TERMS AND CONDITIONS
Application and entire agreement
1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by HDT GLOBAL LTD a company registered in England and Wales under number 12528316 whose registered office is at 71-75, Shelton Street, Covent Garden, London, ENGLAND, WC2H 9JQ (we or us or Service Provider) to the person buying the services (you or Customer).
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.
7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
I. For Candidates/Freelancers/Interns
A. Upon expressing the interest in becoming a potential Client, the Candidate shall complete the registration process, in the course of which the Candidate shall be requested to provide his personal data including his name, age and contact information and to declare that he/she
· has read, understood and accepted these Terms and Conditions;
· is of age and may be legally employed in the country where employment is sought
· is legally authorized to enter a binding agreement with HDT and
· agrees to provide any proof of identity that may be required.
In case the Candidate does not agree to be bound by these Terms & Conditions, he/she shall be banned from accessing the website or contracting HDT’s Services.
If the Candidate accepts these Terms & Conditions as binding, he/she shall be asked to provide a current curriculum vitae specifying the Candidate’s employment history and education by means of electronic communication.
B. The placement process does not create any contractual obligations for the Candidate; it is designed to maximize the Candidate’s value on the job market and is therefore cost-free for Candidates. HDT confirms to pay to the registered Candidates 500 GBP (only in GBP, in other markets accordingly and in proportion to the success fee) in case the Candidate is placed (full-time) after having engaged HDT after signing the employment contract if such is not terminated within 3 months.
C. Candidates are proposed and made visible to potentially interested Employers and may receive interview requests in the course of their cooperation with HDT. Where possible, each interview request will include remuneration details and a job description.
D. The Candidate shall be permanently available for a contact with the HDT team during the visibility period and shall respond to any interview request sent by an Employer within a maximum of 24 hours upon receipt. The Candidates then have the opportunity, however, not the obligation, to accept the proposed interview request.
E. If a Candidate is contacted by HDT and receives a job description and decides to apply with the Employer directly and the application is ultimately successful, HDT retains the claims mentioned in the clause 19.
F. The Candidate shall demonstrate general professionalism and motivation both during the proposal/visibility period, specifically in case of receiving an interview request or an employment offer.
G. The Candidate shall immediately inform HDT of all employment offers received and provide HDT with a copy of the contract as well as notify HDT immediately in case the contract is changed or terminated within 3 months of the date of signing for any reason whatsoever.
H. These Terms & Conditions equally apply to the interns and freelancers seeking potential employ, however, the fees charged by HDT deviate in accordance with clause 20.
II. For Employers
A. HDT offers to the Employers the opportunity to review profiles of pre-selected Candidates and reduce the costs associated with hiring. If the profile seems potentially of interest, an Employer shall have the right to send interview requests to candidates listed in the HDT’s candidate pool or send a message to HDT specifying the currently searched candidate profiles. HDT identifies and provides up to 10 profiles of qualified candidates over the time period of max. 10 months as long as the monthly retainer fee is paid in due course.
B. After being provided with a candidate profile, the Employer shall contact the candidate within 3 to max. 5 business days. If the employer failed to contact the candidate within 5 business days, HDT is authorized to introduce the candidate to other potential employers as well.
C. HDT does not verify the statements made by the Service users; however, HDT reserves the right to perform audits and verify the information, specifically provided by the Candidates, using publicly available information.
D. The Clients may use other means of communication as soon as the Candidate has accepted the interview request, however, the Employer undertakes not to attempt to circumvent the website and, or HDT services by attempting to communicate with the Candidate independently or outside of the agreed means of communications. In this case or if a Candidate is hired by the Employer without informing HDT, HDT shall be entitled to demand a penalty payment amounting to 25% of the gross annual remuneration in accordance with the aforementioned signed employment agreement.
E. However, If the Employer can demonstrate that the contact was already initiated in the three months prior to the date on which the Employer becomes aware that the Candidate’s profile would be published on HDT website or referred/proposed by HDT, the Employer is exempt from paying any recruitment fees or damages.
