Terms of Service

  1. Overview
    1. Talentdesk 24-7 provides a platform where businesses can find and connect with business professionals for project work.These Terms of Service (Terms) govern your relationship with Ruskev (Pty) Limited the owners of Talentdesk 24-7. ("Talentdesk 24-7", "us" or "we"), your use of the Talentdesk 24-7 platform and associated websites (Site) and the services provided via the Site (Talentdesk 24-7 Services, discussed below).
    2. For the purposes of these Terms, "user", "users", "you" or "your" means (in most cases) the individual, natural person accessing or using the Site including but not limited to a Client and a Consultant. Upon registration, you will either be a Consultant or a Client, in accordance with these Terms.
    3. You represent and warrant to Talentdesk 24-7 that you have reached the age of majority in your jurisdiction, and that you have the right, authority and capacity to agree to and abide by these Terms. You also represent and warrant to Talentdesk 24-7 that you will use our Site in a manner consistent with any and all applicable laws and regulations.
    4. We may from time to time, amend, update or change the Site including these Terms, without prior notice to you. Any amendments to these Term shall take place on the date on which such amendments are uploaded onto the Site. Consequently, you should regularly check these Terms for changes. These are the current Terms and replace any other terms and conditions of use previously published for this Site.
    5. PLEASE READ ALL OF THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE USING THE SITE. YOU UNDERSTAND THAT BY CHECKING THE BOX, CLICKING THE "SUBMIT" BUTTON OR BY CONTINUING TO USE THE SITE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS, INCLUDING ANY CHANGES TO THE TERMS THAT MAY HAVE BEEN MADE SINCE YOUR PRIOR USE OF THE SITE. IF YOU DO NOT ACCEPT THE TERMS (IN WHOLE OR IN PART) YOU MAY NOT ACCESS OR USE THE SITE.
  2. Your Acknowledgement regarding Talentdesk 24-7 Services
    1. Any reference to a "Project" in these Terms means a project, assignment, job, task, work, deliverable, requirement for services or service(s) posted on the Site by a user("Client")in order for a professional or service provider to attend to such a project, assignment, job, task, work, deliverable by the provision of expert advice or services on the Site ("Consultant").
    2. For Consultants

    3. Talentdesk 24-7 provides professionals and service providers with the opportunity to be registered on its Site as a "Consultant". The Consultant can, amongst other things, upload their profile, promote the Consultant's experience and background, be listed and appear on the Site, be reviewed or rated, and be considered for Projects (the Consultant Services).
    4. For Clients

    5. A company, business or a customer may, subject to paying all applicable fees, be registered as a "Client" with the Site in order to view the Site, review and access Consultant profiles made available on the Site, seek out Consultants, or otherwise receive a connection to, or introduction to Consultants, for the purposes of engaging a Consultant for a Project (the Customer's Services).
    6. The Talentdesk 24-7 Services

    7. Talentdesk 24-7 is an on-line platform where Clients are able to access, review, and receive an introduction, connection or referral to Consultants who have registered with the Site(Talentdesk 24-7 Services).
    8. While Talentdesk 24-7 facilitates the referral or introduction of Consultants to Clients, Clients and Consultants will be responsible for agreeing between themselves the terms and conditions that will govern their relationship in relation to each Project (Services Contract). The reference to "Services Contract" in these Terms includes the terms of any engagement, arrangement or agreement between the Consultant and Client arising from the Site (express, implied or performed by the parties), regardless of whether a formal services agreement has been signed or brought into existence.
    9. Talentdesk 24-7 is not a party to nor will it have any liability with respect to a Services Contract. Any Services Contract between the Consultant and Client which attempts to alter or modify these Terms must be agreed to in writing by Talentdesk 24-7.
    10. No Background Checks and Consultant Information

