Terms & Conditions

These terms and conditions form a legally binding agreement between You and Us. You acknowledge and agree that these terms and conditions apply to Your access to, and use of, this Site and this Service available through this Site. In accessing or using this Site or using the Service, You acknowledge that You have read and understood, and agree to be bound by, these terms and conditions. If You do not accept these terms and conditions, then You must refrain from accessing and using this Site and using the Service.

1. GENERAL TERMS AND CONDITIONS

1.1 Privacy Statement

Our Privacy Statement is set out on this Site and shall apply to You and Your use of this Site and the Service.

1.2 Amendments to terms and conditions

We reserve the right to amend these terms and conditions at any time. Any amendments shall be effective immediately upon notification on the Site. Your continued use of the Site and the Service following such notification will represent an agreement by You to be bound by the terms and conditions as amended.

1.3 Accounts

You may create an Account as a Candidate, Recruiter, Recruitment Company, Employer or Employing Line Manager. To create an Account, You must complete all information required on the Site for that type of Account.

For each Account, You must provide a password and a login name. You are entirely responsible to maintain the confidentiality of Your password and login name. Furthermore, You are responsible for any and all activities by You or any other Site User using Your login name. You may change Your password at any time by following instructions on the Site. You may also change Your login name by contacting Us through the Site.

It is a condition of creation of an Account and use of the Service that: (a) You are residing in Australia or New Zealand (Subscriber Country); (b) You are capable of forming a legally binding contract; (c) You hold a valid email address; (d) You are a body corporate registered in a Subscriber Country, a partnership under the laws of a Subscriber Country, a government authority or agency of a Subscriber Country, an association (incorporated or unincorporated) under laws of a Subscriber Country or an individual who is at least 18 years old; and (e) You are not acting in capacity as a trustee of any other person.

If You are a Recruitment Company, the first user will be granted administrative rights to manage individual Accounts for Recruiters. You may change Your administrator from time to time by notice to Us and elect up to two (2) additional Recruiter Accounts to hold administrator rights. Only administrators may replace or add Recruiter Accounts.

1.4 Registration

You may become a Registered User. To become a Registered User, You must complete all information required on the Site to become a Registered User for that type of Account.

You acknowledge and agree that: (a) access to, and use of, some parts of the Service (including, but not limited to, the Marketplace Service) shall only be available to Registered Users of the Service; and (b) We may change from time to time those parts of the Service that are only available to Registered Users. Those parts of the Service which are only available to Registered Users will be notified on this Site.

1.5 Payments and Fees

If You are a Candidate, there are no fees for using the Service.

If You are a Registered Recruitment Company, You must pay the Implementation Fees and the Service Fees. The Service Fees shall be calculated, each month, as the total amount of the Agreed Percentage of the total value of the Authorised Invoices processed in that month using the Service or any Minimum Fees, whichever is the greater. If You use the Marketplace Service , You must pay the Marketplace Fees. We reserve the right to charge an additional fee in relation to bank processing charges imposed on Us in respect of payments under this Agreement.

If You are an Employer, You must pay any Service Fees applicable to Your use of the Service any Recruitment Commissions in accordance with clause 2.12.

You acknowledge that We may amend the Service Fees (including, without limitation, adding a new fee or charge or replacing an existing fee or charge) and/or the Standard Rates at any time by notification on such amendments on the Site from time to time or otherwise upon notice to You. Your continued use of the Site and the Service following either form of notification will represent an agreement by You to be bound by those Service Fees and/or Standard Rates as amended.

You consent to us, directly or through third parties, making any inquiries we consider necessary to prove Your identity or creditworthiness (including, without limitation, ordering a credit report, performing other credit checks and verifying the information You provide Us against third party databases).

We may terminate or suspend Your access to, and use of, the Service, in whole or in part, if You are late in payment of any Service Fees under this Agreement (including, without limitation, where any credit/debit card payment is declined).

Failure of an Employer to pay an invoice for recruitment commissions on time voids any agreed guarantee and rebate terms.

Our preferred method of payment in respect of the Service (other than Marketplace Service) is by credit/debit card though the Site. Payment is made by a secure server, which will encrypt each transaction as a security precaution, and all credit/debit card payments must be made in Australian Dollars only. We may charge You interest on late payments at the Penalty Rate from (and including) the date of due payment until (but excluding) the date of payment in full (with interest) and We reserve the right to recoup any collection costs incurred in respect of any late payments. In addition to the foregoing, You acknowledge that, until payment is received by Us, We may suspend further processing of Authorised Invoices (including, without limitation, suspending the inclusion of that Authorised Invoice in a Payroll File) through the Service.

1.6 Service

We do not represent or warrant that the Service generally available through the Site will be uninterrupted or error-free or defect-free or that errors or defects in the Service will be corrected. We do not represent or warrant to You that any electronic files available through the Site or the Service (including, without limitation, Our Materials) will be free of Harmful Code.

1.7 Security

You acknowledge that despite all reasonable precautions on Our part, there is a risk of unauthorised access to, or alteration of, Your transmissions of data, information contained on Your computer system or on this Site or available through the Service. To the maximum extent permitted by law, We shall not be liable for any Loss which You may suffer or incur as a result of such activity.

1.8 Change of Service

We reserve the right to make any changes to the Service as considered by Us necessary or desirable. We will use all reasonable endeavours to give prior notice of such changes on the Site but You acknowledge that prior notice may not be able to be given in respect of all changes (including, without limitation, any urgent necessary changes to remedy errors or defects on the Site or in the Service).

1.9 Lawful use

You must use the Site and the Service for lawful purposes only and ensure that Your access to, or use of, the Site and the Service is not illegal or prohibited by law. It is Your responsibility to obtain legal, financial, accounting and other professional advice in relation to compliance with all Applicable Laws in using the Site and the Service.

You agree at all times to deal with any information or material provided by Us (including, without limitation, the Our Materials) or accessed through the Site (including, without limitation, any Posted Materials) in a manner which complies with all Applicable Laws of Australia or of any other relevant jurisdiction.

1.10 Misuse of information

You must not misuse, in any way, the Service, or any Our Materials or Posted Materials (including, without limitation, copying, adapting, reproducing, storing, distributing, printing, displaying, performing, publishing, communicating to the public or creating derivative works of the whole or any part of the Our Materials or Posted Materials except as expressly permitted by, or as is reasonably contemplated by, the normal use of the Service). You must not interfere with or disrupt (or attempt to interfere or disrupt) any servers or networks connected to the Site. To the maximum extent permitted by law, We shall not be liable for any Loss suffered or incurred by You arising from or in connection with any Site User's misuse of any Posted Materials Posted by You or any other Site User on the Site.

1.11 Communications with Site Users

In any communications with other Site Users, You must not send threatening, offensive or abusive communication or any communication intended to, or likely to, threaten, offend or abuse another Site User. You must not solicit any business from any other Site User or buy or sell (or attempt to buy or sell) products and/or services (other than Employment of Candidates) through the Site or the Service.

1.12 No misrepresentations

It is a condition of Your use of the Service that You must not either through any act (including, without limitation, Posting information in Your Account Profile, a Candidate Profile, a Job Posting or Job Application) or any omission, engage in conduct which misleads or deceives or is likely to mislead or deceive others. Without limiting the generality of the foregoing: (a) You must not create an Account with a false name, false or misleading contact details or any other false or misleading information; or (b) if You are a company or an individual engaged in the provision of recruitment services (including, but not limited to, a Recruitment Company or a Recruiter), You must not create or use another Account on the Service as a Candidate.

1.13 Information on the Site or available through the Service

We do not warrant or represent the accuracy, completeness or suitability for Your intended use of any information (including, without limitation, any Our Materials or Posted Materials) on the Site or available through the Service. You are responsible for the use of any such information and You should make Your own enquiries to check if the information is accurate, complete and suitable for Your intended use.

None of the Our Materials is intended to constitute recruitment or other professional advice. The Site may contain information that includes the views or recommendations of others that are not necessarily Our views.

The Site may contain links to internet sites maintained by third parties. These links to third party sites are provided for Your convenience. Such links are not under Our control and We are not responsible for the contents (including the accuracy, completeness or suitability for Your intended use) of any linked site or any link contained in a linked site. We do not endorse any information on those linked sites or any associated organisation, product or services.

1.14 Disclaimer

To the maximum extent permitted by law, We shall not be liable for any Loss (including Consequential Loss), howsoever caused (including through our negligence), suffered or incurred by You arising from or in connection with: (a) Your access to, or use of, the Service, this Site, any Our Materials, any Posted Materials or any linked site; (b) any decision or action taken by You in reliance on any Our Materials or any Posted Materials; (c) any error or defect in the Site or the Service; or (d) any contravention by any Site User of any Applicable Laws.

The above disclaimer does not attempt or purport to exclude liability under any statute if, and to the extent, such liability cannot be lawfully excluded.

1.15 Statutory warranties

To the maximum extent permitted by law, Our liability under any guarantee, condition or warranty (including, without limitation, any guarantee, condition or warranty of merchantability, acceptable quality, fitness for purpose or fitness for disclosed result), or any other right or remedy, under any legislation or implied into this Agreement by any legislation (Statutory Warranties) is hereby excluded. Where We are liable under any Statutory Warranties, and any legislation avoids or prohibits provisions in a contract excluding or modifying the application of, or exercise of, or liability under, such Statutory Warranties, Our liability for any breach of such Statutory Warranties shall be limited, at Our option, to one or more of the following: (a) if the breach relates to goods: the replacement of the goods or the supply of equivalent goods; the repair of such goods; the cost of replacing the goods or of acquiring equivalent goods; or the cost of having the goods repaired; and (b) if the breach relates to services: the supplying of the services again or the cost of having the services supplied again. You acknowledge and agree that reliance by Us on this limitation of liability is fair and reasonable in all the circumstances.

1.16 Force Majeure

We shall not be liable for any delay or failure to perform Our obligations under this Agreement if such a delay or failure is due to circumstances beyond Our reasonable control.

1.17 Indemnity

You agree to indemnify, and keep indemnified, Us, Our officers, employees and agents (those indemnified) against all Loss suffered or incurred by those indemnified in connection with: (a) any breach of any obligation or warranty under this Agreement by You; (b) any contravention by You of any Applicable Laws; (c) any wilful misconduct by You; or (d) any negligent act or omission by You.

1.18 Copyright

All copyright in the Our Materials (including, without limitation, text, graphics, logos, icons, sound recordings and software) is owned by Us. Material procured from a third party may be the subject of copyright owned by that third party. Except as expressly authorised, and subject to the conditions prescribed under, the Copyright Act 1968 (Cth) or except as expressly permitted by this Agreement or as reasonably contemplated by the normal use of the Service, You must not, in any form or by any means: (a) copy, adapt, reproduce, store, distribute, print, display, perform, publish, communicate to the public or create derivative works of the whole or any part of the Our Materials; or (b) commercialise the whole or any part of the Our Materials, without Our express written permission or, in the case of third party material, from the owner of the copyright in that material.

1.19 Trade marks

Trade marks used on the Site are a trade mark or registered trade mark of Us or its respective owner. THE SEARCH PARTY and SEARCHPARTY.COM are trade marks of Us. Except to the extent agreed to the contrary in writing, You irrevocably grant to Us permission to use Your name and trade marks to promote Our relationship with You publicly (including on the Site). If You use any trade marks owned by Us in reference to Us, the Site or the Service, You must include a statement attributing that trade mark to Us. You must not use any of Our trade marks: (a) in or as the whole or part of Your own trade marks; (b) in connection with any business, products or services which are not Ours; (c) in a manner which is or may be confusing, misleading or deceptive to any person; or (d) in a manner which disparages Us, the Service or the Site.

1.20 Public statements

You must not release to the public any news release, advertising material, promotional material or any other form of publicity relating to Us without Our prior written permission.

1.21 Termination

We may terminate this Agreement and Your access to the Site and the Service if You breach any provision of this Agreement. We may, at Our discretion, terminate this Agreement and Your access to all or part of the Site and the Service without the need to provide reasons. Termination of this Agreement will not end those provisions that are capable of surviving the ending of this Agreement (including, without limitation, clauses 1.13, 1.14, 1.15, 1.16, 1.17, 1.18, 1.19, 1.20, 1.22, 1.23, 2.2, 2.4, 2.6, 2.8, 4.5 and 5).

1.22 GST

In this clause 1.22, the terms ‘supply’ and ‘GST’ have the same meaning as given in the GST Act.

Any consideration to be paid or provided for a supply made by Us under or in connection with this Agreement does not include an amount on account of GST. The consideration payable or to be provided for that supply under this Agreement but for the application of this clause (GST exclusive consideration) is increased by, and You must also pay to Us, an amount equal to the GST payable by Us on that supply; and (b) the amount by which the GST exclusive consideration is increased must be paid to Us by You without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided.

For the purposes of creating RCTIs relating to Recruiter Commissions for the Marketplace Service, if You are a Recruitment Company, You warrant that at all times You are registered for GST.

1.23 General provisions

If We waive, in whole or part, any rights available to us under this Agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason, it is to be read down to give it as much effect as possible, or if it is not capable of having any effect at all, it is to be severed from this Agreement, in which case, the remainder of this Agreement shall nevertheless continue in full force.

The laws governing this Agreement will be the laws in the State of Victoria, Australia and You irrevocably submit to the non-exclusive jurisdiction of the courts of that State.

2. EMPLOYERS, RECRUITERS AND RECRUITMENT COMPANIES

In addition to any other applicable terms and conditions, if You are an Employer, Recruiter or Recruitment Company, You agree to and are bound by the following terms and conditions in this clause 2.

Part 2A – Terms and Conditions relating to the Service generally

2.1 No endorsement of Candidates or Candidate Profiles

We do not review or vet, nor are We responsible for reviewing or vetting, Candidates, Candidate Profiles or representations (whether oral or in writing) made by those Candidates (including, without limitation, any representations in any Job Applications or Posted Materials).

2.2 Compliance with Privacy Act

You must comply with, and You are responsible for ensuring compliance with, all obligations under the Privacy Act in relation to the collection, use, disclosure and storage of Personal Information in any Candidate Data which You provide, or have access to, using the Service (including, but not limited to, the Marketplace Service). Without limiting the generality of the foregoing, You must: (a) not do any act, or engage in any practice in respect of Candidate Data that would contravene the Privacy Act; (b) comply with any directions, guidelines, determinations, rulings or recommendations of the Privacy Commissioner in respect of dealings with Candidate Data; (c) comply with any reasonable directions from Us in respect of dealing with Candidate Data; (d) immediately notify Us if You become aware of a breach or possible breach of the Privacy Act in respect of any Candidate Data; (e) if You are a Recruiter or Recruitment Company, immediately remove Personal Information in Candidate Data from the Service where a complaint or other request to do so has been made by a Candidate; and (f) ensure that any of Your personnel who are required to deal with Candidate Data are aware of the obligations set out in this clause 2.2.

You agree to indemnify, and keep indemnified, Us, Our officers, employees and agents (those indemnified) against all Loss suffered or incurred by those indemnified in connection with any action, claim or demand by any third party (including, without limitation, any Candidate) that that the collection, use, disclosure or storage of any Candidate Data that You provide, or any collection, use, disclosure or storage by You of any Candidate Data, using the Service contravenes the Privacy Act or any other Applicable Laws.

2.3 Creating Candidate Profiles

If You are a Recruiter or a Recruitment Company and create an Account, on behalf of a Candidate, You represent and warrant to Us that You are authorised by that Candidate to do so.

If You are a Recruiter or a Recruitment Company and You provide Candidate Data about a Candidate, You represent and warrant to Us that: (a) You have either: (i) obtained the Consent of the Candidate to provide any Personal Information comprised in such Candidate Data and You have notified the Candidate of the Search Party's Privacy Statement and that You have Posted or will Post Candidate Data to the Service or Marketplace Service; or(ii) where such Candidate Data is to be used in a Candidate Profile for the Marketplace Service, You have reviewed the Candidate Data to ensure that it is sufficiently de-identified and have specifically approved it before making it available through the Marketplace Service; (b) You have verified the accuracy of such Candidate Data before Posting it on the Service; and (c) You will maintain the accuracy of such Candidate Data.

If You are a Recruiter or a Recruitment Company, You can control the type of information about a Candidate on the Marketplace Service. We provide tools to assist You to designate certain information in Candidate Profiles as being unsearchable through the Marketplace Service, where such information may identify the Candidate. We provide such tools through a pre-production instance of the Service which allows You to review information in a Candidate Profile before it is published on the production instance of the Service.

You acknowledge that We are entitled to remove any Personal Information in a Candidate Profile or otherwise correct any Personal Information in any Candidate Data, without the requirement to give notice to You, as a result of any complaint or other request from a Candidate to do so.

2.4 Job Postings

You grant an irrevocable, perpetual, royalty-free license to Candidates to download Job Postings Posted by You for the purpose of making Job Applications.

2.5 Prohibited commissions

You agree not to ask or require any Site User to pay any charge or other amount whatsoever to You to make a Job Application for any Job Posting or respond to any Job Posting Posted by You on the Site, whether such charge or amount is asked or required of the Site User in the Job Posting itself or in any communication with the Site User that takes places as a result of a Job Posting Posted on the Site. If You are a Recruitment Company or a Recruiter, You agree not to ask or require any Site User to pay any charge or other amount whatsoever to You to Post a Job Posting on their behalf. The foregoing does not prevent Employers paying Recruitment Commissions in accordance with these terms and conditions.

2.6 Compliance with legal obligations

You must comply with all contractual, statutory and other legal obligations owed by You to any Candidate in relation to the recruitment, placement or Employment of that Candidate.

2.7 Implementation Services

If You are a Recruitment Company and require assistance with setting up of, or migration of Content to, the Service, We will provide you with the Implementation Services under a Contract (if any) with You. Alternatively, You may engage with an approved data migration partner, available through the Search Party Partner Network provided by Us, who will migrate Your data under a contract directly with You.

If specified in a Contract, You must pay any Setup Fee in respect of Implementation Services in advance. In addition, if there is any material change in scope, complexity or timing of the Implementation Services to be performed or any delay or failure on Your part to comply with your obligations in respect of the Implementation Services, You must pay for any resultant additional work performed by Us on a time and materials basis at Our Standard Rates.

We will provide You with a primary contact during the Implementation Services, advise you once the Implementation Services are complete and provide you with acceptance testing criteria for testing the Service. Subject to Your compliance with Your obligations below, We will use Our reasonable endeavours to ensure all Your Content is migrated within fourteen (14) days of being provided Your Content (including, by any approved data migration partner) in Our approved format.

You must provide all Your Content for use in the Service. You must use an approved data migration partner to extract and prepare all Your Content for migration to the Service to Our approved format. We are not responsible for any delay or failure by the data migration partner to prepare Your Content in Our approved format. Upon completion of the Implementation Services, You are responsible for confirming the accuracy and completeness of any migration of Content and You must conduct acceptance testing and cooperate with Us to resolve any issues arising from such testing.

Subject to clause 2.14, You shall retain ownership of all Your Content migrated or Posted onto the Service. You acknowledge that You will not have access to Your Content upon suspension or cancellation of Your Account.

If You have migrated Candidate Profiles onto the Marketplace Service, You agree that all Candidate Profiles so migrated must remain available on the Marketplace Service for not less than 6 months. The foregoing does not prevent removal of individual Candidate Profiles at the express request of the Candidate. After that 6 month period, subject to clause 2.14, You may request removal of the Candidate Profiles by giving not less than 30 days notice in writing to Us.

2.8 Fixed term

If you are a Recruitment Company, Your Contract (if any) may specify a Fixed Term. This agreement continues for the Fixed Term unless earlier terminated.

You may terminate this Agreement by giving not less than 30 days written notice to Us provided that, if a Fixed Term is specified in a Contract, You must pay to Us, by way of liquidated damages, a cancellation charge equal to the the average (over the 3 months immediately preceding the month of termination) of the actual monthly Service Fees or the Minimum Fees, whichever is the greater, multiplied the number of months, or part thereof, between the date of termination and the end of the Fixed Term. You acknowledge and agree that the amount of the cancellation charge is a genuine pre-estimate of the loss and damage suffered by Us by the termination of this Agreement.

This Agreement shall continue once the Fixed Term ends on a month to month basis unless earlier terminated by You in accordance with this Agreement.

2.9 Provision of recruitment services

If you are an Employer, you consent to Us, or any of Our subsidiaries, providing recruitment services on behalf of a Recruitment Company. A copy of the agreement to provide such recruitment services between Us, or Our subsidiary (as appropriate), and the Recruitment Company is available from Us on request.

Part 2B – Terms and Conditions relating to the Recruiter Tools

2.10 Verification and authorisation

In respect of the Employment of a Candidate: (a) the relevant Employer (or an Employing Line Manager acting on behalf of the Employer) is responsible for verifying and authorising timesheets for that Candidate using the Service; (b) the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) is responsible for verifying and authorising timesheets for that Candidate using the Service, if the Employer or its Employing Line Manager is unable or unwilling to do so; and (c) the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) is responsible for ensuring that the Candidate provides such documents and other information necessary for the purposes of verifying timesheets for that Candidate as correct.

