PODS Subscription Terms and Conditions

 Terms and Conditions – PODS Blue & Silver plans

  1. Recordal
    • This agreement is made up of these Terms and Conditions together with any annexures, addendums and any order forms (“Agreement”) and is made between the Client identified on the Order Form (“Client “) and talentCRU, a division of Fortress Administration (Pty) Ltd (“talentCRU”) (each a “Party”, collectively, the “Parties”) and governs Client’s use of the PODS Services and any related services set out in the Order Form.
    • By placing an order to purchase the PODS Services, and agreeing to accept the terms of this Agreement, or using or accessing any talentCRU offering, you agree to all the terms and conditions of this Agreement, which shall be effective from the first of the foregoing to occur (“Agreement Effective Date”).
    • These terms are only applicable to the PODS Services selected, and we reserve the right to amend these terms from time to time. This Agreement shall terminate once the PODS Services have been concluded with the Client.
  2. Definitions
    • “Authorised Users” means Client and its respective employees, contractors or consultants provided that they use the Software for Client’s internal business purposes only and no other purpose, and Client is responsible for such Authorised Users’ use of the Software in accordance with this Agreement.
    • “Client” means the entity that purchases the PODS Services.
    • “Fees” means the fees payable by Client for the PODS Services.
    • “Client Content” means any information, data or material in the form of images, videos, text and audio-visual material or any other content submitted by Client to talentCRU.
    • Data Processing Agreement (“DPA”) means the agreement between the Parties with regard to the processing of Personal Information of talentCRU, Client and a candidate pursuant to a Job Assignment, in accordance with the requirements of the Data Protection Laws.
    • Data Protection Laws: the applicable data protection laws, including but not limited to the Protection of Personal Information Act 4 of 2013 (“POPIA”) and the General Data Protection Regulation (“GDPR’”).
    • “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
    • “Job Assignment” means the request for the placement of a candidate in the client’s employ according to the Clients specifications as shared with talentCRU in writing.

 

  • “Order Form” means the form that Client shall complete, prior to commencement of the PODS Services, which records, inter alia, the Client’s details, the plan selected by the Client and the Fees.

 

 

  • “Personal Information” shall have the meaning prescribed by POPIA.
  • “the PODS Services” means the provision by talentCRU of an integrated recruitment solution for one Job Assignment. The service provided by talentCRU will be limited to the plan selected. Depending on the plan selected, the service may include but is not limited to (i) multi-posting functionality; (ii) online assessments; (iii) online reference checking; (v) recruitment delivery and/or any other services as specified in an order form
  • “Software” means the online software applications used by talentCRU as part of the PODS Services service including any upgrades thereto and any related documentation, APIs and software tools.
  1. Terms of service and Restrictions
    • Subject to the terms of this Agreement and payment of the Fees, talentCRU grants to Client and its Affiliates a non-sublicensable, non-transferable, non-exclusive right to access and use the Software during and in accordance with the term of this Agreement, solely for Client’s internal business purposes and limited to such access as is reasonably necessary for Client to receive the PODS Services.
    • talentCRU reserves the right to suspend Client’s access to the Software for scheduled or emergency maintenance.
    • Notwithstanding anything to the contrary herein, any entity which licenses or provides any software, product, or service that is competitive with talentCRU’s services (including the PODS Services) will not be considered an Authorised User.
    • The Client’s right to use the PODS Services under clause 1 shall be limited to one Job Assignment. Each Job Assignment shall be purchased separately.
    • the PODS Services is not a guaranteed placement service, however, placements may be guaranteed at an additional cost and in accordance with clauses 3.6 and 4.
    • the PODS Services is an integrated talent solution focused on the end-to-end management of the active candidate pool which includes candidates that are actively applying online for positions on various online platforms including job postings. Client may elect to purchase a placement guarantee, at an additional cost, together with the PODS Services. The placement guarantee will include a specialist recruiter utilising advanced sourcing practices to source a candidate from the passive candidate pool, which includes candidates that are not actively looking for new employment.
    • Acceptable Use Policy. Client shall not sublicense, license, sell, lease, rent or otherwise make the PODS Services available to third parties.
    • Client’s Content. Client shall maintain the copyright notices that appear on any materials relating to the PODS Services. Client, at its sole expense, agrees to defend talentCRU, its Affiliates, and its respective officers, directors, employees, and representatives (each, including talentCRU, a “Indemnified Party”) against any third party claim that Client Content directly infringes a third party’s Intellectual Property Rights (an “Infringement Claim”), and indemnify the Indemnified Party from the resulting costs and damages finally awarded against the Indemnified Party by a court of competent jurisdiction or agreed to in settlement.
  2. Fees and Payment
    • The Fees are priced according to the plan that Client has selected.
    • The Fees are payable in advance and by way of credit card payment or such other mechanism as the Parties may agree in writing.