    11. TALENTDESK 24-7 RELIES ON THE INFORMATION THAT CONSULTANTS AND CLIENTS PROVIDE IN ORDER TO PROVIDE THE CONSULTANT PROFILES AND PROJECTS ON THE SITE. THIS INFORMATION IS USED IN ORDER FOR THE TALENTDESK 24-7 SERVICES TO BE PROVIDED. TALENTDESK 24-7 IS NOT REQUIRED TO AND NOR DOES IT, VERIFY THE TRUTH, ACCURACY, APPROPRIATENESS OR COMPLETENESS OF THE INFORMATION PROVIDED TO US. WE DO NOT UNDERTAKE ANY BACKGROUND CHECKS OR OTHER ASSESSMENTS ON CONSULTANTS OR PROJECTS UNLESS IT IS SPECIFICALLY REQUESTED IN WRITING BY A CLIENT OR CONSULTANT, BUT SHALL STILL REMAIN WITHIN THE SOLE DISCRETION OF TALENTDESK 24-7 TO CONDUCT SUCH BACKGROUND CHECK. THE NATURE AND EXTENT OF SUCH BACKGROUND CHECK SHALL BE AT THE DISCRETION OF TALENTDESK 24-7 ANY INFORMATION TALENTDESK 24-7 MAKES AVAILABLE IS BASED ON THE INFORMATION WEARE PROVIDEDBY CONSULTANTS AND CLIENTS. WE MAKE NO REPRESENTATION (EXPRESS OR IMPLIED) AS TO THE SUITABILITY OF A CONSULTANT, CLIENT OR PROJECT, NOR DO WE ENDORSE OR MAKE SPECIFIC RECOMMENDATIONS ABOUT ANY CONSULTANTS OR CLIENTS.
    12. Consultants represent and warrant that they will only accept Projects that do not present any conflict of interest, that they are not prevented or prohibited from discussing or acting on by way of contractual obligation, fiduciary duty, as compelled by law or otherwise, and that Consultants limit themselves to engaging on Projects in which they have the necessary expertise and knowledge to engage on.
    13. You warrant and represent that the information you provide, whether as a Consultant or a Client, is and shall remain accurate, true and correct and that you will update this information held by us on a regular basis to reflect any changes as soon as possible.
    14. We reserve the right to suspend your profile or cancel your registration, at any time, for any reason whatsoever in the absolute discretion of Talentdesk 24-7.
  3. Eligibility and Identity
    1. If you are registering on behalf of your employer or business organisation, such as a company, close corporation, partnership, or other legal entity. 'You' in your individual capacity will be taken to have represented to us that you have authority to act on your employer's behalf and these Terms will be binding on your employer, the partnership, company or legal entity as the case may be.
    2. You also represent, warrant and covenant that you are not a citizen or resident of a country in which use or participation in the Site is prohibited by law, order, decree, regulation, treaty or administrative act.
    3. If you have been barred or deregistered from the Site or you are a competitor of Talentdesk 24-7, you are prohibited from not using this Site.
  4. Company accounts
    1. When you sign up, you may be requested to provide your name, email address, work/position title, phone number and information about your company and such other information to enable your registration as either a Client or Consultant. These are your credentials for accessing the Talentdesk 24/7 Services on the Site, which is only available to registered members. For Consultants, you will provide further information in relation to your qualifications and professional experience (hereinafter referred to as Credentials).
    2. In doing so, you agree that you:
      1. are not impersonating any person or entity;
      2. are not violating any applicable law regarding use of personal or identification information;
      3. are authorised to create an account in the name of the company or organisation or otherwise hold yourself out as having an association with the company or organisation; and
      4. will provide, on demand from Talentdesk 24-7, verification of your Credentials in such form as required by Talentdesk 24-7.
    3. For Consultants, we may, from time to time, use any of your Credentials to make our own enquiries (either by Talentdesk 24-7 or by a third party engaged by us) as to the completeness, accuracy or truthfulness of your Credentials and the information you have provided to us including, but not limited to, the verification of your identity, ownership of email address or financial accounts. If you do not provide sufficient evidence within the time requested, we may suspend or cancel your account (without prejudice to any other remedies we may have in terms of these Terms, other contract or in law). Should we suspect or identify an individual to be inappropriately or unlawfully using any person or company's identity or the Site in a way that is unlawful or inappropriate, we may without notice to you, disclose that information to any relevant persons or authorities.
    4. You consent to us displaying the name and/or logo of yourcompany, entity or organisation (if applicable) on the Site. The name of your company may appear in lists on the Site that are visible to other users (for example in dropdown menus or auto-filling text entry forms). You acknowledge that, if you post content on the Site, the fact that your company or organisation is using the Site does not constitute confidential information and you consent to our use of such content in the manner described above.
    5. In addition, you consent to us promoting the Site in media and advertising independently of the Site (whether online, in print advertising or otherwise) by utilisingand/or publishing the name and/or logo of the Client for this purpose. You acknowledge and agree that we are not required to obtain any additional or separate consent from you before doing this, provided we use your company name and logo in a manner that is consistent with your Posted Content, as defined below, and we do not do anything that could result in you or your company breaching applicable laws.
  5. Term and termination

