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Terms of use

This document (the “Terms of Use”) together with the Privacy Policy(the “Terms”) set out the terms under which you may make use of the Platform services (the “Services”)

The users using the Platform (the “Users”) (“You“), (“Talent Finder”), (“Employer”) expressly acknowledge having read the Terms and agree without reservation before subscribing on www.clincher.com. You agree that by clicking “Step inside”, “Count me in”, “Sign Up” “See More” or similar, registering, accessing or using our Services, you are agreeing to enter into a legally binding contract with Clinsher (even if you are using our Services on behalf of a company). If you do not agree to this Terms do not access or otherwise use any of our Services. If you wish to terminate this Terms, at any time you can do so by closing your account and no longer accessing or using our Services. In the event of any conflict between these Terms and your standards terms of business, while using the Services, these Terms of Use shall prevail over any inconsistent and /or conflict of terms or conditions contained, or referred to, in your standard terms of business or any other document supplied by you or implied by law or any other source.

When you register on the Platform you become a user. If you have chosen not to register for our Services, you may access certain features as a visitor (“Visitor”).

By accepting these Terms, you warrant that you have the full capacity, with full right, power and authority to enter into and perform an agreement with Us to use our Services, and are duly authorised to bind the party for whom you act.

Clinsher offers the clincher.com platform (the “Platform”) for your business purposes only. To register for an Account or use the Platform, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Platform for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.

We recommend you to print a copy of these Terms of Use for your reference.

The terms “Clinsher”, “We”, “Us” or “Our” refer to the owner of the Platform.
The Terms “You”, “Talent Finder” as applicable and/or “Employer” as applicable refers to the Visitor or to the User. 


For the avoidance of doubt Clinsher is providing a Platform to connect Users between them for the purpose of these Terms. Clinsher does not actively introduce Talent Finders with Employers. Employers are responsible for selecting the Talent Finders they would like to collaborate with. When an Employer and a Talent Finder are willing to work together, they are entering into a service contract which is by default the Optional Service Agreement.  In case the Users have chosen not to use the Optional Service Agreement but in the meantime, no other agreements have been agreed on at the time of the collaboration, the Optional Service Agreement applies by default. The Users are free to agree to the Optional Service Agreement or to different or additional terms for their service contract(s). However, Users may not, by agreement amongst themselves, alter the rights or responsibilities of the Platform.

For the sake of clarity, Clinsher is not a party to the Optional Service Agreement or any agreement contracted between the Users.

Clinsher can modify the proposed template of the Optional service agreement at any time. Any modifications made to the Optional Service Agreement will be notified to the Users by email.

User acknowledges and agrees that he/she has the discretion whether to contract with each other and will negotiate and determine the specific terms of their Service Contracts with each other. The Optional Service Agreement is a sample only, which may not be appropriate for all Service Contracts and which may be adjusted and added to as Users deem appropriate. Users choose whether to use the Optional Service Agreement.

 

1. DEFINITION AND INTERPRETATION

Whenever the words “include”, “includes” or “including” are used in these Terms of Use, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import, when used in these Terms of Use, shall refer to these Terms of Use as a whole and not to any particular provision of these Terms of Use.

The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”.

Reference to ‘in writing’ and ‘written’ shall include by email.

The definitions contained in these Terms of Use are applicable to the singular as well as the plural forms of such terms

Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. 

For the purposes of these Terms, the following terms shall have the meanings set out below, and other terms may be otherwise defined herein and/or in its addendums.

In the event of any inconsistency or conflict between these Terms of Use and Terms of Use, Privacy Policy, these Terms of Use shall govern and control.

Account: By registering on www.clinsher.com as either an Employer or Talent Finder, and to be able to use our Services you will need to create an account on the Platform.

Engagement: The act of an Employer accepting a Talent Finder’s engagement to provide recruitment services to fill in an Employer’s Vacancy and access to Employer’s identification.

Anticipated Salary Package: means the annual anticipated gross remuneration package for a Placement determined by the Employer for a Vacancy posted on the Platform.

Candidate: means any natural person(s) introduced on the Platform by a Talent Finder to the Employer looking for a job or whose profile could be of interest to the Employer for the purpose of these Terms.