In respect of the Employment of Candidates recruited by a Recruitment Company, the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) is responsible for verifying and authorising Authorised Invoices generated through the Service.

We do not verify or otherwise test, nor are We responsible for verifying or testing: (a) timesheets for Candidates generated through the Service; (b) Authorised Invoices generated through the Service; or (c) the currency or validity of any authorisations by any Site User using the Service or the capacity of any Site User purporting to be authorised to provide such authorisation.

Part 2C – Terms and Conditions relating to the Marketplace Service

2.11 Dealing with Candidates and Candidate Data using the Marketplace Service

You must comply with, and not do anything to cause another Site User to fail to comply with, the following processes for dealing with Candidates and Candidate Data using the Marketplace Service: (a) if a Candidate is identified for a Job Posting of an Employer through a Candidate Profile Posted using the Marketplace Service, the relevant Recruiter who Posted the Candidate Profile will be notified and that Recruiter must contact the Candidate to request express Consent to provide further Candidate Data to the Employer; (b) if an Employer is notified of a Candidate through use of the Marketplace Service, the Employer must not make direct contact with the Candidate, disclose to any third party the identity of the Candidate (whether suspected or known) or use a Candidate Profile or any other Candidate Data for any purpose other than filling an actual Job vacancy of the Employer; and (c) if the Recruiter obtains express Consent to do so, the Recruiter will provide further Candidate Data to the Employer through the Service. You acknowledge that, if You are an Employer and You make direct contact with a Candidate which leads to Employment of that Candidate, You must pay to Us our Marketplace Fees in respect of that Employment as if it were a result of the Candidate being placed in a Job through the Marketplace Service . You acknowledge that, if You are an Employer, not all Candidates available through the Marketplace Service may be actively seeking Employment, a Candidate Profile may have been Posted by a Recruiter merely as a result of previous dealings by that Candidate with the Recruiter and You will not use any information obtained through the Marketplace Service about a Candidate who is an employee of You other than in accordance with these terms and conditions.

2.12 Recruitment Commissions – Recruitment Companies

If You are a Recruitment Company and You use the Marketplace Service, You acknowledge that all Recruitment Commissions must be processed through the Marketplace Service. We will prepare Our Invoices and invoice Employers for all Recruitment Commissions and collect all Our Invoices for Recruitment Commissions through the Marketplace Service. You agree that We may invoice You for, and deduct from each Recruitment Commission collected by Us, the Marketplace Fees in respect of those Recruitment Commissions.

Unless expressly agreed in writing to the contrary, You agree that We shall remit the balance (after deduction of Our Marketplace Fees) of any Recruitment Commission collected in respect of a Candidate’s Employment subject to retaining any applicable amounts until any applicable Guarantee Periods for each respective Candidate’s Employment have passed (Retained Amounts). For the avoidance of doubt, if more than one Guarantee Period applies to a Candidate, We shall be entitled to deduct Our Marketplace Fees prior to remitting the balance of the first Retained Amount to You and We shall only remit subsequent Retained Amounts after each subsequent Guarantee Period has passed.

You acknowledge and agree that it is solely Your responsibility to provide (and We are not responsible for, or liable in any way, for the provision of) the replacement services.

Applicable to 50% Credit and 100% Guarantee options:
Where an Employer has paid their Invoice on time, We will pay You 50% of the Recruitment Commission (after the deduction of Our Marketplace Fees) within 7 days of the Candidate Start Date. The balance will be paid to You in accordance with the terms agreed through the platform.

Applicable to Free Replacement guarantee options:
Where an Employer has paid their Invoice on time, We will pay You 100% of the Recruitment Commission (after the deduction of Our Marketplace Fees) once funds are received from the Employer.

You agree that we have no obligation to pay the balance of any Recruitment Commission in respect of a Candidate’s Employment unless and until we collect the Recruitment Commission for that Candidate’s Employment, and we shall pay this balance (in accordance with the agreed placement terms with the Employer through the platform) to You within 7 days of receipt of the respective Recruitment Commission by Us, subject to the Candidate commencing employment. We shall be entitled to create a RCTI in respect of any balance of Recruitment Commission remitted to You.

Where an Employer claims Our 100% guarantee for a Candidate that was placed through Your company and the Employer has selected You to find a suitable replacement, You are entitled to a new placement fee (after deduction of Our Marketplace Fees) less the guarantee that You have already been paid.

2.13 Recruitment Commissions – Employers

If You are an Employer, You acknowledge that We may invoice You Our Invoice and collect all Recruitment Commissions payable by You through the Marketplace Service. You agree that We may deduct from each Recruitment Commission collected by Us, the Marketplace Fees payable to Us in respect of those Marketplace Fees provided that, if a Candidate’s Employment terminates for any reason prior to the expiration of any Guarantee Period in respect of that Candidate, we shall credit You the balance of the relevant Rebateable Portion of the Recruitment Commission (after deduction of Our Marketplace Fees) to You.

You will receive a credit note to the value of the Rebateable Portion of the Recruitment Commission, to be used by You in respect of future services. The credit note may be used towards any future placement with any Recruiter on the platform. Credit notes cannot be redeemed for cash or transferred to another party. The credit shall apply if the Candidate’s Employment terminates for any reason prior to the expiration of a relevant Guarantee Period if a fee rebate guarantee was selected by You. If You have selected a free replacement guarantee, then You acknowledge and agree that it is solely the Recruiter’s responsibility to provide (and We are not responsible for, or liable in any way, for the provision of) the replacement services.

Our invoices to You for recruitment commissions will be due on the latter of 14 days from placement date or the day following Candidate start date. If a candidate who is placed does not present on their first day, 100% of the fee, including our Marketplace Fees will be refunded to You. Where a Candidate has commenced employment, i.e. presented on day one, any guarantees or rebates agreed through the platform will take effect.

Failure of an Employer to pay an invoice for recruitment commissions on time voids any agreed guarantee and rebate terms, and will lead to legal proceedings in pursuit of the fees owing.

If You selected the 100% Guarantee, the following conditions apply:

Where a Candidate has commenced employment, and does not meet the agreed role requirements within the first 30 days of employment, and You terminate their employment, We will credit 100% of any fees You have paid (including our Marketplace Commission). To initiate Your claim, You must notify Us and the Recruiter by email, and in the platform, within 24 hours of the new hire failing to meet Your requirements. The credit is available for one use only and is valid for twelve months starting from the failed hire’s last day of employment. The credit may be used to hire a replacement or for a new role. If the second placement does not work out, you will not be eligible for another 100% credit outside of any role-specific guarantee You may have agreed with a recruiter.

For the avoidance of doubt, there is no 100% guarantee on contract roles.

2.14 Recruitment Commissions – Exclusions

Despite any other provision of these terms and conditions, no Recruitment Commission is payable to a Recruitment Company (Relevant Recruitment Company) in respect of any Candidate Employed by an Employer in a Job if: (a) on the date on which the Candidate Profile for that Candidate was provided to the Employer: (i) the Candidate had previously been introduced to the Employer (whether by a Recruitment Company (other than the Relevant Recruitment Company) using the Service or any other provider of recruitment services by any other means) for that Job or any substantially similar role at any time in the previous 6 months; or (ii) the Employer had independently made contact with (and can provide evidence to support this contact having been made), within the previous 1 month, or had discussions with, the relevant Candidate for that Job or any substantially similar role and the Candidate had not been rejected for that Job or role, within the previous 1 month; or (b) the date on which the Employer Employed the Candidate in that Job or any other role was more than 6 months after the date on which the Candidate Profile for that Candidate was provided to the Employer by the Recruitment Company.

2.15 Candidate’s rights in respect of Candidate Profiles

Despite any other provisions of these terms and conditions, if (a) any Candidate Profile is migrated onto, or created on, the Marketplace Service by a Recruiter Company and (b) an Account is established for the Candidate to whom the Candidate Profile relates on the Marketplace Service, then, despite any termination or suspension of access by the Recruitment Company to the Service, that Candidate Profile shall remain on the Marketplace Service to be accessed and used by the Candidate.

Part 2D – Introduced Employer Incentive Plan

This Part applies to You if You are a Recruitment Company and You use the Marketplace Service. If:

(a) You introduce to us, through a marketing campaign which shares Your referral link from your account in the Marketplace Service, an Employer client of Yours; and

(b) within 7 days of the date of the introduction (Introduction Date), that Employer creates an Account in their capacity as an Employer on the Site (Introduced Employer), save that an Employer shall not be regarded as an Introduced Employer if the Employer currently has, or had in the six (6) months prior to the Introduction Date, an Account on the Marketplace Service or is currently being approached by Us to become an Employer on the Marketplace; and

(c) at any time in the 12 month period immediately after the Introduction Date, a Candidate is Employed by that Introduced Employer through another Recruitment Company (not related to You) using the Marketplace Service,

We will pay to You a commission equal to 5% of the Recruitment Commission paid by that Introduced Employer in respect of Candidate (Introduction Commission). For the avoidance of doubt, no Introduction Commission is payable to You in relation to an Employer that is not an Introduced Employer (as defined above). Within thirty (30) days of the end of each calendar quarter, We will pay to You all Introduction Commissions calculated on Recruitment Commission, in respect of which the relevant Marketplace Fees which relate to the relevant Recruitment Commission are received in that calendar quarter or We may set off the amount of Introduction Commissions owed to You against any amount You owe to Us in respect of the Marketplace Service.

3. CANDIDATES

In addition to any other applicable terms and conditions, if You are a Candidate, You agree to and are bound by the following terms and conditions in this clause 3.

3.1 Information for personal, non-commercial use only

You agree that information contained on this Site is for personal use only and may not be sold, redistributed or used for any commercial purpose (including, without limitation, the use of Employer's contact details for making unsolicited commercial correspondence). You may download Our Materials and Posted Materials from this Site for personal, non-commercial use only, provided You keep intact all copyright and other proprietary notices.

3.2 No endorsement of Job Advertisements

We do not endorse nor recommend any of the Job Postings on the Site or any Employer, Employing Line Manager, Recruiter or Recruitment Company. It is solely Your responsibility to evaluate each Job Posting and all Our Materials and Posted Materials provided through the Site or the Service generally.

3.3 Authority of Recruiters and Recruitment Companies

We do not verify or otherwise test, nor are We responsible for verifying or testing, the currency or validity of the authorisation of, or any Consent obtained by, any Recruiter or Recruitment Company who creates an Account, or Posts information in a Candidate Profile, on behalf of You.

3.4 No guarantee of Job vacancy

We do not represent or warrant to You the continued availability of any particular Job advertised in any Job Posting. We shall not be liable for any Loss suffered or incurred by You arising from or in connection with any Job not being available.

4. POSTING CONDITIONS

In addition to any of other applicable terms and conditions, if You Post any Posted Materials on the Site, You agree to and are bound by the terms and conditions in this clause 4.

4.1 Content

It is Your responsibility to check any Posted Materials Posted by You on the Site for any errors as soon as it is Posted on the Site. We shall not be liable for any errors in Posted Materials Posted on the Site.

You agree not to use any feature of the Site or the Service or any other means to send unsolicited commercial correspondence to Site Users, whether individually or as a group.

You are not permitted to insert links to an external website within the details of a Job Posting without Our express written approval. Such approval may be, in Our absolute discretion, subject to specific terms and conditions.

We reserve the right to review any Job Posting prior to publication on the Site or any time thereafter and to remove any Job Posting if it: (a) relates to an Excluded Category; (b) does not comply with these terms and conditions; or (c) does not comply (in Our opinion) with any Applicable Laws.

4.2 Correcting Your Profile

We reserve the right to delete or correct Your Account Profile or Candidate Profile if You enter Your details into an incorrect field when using the Service. You agree that it is Your responsibly to ensure that You enter Your details into the correct field in Your Account Profile or Candidate Profile.

4.3 Job Category

You must ensure that any Job Postings Posted to the Site are Posted to the appropriate Job Category on the Site. It is solely Your responsibility to ensure that You familiarise Yourself with the advertising requirements of each available Job Category on the Site to ensure appropriate placement of Job Postings.

4.4 Complying with equal opportunity laws

Without limiting the generality of any provision of these terms and conditions, in connection with the Posting of any Job Posting using the Service, You must comply with the Human Rights and Equal Opportunity Commission Act 1986 (Cth) and all other Applicable Laws relating to anti-discrimination and equal opportunity in Australia or any other relevant jurisdiction. Where an exemption to comply with any of these Applicable Laws has been granted, the exemption number must be included in the Job Posting posted by You.

4.5 Warranties

You represent, warrant and undertake to Us that: (a) all Posted Materials Posted by You on the Site do not breach any Applicable Laws; (b) all Posted Materials Posted by You on the Site do not breach any Intellectual Property rights of any third party; and (c) all Posted Materials Posted by You on the Site will be free of Harmful Code.

4.6 Our obligations

We will use all reasonable endeavours to publish Job Postings promptly, to ensure that any disruptions to, or a denial of access to the Service, are remedied as soon as commercially practicable and to avoid introducing errors in Posted Materials.

5.0 DEFINITIONS

In these terms and conditions, unless the context otherwise requires:

  • Account means an account on the Site (either as Candidate, Recruiter, Recruitment Company, Employer or Employing Line Manager) created by You.
  • Account profile means profile information in relation to an Account.
  • Agreed Percentage means the percentage rate at Our Standard Rates or as may be agreed in a Contract.
  • Agreement means the Agreement between You and Us comprising these terms and conditions.
  • Applicable Laws means any and all statutes, regulations, by-laws, ordinances or subordinate legislation in force from time to time which pertains to Your use of, and access to, the Site and the Service and the Posting of any Posted Materials on the Site and includes, without limitation, the Privacy Act and those relating to equal opportunity, anti-discrimination, immigration, trade practices, fair trading, Intellectual Property, privacy and confidentiality.
  • Authorised Invoice means an invoice in respect of a Candidate authorised by the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) produced by Us for a Recruitment Company through the Service.
  • Candidate means an individual who uses the Service to create an Account to connect with Recruiters and Employers to find Employment or an individual in respect of whom a Recruiter has [created an Account and/or Candidate Profile] using the Service.
  • Candidate Data means any information or data in relation to a Candidate including, without limitation, information or data provided through the creation of an Account, Posting of information in an Account Profile or Candidate Profile or otherwise provided about a Candidate through the Service.
  • Candidate Profile means profile information in relation to a Candidate.
  • Consequential Loss means indirect, consequential, incidental, special exemplary or punitive loss or damage of any kind including, without limitation, a loss of profits, a loss of opportunity or goodwill, a loss of, or corruption to, data, a loss of revenues, a loss of anticipated savings or business and any costs or expenses incurred in connection with the foregoing.
  • Consent has the same meaning given to the term under the Privacy Act.
  • Content means content (including, without limitation, Candidate Data) migrated or Posted by a Recruiter or Recruitment Company onto the Service.
  • Contract means a document signed by an authorised representative of You and Us which expressly states the Agreed Percentage, Fixed Term, Implementation Services, Minimum Fees, and Setup Fee (if any) applicable to You under these terms and conditions.
  • Employer means an individual, firm or company which uses the Service to find Candidates for Employment.
  • Employing Line Manager means an individual employed or engaged by an Employer who uses the Service to manage Candidates on behalf of that Employer.
  • Employment means employment of any kind.
  • Excluded Categories means any Jobs which are illegal, in contravention of any Applicable Law or offensive to the public and any categories of Employment notified by Us from time to time on the Site as being an Excluded Category and includes any Job involving the Candidate being required to take a business or financial interest (including, without limitation, as a shareholder, unitholder, partner, joint venturer, syndicate member or financier).
  • Fixed Term means the term so specified in a Contract.
  • GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  • Guarantee Period means any agreed guarantee period agreed between the Recruitment Company and the Employer through use of the Marketplace Service.
  • Harmful Code means any computer virus, trojan, worm or other computer code that, directly or indirectly, is harmful or disabling or which assists in or enables unauthorised access to or corruption of data.
  • Implementation Services means the services so specified in a Contract.
  • Intellectual Property means any registered or unregistered rights in any copyrights, patents, inventions, discoveries, trade marks, designs or confidential information or any rights of a similar nature under the laws of Australia or anywhere else in the world.
  • Job means Employment that a Candidate undertakes for an Employer under an employment or other contract between the Candidate and a Recruitment Company.
  • Job Application means an application by a Candidate for a Job using the Service.
  • Job Category means the categories of Jobs notified on the Site from time to time.
  • Job Posting means a Posting of a Job by a Recruitment Company or an Employer using the Service.
  • Loss means loss or damage of any kind (including liability to a third party).
  • Marketplace Fees means the fees payable for use of the Search Party Marketplace being equal to 20% of the relevant Recruitment Commissions payable by an Employer to a Recruitment Company.
  • Marketplace Service means the recruitment service that allows Employers to search, at the same time, Candidate Profiles from more than one Recruitment Company provided by Us as part of the Service.
  • Migration Services means the services so specified in a Contract.
  • Minimum Fees means any minimum fees (such as any fixed amount per user per month) payable for use of the Service as so specified in a Contract.
  • Our Invoice means Our invoice produced by Us.
  • Our Materials means all information and materials made available on the Site or through the Service (including, without limitation, the Payroll Files) but excludes Posted Materials.
  • Payroll Files means all electronic files provided through the Service to Recruitment Companies in relation to payroll reporting, electronic funds transfer (EFT) files, payslips, end-of-year reporting for taxation purposes or superannuation payment files.
  • Penalty Rate means a rate equivalent to two percent (2%) higher than the rate for the time being fixed under Section 2 of the ZPenalty Interest Rates Act 1983 (Vic). Personal Information has the same meaning given to the term under the Privacy Act.
  • Post means to make available information and/or other materials on the Site or through the Service.
  • Posted Materials means any information or materials Posted by Site Users (including, without limitation, any information in an Account Profile, Candidate Profile, Job Posting or Job Application).
  • Privacy Act means the provisions of the Privacy Act 1988 (Cth) (and any amendment to it, any legislation substituted for it, and any subordinate legislation made under it).
  • Privacy Settings means the settings in Your Account pertaining to privacy of Your Account Profile information.
  • RCTI means a ‘recipient created tax invoice’ as defined in the GST Act. For the purpose of this Agreement, an RCTI is a tax invoice belonging to a class of tax invoices that the Australian Commissioner of Taxation has determined in writing may be issued by a recipient of the supply.
  • Rebateable Portion means that proportion of the Recruitment Commission to be rebated to the Employer
  • Recruiter means an individual who uses the Service to offer Employment recruitment services on behalf of a Recruitment Company.
  • Recruiter Commission means commission payable to a Recruitment Company for provision of recruitment services to an Employer as agreed between the Recruitment Company and the Employer through use of the Marketplace Service.
  • Recruitment Company means a firm or company which uses the Service to provide Employment services to Employers.
  • Recruiter Tools means those parts of the Service other than the Marketplace Service.
  • Registered Recruitment Company means a Recruitment Company which is a Registered User of the Service.
  • Registered User means a Site User registered with the Service.
  • Service means the recruitment and social networking services provided to You by Us through the Site comprising the Recruiter Tools and the Marketplace Service.
  • Service Fees means the fees payable for use of the Service in accordance with our Standard Rates or as may be agreed in a Contract.
  • Setup Fee means the fee so specified in a Contract.
  • Site means the website operated by Us at www.searchparty.com.
  • Site User means any person who has access to, or uses, the Site using an Account.
  • Standard Rates means our rates of fees and charges for the Service as notified on the Site from time to time. Your continued use of the Site and the Service following such notification will represent an agreement by You to be bound by those Standard Rates as amended.
  • Our Materials, Marketplace Service, We, Us, Our means THE SEARCH PARTY Ltd (ACN 149 006 913) trading as searchparty.com.
  • You, Yourself, Your means any person, business, company or organisation who is a Site User.

These terms and conditions form a legally binding agreement between You and Us. You acknowledge and agree that these terms and conditions apply to Your access to, and use of, this Site and this Service available through this Site. In accessing or using this Site or using the Service, You acknowledge that You have read and understood, and agree to be bound by, these terms and conditions. If You do not accept these terms and conditions, then You must refrain from accessing and using this Site and using the Service.

1. GENERAL TERMS AND CONDITIONS

1.1 Privacy and Cookie Statement

Our Privacy and Cookie Statement forms part of this Agreement and is set out on this Site and shall apply to You and Your use of this Site and the Service.

1.2 Amendments to terms and conditions

We reserve the right to amend these terms and conditions at any time. Any amendments shall be effective immediately upon notification on the Site. Your continued use of the Site and the Service following such notification will represent an agreement by You to be bound by the terms and conditions as amended.

1.3 Visitors

As a Visitor to the Site, the following provisions of these terms and conditions shall apply to Your access to, and use of, the Site: clauses 1.14, 1.18, 1.19, 1.23, 1.24 and 5.

1.4 Accounts

You may become a Registered User. To become a Registered User, You must create an Account.

You acknowledge and agree that: (a) access to, and use of, some parts of the Service (including, but not limited to, the Marketplace Service) shall only be available to Registered Users of the Service; and (b) We may change from time to time those parts of the Service that are only available to Registered Users. Those parts of the Service which are only available to Registered Users will be notified on this Site.

