Terms and Conditions
These Terms constitute an agreement between Talentful Ltd (“Talentful”, “We”, “Our”, or “Us”), Talentful app (“App”), and other Talentful related sites, apps, communications and other services that state that they are offered under this Agreement (“Services”). The Agreement applies to all registered users of Our Services (“Users”, or as used herein, “You”, “Your”, “Yourself”), including, but not limited to, Users who are seeking employment and/or contractor opportunities through Our Services (“Candidates”) and companies interested in hiring or engaging Candidates (“Clients”). If You engage a Candidate and the Candidate works in a country other than the country in which Your office through which You engaged the Candidate is located, You will be bound by the geographic-specific terms applicable to the region in which the Candidate works.
Talentful is an UK company with its registered office at 4th Floor, 115 Shaftesbury Avenue, London, England WC2H8AF, United Kingdom and registered number 09683024. Talentful is the owner and operator of the website accessible at https://staging.talentful.com (“Website”), and of the Services provided by Talentful on its Website.
Talentful provides recruitment services and can operate as an employment agency as defined by the Employment Agencies Act 1973 (as amended). Talentful shall comply with all laws applicable to it which may include the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended). For the avoidance of doubt, Talentful is not and shall not be the employer, agent, partner or joint venture partner of any Candidate or Client. Please note that these Terms may be modified at any time, therefore you are invited to consult them regularly. When important or significant changes are made, the page containing the Terms will be updated on the Website. We will also update the “Version Published” on date at the top of the Terms. If you are registered on the Website, we will also notify you by email of any changes. Any modification of the Terms will be effective immediately for new Users of the Website and will be effective thirty (30) days after the publication of the new Terms for existing Users. If you do not agree to the new Terms, your sole remedy is to cease using the Website and Service. Otherwise, your continued use of the Website will constitute acceptance of the change(s).
Registration and account information
In order to use Our Services, You must register for an account. In registering, You agree to provide accurate, current, and complete information about Yourself (“Registration Data”) and update it as necessary. If Talentful has reason to believe that Your Registration Data is inaccurate, outdated, or incomplete, Talentful may suspend or terminate Your account and refuse any and all use of the Services. You agree You will not (a) create an account using a false identity or information that is not your own; (b) have more than one account; (c) create an account or use the Services if You have been previously removed from the Services. We reserve the right, in Our sole discretion, to accept or reject Your registration to use Our Services. If Your registration is accepted, You will be allowed access to the Services.
You will be responsible for maintaining the confidentiality of your password and account and will be fully responsible for any and all activities that occur under your account. You agree to immediately notify Us of any unauthorised use of Your account or any other breach of account security. We will not be liable for any loss or damage arising from your failure to comply with this paragraph
You are responsible for Your use of the Services and for any use of the Services made using Your account, including by any third parties. You agree not to access, copy, or otherwise use the Services beyond the permitted use hereunder. When using Our Services, You agree that You will not (1) copy or distribute any part of the Services, including by way of automated or non-automated “scraping” (2) use any automated systems including “robots” and “spiders” (3) interfere with or compromise Our systems’ integrity or decipher any server transmissions (4) impose any unreasonably large load on Our infrastructure (5) upload viruses or worms to the Service (6) collect or retain any personally identifiable information contained in the Service (7) access the Service by any means other than authorised herein, including virtual private networks which are expressly forbidden (8) stalk, harass, bully or harm others (9) impersonate any person or entity (10) hack, spam, phish, or otherwise provide fraudulent, manipulative, or inflammatory content. Your continued access to Our Services are contingent on Your agreement to act in a professional manner.
Third party agents
You may permit third party agents to use the Service on Your behalf (“Third Party Agents”) for the sole purpose of delivering services to You. You are fully responsible for Your Third-Party Agents’ actions and any breach of this Agreement by a Third Party Agent shall be deemed to be a breach by You
Third party services
Talentful may provide to You, or provide Your Content to, certain third party services or third party service providers (collectively, “Third-Party Service(s)”) which may also provide to You links to sites, job postings, email and telephone correspondence and other offers outside of the Talentful network. Such Third-Party Services are provided “AS IS” without indemnification, support, or warranty of any kind, and this Agreement does not apply to Your use of any such provided Third Party Services. You are responsible for evaluating whether You want to access or use such Third Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third Party Services available outside of the Talentful network, or may choose to not utilise such Third Party Services at any time. We reserve the right to suspend Third Party Services at any time. You should review any applicable terms and/or privacy policies of a Third-Party Service before using it or sharing any information with it, because You may give the operator permission to use Your information outside of what You have agreed to herein. Talentful is not responsible for, nor endorses any features, content, advertising, products or other materials on or available from such Third-Party Services.