F. HDT charges a non-refundable retainer fixed fee in the amount of 699 GBP (excl. VAT) per month; in case of a successful placement of a Candidate, HDT charges 6.999 GBP (excl. VAT) when the Candidate signs the employment contract. All prior retainer payments shall be deducted from total amount of 6.999 GBP (excl. VAT). Other fees and costs shall not be charged. The first payment (retainer) shall be made upon registration, the full fee is due by bank transfer at the time when the Candidate signs the employment contract (or any other form of a work agreement). Should the employee resign within 8 weeks, or the employee contract is terminated due to performance related issues, HDT shall provide 10 new profiles in line with the agreed the job description and compensation. For the avoidance of any doubt, the 10 additional profiles shall not be applicable should the Client fail to adhere to the 14 days payment terms.
G. In case of an employ of freelancers or interns, the fees charged to the Employers shall amount to 2.200 GBP instead of 6.999 GBP.
H. HDT invoices are payable upon receipt. If payment is not received within 14 days, HDT shall be entitled to charge costs and interest on the outstanding amount without prior notice. Any dissatisfaction of the Employer with an invoice or the nature of the services must be clearly expressed within 14 days of the invoice date. All HDT invoices are available to the employer online. Any discounts, promotions, special offers and reduced prices will only be valid when fees are paid upon receipt and on time.
I. HDT may amend the fee schedule mentioned in these Terms & Conditions upon prior written notice to the Employer.
A. By accessing the website and creating an account, the Clients agree to provide accurate, truthful, complete and current information and to refrain from using a false identity or false information or acting on behalf of another person. Each Client may have only one account and may not register or use the website after being banned from using it. HDT may use discretion allowing to use third-party registration services such as GitHub, LinkedIn or Twitter.
B. The Clients agree that entering the email address and password in the course of the registration shall qualify as the proof of their respective identity.
C. The Clients are responsible for all activities originating in their account. In case the information provided is inaccurate, out of date or incomplete, HDT has the right to suspend or terminate the account.
D. The Candidates shall create a searchable profile upon registration; once the registration form has been validated, the Candidate shall receive an email at the address provided to confirm the account.
E. HDT shall review the information provided in the course of the registration process and reserves the right, at its sole discretion, to accept or decline the registration. If the registration is accepted, the Candidate is authorized to use all Services available on the website.
F. Employer registration is equally free of charge. In the course of the registration Employers may be asked for additional information about their corporate organization and the type of candidates they are looking for. After registering, the Employers can also create one or more search queries for the specific candidate profiles. Once the registration form has been validated, the Employer shall receive an email at the address provided to confirm the account.
G. If the application is accepted, the Employer shall receive an invoice for the retainer fee; only if it is paid, the Employer shall be able to receive and review candidate profiles and send out requests.
10. You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
11. If you do not comply with clause 10, we can terminate the Services.
12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
Fees and Retainer
13. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.
14. In addition to the Fees, we can recover from you (prior approval from you/client) a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
16. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
17. You must pay a Retainer (“Retainer”) as detailed in the quotation within 7 days of acceptance.
18. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
19. The Retainer is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
Cancellation and amendment
20. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the quotation, (unless the quotation has been withdrawn).
21. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
22. If you want to amend any details of the Services you must inform us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
23. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
24. We will invoice you for payment of the Fees either:
a. when we have completed the Registration; or
b. on the invoice dates set out in the quotation.
25. You must pay the Fees due within 7 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
26. Time for payment shall be of the essence of the Contract.
27. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 20% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
28. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
29. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
30. Receipts for payment will be issued by us only at your request.
31. All payments must be made in British Pounds unless otherwise agreed in writing between us.
Sub-Contracting and assignment
32. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
33. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions
34. We can terminate the provision of the Services immediately if you:
a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make pay any amount due under the Contract on the due date for payment; or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
35. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
36. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
37. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
38. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
39. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
40. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
41. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
42. The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
43. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
44. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
45. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
46. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
47. Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found www.hiredigitaltalent.co.uk. For any enquiries or complaints regarding data privacy, you can email: firstname.lastname@example.org.
Circumstances beyond a party’s control
48. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
49. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
50. Notices shall be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.
51. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
52. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
53. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
54. This Agreement shall be governed by and interpreted according to the laws of England and Wales and all disputes arising under this Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.