You may create an Account as a Candidate, Recruiter, Recruitment Company, Employer or Employing Line Manager. To create an Account, You must complete all information required on the Site for that type of Account.

For each Account, You must provide a password and a login name. You are entirely responsible to maintain the confidentiality of Your password and login name. Furthermore, You are responsible for any and all activities by You or any other Site User using Your login name. You may change Your password at any time by following instructions on the Site. You may also change Your login name by contacting Us through the Site.

It is a condition of creation of an Account and use of the Service that: (a) if you are a Recruiter, Recruitment Company, Employer or Employing Line Manager, You are residing in England or Wales (Subscriber Country); (b) You are capable of forming a legally binding contract; (c) You hold a valid email address; (d) You are a body corporate registered in a Subscriber Country, a partnership under the laws of a Subscriber Country, a government authority or agency of a Subscriber Country, an association (incorporated or unincorporated) under laws of a Subscriber Country or an individual who is at least 18 years old; and (e) You are not acting in capacity as a trustee of any other person.

If You are a Recruitment Company or an Employer, the first user of an Account will be granted administrative rights to manage individual Accounts for Recruiters or Employers under that Account. You may change Your administrator from time to time by notice to Us and elect up to two (2) additional Recruiters or individuals to hold administrator rights. Only administrators may replace or add Recruiters or Employers under that

1.5 Payments and Fees

If You are a Candidate, We will not charge you any fees for using the Service.

If You are a Registered Recruitment Company, You must pay the Implementation Fees and the Service Fees in accordance with our Standard Payment Terms. The Service Fees shall be calculated, each month, as the total amount of the Agreed Percentage of the total value of the Authorised Invoices processed in that month using the Service or any Minimum Fees, whichever is the greater. If You use the Marketplace Service, You must pay the Marketplace Fees in accordance with our Standard Payment Terms. We reserve the right to charge an additional fee in relation to bank processing charges imposed on Us in respect of payments under this Agreement.

If You are an Employer, You must pay any Service Fees applicable to Your use of the Service and any Recruitment Commissions in accordance with clause 2.12.

You acknowledge that We may amend the Service Fees (including, without limitation, adding a new fee or charge or replacing an existing fee or charge) and/or the Standard Rates at any time by notification on such amendments on the Site from time to time or otherwise upon notice to You. Your continued use of the Site and the Service following either form of notification will represent an agreement by You to be bound by those Service Fees and/or Standard Rates as amended.

You consent to us, directly or through third parties, making any inquiries we consider necessary to prove Your company's identity or creditworthiness (including, without limitation, ordering a credit report, performing other credit checks and verifying the information You provide Us against third party databases).

We may terminate or suspend Your access to, and use of, the Service, in whole or in part, if You are late in payment of any Service Fees under this Agreement (including, without limitation, where any credit/debit card payment is declined).

Failure of an Employer to pay an invoice for recruitment commissions on time voids any agreed guarantee and rebate terms.

Our preferred method of payment in respect of the Service (other than Marketplace Service) is by credit/debit card though the Site. Payment is made by a secure server, which will encrypt each transaction as a security precaution, and all credit/debit card payments must be made in Pounds Sterlingonly. We may charge You interest on late payments at the Interest Rate from (and including) the date of due payment until (but excluding) the date of payment in full (with interest) and We reserve the right to recoup any collection costs incurred in respect of any late payments. In addition to the foregoing, You acknowledge that, until payment is received by Us, We reserve all of Our rights in relation to the non-payment and may suspend further processing of Authorised Invoices [(including, without limitation, suspending the inclusion of that Authorised Invoice in a Payroll File)] through the Service.

1.6 Service

We do not represent or warrant that the Service generally available through the Site will be uninterrupted or error-free or defect-free or that errors or defects in the Service will be corrected. We do not represent or warrant to You that any electronic files available through the Site or the Service (including, without limitation, Our Materials) will be free of Harmful Code.

1.7 Security

You acknowledge that despite all reasonable precautions on Our part, there is a risk of unauthorised access to, or alteration of, Your transmissions of data, information contained on Your computer system or on this Site or available through the Service. To the maximum extent permitted by law, We shall not be liable for any Loss which You may suffer or incur as a result of such activity.

1.8 Change of Service

We reserve the right to make any changes to the Service as considered by Us necessary or desirable. We will use all reasonable endeavours to give prior notice of such changes on the Site but You acknowledge that prior notice may not be able to be given in respect of all changes (including, without limitation, any urgent necessary changes to remedy errors or defects on the Site or in the Service).

1.9 Lawful use

You must use the Site and the Service for lawful purposes only and ensure that Your access to, or use of, the Site and the Service is not illegal or prohibited by law. It is Your responsibility to obtain legal, financial, accounting and other professional advice in relation to compliance with all Applicable Laws in using the Site and the Service.

You agree at all times to deal with any information or material provided by Us (including, without limitation, the Our Materials) or accessed through the Site (including, without limitation, any Posted Materials) in a manner which complies with all Applicable Laws.

1.10 Misuse of information

You must not misuse, in any way, the Service, or any of Our Materials or the Posted Materials (including, without limitation, copying, adapting, reproducing, storing, distributing, printing, displaying, performing, publishing, communicating to the public or creating derivative works of the whole or any part of Our Materials or the Posted Materials except as expressly permitted by this Agreement, or as is reasonably contemplated by the normal use of the Service). You must not interfere with or disrupt (or attempt to interfere or disrupt) any servers or networks connected to the Site. To the maximum extent permitted by law, We shall not be liable for any Loss suffered or incurred by You arising from or in connection with any Site User's misuse of any Posted Materials Posted by You or any other Site User on the Site.

1.11 Communications with Site Users

In any communications with other Site Users, You must not send threatening, offensive or abusive communication or any communication intended to, or likely to, threaten, offend or abuse another Site User. You must not solicit any business from any other Site User or buy or sell (or attempt to buy or sell) products and/or services (other than Employment of Candidates) through the Site or the Service.

1.12 No misrepresentations

It is a condition of Your use of the Service that You must not either through any act (including, without limitation, Posting information in Your Account Profile, a Candidate Profile, a Job Posting or Job Application) or any omission, engage in conduct which misleads or deceives or is likely to mislead or deceive others. Without limiting the generality of the foregoing: (a) You must not create an Account with a false name, false or misleading contact details or any other false or misleading information; or (b) if You are a company or an individual engaged in the provision of recruitment services (including, but not limited to, a Recruitment Company or a Recruiter), You must not create or use another Account on the Service as a Candidate.

1.13 Information on the Site or available through the Service

We do not warrant or represent the accuracy, completeness or suitability for Your intended use of any information (including, without limitation, any Our Materials or Posted Materials) on the Site or available through the Service. You are responsible for the use of any such information and You should make Your own enquiries to check if the information is accurate, complete and suitable for Your intended use.

None of the Our Materials is intended to constitute recruitment or other professional advice. The Site may contain information that includes the views or recommendations of others that are not necessarily Our views.

The Site may contain links to internet sites maintained by third parties. These links to third party sites are provided for Your convenience. Such links are not under Our control and We are not responsible for the contents (including the accuracy, completeness or suitability for Your intended use) of any linked site or any link contained in a linked site. We do not endorse any information on those linked sites or any associated organisation, product or services.

1.14 Disclaimer

To the maximum extent permitted by law, We shall not be liable for any Loss (including Consequential Loss), howsoever caused (including through our negligence), suffered or incurred by You arising from or in connection with: (a) Your access to, or use of, the Service, this Site, any of Our Materials, any of the Posted Materials or any linked site; (b) any decision or action taken by You in reliance on any of Our Materials or any of the Posted Materials; (c) any error or defect in the Site or the Service; or (d) any contravention by any Site User of any Applicable Laws.

The above disclaimer does not, nor does anything else in these terms and conditions, attempt or purport to exclude liability for death or personal injury caused by Our or Your negligence or under any statute if, and to the extent, such liability cannot be lawfully excluded.

1.15 Statutory warranties

To the maximum extent permitted by law, Our liability under any guarantee, condition or warranty (including, without limitation, any guarantee, condition or warranty of merchantability, acceptable quality, fitness for purpose or fitness for disclosed result), or any other right or remedy, under any legislation or implied into this Agreement by any legislation (Statutory Warranties) is hereby excluded. Where We are liable under any Statutory Warranties, and any legislation avoids or prohibits provisions in a contract excluding or modifying the application of, or exercise of, or liability under, such Statutory Warranties, Our liability for any breach of such Statutory Warranties shall be limited, at Our option, to one or more of the following: (a) if the breach relates to goods: the replacement of the goods or the supply of equivalent goods; the repair of such goods; the cost of replacing the goods or of acquiring equivalent goods; or the cost of having the goods repaired; and (b) if the breach relates to services: the supplying of the services again or the cost of having the services supplied again. You acknowledge and agree that reliance by Us on this limitation of liability is fair and reasonable in all the circumstances.

1.16 Force Majeure

We shall not be liable for any delay or failure to perform Our obligations under this Agreement if such a delay or failure is due to circumstances beyond Our reasonable control.

1.17 Indemnity

You agree to indemnify, and keep indemnified, Us, Our officers, employees and agents (those indemnified) against all Loss suffered or incurred by those indemnified in connection with: (a) any breach of any obligation or warranty under this Agreement by You; (b) any contravention by You of any Applicable Laws; (c) any wilful misconduct by You; or (d) any negligent act or omission by You.

1.18 Copyright

All copyright in Our Materials (including, without limitation, text, graphics, logos, icons, sound recordings and software) is owned by Us. Material procured from a third party may be the subject of copyright owned by that third party. Except as expressly authorised, and subject to the conditions prescribed under Applicable Law, or except as expressly permitted by this Agreement or as reasonably contemplated by the normal use of the Service, You must not breach Our or such third party's copyright, in any form or by any means including by: (a) copying, adapting, reproducing, storing, distributing, printing, displaying, performing, publishing, communicating to the public or creating derivative works of the whole or any part of Our Materials; or (b) commercialising the whole or any part of Our Materials, without Our express written permission or, in the case of third party material, from the owner of the copyright in that material.

1.19 Trade marks

Trade marks used on the Site are a trade mark or registered trade mark of Us or its respective owner. The Search Party and SEARCHPARTY.COM are trade marks of Us. Except to the extent agreed to the contrary in writing, You irrevocably grant to Us permission to use Your name and trade marks to promote Our relationship with You publicly (including on the Site). If You use any trade marks owned by Us in reference to Us, the Site or the Service, You must include a statement attributing that trade mark to Us. You must not use any of Our trade marks: (a) in or as the whole or part of Your own trade marks; (b) in connection with any business, products or services which are not Ours; (c) in a manner which is or may be confusing, misleading or deceptive to any person; or (d) in a manner which disparages Us, the Service or the Site.

1.20 Public statements

You must not release to the public any news release, advertising material, promotional material or any other form of publicity relating to Us without Our prior written permission.

1.21 Termination

We may terminate this Agreement and Your access to the Site and the Service if You breach any provision of this Agreement. We may, at Our discretion, terminate this Agreement and Your access to all or part of the Site and the Service without the need to provide reasons. Termination of this Agreement will not end those provisions that are capable of surviving the ending of this Agreement (including, without limitation, clauses 1.13, 1.14, 1.15, 1.16, 1.17, 1.18, 1.19, 1.20, 1.22, 1.23, 2.2, 2.4, 2.6, 2.8, 4.5 and 5).

1.22 VAT

Unless otherwise stated by Us, all pricing is exclusive of VAT and any other equivalent sales or similar tax.

1.23 General provisions

If We waive, in whole or part, any rights available to us under this Agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion. Any such waiver shall only be effective if given in writing. A failure or delay by Us to exercise any right or remedy provided under these terms and conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy by Us.

If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason, it is to be read down to give it as much effect as possible, or if it is not capable of having any effect at all, it is to be severed from this Agreement, in which case, the remainder of this Agreement shall nevertheless continue in full force.

The laws governing this Agreement will be the laws of England and You irrevocably submit to the non-exclusive jurisdiction of the English courts.

1.24 Linking to Our Site

You may link to Our home page, provided You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists.

You must not establish a link to our Site in any website that is not owned by You. Our sSte must not be framed on any other site, nor may You create a link to any part of our Site other than the home page.

We reserve the right to withdraw linking permission without notice.

If You wish to make any use of content on Our Site other than that set out above, please contact sales@thesearchparty.com.

1.25 Entire Agreement

The Agreement constitutes the entire agreement between the parties in relation to its subject matter. It replaces and extinguishes all prior agreements, draft agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and undertakings of any nature made by or on behalf of the parties, whether oral or written, in relation to that subject matter.

You and We acknowledge that in entering into this Agreement neither You nor We have relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other party in relation to the subject matter of this Agreement at any time before its signature (together Pre-Contractual Statements), other than those which are set out in this Agreement. You and We hereby waive all rights and remedies which might otherwise be available to You and Us in relation to such Pre-Contractual Statements.

Nothing in this paragraph 1.25 shall exclude or restrict the liability of You or Us arising out of pre-contract fraudulent misrepresentation or fraudulent concealment.

2. EMPLOYERS, RECRUITERS AND RECRUITMENT COMPANIES

In addition to any other applicable terms and conditions, if You are an Employer, Recruiter or Recruitment Company, You agree to and are bound by the following terms and conditions in this clause 2.

Part 2A – Terms and Conditions relating to the Service generally

2.1 No endorsement of Candidates or Candidate Profiles

We do not review or vet, nor are We responsible for reviewing or vetting, Candidates, Candidate Profiles or representations (whether oral or in writing) made by those Candidates (including, without limitation, any representations in any Job Applications or Posted Materials).

2.2 Compliance with Privacy Act

You must comply with, and You are responsible for ensuring compliance with, all obligations under Data Protection Legislation in relation to the collection, use, disclosure,a storage and retention of Personal Data in any Candidate Data which You provide, or have access to, using the Service (including, but not limited to, the Marketplace Service). Without limiting the generality of the foregoing, You must: (a) not do any act, or engage in any practice in respect of Candidate Data that would contravene Data Protection Legislation; (b) comply with any directions, guidelines, determinations, rulings or recommendations of the UK Information Commissioner in respect of dealings with Candidate Data; (c) immediately notify Us if You become aware of a breach or possible breach of the Data Protection Legislation in respect of any Candidate Data; (d) if You are a Recruiter or Recruitment Company, immediately remove Personal Information in Candidate Data from the Service where a complaint or other request to do so has been made by a Candidate; and (e) ensure that any of Your personnel who are required to deal with Candidate Data are aware of the obligations set out in this clause 2.2.

You agree that You are the data controller and that We are the data processor in respect of any Personal Data within the Candidate Data that you provide within the Service. We agree that We will:

  1. a) only carry out processing of the Personal Data within the Candidate Data in accordance with Your instructions from time to time which may include setting retention limits for the deletion of such Personal Data from the Marketplace Service and amending such Personal Data on your behalf directly following a request from a Candidate;
  2. b) implement appropriate technical and organizational measures to protect the Personal Data against unauthorised or unlawful processing and accidental destruction or loss, so as to allow You to comply with Your obligations under the Data Protection Legislation;
  3. c) include in any contract with sub-contractors who will process Personal Data directly or indirectly on Your behalf, provisions in Your favour which are substantially similar to those in this clause 2.2.

Notwithstanding the above, You agree that We may use anonymous and/or aggregate data regarding the use of the Marketplace Service for our own purposes, including sharing such data with third parties.

2.3 Creating Candidate Profiles

If You are a Recruiter or a Recruitment Company and create an Account, on behalf of a Candidate, You represent and warrant to Us that You are authorised by that Candidate to do so.

If You are a Recruiter or a Recruitment Company and You provide Candidate Data about a Candidate, You represent and warrant to Us that: ( (a) You have either: (i) obtained the Consent of the Candidate to provide any Personal Data comprised in such Candidate Data or (ii) You have anonymized and removed any Personal Data from the Candidate Data before using it in a Candidate Profile on the Marketplace Service, following specific guidelines from the Information Commissioner's Officer with regard to the anonymisation of personal data and have specifically approved it before making it available through the Marketplace Service; (b) You have verified the accuracy of such Candidate Data before Posting it on the Service; and (c) You will maintain the accuracy of such Candidate Data and You will remove the Candidate Data from the Marketplace Service once it is no longer required for Your recruitment purposes.

If You are a Recruiter or a Recruitment Company, You can control the type of information about a Candidate on the Marketplace Service. We provide tools to assist You to designate certain information in Candidate Profiles as being unsearchable through the Marketplace Service, where such information may identify the Candidate. We provide such tools through a pre-production instance of the Service which allows You to review information in a Candidate Profile before it is published on the production instance of the Service.

2.4 Job Postings

You grant an irrevocable, perpetual, royalty-free license to Candidates to download Job Postings Posted by You for the purpose of making Job Applications.

2.5 Prohibited commissions

You agree not to ask or require any Site User to pay any charge or other amount whatsoever to You to make a Job Application for any Job Posting or respond to any Job Posting Posted by You on the Site, whether such charge or amount is asked or required of the Site User in the Job Posting itself or in any communication with the Site User that takes places as a result of a Job Posting Posted on the Site. If You are a Recruitment Company or a Recruiter, You agree not to ask or require any Site User to pay any charge or other amount whatsoever to You to Post a Job Posting on their behalf. The foregoing does not prevent Employers paying Recruitment Commissions in accordance with these terms and conditions.

2.6 Compliance with legal obligations

You must comply with all contractual, statutory and other legal obligations owed by You to any Candidate in relation to the recruitment, placement or Employment of that Candidate including compliance with the Conduct of Employment Agencies and Employment Businesses Regulations 2003.

2.7 Implementation Services

If You are a Recruitment Company and require assistance with setting up of, or migration of Content to, the Service, We will provide you with the Implementation Services under a Contract (if any) with You. Alternatively, You may engage with an approved data migration partner, available through the Search Party Partner Network provided by Us, who will migrate Your data under a contract directly with You.

If specified in a Contract, You must pay any Setup Fee in respect of Implementation Services in advance. In addition, if there is any material change in scope, complexity or timing of the Implementation Services to be performed or any delay or failure on Your part to comply with your obligations in respect of the Implementation Services, You must pay for any resultant additional work performed by Us on a time and materials basis at Our Standard Rates.

We will provide You with a primary contact during the Implementation Services, advise you once the Implementation Services are complete and provide you with acceptance testing criteria for testing the Service. Subject to Your compliance with Your obligations below, We will use Our reasonable endeavours to ensure all Your Content is migrated within fourteen (14) days of being provided Your Content (including, by any approved data migration partner) in Our approved format.

You must provide all Your Content for use in the Service. You must use an approved data migration partner to extract and prepare all Your Content for migration to the Service to Our approved format. We are not responsible for any delay or failure by the data migration partner to prepare Your Content in Our approved format. Upon completion of the Implementation Services, You are responsible for confirming the accuracy and completeness of any migration of Content and You must conduct acceptance testing and cooperate with Us to resolve any issues arising from such testing.

Subject to clause 2.14, You shall retain ownership of all Your Content migrated or Posted onto the Service. You acknowledge that You will not have access to Your Content upon suspension or cancellation of Your Account.

If You have migrated Candidate Profiles onto the Marketplace Service, You agree that all Candidate Profiles so migrated must remain available on the Marketplace Service for not less than 6 months. The foregoing does not prevent removal of individual Candidate Profiles at the express request of the Candidate. After that 6 month period, subject to clause 2.14, You may request removal of the Candidate Profiles by giving not less than 30 days notice in writing to Us.

2.8 Fixed term

If you are a Recruitment Company, Your Contract (if any) may specify a Fixed Term. This agreement continues for the Fixed Term unless earlier terminated.

You may terminate this Agreement by giving not less than 30 days written notice to Us provided that, if a Fixed Term is specified in a Contract, You must pay to Us, by way of liquidated damages, a cancellation charge equal to the the average (over the 3 months immediately preceding the month of termination) of the actual monthly Service Fees or the Minimum Fees, whichever is the greater, multiplied the number of months, or part thereof, between the date of termination and the end of the Fixed Term. You acknowledge and agree that the amount of the cancellation charge is a genuine pre-estimate of the loss and damage suffered by Us by the termination of this Agreement.

This Agreement shall continue once the Fixed Term ends on a month to month basis unless earlier terminated by You in accordance with this Agreement.

2.9 Provision of recruitment services

If you are an Employer, you consent to Us, or any of Our subsidiaries, providing recruitment services on behalf of a Recruitment Company. A copy of the agreement to provide such recruitment services between Us, or Our subsidiary (as appropriate), and the Recruitment Company is available from Us on request.

Part 2B – Terms and Conditions relating to the Recruiter Tools

2.10 Verification and authorisation

In respect of the Employment of a Candidate: (a) the relevant Employer (or an Employing Line Manager acting on behalf of the Employer) is responsible for verifying and authorising timesheets for that Candidate using the Service; (b) the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) is responsible for verifying and authorising timesheets for that Candidate using the Service, if the Employer or its Employing Line Manager is unable or unwilling to do so; and (c) the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) is responsible for ensuring that the Candidate provides such documents and other information necessary for the purposes of verifying timesheets for that Candidate as correct.

