TERMS AND CONDITIONS PUREMATCHING, June 2018
This document sets out the Terms and Conditions (“Terms”) on which Pure at Kruisweg 70, 2011 LG, Haarlem, The Netherlands, provides customers with access to certain recruitment management services through the www.purematching.com website (“Site”).
Please read these terms carefully before using the Site and the services. You acknowledge and agree that by accepting on behalf of a nominated company or organisation (in these terms, the “Customer”), you agree that company or organisation will be bound by these Terms as a customer. You warrant and represent that you have full capacity and authority to enter into this agreement on behalf of the customer company or organisation.
If you do not accept these terms, you will not be able to use the Site and the services. You accept our terms by using our product. You are advised to print and retain a copy of these terms for future reference.
THE SITE & SERVICES
The Site and services are owned and managed by PureMatching (“Pure”)
1..1. In consideration for the payment of the Fees, Pure shall provide the Customer with the services as described on the Site, which allows the Customer to use a tool that predicts a collaboration in its recruitment process (“Services”). The Services typically include the following key features:
- the facility to add accounts for “Collaborators” (meaning the Customer’s employees and nominated representatives on their recruitment team) by nominating such individuals to create individual user accounts which permit them to access the Services on behalf of the Customer;
- the facility to create “Openings”, meaning descriptions of an employment or contractor role or position that the Customer is seeking to fill (note the ability of the Customer to do this may be limited to a set number of Openings in accordance with the corresponding Fees subscription selected, as described on the Site or offer;
- the facility to upload “Customer Information”, meaning information about the Customer organisation or any Opening;
- the ability to publish and export Openings to various job boards or social media services where they can be displayed to potential “Candidates”, meaning persons seeking employment on a contract or permanent basis who register with Pure;
- access to view the “Profile” of a Candidate who applies for an Opening with the Customer, which means the information submitted by a Candidate through the Service which may include a summary of the Candidate’s study background, work experience, technical or product skills and assessments;
- a comparison tool to rank and compare Candidates for a specific Opening, and the facilitation and management of communications between the Customer and its Collaborators, and any Candidate, with respect to an Opening; and
- any other features and functionalities provided by Pure to the Customer from time to time.
1..2. For the avoidance of doubt, Pure’s obligations shall be limited only to the provision of the Services and do not in any way include acting on the Customer’s behalf. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the Customer and Pure, appoint either party as the agent of the other, nor authorise either party to make or enter into any commitments for or on behalf of the other party.
1..3. Pure may from time to time add, modify, suspend or cease (temporarily or permanently) the provision of any element of the Services upon notice to the Customer.
1..4. Pure shall have no obligation to notify the Customer in the event of an unplanned service downtime. In the event of a planned service downtime in respect of the Services or the Site, Pure shall use its reasonable endeavours to notify the Customer in advance provided that Pure is able to do so.
1.5. Pure will make commercial reasonable efforts to respond to all incoming support requests within 48 hours.
1.6. Access to the Site and the Services may be granted to the Customer on a trial or ‘free’ basis (“Trial”). The Customer acknowledges and agrees that during the Trial, these Terms and conditions shall apply, as well as the following specific terms:
- access to the Services during the Trial (‘1 vacancy’) will be provided at no cost to the Customer;
- such access is solely for the purpose of offering the Customer a preview demonstration of the functionality and features of the Services;
- the functionality of the Services during a trial may be limited or restricted; and
- Pure may withdraw or suspend the Customer’s access to the Services at any time during the Trial, and at the completion of the Trial continued access to the Site and/or Services will be subject to payment of Fees or charges.
REGISTRATION & COLLABORATORS
2.1. In order to use the Services, the Customer shall first be required to register with Pure by completing the online registration form on the Site.
2.2. Pure shall send the Customer a confirmation email (“Confirmation Email”) once it has accepted and confirmed the Customer’s registration. The Customer’s contract to use the Services on these Terms (“Contract”) commences on the date of agreeing with these terms by purchasing the Service.
2.3. Pure reserves the right to conduct verification and security procedures in respect of all information provided by the Customer to Pure. If Pure has reason to believe that the information provided by the Customer to register and use any of the Services breaches or is likely to breach any of the provision in these Terms, Pure at its sole discretion may take any action that it deems appropriate including without limitation, to terminate the Customer’s Contract.