Candidate Consent: means a consent given by Candidates to the Talent Finder to submit their application to Employers for a Vacancy. For this purpose, the Talent Finder will have to send a consent confirmation email to the Candidate who will be introduced for a Vacancy. The Talent Finder shall than receive a written reply to the consent confirmation email from the Candidate confirming their acceptance to be represented by the Talent Finder to submit his/her identity to the concerned named company.

Clinsher Commission: means our commission deducted from the Placement Fee for the services provided by Clinsher on the Platform. Clinsher charges a service fee commission of 10% of the total Placement Fee for using the Services which is to be paid by the Talent Finder at the latest 30 days after notification sent by Clinsher either on the website or by email.

Confidential Information: means all oral, written, electronic and/or tangible technical, business and/or any information of whatever kind; including but not limited to any data, reports, interpretations, forecasts, know-how, technology, compositions, plans, strategies, studies, employee information, candidates, intellectual property, company information, suppliers and others, marketing arrangements, strategic partnerships. Confidential information shall also include any other document or information which comes into the recipient possession as a result of these Terms.

Data Protection Laws: The EU General Data Protection Regulation 2016/679 (“GDPR”), the Data Protection Act 2018 and any applicable statutory or regulatory provision, as amended or updated from time to time, and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data.

Effective Date:  means the above noted effective date of these Terms of Use. 

Employer: means a natural person or corporate body and its employees as applicable to whom that uses the Platform Services for the purpose of finding Talent Finders to hire Candidates.

Employer Confirmation: means the confirmation from the Employer on the Platform or by any other means that a Candidate introduced by a Talent Finder using the Platform has been employed.

Engagement: The act of an Employer accepting a Talent Finder’s request to engage on the Employer’s Vacancy on the Platform, to allow the Recruiter to see the full Vacancy details and submit Candidate(s) to the Vacancy.

Introduction: means a Candidate being introduced by a Talent Finder to an Employer on the Platform.

Introduction Date: Date of which the CV has been sent to the Employer by the Talent Finder.

Permanent Placement: means a position to which a Candidate may be appointed or is appointed on a permanent basis with the Employer via the Platform.

Placement: means permanent basis employment following the introduction of a Candidate by a Talent Finder via the Platform, directly or indirectly.

Placement Date: means the Candidate’s employment commencement date with the Employer.

Placement Fee: means the fixed placement fee determined and disclosed on the Platform by a Talent Finder for a specific Vacancy and payable to the Talent Finder. The placement fee should be a fixed fee, not a percentage fee.

Placement Fee Period: The period a Talent Finder is deemed to have ownership of a Candidate which shall be six months from the date of submission of such Candidate’s CV on the Platform.

Platform: means www.clinsher.com website in which an Employer and a Talent Finder may interact and connect for the purposes of these Terms.

Vacancy: means a permanent or temporary basis vacant position posted by an Employer on the Platform.

Talent Finder: Any natural person or corporate body who provides recruitment services on the Platform to Employers in respect of any Vacancies.

Shortlisted Candidates: means all the Candidates selected by the Talent Finder who have expressed in written and or notice their consent to the Talent Finder to disclose their personal information to the related Employer who is recruiting for a Vacancy on the Platform. To be qualified as Shortlisted Candidates the Talent Finder will have to receive the Candidates’ prior and express consent for the data to be transmitted to the Employer.

Substantial Change: means a change to the Terms of Use that reduces your rights or increases your responsibilities.

 

2. NO PARTNERSHIP OR JOINT VENTURE 

You acknowledge and agree that Clinsher is not a party to any service contract, that the formation of a service contract between Users will not, under any circumstance, create an employment or other service relationship between Clinsher and any Talent Finders or a partnership or joint venture between Clinsher and any User.

Employer is solely responsible for and has complete discretion for selection of any Talent Finders for any Engagement. Users agree that Clinsher has no involvement in and will have no liability arising from or relating to the classification of a Talent Finder generally or with regard to a particular Engagement.

You also acknowledge, agree, and understand that Talent Finders and Employers are solely responsible for assessing the Users they would like to collaborate with. You further acknowledge and agree that you’re not an employee of Clinsher. Clinsher does not by any way supervise of control the Talent Finders’ work. Talent Finders’ are free to choose and determine the Vacancies for which they will provide their services. Users agree and acknowledge that Clinsher does not provide Talent Finders’ with premises to perform their work nor provide or guarantee Talent Finders’ with regular salary nor regular payments.