In respect of the Employment of Candidates recruited by a Recruitment Company, the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) is responsible for verifying and authorising Authorised Invoices generated through the Service.

We do not verify or otherwise test, nor are We responsible for verifying or testing: (a) timesheets for Candidates generated through the Service; (b) Authorised Invoices generated through the Service; or (c) the currency or validity of any authorisations by any Site User using the Service or the capacity of any Site User purporting to be authorised to provide such authorisation.

Part 2C – Terms and Conditions relating to the Marketplace Service

2.11 Dealing with Candidates and Candidate Data using the Marketplace Service

You must comply with, and not do anything to cause another Site User to fail to comply with, the following processes for dealing with Candidates and Candidate Data using the Marketplace Service: (a) if a Candidate is identified for a Job Posting of an Employer through a Candidate Profile Posted using the Marketplace Service, the relevant Recruiter who Posted the Candidate Profile will be notified and that Recruiter must contact the Candidate to request express Consent to provide further Candidate Data to the Employer; (b) if an Employer is notified of a Candidate through use of the Marketplace Service, the Employer must not make direct contact with the Candidate, disclose to any third party the identity of the Candidate (whether suspected or known) or use a Candidate Profile or any other Candidate Data for any purpose other than filling an actual Job vacancy of the Employer; and (c) if the Recruiter obtains express Consent to do so, the Recruiter will provide further Candidate Data to the Employer through the Service. You acknowledge that, if You are an Employer and You make direct contact with a Candidate which leads to Employment of that Candidate, You must pay to Us our Marketplace Fees in respect of that Employment as if it were a result of the Candidate being placed in a Job through the Marketplace Service . You acknowledge that, if You are an Employer, not all Candidates available through the Marketplace Service may be actively seeking Employment, a Candidate Profile may have been Posted by a Recruiter merely as a result of previous dealings by that Candidate with the Recruiter and You will not use any information obtained through the Marketplace Service about a Candidate who is an employee of You other than in accordance with these terms and conditions.

2.12 Recruitment Commissions – Recruitment Companies

If You are a Recruitment Company and You use the Marketplace Service, You acknowledge that all Recruitment Commissions must be processed through the Marketplace Service. We will prepare Our Invoices and invoice Employers for all Recruitment Commissions and collect all Our Invoices for Recruitment Commissions through the Marketplace Service. You agree that We may invoice You for, and deduct from each Recruitment Commission collected by Us, the Marketplace Fees in respect of those Recruitment Commissions.

Unless expressly agreed in writing to the contrary, You agree that We shall remit the balance (after deduction of Our Marketplace Fees) of any Recruitment Commission collected in respect of a Candidate’s Employment subject to retaining any applicable amounts until any applicable Guarantee Periods for each respective Candidate’s Employment have passed (Retained Amounts). For the avoidance of doubt, if more than one Guarantee Period applies to a Candidate, We shall be entitled to deduct Our Marketplace Fees prior to remitting the balance of the first Retained Amount to You and We shall only remit subsequent Retained Amounts after each subsequent Guarantee Period has passed.

You acknowledge and agree that it is solely Your responsibility to provide (and We are not responsible for, or liable in any way, for the provision of) the replacement services.

Applicable to 50% Credit and 100% Guarantee options:
Where an Employer has paid their Invoice on time, We will pay You 50% of the Recruitment Commission (after the deduction of Our Marketplace Fees) within 7 days of the Candidate Start Date. The balance will be paid to You in accordance with the terms agreed through the platform.

Applicable to Free Replacement guarantee options:
Where an Employer has paid their Invoice on time, We will pay You 100% of the Recruitment Commission (after the deduction of Our Marketplace Fees) once funds are received from the Employer.

You agree that we have no obligation to pay the balance of any Recruitment Commission in respect of a Candidate’s Employment unless and until we collect the Recruitment Commission for that Candidate’s Employment, and we shall pay this balance (in accordance with the agreed placement terms with the Employer through the platform) to You within 7 days of receipt of the respective Recruitment Commission by Us, subject to the Candidate commencing employment. We shall be entitled to create a RCTI in respect of any balance of Recruitment Commission remitted to You.

Where an Employer claims Our 100% guarantee for a Candidate that was placed through Your company and the Employer has selected You to find a suitable replacement, You are entitled to a new placement fee (after deduction of Our Marketplace Fees) less the guarantee that You have already been paid.

2.13 Recruitment Commissions – Employers

If You are an Employer, You acknowledge that We may invoice You Our Invoice and collect all Recruitment Commissions payable by You through the Marketplace Service. You agree that We may deduct from each Recruitment Commission collected by Us, the Marketplace Fees payable to Us in respect of those Marketplace Fees provided that, if a Candidate’s Employment terminates for any reason prior to the expiration of any Guarantee Period in respect of that Candidate, we shall credit You the balance of the relevant Rebateable Portion of the Recruitment Commission (after deduction of Our Marketplace Fees) to You.

You will receive a credit note to the value of the Rebateable Portion of the Recruitment Commission, to be used by You in respect of future services. The credit note may be used towards any future placement with any Recruiter on the platform. Credit notes cannot be redeemed for cash or transferred to another party. The credit shall apply if the Candidate’s Employment terminates for any reason prior to the expiration of a relevant Guarantee Period if a fee rebate guarantee was selected by You. If You have selected a free replacement guarantee, then You acknowledge and agree that it is solely the Recruiter’s responsibility to provide (and We are not responsible for, or liable in any way, for the provision of) the replacement services.

Our invoices to You for recruitment commissions will be due on the latter of 14 days from placement date or the day following Candidate start date. If a candidate who is placed does not present on their first day, 100% of the fee, including our Marketplace Fees will be refunded to You. Where a Candidate has commenced employment, i.e. presented on day one, any guarantees or rebates agreed through the platform will take effect.

Failure of an Employer to pay an invoice for recruitment commissions on time voids any agreed guarantee and rebate terms, and will lead to legal proceedings in pursuit of the fees owing.

If You selected the 100% Guarantee, the following conditions apply:

Where a Candidate has commenced employment, and does not meet the agreed role requirements within the first 30 days of employment, and You terminate their employment, We will credit 100% of any fees You have paid (including our Marketplace Commission). To initiate Your claim, You must notify Us and the Recruiter by email, and in the platform, within 24 hours of the new hire failing to meet Your requirements. The credit is available for one use only and is valid for twelve months starting from the failed hire’s last day of employment. The credit may be used to hire a replacement or for a new role. If the second placement does not work out, you will not be eligible for another 100% credit outside of any role-specific guarantee You may have agreed with a recruiter.

For the avoidance of doubt, there is no 100% guarantee on contract roles.

2.14 Recruitment Commissions – Exclusions

Despite any other provision of these terms and conditions, no Recruitment Commission is payable to a Recruitment Company (Relevant Recruitment Company) in respect of any Candidate Employed by an Employer in a Job if: (a) on the date on which the Candidate Profile for that Candidate was provided to the Employer: (i) the Candidate had previously been introduced to the Employer (whether by a Recruitment Company (other than the Relevant Recruitment Company) using the Service or any other provider of recruitment services by any other means) for that Job or any substantially similar role at any time in the previous 6 months; or (ii) the Employer had independently made contact with (and can provide evidence to support this contact having been made), within the previous 1 month, or had discussions with, the relevant Candidate for that Job or any substantially similar role and the Candidate had not been rejected for that Job or role, within the previous 1 month; or (b) the date on which the Employer Employed the Candidate in that Job or any other role was more than 6 months after the date on which the Candidate Profile for that Candidate was provided to the Employer by the Recruitment Company.

2.15 Candidate’s rights in respect of Candidate Profiles

Despite any other provisions of these terms and conditions, if (a) any Candidate Profile is migrated onto, or created on, the Marketplace Service by a Recruiter Company and (b) an Account is established for the Candidate to whom the Candidate Profile relates on the Marketplace Service, then, despite any termination or suspension of access by the Recruitment Company to the Service, that Candidate Profile shall remain on the Marketplace Service to be accessed and used by the Candidate.

Part 2D – Introduced Employer Incentive Plan

This Part applies to You if You are a Recruitment Company and You use the Marketplace Service. If:

  1. (a) You introduce to us, through a marketing campaign which shares Your referral link from your account in the Marketplace Service, an Employer client of Yours; and
  2. (b) within 7 days of the date of the introduction (Introduction Date), that Employer creates an Account in their capacity as an Employer on the Site (Introduced Employer), save that an Employer shall not be regarded as an Introduced Employer if the Employer currently has, or had in the six (6) months prior to the Introduction Date, an Account on the Marketplace Service or is currently being approached by Us to become an Employer on the Marketplace; and
  3. (c) at any time in the 12 month period immediately after the Introduction Date, a Candidate is Employed by that Introduced Employer through another Recruitment Company (not related to You) using the Marketplace Service,

We will pay to You a commission equal to 5% of the Recruitment Commission paid by that Introduced Employer in respect of Candidate (Introduction Commission). For the avoidance of doubt, no Introduction Commission is payable to You in relation to an Employer that is not an Introduced Employer (as defined above). Within thirty (30) days of the end of each calendar quarter, We will pay to You all Introduction Commissions calculated on Recruitment Commission, in respect of which the relevant Marketplace Fees which relate to the relevant Recruitment Commission are received in that calendar quarter or We may set off the amount of Introduction Commissions owed to You against any amount You owe to Us in respect of the Marketplace Service.

3. CANDIDATES

In addition to any other applicable terms and conditions, if You are a Candidate, You agree to and are bound by the following terms and conditions in this clause 3.

3.1 Information for personal, non-commercial use only

You agree that information contained on this Site is for personal use only and may not be sold, redistributed or used for any commercial purpose (including, without limitation, the use of Employer's contact details for making unsolicited commercial correspondence). You may download Our Materials and Posted Materials from this Site for personal, non-commercial use only, provided You keep intact all copyright and other proprietary notices.

3.2 No endorsement of Job Advertisements

We do not endorse nor recommend any of the Job Postings on the Site or any Employer, Employing Line Manager, Recruiter or Recruitment Company. It is solely Your responsibility to evaluate each Job Posting and all Our Materials and Posted Materials provided through the Site or the Service generally.

3.3 Authority of Recruiters and Recruitment Companies

We do not verify or otherwise test, nor are We responsible for verifying or testing, the currency or validity of the authorisation of, or any Consent obtained by, any Recruiter or Recruitment Company who creates an Account, or Posts information in a Candidate Profile, on behalf of You.

3.4 No guarantee of Job vacancy

We do not represent or warrant to You the continued availability of any particular Job advertised in any Job Posting. We shall not be liable for any Loss suffered or incurred by You arising from or in connection with any Job not being available.

4. POSTING CONDITIONS

In addition to any of other applicable terms and conditions, if You Post any Posted Materials on the Site, You agree to and are bound by the terms and conditions in this clause 4.

4.1 Content

It is Your responsibility to check any Posted Materials Posted by You on the Site for any errors as soon as it is Posted on the Site. We shall not be liable for any errors in Posted Materials Posted on the Site.

You agree not to use any feature of the Site or the Service or any other means to send unsolicited commercial correspondence to Site Users, whether individually or as a group.

You are not permitted to insert links to an external website within the details of a Job Posting without Our express written approval. Such approval may be, in Our absolute discretion, subject to specific terms and conditions.

We reserve the right to review any Job Posting prior to publication on the Site or any time thereafter and to remove any Job Posting if it: (a) relates to an Excluded Category; (b) does not comply with these terms and conditions; or (c) does not comply (in Our opinion) with any Applicable Laws.

4.2 Correcting Your Profile

We reserve the right to delete or correct Your Account Profile or Candidate Profile if You enter Your details into an incorrect field when using the Service. You agree that it is Your responsibly to ensure that You enter Your details into the correct field in Your Account Profile or Candidate Profile.

4.3 Job Category

You must ensure that any Job Postings Posted to the Site are Posted to the appropriate Job Category on the Site. It is solely Your responsibility to ensure that You familiarise Yourself with the advertising requirements of each available Job Category on the Site to ensure appropriate placement of Job Postings.

4.4 Complying with equal opportunity laws

Without limiting the generality of any provision of these terms and conditions, in connection with the Posting of any Job Posting using the Service, You must comply with all Applicable Laws relating to anti-discrimination and equal opportunity. Where an exemption to comply with any of these Applicable Laws has been granted, the exemption number must be included in the Job Posting posted by You.

4.5 Warranties

You represent, warrant and undertake to Us that: (a) all Posted Materials Posted by You on the Site do not breach any Applicable Laws; (b) all Posted Materials Posted by You on the Site do not breach any Intellectual Property rights of any third party; and (c) all Posted Materials Posted by You on the Site will be free of Harmful Code.

4.6 Our obligations

We will use all reasonable endeavours to publish Job Postings promptly, to ensure that any disruptions to, or a denial of access to the Service, are remedied as soon as commercially practicable and to avoid introducing errors in Posted Materials.

5. DEFINITIONS

In these terms and conditions, unless the context otherwise requires:

  • Account means an account on the Site (either as Candidate, Recruiter, Recruitment Company, Employer or Employing Line Manager) for a Service created by You.
  • Account profile means profile information in relation to an Account.
  • Agreed Percentage means the percentage rate at Our Standard Rates or as may be agreed in a Contract.
  • Agreement means the Agreement between You and Us comprising these terms and conditions.
  • Applicable Laws means any and all statutes, regulations, by-laws, ordinances or subordinate legislation in force from time to time which pertains to Your use of, and access to, the Site and the Service and the Posting of any Posted Materials on the Site and includes, without limitation, Data Protection Legislation, Conduct of Employment Agencies and Employment Businesses Regulations 2003 and those relating to equal opportunity, anti-discrimination, immigration, trade practices, fair trading, Intellectual Property, privacy and confidentiality.
  • Authorised Invoice means an invoice in respect of a Candidate authorised by the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) produced by Us for a Recruitment Company through the Service.
  • Candidate means an individual who uses the Service to create an Account to connect with Recruiters and Employers to find Employment or an individual in respect of whom a Recruiter has [created an Account and/or Candidate Profile] using the Service.
  • Candidate Data means any information or data in relation to a Candidate including, without limitation, information or data provided through the creation of an Account, Posting of information in an Account Profile or Candidate Profile or otherwise provided about a Candidate through the Service.
  • Candidate Profile means profile information in relation to a Candidate.
  • Consequential Loss means, whether direct or indirect: any type of consequential, incidental, special, exemplary or punitive losses or damage of any kind; loss of profits; loss of opportunity; loss of goodwill; a loss of, or corruption to, data; a loss of revenues; a loss of anticipated savings; or a loss of business; and any costs or expenses incurred in connection with the foregoing.
  • Consent has the same meaning given to the term under the EU Data Protection Directive 95/46/EC.
  • Content means content (including, without limitation, Candidate Data) migrated or Posted by a Recruiter or Recruitment Company onto the Service.
  • Contract means a document signed by an authorised representative of You and Us which expressly states any or all of the Agreed Percentage, Fixed Term, Implementation Services, Implementation Fees, Minimum Fees, and Setup Fee (if any) applicable to You and states that it does so under these terms and conditions.
  • Data Protection Legislation means the EU Data Protection Directive 95/46/EC and EU Directive 2002/58/EC, in each case, as amended (and in particular amendments made by Directive 2009/136/EC) and all applicable national implementing legislation and guidelines including without limitation the Data Protection Act 1998;
  • Employer means an individual, firm or company which uses the Service to find Candidates for Employment.
  • Employing Line Manager means an individual employed or engaged by an Employer who uses the Service to manage Candidates on behalf of that Employer.
  • Employment means employment of any kind.
  • Excluded Categories means any Jobs which are illegal, in contravention of any Applicable Law or offensive to the public and any categories of Employment notified by Us from time to time on the Site as being an Excluded Category and includes any Job involving the Candidate being required to take a business or financial interest (including, without limitation, as a shareholder, unitholder, partner, joint venturer, syndicate member or financier).
  • Fixed Term means the term so specified in a Contract.
  • Guarantee Period means any agreed guarantee period agreed between the Recruitment Company and the Employer through use of the Marketplace Service.
  • Harmful Code means any computer virus, trojan, worm or other computer code that, directly or indirectly, is harmful or disabling or which assists in or enables unauthorised access to or corruption of data.
  • Implementation Fees means the fees so specified in a Contract.
  • Implementation Services means the services so specified in a Contract.
  • Intellectual Property means any registered or unregistered rights, title or interest in any copyrights (including copyrights in computer programmes), patents, inventions, discoveries, trade marks, business names, designs, databases, know-how or confidential information or any rights of a similar nature whether arising under or granted under the laws of England or anywhere else in the world.
  • Interest Rate means the rate of interest set under the Late Payment of Commercial Debts (Interest) Act 1998, as may be amended from time to time.
  • Job means Employment that a Candidate undertakes for an Employer under an employment or other contract between the Candidate and, as the context requires, the Employer or a Recruitment Company.
  • Job Application means an application by a Candidate for a Job using the Service.
  • Job Category means the categories of Jobs notified on the Site from time to time.
  • Job Posting means a Posting of a Job by a Recruitment Company or an Employer using the Service.
  • Loss means loss, financial penalties or damage of any kind (including liability to a third party).
  • Marketplace Fees means the fees payable for use of the Marketplace Service being equal to 20% of the relevant Recruitment Commissions payable by an Employer to a Recruitment Company.
  • Marketplace Service means the recruitment service that allows Employers to search, at the same time, Candidate Profiles from more than one Recruitment Company provided by Us as part of the Service.
  • Migration Services means the services so specified in a Contract.
  • Minimum Fees means any minimum fees (such as any fixed amount per user per month) payable for use of the Service as so specified in a Contract.
  • Our Invoice means Our invoice produced by Us.
  • Our Materials means all information and materials made available on the Site or through the Service (including, without limitation, the Payroll Files) but excludes Posted Materials.
  • Payroll Files means all electronic files provided through the Service to Recruitment Companies in relation to payroll reporting, electronic funds transfer (EFT) files, payslips, end-of-year reporting for taxation purposes or pension payment files.
  • Personal Data has the same meaning given to the term under the applicable Data Protection Legislation.
  • Post means to make available information and/or other materials on the Site or through the Service.
  • Posted Materials means any information or materials Posted by Site Users (including, without limitation, any information in an Account Profile, Candidate Profile, Job Posting or Job Application).
  • Rebateable Portion means that proportion of the Recruitment Commission to be rebated to the Employer
  • Recruiter means an individual who uses the Service to offer Employment recruitment services on behalf of a Recruitment Company.
  • Recruiter Commission means commission payable to a Recruitment Company for provision of recruitment services to an Employer as agreed between the Recruitment Company and the Employer through use of the Marketplace Service.
  • Recruitment Company means a firm or company which uses the Service to provide Employment services to Employers.
  • Recruiter Tools means those parts of the Service other than the Marketplace Service.
  • Registered Recruitment Company means a Recruitment Company which is a Registered User of the Service.
  • Registered User means a Site User registered with the Service.
  • Service means the recruitment and social networking services provided to You by Us through the Site comprising the Recruiter Tools and the Marketplace Service.
  • Service Fees means the fees payable for use of the Service in accordance with our Standard Rates or as may be agreed in a Contract.
  • Setup Fee means the fee so specified in a Contract.
  • Site means the website operated by Us at www.searchparty.com.
  • Site User means any person who has access to, or uses, the Site and includes Registered Users and Visitors.
  • Standard Payment Terms means 14 days from the date of invoice.
  • Standard Rates means our rates of fees and charges for the Service as notified on the Site from time to time. Your continued use of the Site and the Service following such notification will represent an agreement by You to be bound by those Standard Rates as amended.
  • Visitor means any person who has access to, or uses, the Site without having registered for the Service.
  • We, Us, Our means The Search Party Ltd (Company No. 8821150) trading as searchparty.com.
  • You, Yourself, Your means any person, business, company or organisation who is a Site User.

These terms and conditions form a legally binding agreement between You and Us. You acknowledge and agree that these terms and conditions apply to Your access to, and use of, this Site and this Service available through this Site. In accessing or using this Site or using the Service, You acknowledge that You have read and understood, and agree to be bound by, these terms and conditions. If You do not accept these terms and conditions, then You must refrain from accessing and using this Site and using the Service.

1. GENERAL TERMS AND CONDITIONS

1.1 Privacy and Cookie Statement

Our Privacy and Cookie Statement forms part of this Agreement and is set out on this Site and shall apply to You and Your use of this Site and the Service.

1.2 Amendments to terms and conditions

We reserve the right to amend these terms and conditions at any time. Any amendments shall be effective immediately upon notification on the Site. Your continued use of the Site and the Service following such notification will represent an agreement by You to be bound by the terms and conditions as amended.

1.3 Visitors

As a Visitor to the Site, you are also bound by the provisions of these terms and conditions.

1.4 Accounts

You may become a Registered User. To become a Registered User, You must create an Account.

