Terms of Use

TERMS AND CONDITIONS FOR MARKETPLACE EMPLOYERS
1. Introduction

These Terms are for Employers who sign up to the Pay Per Hire or Subscription Service on the Website. Employers who require our active search services will be subject to a separate agreement for such services. 

These Terms constitute an agreement between (1) Endorsed.com Limited (us, we or Endorsed) (2) the relevant Group Agency (as defined below) and (3) you, the Employer who has created an account on the Website. 

The Website is owned and operated by Endorsed.com Limited, an English company registered with company number 09838952, at Elizabeth House, 16th Floor, Tower Building, 39 York Road, London UK SE1 7NQ. The service of connecting Employers with Candidates is provided by Endorsed in partnership with its Group Agencies, which are Chapman Black for Europe and Elliot Browne for the USA.

 Endorsed, operates as an employment agency, as defined by the Employment Agencies Act 1973 (as amended). Endorsed.com shall comply with all laws applicable to an employment agency, including the Conduct of Employment Agencies and Employment Business Regulations 2003 (as amended). 

By completing the registration process and proceeding to create an account with us, you declare that you have read, understood and agree to be bound by these Terms.

2. Definitions and Interpretation

Candidate means any individual who registers on the Website to apply for fixed term or permanent contracts.

Chapman Black 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

Contractor means an individual, acting on a self-employed basis or through a personal services company, who enters a contract for services with an Employer, either directly or using the services of a Group Agency.

Elliot Browne means Elliot Browne LLC, a New York corporation registered at 30 Broad Street, Floor 4, New York, NY 10004.

Employer or you means you, and (where the context requires) other organisations that have registered on the Website to recruit Candidates for Positions.

Group Agency means Chapman Black for Employers in Europe and Elliot Browne for Employers in the USA, both of which are affiliated companies under common ownership with Endorsed.com.

Fees means either the Success Fee or the Subscription Fee.

Pay Per Hire means the method of paying for each hire on an individual basis as set out in Clause 4 below.

Position means an employment or work opportunity made available by Employers for Candidates.

Success Fee means the payment due to the relevant Group Agency if a Candidate is recruited through the Website using the Pay Per Hire method as set out in Clause 4 below.

Subscription Service means the monthly commitment to pay the Subscription Fee in consideration for the ability to complete an unlimited number of hires through the Website during the Subscription Period.

Subscription Fee means the monthly fee payable for you signing up to the Subscription Service.

Subscription Period means the period of time during which you have committed to pay for the Subscription Service, as set out in Clause 4 below.

Website means our website at www.endorsed.com or such other website through which the Website Services are provided from time to time.

Website Services means the services provided through the Website, including the platform for the introduction of Employers 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 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.

3. Registration and your account

3.1 By registering on the Website and creating an account, you agree to provide accurate, truthful, complete and current information, and to comply with these terms and conditions, the Website Terms of Use and Privacy Policy, and Acceptable Use Policy. You also warrant and undertake that you have the necessary authority to enter this Agreement on behalf of your organisation.

3.2 When registering you agree to comply promptly with all reasonable requests we make for information about your organisation.

3.3 After we receive your registration details, we will contact you to discuss your requirements and to complete your online profile. If we accept your application to create an account you will be notified that 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.

3.4 You must not use or permit anyone else to use your account and you must protect your account sign in credentials at all times. You must only provide sign in credentials 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.

3.5 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.

3.6 You warrant and undertake that you will not apply for multiple Accounts.

3.7  You must not use your Account fraudulently, in connection with a criminal offence, or in breach of any applicable law or statutory duty.

4. The process

4.1 The purpose of the Website is to connect Employers with Candidates through a transparent and non-binding matching and interview request process.

4.2 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 Website.

4.3 We will match the information you submit against Candidates and provide you with regular email updates of suitable matches. You will be able to view the profiles of suitable Candidates and may make contact with or submit non-binding interview requests or 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.

4.4 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 employ or hire the Candidate. You accept that whilst we may have undertaken some checks on a Candidate, including comparing their profile to publicly available information, we do not warrant that the information we hold on a Candidate 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.

4.5 If you make an offer of employment to a Candidate, you are responsible for agreeing and entering an employment contract and we will not be a party to that contract. You accept that all matters (except for the Fees) relating to the employment relationship are to be resolved between you and the Candidate.

4.6 If you engage a Contractor there are two options:
(a) the Contractor and you will enter a direct contract for services and you are responsible for agreeing the terms with the Contractor, or
(b)the Contractor will be engaged on your behalf on the ‘Standard Terms of Business for the Supply of Services’ of a Group Agency. 

In either event, Endorsed will not be party to the agreements between either (i) you and the Contractor; (ii) the Contractor and the relevant Group Agency; or (iii) you and the relevant Group Agency, and all matters relating to those agreement are to be resolved between the relevant parties.

4.7 You agree and undertake that in the event you make an offer to a Candidate for a Position by reason of the use of any Website Services then you will immediately notify us and provide the 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.

5. Fees

5.1 In the event a Candidate is engaged through the use of any Website Services then you agree to pay us a Fee in accordance with the following provisions. There are two methods for you to pay for our services: (a) Pay Per Hire or (b) Subscription Service

5.2 If you opt to use the Pay Per Hire method, you will be charged a Success Fee of 20% plus VAT of  either:

(a) in respect of an employee, the gross base salary set out in the employment contract, including sign-on and future anticipated bonuses, commissions, allowances (including but not limited to any relocation or car allowances) special weightings, benefits in kind or any other compensation for the first year of employment, pro rated in the case of a fixed term of less than one year ; or

(b) in respect of a Contractor, the total amounts payable under the relevant contract for the duration of the contract term. 