 

3. YOUR PROFILE

By registering for an Account to join the Platform, you must complete a User profile (“Profile”).
If you act as a Talent Finder you consent your User Profile to be shown to other Users and to the public.
If you act as an Employer your User Profile except for your Company’s values will only be revealed to the Talent Finder you select. However, all information provided in your Vacancy description for the purpose of using our services is public. You are solely responsible for the information you choose to disclose in your job offer.
You agree to provide true, accurate, and complete information on your Profile and Vacancy description as the case may be and all registration and other forms you access on the Platform or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

 

4. ACCOUNT TYPES

There are two different Account types. Once you register for one Account type, you can’t add the other account type under the same username and password. For example, you are not allowed to create an Employer account if you have already a Talent Finder account. You agree not to have or register for more than one Account without express written permission from us.

The acceptation and/or rejection of registration on the Platform is at our sole discretion and we may suspend, cancel or block access to our Platform at any time without prior notice if we suspect a breach of these Terms or for any lawful reasons, including supply and demand, cost to maintain data, false or misleading information has been provided in creating, marketing, or maintaining your account information or any other business consideration.

 

5. ACCOUNT MISREPRESENTATION

In the event, you authorize another user (“Third Party User”) to make use of your Account you represent and warrant that (a) the Third Party User is authorized to act on your behalf, (b) you are financially responsible for the Third Party User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any Third Party User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into any agreement between users including but not limited to the Optional Service Agreement and this Terms of Use and Privacy Policy.

You are entirely responsible for safeguarding and maintaining the confidentiality of your login information and agree not to share your username or password with any Third Party. You acknowledge that Clinsher will not be responsible to identify any Third-Party User using your Account without your permission.

 

6. CLINSHER VERIFICATION

When registering on the Platform for an Account, Clinsher may verify the accuracy of your information, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Clinsher. You authorize Clinsher to investigate the accuracy of all the information you have provided on the Platform, subject to applicable law. When requested, you must as soon as possible which any information that will help us identify the accuracy of your information to protect the Platform credibility.

You agree and acknowledge that Clinsher has the right to ask for any information for the purpose of verifying the candidate placement and payment received from the Employer for the Placement. 

 

7. OBLIGATIONS FOR ALL USERS

You agree that you will not publish contain any material which is obscene, offensive, hateful, inflammatory or defamatory of any person; promote violence, sexually explicit material or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; infringe any copyright, database right or trademark of any other person; be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; promote any illegal activity; be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety; be likely to harass, upset, embarrass, alarm or annoy any other person; Create a false identity on Clinsher, misrepresent your identity, create a User profile for anyone other than yourself (a real person), or use or attempt to use another’s account; Develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services; Override any security feature or bypass or circumvent any access controls or use limits of the Service (such as caps on keyword searches or profile views); Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of Clinsher; Disclose information that you do not have the consent to disclose (such as confidential information of others); Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights. For example, do not copy or distribute (except through the available sharing functionality) the posts or other content of others without their permission, which they may give by posting under a creative commons license. Violate the intellectual property or other rights of Clinsher, including, without limitation, (i) copying or distributing our technology, unless it is released under open source licenses; (ii) using the word “Clinsher” or our logos in any business name, email, or URL  Post anything that contains software viruses, worms, or any other harmful code; Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source; Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without Clinsher’s consent; Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages; Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services; Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services or removing, covering, or obscuring an advertisement included on the Services); Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or Violate the Terms.

By providing your content to Clinsher.com, you grant Clinsher.com a non-exclusive licence, without territorial restriction for the duration of the Terms of Use, to use the content for the purposes of providing the services under your Terms of Use with us, which includes the right to record, reproduce, format, reformat, technically edit, transmit, make available and analyse the content for analysis and/or statistical evaluation by us or third parties.

If you pass on personal data to other users, you do so at your own risk. Clinsher cannot control the actual use of your personal data by the recipients. Therefore, please check the identity of the recipients of your data before sending it. For example, you should not send your personal data to a private email address. We also advise you not to send certain sensitive data to other users, even if they request it. Examples of sensitive data are passport numbers, social security numbers or bank details.

