Terms of Business (Agreement)
This terms of business (the “Agreement”) sets forth the terms and conditions pursuant to which Wisestep Holdings Ltd, or its group companies or partners(“the Company” or “We”) agrees to provide the Services as described below in the agreement to the Recruiter (“the Client” or “You”).
This Agreement supersedes all prior agreements between the aforementioned parties and represents the sole agreement between the Company and the Client for the Service defined below.
1 DEFINITIONS
1.1 In this Agreement unless the context otherwise requires the following expressions shall have the following meanings:
“the Company” means Wisestep Holdings of Mauritius, Les Cascasdes, Edith Cavell Street, or its group companies and partners in the country of the office of the client contacting the company for its services
“the Client” means the representatives, employees, directors, personnel of company contacting the company for engaging them for services and posting jobs on wisestep.com
“Agreement” means this Agreement including any of its annexures, schedules or appendices;
“Website” means www.WiseStep.com or any affiliated site that is operated by the Company
“Jobs” means employment opportunities uploaded by the client on the website or assigned to the company through other communication means such as phone, email, personal meetings etc
“Assignment Information” means any information relating to the job, the Client, its business and affairs and that of its associated or affiliated companies or to the identity. This information may include but not be limited to:
a) Identity of the “Client “ and the nature of its business
b) Nature of the work required by the Client with respect to the position uploaded by the Company
c) The terms and conditions of the employment
d) The compensation for the position
e) The time period for which the services of the “Applicant” are required by the Client
f) The date of commencement
g) Details of any qualifications, educational, legal or professional requirements, authorisations that may be required to work for the Client
h) Any expenses payable to the Applicant or to the Company by the other party
“Applicant” - means the member of the website WiseStep.com or associate companies or websites who has applied to the position uploaded on the website or any person who meets the qualifications and is solicited by the Company through sources other than the Applicant’s application on the website.
“Applicant information” means the contact information, qualification information, work experience of the Applicant who has applied for the job.
“The Services”: include
a) Finding “Applicants” for temporary or permanent employment with the Client for a placement fee (“Placement Services”)
b) Providing job advertisements for the client (“Advertisement Services”) or
c) any other as may be added to this from time to time.
“Referrers” means users who are members of the website and introduce other members or non members to the job listed on the website or through a meeting, email or any other form of communication.
“Referral Rewards” means rewards paid out to referrers in monetary or non monetary form in case of an Applicant applying through wisestep.com and taking up employment with the client.
“Offer”: means an employment offer made to an Applicant by the client
“Compensation” or “Remuneration” – means the annual Cost to the Company (CTC) and “retirals” payable to a successful Applicant including any “fixed bonus” not linked to performance.
“Sign on bonus” means monies or other forms of non monetary incentives given out to successful Applicants by the company while signing the employment agreement with the Client
“Payment methods” means the different payment methods including but not limited to credit card, bank account transfer, wire transfer and cheques available on the website which can be used to pay fees to the company.
“Fees” means Placement fee, advertisement fee, transaction fee, Referral Fee,or any other fees that the Company may decide to charge for its services.
Placement fees: means the total of Referral Rewards payable to Referrer and Sign on bonus payable to the Successful Applicant by the Client
Advertisement fees: means fees charged for uploading “jobs” or “positions” on the website
Transaction fees means any fees charged for any other transaction
Relevant taxes will be added as per tax law of the country.
“Out of pocket expenses” means any expense incurred by the client in meeting Applicants for a prospective position including but not limited to travel expenses, hotel or lodging expenses, local transport, telephone or others as the case may be.
“Representative” of a party means that party’s directors, officers, partners, employees, contractors, agents and associates.
“Invoice Date”: means the date on which the client makes an offer and the Applicant accepts and joins the Client on the day of starting of the employment.
1.2 Interpretation
(1) In this Agreement, reference to:
(a) one gender includes each gender;
(b) the singular includes the plural and the plural includes the singular;
(c) a person includes a body corporate; and
(d) a party includes the party’s executors, administrators, successors and permitted assigns.
(e) Clauses intended to have continuing effect shall bind the parties following termination of contract
(f) Each portion of the agreement defined by numbering, punctuation, and/or sections is distinct and severable. To give effect to the agreement the court may modify any portion hereof that may otherwise be void; any void portion may be severed and the remaining provisions shall continue in force.