2.4. These Terms shall apply to any and all Collaborators who access and use the Site and the Services through the Customer’s account. The Customer acknowledges and agrees:
- all Collaborators must use the corporate email address allocated to them by the Customer when creating an Collaborator profile;
- Pure may allocate the Customer “Admin” or “Member” accounts with varying levels of access, and the Customer shall comply (and ensure each Collaborator complies) with any directions of Pure relating to the establishment and use of such Collaborator accounts;
- the Customer is directly liable to Pure at all times for the acts or omissions of its Collaborators.
2.5. The Customer shall, and shall ensure its Collaborators, keep any Customer and Collaborator usernames and passwords (“Logins”) safe and secure to ensure that they are not used without the Customer’s permission. The Customer must immediately notify Pure if it has reason to believe that there has been unauthorised use or access to the Customer’s Logins and/or the Customer’s profile on the Website. The Customer shall be solely responsible and liable for any breaches of these Terms arising out of or resulting from use of the Customer’s Logins to access the Services and/or the Website, whether such use is authorised by the Customer or not.
2.6. At any time upon notice to the Customer, Pure may require the Customer to execute any further documents to confirm the Customer’s acceptance of, or give full effect to, these Terms.
3.1. The Customer shall at all times use the Services and the Site in accordance with these Terms.
3.2. The Customer shall ensure that its use of the Services and/or the Site, including the submission of any information, data, images, videos, audio, files, links to external websites, communication between Collaborators and with Candidates, and all other material of any format (“Submissions”):
- comply with all applicable laws and legislations;
- do not infringe any intellectual property rights or other proprietary rights of any third party;
- not reasonably be deemed to: be offensive, illegal, inappropriate or in any way:
promote racism, bigotry, hatred or physical harm of any kind against any group or individual; harass or advocate harassment of another person; display pornographic or sexually explicit material; promote any conduct that is abusive, threatening, obscene, defamatory or libellous; promote any illegal activities; provide instructional information about illegal activities, including violating someone else’s privacy or providing or create computer viruses; promote or contain information that you know or believe to be inaccurate, false or misleading; engage in the promotion of contests, sweepstakes and pyramid schemes, without our prior written consent; exploit people in a sexual or violent manner; invade or violate any third party’s right to privacy; and transmit “junk mail”, or “chain letters”, or unsolicited mass mailing, messaging or “spamming”;
- and the Customer hereby indemnifies Pure for all losses, liabilities, costs and expenses (including but not limited to legal costs) suffered or incurred by Pure which arise directly or indirectly from a breach by the Customer of this clause 3.2.
3.3. Unless otherwise explicitly stated by Pure, Pure does not vet, verify the accuracy, correctness and completeness, edit or modify any Submissions or any other information, data and materials created, used and/or published by the Customer on the Site to determine whether they may result in any liability to any third party. The Customer hereby warrants that the Customer has the right to use all such information and material.
3.4. Notwithstanding clause 3.3, Pure reserves the right to refuse to publish any Submissions, or to at any time remove or edit a Submission (in whole or in part), if Pure has reason to believe that the Customer’s use of the Services and/or the Site breaches these Terms.
3.5. The Customer shall not:
- at any time use the Services and/or the Site with the purpose of impersonating another User or person; and
- use the information made available to the Customer through its use of the Services and/or the Site for any purpose other than for the purposes of procuring benefit out of the Services and/or the Site; and
- do anything whatsoever which shall or is likely to impair, interfere with, damage, or cause harm or distress to any persons using the Services and/or the Site or in respect of the network.
3.6. Pure takes breaches of this clause 3 very seriously and therefore reserve the right to take any action that Pure deems necessary. This can include, without limitation, suspension or termination of the Customer’s use of the Services and/or access to the Site. In certain circumstances Pure may choose to instigate legal proceedings as appropriate if there is illegal use of the Services and/or the Site, or disclose information to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights or of their right to privacy. The Customer shall promptly notify Pure if it is aware of any or any suspected breaches of this clause 3 by its Collaborators.
CUSTOMER INTERACTION WITH CANDIDATES
4.1. The Customer shall ensure that any Opening it publishes through the Site contains the sufficient information to allow a Candidate to make an informed decision as to applying for the role in question.
4.2. The Customer warrants and represents that the information provided pursuant to clause 4.1 and in respect of the Customer Information shall be correct, complete, accurate and up to date. In the event the information in the Opening or the Customer Information is incorrect, incomplete, inaccurate or out of date, then the Customer must immediately take all necessary steps to rectify such information.
4.3. The Customer shall at all times use the Services and the Site in accordance with the applicable law and legislation and in particular, all applicable data protection, employment and anti-discrimination legislation.