    Term

    1. These Terms commence on the date of acceptance of these Terms and continue until terminated in accordance with clause 5.2 below.
    2. Termination

    3. Either party may terminate these Terms at any time, for any reason, effective immediately upon written notice to the other party (or by terminating or suspending your account), provided always, that any such termination for convenience will not affect the validity of any Services Contracts that have been executed prior to termination and these Terms will continue to apply with respect to such Services Contracts.
    4. Consequences of Termination

    5. Termination will not relieve Client of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, will be charged to Client.
    6. Survival

    7. Clauses which out of necessity or by implication herein survive termination of these Terms, shall remain in full and effect despite the termination hereof.
  6. Payments, Invoices and Taxes

    Fees

    1. The Client shall pay toTalentdesk 24-7 an amount comprising 15% (Fifteen Percent) of any and all feesand/or amounts payable by the Client to the Consultant in respect of each Services Contract, including any bonus, incentive payments, expensesand/or disbursements (Talentdesk 24-7Fees).
    2. The Talentdesk 24-7 Fees become due and payable by the Client to Talentdesk 24-7 as agreed in the Services Contract.
    3. The Client and Consultant must notify Talentdesk 24-7 of the key terms (such as Project commencement, Project end date, conclusion of Project and fees payable to the Consultant) prior to commencement (or immediately following commencement of services) of the Services Contract.
    4. Invoices for Talentdesk 24-7 Fees will be issued on or about the 4th week of each month via email to a person nominated by the Client (and in the absence of such nomination, your accounts department) and must be paid within 7 days of the date of the invoice.
    5. Talentdesk 24-7 may charge interest on any late Talentdesk 24-7 Feesat a rate of 15,5% (Fifteen Point Five Percent) compounded annually annum from the date on which the Talentdesk 24-7 Fees become due, until date of payment, both days included. Where any invoices remain unpaid for 14 calendardays, Talentdesk24-7 may suspend access to Site and Consultant will suspend performance of any services in progress until the invoice has been paid.
    6. Consultant Fees

