1.1 In these Terms the following words have the following meanings unless the context requires otherwise:
Account means the online account the Client has set up on the Website to receive the Website Services;
Appointment means the employment by the Client of a Candidate to provide Permanent Resource Services;
Candidate means any individual who registers on the Website to apply for a Position;
Contract any contract between Endorsed Technologies ltd and the Client incorporating these Terms and the Registration Form;
Data means all personal data processed by either party or provided to either party for processing by the other party or which may be made (directly or indirectly) available to either party as part of or relating to the Contract;
Data Protection Laws means the Data Protection Act 1998 and, with effect from the date on which it enters into force, the General Data Protection Regulation (GDPR), and the enacted version of the Data Protection Bill 2017, and the Privacy and Electronic Communications (EC Directive) Regulations 2003 together with any other laws applicable to the protection of personal data in force from time to time in England and Wales and any related regulations and guidance (as from time to time amended, extended, re-enacted or consolidated) and all subordinate legislation, regulations and guidance made pursuant to any of them;
Client or you means you, and (where the context requires) other organisations that have registered on the Website to recruit Candidates for a Position.
Fees means either the Success Fee or the Subscription Fee as set out in more detail in clause 5;
Liability means actions, awards, costs, claims, damages, losses (including without limitation any direct or indirect consequential losses), demands, expenses, loss of profits, loss of reputation, judgments, penalties and proceedings and any other losses and/or liabilities;
Pay Per Hire Service means the method of paying for each hire on an individual basis as set out in Clause 4 below.
Permanent Resource means any Candidate employed by the Client on a permanent or fixed term basis;
Permanent Resource Services Permanent Resource Services means business requirements of the Client requiring services to be performed by a Permanent Resource;
Position means an employment opportunity made available by the Client to provide Permanent Resource Services;
Registration Form means the form to be completed by the Client on the Website, or through a talent manager in order to set up an Account;
Success Fee means the payment due to Endorsed Technologies Ltd once the Client has made an Appointment through the Website Services using the Pay Per Hire Service method as set out in Clause 5.
Subscription Service means the monthly commitment to pay the Subscription Fee in consideration for the ability to complete an unlimited number of Appointments 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 5 below.
Transferee means in relation to the particular Data whichever of Endorsed Technologies Ltd or the Client is receiving that Data from the other party;
Transferor means in relation to the particular Data whichever of the Endorsed Technologies Ltd or the Client is transferring that Data to the other party;
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 Pay Per Hire Service and/or Subscription Service provided through the hiring platform on our Website for the introduction of Candidates to Clients and any associated functionality as may be extended or varied from time to time.
1.2 In these Terms:
1.2.1 the headings used in the Terms shall not affect the construction or interpretation of the Terms;
1.2.2 reference to 'writing' or similar expressions shall include reference to any communication effected by facsimile, electronic mail and/or any comparable means but shall not include communication by SMS or similar text messaging facilities;
1.2.3 reference to a prohibition against doing any act or thing includes a reference to not permitting, suffering or condoning that act or thing to be done;
1.2.4 use of words such as "including", "include", "in particular" or similar terms are to be construed in each case as if the term "without limitation" is implied into the sentence incorporating these words;
1.2.5 reference to a party includes that party's successors and permitted assigns;
1.2.6 words indicating a person shall include bodies of persons whether corporate or incorporate and vice versa;
1.2.7 reference to any statute or statutory provision includes a reference to the same as from time to time amended, extended, re-enacted or consolidated and all subordinate legislation made pursuant to it and including any other similar legislation in any other jurisdiction;
1.2.8 the phrase "and/or" means either of the alternatives and both of the alternatives as the case may be;
1.2.9 any reference to "procure" or "ensure" shall create a primary obligation and not a secondary obligation or guarantee; and
1.2.10 The terms “personal data”, “process”, “data controller”, “data processor”, “data subject” have the meanings attributed to them in the Data Protection Laws.
2.1 All supply of Permanent Resource by Northern And Shell Building, 10 Lower Thames Street, London, England, EC3R 6EN (us, we or Endorsed) through our Website Services will be governed by these Terms. These Terms will not apply to the supply of temporary staffing services by Endorsed, which is governed by separate terms.
2.2 These Terms supersede all previous terms and conditions and shall replace any terms and conditions previously notified to the Client.