 

  • All payment obligations are non-cancellable and all amounts paid are non-refundable.
  • Any placement guarantee will be charged at an additional fee of 9.5% of the annual cost to company package of the successful candidate, payable on the start date of employment of the successful candidate with the Client. This guarantee will be deemed fulfilled where talentCRU provides a candidate to the Client that meets the minimum requirements of the Job Assignment and the candidate is willing to take up employment with the Client at a market-related salary.
  • The Fees charged are exclusive of value added tax (“VAT”)
  • Client agrees to provide talentCRU with complete and accurate billing and contact information on the Order Form. All pricing terms are Confidential Information, and Client agrees not to disclose them to any third party.
  1. Warranties
    • talentCRU does not warrant that the Software, will operate uninterrupted or that it will be free from minor defects or errors that may affect such performance, or that the applications contained in the Software are designed to meet all of Client’s business requirements.
    • Except as expressly provided in this Agreement, talentCRU gives no representation, undertaking or warranties, express or implied, by operation of law or otherwise. Any warranties given by talentCRU extend solely to Client and are not transferable.
    • Furthermore, except as expressly provided in this Agreement and to the maximum extent permitted by applicable law, talentCRU and its licensors make no representations, warranties, conditions or guarantees with respect to the the PODS Services, the Software and any other materials or services covered by or furnished pursuant to this Agreement, including without limitation any implied warranty or condition of: (i) merchantability; (ii) satisfactory quality; and/or (iii) fitness for a particular purpose.
  2. Protection of Intellectual Property Rights
    • All right, title and interest in the intellectual property (including all copyrights, patents, trademarks, trade secrets and trade dress) embodied in the talentCRU offerings shall belong solely and exclusively to talentCRU or the applicable licensors, and Client shall have no rights whatsoever in any of the above, except as expressly granted in this Agreement. talentCRU’s ownership shall also include any and all system performance data and machine learning, including machine learning algorithms, and the results and output of such machine learning. The talentCRU offerings are protected pursuant to copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. In connection with Client’s use of the talentCRU offering(s), Client must maintain any talentCRU system operation designations, such as logos and “powered by” icons, provided by talentCRU.
  3. Data Protection
    • In rendering the PODS Services, talentCRU may from time to time be provided with, or have access to, information of Client or Authorised Users which may qualify as Personal Information.
    • talentCRU will process Client and Authorised Users Personal Information as in accordance with the Data Processing Agreement and the Data Protection Laws.
    • Client will ensure that the use of the PODS Services is compliant with the Data Protection Laws and relevant security standards within Client’s region and is consistent with generally accepted and commercially reasonable industry standards.
  4. Confidential Information
    • In connection with this Agreement, each Party may have access to or be exposed to information of the other Party that is not generally known to the public, such as software, product plans, pricing, marketing and sales information, client lists, “know-how,” or trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential (collectively, “Confidential Information“). Confidential Information may not be shared with third parties unless such disclosure is to the receiving party’s personnel, including employees, agents and subcontractors, on a “need-to-know” basis in connection with this Agreement, so long as such personnel have agreed in writing to treat such Confidential Information under terms at least as restrictive as those herein. Each Party agrees to take the necessary precautions to maintain the confidentiality of the other Party’s Confidential Information by using at least the same degree of care as such Party employs with respect to its own Confidential Information of a similar nature, but in no case less than a commercially reasonable standard of care to maintain confidentiality. The foregoing shall not apply to information that (i) was known by one Party prior to its receipt from the other or is or becomes public knowledge through no fault of the recipient; or (ii) is rightfully received by the recipient from a third party without a duty of confidentiality. If a recipient is required by a court or government agency to disclose Confidential Information, the recipient shall provide advance notice to other Party before making such a disclosure. The obligations with respect to Confidential Information shall continue for three (iii) years from the date of disclosure.
  5. Non-solicitation
    • Neither Party shall during the subsistence of this Agreement and for 6 (six) months thereafter without the other Party’s prior written permission, employ, canvass or solicit for direct or indirect employment any member of the other Party’s personnel, which shall for this Agreement include such Party’s agents, consultants, contractors, sub-contractors and their respective personnel, or proceed with any application by or on behalf of that member of personnel for direct or indirect employment, if that member of personnel is attached to or has contributed in any way to the PODS Services or any other talentCRU services, or was introduced as a result of the provision of the PODS Services pursuant to this Agreement nor shall it solicit, entice, encourage or persuade any such member of personnel to terminate his/her employment.
    • Notwithstanding the provisions of this clause 10, nothing shall prevent either Party from hiring the other Party’s Personnel who have responded to a general advertisement of the one Party, in relation to a vacant position within that Party. In the event that either Party breaches the provisions of this clause, such Party shall be obliged to pay to the other Party, an amount equivalent to 25% of the relevant personnel member’s annual remuneration (total cost of engagement) with their new employer.
  6. Limitation of Liability
    • Except for the indemnities contained in this Agreement, under no circumstances and regardless of the nature of any claim or action (whether claims or actions based in delict, strict liability, breach of contract or breach of warranty) shall either Party (or talentCRU’s licensors) be liable to each other or any other person or entity arising out of or relating to this Agreement (including under any order) for an aggregate amount exceeding 50% (fifty percent) of the Fees paid by Client to talentCRU under this Agreement.
    • Neither Party shall be liable to the other Party for any lost profits or special, consequential, indirect or punitive damages.
    • talentCRU shall not be liable for any fraud, misrepresentation, inaccuracy of any candidate information or the results of a third party service provider nor if a candidate declines any offer of employment from the Client. Should a candidate accept employment and later withdraw acceptance and or not report for work on the start date of employment, talentCRU shall not be held responsible for any loss or damage in relation thereto.
  7. Indemnity
    • The Client shall defend, indemnify and hold harmless talentCRU and its employees, officers, successors and assigns against any claims and/or damages, to the extent resulting from the negligence or wilful misconduct or omission of the Client or its employees, or the material breach of the Client’s representations, warranties or obligations contained in this Agreement.
  8. Force Majeure
    • Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement arising out of causes beyond its reasonable control including but not limited to pandemics, epidemics, quarantines, strikes, riots, wars, government action or regulation including nationwide lockdowns, acts of God, including but not limited to, fires or other casualties or accidents, floods, explosions, severe weather conditions or earthquakes.
    • A Party whose performance is prevented, restricted or materially interfered with shall be excused from performance so long as such Party provides the other Party with prompt written notice describing the condition that prevented, restricted or materially interfered with performance and immediately continues performance whenever and to the extent such causes are removed.
    • If the force majeure continues for at least thirty (30) days, the other Party is entitled to terminate the Agreement without being obliged to pay any compensation for this termination. For the avoidance of doubt, the obligation for Client to pay the Subscription Fees can never constitute as a force majeure.
  9. Breach, Suspension and Termination
    • Should Client breach the Agreement, talentCRU reserves its rights to immediately terminate the Agreement and retain all Fees paid.
    • Upon termination of the Agreement, for whatever reason, any and all rights granted to Client under the Agreement will automatically terminate, and Client will immediately cease any and all use of the Software, talentCRU Content, talentCRU Intellectual Property Rights and talentCRU Confidential Information.
  10. Notices
    • The Parties choose as their domicilium addresses for all purposes, the addresses set out below:
      • talentCRU:

Attention: Michael Patterson

talentCRU a division of Fortress Administration (Pty) Ltd

102 Western Service Road Gallo Manor

Sandton 2191

South Africa

 

With a copy of all legal notices sent to legal@adcorpgroup.com

 

  • Client:

the address provided to talentCRU upon registration as contained in the Order Form.

  • A Party may change its domicilium address on 30 (thirty) days’ written notice to the other Party.
  • Every notice, consent or other communication required or permitted hereunder from any Party shall be in writing.
  • Notwithstanding anything to the contrary, any notice given in writing, and actually received by the Party to whom the notice.
  1. General
    • Severability: All the provisions of this agreement shall be severable and no provision shall be affected by the invalidity of any other provision of this agreement.
    • Agency: The Parties shall act as independent contractors for all purposes under the Agreements. Nothing contained herein shall be deemed to constitute either Party as an agent, representative, employee or partner of the other Party for any purpose. Save as expressly stated herein to the contrary, neither Party shall be responsible for the acts nor omissions of the other Party, and neither Party shall have authority to bind, incur, speak for, represent or obligate the other Party in any way whatsoever.
    • Assignment. Neither Party may cede, assign, abandon or transfer its rights and/or obligations contained herein to any third party without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
    • Governing Law and Jurisdiction. This Agreement shall be governed in accordance with the laws of South Africa. The Parties agree that any dispute arising under or in connection with this Agreement shall be subject to the jurisdiction of the South African courts.
    • Entire Agreement: This Agreement constitutes the entire agreement between the Parties who acknowledge that there are no other oral or written understandings or agreements between them relating to the subject matter of this Agreement. No amendment, consensual cancellation or other modification of this Agreement (including this clause) shall be valid or binding on a Party hereto unless reduced to writing and executed by both Parties.
    • Waiver: No waiver by a Party of any breach, failure or default in performance by the other party, and no failure, refusal or neglect by a Party to exercise any right hereunder or to insist upon strict compliance with or performance of the other Party obligations under this agreement, shall constitute a waiver of the provisions of this agreement and a Party may at any time require strict compliance with the provisions of this agreement.
    • Warranty disclaimer: The Parties acknowledge that they have entered into this Agreement after making independent investigations and that neither Party has made any representations or given any warranties other than as may be set out in this Agreement.
    • Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party last signing one of the counterparts
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