    7. The Client and Consultant are free to negotiate and agree on any fees, excluding the Talentdesk 24-7 Fees, for services and rates as both see fit. Talentdesk247 will invoice the Client directly for the time in accordance with the terms of the agreed rate, which may include time the Consultant spends on a Project as well as reasonable preparation time and expenses. The Client is responsible for the payment of any such invoices issued by Talentdesk24-7.
    8. The Consultant agrees to indemnify, defend and hold harmless, Talentdesk 24-7, its related entities, affiliates, successors and assignees (and its and their officers, directors, employees, sub-licensees, and agents) from and against any and all claims, damages, liabilities, losses, settlements, costs, taxes, levies, charges and expenses (including, without limitation attorneys' fees and court costs) which arise out of or relate to paymentsin relation to Projects.
  7. Introductions and Non-solicitation
    1. For so long as you are registered with Talentdesk 24-7 and for 12 months thereafter (for all Clients and Consultants),you must not:
      1. enter into any form of contract of employment (in which the Consultant becomes an employee of the Client), contract for services, independent contractor agreement or any other contract or arrangement by which the Consultant is to be or shall be contracted to the Client (whether individually or through the engagement of a third party or other entity) where the Client and Consultant have been introduced through Talentdesk 24-7; or
      2. approach, solicit, induce, entice, offer to perform services (or in case of the Client, receive services), consult with, or otherwise be engaged for reward (directly or indirectly), with any Client introduced to the Consultant by Talentdesk 24-7 (or Consultant as the case may be), in any other way other than through the Talentdesk 24-7 Services.
    2. Failure to adhere to the above, and should a Consultant and Client engage outside the Site in relation to services similar to that of Talentdesk 24-7 Services, the Client and Consultant agree that they shall be jointly and severally liable to pay to Talentdesk 24-7 the monetary value of such services so rendered, the one making paying, the other so absolved.
    3. Should the Client wish to employ the Consultant on a full time basis, the Client shall be liable to pay Talentdesk 24-7 20% (Twenty Percent) of the annual salary of the Consultant as a placement fee.
    4. These obligations apply regardless of any relationship or previous dealings between the parties.
    5. ANY CONSULTANT WHO IS APPROACHED BY A CLIENT IN A WAY CONTEMPLATED BY THIS CLAUSE, MUST IMMEDIATELY UPON BEING SO APPROACHED, ENGAGED, CONTRACTED OR RETAINED BY THE CLIENT, NOTIFY US IN WRITING.
    6. You accept and acknowledge that these obligations are reasonable in every respect. Further, Talentdesk 24-7 need not suffer or prove any demonstrated loss before enforcing the rights under these provisions.
  8. No liability for decisions relating to Services
    1. You are solely responsible for all decisions you make in connection with any Talentdesk24-7 Services you choose to purchase as a Client or provide as a Consultant.
    2. TALENTDESK 24-7 MAKES NO REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) THAT THE SITE OR TALENTDESK 24-7 SERVICES WILL:
      1. MEET THE CLIENT'S NEEDS;
      2. MEET THE CONSULTANT'S NEEDS;
      3. BE ACCESSIBLE AT ALL TIMES;
      4. BE ACCURATE, COMPLETE OR CURRENT; OR
      5. BE FREE FROM VIRUSES.
    3. SUBJECT TO ANY EXPRESS TERMS, TALENTDESK 24-7 MAKES NO REPRESENTATION OR WARRANTY AS TO THE VOLUME OR SUBJECT AREA OF SERVICES ACCESSIBLE THROUGH THE SITE.
    4. EXCEPT FOR ANY EXPRESS WARRANTIES IN THESE TERMS ALL TALENTDESK 24-7 SERVICES ARE PROVIDED "AS IS". NEITHER TALENTDESK 24-7 NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. TALENTDESK 24-7 DOES NOT PROVIDE ADVICE IN RELATION TO THE SUITABILITY OF A CONSULTANT, PROJECT OR CLIENT, NOR DO WE TAKE INTO ACCOUNT ANY CLIENT'S OR CONSULTANT'S INDIVIDUAL CIRCUMSTANCES WHEN WE PROVIDE THE TALENTDESK 24-7 SERVICES.
    5. TALENTDESK 24-7 DOES NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES TALENTDESK 24-7 WARRANT THAT WE WILL REVIEW INFORMATION FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN THE CLIENT'S OR CONSULTANT'S INFORMATION WITHOUT LOSS.