2.3 No variation to these Terms shall be binding on Endorsed unless agreed in writing signed by Endorsed.
3.1 By registering for an Account on the Website, you agree to provide accurate, truthful, complete and current information, and to comply with these Terms. You should therefore read this Contract carefully before you proceed to use the Website Services, as the Contract explains each party’s legal rights, important information about the Contract and how the process works. You also warrant and undertake that you have the necessary authority to enter this Contract 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. If you choose, or you are provided with an Endorsed identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party and you must only provide sign-in credentials to those individuals within your organisation who have the necessary authority to bind your organisation in respect of the Website Services.
3.5 We have the right to disable any Endorsed identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. If you know or suspect that anyone other than you knows your Endorsed identification code or password, you must promptly notify us at firstname.lastname@example.org. 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.
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.
4.1 The nature of the Website Services is to connect you 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.
4.3 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.
4.4 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 and/or submit non-binding interview requests or other offers to potential Candidates.
4.5 Candidates 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 shall have no responsibility or liability for the Candidate's actions.
4.6 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.
4.7 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 confirming the Candidate’s identity, conducting all background screening, referencing and right to work checks before making any offers to the Candidate.
4.8 You agree and undertake that in the event you engage the services of a Candidate for a Position by reason of the use of any Website Services then you will promptly 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.
5.1 An Appointment takes place once the Client offers employment to a Candidate as a result of an introduction made through the use of the Website Services and the Candidate accepts such offer of Appointment.
5.2 If an Appointment takes places in accordance with clause 5.1 then you agree to pay us a Fees in accordance with the following provisions:
Pay Per Hire Service
5.3 If you opted to use the Pay Per Hire Service, you will be charged a Success Fee of 20% plus VAT of their gross annual starting salary set out in the Candidate’s 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 their Appointment. Where the Candidate is appointed for a period of less than 12 calendar months, the fee will apply pro rata;
5.4 If the Appointment of the Candidate ceases or is terminated for any reason within 90 days of the start date of his/her employment with you then you may use the Website Services for a period of 90 days to engage the services of another Candidate for the same Position without additional charge, subject to (i) you having notified us in writing of the termination within 14 days of the termination; and (ii) you having paid the Success Fee. You agree that this shall be your sole remedy against us and that a Success Fee which has become due under clause 5.3 shall be non-refundable for any reason.
5.5 You are only eligible to use the Subscription Service after you have engaged the Services of at least one (1) Candidate for a Position through the Pay Per Hire Service in the 12 calendar months before informing us that you wish to use the Subscription Service in accordance with clause 5.6.
5.6 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 calendar months and shall terminate when you give us either (a) three calendar months’ notice between the seventh and twelfth calendar month of the Subscription Period; or (b) one calendar months’ notice after the twelfth calendar month of the Subscription Period, that you wish to terminate the Subscription Service.
5.7 If you opt to use the Subscription Service, you will pay a Subscription Fee of €3,000 [per calendar month] for an unlimited number of hires during that [calendar month]. You agree to give notice to terminate your Subscription Service in writing, which includes email.
5.8 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.
5.9 Endorsed shall be entitled to charge and invoice for the Fees following an Appointment. Endorsed shall invoice you for any Fees which are due and such invoices must be paid within  days of date of invoice either by credit card or to a bank account nominated by Endorsed.
5.10 If you fail to make any payment due under this Contract within 14 days of the date of the invoice, 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 the Bank of England 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.
5.11 The Fees and any additional charges payable under this Contract shall be due without set off or deduction and are exclusive of any applicable VAT or similar sales or indirect tax chargeable from time to time.
6.1 The provisions of this clause 6 shall apply in relation to Data where the Transferee acts as the data processor of the Transferor and they shall also apply to the extent that each party is acting as a data controller under this Contract.
6.2 The Transferor warrants that:
6.2.1 all personal data provided by or on behalf of the Transferor shall have been lawfully obtained and retained by the Transferor (or its nominated third party);
6.2.2 all necessary consents and data processing notices have been provided in relation to the processing of personal data; and
6.2.3 the Transferor is lawfully entitled to provide, procure the provision of or authorise the Transferee to obtain (as the case may be) personal data for the purposes envisaged by this Agreement.
