We are Talvo Limited (company registration number 14802324) which has its registered office at Appleyard 170 New Road, Chilworth, Surrey, GU4 8LX including, for the purposes of these Terms, our branch offices and our subsidiary companies (as defined by s.1159 Companies Act 2006) or associated bodies corporate (as defined by s.256 Companies Act 2006) (throughout ‘we’, ‘us’, ‘our’ and ‘ours’).

You are the recipient of this agreement (throughout ‘you’, ‘your’ and ‘yours’).

Introduction
‍We are in the business of providing on-demand talent acquisition services to assist hirers and employers with talent acquisition strategy management and the sourcing and engagement of staff on a Subscription or Pay-per-project basis. The terms and conditions set out in this agreement  (‘Terms’) govern the provision of those services.

Acceptance
Your purchase or commencement of our services is subject to your acceptance of these Terms, which you warrant that you are authorised to accept.  These Terms shall be accepted on the earlier of your purchase of a Subscription, payment of a Project Fee, or a request for, or acceptance of any Services.

Section 1 - definitions and meanings  
‍1.0 The following definitions shall be applicable to these Terms:
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‍Candidate: a person, whether presenting as an individual, a contractor, an interim manager, whether self-employed or otherwise, and/or a limited company through which a person is offering services, or a supplier company, in respect of whom or which, or in respect of whose skills or services, information is provided to you by us

Cessation event: an event of insolvency within the meaning of the Insolvency Act 1986, the appointment of a receiver or an administrator, notice of intention to appoint an administrator, the making of a winding up order, entering into or proposing to enter into a Company Voluntary Arrangement or similar arrangement or composition with creditors, the passing of a resolution to cease trading or actual cessation of trading

Data Laws: data protection legislation applicable from time to time in the UK and use herein of ‘Personal Data’, ‘Controller’, ‘Processor’ ‘Processing’ and ‘Data Subject’ shall have the respective meanings defined therein

Fees: the payment due for the Services including the Subscription Fee or Project Fee, and any other fees as agreed between the Parties from time to time

Information: Sufficient information  in respect of a Requirement to enable us to seek a Candidate including details of the position to be filled and date for commencement, nature of the work and/or position required, working conditions and location, the proposed salary, budget and/or other payment terms, any health and safety risks and steps taken to address the same, the minimum experience, certifications and qualifications required for a Candidate to be acceptable for the position and any other relevant

Live Role: an active Requirement as defined in accordance with Section 4 of these Terms

Loss: Loss includes, without limitation, loss arising from any claims, demands, actions, proceedings, liabilities, costs (including, court costs and reasonable legal fees), expenses, fines, monetary penalties, losses and/or damages, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, and whether direct, indirect or consequential, arising from delay, stoppage, error, action or omission, including in particular loss
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(a) of revenue or profits
(b) of business opportunity or contract
(c) of goodwill or injury to reputation
(d) of savings, discount, or rebate (whether actual or anticipated).

‍Party: you or us, together referred to as ‘Parties’

Privacy Notice: our privacy notice made pursuant to the Data Laws from time to time, which can be found at www.talvo.io/privacy-policy

Requirement: a specific role or vacancy within your organisation that you are seeking to fill using our services
recruitment-specific
Services: the recruitment services as agreed between the Parties as part of a Subscription

Subscription: the services agreed between the Parties as forming the Subscription, as specified and purchased via advanced payment or other methodology

Subscription Fee: the monthly sum agreed for the Subscription

Subscription Period: the monthly billing period for each Subscription

Project: the services agreed between the Parties as forming the Project, as specified and purchased via advanced payment or other methodology

Project Fee: the sum agreed for the project

Project Period: the period of agreed services

Sourcing Partner: an employee, contractor or agent of ours, utilised by us in the provision of the Services

Technology: recruitment-specific platforms and technology intended to assist in the recruitment process to which access is provided or facilitated by us as part of the Services

Website: Our website at www.talvo.io


Section 2 – term
2.0 The Subscription or Project shall operate for the initial agreed Period, as purchased. In respect of a Subscription, at the end of the Initial Subscription Period, and subsequent Subscription Periods, the subscription shall auto-renew for a new Subscription Period of the same duration as the Initial Subscription Period until terminated in accordance with the terms herein.