    6. TALENTDESK 24-7 SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF TALENTDESK 24-7. WHILE YOU MAY HAVE STATUTORY RIGHTS, THE DURATION OF ANY SUCH STATUTORILY REQUIRED WARRANTIES, WILL BE LIMITED TO THE SHORTEST PERIOD TO THE EXTENT PERMITTED BY LAW.
  9. No liability for Posted Content
    1. WE DO NOT HAVE, AND EXPRESSLY DISCLAIM, ANY LIABILITY TO YOU IN CONNECTION WITH ANY CONTENT, INFORMATION, TEXT, GRAPHICS, IMAGES, AUDIO OR VIDEO, OR MATERIAL YOU CREATE OR UPLOAD TO YOUR PROFILES AND/OR THE SITE (POSTED CONTENT). WE CANNOT GUARANTEE, AND MAKE NO REPRESENTATIONS IN RELATION TO THE COMPLETENESS OR ACCURACY OF ANY POSTED CONTENT.
    2. For all your Posted Content, you warrant and you must ensure:
      1. its contents are truthful and is or will upon supply to the Client or Consultant, be provided with such other information as is reasonably necessary to ensure that (i) the Client is fully informed as to the services being offered by the Consultant; or (ii) the Consultant is fully informed as to the Project sought by the Client (including the identity of the Client);
      2. it is not misleading, deceptive or materially inaccurate in any way, including in relation to the availability, nature, terms or conditions or any other matter relating to the services being offered or sought;
      3. it is compliant with all applicable laws and licensing requirements;
      4. the Posted Content does not contain links to any external website other than specified in the website field, unless we have given our prior written consent.
    3. We may remove any Posted Content if we consider, acting reasonably, that you or any other users have breached these Terms, our Privacy Policyor any other agreement between Talentdesk 24-7 and yourself, or if, in our sole discretion, we believe that maintaining the content presents a risk to Talentdesk 24-7's reputation or business and operations (including the Site).
    4. Notwithstanding the foregoing, we do not, nor are we under any obligation or duty to you or anyone else to monitor, consider, evaluate, assess, review, screen, censor or remove any Posted Content. We do not have (and expressly disclaim) any liability in connection with any monitoring, consideration, evaluation, assessment, review, screening, censoring or removal of Posted Content or any failure or refusal on our part to do so.
    5. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR POSTED CONTENT. YOU AGREE TO INDEMNIFY US, AND KEEP US INDEMNIFIED, FROM AND AGAINST ANY CLAIMS, COSTS, DAMAGE LOSS OR LIAILITY THAT ARISE IN CONNECTION WITH YOUR POSTED CONTENT. WE WILL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DELETION, LOSS, OR UNAUTHORISED MODIFICATION OF ANY OF YOUR POSTED CONTENT. YOU MAY NOT USE ANY POSTED CONTENT FOR ANY PURPOSE OTHER THAN FOR THE PURPOSE FOR WHICH IT HAS BEEN POSTED.
    6. We reserve the right to keep the Posted Content on the Site indefinitely unless removed earlier by the Consultant or Client.
  10. Username and password
    1. You must keep your username and password secure, and you must not disclose those details to any other person. You may not transfer your account to another person. You are solely responsible for the consequences of any use of your username and password by third parties, regardless of whether that use is authorised.
    2. If you believe that your username and password is being used by someone else, please contact us immediately at info@talentdesk24-7.com.
    3. If you have a company account, you and your employer will be solely responsible for the security of your password. In the case of Clients, you warrant that any single user account username/login or password is not shared by multiple people. Talentdesk24-7 may on 7 days prior written notice, request that you certify and provide evidence indicating your compliance with this requirement.
  11. Prohibited Content
    1. Notwithstanding anything to the contrary in these Terms, you must not:
      1. attempt to decipher, decompile, disassemble or reverse engineer any of the software or code comprising or in any way making up a part of the Site including any algorithm used by us;
      2. take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure, including spam or other unsolicited mass e-mailing techniques;
      3. use the Site for any objectionable or unlawful purpose, including the posting of any threatening, libellous, defamatory, obscene, scandalous, inflammatory, pornographic, profane or spam material;
