TalentDesk Limited, an entity incorporated and registered in England and Wales (“TalentDesk”) ,offers a freelancer management platform via its Site (defined below) or via other means as determined by TalentDesk from time to time (the “Platform”). By using the TalentDesk Platform, each user of the Platform (“User”) agrees to comply with and be bound by these SaaS Terms and Conditions, as well as the other TalentDesk documents incorporated by reference herein (collectively, the “Agreement”). Please review the Agreement carefully. If you do not agree to the terms and conditions in the Agreement, you must not use the Platform. With respect to Users that are Customers, this Agreement supplements the Enterprise Services Agreement between the applicable Customer and TalentDesk ("ESA"); if there is a conflict between the terms of this Agreement and the applicable ESA, the terms of the ESA shall prevail.
2.1 The Platform is made available to TalentDesk’s customers (“Customers”) and their contractors (together with the Customers, each a “User”). TalentDesk grants User a non-exclusive, non-sublicensable, non-transferable, limited license to use Platform in accordance with the terms and conditions of this Agreement and solely for User’s internal business purposes.
2.2 The User shall not make the Platform available to any third party at any time or for any purpose.
2.3 The User shall not access, store, distribute or transmit any material during the course of its use of the Platform that:
- includes or incorporates a virus, malware or other harmful or disruptive software or components;
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious beliefs, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property;
and TalentDesk reserves the right, without liability or prejudice to its other rights, to disable the User's access to the Platform if the User breaches any of the provisions of this Agreement.
2.4 The User shall not:
- copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any element of the Platform or of any software used by TalentDesk to provide the Platform (as applicable) in any form or media or by any means, or attempt to do any of the foregoing;
- de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of any software used by TalentDesk to provide the Platform, including without limitation the Platform, or attempt to do any of the foregoing;
- access all or any part of the Platform in order to build a product or service which competes with the Platform;
- use the Platform to provide services to third parties;
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Platform available to any third party; or
- attempt to obtain, or assist third parties in obtaining, access to the Platform, other than as authorised under this Agreement.
2.5 The User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify TalentDesk.
2.6 Unless otherwise agreed by TalentDesk in writing, the rights provided under the Agreement are granted to the User only, and shall not be considered granted to any other person, including but not limited to any subsidiary or holding company of the User.
2.7 For the avoidance of doubt, use of the Platform by the employees, staff or consultants of a User constitutes use by the User and not use by third parties. Users shall remain liable for any acts and omissions of their employees, staff or consultants.
3.1 The User shall own all its rights, title and interest in the User Data it uploads to the Platform and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data. As used herein, “User Data” means any data inputted by the User, or by TalentDesk on the User's behalf, into the Platform for the purpose of using the Services or facilitating the User's use of the Services.
3.2 TalentDesk shall follow its archiving procedures for User Data as set out in the Security Overview, as such document may be amended by TalentDesk from time to time. In the event of any loss or damage to User Data, the User's sole and exclusive remedy shall be for TalentDesk to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data maintained by TalentDesk in accordance with the archiving procedure set out in the Security Overview. TalentDesk shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party (except those third parties sub-contracted by TalentDesk to perform services related to User Data maintenance and back-up).
Any personal information that a User provides to TalentDesk will be dealt with in line with TalentDesk’s Privacy Notice which explains what personal information TalentDesk collects from Users, how and why TalentDesk collects, stores, uses and shares such information, Users’ rights in relation to their personal information and how to contact the supervisory authorities if Users have a query or complaint about the use of Users’ personal information.
Third Party Contracts
5.1 The parties acknowledges that the Services enable and assist TalentDesk Customers to enter into contractual and working relations with contractors and other Users of the Platform (collectively, ‘Third Parties’), and to purchase products and services from such Third Parties. Each User acknowledges and agrees that it enters into these relationships with other Users solely at its own risk and on terms that it will agree with such other Users. Notwithstanding any other term of this Agreement, TalentDesk makes no representation, warranty or commitment and shall have no liability or obligation whatsoever (including without limitation to any Customer or to any Third Party) in relation to the performance of any contractual or statutory obligation of any Customer or Third Party or for the tortious act(s) or omission(s) of the Customer or any Third Party, any transactions completed, and any contract entered into by the Customer with any Third Party. Any contract entered into and any transaction completed is between the Customer and the relevant Third Party, and does not involve TalentDesk.
5.2 TalentDesk shall inform each User registering on the Platform of the applicability of this Agreement to their use of the Platform. TalentDesk shall not be liable for any loss, cost, damage, injury or expense suffered or incurred by the User as a result of any failure by a Third Party (including another User) to comply with its obligations under this Agreement
5.3 The User undertakes that it will:
- not contract or attempt to contract outside the Platform with another User of the Platform in relation to services obtained via the Platform unless TalentDesk has given its express written permission to contracting outside the Platform. If the User breaches this undertaking, TalentDesk may, without limitation to any other rights or remedies available to TalentDesk, immediately suspend access to the Platform and/or terminate this Agreement; and
- notify TalentDesk of any offer made to it by another user of the Platform to enter an engagement outside the Platform.