Section 3 – Our Services
3.0 We agree to use our reasonable endeavours to provide the Services, as agreed between the Parties subject to these Terms. Details of the services shall be agreed on the Website, or in such other format as we may agree from time to time. If you require any alternative services, we will be happy to discuss them with you but please note these may be subject to different terms.
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‍3.1 A Subscription or Project may involve us, and/or a Sourcing Partner assisting in any of the following, as appropriate and agreed:
(a) the provision or facilitation of access to Technology relevant to the Services
(b) talent acquisition strategy review, involving a review of the key components of your process, and reporting on the potential steps to be taken to improve that process
(c) market research and insights
(d) talent pipelining
(e) placement services involving the introduction of candidates for potential engagement with you
(f) candidate application management

3.2 We may appoint one or more Sourcing Partners from time to time to act as our main point of contact for the Services and/or a specific Requirement and shall advise you of the Sourcing Partner(s) allocated in each case. Whilst we shall endeavour to maintain continuity where possible, we do not guarantee the availability of any specific Sourcing Partner and reserve the right to utilise additional or alternative Sourcing Partners at our sole discretion

3.3 You acknowledge and agree that
(a) Services performed pursuant to a Subscription or Project are provided on a non-exclusive basis, and nothing in these Terms shall prevent us or any Sourcing Partner from providing the same or similar services to any other customer or client
(b) our Services are subject to reasonable use, and usage should not materially impair our ability to service other clients; in the event that in our reasonable opinion requested Services are excessive, we shall notify you of the same, and we may at our sole discretion either increase the Subscription Fee or terminate the project or Subscription

3.4 You agree to provide us and/or our Sourcing Partner as appropriate with information and access to premises, facilities and information, as reasonably required for the delivery of the Services including but not limited to access to relevant systems, software and staff.


Section 4 – Live Roles
4.0 You acknowledge and agree that sourcing services performed as part of the Services shall be defined to a specific number of 'Live Roles' per Sourcing Partner at any one time as specified in respect of your Subscription or Project. A Requirement shall be considered a ‘Live Role’ from the date received by us until a Candidate has accepted an offer of engagement in the role specified in the Requirement, or you have terminated or suspended the Requirement or Subscription, whichever is the sooner.
specifications
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4.1 In respect of a Live Role/Roles, we shall
(a) where agreed, assist in the creation of Job specification and descriptions
(b) endeavour to locate suitable Candidates who in our opinion meet any key criteria specified by you for a Requirement
(c) where you have indicated that you wish to progress to interview a Candidate, liaise with you and the Candidate to schedule an interview
(d) to the extent available, liaise with you and/or a Candidate with regard to feedback post-interview
(e) where required assist in negotiations between you and a Candidate with regard to an offer to engage
(f) where agreed seek references for a candidate in respect of whom an offer to engage is made by you
(g) keep you informed as to the recruitment activity and progress in respect of a Live Role.
(h) proactively share data and insights

4.2 You shall in respect of a Requirement
(a) as soon as reasonably practicable provide us with the Information
(b) provide us with feedback on any Candidate introduced to you, or any interview scheduled, or assessment conducted within 2 working days of our introduction or the interview/assessment taking place, as applicable
(c) ensure that we are provided with accurate and complete information with regard to the Requirements, including any material or substantive adjustments to information already provided
(d) cooperate with us, with regard to information, including availability for interview and feedback thereafter

4.3 You agree to promptly inform us should there be any substantive or material change in the Information provided to us regarding a Requirement, or which may otherwise impact upon the delivery of the Services, including the meeting of any agreed time scales

4.4 Save as expressly agreed otherwise, we are authorised by you to advertise in any medium we deem appropriate to source Candidates for any Live Role

4.5 Notwithstanding the Services provided, you acknowledge and agree that you are responsible for establishing that the Candidate is suitable for your purposes and that you are satisfied with the information and confirmations we have provided to you.


Section 5 – Technology
‍5.0 As part of the Subscription, we may provide access to Technology, which we have determined as being appropriate to the delivery of the Services; access to any Technology is provided at our discretion, is subject to compliance with any applicable terms and conditions relating to the Technology and may be withdrawn, or replaced with alternative Technology, at any time.