You agree not to include in your service agreement  any clauses that are contradictory to the operation of the site, including but not limited to the fact that an employer may work with several recruiters, that the recruiter who submits a candidate’s CV first is considered to be the recruiter representing that Candidate. Each recruiter’s terms of business must comply with these Clinsher terms of use at all times when working with an Employer introduced on the Platform and/or using the platform.

In the event, the service agreement entered into between the Talent Finder and the Employer is contradictory to these Terms of Use, the provisions that are not compliance should not be applicable and the provisions from the Terms of Use should prevail. 

All Users may ONLY submit a CV through the Clinsher dashboard. If a party has been found to have submitted a CV by any means other than the Clinsher dashboard, Clinsher has the discretion to terminate the user’s registration or charge a fee within reason.

All Users must not advertise their work with each other, having met on the Clinsher platform, during the bidding process, or the settlement. All users have no right to add any branding with regards to their relationship with each other. If any user would like to advertise, brand or publicly announce any relationship with another user, having initially met on the Clinsher platform, they must seek Clinsher’s approval in writing. If a party is found promoting this relationship in any way without Clinsher’s approval, Clinsher has absolute discretion to terminate the account or charge a reasonable fee.

8. OBLIGATIONS AND WARRANTIES OF USER ACTING AS EMPLOYER

The Employer agrees to notify Clinsher immediately through the Platform when an offer of employment has been accepted between the Employer and the Candidate in order for Clinsher to provide Talent Finders with the invoice related to the Clinsher Commission. This invoice will be issued by Clinsher to the Talent Finder as soon as Clinsher has received the information of a Placement made through the Platform between the Employer and the Talent Finder.

The Employer can either confirm on the platform in 3 ways:
                      – Updating the Selected Candidate Status under the status “Hired”;
                      – Mark the job as filled by clicking the Job Filled button in the Dashboard; or
                      – Deleting the Vacancy post and disclosing the name of the successful Talent  Finder.

The Employer undertakes not to adopt discriminatory behaviour when making decisions regarding the possible hiring of a Candidate and in particular, without this list being exhaustive, not to adopt motives related to religious affiliation, physical appearance, gender, ethnicity, sexual orientation, age and/or state of health, etc.

The Employer consents to the disclosure by Clinsher to Talent Finders he/she has selected to engage with on the Platform of information relating to the Employer which the Employer has provided to on the Platform.

The Employer shall inform Clinsher should a Talent Finder contact it directly, offline or online, in an attempt to work around, avoid, circumvent or otherwise exploit the Platform Services with the intent or effect of undercutting our Platform, or depriving Clinsher of due compensation of the Clinsher Commission.

The Employer acknowledges that Clinsher does not provide any legal contracts of employment or documentation support of any kind for candidates. It is the liability of the employer to get legal advice for any contracts required, whether for a fixed term, contractor, or a permanent member of staff.

The Employer understands and accepts that all candidate submissions will be deemed to be owned by the Talent Finder if they were the first party to submit the candidate to the relevant role. They agree that in any matter of disagreement about candidate ownership, that along with the recruiter they accept that Clinsher will adjudicate and that its decision shall be final.

9. OBLIGATIONS AND WARRANTIES OF USER ACTING AS FINDER 

The Talent Finder warrants that they are acting in compliance with any applicable laws, regulations or code of conduct at all times.

When uploading a Candidate’s CV onto the Platform, the Talent Finder shall anonymize the CV so as not to include any personally identifiable information about the Candidate.

The Talent Finder warrants that he/she will use all reasonable efforts to introduce Candidates via the Platform who are meeting the Employers expectation and agree to Shortlist Candidates in compliance with these Terms.

All Candidates’ CVs sent by Talent Finders for a Vacancy shall be submitted through the Platform. Any actions that bypass or attend to bypass the Platform Services by sending CVs through other channels or depriving us of Clinsher Commission will lead to immediate Account termination and the loss of all data, information, reviews related to the conflict Account.

If a Talent Finder is found to have contacted an Employer directly to work around, avoid, circumvent or otherwise exploit the Platform services with the intent or effect of undercutting our Services, or depriving Us of due compensation, Clinsher Commissions, the Talent Finder’s Account will be suspended immediately during a period of investigation. If evidence of wrongdoing is confirmed the Talent Finder’s Account will be deleted and all data, ratings, and customer reviews will be lost.

