Agreement for the Use of the Candex.com Website
Candex operates a service (“Service”) through the Website that helps users of registered companies find prospective employees ("Candidates") through the use of registered recruitment suppliers ("Suppliers"), who are subcontractors to Candex. To Employer, Candex offers a consolidated recruiting and placement service providing a payment mechanism, information about Suppliers all over the world, advanced reporting capabilities and various ancillary services for managing and interacting with Suppliers. To Suppliers, Candex offers outsourced sales services, assistance in understanding the requirements of the positions that need to be filled, and invoicing and collection of placement fees. To provide its Services, Candex employs various technologies including those made available on its Website. Candex may in its sole discretion change, modify, suspend, make improvements to or discontinue any aspect, features or capabilities of the Website, temporarily or permanently, at any time. By signing this agreement you hereby agree to engage Candex, on a non-exclusive basis, as Employers recruiting and placement service.
Payment and Fees
When posting a job on the Website, each user added by Employer will be prompted to input a fee (“Fee”) to be paid to Candex in consideration for the successful introduction of Candidates by the Suppliers. At any time during your use of the Website, an authorized user, as determined by You, can view and amend the terms of the recruitment contract with which Suppliers agree to conduct business with You (“Contract Terms”). Your Candex representative is available to assist in designing the most suitable Contract Terms tailored for your business. The Contract Terms can be varied by geography or by Supplier and they can be administered within the corporate settings section of the Website.
- Employer shall pay the Fees as detailed in this section and based on the relevant contract terms as posted by Employer and which are customizable on the Website by an authorized user of Employer.
- The Fees shall be paid solely to Candex by the Employer in consideration for receipt of Candex's recruiting and placement services. Employer shall not pay or have any obligation to pay any fees or remuneration to the Suppliers directly. Candex shall pay the relevant Supplier an amount equal to the Fee received from the Employer with the deduction of Candex’s agreed commission.
- Employer must report the Candidate’s start date and the base annual salary associated with the relevant posted job on the Website as soon as reasonably possible after the date upon which Employer hired the Candidate.
- Candex will email Employer an invoice for each Fee on the Candidate start date. Employer shall be solely liable for any taxes (including value added taxes and withholding taxes) imposed or levied by any applicable jurisdiction with regard to provision of services and use of the Website or the payment of the Fee by Employer to Candex.
- Employer acknowledges that Suppliers are the intended third party beneficiary of Employers obligation to pay Candex and Candex warrants that all Fees which it receives from the Employer will be passed to the Supplier save for any deduction or commission which is agreed between Candex and the Supplier and outlined below. For avoidance of doubt, Suppliers are independent subcontractors of Candex and Employer has no obligation to pay any fees or remuneration directly to the Suppliers.
- In the event of any dispute between Employer and Supplier concerning a Candidate’s termination, Employer records demonstrating termination shall be conclusive evidence that such termination occurred.
- To comply with global privacy standards, Candex ensures that Suppliers represent that they have communicated with the Candidates and obtained the express permission from the Candidates to be considered for each role before transmitting them through the Website.
- For the avoidance of doubt you acknowledge and agree that Candex shall not be deemed a trustee, employer or agent of any Candidates.
Fees to Existing and Referred Suppliers
“Existing Supplier” means any Supplier who has an existing contractual relationship with Employer to provide recruitment services as of the date of this agreement. “Referred Supplier” means any Supplier who uses the referral code of an Employer, supplied by Us, to register with the Website.
- Any Existing or Referred Suppliers shall be entitled to receive a subcontractor fee from Candex in an amount equal to 97% of the Fee paid by the Employer with respect the applicable job, unless Candex and Employer agree in writing otherwise.
- For Existing and Referred Suppliers, an authorized user of Employer may vary all aspects of the Contract Terms under the corporate settings of Employer.
- Referred Suppliers become Marketplace Suppliers one year after the date of activation of their account on Candex unless they can demonstrate a previous relationship with Employer.