5.1 You acknowledge and agree that
(a) continued access to any Technology shall be subject to its availability and compliance with terms and conditions of any Third-party Technology provider; accordingly you shall, and shall procure that any employees, agents and contractors shall
(i) enter into, and at all times comply with the terms and conditions of a Technology provider
(ii) not do anything which may cause us to be in breach of any agreement with a Technology provider
(ii) use the Technology only for the purpose for which it is provided in connection with the Services
(b) you shall not gain any intellectual property or similar proprietary rights in respect of any Technology
(c) we shall have no liability for the acts or omissions of a 3^rd party Technology provider, nor availability of its systems or software.

5.2 Where the Services require the utilisation of technology or software of yours, including but not limited to accessing your own databases, or software, you shall agree to facilitate access to, and the availability of the same.


Section 6 – fees
6.0 Subscription and Project-specific Fees depend upon the scope of the agreed Services and save as specified herein or expressly in writing between the Parties, shall be as detailed at the point a Subscription or Project is entered into, or as updated from time to time.

6.1 Subscription and Project Fees are payable in advance at the point of agreeing a service, and at the start of each subsequent Subscription Period; for the avoidance of doubt no Services shall be provided without prior full or part payment. Payment shall be via Stripe, invoice, purchase order, or alternative methodology as we shall require from time to time.

6.2 If in the event that a Subscription or Project Fee cannot be collected on or before the commencement of a project or subsequent Subscription Period, whether by reason of a change of bank details/card details, insufficient funds, or otherwise, we reserve the right to raise an invoice for immediate payment and/or suspend Services pending payment being received. Interest is due on any overdue sum calculated at the rate of 2% per month.

6.3 We reserve the right to apply an annual increase to any  Subscription Fee, applicable from the start of the next Subscription Period, by the higher of 5% or the percentage equivalent to the annual increase in the Retail Prices Index.

6.4 In the event that we become VAT registered, we shall notify you of the same, and Subscription/Project Fees shall thereafter be subject value added tax which shall be charged in addition.


Section 7 – cancellation or pausing of the Subscription
7.0 You may cancel your Subscription at any time by the provision of written notice to us, cancellation taking effect at the end of the Subscription Period in which notice of cancellation is provided.  For the avoidance of doubt no refunds or rebates are payable on cancellation.

7.1 A Subscription may be paused by you at any time on written notice, subject to the following:
(a) there are no sums outstanding to us pursuant to these Terms, nor are you in breach of these Terms
(b) the duration for which the Subscription is paused shall be no longer than 12 months and no Services shall be provided during the period in which the subscription is paused
(c) terms intended to have effect during the period in which the Subscription is paused shall continue to apply, including but not limited to terms relating to confidentiality, data protection and non-solicitation.

7.2 A request for Services to recommence should be made in writing to us, and save as agreed otherwise by us, be on not less than 5 working days’ notice. For the avoidance of doubt, a request for Services during a period in which a Subscription is paused shall be deemed to be notification to recommence the Subscription in accordance with this clause and the acceptance of any Services shall be deemed to be a re-commencement of the Subscription.


Section 8 - confidentiality IP, and non-solicitation
‍8.0 Subject to clause 8.1, no Party shall divulge to any other person, or use for its own benefit, any information capable of being confidential relating to the affairs or business or business methods of the other, or confidential information, received from the other, except that which is in the public domain or is trivial or obvious or authorised to be released or required by Court Order to be disclosed.

8.1 You acknowledge that the information you have provided to us may be disclosed to third parties involved in the provision of the Services to you with whom we may deal, including, but not limited to, Candidates.

8.2 You shall not for the duration of these Terms or for a period of 12 months thereafter, directly or indirectly solicit or entice into your employment or engagement any person employed or engaged by us with whom you have had dealings arising from these Terms, including any Sourcing Partner, without our prior written consent.

8.3      The Website, Services and content produced or provided by us in connection with the Services, including but not limited to any tools used to perform the Services is, and shall at all times remain, our property, or the property of a third party provider as applicable and we shall retain all intellectual property rights in the same; accordingly, save where a transfer or assignment of rights is expressly agreed,  you shall not acquire or claim any proprietary or other rights in the Services, or product of the Services.


Section 9 - data protection
9.0 Save where expressly agreed otherwise in writing, the capacity of each Party under these Terms shall be that of Data Controller, and each Party shall be responsible for its own compliance with the Data Laws.