4.4. The Customer is solely responsible for the use of the Services and its internal management of the recruitment process, for each Candidate search the Customer undertakes and any Opening advertised by the Customer through the Site. The Customer is also responsible for confirming:
- each Candidate’s qualifications, skills, training and experience;
- that the Candidate has the right to work in the relevant jurisdiction; and
- procuring from the Candidate(s) all information reasonably required by the Customer to determine the Candidate’s suitability to the Opening.
4.5. The Customer acknowledges that Pure does not have any control of and therefore can not reasonably accept any liability in respect of the behaviour, response or actions of the Candidates. Pure does not warrant, represent or guarantee that the Customer will be able to fill the Opening using the Services.
4.6. The Customer shall at all times keep all information including without limitation, the Candidates’ Profiles, communication and correspondences between the Customer, Pure and the Candidates, and all information relating to the Candidates and the recruitment process secure and confidential.
4.7. The Services shall be personal to the Customer organisation and the Customer has no right whatsoever to resell the Services to any third party for any reason without the express written approval of Pure.
4.8. The Customer acknowledges and agrees that it is the Customer’s responsibility to ensure it enters into any necessary contractual arrangements with Candidates (whether for temporary, casual, contract or permanent employment). The terms of employment and any contractual arrangements shall be negotiated and agreed between the Customer and the approved Candidate directly. In the event there is a dispute between the Customer and any Candidate (whether it relates to the interview or selection process, the contractual arrangements between the parties or otherwise) – collectively, a “Dispute” – the Customer agrees Pure is not liable for any loss or damage suffered by the Customer resulting from any such Dispute and the Customer hereby releases and holds harmless Pure from any such loss or damage or any liability in relation to any Dispute.
4.9. The Customer hereby indemnifies Pure against all losses, liabilities, costs and expenses (including but not limited to legal costs) suffered or incurred by Pure which arise directly or indirectly from any Dispute, or any breach by the Customer of clause 4.3.
5.1. The fees to access the Site and Services are as set out on the Site or under a enterprise agreement (“Pricing”). The Fees may be based on the number of Openings the Customer is permitted to create in its use of the Services. Other than where the Customer is participating in a Trial in accordance with clause 1.5, the Customer may only access the Site and the Services by paying the Fees.
5.2. Unless stated otherwise on the Site or agreed by Pure in writing, the Fees shall be payable by the Customer per automatically sent invoice, in the manner as set out on the Site.
5.3. All Fees are exclusive of VAT and all other taxes or duties, and are non-refundable for any reason whatsoever.
5.4. The Fees or any rate of charge may be increased by Pure upon not less than thirty days prior written notice to the Customer, which notice may be provided through the Site.
6.1. The Customer may terminate their Contract at any time by cancelling their subscription on the Site, provided that any Fees already paid by the Customer are non-refundable.
6.3. Pure shall be entitled to suspend and/or terminate the Customer’s access and use of the Site and/or the Services:
- if Pure’s network providers and suppliers cease providing Pure with their services; or
- if Pure has reason to believe that the Customer has breached any of the provisions of these Terms.
6.4. Upon termination of the Customer’s Contract in accordance with this clause 6, the Customer may no longer access or use the Services and the Site.
7.1. The Customer hereby warrants that (a) the Customer has the right and capacity to enter into and be bound by these Terms; and (b) the Customer shall comply with all applicable laws regarding the Customer’s use of the Services and the Site; and (c) and the Customer agrees to abide by the rules and reasonable directions of Pure relating to the Site as may be provided by Pure from time-to-time.
7.2. Pure relies on other service providers (such as network provider, data centres, telecommunication providers) to make the Services and the Site available to the Customer. Whilst Pure takes all reasonable steps available to it to provide the Customer with a good level of service, Pure does not guarantee that such service shall be fault free or uninterrupted at all times. Pure therefore shall not be liable in any way for any losses the Customer may suffer as a result of delays or failures of the Services and Site as a result of Pure’s service providers.
7.3. Except as expressly set out herein, to the maximum extent permitted by law, Pure expressly excludes all representations, warranties, obligations and liabilities in connection with the Services and the Site, including but not limited to the warranties of merchantability, non-infringement of intellectual property, accuracy, completeness, fitness for a particular purpose, and any warranties arising by statute or otherwise in law or from course of dealing, course of performance, or use of trade are hereby excluded and disclaimed.
7.4. Pure may display or provide links or other interaction with third party websites and third party advertising banners on the Website (“Third Party Websites”). In particular, the Services may also provide the Customer with the opportunity to connect and publish Openings and other Customer Information through Third Party Websites and other third party services such as social and business networking sites. Use of any such Third Party Websites and services shall be at the risk of the Customer and subject to the terms and conditions of the Third Party Website provider.