You acknowledge and agree that: (a) access to, and use of, some parts of the Service (including, but not limited to, the Marketplace Service) shall only be available to Registered Users of the Service; and (b) We may change from time to time those parts of the Service that are only available to Registered Users. Those parts of the Service which are only available to Registered Users will be notified on this Site.

You may create an Account as a Candidate, Recruiter, Recruitment Company, Employer or Employing Line Manager. To create an Account, You must complete all information required on the Site for that type of Account.

For each Account, You must provide a password and a login name. You are entirely responsible to maintain the confidentiality of Your password and login name. Furthermore, You are responsible for any and all activities by You or any other Site User using Your login name. You may change Your password at any time by following instructions on the Site. You may also change Your login name by contacting Us through the Site.

It is a condition of creation of an Account and use of the Service that: (a) if you are a Recruiter, Recruitment Company, Employer or Employing Line Manager, You are residing in Canada (Subscriber Country); (b) You are capable of forming a legally binding contract; (c) You hold a valid email address; (d) You are a body corporate registered in a Subscriber Country, a partnership under the laws of a Subscriber Country, a government authority or agency of a Subscriber Country, an association (incorporated or unincorporated) under laws of a Subscriber Country or an individual who is at least 18 years old; and (e) You are not acting in capacity as a trustee of any other person.

If You are a Recruitment Company or an Employer, the first user of an Account will be granted administrative rights to manage individual Accounts for Recruiters or Employers under that Account. You may change Your administrator from time to time by notice to Us and elect up to two (2) additional Recruiters or individuals to hold administrator rights. Only administrators may replace or add Recruiters or Employers under that Account.

1.5 Payments and Fees

If You are a Candidate, We will not charge you any fees for using the Service.

If You are a Registered Recruitment Company, You must pay the Implementation Fees and the Service Fees in accordance with our Standard Payment Terms. The Service Fees shall be calculated, each month, as the total amount of the Agreed Percentage of the total value of the Authorised Invoices processed in that month using the Service or any Minimum Fees, whichever is the greater. If You use the Marketplace Service, You must pay the Marketplace Fees in accordance with our Standard Payment Terms. We reserve the right to charge an additional fee in relation to bank processing charges imposed on Us in respect of payments under this Agreement.

If You are an Employer, You must pay any Service Fees applicable to Your use of the Service and any Recruitment Commissions in accordance with clause 2.12.

You acknowledge that We may amend the Service Fees (including, without limitation, adding a new fee or charge or replacing an existing fee or charge) and/or the Standard Rates at any time by notification on such amendments on the Site from time to time or otherwise upon notice to You. Your continued use of the Site and the Service following either form of notification will represent an agreement by You to be bound by those Service Fees and/or Standard Rates as amended.

You consent to us, directly or through third parties, making any inquiries we consider necessary to prove Your company's identity or creditworthiness (including, without limitation, ordering a credit report, performing other credit checks and verifying the information You provide Us against third party databases).

We may terminate or suspend Your access to, and use of, the Service, in whole or in part, if You are late in payment of any Service Fees under this Agreement (including, without limitation, where any credit/debit card payment is declined).

Failure of an Employer to pay an invoice for recruitment commissions on time voids any agreed guarantee and rebate terms.

Our preferred method of payment in respect of the Service (other than Marketplace Service) is by credit/debit card though the Site. Payment is made by a secure server, which will encrypt each transaction as a security precaution, and all credit/debit card payments must be made in Canadian Dollars only. We may charge You interest on late payments at the Interest Rate from (and including) the date of due payment until (but excluding) the date of payment in full (with interest) and We reserve the right to recoup any collection costs incurred in respect of any late payments. In addition to the foregoing, You acknowledge that, until payment is received by Us, We reserve all of Our rights in relation to the non-payment and may suspend further processing of Authorised Invoices (including, without limitation, suspending the inclusion of that Authorised Invoice in a Payroll File) through the Service.

1.6 Service

We do not represent or warrant that the Service generally available through the Site will be uninterrupted or error-free or defect-free or that errors or defects in the Service will be corrected. We do not represent or warrant to You that any electronic files available through the Site or the Service (including, without limitation, Our Materials) will be free of Harmful Code.

1.7 Security

You acknowledge that despite all reasonable precautions on Our part, there is a risk of unauthorised access to, or alteration of, Your transmissions of data, information contained on Your computer system or on this Site or available through the Service. To the maximum extent permitted by law, We shall not be liable for any Loss which You may suffer or incur as a result of such activity.

1.8 Change of Service

We reserve the right to make any changes to the Service as considered by Us necessary or desirable. We will use all reasonable endeavours to give prior notice of such changes on the Site but You acknowledge that prior notice may not be able to be given in respect of all changes (including, without limitation, any urgent necessary changes to remedy errors or defects on the Site or in the Service).

1.9 Lawful use

You must use the Site and the Service for lawful purposes only and ensure that Your access to, or use of, the Site and the Service is not illegal or prohibited by law. It is Your responsibility to obtain legal, financial, accounting and other professional advice in relation to compliance with all Applicable Laws in using the Site and the Service.

You agree at all times to deal with any information or material provided by Us (including, without limitation, the Our Materials) or accessed through the Site (including, without limitation, any Posted Materials) in a manner which complies with all Applicable Laws.

1.10 Misuse of information

You must not misuse, in any way, the Service, or any of Our Materials or the Posted Materials (including, without limitation, copying, adapting, reproducing, storing, distributing, printing, displaying, performing, publishing, communicating to the public or creating derivative works of the whole or any part of Our Materials or the Posted Materials except as expressly permitted by this Agreement, or as is reasonably contemplated by the normal use of the Service). You must not interfere with or disrupt (or attempt to interfere or disrupt) any servers or networks connected to the Site. To the maximum extent permitted by law, We shall not be liable for any Loss suffered or incurred by You arising from or in connection with any Site User's misuse of any Posted Materials Posted by You or any other Site User on the Site.

1.11 Communications with Site Users

In any communications with other Site Users, You must not send threatening, offensive or abusive communication or any communication intended to, or likely to, threaten, offend or abuse another Site User. You must not solicit any business from any other Site User or buy or sell (or attempt to buy or sell) products and/or services (other than Employment of Candidates) through the Site or the Service.

1.12 No misrepresentations

It is a condition of Your use of the Service that You must not either through any act (including, without limitation, Posting information in Your Account Profile, a Candidate Profile, a Job Posting or Job Application) or any omission, engage in conduct which misleads or deceives or is likely to mislead or deceive others. Without limiting the generality of the foregoing: (a) You must not create an Account with a false name, false or misleading contact details or any other false or misleading information; or (b) if You are a company or an individual engaged in the provision of recruitment services (including, but not limited to, a Recruitment Company or a Recruiter), You must not create or use another Account on the Service as a Candidate.

1.13 Information on the Site or available through the Service

We do not warrant or represent the accuracy, completeness or suitability for Your intended use of any information (including, without limitation, any Our Materials or Posted Materials) on the Site or available through the Service. You are responsible for the use of any such information and You should make Your own enquiries to check if the information is accurate, complete and suitable for Your intended use.

None of the Our Materials is intended to constitute recruitment or other professional advice. The Site may contain information that includes the views or recommendations of others that are not necessarily Our views.

The Site may contain links to internet sites maintained by third parties. These links to third party sites are provided for Your convenience. Such links are not under Our control and We are not responsible for the contents (including the accuracy, completeness or suitability for Your intended use) of any linked site or any link contained in a linked site. We do not endorse any information on those linked sites or any associated organisation, product or services.

1.14 Disclaimer

To the maximum extent permitted by law, We shall not be liable for any Loss (including Consequential Loss), howsoever caused (including through our negligence), suffered or incurred by You arising from or in connection with: (a) Your access to, or use of, the Service, this Site, any of Our Materials, any of the Posted Materials or any linked site; (b) any decision or action taken by You in reliance on any of Our Materials or any of the Posted Materials; (c) any error or defect in the Site or the Service; or (d) any contravention by any Site User of any Applicable Laws.

The above disclaimer does not, nor does anything else in these terms and conditions, attempt or purport to exclude liability for death or personal injury caused by Our or Your negligence or under any statute if, and to the extent, such liability cannot be lawfully excluded.

1.15 Statutory warranties

To the maximum extent permitted by law, Our liability under any guarantee, condition or warranty (including, without limitation, any guarantee, condition or warranty of merchantability, acceptable quality, fitness for purpose or fitness for disclosed result), or any other right or remedy, under any legislation or implied into this Agreement by any legislation (Statutory Warranties) is hereby excluded. Where We are liable under any Statutory Warranties, and any legislation avoids or prohibits provisions in a contract excluding or modifying the application of, or exercise of, or liability under, such Statutory Warranties, Our liability for any breach of such Statutory Warranties shall be limited, at Our option, to one or more of the following: (a) if the breach relates to goods: the replacement of the goods or the supply of equivalent goods; the repair of such goods; the cost of replacing the goods or of acquiring equivalent goods; or the cost of having the goods repaired; and (b) if the breach relates to services: the supplying of the services again or the cost of having the services supplied again. You acknowledge and agree that reliance by Us on this limitation of liability is fair and reasonable in all the circumstances.

1.16 Force Majeure

We shall not be liable for any delay or failure to perform Our obligations under this Agreement if such a delay or failure is due to circumstances beyond Our reasonable control.

1.17 Indemnity

You agree to be liable for, and shall indemnify and save harmless, Us, Our officers, employees and agents (those indemnified) against all Loss suffered or incurred by those indemnified in connection with: (a) any breach of any obligation or warranty under this Agreement by You; (b) any contravention by You of any Applicable Laws; (c) any wilful misconduct by You; (d) any negligent act or omission by You; or (e) all manner of actions, causes of actions, proceedings, claims, demands, losses, costs (including legal costs on a solicitor and client basis), damages and expenses whatsoever which may be brought or made against those indemnified or which those indemnified may sustain, pay or incur in connection the Agreement.

1.18 Copyright

All copyright in Our Materials (including, without limitation, text, graphics, logos, icons, sound recordings and software) is owned by Us. Material procured from a third party may be the subject of copyright owned by that third party. Except as expressly authorised, and subject to the conditions prescribed under Applicable Law, or except as expressly permitted by this Agreement or as reasonably contemplated by the normal use of the Service, You must not breach Our or such third party's copyright, in any form or by any means including by: (a) copying, adapting, reproducing, storing, distributing, printing, displaying, performing, publishing, communicating to the public or creating derivative works of the whole or any part of Our Materials; or (b) commercialising the whole or any part of Our Materials, without Our express written permission or, in the case of third party material, from the owner of the copyright in that material.

1.19 Trademarks

Trademarks used on the Site are a trademark or registered trademark of Us or its respective owner. THE SEARCH PARTY is a registered trademark of Ours. Except to the extent agreed to the contrary in writing, You irrevocably grant to Us permission to use Your name and trademarks to promote Our relationship with You publicly (including on the Site). If You use any trademarks owned by Us in reference to Us, the Site or the Service, You must include a statement attributing that trademark to Us. You must not use any of Our trademarks: (a) in or as the whole or part of Your own trademarks; (b) in connection with any business, products or services which are not Ours; (c) in a manner which is or may be confusing, misleading or deceptive to any person; or (d) in a manner which disparages Us, the Service or the Site.

1.20 Public statements

You must not release to the public any news release, advertising material, promotional material or any other form of publicity relating to Us without Our prior written permission.

1.21 Termination

We may terminate this Agreement and Your access to the Site and the Service if You breach any provision of this Agreement. We may, at Our discretion, terminate this Agreement and Your access to all or part of the Site and the Service without the need to provide reasons. Termination of this Agreement will not end those provisions that are capable of surviving the ending of this Agreement (including, without limitation, clauses 1.13, 1.14, 1.15, 1.16, 1.17, 1.18, 1.19, 1.20, 1.22, 1.23, 2.2, 2.4, 2.6, 2.8, 4.5 and 5).

1.22 HST

Unless otherwise stated by Us, all pricing is exclusive of HST and any other equivalent sales or similar tax.

1.23 General provisions

If We waive, in whole or part, any rights available to us under this Agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion. Any such waiver shall only be effective if given in writing. A failure or delay by Us to exercise any right or remedy provided under these terms and conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy by Us.

If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason, it is to be read down to give it as much effect as possible, or if it is not capable of having any effect at all, it is to be severed from this Agreement, in which case, the remainder of this Agreement shall nevertheless continue in full force.

The laws governing this Agreement will be the laws of Canada and You irrevocably submit to the non-exclusive jurisdiction of the Province of Ontario, Canada’s courts.

1.24 Linking to Our Site

You may link to Our home page, provided You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists. You must not establish a link to our Site in any website that is not owned by You. Our Site must not be framed on any other site, nor may You create a link to any part of our Site other than the home page.

We reserve the right to withdraw linking permission without notice.

If You wish to make any use of content on Our Site other than that set out above, please contact sales@thesearchparty.com.

1.25 Entire Agreement

The Agreement constitutes the entire agreement between the parties in relation to its subject matter. It replaces and extinguishes all prior agreements, draft agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and undertakings of any nature made by or on behalf of the parties, whether oral or written, in relation to that subject matter.

You and We acknowledge that in entering into this Agreement neither You nor We have relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other party in relation to the subject matter of this Agreement at any time before its signature (together Pre-Contractual Statements), other than those which are set out in this Agreement. You and We hereby waive all rights and remedies which might otherwise be available to You and Us in relation to such Pre-Contractual Statements.

Nothing in this paragraph 1.25 shall exclude or restrict the liability of You or Us arising out of pre-contract fraudulent misrepresentation or fraudulent concealment.

2. EMPLOYERS, RECRUITERS AND RECRUITMENT COMPANIES

In addition to any other applicable terms and conditions, if You are an Employer, Recruiter or Recruitment Company, You agree to and are bound by the following terms and conditions in this clause 2.

Part 2A – Terms and Conditions relating to the Service generally

2.1 No endorsement of Candidates or Candidate Profiles

We do not review or vet, nor are We responsible for reviewing or vetting, Candidates, Candidate Profiles or representations (whether oral or in writing) made by those Candidates (including, without limitation, any representations in any Job Applications or Posted Materials).

2.2 Compliance with Data Protection Legislation

You must comply with, and You are responsible for ensuring compliance with, all obligations under Data Protection Legislation in relation to the collection, use, disclosure, storage and retention of Personal Data in any Candidate Data which You provide, or have access to, using the Service (including, but not limited to, the Marketplace Service). Without limiting the generality of the foregoing, You must: (a) not do any act, or engage in any practice in respect of Candidate Data that would contravene Data Protection Legislation; (b) comply with any directions, guidelines, determinations, rulings or recommendations of the Privacy Commissioner of Canada in respect of dealings with Candidate Data; (c) immediately notify Us if You become aware of a breach or possible breach of the Data Protection Legislation in respect of any Candidate Data; (d) if You are a Recruiter or Recruitment Company, immediately remove Personal Information in Candidate Data from the Service where a complaint or other request to do so has been made by a Candidate; and (e) ensure that any of Your personnel who are required to deal with Candidate Data are aware of the obligations set out in this clause 2.2.

You agree to indemnify, and keep indemnified, Us, Our officers, employees and agents (those indemnified) against all Loss suffered or incurred by those indemnified in connection with any action, claim or demand by any third party (including, without limitation, any Candidate) that the collection, use, disclosure or storage of any Candidate Data that You provide, or any collection, use, disclosure or storage by You of any Candidate Data, using the Service contravenes Data Protection Legislation or any other Applicable Laws.

You agree that You are the data controller and that We are the data processor in respect of any Personal Data within the Candidate Data that you provide within the Service. We agree that We will:

  1. a) only carry out processing of the Personal Data within the Candidate Data in accordance with Your instructions from time to time which may include setting retention limits for the deletion of such Personal Data from the Marketplace Service and amending such Personal Data on your behalf directly following a request from a Candidate;
  2. b) implement appropriate technical and organizational measures to protect the Personal Data against unauthorised or unlawful processing and accidental destruction or loss, so as to allow You to comply with Your obligations under the Data Protection Legislation;
  3. c) include in any contract with sub-contractors who will process Personal Data directly or indirectly on Your behalf, provisions in Your favour which are substantially similar to those in this clause 2.2.

Notwithstanding the above, You agree that We may use anonymous and/or aggregate data regarding the use of the Marketplace Service for our own purposes, including sharing such data with third parties.

2.3 Creating Candidate Profiles

If You are a Recruiter or a Recruitment Company and create an Account, on behalf of a Candidate, You represent and warrant to Us that You are authorised by that Candidate to do so.

If You are a Recruiter or a Recruitment Company and You provide Candidate Data about a Candidate, You represent and warrant to Us that: (a) You have either: (i) obtained the Consent of the Candidate to provide any Personal Data comprised in such Candidate Data or (ii) You have anonymized and removed any Personal Data from the Candidate Data before using it in a Candidate Profile on the Marketplace Service, following specific guidelines from the Privacy Commissioner's Office with regard to the anonymisation of personal data and have specifically approved it before making it available through the Marketplace Service; (b) You have verified the accuracy of such Candidate Data before Posting it on the Service; and (c) You will maintain the accuracy of such Candidate Data and You will remove the Candidate Data from the Marketplace Service once it is no longer required for Your recruitment purposes.

If You are a Recruiter or a Recruitment Company, You can control the type of information about a Candidate on the Marketplace Service. We provide tools to assist You to designate certain information in Candidate Profiles as being unsearchable through the Marketplace Service, where such information may identify the Candidate. We provide such tools through a pre-production instance of the Service which allows You to review information in a Candidate Profile before it is published on the production instance of the Service.

2.4 Job Postings

You grant an irrevocable, perpetual, royalty-free license to Candidates to download Job Postings Posted by You for the purpose of making Job Applications.

2.5 Prohibited commissions

You agree not to ask or require any Site User to pay any charge or other amount whatsoever to You to make a Job Application for any Job Posting or respond to any Job Posting Posted by You on the Site, whether such charge or amount is asked or required of the Site User in the Job Posting itself or in any communication with the Site User that takes place as a result of a Job Posting Posted on the Site. If You are a Recruitment Company or a Recruiter, You agree not to ask or require any Site User to pay any charge or other amount whatsoever to You to Post a Job Posting on their behalf. The foregoing does not prevent Employers paying Recruitment Commissions in accordance with these terms and conditions.

2.6 Compliance with legal obligations

You must comply with all contractual, statutory and other legal obligations owed by You to any Candidate in relation to the recruitment, placement or Employment of that Candidate including compliance with all Employment related Acts and Regulations in Canada.

2.7 Implementation Services

If You are a Recruitment Company and require assistance with setting up of, or migration of Content to, the Service, We may provide you with the Implementation Services under a Contract (if any) with You. Alternatively, You may engage with an approved data migration partner, available through a network provided by Us, who will migrate Your data under a contract directly with You.

If specified in a Contract, You must pay any Setup Fee in respect of Implementation Services in advance. In addition, if there is any material change in scope, complexity or timing of the Implementation Services to be performed or any delay or failure on Your part to comply with your obligations in respect of the Implementation Services, You must pay for any resultant additional work performed by Us on a time and materials basis at Our Standard Rates.

We will provide You with a primary contact during the Implementation Services, advise you once the Implementation Services are complete and provide you with acceptance testing criteria for testing the Service. Subject to Your compliance with Your obligations below, We will use Our reasonable endeavours to ensure all Your Content is migrated within fourteen (14) days of being provided Your Content (including, by any approved data migration partner) in Our approved format.

You must provide all Your Content for use in the Service. You must use an approved data migration partner to extract and prepare all Your Content for migration to the Service to Our approved format. We are not responsible for any delay or failure by the data migration partner to prepare Your Content in Our approved format. Upon completion of the Implementation Services, You are responsible for confirming the accuracy and completeness of any migration of Content and You must conduct acceptance testing and cooperate with Us to resolve any issues arising from such testing.

Subject to clause 2.14, You shall retain ownership of all Your Content migrated or Posted onto the Service. You acknowledge that You will not have access to Your Content upon suspension or cancellation of Your Account.

If You have migrated Candidate Profiles onto the Marketplace Service, You agree that all Candidate Profiles so migrated must remain available on the Marketplace Service for not less than 6 months. The foregoing does not prevent removal of individual Candidate Profiles at the express request of the Candidate. After that 6 month period, subject to clause 2.14, You may request removal of the Candidate Profiles by giving not less than 30 days notice in writing to Us.

2.8 Fixed term

If you are a Recruitment Company, Your Contract (if any) may specify a Fixed Term. This agreement continues for the Fixed Term unless earlier terminated.

You may terminate this Agreement by giving not less than 30 days written notice to Us provided that, if a Fixed Term is specified in a Contract, You must pay to Us, by way of liquidated damages, a cancellation charge equal to the average (over the 3 months immediately preceding the month of termination) of the actual monthly Service Fees or the Minimum Fees, whichever is the greater, multiplied the number of months, or part thereof, between the date of termination and the end of the Fixed Term. You acknowledge and agree that the amount of the cancellation charge is a genuine pre-estimate of the loss and damage suffered by Us by the termination of this Agreement.