9.1 The Services we provide may involve the provision by us of Personal Data including information relating to Candidates, our staff or third parties with whom we have dealings in respect of our Services, including but not limited to CVs, and screening information. You agree to hold Personal Data we provide securely and confidentially and shall not use it or any part of it for any unlawful purpose, nor any purpose unrelated to the provision by us of our Services.

9.2 You acknowledge and agree that Candidates we introduce may be considered for multiple roles or requirements for our clients, and data relating to those candidates may be processed in our capacity as data Controller.

9.3 The Parties agree to co-operate with one another in the event of a request by a Data Subject to enforce rights under the Data Laws, a complaint or an investigation by the Information Commissioner’s Office or any other regulatory body or supervisory authority.

9.4 You warrant that
(a) you will at all times comply with applicable Data Laws in respect of Personal Data provided by us to you
(b) you have appropriate technical and organisational measures within your organisation, including but not limited to measures which protect against the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data
(c) Personal Data you provide to us will be lawfully obtained, compliant with the Data Laws
(d) you have drawn our Privacy Notice to the attention of staff deployed by you to interface with us.

9.5 To the extent that any Services involve our processing of Personal Data provided by you (‘Shared Data’) solely under your authority and instruction in the capacity of data Processor, we agree as follows:
(a) to process Shared Data subject to your documented instructions only and to take appropriate technical and organisational measures to protect against the unauthorised or unlawful processing of Shared Data and against the accidental loss or destruction of, or damage to, Shared Data
(b) processing shall be for the purpose of, and in connection with, the delivery of the Services only and may include personal data relating to actual and potential candidates and staff of yours and steps taken relating to your recruitment processes
(c) to ensure that Sourcing Partners involved in processing Shared Data are engaged on either a suitable written contract of employment or contract for services that include obligations of confidentiality
(d) on termination of a Subscription, save as required by law or to keep a record of Services delivered, to cease processing of any Shared Data, and either return to you, or delete any Shared Data in our possession or control
(e) to provide reasonable cooperation with regard to a request by a Data Subject to exercise rights in respect of Shared Data, compliant by a supervisory authority, or request for audit.

9.6 You agree that we may engage sub-processors in connection with the provision of the Services, including but not limited to Sourcing Partners, and providers of Technology.


Section 10 – liability
10.0 You shall at all times comply with all applicable laws and regulations relevant to your relationship with us or a Candidate, not take any action which would cause us to be in breach of our obligations under any applicable legislation.

10.1 You acknowledge and agree that the services are provided on an ‘As is’ and ‘as available’ basis without warranty or guarantee; accordingly you acknowledge and agree that

(a) we shall have no liability in the event that following a search by us a suitable Candidate cannot be located for a role, or an introduced Candidate withdraws from the process or is otherwise deemed unsuitable, whether prior to or following an offer to engage or engagement commencing
(b) nothing in these terms shall oblige us to provide a dedicated Sourcing Partner
(c) we shall have no responsibility for the actions of a Candidate or any third party, including but not limited to the 3^rd party provider of any Technology

10.2 By reason of your obligations and responsibilities in these Terms
(a) we shall not be liable for any loss or damage arising out of a representation, including a mistake or misrepresentation, made by us in good faith that may have induced you to accept a Candidate, or for a breach of contract, negligence or tort of the Candidate
(b) neither we nor our staff shall be liable to you for any loss, damage, delay, or compensation of any kind whether in contract or tort, or for breach of any regulations or the Data Laws by any person other than us, which may arise out of these Terms, save to the extent that exclusion of liability is prohibited by law
(c) we shall not be liable should suitable candidates not be sourced for a Requirement, or if a Candidate’s engagement is terminated.

10.3 Without prejudice to clause 10.1 & 10.2, other than where liability cannot be limited by law, our liability shall in any event be in respect of direct losses only, and shall not exceed £50,000

10.4 You shall fully indemnify and keep us so indemnified against any Loss arising
(a) from incorrect or incomplete information provided by you to us, including a failure to provide us with any information as requested by us, or required by statute
(b) out of a breach of a provision in these Terms
(c) from a claim made by you for which we are not liable pursuant to clause 10.1. or 10.2

10.5 You agree that the liability terms and limits set out herein are reasonable.


Section 11 – subscription termination
‍11.0 The Subscription agreement may be terminated by either Party giving to the other written notice to the other, save that notice shall not take effect until the end of any current Subscription Period. To expire at the end of a Subscription Period.

