TERMS AND CONDITIONS

1 Introduction

1.1 Who we are?

We are Talon Operating Ltd (“Talon”), a company registered in England and Wales with company number 09100456 and our registered office at City Gates, 2-4 Southgate, Chichester, West Sussex PO19 8DJ.

1.2 What these terms cover?

These terms and conditions (“Terms”) govern your use of The Rehire Project, a service made available by Talon via rehireproject.com (the “Website”). References to “you” or “your” in these Terms are to anyone granted access to an Organisation Talent Pool (as defined below). This includes Organisations Reps and Individual Users.

1.3 These Terms do not govern how we use your personal data.

For information on how we use your personal data, and your rights in respect of that personal data, please see our privacy policy (the “Privacy Policy”).

1.4 Why you should read them?

Please read these Terms carefully before you accept them in accordance with clause 2. These Terms tell you who we are, how we will provide the Rehire Project to you, the restrictions we place on your use of the Rehire Project, how you and we may change or end the contract between us as detailed in clause 2.1, what to do if there is a problem and other important information.

1.5 How to contact us.

You can contact us by email at [email protected] or by using the “contact” section of the Website.

1.6 How we may contact you.

If we have to contact you, we will do so via the Organisation Talent Pool (defined below), or by email, or phone.

1.7 "Writing" includes emails.

When we use the words "writing" or "written" in these Terms, this includes emails.

1.8 Language.

These Terms are only available in English, and are only concluded in English.

2 Acceptance and duration

2.1 When we deem these Terms accepted?

You agree to these Terms and form a contract with us (the, “Agreement”) by clicking the “Sign Up” button on the Website, by logging into the Organisation Talent Pool, or by otherwise using the Organisation Talent Pool. Therefore, please read them carefully before doing any of these things.

2.2 How long does the Agreement remain in effect?

The Agreement will continue to apply:

• 2.2.1 for so long as you continue to use the Organisation Talent Pool; or
• 2.2.2 until terminated in accordance with these Terms (see clause 9).

3 REGISTRATION

3.1 Organisation Talent Pool Set Up.

A representative within an organisation (each an “Organisation Rep”) wishing to register their organisation (or a team within an organisation) for the Rehire Project may sign up at any time on the Website by entering various details of the organisation, including the organisation name and details of the talent pool(s) they wish to set up. Any number of talent pools may be requested per organisation and more than one representative from each organisation may sign up for the Rehire Project. Once this information has been provided, Talon will create the talent pool(s) in line with the request, (each an “Organisation Talent Pool”). Each Organisation Rep will be provided with a username and password to access the applicable Organisation Talent Pool.

3.2 Individual Talent Pool Set Up.

Once the Organisation Talent Pool(s) have been set up by the Organisation Rep(s), employees, freelancers, contractors or any other type of worker of the applicable business (“Individual Users”) will be sent an invitation by the applicable Organisation Rep, asking them to sign up to enter the applicable Organisation Talent Pool. Individual Users will be asked to provide personal details, as set out in our Privacy Policy from time to time in order to set up an individual account (“Individual Account”). Individual Users will be asked if they consent to their details being held by Talon in the applicable Organisation Talent Pool and an Individual Account will only be set up once such consent has been provided. Individual Users will be provided with a user name and password to access the applicable Organisation Talent Pool.

4 Core features

4.1 Organisation status updates.

Organisation Reps may post statuses from time to time on the Organisation Talent Pool, updating Individual Users about business performance, business requirements or any other matter that may be of reasonable interest to the Individual Users.

4.2 Individual updates.

Individual User’s may update their job status via their Individual Account at any time. This may be to notify the Organisation Rep they no longer wish to be part of the Organisation Talent Pool, for example, if the Individual User is no longer seeking employment. The Individual User may also exit the Organisation Talent Pool at any time by deleting their Individual Account, without updating the Organisation Rep first.

4.3 Continued contact.

Organisation Reps may post details of re-hiring prospects via a direct messaging facility in the Organisation Talent Pool. Organisation Reps may also contact Individual Users via email from time to time to check they are still interested in remaining part of the Organisation Talent Pool.