LIMITATION OF LIABILITY
8.1. Subject to clauses 8.2 and 8.3, the maximum aggregate liability of Pure (including its respective agents, sub-contractors or representatives) under, arising from or in connection with the provision of the Services and/or these Terms, whether arising in contract, tort (including negligence) or otherwise, shall not exceed a sum equivalent to the total Fees received by Pure for a period of six (6) months preceding the event giving rise to liability.
8.2. To the extent permitted by law, Pure expressly excludes: all conditions, warranties and other terms whether expressed or which might otherwise be implied by statute or common law; any liability for indirect or consequential loss which are losses incurred as a side effect of the main loss or damage; loss of profit; loss of income or revenue; loss of business or contracts; loss of data; loss of goodwill and reputation; loss of expectation; loss of opportunity; or loss arising out of or in connection with wasted management or office time;
8.3. Arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to the Customer’s tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
Nothing in these Terms shall serve to limit or exclude Pure’s liability for death or personal injury resulting from Pure’s negligence or any liability for fraudulent misrepresentation.
INTELLECTUAL PROPERTY RIGHTS
9.1. Pure and its licensors own all rights in the intellectual property rights relating to the Services and the Site, including but not limited to all software forming part of the Site (“Software”). Those works are protected by copyright laws and treaties around the world. Nothing in this Agreement will serve to transfer from Pure to the Customer any of the Software or Site, and all right, title and interest in and to the Software and the Site will remain exclusively with Pure and/or its licensors. All rights in and to the Software and the Site not expressly granted to the Customer are reserved by Pure and the relevant third party licensors.
9.2. The Customer may print off one copy and may download extracts of any pages from the Site solely for use by the Customer; and the Customer may draw the attention of other Users to Submissions or materials posted on the Site. The Customer must not use any part of the submissions of other users and all materials on the Site for any purpose other than accessing the Site or obtaining a benefit from the Services in accordance with these Terms.
9.3. The Customer shall not, and shall procure that Collaborators shall not: (i) modify, translate, create or attempt to create derivative copies of or copy the Software or the Site in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Software or the Site to source code form; (iii) distribute, sub-licence, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer the Software or the Site or the Customer’s right to use the Software or the Site.
9.4. The Customer warrants that the Customer owns or has the right or licence to use the intellectual property rights in the Customer Information, the Openings and all information and materials provided by the Customer to Pure.
9.5. The Customer hereby grants Pure, a perpetual, sub-licensable, worldwide, royalty-free licence to publish and make available on the Site the Customer Information, Openings and all other information and material provided by the Customer to Pure in respect of the Services, for the purpose of providing the Services to the Customer.
9.6. The Customer hereby indemnifies Pure against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of any infringement of any intellectual property right by the use or possession of the Customer Information, Openings, and all other information and material provided by the Customer to Pure.
10.1. The Customer and Pure shall comply with the Data Protection Act (Wet bescherming persoonsgegevens) under Dutch law and all other successor legislation and regulation in the performance of the obligations set out under these Terms, as stated in 2018.
For personal data which is processed by Pure on the Customer’s behalf as part of the Services, Pure will act strictly in accordance with the Customer’s instructions by following such processing and security obligations as are contained in these Terms. The Customer confirms that it is solely responsible for ensuring that any such processing and security obligations comply with all applicable data protection law and legislation. The Customer hereby indemnifies Pure against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of the Customer’s failure to comply with this clause 10. Data given to Pure will be stored for a maximum of 12 months, where the Customer agrees upon before subscribing to Pure.
11.1. If Pure fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve the Customer from compliance with such obligations. No waiver by Pure of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to the Customer in writing.
11.2. All notification and communication to Pure should be sent to the contact details made available to the Customer on the Site.
11..3. If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
11..4. These Terms represent the entire agreement between the Customer and Pure in respect of the Customer’s use of the Site and Services and shall supersede any prior agreement, understanding or arrangement, whether oral or in writing.
11..5. The Customer acknowledges that in entering into these Terms, the Customer has not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Site, the Internet or in negotiation between the parties except as expressly set out in these Terms.
11..6. Pure reserves the right to modify these Terms at any time. Any changes Pure may make to this document in the future will be notified and made available to the Customer using the Site.
11..7. Any disputes arising out of the use of the service shall be governed by the laws of The Netherlands, without regard to any conflict of laws principles, and any proceedings shall solely be brought in the court of Amsterdam, The Netherlands.
Terms and conditions Pure, December 2015