This Agreement shall continue once the Fixed Term ends on a month to month basis unless earlier terminated by You in accordance with this Agreement.

Part 2B – Terms and Conditions relating to the Recruiter Tools

2.9 Verification and authorisation

In respect of the Employment of a Candidate: (a) the relevant Employer (or an Employing Line Manager acting on behalf of the Employer) is responsible for verifying and authorising timesheets for that Candidate using the Service; (b) the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) is responsible for verifying and authorising timesheets for that Candidate using the Service, if the Employer or its Employing Line Manager is unable or unwilling to do so; and (c) the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) is responsible for ensuring that the Candidate provides such documents and other information necessary for the purposes of verifying timesheets for that Candidate as correct.

In respect of the Employment of Candidates recruited by a Recruitment Company, the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) is responsible for verifying and authorising Authorised Invoices generated through the Service.

We do not verify or otherwise test, nor are We responsible for verifying or testing: (a) timesheets for Candidates generated through the Service; (b) Authorised Invoices generated through the Service; or (c) the currency or validity of any authorisations by any Site User using the Service or the capacity of any Site User purporting to be authorised to provide such authorisation.

Part 2C – Terms and Conditions relating to the Marketplace Service

2.10 Dealing with Candidates and Candidate Data using the Marketplace Service

You must comply with, and not do anything to cause another Site User to fail to comply with, the following processes for dealing with Candidates and Candidate Data using the Marketplace Service: (a) if a Candidate is identified for a Job Posting of an Employer through a Candidate Profile Posted using the Marketplace Service, the relevant Recruiter who Posted the Candidate Profile will be notified and that Recruiter must contact the Candidate to request express Consent to provide further Candidate Data to the Employer; (b) if an Employer is notified of a Candidate through use of the Marketplace Service, the Employer must not make direct contact with the Candidate, disclose to any third party the identity of the Candidate (whether suspected or known) or use a Candidate Profile or any other Candidate Data for any purpose other than filling an actual Job vacancy of the Employer; and (c) if the Recruiter obtains express Consent to do so, the Recruiter will provide further Candidate Data to the Employer through the Service. You acknowledge that, if You are an Employer and You make direct contact with a Candidate which leads to Employment of that Candidate, You must pay to Us our Marketplace Fees in respect of that Employment as if it were a result of the Candidate being placed in a Job through the Marketplace Service . You acknowledge that, if You are an Employer, not all Candidates available through the Marketplace Service may be actively seeking Employment, a Candidate Profile may have been Posted by a Recruiter merely as a result of previous dealings by that Candidate with the Recruiter and You will not use any information obtained through the Marketplace Service about a Candidate who is an employee of You other than in accordance with these terms and conditions.

2.11 Recruitment Commissions – Recruitment Companies

If You are a Recruitment Company and You use the Marketplace Service, You acknowledge that all Recruitment Commissions must be processed through the Marketplace Service. We will prepare Our Invoices and invoice Employers for all Recruitment Commissions and collect all Our Invoices for Recruitment Commissions through the Marketplace Service. You agree that We may invoice You for, and deduct from each Recruitment Commission collected by Us, the Marketplace Fees in respect of those Recruitment Commissions.

Unless expressly agreed in writing to the contrary, You agree that We shall remit the balance (after deduction of Our Marketplace Fees) of any Recruitment Commission collected in respect of a Candidate’s Employment subject to retaining any applicable amounts until any applicable Guarantee Periods for each respective Candidate’s Employment have passed (Retained Amounts). For the avoidance of doubt, if more than one Guarantee Period applies to a Candidate, We shall be entitled to deduct Our Marketplace Fees prior to remitting the balance of the first Retained Amount to You and We shall only remit subsequent Retained Amounts after each subsequent Guarantee Period has passed.

You acknowledge and agree that it is solely Your responsibility to provide (and We are not responsible for, or liable in any way, for the provision of) the replacement services.

Applicable to 50% Credit and 100% Guarantee options:
Where an Employer has paid their Invoice on time, We will pay You 50% of the Recruitment Commission (after the deduction of Our Marketplace Fees) within 7 days of the Candidate Start Date. The balance will be paid to You in accordance with the terms agreed through the platform.

Applicable to Free Replacement guarantee options:
Where an Employer has paid their Invoice on time, We will pay You 100% of the Recruitment Commission (after the deduction of Our Marketplace Fees) once funds are received from the Employer.

You agree that we have no obligation to pay the balance of any Recruitment Commission in respect of a Candidate’s Employment unless and until we collect the Recruitment Commission for that Candidate’s Employment, and we shall pay this balance (in accordance with the agreed placement terms with the Employer through the platform) to You within 7 days of receipt of the respective Recruitment Commission by Us, subject to the Candidate commencing employment. We shall be entitled to create a RCTI in respect of any balance of Recruitment Commission remitted to You.

Where an Employer claims Our 100% guarantee for a Candidate that was placed through Your company and the Employer has selected You to find a suitable replacement, You are entitled to a new placement fee (after deduction of Our Marketplace Fees) less the guarantee that You have already been paid.

2.12 Recruitment Commissions – Employers

If You are an Employer, You acknowledge that We may invoice You Our Invoice and collect all Recruitment Commissions payable by You through the Marketplace Service. You agree that We may deduct from each Recruitment Commission collected by Us, the Marketplace Fees payable to Us in respect of those Marketplace Fees provided that, if a Candidate’s Employment terminates for any reason prior to the expiration of any Guarantee Period in respect of that Candidate, we shall credit You the balance of the relevant Rebateable Portion of the Recruitment Commission (after deduction of Our Marketplace Fees) to You.

You will receive a credit note to the value of the Rebateable Portion of the Recruitment Commission, to be used by You in respect of future services. The credit note may be used towards any future placement with any Recruiter on the platform. Credit notes cannot be redeemed for cash or transferred to another party. The credit shall apply if the Candidate’s Employment terminates for any reason prior to the expiration of a relevant Guarantee Period if a fee rebate guarantee was selected by You. If You have selected a free replacement guarantee, then You acknowledge and agree that it is solely the Recruiter’s responsibility to provide (and We are not responsible for, or liable in any way, for the provision of) the replacement services.

Our invoices to You for recruitment commissions will be due on the latter of 14 days from placement date or the day following Candidate start date. If a candidate who is placed does not present on their first day, 100% of the fee, including our Marketplace Fees will be refunded to You. Where a Candidate has commenced employment, i.e. presented on day one, any guarantees or rebates agreed through the platform will take effect.

Failure of an Employer to pay an invoice for recruitment commissions on time voids any agreed guarantee and rebate terms, and will lead to legal proceedings in pursuit of the fees owing.

If You selected the 100% Guarantee, the following conditions apply:

Where a Candidate has commenced employment, and does not meet the agreed role requirements within the first 30 days of employment, and You terminate their employment, We will credit 100% of any fees You have paid (including our Marketplace Commission). To initiate Your claim, You must notify Us and the Recruiter by email, and in the platform, within 24 hours of the new hire failing to meet Your requirements. The credit is available for one use only and is valid for twelve months starting from the failed hire’s last day of employment. The credit may be used to hire a replacement or for a new role. If the second placement does not work out, you will not be eligible for another 100% credit outside of any role-specific guarantee You may have agreed with a recruiter.

For the avoidance of doubt, there is no 100% guarantee on contract roles.

2.13 Recruitment Commissions – Exclusions

Despite any other provision of these terms and conditions, no Recruitment Commission is payable to a Recruitment Company (Relevant Recruitment Company) in respect of any Candidate Employed by an Employer in a Job if: (a) on the date on which the Candidate Profile for that Candidate was provided to the Employer: (i) the Candidate had previously been introduced to the Employer (whether by a Recruitment Company (other than the Relevant Recruitment Company) using the Service or any other provider of recruitment services by any other means) for that Job or any substantially similar role at any time in the previous 6 months; or (ii) the Employer had independently made contact with (and can provide evidence to support this contact having been made), within the previous 1 month, or had discussions with, the relevant Candidate for that Job or any substantially similar role and the Candidate had not been rejected for that Job or role, within the previous 1 month; or (b) the date on which the Employer Employed the Candidate in that Job or any other role was more than 6 months after the date on which the Candidate Profile for that Candidate was provided to the Employer by the Recruitment Company.

2.14 Candidate’s rights in respect of Candidate Profiles

Despite any other provisions of these terms and conditions, if (a) any Candidate Profile is migrated onto, or created on, the Marketplace Service by a Recruiter Company and (b) an Account is established for the Candidate to whom the Candidate Profile relates on the Marketplace Service, then, despite any termination or suspension of access by the Recruitment Company to the Service, that Candidate Profile shall remain on the Marketplace Service to be accessed and used by the Candidate.

Part 2D – Introduced Employer Incentive Plan

This Part applies to You if You are a Recruitment Company and You use the Marketplace Service. If:

(a) You introduce to us, through a marketing campaign which shares Your referral link from your account in the Marketplace Service, an Employer client of Yours; and

(b) within 7 days of the date of the introduction (Introduction Date), that Employer creates an Account in their capacity as an Employer on the Site (Introduced Employer), save that an Employer shall not be regarded as an Introduced Employer if the Employer currently has, or had in the six (6) months prior to the Introduction Date, an Account on the Marketplace Service or is currently being approached by Us to become an Employer on the Marketplace; and

(c) at any time in the 12 month period immediately after the Introduction Date, a Candidate is Employed by that Introduced Employer through another Recruitment Company (not related to You) using the Marketplace Service,

We will pay to You a commission equal to 5% of the Recruitment Commission paid by that Introduced Employer in respect of Candidate (Introduction Commission). For the avoidance of doubt, no Introduction Commission is payable to You in relation to an Employer that is not an Introduced Employer (as defined above). Within thirty (30) days of the end of each calendar quarter, We will pay to You all Introduction Commissions calculated on Recruitment Commission, in respect of which the relevant Marketplace Fees which relate to the relevant Recruitment Commission are received in that calendar quarter or We may set off the amount of Introduction Commissions owed to You against any amount You owe to Us in respect of the Marketplace Service.

3. CANDIDATES

In addition to any other applicable terms and conditions, if You are a Candidate, You agree to and are bound by the following terms and conditions in this clause 3.

3.1 Information for personal, non-commercial use only

You agree that information contained on this Site is for personal use only and may not be sold, redistributed or used for any commercial purpose (including, without limitation, the use of Employer's contact details for making unsolicited commercial correspondence). You may download Our Materials and Posted Materials from this Site for personal, non-commercial use only, provided You keep intact all copyright and other proprietary notices.

3.2 No endorsement of Job Advertisements

We do not endorse nor recommend any of the Job Postings on the Site or any Employer, Employing Line Manager, Recruiter or Recruitment Company. It is solely Your responsibility to evaluate each Job Posting and all Our Materials and Posted Materials provided through the Site or the Service generally.

3.3 Authority of Recruiters and Recruitment Companies

We do not verify or otherwise test, nor are We responsible for verifying or testing, the currency or validity of the authorisation of, or any Consent obtained by, any Recruiter or Recruitment Company who creates an Account, or Posts information in a Candidate Profile, on behalf of You.

3.4 No guarantee of Job vacancy

We do not represent or warrant to You the continued availability of any particular Job advertised in any Job Posting. We shall not be liable for any Loss suffered or incurred by You arising from or in connection with any Job not being available.

4. POSTING CONDITIONS

In addition to any of other applicable terms and conditions, if You Post any Posted Materials on the Site, You agree to and are bound by the terms and conditions in this clause 4.

4.1 Content

It is Your responsibility to check any Posted Materials Posted by You on the Site for any errors as soon as it is Posted on the Site. We shall not be liable for any errors in Posted Materials Posted on the Site.

You agree not to use any feature of the Site or the Service or any other means to send unsolicited commercial correspondence to Site Users, whether individually or as a group.

You are not permitted to insert links to an external website within the details of a Job Posting without Our express written approval. Such approval may be, in Our absolute discretion, subject to specific terms and conditions.

We reserve the right to review any Job Posting prior to publication on the Site or any time thereafter and to remove any Job Posting if it: (a) relates to an Excluded Category; (b) does not comply with these terms and conditions; or (c) does not comply (in Our opinion) with any Applicable Laws.

4.2 Correcting Your Profile

We reserve the right to delete or correct Your Account Profile or Candidate Profile if You enter Your details into an incorrect field when using the Service. You agree that it is Your responsibly to ensure that You enter Your details into the correct field in Your Account Profile or Candidate Profile.

4.3 Job Category

You must ensure that any Job Postings Posted to the Site are Posted to the appropriate Job Category on the Site. It is solely Your responsibility to ensure that You familiarise Yourself with the advertising requirements of each available Job Category on the Site to ensure appropriate placement of Job Postings.

4.4 Complying with equal opportunity laws

Without limiting the generality of any provision of these terms and conditions, in connection with the Posting of any Job Posting using the Service, You must comply with all Applicable Laws relating to anti-discrimination and equal opportunity. Where an exemption to comply with any of these Applicable Laws has been granted, the exemption number must be included in the Job Posting posted by You.

4.5 Warranties

You represent, warrant and undertake to Us that: (a) all Posted Materials Posted by You on the Site do not breach any Applicable Laws; (b) all Posted Materials Posted by You on the Site do not breach any Intellectual Property rights of any third party; and (c) all Posted Materials Posted by You on the Site will be free of Harmful Code.

4.6 Our obligations

We will use all commercially reasonable endeavours to publish Job Postings promptly, to ensure that any disruptions to, or a denial of access to the Service, are remedied as soon as commercially practicable and to avoid introducing errors in Posted Materials.

5.0 DEFINITIONS

In these terms and conditions, unless the context otherwise requires:

  • Account means an account on the Site (either as Candidate, Recruiter, Recruitment Company, Employer or Employing Line Manager) for a Service created by You.
  • Account profile means profile information in relation to an Account.
  • Agreed Percentage means the percentage rate at Our Standard Rates or as may be agreed in a Contract.
  • Agreement means the agreement between You and Us comprising these terms and conditions and any Contracts entered into by You and Us.
  • Applicable Laws means any and all statutes, regulations, by-laws, ordinances or subordinate legislation in force from time to time which pertains to Your use of, and access to, the Site and the Service and the Posting of any Posted Materials on the Site and includes, without limitation, Canadian Privacy Legislation, Canadian Employment Legislation and those relating to equal opportunity, anti-discrimination, immigration, trade practices, fair trading, Intellectual Property, privacy and confidentiality.
  • Authorised Invoice means an invoice in respect of a Candidate authorised by the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) produced by Us for a Recruitment Company through the Service.
  • Candidate means an individual who uses the Service to create an Account to connect with Recruiters and Employers to find Employment or an individual in respect of whom a Recruiter has created an Account and/or Candidate Profile using the Service.
  • Candidate Data means any information or data in relation to a Candidate including, without limitation, information or data provided through the creation of an Account, Posting of information in an Account Profile or Candidate Profile or otherwise provided about a Candidate through the Service.
  • Candidate Profile means profile information in relation to a Candidate.
  • Consequential Loss means, whether direct or indirect: any type of consequential, incidental, special, exemplary or punitive losses or damage of any kind; loss of profits; loss of opportunity; loss of goodwill; a loss of, or corruption to, data; a loss of revenues; a loss of anticipated savings; or a loss of business; and any costs or expenses incurred in connection with the foregoing.
  • Consent has the same meaning given to the term under the Personal Information Protection and Electronic Documents Act or comparable Canadian Legislation in force at the time.
  • Content means content (including, without limitation, Candidate Data) migrated or Posted by a Recruiter or Recruitment Company onto the Service.
  • Contract means any document signed (either physically or electronically) by an authorised representative of You and Us, including without limitation any document which expressly states any or all of: the Agreed Percentage, Fixed Term, Implementation Services, Implementation Fees, Minimum Fees, or Setup Fee (if any) applicable to You, and states that it does so under these terms and conditions.
  • Data Protection Legislation means the Personal Information Protection and Electronic Documents Act as amended and all similar and applicable provincial and/or federal legislation and guidelines;
  • Employer means an individual, firm or company which uses the Service to find Candidates for Employment.
  • Employing Line Manager means an individual employed or engaged by an Employer who uses the Service to manage Candidates on behalf of that Employer.
  • Employment means employment of any kind.
  • Excluded Categories means any Jobs which are illegal, in contravention of any Applicable Law or offensive to the public and any categories of Employment notified by Us from time to time on the Site as being an Excluded Category and includes any Job involving the Candidate being required to take a business or financial interest (including, without limitation, as a shareholder, unitholder, partner, joint venturer, syndicate member or financier).
  • Fixed Term means the term so specified in a Contract.
  • Guarantee Period means any agreed guarantee period agreed between the Recruitment Company and the Employer through use of the Marketplace Service.
  • Harmful Code means any computer virus, trojan, worm or other computer code that, directly or indirectly, is harmful or disabling or which assists in or enables unauthorised access to or corruption of data.
  • Implementation Fees means the fees so specified in a Contract.
  • Implementation Services means the services so specified in a Contract.
  • Intellectual Property means any registered or unregistered rights, title or interest in any copyrights (including copyrights in computer programmes), patents, inventions, discoveries, trade marks, business names, designs, databases, know-how or confidential information or any rights of a similar nature whether arising under or granted under the laws of Canada or anywhere else in the world.
  • Interest Rate means the prime rate of interest set by the Bank of Canada plus three (3) percent as may be amended from time to time.
  • Job means Employment that a Candidate undertakes for an Employer under an employment or other contract between the Candidate and, as the context requires, the Employer or a Recruitment Company.
  • Job Application means an application by a Candidate for a Job using the Service.
  • Job Category means the categories of Jobs notified on the Site from time to time.
  • Job Posting means a Posting of a Job by a Recruitment Company or an Employer using the Service.
  • Loss means loss, financial penalties or damage of any kind (including liability to a third party).
  • Marketplace Fees means the fees payable for use of the Marketplace Service being equal to 20% of the relevant Recruitment Commissions payable by an Employer to a Recruitment Company.
  • Marketplace Service means the recruitment service that allows Employers to search, at the same time, Candidate Profiles from more than one Recruitment Company provided by Us as part of the Service.
  • Migration Services means the services so specified in a Contract.
  • Minimum Fees means any minimum fees (such as any fixed amount per user per month) payable for use of the Service as so specified in a Contract.
  • Our Invoice means Our invoice produced by Us.
  • Our Materials means all information and materials made available on the Site or through the Service (including, without limitation, the Payroll Files) but excludes Posted Materials.
  • Payroll Files means all electronic files provided through the Service to Recruitment Companies in relation to payroll reporting, electronic funds transfer (EFT) files, payslips, end-of-year reporting for taxation purposes or pension payment files.
  • Personal Data has the same meaning given to the term under the applicable Data Protection Legislation.
  • Post means to make available information and/or other materials on the Site or through the Service.
  • Posted Materials means any information or materials Posted by Site Users (including, without limitation, any information in an Account Profile, Candidate Profile, Job Posting or Job Application).
  • Rebateable Portion means that proportion of the Recruitment Commission to be rebated to the Employer
  • Recruiter means an individual who uses the Service to offer Employment recruitment services on behalf of a Recruitment Company.
  • Recruitment Commission means commission payable to a Recruitment Company for provision of recruitment services to an Employer as agreed between the Recruitment Company and the Employer through use of the Marketplace Service.
  • Recruitment Company means a firm or company which uses the Service to provide Employment services to Employers.
  • Recruiter Tools means those parts of the Service other than the Marketplace Service.
  • Registered Recruitment Company means a Recruitment Company which is a Registered User of the Service.
  • Registered User means a Site User registered with the Service.
  • Service means the recruitment and social networking services provided to You by Us through the Site comprising the Recruiter Tools and the Marketplace Service.
  • Service Fees means the fees payable for use of the Service in accordance with our Standard Rates or as may be agreed in a Contract.
  • Setup Fee means the fee so specified in a Contract.
  • Site means the website operated by Us at www.searchparty.com.
  • Site User means any person who has access to, or uses, the Site and includes Registered Users and Visitors.
  • Standard Payment Terms means 14 days from the date of invoice.
  • Standard Rates means our rates of fees and charges for the Service as notified on the Site from time to time. Your continued use of the Site and the Service following such notification will represent an agreement by You to be bound by those Standard Rates as amended.
  • Visitor means any person who has access to, or uses, the Site without having registered for the Service.
  • We, Us, Our means The Search Party Ltd.
  • You, Yourself, Your means any person, business, company or organisation who is a Site User.

This is a legally binding agreement between you (“You”) and The Search Party Ltd. (“Company” or “Us”). You acknowledge and agree that these terms and conditions apply to Your access to, and use of, the Company’s platform and website and/or any other Company resource or service provided by the Company. In accessing or using the website, platform and/or any other resource of the Company, including but not limited to any and all services provided by the Company and using the Service, You acknowledge and confirm by signing in the space provided at the end of this document, that You have read, understand and agree to be fully bound—and abide—by these terms and conditions. If You do not accept these terms and conditions, then You will not be given access to the platform, website and/or any other resources of the Company.