Talent Finders are forbidden to register as an Employer in order to post Vacancies on the Platform.

In the event one Candidate is represented by multiple Talent Finders at the same time on the Platform, the eligible representative Talent Finder of the Candidate is the first Talent Finder to submit the Candidate in question to the Employer through the Platform provided that the Candidate is a Shortlisted Candidate as defined above.

The Talent Finder should confirm placements received or ask for a Placement as soon as a Placement has been made with an Employer through Clinsher.

Talent Finders’ are responsible for all their tax considerations associated with payments received from Employers’ via the Platform and through Clinsher which include but is not limited to (a) determining whether Talent Finder is required by the applicable law to issue any particular invoices for the Placement Fee and for issuing any invoices so required; (d) determining any requirements under their applicable law to remit to the appropriate authorities any value-added tax or any other taxes or similar charges applicable to the Placement Fee and remitting any such taxes or charges to the appropriate authorities, as appropriate.

Talent Finder’s agree and acknowledge that they are not allowed to ask for a percentage of the annual salary of the Candidate for the Placement Fee. The placement Fee should only be a fixed fee commission.

The Talent Finder accepts that candidate CVs are deemed to be “owned” on a “first to submit” basis, however, this can be overturned if the candidate specifically says who they wish to be submitted by. Should an employer already have a candidate, they are required to provide written evidence within 72 hours of any dispute. Clinsher will act as an independent intermediary in any dispute and its decision will be accepted as final. It agrees to consider all written evidence within 5 working days of any complaint to support@clinsher.com 

 

10. THE CLINSHER COMMISSION 

Talent Finders should pay Clinsher a fee commission for the use of the Services. Clinsher charges a service fee commission of 10% of the Fee Placement received by the Talent Finder or a three hundred (300) euros as a minimum monetary commission upon a placement fee being placed in the Clinsher account (the “Clinsher Commission”) which is payable by the Talent Finder 30 days after being notified by Clinsher on the platform.  

For the sake of clarity, the Guarantee Satisfaction Period only applies to the Placement Fee and does not apply to the Clinsher Commission as it is related to the Services provided on the Platform. 

However, Clinsher will redeem the amount of the Clinsher Commission if all the following conditions are met: 

– a Candidate introduced by a Talent Finder terminates its employment or the Employer lawfully terminates the employment within 30 days following the first day of employment; 

– the Talent Finder has paid the Clinsher commission;

– the Talent Finder has received no Placement Fee from the Employer for its Engagement.

The Talent Finder acknowledge and agree that each time a Placement Fee is received following a Placement made with an Employer on the Platform a Clinsher Commission is due. The Talent Finder is liable to inform Clinsher as soon as a Placement is confirmed by the Employer.

Clinsher Commission excludes VAT and other duties or taxes, which shall be at the rate in force on the date of invoice.

 

11. CONTRACTUAL RELATIONSHIP 

If a Talent Finder and an Employer enter into a service agreement for the purpose of recruitment services, the terms of such agreement will apply between them. For the sake of clarity, Clinsher is not a party to any service agreement agreed between the Users.

With respect to any service agreement agreed between the Users from time to time for the purpose of recruitment services, Users agree that any such agreements do not conflict with, narrow, or expand Clinsher’s rights and obligations under these Terms, including this Terms of Use.

Users can choose to enter into the Optional Service Agreement instead of other agreements. If Users have not agreed to any service agreement other than the Optional Service Agreement, the Optional Service Agreement shall be applicable between the Parties per default.  By clicking the box “You acknowledge and agree to be governed by the Optional Service Agreement” you are agreeing to enter into a legally binding contract. You further agree that it shall have the same force and effect as an original signature. Users are responsible to make sure the Optional Service Agreement is appropriate for their applicable jurisdictions or all other agreements. Users are responsible for complying with any local requirements.

Clinsher will make reasonable efforts if possible to resolve any disputes arising between Talent Finders and Employers. However, Clinsher will not and is not obligated to provide any dispute. In the event of such a dispute We will investigate and based upon the available evidence as an independent party make a determination on the source of the Candidate Introduction that led to the Engagement, and therefore whether a Placement Fee shall be charged.