As Users of Our Services, all information You post, transmit, or submit through Our Services (“Content”) is intended to be shared with other Users. By submitting any Content to us, You hereby represent and warrant that You own all rights to the Content or, alternatively, that You have the right to give us the license described below. You further represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. We are not required to or under any obligation to review any Content posted by Our Users on Our Services, although We reserve the right to do so with or without notice, to prevent or rectify any alleged violations of this Agreement or any applicable law. We reserve all defences made available to us by the Communications Decency Act and any other applicable laws, rules, or regulations.
We may refuse to accept or display the Content, and may remove or delete all or any portion of the Content at any time. You understand that Talentful is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content, and that such Content is not the responsibility of Talentful. You further understand and acknowledge that You may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against the Talentful Parties with respect thereto.
Licensing to Talentful
Users will retain all rights to the Content they upload or create on or through the Services. You hereby grant to Talentful and its owners, affiliates, representatives, licensees, licensors and assigns (the “Talentful Parties”) a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to display, modify, publicly perform, distribute, store, broadcast, transmit and reproduce Your Content, logo(s), service marks, trademarks and trade names in conjunction with the Services, including in developing, enhancing, and supporting the Services. You waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section. We reserve the right to display advertisements in connection with the Content.
Limitations of liability
Talentful is not liable for (1) any Content posted on Our Services; (2) contracts or other obligations that may arise between Users; (3) any damages that result through Your use of Our Services; (4) any negative or critical comments that may be posted by other Users through the Services; or (5) any of the Third Party Service(s) You may be provided pursuant to Your use of the Services.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL TALENTFUL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE AND/OR SERVICE, WHETHER OR NOT TALENTFUL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE WEBSITE OR SERVICE, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM (1) THE USE OR INABILITY TO USE THE SERVICES; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (3) ANY OTHER MATTER RELATED TO THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL TALENTFUL BE LIABLE TO A USER, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR MORE THAN THE GREATER OF (1) THE TOTAL AMOUNT PAYABLE BY THE USER TO TALENTFUL FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE, OR (2) $100.
THE LIMITATIONS OF THIS SECTION WILL NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
Our licensors and service providers will have no liability of any kind under this Agreement. You may not bring any claim under this Agreement more than twelve (12) months after the cause of action arises.
9.1 Confidential Information
Means non-public information disclosed or otherwise made available by one party in connection with the Service that are provided under circumstances reasonably indicating their confidentiality. Our Confidential Information includes: (1) login credentials; and (2) any information or materials relating to the Services. Your Confidential Information does not include Your Content.
A party may use Confidential Information of the other party solely as permitted under, or to exercise its rights and perform its obligations under, this Agreement. Each party will disclose the Confidential Information of the other party only to individuals who have a need to know the Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than that under this Agreement.
The recipient’s obligations under this Section will not apply to information that: (a) was already rightfully known to the recipient; (b) was disclosed to the recipient by a third party who had the right to make the disclosure; (c) becomes generally available to the public; or (d) was independently developed by the recipient without access to, or use of, discloser’s Confidential Information. The recipient may disclose Confidential Information to the extent the disclosure is required by law or regulation or the listing rules of any stock exchange. The recipient will provide the other party notice, when practicable, and will take reasonable steps to contest and limit the scope of any required disclosure.
9.4 Continuing Obligations
You agree to keep all information gained from using Our Website confidential; You agree that (1) You will use any content submitted by Candidates or Clients in accordance with applicable privacy and data protection laws; (2) You will not disclose the names or identities of any Candidates; AND (3) You will take appropriate physical, technical and administrative measures to protect content You obtain through use of the Website and/or Service from loss, misuse, unauthorised access, disclosure, alteration or destruction. You also agree not to post, publicly or privately disclose or disseminate any job offers, or contractor opportunities which You become aware of through Our Website or Service
Intellectual property rights
The entirety of the Services, along with any logos, features, trademarks, designs, or the like contained therein (“Marks”), are owned by or licensed to Talentful, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Talentful reserves all rights in and to the Services. You agree you will not use, copy, or distribute any content contained within the Services beyond the authorised use hereunder.
Disclaimer of warranties
THE SERVICES ARE PROVIDED TO YOU AS IS. TALENTFUL PARTIES EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS SUCH AS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT.
THE TALENTFUL PARTIES MAKE NO guarantee THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (3) THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE Website AND/OR SERVICE. YOU UNDERSTAND AND ACKNOWLEDGE THAT ANY COMMUNICATION SENT THROUGH THE SERVICE MAY BE VIEWED BY THIRD PARTIES AND, AS SUCH, ARE NOT CONSIDERED CONFIDENTIAL AND TALENTFUL HAS NO RESPONSIBILITY, CONTROL OVER, OR LIABILITY FOR THE CONTENT OF THOSE MESSAGES, ANY ATTACHMENTS TO THOSE MESSAGES, OR THE CHOSEN RECIPIENTS BY THE SENDER, WHETHER SENT THROUGH THE SERVICE, OR VIA YOUR PREFERRED E-MAIL SERVICE.