6.1 The User shall:
- provide necessary cooperation in relation to this Agreement including providing identification documentation;
- provide all necessary access to such information as may be reasonably required by TalentDesk;
- comply with all applicable laws and regulations with respect to its activities under this Agreement and use of the Platform and pay all taxes and other amounts due in relation to any payment made to another user or Third Party of the Platform by the User;
- use the Platform in accordance with this Agreement;
- obtain and shall maintain all necessary licences, consents, and permissions necessary in order to access the Platform;
- keep secure any password and/or login to ensure no unauthorised use of the Platform and notify TalentDesk immediately on becoming aware of any unauthorised access or use of the Platform or any lost login information or password;
- indemnify, defend and hold TalentDesk harmless against any damage, liability, deduction, contribution, assessment or claim arising from or related to any relationship between Users and any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought against TalentDesk arising out of or in connection with a User’s use of the Platform;
- be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to TalentDesk's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User's network connections or telecommunications links or caused by the internet; and
- not use the Platform in furtherance of any activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010 or a violation of any applicable anti-corruption laws.
7.1 The User acknowledges and agrees that TalentDesk and/or its licensors own all Intellectual Property Rights in the Platform. Except as expressly stated in this Agreement, this Agreement does not grant the User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Platform. As used in this Agreement, “Intellectual Property Rights” means all intellectual property rights in any country or jurisdiction, including rights in patents, inventions, trade secrets and other rights in know-how, copyrights, rights affording equivalent protection to copyright, data, rights in databases, registered designs, design rights, industrial designs and utility models, rights in computer software, the right to use (and protect the confidentiality of) confidential information, trademarks, trade names, business names, trade dress, logos and domain names, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
7.2 The User shall not do anything that infringes TalentDesk’s (or its licensors’) Intellectual Property Rights in the Platform or in any other materials provided by or on behalf of TalentDesk under this Agreement.
The User shall defend, indemnify and hold harmless TalentDesk against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the User’s breach of this Agreement or use of the Platform.
Limitation of Liability
9.1 THE PLATFORM IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. USER AGREE THAT USE OF THE PLATFORM IS AT USER’S SOLE RISK. TALENTDESK DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT USER’S JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO USER. USER’S SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE PLATFORM SHALL BE TO DISCONTINUE USING THE PLATFORM.
9.2 UNDER NO CIRCUMSTANCES WILL TALENTDESK BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER’S SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO CEASE ALL OF THE PLATFORM.
10.1 User shall be entitled to terminate this Agreement at any time by deleting its profile from the TalentDesk Platform.
10.2 Without affecting any other right or remedy available to it, TalentDesk may suspend the Services or terminate this Agreement with immediate effect by giving written notice to the User if:
- TalentDesk reasonably suspects any unauthorised use of the Platform by the User;
- TalentDesk is unable to verify or authenticate any information provided by a User;
- The User is in breach of this Agreement;
- TalentDesk reasonably believes that the User by way of the Platform has or may cause loss, damage or liability to other users or to TalentDesk;
- The underlying agreement between TalentDesk and the applicable Customer is terminated, in which case this Agreement shall automatically terminate as of the date of termination of that underlying agreement.
10.3 On termination of this Agreement for any reason:
- Any licences granted under this Agreement shall immediately terminate and the User shall immediately cease all use of the Platform;
- each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;
- TalentDesk may destroy or otherwise dispose of any of the User Data in its possession unless TalentDesk receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the User of the then most recent back-up of the User Data. TalentDesk shall use reasonable commercial endeavours to deliver the back-up to the User within 30 days of its receipt of such a written request, provided that the User has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The User shall pay all reasonable expenses incurred by TalentDesk in providing User Data; and
- Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination, shall not be affected or prejudiced.
- Third Party Beneficiaries, This Agreement does not confer any rights on any person or party not (other than the parties to this Agreement and, where applicable, their successors and permitted assigns), including pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Relationship of the Parties. Nothing in this Agreement is intended to or shall operate to create a partnership or employment relationship between the parties, or authorise either party to act as agent for the other (except as otherwise agreed between the parties in writing), and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
- Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims), provided that TalentDesk may issue proceedings against the User in any jurisdiction in which the User has assets.
- Notices. Any notice given under this Agreement shall be in writing and shall be effective upon delivery as follows: (a) if to User, when sent via email to the email provided by User in registerting on the Platform; and (b) if to TalentDesk, when sent via email to email@example.com. Any such notice must specifically reference that it is a notice given under this Agreement. Notices shall be deemed delivered by email on the date the e-mail was sent, provided that the e-mail is sent between 9:00am and 5:00pm on a working day in the UK. If sent outside of these hours or on a non-working day in the UK, the notice shall be deemed delivered on the next working day in the UK.
Dated 13 October 2023