4.4 Talent Pool restrictions.

Individual Users may receive updates via the Organisation Talent Pool or via direct email or telephone. Individual Users that sign-up to the Organisation Talent Pool will not be visible to other Individual Users within the same Organisation Talent Pool, and all of the Individual User’s details (as specified in the Privacy Policy) will be kept confidential and will only be visible to the relevant Individual User.

5 How quickly will you have access to the Organisation Talent Pool?

In most cases, access to the Organisation Talent Pool will be immediate once an account has been created. However, in some circumstances it may take us longer to grant access, in which case we will begin providing access to the Organisation Talent Pool within a reasonable time.

6 To what standard will the Organisation Talent Pool be maintained?

We will use reasonable skill and care in maintaining the Organisation Talent Pool. However, we cannot guarantee that the Organisation Talent Pool will always be available, be uninterrupted or be error free.

7 Who should I contact if I have an issue?

Please contact us at [email protected].

8 security

8.1 Account sharing.

Each Organisation Rep and Individual User will keep their username and password safe and secure at all times. Sharing of Individual Account details is not permitted under any circumstances.

8.2 Accuracy.

Each Organisation Rep and Individual User represents and warrants that:

• 8.2.1 all information provided is true and accurate; and
• 8.2.2 all information provided will be kept accurate and up-to-date.

8.3 Safe storage.

Talon aims to keep all personal details provided by Organisation Reps and Individual Users secure but cannot guarantee the security of any information supplied and cannot guarantee it will be kept confidential.

9 FEES

9.1 Organisations may be liable to pay a nominal fee for use of the Rehire Project, as set out below:

• 9.1.1 if the number of Individual Users in an Organisation Talent Pool is fewer than 20, no fee will be payable; and
• 9.1.2 if the number of Individual Users in an Organisation Talent Pool reaches 20 or more, a nominal fee of £1 per Individual User per month will be charged to the Organisation Rep, payable by the applicable organisation.

9.2 Fees will be payable on registration by the Organisation Rep and may be varied from time to time.

9.3 All fees are exclusive of VAT.

10 Restrictions on use

10.1 We impose certain restrictions on your use of the Organisation Talent Pool for the protection of other users of the Organisation Talent Pool, and ourselves, which we detail in this clause 10.

10.2 What happens if I do not comply with these restrictions?

Failure to comply with these restrictions may result in us suspending or terminating access to the Organisation Talent Pool (see clauses 11 and 12).

10.3 Harmful acts.

You must not do anything, or cause anything to be done, which may harm us, the Organisation Talent Pool, or any of the Organisation Talent Pool’s other users, including but not limited to:

• 10.3.1 circumventing technical measures or restrictions controlling access to or use of the Organisation Talent Pool, or gaining or attempting to gain any greater level of access to the Organisation Talent Pool, or the systems underlying it, than we have granted to you;
• 10.3.2 damaging, disabling or impairing the Organisation Talent Pool, attacking it, or using it to attack or as a means of attacking any other system, computer or network;
• 10.3.3 carrying out penetration testing against the Organisation Talent Pool without our prior written consent; or
• 10.3.4 otherwise degrading the performance of the Organisation Talent Pool or circumventing the Organisation Talent Pool’s security measures,
• and you must not attempt to do any of those things.

10.4 Infringement of a person’s rights.

You must not upload to the Organisation Talent Pool any content or material:

• 10.4.1 that is unlawful, defamatory, obscene, pornographic, abusive, harassing, or which tends to promote discrimination against any person or class of persons on the basis of a characteristic protected by applicable law; or
• 10.4.2 which infringes or is reasonably likely to infringe the intellectual property rights or other rights of any person, or misappropriates or misuses the trade secrets of any person, or which is likely to result in a breach of any obligation of confidence owed to any person.

10.5 Criminal acts.

You must not use or misuse, nor attempt to use or misuse, the Organisation Talent Pool in any way that is criminal or otherwise unlawful in any relevant jurisdiction, or in any way in connection with criminal or otherwise unlawful acts.

10.6 You cannot transfer this Agreement to someone else, or share it with someone else. Access to the Organisation Talent Pool is restricted to persons that have been allocated access.