6.3 The Transferee will keep, and provide to the Transferor upon request, a complete, accurate and up-to-date record of all processing activities carried out by the Transferee utilising personal data from the Transferor including but not limited to:
6.3.1 details of the data controller, the data processor (and where applicable the Data Protection Officer of the data controller and data processor);
6.3.2 details of those employees who have access to the personal data and the types of processing carried out on behalf of the data controller;
6.3.3 where applicable, information on any transfer of personal data to a country outside the EEA (including the identification of the country receiving the personal data and the adequate safeguards used); and
6.3.4 a general description of the security measures implemented in respect of the personal data.
6.4 Each party shall:
6.4.1 implement and at all times maintain an information security management system that: operates and has robust back up and disaster recovery procedures in place; is able to comply with any rights of data subjects exercised under Data Protection Laws; and includes all appropriate technical and organisational measures necessary or desirable to ensure a level of security appropriate to the risk against unauthorised or unlawful processing, accidental loss or destruction of or damage to personal data, protect the rights of the data subject and enable the personal data to be processed in compliance with obligations equivalent to those imposed on the Transferor under the Data Protection Laws and ensure that all personal data processed by it is subjected to the controls of the information security management system implemented and maintained in accordance with this clause;
6.4.2 immediately notify the other party of any contact with or investigation or audit of it in relation to data processing and/or personal data by any regulatory authority prior to providing any information, unless it is prevented from doing so by law or court of competent jurisdiction;
6.4.3 comply with all Data Protection Laws;
6.4.4 co-operate with any regulatory authority for data processing; and
6.4.5 not do or omit to do anything which will place the other party in breach of any Data Protection Laws.
7.1 Neither party shall use and/or disclose any confidential information which is acquired by it about the other party’s business and/or given by one party to the other party and/or generated by either party from the other party’s confidential information except in the proper performance of this Contract.
8.1 Subject to clause 8.3 below, Endorsed shall have no Liability for any:
8.1.1 consequential losses;
8.1.2 loss of profits and/or damage to goodwill;
8.1.3 economic and/or other similar losses;
8.1.4 special damages and indirect losses; and/or
8.1.5 business interruption, loss of business, contracts, opportunity and/or production.
8.2 Subject to clause 8.3 below, Endorsed’s total Liability to you for acts and/or omissions by Endorsed or any of its personnel in any relevant 12 calendar month period shall not exceed the Fees payable by you in the same relevant 12 month calendar period. For the purposes of this clause relevant 12 calendar month period means the 12 calendar months immediately prior to the first acts and/or omissions giving rise to the liability.
8.3 Nothing in this Contract 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.
9.1 You may suspend and/or terminate your Account with Endorsed for Pay Per Hire Services at any time by notifying us through the Website. On suspension of your Account you will be automatically withdrawn from any ongoing recruitment process and the Contract shall be deemed terminated.
9.2 If you use the Subscription Service, you may only suspend your Account with Endorsed in accordance with Clause 5.6 above.
9.3 Endorsed may terminate and/or suspend your Account at any time and at our discretion without payment of compensation or other damages caused to you on giving you written notice to the email address that you provided when registering with us.
9.4 The termination of this Contract shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
9.5 Upon the expiry or termination of the Contract, the provision of clauses 5, 6, 7 and 8 shall survive any termination of this Contract.
10.1 Neither party shall take any action, directly or indirectly, whether on their own account or through any intermediary that would constitute an offence under or breach of:
10.1.1 the Bribery Act 2010 as amended from time to time; or
10.1.2 any other applicable anti-bribery laws or regulations anywhere in the world,
10.1.3 and each party shall procure that none of its officers, employees, agents, representatives, contractors, or other persons acting with the authority of that party or otherwise performing services for or on behalf of that party shall take any such action.
10.2 It is noted and agreed that any breach of clause 11 shall be a material breach which is incapable of remedy thereby entitling the party not in breach to terminate this Contract.
10.3 During the period when this Contract is in force and following any termination of this Contract, at its own cost, each party shall cooperate fully with the other party in any investigation of prohibited conduct and this clause shall survive termination of this Contract.
11.1 This Contract (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 Contract.
11.2 If any provision of this Contract is found by a court or other competent authority to be void or unenforceable that provision shall be deemed to be deleted from this Contract and the remaining provisions of this Contract shall continue in full force and effect.
11.3 We may at any time assign, transfer, charge or deal in any other matter with this Contract 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 Contract or your rights and obligations under it.
11.4 Nothing in this Contract 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.
11.5 A person who is not a party to this Contract shall have no rights under it as a third party beneficiary.
11.6 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.
11.7 This Contract 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.