1. DEFINITIONS

  • Account means an account on the Site (whether maintained by a Candidate, Recruiter, Recruitment Company, Employer or Employing Line Manager) for a Service created by You.
  • Account Profile means profile information in relation to an Account.
  • Agreed Percentage means the percentage rate at Our Standard Rates or as may be agreed in a Contract.
  • Agreement means the agreement between You and Company comprising these terms and conditions and any Contracts entered into by You and Company.
  • Applicable Laws means any and all statutes, regulations, by-laws, ordinances or subordinate legislation in force from time to time which has any relation to or impact on the use of the Company website, platform, Site, Service and/or any other resource of the Company made available for use to You, without limitation, including but not limited to, federal, state and local privacy laws, legal precedent, legislation and regulation and equal opportunity-related requirements of any kind.
  • Authorized Invoice means an invoice in respect of a Candidate authorized by the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) produced by Company for a Recruitment Company through the Service.
  • Candidate means an individual who uses the Service, whether directly or through his or her Recruiter and/or Recruitment Company.
  • Candidate Data means any information or data made available through the Service and/or on the Site, irrespective of the source of such information or the identity or nature of aany party having access to such information. This includes, without limitation, information or data provided through the creation of an Account, Posting of information in an Account Profile or Candidate Profile or otherwise disclosed through use of the Service – and/or any data which may reasonably permit identification of a Candidate, whether directly or indirectly, explicit or implicit.
  • Candidate Profile means any and all information relating to a Candidate.
  • Consequential Loss means, whether direct or indirect: any type of consequential, incidental, special, exemplary or punitive losses or damage of any kind; loss of profits; loss of opportunity; loss of goodwill; a loss of, or corruption to, data; a loss of revenues; a loss of anticipated savings; or a loss of business – current, prospective and/or otherwise; and any costs or expenses incurred in connection with the foregoing.
  • Content means any and all information, including—without limitation—(Candidate Data) which appears or comes to appear on the Company website platform through use of Service.
  • Contract means any document signed (either physically or electronically) by an authorized representative of You and Us, including without limitation any document which expressly states any or all of: the Agreed Percentage, Fixed Term, Implementation Services, Implementation Fees, Minimum Fees, or Setup Fee (if any) applicable to You, and states that it does so under these terms and conditions.
  • Employer means any individual, firm or company that employs one or more employee(s).
  • Employing Line Manager means any individual or entity that uses the Service on behalf of any Employer.
  • Employment means employment of any kind without limitation, direct or indirect, by agreement, contract or otherwise.
  • Excluded Categories means any Jobs which—pursuant to any legal precedent, legislation or other regulation—are illegal or otherwise non-compliant with any state or federal law.
  • Fixed Term means the term so specified in a Contract.
  • Harmful Code means any computer virus, trojan, worm or other computer code that, directly or indirectly, is harmful or disabling or which assists in or enables unauthorized access to or corruption of any data.
  • Implementation Fees means the fees so specified in a Contract.
  • Implementation Services means the services so specified in a Contract.
  • Intellectual Property means any registered or unregistered rights, title or interest in any copyrights (including copyrights in computer programmes), patents, inventions, discoveries, trademarks, business names, designs, databases, trade secrets, know-how or confidential information or any rights of a similar nature whether arising under or granted under the laws of the United States or anywhere else in the world.
  • Interest Rate means the prime interest rate applicable as of a particular date plus three (3) percent as may be amended from time to time.
  • Job means Employment that a Candidate undertakes for an Employer under an employment or other contract between the Candidate and, as the context requires, the Employer or a Recruitment Company.
  • Job Application means an application for employment submitted by or on behalf of a Candidate through use of the Site or Service.
  • Job Category means the categories of Jobs notified on the Site from time to time.
  • Job Posting means a Posting of a Job by a Recruitment Company or an Employer using the Service.
  • Marketplace Service means the recruitment service that allows Employers to search, at the same time, Candidate Profiles from more than one Recruitment Company provided by Company as part of the Service.
  • Migration Services means the services so specified in a Contract.
  • Minimum Fees means any minimum fees (such as any fixed amount per user per month) payable for use of the Service as so specified in a Contract.
  • Our Invoice means Our invoice produced by Company.
  • Our Materials means all information and materials made available on the Site or through the Service (including, without limitation, the Payroll Files) other than any materials provided or posted by any party other than the Company, without limitation.
  • Payroll Files means all electronic files provided through the Service to Recruitment Companies in relation to payroll reporting, electronic funds transfer (EFT) files, payslips, end-of-year reporting for taxation purposes or pension payment files.
  • Personal Data has the same meaning given to the term under all applicable state or federal law laws addressing what data is “personal” in nature.
  • Posted Materials means any information or materials furnished by You or Your affiliates and posted on the Site, regardless of who provided and/or posted any such information, without limitation.
  • Rebateable Portion means that proportion of the Recruitment Commission to be rebated to the Employer.
  • Recruiter means an individual or group that uses the Service to provide Employment Service to Employers.
  • Recruitment Company means a firm or company which uses the Service to provide Employment services to Employers.
  • Registered Recruitment Company means a Recruitment Company which is a Registered User of the Service.
  • Registered User means a Site User registered with the Service.
  • Service means the recruitment and social networking services provided to You by the Company through the Site comprising the Recruiter Tools and the Marketplace Service.
  • Service Fees means the fees payable for use of the Service in accordance with our Standard Rates or as may be agreed in a Contract.
  • Setup Fee means the fee so specified in a Contract.
  • Site means any form of the website platform created, offered or made available by the Company.
  • Standard Payment Terms references the fact that payment is due within 14 days of the date of invoice.
  • Standard Rates means our rates of fees and charges for the Service as notified on the Site from time to time. Your continued use of the Site and the Service following such notification will represent an agreement by You to be bound by those Standard Rates as amended.
  • Visitor means any person who has access to, or uses, the Site without having registered for the Service, and whose access and/or use of the Site is subject to the terms and conditions herein.
  • We, Us, Our and Company means The Search Party Ltd.
  • You, Yourself, Your means any person, business, company or other organization on who is a Site User.

1 GENERAL TERMS AND CONDITIONS

1.1 Privacy and Cookie Statement

Our Privacy and Cookie Statement forms part of this Agreement and is set out on this Site and shall apply to You and Your use of this Site and the Service.

1.2 Amendments to terms and conditions

We reserve the right to amend these terms and conditions at any time. Any amendments shall be effective immediately upon notification, which notification You agree and accept may be properly made by disclosure on the Company’s website. Your continued use of the Company’s website, platform and/or other resources shall be subject to any such amendments, You agree to be bound by the terms and conditions as amended absent written notification to the Company indicating your unwillingness and/or inability to comply with such amended terms and conditions, which non-compliance shall immediately terminate any right to use the Company website, platform and/or any other Company resources, and shall provide grounds for the Company to immediately disable Your access to such resources.

1.3 Accounts

You may become a Registered User. To become a Registered User, You must create an Account.

You acknowledge and agree that: (a) access to, and use of, some parts of the Service (including, but not limited to, the Marketplace Service) shall only be available to Registered Users of the Service; and (b) We may change from time to time those parts of the Service that are only available to Registered Users. Those parts of the Service which are only available to Registered Users will be notified on the Company webite.

You may create an Account as a Candidate, Recruiter, Recruitment Company, Employer or Employing Line Manager. To create an Account, You must complete all information required on the Site for that type of Account.

For each Account, You must provide a password and a login name. You are entirely responsible to maintain the confidentiality of Your password and login name. Furthermore, You are responsible for any and all activities by You or any other Site User using Your login name. You may change Your password at any time by following instructions on the Site. You may also change Your login name by contacting the Company through the website’s secure communication tool.

It is a condition of creation of an Account and use of the Service that:

  • (a) if you are a Recruiter, Recruitment Company, Employer or Employing Line Manager, You are residing in the United States (including Puerto Rico) ;
  • (b) You are capable of forming a legally binding contract;
  • (c) You hold a valid email address;
  • (d) You are a corporate entity legally formed and registered in at one or more state(s) within the United States , a government authority or agency of a Subscriber Country, an association (incorporated or unincorporated) under laws of a Subscriber Country or an individual who is at least 18 years old and authorized to conduct business (generally and of the type) for which the Company’s website, platform and/or other resources may be used. Under no circumstances may You be acting in the capacity of a trustee of any other person or entity, or on behalf of any other individual or entity, except as contemplated herein.

If You are a Recruitment Company or an Employer, You will be granted administrative rights to a Parent Account and the ability thereafter to create manage individual sub-Accounts for Recruiters or Employers under that Account. You may change Your administrator from time to time by notice to the Company and elect up to two (2) additional Recruiters or other individuals to hold administrator rights. Only administrators for any Parent account may replace or add Recruiters or Employers under that Account.

1.5 Payments and Fees

The Company will not directly charge any fees to any Candidate for using the Service. It is understood and agreed that the Company has no contractual or other relationship with any Candidate who may—directly or indirectly—utilize the Service of the Company, and that any contractually binding relationship, subject to the terms herein, involving a Candidate, shall exist between a Candidate and a Recruiter/Recruiting Agency.

If You are a Registered Recruitment Company, You must pay the Implementation Fees and the Service Fees in accordance with our Standard Payment Terms. The Service Fees shall be calculated, each month, as the total amount of the Agreed Percentage of the total value of the Authorised Invoices processed in that month using the Service or any Minimum Fees, whichever is the greater. If You use the Marketplace Service, You must pay the Marketplace Fees in accordance with our Standard Payment Terms. We reserve the right to charge an additional fee in relation to bank processing charges imposed on Us in respect of payments under this Agreement.

If You are an Employer, You must pay any Service Fees applicable to Your use of the Service and any Recruitment Commissions in accordance with clause 2.12.

You acknowledge that We may amend the Service Fees (including, without limitation, adding a new fee or charge or replacing an existing fee or charge) and/or the Standard Rates at any time by notification on such amendments on the Site from time to time or otherwise upon notice to You. Your continued use of the Site and the Service following either form of notification will represent an agreement by You to be bound by those Service Fees and/or Standard Rates as amended.

You consent to us, directly or through third parties, making any inquiries we consider necessary to prove Your identity or creditworthiness (including, without limitation, ordering a credit report, performing other credit checks and verifying the information You provide Us against third party databases).

We may terminate or suspend Your access to, and use of, the Service, in whole or in part, if You are late in payment of any Service Fees under this Agreement (including, without limitation, where any credit/debit card payment is declined).

Failure of an Employer to pay an invoice for recruitment commissions on time voids any agreed guarantee and rebate terms.

Our preferred method of payment in respect of the Service (other than Marketplace Service) is by credit/debit card though the Site. Payment is made by a secure server, which will encrypt each transaction as a security precaution, and all credit/debit card payments must be made in Canadian Dollars only. We may charge You interest on late payments at the Interest Rate from (and including) the date of due payment until (but excluding) the date of payment in full (with interest) and We reserve the right to recoup any collection costs incurred in respect of any late payments. In addition to the foregoing, You acknowledge that, until payment is received by Us, We reserve all of Our rights in relation to the non-payment and may suspend further processing of Authorised Invoices (including, without limitation, suspending the inclusion of that Authorised Invoice in a Payroll File) through the Service.

1.6 Service

We do not represent or warrant that the Service generally available through the Site will be uninterrupted or error-free or defect-free or that errors or defects in the Service will be corrected. We do not represent or warrant to You that any electronic files available through the Site or the Service (including, without limitation, Our Materials) will be free of Harmful Code.

You Represent and Warrant that it is your sole responsibility to obtain the consent and agreement to post information regarding any Candidate whose information you provide for inclusion in the Company Service. Moreover, You represent and warrant that you will, under no circumstances, upload to the Service or provide information for upload to the Company prior to, unless, and until you have obtained the agreement and consent of any Candidate. Any breach of the foregoing representation and warranty shall constitute a material breach of this contract and the terms herein, and shall permit the Company to terminate its contractual relationship with you immediately without notice. Further, under such circumstances, you agree to indemnify, defend and hold harmless the Company (including any affiliates or agents of the Company) from and against any and all claims, actions, fees, expenses costs, damages, losses and liabilities (including attorneys’ fees) (collectively, “Liabilities”) incurred or suffered by or asserted against the Company to the extent such Liabilities result from a breach of this Section 1.6 by You or reasonably caused by You, your employees, agents and/or any other of Your affiliates.

1.7 Indemnification;

You agree to indemnify, defend and hold harmless the Company (including any affiliates or agents of the Company) from and against any and all direct and third party claims, actions, fees, expenses, costs, damages, losses and liabilities (including attorneys’ fees) (collectively, “Breach Liabilities”) incurred or suffered by or asserted against the Company as a result of the improper disclosure of any private information belonging to any Candidate or other individual or entity in connection with the Company Site and/or Service—which private information shall be construed by the definition and scope by all applicable state and federal laws, without limitation. The foregoing shall apply regardless of the cause of any such improper disclosure, and shall apply in the event that such disclosure is caused by a third party not under Your control. The Company represents and warrants that it shall take all reasonable steps and make every reasonable effort to ensure the security of any information residing on the Site as a part of the Service, and You agree that the Company is not required to take any further measures to protect against potential breaches of the security of any private information residing on its servers.

1.7.1 Responsibility for Security of Personal Information

You shall bear sole responsibility for ensuring compliance with any and all applicable federal, state and local laws, legislation, regulation and/or other applicable rules (collectively “Privacy Requirements”) with respect to the protection of private information. You agree to also bear sole responsibility for remaining aware of any and all changes required by amendments or other revisions—in whole or part—to the Privacy Requirements. In the event that any such revisions or amendments to Privacy Requirements necessitate that the Company alter the Site or the Service, You are required to promptly notify the Company of the same. Without limiting the generality of the foregoing, You must: (a) not do any act, or engage in any practice in respect of Candidate Data that would contravene Privacy Requirements; (b) comply with any directions, guidelines, determinations, rulings or recommendations of the any government body or organization in respect of dealings with Candidate Data; (c) immediately notify Us if You become aware of a breach or possible breach of the Privacy Requirements in respect of any Candidate Data; (d) if You are a Recruiter or Recruitment Company, immediately remove Personal Information in Candidate Data from the Service where a complaint or other request to do so has been made by a Candidate; and (e) ensure that any of Your personnel who are required to deal with Candidate Data are aware of the obligations set out in this clause.

1.7.2 Responsibility for Insurance Related to Privacy Requirements

You shall bear sole responsibility for securing and paying forany appropriate insurance or other protective coverage to cover any losses, liability or other damages resulting from a privacy breach, and Your choice whether or not to secure such insurance is agreed to be irrelevant with respect to the portion of any liability cost or that could possibly be attributable to the Company pursuant to the terms of this Agreement, which is zero.

1.8 Change of Service

The Company reserves the right to make any changes to the Service necessary or desirable, so long as any such changes are not reasonably likely to result in Your inability to use the Service effectively and not reasonably likely to cause You to breach one or more terms set forth herein. We will use all reasonable endeavours to give prior notice of such changes on the Site but You acknowledge that prior notice may not be able to be given in respect of all changes (including, without limitation, any urgent necessary changes to remedy errors or defects on the Site or in the Service).

1.9 Lawful use

You must use the Site and the Service for lawful purposes only and ensure that Your access to, or use of, the Site and the Service is not illegal or prohibited by law. It is Your responsibility to obtain legal, financial, accounting and other professional advice in relation to compliance with all Applicable Laws in using the Site and the Service.

You agree at all times to handle securely any information or material provided by the Company or made available by virtue of Your access to the Site (including, without limitation, Our Materials and Posted Materials) in a manner which complies with all Applicable Laws.

1.10 Misuse of information

You must not misuse, in any way, the Service, or any of Our Materials or the Posted Materials (including, without limitation, copying, adapting, reproducing, storing, distributing, printing, displaying, performing, publishing, communicating to the public or creating derivative works of the whole or any part of Our Materials or the Posted Materials except as expressly permitted by this Agreement unless authorized to do so in writing by the Company You must not interfere with or disrupt (or attempt to interfere or disrupt) any servers or networks connected to the Site. To the maximum extent permitted by law, We shall not be liable for any Loss suffered or incurred by You arising from or in connection with any Site User's misuse of any Posted Materials Posted by You or any other Site User on the Site.

1.11 Communications with Site Users

In any communications with other Site Users, You must not send threatening, offensive or abusive communication or any communication intended to, or likely to, threaten, offend or abuse another Site User. You must not solicit any business from any other Site User or buy or sell (or attempt to buy or sell) products and/or services (other than Employment of Candidates) through the Site or the Service.

1.12 No misrepresentations

It is a condition of Your use of the Service that You must not either through any act (including, without limitation, Posting information in Your Account Profile, a Candidate Profile, a Job Posting or Job Application) or any omission, engage in conduct which misleads or deceives or is likely to mislead or deceive others. Without limiting the generality of the foregoing: (a) You must not create an Account with a false name, false or misleading contact details or any other false or misleading information; or (b) if You are a company or an individual engaged in the provision of recruitment services (including, but not limited to, a Recruitment Company or a Recruiter), You must not create or use another Account on the Service as a Candidate.

1.13 Information on the Site or available through the Service

We do not warrant or represent the accuracy, completeness or suitability for Your intended use of any information (including, without limitation, any Our Materials or Posted Materials) on the Site or available through the Service. You are responsible for the use of any such information and You should make Your own enquiries to check if the information is accurate, complete and suitable for Your intended use.

None of the Our Materials is intended to constitute recruitment or other professional advice. The Site may contain information that includes the views or recommendations of others that are not necessarily Our views.

The Site may contain links to internet sites maintained by third parties. These links to third party sites are provided for Your convenience. Such links are not under Our control and We are not responsible for the contents (including the accuracy, completeness or suitability for Your intended use) of any linked site or any link contained in a linked site. We do not endorse any information on those linked sites or any associated organisation, product or services.

1.14 Disclaimer

To the maximum extent permitted by law, We shall not be liable for any Loss (including Consequential Loss), howsoever caused (including through our negligence), suffered or incurred by You arising from or in connection with: (a) Your access to, or use of, the Service, this Site, any of Our Materials, any of the Posted Materials or any linked site; (b) any decision or action taken by You in reliance on any of Our Materials or any of the Posted Materials; (c) any error or defect in the Site or the Service; or (d) any contravention by any Site User of any Applicable Laws. The foregoing does not supersede or alter any similar or other provision regarding liability contained herein.

The above disclaimer does not, nor does anything else in these terms and conditions, attempt or purport to exclude liability for death or personal injury caused by Our or Your negligence or under any statute if, and to the extent, such liability cannot be lawfully excluded.

1.15 Statutory warranties

To the maximum extent permitted by law, Our liability under any guarantee, condition or warranty (including, without limitation, any guarantee, condition or warranty of merchantability, acceptable quality, fitness for purpose or fitness for disclosed result), or any other right or remedy, under any legislation or implied into this Agreement by any legislation (Statutory Warranties) is hereby excluded. Where We are liable under any Statutory Warranties, and any legislation avoids or prohibits provisions in a contract excluding or modifying the application of, or exercise of, or liability under, such Statutory Warranties, Our liability for any breach of such Statutory Warranties shall be limited, at Our option, to one or more of the following: (a) if the breach relates to goods: the replacement of the goods or the supply of equivalent goods; the repair of such goods; the cost of replacing the goods or of acquiring equivalent goods; or the cost of having the goods repaired; and (b) if the breach relates to services: the supplying of the services again or the cost of having the services supplied again. You acknowledge and agree that reliance by Us on this limitation of liability is fair and reasonable in all the circumstances.

1.16 Limitation of Liability

The Company shall not be liable for any delay or failure to perform its obligations under this Agreement if such a delay or failure is due to circumstances beyond the Company’s reasonable control, including—but not limited to—potential circumstances involving server failure, piracy, unauthorized “hacking” of a Company website or malfunction caused by any other registered user of the Company website and/or server or any unauthorized individual or entity that obtains access to the Service or the Company website platform.

1.17 Indemnity

You agree to be liable for, and shall indemnify and save harmless, Us, Our officers, employees and agents (those indemnified against any and all claims, losses suffered or incurred by the Company in connection with: (a) the terms and conditions set forth herein; (b) any obligation or warranty made by You under this Agreement; (c) any violation of any federal or state law related to privacy rights, including any intentional or inadvertent disclosure of private information, regardless of the individual or entity making such disclosure; (c) any wilful misconduct by You; (d) any negligent act or omission by You; or (e) all manner of actions, causes of actions, proceedings, claims, demands, losses, costs (including legal costs on a solicitor and client basis), damages and expenses whatsoever which may be brought or made against those indemnified or which those indemnified may sustain, pay or incur in connection the Agreement.

1.18 Copyright

All copyright in Our Materials (including, without limitation, text, graphics, logos, icons, sound recordings and software) is owned by Us. Material procured from a third party may be the subject of copyright owned by that third party. Except as expressly authorised, and subject to the conditions prescribed under Applicable Law, or except as expressly permitted by this Agreement or as reasonably contemplated by the normal use of the Service, You must not breach Our or such third party's copyright, in any form or by any means including by: (a) copying, adapting, reproducing, storing, distributing, printing, displaying, performing, publishing, communicating to the public or creating derivative works of the whole or any part of Our Materials; or (b) commercializing the whole or any part of Our Materials, without Our express written permission or, in the case of third party material, from the owner of the copyright in that material.