(g) We may, in some circumstances and at our sole discretion, allow third parties to place links upon the Website. The provision of such links on the Website does not provide any endorsement by the Company of such websites or the products or services promoted upon them, nor is the provision of any link upon the Website indicative of any particular business relationship with the party to whose website the link connects
(h) You acknowledge that the WiseStep.com name and logo on the website are the property of the Company and may not be used without the written consent of the directors of the Company
(i) The law of Mauritius governs this contract and Mauritius courts have non exclusive jurisdiction
(2) All monetary amounts are in the currency of the country where the position is based, unless otherwise stated.
(3) If a party consists of more than one person, this Agreement binds them jointly and each of them severally.
(4) Headings are for convenience only and do not form part of this Agreement or affect its interpretation.
(5) “Including” and similar expressions are not words of limitation.
(6) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
(7) A provision of this Agreement must not be construed to the disadvantage of a party merely because:
(a) that party was responsible for the preparation of the Agreement or the inclusion of a provision in the Agreement; or
(b) the provision is an exception or exemption clause for the benefit of that party.
2. OUR SERVICES
2.1 THE CLIENT engages the Company to provide the Services in accordance with the terms of this Agreement and the Company accepts that engagement.
“The Services”: include
a) Finding “Applicants” for temporary or permanent employment for the Client in lieu of payment of Referral rewards to referrers and Sign on bonus to successful Applicants (“placement services”)
b) Providing job advertisements for the client (“Advertisement Services”) or
c) Any other as may be added to this as agreed between the parties from time to time.
2.2 The parties acknowledge that:
(a) The Client may engage other persons to provide services similar to or the same as the Services; and
(b) the Company may be engaged by other persons to provide services similar to or the same as the Services.
2.3 CLIENT’s OBLIGATION
a) The client agrees that the company may further syndicate the job opportunities to other business partners, group companies or websites of group companies for distribution on the internet or any other media that may help attract Applicants for the advertised position
b) The client retains the right to set referral rewards and sign on bonus for each job posted. The client has the right to only increase the referral rewards and sign on bonuses from the level they have been set at the time of posting the jobs. The referral rewards and the sign on bonus can be reset upwards any number of times
c) The Client agrees that in uploading its jobs on the website it complies with all statutes, byelaws, codes of practice and legal requirements to which it is ordinarily subject to in respect of its receipt and processing of CVs and Applicant Information. The Client shall make all reasonable efforts to ensure that client is registered appropriately with the Data Protection authorities in the country where the job is offered and shall comply at all times, and in all respects, with the requirements of the Data Protection Act applicable in the countries where the job is offered
d) The client shall be responsible for, and shall ensure any advertisement or other product provided to the Company to be displayed by the Company on behalf of the Client complies with UK and European Union law and regulations in all respects. The Company accepts no responsibility for checking the content of any advertisement or other product posted on behalf of the Client and any modifications made in accordance these Terms shall be for the purposes of the Client’s internal policies only.
e) Client shall in all respects make all reasonable efforts to ensure that it will not discriminate between Applicants received from the Company and those received directly in such a manner as to be prejudicial against Applicants for whom CVs have been supplied by the Company.
2.4 COMPANY’s OBLIGATION
a) The company agrees to provide the Client with the opportunity to upload jobs to advertise on the website.
b) The company retains the right to review all jobs posted by you and may refuse to publish any job posting at our sole discretion
b) The company retains the right to increase or decrease the referral rewards based on membership criteria but will continue to invoice the client on the Referral Reward set by the client at the time of posting the job
3. APPLICANT VALIDITY
3.1 If an Applicant presented by the Company for any position is already in the Client’s database, the Company will get the credit if
a) The Client has received the application of the Applicant 6 months prior to the date on which the application was received from the Company
b) the Company initiates and restarts discussion between the Applicant and the Client.
c) the Client initiates communication with the Applicant directly without informing the company after receiving the application from the company.
3.2 The Client agrees to pay a full Placement Fee and Referral Rewards and Sign on bonus to the Company if the Client employs an Applicant introduced by the Company for any position within 6 months of an Applicant’s last interview or discussion with the Client.
3.3 The client agrees that it will not, at any time without the prior written consent of the Company, either on its own account or for another person contact, act for or deal with, whether directly or indirectly, any Applicant for any reason other than with regard to that Applicant’s Job Application.
4. FEES
4.1 Fees for the Company’s services are to be paid on the following basis
4.2 Payment Terms:
For Placement fees, Referral rewards and Sign on bonuses, the Client shall play within Fifteen (15) days of receipt of an invoice from the Company.
For Advertisement fees the Client shall pay an upfront fee using different payment methods available on the Website before uploading the jobs on the Website.