      4. use the Site that would result in you breaching any applicable legislation or licensing obligations (including with respect to privacy) or any obligations you may owe to third parties;
      5. mislead or deceive others through any act or omission or make a false representation about your identity, including the impersonation of a real or fictitious person or using an alternative identity or pseudonym;
      6. post content which contravenes a confidentiality or non-disclosure agreement, insider trading laws, or intellectual property rights which you are not authorised to transfer to another party;
      7. conduct any activity which compromises or breaches another party's patent rights, trademark, copyright or other intellectual property rights;
      8. copy, collect or save information about other users including their skills, employment or education history;
      9. publish advertising material of any kind or market any goods or services directly to other users;
      10. introduce any virus, worm, trojan horse, malicious code or other program which may damage computers or other computer based equipment to the Site or to other users;
      11. stalk or harass anyone;
      12. attempt to disrupt or interfere with the delivery of our Talentdesk 24-7 Services or the services of our partners and clients;
      13. use the details of other users for anything other than the use expressly permitted by those users;
      14. download, access, use, harvest or download in bulk user details other than to fill vacant positions as contemplated by the Site or as otherwise explicitly permitted by us in writing;
      15. sell, redistribute or use information contained on the Site for a commercial purpose without our prior written consent;
      16. pass on user name and password information to anyone other than the authorised member/ customer of that account;
      17. remove or alter our copyright notices or other means of identification including any watermarks, as they appear on the Talentdesk 24-7 Services or Site;
      18. provide to any persons who are not authorised users of the Site, any part of the information included in the Talentdesk 24-7 Services or content, except as permitted in these Terms;
      19. distribute or publish any part of the information or content included in the Talentdesk 24-7 Services on any publicly accessible electronic network, including without limitation the internet and the world wide web, Facebook, YouTube, or otherwise publish, broadcast or display any such information in public.
    2. You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations and taxation obligations that may apply to your use of the Site or Talentdesk 24-7 Services.
  12. Intellectual property
    1. We own or are licensed to use all intellectual property on the Site, with the exception of Posted Content, which shall remain your intellectual property but which you license to us in accordance with the license below. You may not use any of our intellectual property for any purpose other than as may be required to use the Site for its intended purpose.
    2. In relation to Posted Content and your use of the Site, you grant to us an unconditional, world-wide and irrevocable, fully paid and royalty free license and right to use, display, copy, modify, adapt, reproduce, commercialise, prepare derivative works, display and publish all such intellectual property and that content forming all or part of the Posted Content, for any purpose.
    3. By using the Site, you warrant that you own or are licensed to use the intellectual property rights in your Posted Content. This includes copyright in respect of any text you post, as well as the right to use or display any image or logo. You indemnify us, and agree to keep us indemnified, from and against any claims by third parties arising from your Posted Content, including any breach of intellectual property rights any third party may bring against us, in relation to your content.
    4. You may not use or display any trade marks on this Site without first obtaining the consent of the owner of the trade mark. We own the distinctive 'Talentdesk24-7' marks, brand and logo.
    5. Nothing on this Site creates any right on your part (express or implied) that would allow you to use or display a trade mark that you do not own, regardless of whether the trade mark is currently registered.