5.3 The Success Fee becomes due on the Candidate entering a binding contract, whether with you or with a Group Agency.

5.4 If the Candidate’s contract of employment terminates for any reason within 90 days of the start date and you notify us in writing of the termination within 14 days of the termination and you have paid the Success Fee due under clause 4.2, then you may use the Website Services for a period of 90 days to recruit another Candidate 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 4.2 shall be non-refundable for any reason.

5.5 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.

5.6 Success Fees for Contractors will be calculated on the basis that the Contractor will provide services for the full term of the relevant contract.

5.7 If you extend a Contractor’s engagement or enter into additional contracts with a Contractor for whom a Success Fee has been payable under clause 4.2 within 12 months of that Contractor's initial start date, then further Success Fees will be payable in respect of each contract extension period or additional contract made during the 12 month period and will be calculated and due in accordance with clause 4.2.

5.8 If you enter into a contract of employment with a Contractor for whom a Success Fee has been payable under clause 4.2 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 4.2.

5.9 You agree to respond promptly to all of our information requests relating to any Success Fee.

5.10 If you opt to use the Subscription Service, you will pay a Subscription Fee of €3,000 a month for an unlimited number of hires during that month. You will only be eligible to use the Subscription Service after you have engaged one Candidate through the Pay Per Hire method in the last 12 months.

5.11 The Subscription Period shall commence when you inform us that you wish to use the Subscription Service and shall continue for a fixed minimum term of six months and shall terminate when you give us either (a) three months’ notice between the seventh and twelfth month of the Subscription Period; or (b) one month’s notice after the twelfth month of the Subscription Period, that you wish to terminate the Subscription Service.

5.12 You agree to give notice to terminate your Subscription Service in writing, which includes email.

5.13 If you terminate the Subscription Service, you may continue to use the Pay Per Hire method to make offers to any Candidates you are matched with through the Website, whether during or after the Subscription Period. 

5.14 The Fees set out above shall be due without set off or deduction and are exclusive of any applicable VAT or similar sales or indirect tax. The relevant Group Agency will invoice you for any Fees which are due and such invoices must be paid within 14 days of date of invoice either by credit card or to the Group Agency’s nominated bank account. If you fail to make any payment due under this agreement by 14 days after the due date for payment, then we reserve the right to suspend your account and charge you interest on the overdue amount at the rate of 3% per annum above European Central Bank base rate applicable. 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.

6. Integrity and Confidentiality

6.1 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.

6.2 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.

6.3 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 Website 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.

6.4 You agree that if you breach the undertakings and warranties given in clause 5.2 and 5.3 you will immediately make a payment to us equivalent to the Success Fee that would have been payable under Clause 4 had you proceeded to hire the Candidate using the Website Services. 

6.5 If you share details of a Candidate to another potential employer who then uses our services to make contact with that Candidate, you will be entitled to one month free of our Subscription Service. Except as provided in this clause 5.5, you warrant and undertake that you will not provide information about any Candidate 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 engages the Candidate, then you shall immediately make a payment to us equivalent to the Success Fee that would have been payable under clause 4 had the third party engaged the Candidate using the Website Services. 

6.6 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 making that Position available through the Website. 

6.7 You agree to co-operate and comply promptly with our reasonable requests to provide information or take action to protect the integrity of the Website or Website Services. 

7. Content

7.1 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. 

7.2 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. 

7.3 We require all users to comply with our Terms of Use, but you acknowledge and accept that it is possible that user generated content which is posted on the Website may still fall below the standards that we expect and that we do not review all content that is posted and are not liable for any user generated content. By operating the Website, we do not represent or imply that we approve or agree with any user generated content, or give any warranty that such material is accurate, reliable, unobjectionable or harmless. If you object to any content posted by users of the Website you should notify us at letstalk@endorsed.com explaining why you consider the content inappropriate.

7.4 You accept we may remove without prior notice to you any content you post which we in our absolute discretion consider does not comply with these terms and conditions, or the Terms of Use. 

7.5 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.

8. Liability

8.1 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. 

8.2 You shall defend, indemnify and hold us and the relevant Group Agency 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. 

8.3 You accept that neither we nor the Group Agencies have any liability, whether arising in contract, tort (including negligence) or otherwise), in any agreements arising between Employers and Candidates as a result of the Website Services. 

8.4 Subject to clause 7.6 below, neither we nor the Group Agencies shall have any 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. 

8.5 Subject to clause 7.6 below, the total aggregate liability of us and the Group Agencies combined 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 Fees you have paid to us or a Group Agency during the 12 months immediately preceding the date on which the claim arose. 

8.6 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.

9. Termination

9.1 Unless you use the Subscription Service, you may terminate your Account at any time by notifying us through the Website. If you use the Subscription Service, you may only terminate your Account in accordance with Clause 4.13 above. 

9.2 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. 

9.3 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. 

9.4 On termination of your Account you will be automatically withdrawn from any ongoing recruitment process. For the avoidance of doubt, you will continue to be bound by the terms of any contracts you have entered directly with Candidates. 

9.5 Your obligations to us under clauses 3, 4, 5, 6, 7 and 8 shall survive any termination of this Agreement.

10. General

10.1 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. 

10.2 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. 

10.3 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. 

10.4 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. 

10.5 A person who is not a party to this Agreement shall have no rights under it as a third party beneficiary. 

10.6 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. 

10.7 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.