1.19 Trade marks

Trademarks used on the Site are a trademark or registered trademark of Us or its respective owner. THE SEARCH PARTY is a registered trademark of Ours. Except to the extent agreed to the contrary in writing, You irrevocably grant to Us permission to use Your name and trademarks to promote Our relationship with You publicly (including on the Site). If You use any trademarks owned by Us in reference to Us, the Site or the Service, You must include a statement attributing that trademark to Us. You must not use any of Our trademarks: (a) in or as the whole or part of Your own trademarks; (b) in connection with any business, products or services which are not Ours; (c) in a manner which is or may be confusing, misleading or deceptive to any person; or (d) in a manner which disparages Us, the Service or the Site.

1.20 Public statements

You must not release to the public any news release, advertising material, promotional material or any other form of publicity relating to the Company to You or any of your customers, agents or other affiliates, without the Company’s prior written permission.

1.21 Termination

The Company may, at its discretion, terminate this Agreement and/or Your access to all or part of the Site and the Service without or without cause or explanation. Certain provisions of this Agreement, including but not limited to sections 1.7, 1.13, 1.14, 1.15, 1.16, 1.17, 1.18, 1.19, 1.20, 1.22, 1.23, 2.2, 2.4, 2.6, 2.8, 4.5 and 5, shall survive any partial or full termination of this Agreement.

1.22 TAX

Unless otherwise stated by Us, all pricing is exclusive of all federal, state and local taxes.

1.23 Limitation on Discretionary Waiver

If the Company chooses to waive, in whole or part, any rights available to us under this Agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion. Any such waiver shall only be effective if given in writing. A failure or delay by the Company to exercise any right or remedy provided under these terms and conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy by the Company.

If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason, the remainder of this Agreement shall continue in full force and effect, and the undersigned agree to be bound accordingly.

1.24 Choice of Law

The parties to this Agreement agree that any dispute between the parties shall be resolved, whether though formal litigation or otherwise, pursuant to the laws of the State of New York. Moreover, the parties agree that any formal dispute shall be adjudicated in a state or federal court in New York, absent written agreement otherwise by the parties.

1.24 Linking to Our Site

You may link to Our home page, provided You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists.

You must not establish a link to our Site in any website that is not owned by You. Our Site must not be framed on any other site, nor may You create a link to any part of our Site other than the home page.

We reserve the right to withdraw linking permission without notice.

If You wish to make any use of content on Our Site other than that set out above, please contact sales@thesearchparty.com.

1.25 Entire Agreement

The Agreement constitutes the entire agreement between the parties in relation to its subject matter. It replaces and extinguishes all prior agreements, draft agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and undertakings of any nature made by or on behalf of the parties, whether oral or written, in relation to that subject matter. The foregoing is subject only and fully to any modifications, revisions, supplementation and/or other change (whether by creation, revision, retraction or otherwise) of any and all applicable state or federal privacy law, legislation and/or regulation, awareness of and compliance with which shall be continuing, perpetual and solely Your and any other part(ies) in your control, at all times.

You and We acknowledge that in entering into this Agreement neither You nor We have relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other party in relation to the subject matter of this Agreement at any time before its signature (together Pre-Contractual Statements), other than those which are set out in this Agreement. You and We hereby waive all rights and remedies which might otherwise be available to You and Us in relation to such Pre-Contractual Statements.

Nothing in this paragraph 1.25 shall exclude or restrict the liability of You or Us arising out of pre-contract fraudulent misrepresentation or fraudulent concealment.

2. EMPLOYERS, RECRUITERS AND RECRUITMENT COMPANIES

In addition to any other applicable terms and conditions contained in clause 1, if You are an Employer, Recruiter or Recruitment Company, You agree to and are bound by the following terms and conditions in this clause 2.

Part 2A – Terms and Conditions relating to the Service generally

2.1 No endorsement of Candidates or Candidate Profiles

We do not review or vet, nor are We responsible for reviewing or vetting, Candidates, Candidate Profiles or representations (whether oral or in writing) made by those Candidates (including, without limitation, any representations in any Job Applications or Posted Materials).

2.2 Job Postings

You grant an irrevocable, perpetual, royalty-free license to Candidates to download Job Postings Posted by You for the purpose of making Job Applications.

2.3 Prohibited commissions

You agree not to ask or require any Site User to pay any charge or other amount whatsoever to You to make a Job Application for any Job Posting or respond to any Job Posting Posted by You on the Site, whether such charge or amount is asked or required of the Site User in the Job Posting itself or in any communication with the Site User that takes place as a result of a Job Posting Posted on the Site. If You are a Recruitment Company or a Recruiter, You agree not to ask or require any Site User to pay any charge or other amount whatsoever to You to Post a Job Posting on their behalf. The foregoing does not prevent Employers paying Recruitment Commissions in accordance with these terms and conditions.

2.4 Compliance with legal obligations

You must comply with all contractual, statutory and other legal obligations owed by You to any Candidate in relation to the recruitment, placement or Employment of that Candidate including compliance with all Employment related Acts and Regulations in any jurisdiction for which the relevant legal precedent, legislation and/or other regulation may be applicable.

2.5 Implementation Services

If You are a Recruitment Company and require assistance with setting up of, or migration of Content to, the Service, We may provide you with the Implementation Services under a Contract (if any) with You. Alternatively, You may engage with an approved data migration partner, available through a network provided by Us, who will migrate Your data under a contract directly with You. You bear sole responsibility, liability and duty to ensure compliance the proper and legally compliant data migration, and agree to hold harmless and indemnify the Company for any losses, claims, damages, or other allegations that may be made against the Company (by a party or non-party, without limitation and inclusive of attorneys’ fees) in the event of any inadequate handling of data of any kind, including but not limited to in the course of data migration.

We will provide You with a primary contact during the Implementation Services, advise you once the Implementation Services are complete and provide you with acceptance testing criteria for testing the Service. Subject to Your compliance with Your obligations below, We will use Our reasonable endeavours to ensure all Your Content is migrated within fourteen (14) days of being provided Your Content (including, by any approved data migration partner) in Our approved format.

You must provide all Your Content for use in the Service. You represent and warrant that you will use an approved data migration partner to extract and prepare all Your Content for migration to the Service to Our approved format. You bear all responsibility for any and all errors and omissions associated with data migration. We are not responsible for any delay or failure by the data migration partner to prepare Your Content in Our approved format. Upon completion of the Implementation Services, You are responsible for confirming the accuracy and completeness of any migration of Content and You must conduct acceptance testing and cooperate with Us to resolve any issues arising from such testing.

You acknowledge that You will not have access to Your Content upon suspension or cancellation of Your Account.

2.8 Fixed term

If you are a Recruitment Company, Your Contract (if any) may specify a Fixed Term. This agreement continues for the Fixed Term unless earlier terminated.

You may terminate this Agreement by giving not less than 30 days written notice to Us provided that, if a Fixed Term is specified in a Contract, You must pay to Us, by way of liquidated damages, a cancellation charge equal to the average (over the 3 months immediately preceding the month of termination) of the actual monthly Service Fees or the Minimum Fees, whichever is the greater, multiplied the number of months, or part thereof, between the date of termination and the end of the Fixed Term. You acknowledge and agree that the amount of the cancellation charge is a genuine pre-estimate of the loss and damage suffered by Us by the termination of this Agreement.

This Agreement shall continue once the Fixed Term ends on a month to month basis unless earlier terminated by You in accordance with this Agreement.

Part 2B – Terms and Conditions relating to the Recruiter Tools

2.9 Verification and authorisation

In respect of the Employment of a Candidate: (a) the relevant Employer (or an Employing Line Manager acting on behalf of the Employer) is responsible for verifying and authorising timesheets for that Candidate using the Service; (b) the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) is responsible for verifying and authorising timesheets for that Candidate using the Service, if the Employer or its Employing Line Manager is unable or unwilling to do so; and (c) the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) is responsible for ensuring that the Candidate provides such documents and other information necessary for the purposes of verifying timesheets for that Candidate as correct.

In respect of the Employment of Candidates recruited by a Recruitment Company, the relevant Recruitment Company (or a Recruiter acting on behalf of the Recruitment Company) is responsible for verifying and authorising Authorised Invoices generated through the Service.

We do not verify or otherwise test, nor are We responsible for verifying or testing: (a) timesheets for Candidates generated through the Service; (b) Authorised Invoices generated through the Service; or (c) the currency or validity of any authorisations by any Site User using the Service or the capacity of any Site User purporting to be authorised to provide such authorisation.

Part 2C – Terms and Conditions relating to the Marketplace Service

2.10 Dealing with Candidates and Candidate Data using the Marketplace Service

You must comply with, and not do anything to cause another Site User to fail to comply with, the following processes for dealing with Candidates and Candidate Data using the Marketplace Service: (a) if a Candidate is identified for a Job Posting of an Employer through a Candidate Profile Posted using the Marketplace Service, the relevant Recruiter who Posted the Candidate Profile will be notified and that Recruiter must contact the Candidate to request express Consent to provide further Candidate Data to the Employer; (b) if an Employer is notified of a Candidate through use of the Marketplace Service, the Employer must not make direct contact with the Candidate, disclose to any third party the identity of the Candidate (whether suspected or known) or use a Candidate Profile or any other Candidate Data for any purpose other than filling an actual Job vacancy of the Employer; and (c) if the Recruiter obtains express Consent to do so, the Recruiter will provide further Candidate Data to the Employer through the Service. You acknowledge that, if You are an Employer and You make direct contact with a Candidate which leads to Employment of that Candidate, You must pay to Us our Marketplace Fees in respect of that Employment as if it were a result of the Candidate being placed in a Job through the Marketplace Service. You acknowledge that, if You are an Employer, not all Candidates available through the Marketplace Service may be actively seeking Employment, a Candidate Profile may have been Posted by a Recruiter merely as a result of previous dealings by that Candidate with the Recruiter and You will not use any information obtained through the Marketplace Service about a Candidate who is an employee of You other than in accordance with these terms and conditions.

2.11 Recruitment Commissions – Recruitment Companies

If You are a Recruitment Company and You use the Marketplace Service, You acknowledge that all Recruitment Commissions must be processed through the Marketplace Service. We will prepare Our Invoices and invoice Employers for all Recruitment Commissions and collect all Our Invoices for Recruitment Commissions through the Marketplace Service. You agree that We may invoice You for, and deduct from each Recruitment Commission collected by Us, the Marketplace Fees in respect of those Recruitment Commissions.

Unless expressly agreed in writing to the contrary, You agree that We shall remit the balance (after deduction of Our Marketplace Fees) of any Recruitment Commission collected in respect of a Candidate’s Employment subject to retaining any applicable amounts until any applicable Guarantee Periods for each respective Candidate’s Employment have passed (Retained Amounts). For the avoidance of doubt, if more than one Guarantee Period applies to a Candidate, We shall be entitled to deduct Our Marketplace Fees prior to remitting the balance of the first Retained Amount to You and We shall only remit subsequent Retained Amounts after each subsequent Guarantee Period has passed.

You acknowledge and agree that it is solely Your responsibility to provide (and We are not responsible for, or liable in any way, for the provision of) the replacement services.

Applicable to 50% Credit and 100% Guarantee options:
Where an Employer has paid their Invoice on time, We will pay You 50% of the Recruitment Commission (after the deduction of Our Marketplace Fees) within 7 days of the Candidate Start Date. The balance will be paid to You in accordance with the terms agreed through the platform.

Applicable to Free Replacement guarantee options:
Where an Employer has paid their Invoice on time, We will pay You 100% of the Recruitment Commission (after the deduction of Our Marketplace Fees) once funds are received from the Employer.

You agree that we have no obligation to pay the balance of any Recruitment Commission in respect of a Candidate’s Employment unless and until we collect the Recruitment Commission for that Candidate’s Employment, and we shall pay this balance (in accordance with the agreed placement terms with the Employer through the platform) to You within 7 days of receipt of the respective Recruitment Commission by Us, subject to the Candidate commencing employment. We shall be entitled to create a RCTI in respect of any balance of Recruitment Commission remitted to You.

Where an Employer claims Our 100% guarantee for a Candidate that was placed through Your company and the Employer has selected You to find a suitable replacement, You are entitled to a new placement fee (after deduction of Our Marketplace Fees) less the guarantee that You have already been paid.

2.12 Recruitment Commissions – Employers

If You are an Employer, You acknowledge that We may invoice You Our Invoice and collect all Recruitment Commissions payable by You through the Marketplace Service. You agree that We may deduct from each Recruitment Commission collected by Us, the Marketplace Fees payable to Us in respect of those Marketplace Fees provided that, if a Candidate’s Employment terminates for any reason prior to the expiration of any Guarantee Period in respect of that Candidate, we shall credit You the balance of the relevant Rebateable Portion of the Recruitment Commission (after deduction of Our Marketplace Fees) to You.

You will receive a credit note to the value of the Rebateable Portion of the Recruitment Commission, to be used by You in respect of future services. The credit note may be used towards any future placement with any Recruiter on the platform. Credit notes cannot be redeemed for cash or transferred to another party. The credit shall apply if the Candidate’s Employment terminates for any reason prior to the expiration of a relevant Guarantee Period if a fee rebate guarantee was selected by You. If You have selected a free replacement guarantee, then You acknowledge and agree that it is solely the Recruiter’s responsibility to provide (and We are not responsible for, or liable in any way, for the provision of) the replacement services.

Our invoices to You for recruitment commissions will be due on the latter of 14 days from placement date or the day following Candidate start date. If a candidate who is placed does not present on their first day, 100% of the fee, including our Marketplace Fees will be refunded to You. Where a Candidate has commenced employment, i.e. presented on day one, any guarantees or rebates agreed through the platform will take effect.

Failure of an Employer to pay an invoice for recruitment commissions on time voids any agreed guarantee and rebate terms, and will lead to legal proceedings in pursuit of the fees owing.

If You selected the 100% Guarantee, the following conditions apply:

Where a Candidate has commenced employment, and does not meet the agreed role requirements within the first 30 days of employment, and You terminate their employment, We will credit 100% of any fees You have paid (including our Marketplace Commission). To initiate Your claim, You must notify Us and the Recruiter by email, and in the platform, within 24 hours of the new hire failing to meet Your requirements. The credit is available for one use only and is valid for twelve months starting from the failed hire’s last day of employment. The credit may be used to hire a replacement or for a new role. If the second placement does not work out, you will not be eligible for another 100% credit outside of any role-specific guarantee You may have agreed with a recruiter.

For the avoidance of doubt, there is no 100% guarantee on contract roles.

2.13 Recruitment Commissions – Exclusions

Despite any other provision of these terms and conditions, no Recruitment Commission is payable to a Recruitment Company (Relevant Recruitment Company) in respect of any Candidate Employed by an Employer in a Job if: (a) on the date on which the Candidate Profile for that Candidate was provided to the Employer: (i) the Candidate had previously been introduced to the Employer (whether by a Recruitment Company (other than the Relevant Recruitment Company) using the Service or any other provider of recruitment services by any other means) for that Job or any substantially similar role at any time in the previous 6 months; or (ii) the Employer had independently made contact with (and can provide evidence to support this contact having been made), within the previous 1 month, or had discussions with, the relevant Candidate for that Job or any substantially similar role and the Candidate had not been rejected for that Job or role, within the previous 1 month; or (b) the date on which the Employer Employed the Candidate in that Job or any other role was more than 6 months after the date on which the Candidate Profile for that Candidate was provided to the Employer by the Recruitment Company.

2.14 Candidate’s rights in respect of Candidate Profiles

Despite any other provisions of these terms and conditions, if (a) any Candidate Profile is migrated onto, or created on, the Marketplace Service by a Recruiter Company and (b) an Account is established for the Candidate to whom the Candidate Profile relates on the Marketplace Service, then, despite any termination or suspension of access by the Recruitment Company to the Service, that Candidate Profile shall remain on the Marketplace Service to be accessed and used by the Candidate.

Part 2D – Introduced Employer Incentive Plan

This Part applies to You if You are a Recruitment Company and You use the Marketplace Service. If:

  • (a) You introduce to us, through a marketing campaign which shares Your referral link from your account in the Marketplace Service, an Employer client of Yours; and
  • (b) within 7 days of the date of the introduction (Introduction Date), that Employer creates an Account in their capacity as an Employer on the Site (Introduced Employer), save that an Employer shall not be regarded as an Introduced Employer if the Employer currently has, or had in the six (6) months prior to the Introduction Date, an Account on the Marketplace Service or is currently being approached by Us to become an Employer on the Marketplace; and
  • (c) at any time in the 12 month period immediately after the Introduction Date, a Candidate is Employed by that Introduced Employer through another Recruitment Company (not related to You) using the Marketplace Service,

We will pay to You a commission equal to 5% of the Recruitment Commission paid by that Introduced Employer in respect of Candidate (Introduction Commission). For the avoidance of doubt, no Introduction Commission is payable to You in relation to an Employer that is not an Introduced Employer (as defined above). Within thirty (30) days of the end of each calendar quarter, We will pay to You all Introduction Commissions calculated on Recruitment Commission, in respect of which the relevant Marketplace Fees which relate to the relevant Recruitment Commission are received in that calendar quarter or We may set off the amount of Introduction Commissions owed to You against any amount You owe to Us in respect of the Marketplace Service.

3. CANDIDATES

In addition to any other applicable terms and conditions, if You are a Candidate, You agree to and are bound by the following terms and conditions in this clause 3.

3.1 Information for personal, non-commercial use only

You agree that information contained on this Site is for personal use only and may not be sold, redistributed or used for any commercial purpose (including, without limitation, the use of Employer's contact details for making unsolicited commercial correspondence). You may download Our Materials and Posted Materials from this Site for personal, non-commercial use only, provided You keep intact all copyright and other proprietary notices.

3.2 No endorsement of Job Advertisements

We do not endorse nor recommend any of the Job Postings on the Site or any Employer, Employing Line Manager, Recruiter or Recruitment Company. It is solely Your responsibility to evaluate each Job Posting and all Our Materials and Posted Materials provided through the Site or the Service generally.

3.3 Authority of Recruiters and Recruitment Companies

We do not verify or otherwise test, nor are We responsible for verifying or testing, the currency or validity of the authorisation of, or any Consent obtained by, any Recruiter or Recruitment Company who creates an Account, or Posts information in a Candidate Profile, on behalf of You.

3.4 No guarantee of Job vacancy

We do not represent or warrant to You the continued availability of any particular Job advertised in any Job Posting. We shall not be liable for any Loss suffered or incurred by You arising from or in connection with any Job not being available.

4. POSTING CONDITIONS

In addition to any of other applicable terms and conditions, if You Post any Posted Materials on the Site, You agree to and are bound by the terms and conditions in this clause 4.

4.1 Content

It is Your responsibility to check any Posted Materials Posted by You on the Site for any errors as soon as it is Posted on the Site. We shall not be liable for any errors in Posted Materials Posted on the Site.

You agree not to use any feature of the Site or the Service or any other means to send unsolicited commercial correspondence to Site Users, whether individually or as a group.

You are not permitted to insert links to an external website within the details of a Job Posting without Our express written approval. Such approval may be, in Our absolute discretion, subject to specific terms and conditions.

We reserve the right to review any Job Posting prior to publication on the Site or any time thereafter and to remove any Job Posting if it: (a) relates to an Excluded Category; (b) does not comply with these terms and conditions; or (c) does not comply (in Our opinion) with any Applicable Laws.

4.2 Correcting Your Profile

We reserve the right to delete or correct Your Account Profile or Candidate Profile if You enter Your details into an incorrect field when using the Service. You agree that it is Your responsibly to ensure that You enter Your details into the correct field in Your Account Profile or Candidate Profile.

4.3 Job Category

You must ensure that any Job Postings Posted to the Site are Posted to the appropriate Job Category on the Site. It is solely Your responsibility to ensure that You familiarise Yourself with the advertising requirements of each available Job Category on the Site to ensure appropriate placement of Job Postings.

4.4 Complying with equal opportunity laws

Without limiting the generality of any provision of these terms and conditions, in connection with the Posting of any Job Posting using the Service, You must comply with all Applicable Laws relating to anti-discrimination and equal opportunity. Where an exemption to comply with any of these Applicable Laws has been granted, the exemption number must be included in the Job Posting posted by You.

4.5 Warranties

You represent, warrant and undertake to Us that: (a) all Posted Materials Posted by You on the Site do not breach any Applicable Laws; (b) all Posted Materials Posted by You on the Site do not breach any Intellectual Property rights of any third party; and (c) all Posted Materials Posted by You on the Site will be free of any materials that could reasonably be considered harmful, offensive or otherwise inappropriate under any state or federal law, legislation or any other regulation.

4.6 Our obligations

The Company will use all commercially reasonable efforts to publish Job Postings promptly, to ensure that any disruptions to, or a denial of access to the Service, are remedied as soon as commercially practicable and to avoid any inadvertent errors in Posted Materials.

The Company makes no representations, warranties or other guarantees of any kind other than those set forth above herein.