Fees to Marketplace Suppliers
"Marketplace Suppliers" are Suppliers who are not an Existing Supplier or a Referred Supplier of Employer. For Marketplace Suppliers, Employer can vary all Contract Terms except the terms of Guarantee or the days payable to Supplier from Candidate start date, both of which as fixed to the language below.
- Marketplace Suppliers shall be entitled to receive a subcontractor fee from Candex in an amount equal to 75% of the Fee paid by Employer with respect to the applicable job. If a Marketplace Supplier successfully makes 3 or more job placements during the previous 12 months, they shall be entitled to receive a subcontractor fee from Candex in an amount equal to 85% of the Fee paid by the Employer which shall apply as of the third successful placement.
- Employer undertakes to pay the Fee for jobs filled by Marketplace Suppliers within 30 days of the start date of a Candidate.
- If a Candidate Employer hires is from a Marketplace Supplier and does not remain employed by Employer for an initial period, Employer may request that the Fee Employer paid for the Candidate be refunded to Employer in full by Candex (“Guarantee”). For jobs that offer a commission percentage greater than or equal to twenty percent (20%), the Guarantee shall be the first ninety (90) days after the relevant Candidate start date; and for jobs that offer a commission percentage less than or equal to nineteen percent (19%) or for fixed fees, the Guarantee shall be the first sixty (60) days after the relevant Candidate start date. Candex has no obligation to refund a Fee to Employer if the Candidate leaves Employer’s employ due to redundancy.
Restrictions on Use of the Website
You are entirely responsible for the content You post (including, but not limited to, job postings and company descriptions) to the Website. When You post content to the Website, You thereby represent and warrant that your access to and use of the Website will be in accordance with this Agreement and with any applicable laws or regulations; You agree not to do any of the following: (i) attempt to reverse engineer, decompile or disassemble any of the software embodied in the Website; (ii) use the Website to contact others in an attempt to circumvent Us; and (iii) solicit or store Candidate resumes in order to promote such Candidate to potential employers outside of the Website.
Postings and Rights
By submitting, posting or displaying a job to the Website, you grant Us an irrevocable, worldwide, non-exclusive, free, royalty-free license to reproduce, adapt, distribute and publish such User Content for the purpose of operating the Website. The Website, including without limitation, all copyrights and patents relating thereto and trademarks used thereon, is the sole and exclusive property of Candex.
Copyright Safe Harbor Provision
Risks Using the Website
You agree and acknowledge that: (i) Candex acts as a venue for employers to post job opportunities and Suppliers to submit Candidates, and Candex cannot, does not and is not expected to screen or censor the listings offered; (ii) Candex has no control over the quality, safety or legality of the resumes posted, the truth or accuracy of the listings, the ability of Suppliers to fill job openings and Candex makes no representations about any resumes or content on the Website; (iii) Candex may monitor interactions between you and other users of the Website in an effort to improve the quality of our services or handle any issues that may arise; (iv) There are risks associated with your use of the Website, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses; and (v) Because user authentication on the Internet is difficult, Candex cannot and does not confirm that each Supplier and Candidate is who they claim to be. Though Candex is directly involved in the interaction between Employer and Suppliers, Candex is not an employer or agent with respect to your use of the Website and Candex shall not be responsible for any employment decisions made by Employer. Candex cannot guarantee and does not promise any specific results from use of Website. No advice or information, whether oral or written, obtained by you from Candex or the Website shall create any warranty not expressly stated herein.
Privacy and Protection of Personal Information
Disclaimer of Warranties and Limitation of Liability
You agree that your access to and use of, or inability to access or use, the Website is at your sole risk. Candex makes no representation or warranty that your access to or use of the website will be uninterrupted or error-free. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CANDEX SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT), REGARDLESS OF WHETHER CANDEX HAS BEEN ADVISED, HAD OTHER REASON TO KNOW, OR KNEW THE POSSIBILITY THEREOF. MOREOVER IN NO EVENT WILL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $50 PER INCIDENT AND NO MORE THAN $200 IN THE TOTAL AGGREGATE FOR ALL INCIDENTS. THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.