  13. Links to other sites
    1. This Site may contain links or portals to other websites. We have no control over websites operated by third parties and you agree that we not responsible for, and will have no liability in connection with, your access to or use of any third party website.
  14. Limitation of liability and indemnity
    1. YOU USE THE SITE ENTIRELY AT YOUR OWN RISK.
    2. WE ARE NOT RESPONSIBLE FOR, AND YOU AGREE THAT WE WILL HAVE NO LIABILITY IN RELATION TO, YOUR USE OF AND CONDUCT IN CONNECTION WITH THE SITE, OR ANY OTHER PERSON'S USE OF OR CONDUCT IN CONNECTION WITH THE SITE, IN ANY CIRCUMSTANCE.
    3. WE CANNOT GUARANTEE OR WARRANT THAT ANY FILE YOU DOWNLOAD FROM THE SITE OR WE DELIVER TO YOU VIA EMAIL WILL BE FREE OF INFECTION OR VIRUS, WORMS, TROJAN HORSES OR OTHER CODE THAT HAS CONTAMINATING OR DESTRUCTIVE QUALITIES. YOU ARE RESPONSIBLE FOR IMPLEMENTING APPROPRIATE PROCESSES, SYSTEMS AND PROCEDURES TO PROTECT YOURSELF FROM THIS TYPE OF ISSUE.YOU INDEMNIFY US, AND AGREE TO KEEP US INDEMNIFIED, FROM AND AGAINST ANY CLAIM, LOSS, DAMAGE, COST OR EXPENSE THAT WE MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH YOUR IMPROPER USE OF OR CONDUCT IN CONNECTION WITH THE SITE, INCLUDING ANY BREACH BY YOU OF THESE TERMS OR ANY APPLICABLE LAW OR LICENSING REQUIREMENTS.
    4. TO THE MAXIMUM EXTENT PERMITTED BY LAW WE EXCLUDE ALL IMPLIED REPRESENTATIONS AND WARRANTIES WHICH, BUT FOR THESE TERMS, MIGHT APPLY IN RELATION TO YOUR USE OF THE SITE.
    5. TO THE EXTENT THAT OUR LIABILITY CANNOT BE EXCLUDED BY LAW, OUR MAXIMUM LIABILITY, WHETHER IN CONTRACT, EQUITY, STATUTE OR TORT (INCLUDING NEGLIGENCE), TO YOU WILL BE LIMITED TO THE MINIMUM AMOUNT IMPOSED BY SUCH LAW.
    6. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IN NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES, LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY OR ANY LOSS OR DAMAGES ARISING FROM OR IN ANY WAY CONNECTED TO INTERRUPTION OF THE TALENTDASK 24-7 SERVICES OF ANY TYPE, WHETHER IN DELICT, CONTRACT OR OTHERWISE.
  15. Confidentiality
    1. Confidential Information means any documents or information created, received or obtained by the Consultant from or on behalf of the Client, Talentdesk 24-7 or any other party in respect of any Consultation, their employees, agents, contractors and representatives. In relation to information about Talentdesk 24-7, it also includes all non-public information pertaining to Talentdesk 24-7's business (including, without limitation, our pricing information, any related entities, the identity of our Clients, the nature of and reasons for Client inquiries, and any content marked confidential) which must remain strictly confidential.
    2. You must not use, disclose, solicit, make available or misappropriate any Confidential Information, trade secrets or other proprietary information that belongs to any third party without that party's prior written permission, or in violation of any express or implied duty or contractual right.
    3. Where you are legally required to disclose the Confidential Information, you shall inform the third party who disclosed the Confidential Information of the requirement as soon as reasonably practicable and liaise with that party prior to disclosing any of that party's Confidential Information.
    4. The Consultant and Client shall notify Talentdesk 24-7 immediately upon becoming aware of a suspected or actual breach of this obligation.
    5. Talentdesk 24-7 will not disclose or make available to any third party, directly or indirectly, your Confidential Information, except where we have your permission, where the Confidential Information is already in the public domain (through no breach of these Terms), in furtherance of your use of the Talentdesk 24-7 Services, to enforce these Terms or if legally compelled to do so.
  16. Notices
    1. Without limiting the other ways in which we may give notices to you, we may provide notices to you under these Terms by sending them to any email address you provide us. You will be treated as having received any email sent by us instantly.
    2. You may only give notices to us (which must be in writing) by delivering them personally, email to info@talentdesk247.com, or sending them by certified mail, to our registered office, which is as follows:

      Talentdesk24-7.
      College House
      26 Peter Place
      Bryanston
      South Africa

  17. Miscellaneous
    1. Assignment and novation: We may assign or novate any of our rights or obligations under these Terms without your consent.
    2. Continued application: These Terms will continue to apply even when you are not using the Site and even if you de-register your account.
    3. Variation or waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of such provision. Further, any consent to depart from any terms the terms of this Agreement shall be ineffective unless it is confirmed in writing and signed by us.
    4. Any present or future legislation which operates to vary an obligation or right, power or remedy of a person in connection with these Terms is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.
    5. Cumulative rights: The rights, powers and remedies provided to us in these Terms are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of these Terms.
    6. Nature of agreement: These Terms constitute the entire agreement, read together with the Privacy Policy and Independent Consultant Agreement, should you be a Consultant,between you and us in relation to its subject matter. You acknowledge and agree that you have not relied on any representations by us in entering this agreement, except those contained in these Terms.
    7. Relationship of parties: These Terms do not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that Talentdesk 24-7 has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
    8. Automated use of the Site: Crawling, spidering or scraping of content is prohibited, except to the extent required by recognised search engines (e.g. Google) for the purposes of indexing the site. You may not provide unauthorised interfaces to any of our applications.
  18. Dispute resolution procedure
    1. Notwithstanding any else to the contrary in these terms, each Party agrees not to commence court proceedings (except proceedings seeking interlocutory relief) or proceed to arbitration in relation to any dispute relating to these Terms unless it has first, acting in good faith, genuinely attempted to resolve the dispute as set out in this clause.
    2. The dispute resolution procedure is as follows:
      1. The party claiming that a dispute has arisen in relation to these Terms shall give Talentdesk 24-7 as well as the other Party written notice specifying the nature of the dispute;
      2. Within 14 days of receipt of that notice, the Parties, inclusive of Talentdesk 24-7 must hold discussions and negotiations in good faith in order to attempt to amicably resolve the dispute; and
      3. In the event of the parties not being able to resolve the dispute by means of negotiations in good faith, either party may, by written notice served upon the other, within 14 (fourteen) days of the date of declaring a dispute, require that the dispute or difference arising out of this agreement, be referred to arbitration.
    3. Such arbitration shall be conducted in accordance with the provisions of the Arbitration Act (Act No. 42 of 1965, as amended from time to time), provided that:
      1. the arbitration proceedings shall take place within the Gauteng province;
      2. it shall not be compulsory to apply the requirements of the law of procedure or the usual rules of evidence, strictly;
      3. the arbitrator shall be an advocate with at least 10 (ten) years practical experience as appointed by the Chairperson of the Johannesburg Bar Council;
      4. the arbitrator shall be entitled to call for the assistance and/or evidence or specialists and/or professionals as in his opinion may be required in view of the essential nature of the dispute or any particular facet thereof; and the decision of the arbitrator shall be final and binding on both parties and may be made an order of a competent court.
  19. Force Majeure
    1. The failure of a party to fulfil any of its obligations under this Agreement shall not be considered to be a breach of, or default under this Agreement, provided such inability arises from an event of Force Majeure, and that the party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures in order to meet the terms and conditions of this Agreement, and has informed the other party as soon as possible about the occurrence of such an event.
    2. During the subsistence of Force Majeure, the performance of both parties under the Agreement shall be suspended, on condition that either party may elect to cancel the Agreement should the event of Force Majeure continues for more than 14 (fourteen) days by giving written notice to the other party.
  20. Interpretation
    1. Unless it is inappropriate in the context:
      1. the singular includes the plural and vice versa;
      2. a reference to an individual or person includes a corporation, firm and government body and vice versa;
      3. a reference to a clause is to a clause of these Terms;
      4. a reference to a party includes that party's executors, administrators, substitutes, successors and permitted assigns;
      5. any covenant, agreement or warranty on the part of or in favour of two or more persons is deemed to bind or be in favour of them jointly as well as each of them severally;
      6. the meaning of general words is not limited by specific examples introduced by 'including', 'such as', 'for example' or 'even if', or other similar expressions;
      7. a reference to a document (including these Terms) includes the document as modified from time to time and any document replacing it;
      8. a reference to one gender includes each gender; and
      9. headings are included for convenience and do not affect interpretation.