 

12. NO WARRANTY 

CLINSHER AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY ABOUT THE PLATFORM SERVICES, INCLUDING ANY REPRESENTATION THAT THE PLATFORM SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDE THE PLATFORM SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, CLINSHER AND ITS AFFILIATES DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

13. NON-PAYMENT 

If the Talent Finder is in “default”, meaning the Talent Finder fails to pay the Clinsher Commission in accordance with provision 10 of these Terms of Use or any other amounts when due under the Terms of Use as described above, we may, without notice, temporarily or permanently close Talent Finder’s Account and revoke Talent Finder’s access to the Platform and Services, including Talent Finder’s authority to use the Platform to process any additional payments, enter into new or additional Engagements through the Platform. However, Talent Finder will remain responsible for any amounts that accrue on any Engagements at the time a limitation is put on the Talent Finder’s Account as a result of the default.

If the Employer is in “default”, meaning the Employer fails to pay the Talent Finder’s Placement Fee when due under the Terms of Use as described above, we may, without notice, temporarily or permanently close Talent Finder’s Account and revoke Employer’s access to the Platform and Services.

At our discretion and to the extent permitted by applicable law, Clinsher may make cooperate with law enforcement authorities in any investigation or prosecution.

 

14. LIMITATION OF LIABILITY 

TO THE FULLEST EXTENT PERMITTED BY LAW (AND UNLESS CLINSHER HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THESE TERMS), CLINSHER, INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THESE TERMS FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES WHETHER CAUSE BY TORT (INCLUDING NEGLIGENCE) BREACH OF CONTRACT OR OTHERWISE THAT MAY ARISE OUT OF OR RELATE TO THE USE OF THE PLATFORM SERVICES. CLINSHER AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THESE TERMS FOR ANY AMOUNT THAT EXCEEDS THE TOTAL FEES PAID OR PAYABLE BY YOU TO CLINSHER FOR THE SERVICES DURING THE TERM OF THESE TERMS OF USER.

This does not affect our liability for death or personal injury arising from negligence, nor any liability for fraudulent misrepresentations, nor any other liability which cannot be excluded or limited under applicable law. The Employer and the Talent Finder agree to indemnify Clinsher from all claims, costs and expenses (including legal expenses) resulting from their breach of these Terms.

Clinsher does not generally investigate any remarks User comments, User ratings, indicators of User satisfaction, and other feedback or any other user content (“User Content”) left exclusively by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content. Clinsher is not legally responsible for any feedback or comments posted or made available on the Platform by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Clinsher reserves the right (but is under no obligation) to remove posted feedback or information that, in Clinsher’s sole judgment, violates the Platform services or negatively affects our Platform, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Clinsher you acknowledge and agree that you will notify Clinsher of any error or inaccurate statement in your feedback results, and that if you do not do so, Clinsher may rely on the accuracy of such information.

In addition to the recognition that Clinsher is not a party to any service contract between Talent Finders and Employers, you hereby release Clinsher, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exists as of the time you enter into these Terms of Use. This release includes, for example, and without limitation, any disputes regarding the performance, functions, and quality of the Talent Finders services provided to Employer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users can be discussed with Clinsher acting as a neutral independent party.

You acknowledge and agree, that Clinsher is not a party to any agreements contracted between the Talent Finder and the Employer. Users are entirely responsible for (a) ensuring the accuracy and legality of any information provided on the Platform, (b) assessing the suitability of other Users for a collaboration (c) negotiating, agreeing to, and executing any agreements between them, (d) performing Talent Finder services, or (e) paying Talent Finder services. Clinsher does not make any representations about or guarantee the truth or accuracy of any Talent Finder’s or Employer’s information, content on the Platform.

Clinsher is not responsible and does not bear any responsibility for any consequence of using the Optional Service Agreement. The Optional Service Agreement does not constitute legal advice nor constitute advertising or a solicitation of any type. Each situation and requirements vary case by case and jurisdiction. Hence, Clinsher recommendation is to seek and advice from a licensed attorney in the relevant jurisdictions. Clinsher expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Agreement.

Those who access or use the Platform from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations.