11.1 We may terminate a Subscription at any time, without liability, if:  
(a) you are in material or persistent breach of these Terms, material breach including non-payment of any Subscription Fee. To the extent that a breach is capable of remedy, we may, at our sole discretion, suspend the Subscription for up to 14 days, or such alternative period as the Parties may agree, in order that remedial action be taken by you. If we are satisfied with the remedial action, we may reinstate the Subscription, however if the breach is not remedied to our satisfaction within 14 days or the alternative period agreed, we may terminate the Subscription in accordance with this clause;
(b) in our opinion continuation of the Subscription would be detrimental to either Party, including reputational damage;#
(c) our reasonable use policy is exceeded and additional Subscription Fees cannot be agreed.

11.2 In the event of termination in accordance with clause 11.1, no refunds shall be payable for Fees already paid in advance, or any remaining element of a Subscription Period.

11.3 If either Party is subject to a Cessation Event this agreement shall terminate immediately; should you be subject to a Cessation Event you acknowledge and agree that the continuation of our provision of the Services will result in undue hardship to us.

11.4 Save as specified otherwise herein any termination shall be without prejudice to any rights or entitlement that may have accrued up to and including the date of termination. Any clause in this agreement which is intended to have effect following termination shall survive and continue in effect. In particular, provisions relating to payment, non-solicitation, confidentiality and liability shall survive termination.


Section 12 - general terms

12.0 Whilst at all times we shall act in good faith we give no guarantee or warranty that we will be able to locate a suitable Candidate, or that a Candidate we Introduce is suitable for your purposes at any time, and we have no obligation to provide you with any information or service other than to the extent stated in these Terms or required by law.

12.1 In the event of a query or dispute relating to the progress of the Services, or any matter under these Terms, the Parties shall co-operate in good faith, each shall provide to the other the evidence to support its position, with a view to resolving the issue promptly.

12.2 Other than for third party rights specifically conferred in or under these Terms, the Contracts (Rights of Third Parties) Act 1999 is excluded.

12.3 Nothing herein creates a relationship of legal agency to the extent that one Party is able to enter into an arrangement with any other person on behalf of the other Party.

12.4 You may not assign your rights, transfer, or subcontract this agreement or any rights, or obligations under or pursuant to these Terms without our prior written consent. We may assign or subcontract these Terms or elements of these Terms upon giving notice to you, save that we may subcontract services to appointed Sourcing Partners without notification.

12.5 You agree these Terms including this provision and the limitations on liability herein are reasonable, and you acknowledge that you have not relied on any representations made by us that are not set out in these Terms.

12.6 Any notice under these Terms shall be in writing and sent to the addressee at the last known address by first class post or by email in your case to the address last provided to us for communication and in our case to the email address used by us to communicate with you. Notice shall be deemed to have been received, in the case of post on the postal delivery date following the date of posting, and in the case of email on the date email confirmation of delivery or receipt (whichever is the earlier) is received by the sender.

12.7 For the purposes of interpretation
(a) the definitions and meanings apply throughout, headings are for ease of interpretation only
(b) words importing one gender include all other genders and words importing the singular include the plural and vice versa
(c) each portion of these Terms defined by punctuation, paragraphs, sections, or numbering, is separate, distinct and severable and to give meaning to the intention the Court may modify any portion that may otherwise be void; subject thereto, any void portion may be severed and the remaining provisions, including those modified hereunder, shall continue in full force and effect
(d) reference to a statute regulation or statutory provision shall include reference to any amendments thereto and to any subordinate legislation or modification thereto

12.8 No failure or delay by a Party to exercise a right or remedy provided under these Terms or by law shall constitute a waiver, 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.

12.9 These Terms relate to our general relationship and comprise the sole and entire agreement between the Parties relating to the business described, supersede any previous agreement between you and us and, subject only as provided for, override any terms proposed by you.  These Terms may not be varied except
(a) by us in providing you with notice of an updated version of these Terms which will be deemed to apply unless you notify us in writing that you do not accept the updated version within 7 days of receipt of the notice
(b) by agreement (whether orally or otherwise) and confirmed in writing by an authorised officer of ours; no other action by us shall be capable of implying our agreement

12.10 The laws of England and Wales govern these Terms and the English Courts shall have sole jurisdiction.