You shall defend, indemnify and hold harmless Candex and its shareholders, directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, and licensors (collectively, “Candex Indemnified Parties”) from and against any and all alleged or actual damages, costs, liabilities, and fees (including without limitation reasonable attorney’s fees) that arise from or relate to any and all alleged or actual claims, actions, demands, causes of action and other proceedings (“Claims”) (i) brought by a Candidate, provided that such Claim arises from or relates to your actions or omissions; or (ii) arising out of or relating to: (A) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (B) your access to or use of the Website. The Candex Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim for which you are required to defend, indemnify or hold harmless the Candex Indemnified Parties (“Indemnified Claim”), provided that your obligation to pay Candex’ attorney’s fees shall only extend to Candex’ reasonable attorney’s fees. You may not settle any Indemnified Claim without the prior written consent of the concerned Candex Indemnified Parties.
Candex shall defend, indemnify and hold harmless you and your shareholders, directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, and licensors (collectively, “Employer Indemnified Parties”) from and against any and all Claims arising out of or relating to any allegation that the Website, or Employer’s use thereof in accordance with this Agreement, violates the copyright, trademark, or patent rights of any third party. The Employer Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by Candex of any Claim for which Candex is required to defend, indemnify or hold harmless Employer Indemnified Parties, provided that our obligation to pay your attorney’s fees shall only extend to reasonable attorney’s fees. Candex may not settle any indemnified Claim without the prior written consent of the concerned Employer Indemnified Parties.
Confidential and Proprietary Information
Employer may disclose information which is confidential or proprietary in nature (“Confidential Information”) including without limitation Confidential Information about Employer's products and services. Candex agrees that it will keep the Confidential Information in confidence and it will use reasonable measures to ensure that Suppliers agree to keep the Confidential Information in the confidence. Confidential Information will only be used in connection with the performance of services to Employer. The term “Confidential Information” shall not include any job postings, information related thereto or other postings designed for viewing on the Website or any information which is or becomes generally available to the public without breach of this Agreement. The parties recognize that the disclosure or use of Confidential Information by Candex or the Suppliers in violation of the provisions of this section may cause irreparable injury to Employer; therefore, in the event Candex or Supplier breaches or threatens to breach the provisions of this section, Employer shall be entitled to seek preliminary and permanent injunctive relief.
This Agreement shall be in full force and affect starting on the Effective Date and for a term of 12 months thereafter. This Agreement shall automatically renew for additional consecutive terms of 12 months each. Employers may terminate this agreement at any time, for any reason or no reason at all, and with or without cause upon written notice to Candex. Candex may terminate this agreement for any reason or no reason at all, with or without cause, and upon written notice to the other party at least 90 days prior to the end of the term. Candex may terminate this agreement with immediate effect if the other party has committed a material breach of this agreement and such breach has not been remedied within 14 days after receipt of written notice of such material breach.
Sections regarding Payment of Fees, Restrictions on Use of the Website, Privacy and Protection of Personal Information, Disclaimer of Warranties and Limitation of Liability, Indemnity, Governing Law & Jurisdiction and General shall survive the termination of this Agreement for any reason.
Any formal notices required under this agreement shall be made via email to Candex at: email@example.com and shall be considered received subject to confirmation of receipt only.
The Website, including without limitation, all copyrights and patents relating thereto and trademarks used thereon, is the sole and exclusive property of Candex. The parties agree that amendments and/or additional terms may be added to this Agreement subject to the parties' agreement, and any such additional terms shall be attached hereto and incorporated herein as Exhibit A. You may assign your rights under this Agreement only with the express written permission of Candex whose consent will not be unreasonably withheld. You and we acknowledge that each has requested that this Agreement, and all ancillary documents be drawn up in the English language only.
If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
This contract shall be governed by and construed in accordance with New York law. Any cause of action arising out of or related to the website must commence within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred except in the case of fraud or misrepresentation.