 

15. CONFIDENTIALITY 

Users may agree to any terms they deem appropriate regarding this provision. If and to the extent that the Users do not enter into a different agreement between them, then they agree that this Section (Confidentiality) applies. To the extent, a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the Recipient shall promptly return to the Discloser or destroy all documents and papers relating to the Discloser, including any Confidential Information, together with any copies thereof.

 

16. ACCESS ACCOUNT 

Clinsher can’t guarantee access to your Account on the Platform and it may close at any time without notice. You must take reasonable steps to ensure the confidentiality of your credentials.

 

17. PROMOTION

By using our Platform and with your express written consent all Users give Clinsher permission to disclose our business relationship to other parties to promote our provenance. This includes (but is not limited to) your company name, logo, testimonials and any written or verbal communication.

 

18. VAT AND OTHER TAXES

Clinsher may be required by the applicable law to collect taxes, including without limitation, withholding income tax or VAT in the jurisdiction of the Talent Finder. Hence, any amounts Clinsher is required to collect or withhold for the payment of any such taxes shall be collected in addition to the fees owed to Clinsher under the Terms.

 

19. WAIVER

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under these Terms of Use shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

 

20. SEVERANCE

 If any provision of these Terms of Use is held to be illegal or invalid by a court of competent jurisdiction, such provision shall be deemed to be severed and deleted; and neither such provision, nor its severance and deletion, shall affect the validity of the remaining provisions and the enforceability of the rest of the Terms.

 

21. NOTICES

Each notice and other communication shall be in writing and shall be delivered to the other party at its registered office or its principal place of business or email address that party might have specified to the other party in writing. 

 

22. AMENDMENT

Clinsher may, in its sole discretion, amend these Terms at any time by posting a revised version on the Platform. Clinsher will provide reasonable advance notice of any amendment that includes a Substantial Change (defined above), by posting the updated Terms on the Platform, providing notice on the Platform, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Clinsher, Clinsher will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in the Clinsher Commission or any temporary or promotional Clinsher Commission change. Any revisions to the Terms will take effect on the Effective Date. You understand that by using this Platform service after the effective date as defined above you agree to be bound by these Terms. 

 

23. TERMINATION

Clinsher may terminate at its sole discretion without explanation and without period notice to the other these Terms with any Users. By notifying Clinsher of your will to terminate these Terms of Use your right to use our Platform services will be automatically revoked and your Account will be closed. Users acknowledge that the termination of these Terms does not terminate or impact the service contract between them. In the case, you have open Engagements on the Platform at the time you will continue to be bound by such agreement and these Terms until the Engagements are closed. Hence you will continue to be obliged to pay any remaining unpaid payments to Users on the Platform as of the date of termination.

 We can each end this Terms of Use, but some rights and obligations survive.

Both you and Clinsher may terminate this Contract at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:

Our rights to use and disclose your feedback; Members and/or Visitors’ rights to further re-share content and information you shared through the Services; Any amounts owed by either Party prior to termination remain owed after termination. Without limiting any other provisions of the Terms of Use, the termination of this Terms of Use for any reason will not release you or Clinsher from any obligations incurred prior to termination of this Terms of Use or that thereafter may accrue in respect of any act or omission prior to such termination.

The result of termination of the Terms of Use will close your Account.

 

24. ENTIRE AGREEMENT 

These Terms contain the entire agreement for the Platform Services between Clinsher and you and supersedes all previous agreements relating to the same. Each party acknowledges and agrees that in entering into these Terms of Use it has not relied on, and shall have no remedy in respect of, any statement, representation, undertaking or warranty, whether oral or in writing, save as are expressly set out in these Terms.

 

25. FORCE MAJEURE 

The Parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, virus, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.

 

26. ACCOUNT CLOSURE

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Platform and that any closure of your Account may involve deletion of any content stored in your Account for which Clinsher will have no liability whatsoever. Clinsher, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

 

27. PREVAILING LANGUAGE AND LOCATION 

The English language version of the Terms of Use will be prevailing in case of any inconsistencies with translated versions if any.

 

28. GOVERNING LAW AND JURISDICTION 

These Terms shall be construed in accordance with and governed by the laws of France. The Parties irrevocably agree that any action with respect to these Terms of Use, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgement in respect hereof brought by either Party shall be brought and determined in the courts of France, and the Parties hereby irrevocably submit and consent with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.

This version of the Terms of Use is effective from 04/08/2020