Transaction fees are billed and paid within Fifteen (15) days of receipt of an invoice from the Company.
The Client shall pay an interest to the rate of 10% per month for all amount due to the Company from the due date until the payment is made.
4.3 In the event that Services are provided under this Agreement outside the country where the position is based, the Company shall issue a separate invoice reflecting the value of Services provided in other countries
5. Limitation of Liability
5.1 The Company has implemented appropriate technical and organisational measures to secure data, including the use of encryption, that is transferred to our Website, the Client understands that we cannot guarantee the security of our systems and acknowledges that we are not to be held liable for any loss, damage or costs, whether direct or indirect and whether foreseeable or otherwise, arising from the interception of data relating to you by a third party.
5.2 Any payments made by payment methods routed via a third party service company who is responsible for ensuring the security of the data. The Client acknowledges that the company is not liable for any neglect on behalf of the third party service company.
5.3 The Company does not make any representations or warranties about any web site the Client may access through the Website or the Services. Any such web site is independent from the Website, and the Company has no control over, or responsibility with respect to the information provided or activities undertaken by any such web site. A link between the Website and another web site does not mean that the Company endorses that web site. The Client should make its own independent decision regarding to its interactions or communications with any other web site.
5.4 In any event the maximum liability of the Company in contract, tort or otherwise in connection with or arising from the Services shall be limited to an amount which does not exceed the aggregate amount which the Client has paid in the form of charges to the Company in respect of the Services during three month[s] ending on the date liability was incurred or a pro-rata amount of such charges if such period is shorter.
5.5 In light of the overall agreement relating to the Services made between the Company and the Client, the parties have agreed that the exclusions or limited remedies and liabilities set out in these Conditions are part of a reasonable allocation of risks and benefits between the parties taking all relevant factors into consideration including the fees payable by the Client and the availability and costs of insurance with respect to such risks.
6. OTHER LIMITATIONS
6.1 Whilst the Company always endeavors to ensure that the contents of the Website are correct and accurate it accepts no liability for any inaccurate or misleading data on the Website
6.2 The Company’s website makes use of cookies. Cookies make it easier for us to log you onto the website and also enable us to monitor website traffic and personalise the content of the site for you. You understand that you may reject the use of cookies although this may mean that certain features of our site will no longer be available to you.
6.3 At your request we shall delete any data relating to you from our files, save that when we have entered into a transaction with you in respect of which it is conceivable that legal liabilities could arise we reserve the right to archive such data until the expiry of legal liability in respect of matters to which the data relates. Notwithstanding the reservation of this right you confirm that your request for such data to be deleted is your waiver of any legal rights, to such extent as is possible at law, in respect of any matters in relation to which the data you have asked to be deleted may be relevant.
6.4 The Client or its representatives shall not
(a) post any content or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, pornographic or otherwise objectionable.
(b) falsely state, impersonate, or otherwise misrepresent your identity or the identity of the organization you represent, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.
(c) upload, post, email, transmit or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
(d) upload, post, email, transmit or otherwise make available any content or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.
(e) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
(f) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
(g) manipulate identifiers in order to disguise the origin of any communication transmitted through the WiseStep service
(h) disclose any information to any user on the website that allows either you or the users to circumvent the Company’s recruitment process
7 WARRANTIES
7.1 The information and materials contained in the Website or provided as part of the Services, including text, graphics, links or other items, are provided on an "as is" and "as available” basis. The Company does not warrant the accuracy, adequacy or completeness of such information and materials, and the Company expressly disclaims any liability for errors or omissions in such information and materials. No warranty of any kind, implied, expressed or statutory (including but not limited to the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality, fitness for a particular purpose and freedom from computer virus) is given in conjunction with such information and materials.
7.2 The Company makes no warranty that the Services or any service or information comprised therein will be uninterrupted, timely, secure, or error free; nor does the Company make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy or reliability of any information obtained through the Services or that defects in any software utilized or provided in conjunction with the Services will be corrected.
7.3 The web pages of the Website may contain typographical errors or inaccuracies and may not be complete or current. The Service Provider therefore reserves the right to correct any errors, inaccuracies or omissions (including after an order has been submitted) and to change or update information at any time without prior notice.
7.4 While The Company will make all reasonable efforts possible to approve all applications to the job advertisements, the Company makes no warranty with regard to or endorsement of any person who may respond to a job posting by the Client on the Service Website or any information which a prospective employee may make available via the Website (including without limit any curriculum vitae, personnel profile, work experience, or work history). The Client should undertake its own assessment and due diligence of any such person and information.
