These General terms and conditions (“Terms”) govern the contractual relationship between Talented Oy (Business ID: 2778226-8) (“Talented”) and you (“you” or “client”) in relation to introduction of employees or other natural or legal persons (“Applicants”) by Talented in its capacity as an employment agency to you for the purpose of an engagement between the Applicant and you such as employment or other use of the Applicant by you or any third party, whether under a service contract, agency, license, franchise, partnership or other engagement, directly or indirectly (“Engagement”).
By consenting to these Terms upon signing in Talented’s service available at talented.fi (“Service”) you agree to be bound by these Terms.
When consenting to these Terms you guarantee that you are represented by a person legally authorized to represent your organization and enter into legally binding commitments on behalf of your organization.
Talented and you shall be referred to herein each separately as a “Party” and both together as the “Parties”.
1. GENERAL RIGHTS AND RESPONSIBILITIES
1.1 Talented may introduce you to Applicants for employment or other Engagement via its Service or otherwise. You are responsible for ensuring that the Applicant is suitable for the Engagement and any other criteria you may have.
1.2 The Service is provided on an “as is” and “as available” basis. Talented may at its discretion update, modify, block and close the Service or a part of it. You are responsible for your own devices, software, systems and connections you use to access the Service as well as their security. You agree not to cause errors, disruption or other damage to the Service, Talented or third parties.
1.3 All rights, title and interest in and to the Service including its content belongs to Talented or a third party. You may not use, publish, copy, distribute or otherwise utilize the Service or its content for other purposes than finding Applicants for the purpose of Engagement without Talented’s prior consent. You may not sell, resell or otherwise offer the Service to be used by third parties without Talented’s prior consent.
1.4 If an Applicant is Engaged by you following Talented’s introduction of an Applicant to you (“Introduction”), you agree to pay Talented a fee in accordance with Section 2. All Introductions by Talented to you during the term of these Terms shall be subject to these Terms.
1.5 You are responsible for obtaining work permits and other permission as may be required for the Engagement as well as for the arrangement of any medical examinations and requirements, qualifications or permissions required by the law of the country in which the Applicant is engaged to work. Talented shall be responsible only for such statutory obligations that may be based on its contractual relationship with the Applicant as an employment agency.
1.6 For the avoidance of doubt, Applicants’ CV and other details are confidential and you shall not disclose the same to any third party other than your affiliates. You are allowed to seek references in respect of the Applicant only with the Applicant’s permission. This confidentiality obligation shall remain in force after the termination of the Terms for any reason.
2. NOTIFICATION AND FEES
2.1 You agree to notify Talented immediately of any offer of an Engagement you make to the Applicant introduced by Talented. Further, you shall notify Talented immediately if an offer of an Engagement to the Applicant is accepted.
2.2 In the event an Applicant is Engaged as a result of an Introduction by Talented you shall pay Talented a fee agreed by the Parties. The invoice term for such fee is 14 days net from the receipt of the invoice. If the fee is based on the Applicant’s salary or other remuneration, you agree to provide Talented with sufficient details of such remuneration.
3.1 Neither Party shall be liable under any circumstances for any indirect or consequential loss, damage or expenses. The Parties’ total aggregate liability for damages arising from or in connection with these Terms shall be limited to the amounts payable by you to Talented under these Terms during three (3) months preceding the cause for the claim. For the avoidance of doubt, the Parties do not exclude liability for damages caused by intentional misconduct or gross negligence.
3.2 Each Party shall comply with its legal obligations in respect of any Applicant applicable to such Party where it introduces, employs or otherwise engages the Applicant.
4.1 These Terms shall constitute the entire agreement between the Parties with respect to the subject matter hereof.
4.2 If any term or provision of these Terms is 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 will continue to be valid to the fullest extent permitted by law.
4.3 Talented may include your organisation’s name in a list of Talented’s customers on Talented’s website, Service or in promotional materials.
5. TERM AND TERMINATION
5.1 The Terms shall enter in force when you accept them upon signing in the Service and continue in force until terminated by either Party upon prior written notice.
5.2 Notwithstanding the termination of these Terms for any reason, these Terms shall apply to any Introduction made by Talented until the date of termination and any Engagement by you thereafter based on such Introduction. Obligations set out herein that shall continue in force after the termination of these Terms by their nature shall remain in force notwithstanding the termination of these Terms for any reason such as but not limited to the obligations set out in Section 2.
5.3 Talented may amend these Terms at its discretion by notifying you thereof in the Service. By accepting the amended Terms or continuing the use of the Service you accept the amended Terms. However, please note that you may at any point terminate the Terms upon written notice to Talented.
6. GOVERNING LAW AND DISPUTES
6.1 These terms are governed by and shall be construed in accordance with the substantive laws of Finland without regard to its choice of law provisions.
6.2 Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.