent to us making the information you provide about Positions available to Candidates through the Marketplace.
3.3 We will match the information you submit against Candidate Profiles to create a Marketplace, which will remain open for 7 days. You will be able to view the Profiles of suitable Candidates within the Marketplace and may submit non-binding interview requests and other offers to potential Candidates. A Candidate may accept or decline an interview request or other offer or communication from you. You accept that a Candidate is responsible for deciding whether to accept an interview request or any other offer or communication and we have no control over the Candidate's decision and we have no responsibility or liability for the Candidate's actions.
3.4 If a Candidate accepts an interview request or other offer, you may then initiate communication with the Candidate to arrange an interview or take other appropriate steps to complete an Engagement. You accept that whilst we may have undertaken some checks on a Candidate's Profile, including comparing the Profile to publicly available information, we do not warrant that the information in a Profile is complete, true or accurate. You remain responsible for conducting all background, referencing and right to work checks before making any offers to the Candidate.
3.5 If an Employee is Engaged through the Marketplace, the Employee and Client are responsible for agreeing and entering an employment contract and we will not be a party to that contract. You accept that all matters (expect for the Success Fee and Loyalty Payment) relating to the employment relationship are to be resolved between the Employee and Client.
3.6 If a Contractor is Engaged through the Marketplace there are two options:
(a) the Contractor and Client will enter a direct contract for services and are responsible for agreeing the terms, or
(b) the Contractor will be Engaged for the Client on the Standard Terms of Business for the Supply of Services of Chapman Black. In either event, Endorsed will not be party to the agreement between the Contractor and Client or Contractor and Chapman Black and Client, and all matters (expect for the Success Fee and Loyalty payment) relating to that agreement are to be resolved between the relevant parties to that agreement.
3.7 You agree and undertake that in the event you Engage a Candidate 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 that you will promptly respond to our reasonable requests for additional information in this regard.
4. Success fees and loyalty payments
4.1 There is no charge to become a Member of the Website.
4.2 In the event a Candidate is Engaged through the use of any Website Services then you agree to pay us a Success Fee and make a Loyalty Payment in accordance with the following provisions.
4.3 If an Employee is Engaged, you must pay Endorsed a Success Fee equivalent to the % of the Employee's total remuneration package agreed with your Account Manager (which shall include gross base salary, sign on and future anticipated bonuses, commissions, allowances (including but not limited to any relocation or car allowances), special weightings, benefits in kind and any other compensation) for the first year of employment. In the case of Employees recruited for a fixed term of less than one year, the Success Fee shall be the equivalent of the total remuneration package (as defined above) pro rata for a 12 month term. The Success Fee becomes due on the Employee entering a binding contract of employment with you.
4.4 If the Employee's contract of employment terminates for any reason within 90 days of the date an Engagement and provided you notify us in writing of the termination within 14 days of the termination and you have paid the Success Fee due under clause 3.3, then you may use the Website Services for a period of 90 days to recruit another Employee for the same Position without additional charge. You agree that this shall be your sole remedy against us if an Employee's contract of employment is terminated at any time and for any reason. You agree that a Success Fee which has become due under clause 3.3 shall be non-refundable for any reason.
4.5 If an Employee is Engaged and remains in post for 90 days, then we will pay to the Employee a Loyalty Payment. You agree to reimburse us for this Loyalty Payment if the Employee remains in post for a further 90 days, by making a payment to us of €1000 which shall become due when the Employee has been in post for 180 days.
4.6 If a Contractor is Engaged, you must pay us a Success Fee equivalent to the % agreed with your Account Manager of the total payments to be made to the Contractor under the relevant contract for the duration of the contract term. The Success Fee will become due when you enter a binding contract with the Contractor or Chapman Black ('the Contractor's Start Date') and will be calculated on the basis that the Contractor will provide services for the full term of the relevant contract.
4.7 If you enter into additional contracts with a Contractor for whom a Success Fee has been payable under clause
4.8 within 12 months of that Contractor's Start Date, then further Success Fees will be payable in respect of each such contract during the 12 month period and will be calculated and due in accordance with clause 3.6.
4.9 If you enter into a contract of employment with a Contractor for whom a Success Fee has been payable under clause 3.6 within 12 months of that Contractor's Start Date, then an Employee Success Fee will be payable in respect of any such contract of employment entered during the 12 month period and will be calculated and due in accordance with clause 3.3.
4.10 If a Contractor is Engaged for more than 90 days, during which period more than 500 hours of billable time is charged to you by the Contractor, then you will pay to us a Contractor Loyalty Payment of €500, which we will then pay to Contractor. You agree to comply with our reasonable requests and take any steps that we reasonably require in respect of a Contractor Loyalty Payment.
4.11 You agree to respond promptly to all of our information requests relating to any Success Fee or Loyalty Payment.
4.12 The payments set out above shall be due without set off or deduction and are exclusive of any applicable VAT or similar sales or indirect tax. We will Invoice you for any Success Fees or Loyalty Payments which are due and such Invoices must be paid within 14 days to our nominated bank account. If you fail to make any payment due under this agreement by the due date for payment, then you shall pay interest on the overdue amount at the rate of 3% per annum above European Central Bank base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
5. Integrity of the marketplace
5.1 You agree and undertake 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 disclosed.
5.2 You warrant and undertake that you shall not, other than through the Website Services, approach a Candidate or enter any agreement with a Candidate in relation to a Position offered through the Website.
5.3 You warrant and undertake that you shall not approach a Candidate or enter any agreement with a Candidate with whom you have been matched through the Marketplace or about whom you have been provided with information through the Website Services for a period of 12 months after the match occurred or the relevant information was provided.
5.4 You agree that if you breach the undertakings and warranties given in clause 4.2 and 4.3 you will immediately make a payment to us equivalent to the Success Fee that would have been payable under Clause 3 had you proceeded with an Engagement using the Website Services.
5.5 You warrant and undertake that you will not provide information about a Candidate with whom you have been matched through the Marketplace or about whom you have been provided with information through the Website Services to any third party. You agree that if you provide information to a third party in breach of this undertaking and warranty and the third party subsequently enters an agreement with the Candidate of a type falling within clause 3, then you shall immediately make a payment to us equivalent to the Success Fee that would have been payable under clause 3 had the third party entered the agreement with the Candidate using the Website Services.
5.6 For the avoidance of doubt, no Success Fee will be due if you are able to provide evidence to our reasonable satisfaction that you and a Candidate were in current and ongoing negotiations with regard to a particular Position prior to you advertising that Position through the Marketplace.
5.7 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. Member 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 6.7 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 6.7 below, our total aggregate liability to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the total Success Fees you have paid to us during the 12 months immediately preceding the date on which the claim arose.
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 without notice 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 our discretion at any time on giving you written notice to the email address that you provided when registering with us.
8.4 On termination of your Account you will be automatically withdrawn from any ongoing Marketplace process. 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, 6 and 7 shall survive any termination of this Agreement.
9.1 This Agreement (including the policies and documents referred to in it) represents the entire 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 shall 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.