7.5 No advice or information, whether oral or written, obtained by any Client from or through the Services shall create any warranty not expressly stated in these Conditions.
8 INDEMNITY
8.1 The Client agrees to indemnify and hold the Company, its affiliates, members, directors, officers and employees, harmless from any claim, demand or cost (including solicitors’ fees on a full indemnity basis) which the Company may suffer or incur due to or arising out of or in connection with:
(a) the Client's use of the Services;
(b) the Client’s breach of any of the provisions of these Conditions or any agreement made between the Client and the Service Provider;
(c) any infringement by the Client of any intellectual property, including copyrights, rights of confidence, moral rights, privacy rights or other rights, of any person or entity;
(d) any action taken or omitted to be taken in good faith by the Service Provider pursuant to any instructions, notice or request by the Client or pursuant to these Conditions;
(e) the enforcement of any agreement between the Company and the Client of which these
Conditions are part of, and/or the recovery of any sums owed by the Client in respect of the Services;
1. Claims of third parties (including the parties with whom the Client contracts or attempts to contract via the Services) which may be brought or asserted in respect of any Services; or
2. the infringement or violation of any third party's rights arising from or in connection with the
Company performing the Services, including, without limitation, patents, copyrights, trademarks or any other intellectual property rights (including trade secrets, confidential information, moral and privacy rights).
This indemnity shall survive any termination of any agreement made between the Client and the Company.
9. SUCCESSORS AND ASSIGNS
In the event of change of control or business transfer all data, agreement and relevant material shall be transferred to the successor or assignee. You may withdraw, or limit the consent at anytime by sending us a notice at support@wiseStep.com
10. TERMINATION
10.1 The Company at its sole discretion which need to be exercised reasonably, terminate the agreement or limit the usage of your account on the website
10.2 Without prejudice to clause 10.1 the company may terminate the Contract, limit, or prevent, your use of the Website in the event that you breach any provision in the Contract. Either party may at any time by notice in writing to the other party terminate this Agreement as from the date of service of such notice in the event that the other party is unable to pay its debts or is declared or becomes bankrupt or enters into compulsory or voluntary liquidation or compounds with or convenes a meeting of its creditors or makes any conveyance or assignment for the benefit of its creditors, or purports to do so, or has a receiver or manager or an administrator appointed over its assets or ceases for any reason to carry on business or takes or suffers any similar action which means that the other party may be unable to pay or to have no reasonable prospect of being able to pay its debts.
10.3 Either party may at any time by notice in writing to the other party terminate this Agreement as from the date of service of such notice if the other party commits a material breach of any provision hereof which is not remediable or, if remediable, is not remedied within twenty-eight (28) days after the non-breaching party has given written notice to the breaching party requiring such breach to be remedied.
10.4 Termination of this Agreement however occurring does not prejudice any claim that either party may have against the other under this Agreement at the time of termination.
11. GENERAL
11.1 The parties are independent contractors and this Agreement does not create or evidence a partnership, agency, joint venture or an employment relationship between the parties. Except as expressly provided in this Agreement, neither party has any authority or power to bind the other party to a contract or commitment or create any liability against the other party in relation to matters referred to in this Agreement.
11.2 A party may not assign or otherwise deal with the whole or any part of this Agreement except with the prior written consent of the other party, except in the event of a Change of Control.
11.3 Without prejudice to the content of any representations that we may seek to make to any competent court or tribunal, in respect of our legal status, the applicability of legislation to our services, or otherwise, to the extent that the Act applies to us, but not further or otherwise, we are an agency (agency is defined in The Employment Agencies Act 1973,UK). You agree that you are an agency.
11.4 If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the parties and shall be enforceable as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.
11.5 The failure by either party to insist upon strict performance of any of the provisions contained in this Agreement in no way constitute a waiver of its rights as set forth in this Agreement or a waiver of any other provisions or subsequent default by the other party in the performance of or compliance with any of the terms and conditions set forth in this Agreement.
11.6 This Agreement shall in all respects be governed by Mauritius law and the parties agree to the exclusive jurisdiction of Mauritius courts in any legal proceedings and as regards any claim or matter relating to this agreement
11.7 The following clauses shall survive termination or expiration of this Agreement
11.8 This Agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all agreements made by either party.
11.9 Nothing in the Contract shall be taken to exclude or limit our liability in respect of personal injury, death, fraud or any other liability that can not be limited or excluded by law.
Last Updated January 4, 2010