11 Suspension

11.1 In what circumstances may we suspend use of the Organisation Talent Pool?

We may suspend use of the Organisation Talent Pool, or your access to the Organisation Talent Pool, where:

• 11.1.1 either the Individual User or the Organisation Rep fails to comply with any of the restrictions set out in clause 10 (in which case we may, at our discretion, suspend your access permanently, for a specific time period or until certain steps are taken to rectify the situation);
• 11.1.2 we need to perform maintenance on the Organisation Talent Pool, for instance to alter it or fix it;
• 11.1.3 due to events outside our control, although we will take steps to minimise the effect of such events; or
• 11.1.4 the Organisation Rep (if payment is applicable in accordance with clause 9) has failed to pay sums due under our agreement with them or otherwise breaches our agreement with them.

11.2 How will we suspend use of the Organisation Talent Pool?

Where reasonably possible, we will give you advance notice of any period during which the Organisation Talent Pool will be suspended, or if we are suspending your access due to breach of clause 10. We will not provide any advance notice where either immediate suspension is necessary to protect us, the Organisation Talent Pool and/or other Organisation Talent Pool users, or where maintenance is unplanned and necessary to resolve an issue that has significant impact on us and/or Individual Users.

12 Termination

12.1 In what circumstances can we terminate?

We may terminate an Individual Account or an Organisation Account, and therefore the applicable access to the Organisation Talent Pool without prior notice where:

• 12.1.1 an Individual User or an Organisation Rep (as applicable) fails to comply with any of the restrictions set out in clause 10;
• 12.1.2 an Individual User or an Organisation Rep (as applicable) materially breaches these Terms, and that breach is not possible to remedy; and
• 12.1.3 an Individual User or an Organisation Rep (as applicable) materially breaches these Terms, the breach is remediable, and the Organisation Rep or Individual User (as applicable) fails to remedy the breach within 14 days of us notifying the Organisation Rep or Individual User that they are in breach.

12.2 Talon may terminate an Organisation Account by providing 14 days written notice in the event that Talon plans to withdraw the Rehire Project from the Website. All Individual Accounts will automatically terminate on termination of an Organisation Account.

12.3 In what circumstances can you terminate?

 An Organisation Rep may disable an Organisation Talent Pool at any time by emailing such request to [email protected] or by logging in to the Organisation Talent Pool and deleting the Organisation Account. Individual Users may delete their Individual Account at any time by deleting their Individual Account. We will use reasonable endeavours to close both Individual Accounts and Organisation Accounts as soon as reasonably practicable.

13 Our Responsibility for Loss or Damage Suffered by you

13.1 We are responsible to you for foreseeable loss and damage caused by us.

If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Agreement or for our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time our Agreement was made, both we and you knew it might happen.

13.2 Limit on our liability.

Except as set out in clause 13.3 below, the total amount of our liability is capped at £100 (one hundred pounds sterling) per Individual User.

13.3 We do not exclude or limit in any way our liability to you where it would be unlawful to do so.

This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, for fraud or fraudulent misrepresentation or for breach of your legal rights under consumer legislation.

14 Other Important Terms

14.1 We may vary these Terms at any time.

We may vary these Terms, and therefore this Agreement, at any time without your consent, provided that any such amendments only take effect as between us and you 30 days after we notify you that these Terms have been updated providing either a copy of the updated Terms, or a hyperlink to the updated Terms. Where such amendments are not acceptable to you, you have a right to terminate this Agreement immediately under clause 12.3.

14.2 We may transfer this Agreement to someone else.

We may transfer our rights and obligations under this Agreement to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may end this Agreement at any time as described in clause 12.3.

14.3 If a court finds part of this contract illegal, the rest will continue in force.

Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

14.4 Even if we delay enforcing this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or stop doing something you are not permitted to do under these Terms, or if we delay in taking steps against you in respect of your breaking this Agreement, that does not mean that you do not have to do those things, and it will not prevent us from taking steps against you, at a later date.

14.5 Which laws apply to this Agreement and where you may bring legal proceedings?

Our Agreement is governed by English & Welsh law and you can bring legal proceedings in respect of it in the English & Welsh courts. If you live in Scotland you can bring legal proceedings in respect of it in either the Scottish or the English & Welsh courts. If you live in Northern Ireland you can bring legal proceedings in respect of it in either the Northern Irish or the English & Welsh courts.