You agree to defend and indemnify the Talentful Parties from and against any third party claim, including reasonable attorney’s fees, court costs, settlements, and disbursements, from or relating to (a) Your Content (b) Your use of and access to the Services (c) Your violation of this Agreement (d) Your violation of any law, rule, or regulation, or the rights of any third party (e) Your use of any Third Party Services and (f) allegations that the Talentful Parties and the Client are joint employers of any Candidate Talentful by a Client through the Services. You may not settle any Infringement Claim without Our prior written consent.
We will use reasonable endeavours to make the Website available to you at all times. However, there may be occasions when access to the Website may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. You should promptly report any fault in the Website and/or the Services to firstname.lastname@example.org and we shall endeavour to remedy the fault as soon as reasonably practical
Suspension and termination
14.1 By the User
If you wish to terminate your account, you can do so by following the instructions on the Website. If it is no longer possible for the User to connect to the internet, then the account can be terminated by sending a letter with recorded delivery to Talentful.
14.2 By Talentful
We may suspend or terminate the Services or Your account at Our discretion without explanation and notice, though We will strive to provide a timely explanation. In the event of Your breach of this Agreement, We will notify You of such breach, and in the event the breach can be cured, provide You thirty (30) days to cure such breach. If such breach remains uncured, We will terminate this Agreement with You as set forth herein. Unless you are a Subscription Client, if You wish to terminate this Agreement, You may do so by notifying Talentful at any time and closing Your account for the Service. Your notice should be sent in writing, in accordance with Section 14.9 “Notice” below. Termination of the Agreement may result in the immediate deletion of any or all of the Content. Talentful will not have any liability whatsoever to You for any suspension or termination. All provisions of this Agreement which by their nature should survive termination shall survive termination, including ownership, success fees, warranty disclaimers, indemnity and limitations of liability.
14.3 Consequences of Termination
Termination may result in the immediate deletion of all content that you have submitted to Talentful. Talentful will not be held responsible for the suspension or termination, including the loss of your content. All the provisions of these Terms which, by their nature, should continue to apply after cancellation, are applicable after cancellation, including, without limitation, the terms and conditions on ownership, the terms and conditions on recruitment fees, exclusion of liability, indemnity and limitation of liability.
Beta or Evaluation Usage
Specific Provisions for Users of the Assessment Service
The Assessment Service is owned and operated by Talentful and provides a collection of programming challenges and courses that are designed to prepare or assess a Candidate for a job interview and a platform for Clients to create custom challenges through the Assessment Service.
16.2 No Resale
The Assessment Service is to be accessed by Clients and its designated Users only and only for Clients’ internal business purposes, not for resale or unauthorised distribution to any third party.
You may not assign any rights or obligations under this Agreement without the consent of Talentful
17.2 Variation or Modifications
Talentful reserves the right, in its sole discretion, to vary or amend the whole and / or any part of these Terms at any time and without any prior notice to the User or Client whom accepts to be bound by such amended or modified Terms. Any material amendment, which shall be determined by Talentful, in its sole discretion, shall be notified to the User or Client in advance.
THIS AGREEMENT IS SUBJECT TO CHANGE BY TALENTFUL IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, We will make a new copy of the Agreement available by posting on Our Website or through the Services. We will also update the “Version Published” date at the top of the Agreement. If We make any material changes, and You have registered to use the Services, We may also notify you via email or through the Services. Changes will be effective immediately for new users and will be effective thirty (30) days after posting notice of such changes on the Website for existing users. Talentful may require You to provide consent to the updated Agreement. If You do not agree to any change(s) You agree to stop using the Services. Your continued use of the Services constitutes Your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS OF SERVICE.
You agree that We will provide notices and messages to you either within the Services or sent to the contact information that you provided Us. You are responsible for providing Talentful with your most current e-mail address. If you have provided an invalid email, or such address is not capable of receiving Talentful notices, Talentful’s dispatch of such email will nonetheless constitute effective notice. You may give notice to Talentful at the following address: 4th Floor, 115 Shaftesbury Avenue, London, England WC2H8AF, United Kingdom for the attention of the Legal Department. Notices shall be deemed given when received by Talentful delivered by overnight delivery service or first-class postage prepaid mail.
17.4 Electronic Communications
Any communication between You and Talentful under or in connection with the Services may be made by electronic mail or other electronic means. You consent to receive communications from Talentful electronically, and agree that all terms, conditions, or otherwise, provided to your electronically satisfy any legal requirement that would be satisfied if they were in writing.
17.5 Force Majeure
We will not be liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control.
No failure to exercise, nor any delay in exercising, any right or remedy under these Terms shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.
17.7 No Partnership or Agency
Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant Condition or provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under these Terms shall not affect the validity and enforceability of the rest of these Terms.
If one party gives notice to the other of the possibility that any Condition or provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.9 Entire Agreement
17.10 Governing Law
These Terms and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English Law.
The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).