Agreement: Any agreement
contracted between TalentAds and the Client, of which these Terms of
Use constitute an inseparable part.
Campaign: An online job
advertising campaign by which the Agreement is executed.
Client: Any person or legal
entity with whom TalentAds has entered into an Agreement. This also
refers to those who enter into or are in negotiations with TalentAds
in this respect, as well as their representative(s), proxy (proxies),
beneficiary (beneficiaries) and heirs.
Data Processing Agreement: The
agreement which governs the processing of personal data through the
Service by TalentAds as a data processor, which forms an integral
part of each Agreement. The Data Processing Agreement is attached to
the General Terms and Conditions as Appendix I .
General Terms and Conditions:
the stipulations of this document.
Intellectual Property Rights:
All intellectual property rights and related rights, including but
not limited to copyrights, database rights, domain names, trade name
rights, brand rights, model rights, neighboring rights, patent rights
and rights to know-how.
Offer: An online advertising
campaign proposal generated by TalentAds or any other offer or tender
submitted by TalentAds to the Client.
Party (Parties): TalentAds or
the Client or together.
TalentAds: The private company
TalentAds, Inc. (hereinafter referred to as: “TalentAds”),
having its registered office at 2840 139th Ave Se Apt 30 Bellevue, WA 98005, USA.
Service: The online job
advertising technology made available by TalentAds to the Client
and/or all other (online advertising) services provided by
SCOPE AND PRIORITY
are applicable to all Orders, as well as all Offers of TalentAds in
relation to the Services, and form an inseparable part of every
only be binding on TalentAds if and insofar as they have been
expressly accepted by TalentAds in writing.
In case of any conflict between
order of priority shall apply:
I. the Agreement,
Once an account is created by the
Client, an Agreement may be entered into with TalentAds through the
online environment, including the Website. In the online environment,
the Client is required to fill in the necessary data to create a
Campaign. Then, the Agreement is concluded once the Client has paid
for the Campaign created in the online environment of TalentAds.
After the commencement of a Campaign,
the Client can no longer request major changes in respect of the
Campaign except increasing the time duration of the Campaign,
increasing the budget of the Campaign and altering the job
description used to create the Campaign. Nevertheless, the Client
will bear the risk of correct or incorrect performance of any
Agreements and/or any requested changes. The Client acknowledges and
agrees that any changes performed may affect the delivered results.
Agreements may only be cancelled by the
Client with written consent from TalentAds. In such event, the Client
is required to compensate TalentAds for all costs incurred, including
the costs that reasonably arose in connection with the performance of
the Agreement, without prejudice to TalentAds’ right to claim
compensation of lost profits or any other loss related to the
The Client represents that the e-mail
address provided to TalentAds (for example on the moment of
concluding the Agreement) is correct and is authorized and supervised
by the Client. Furthermore, the Client agrees to receive all relevant
information relating to the Agreement to the provided e-mail address.
The e-mail sent by TalentAds shall be deemed to have been received at
the time it reaches the server of the Client. The Client is solely
responsible for the configuration of his (e-mail) server, including
but not limited to spam or authorizations of the e-mail accounts.
TalentAds is entitled to refuse the
Client and/or any Campaigns created by the Client at any given time.
The provision of Services by TalentAds
comprises, amongst others, the performance of the Campaign by the
placement of advertisements on various paid and unpaid media
channels, by means of the software/artificial intelligence developed
by TalentAds. TalentAds shall perform the Agreement to the best of
its ability and with due care and expertise.
In relation to the Services to be
provided, TalentAds will only have an obligation to use reasonable
endeavors and no obligation to achieve results. Statistics mentioned
in the Services provided by TalentAds are indicative only and form no
commitment whatsoever. The Services, Campaigns and any other Offers
are subject to typographical and calculation errors.
The Client grants TalentAds prior
permission to implement any changes in generated Campaigns, either
automatically or manually, on behalf of the Client if this serves the
purpose of the instructions given by the Client (whether or not by
means of TalentAds’ online environment) or the Campaign ’s
intended objectives. In particular, TalentAds is free to adjust the
necessary settings, either automatically or manually, within an
advertising campaign and the method of placement of the
Exceeding agreed upon delivery times,
whatever the cause or reason, will not result TalentAds being in
default and the Client has no entitlement to any compensation, such
as damages caused by delay.
In the performance of the Agreement,
TalentAds will try not to have the materials provided by the Client
displayed on websites or other media channels that contain unlawful,
disgraceful, obscene or pornographic content. If the Client notifies
TalentAds in writing that the materials provided are being displayed
on channels of this type, TalentAds will make reasonable efforts to
ensure removal of the same.
TalentAds will try not to have
materials displayed on behalf of the Client that contain unlawful,
disgraceful, obscene or pornographic content and that such materials
do not violate any third party Intellectual Property Rights.
TalentAds, at its sole discretion, is
entitled to make use of third parties when performing the Agreement.
For the purpose of the performance of
the Agreement, the Client must satisfy, at its own cost, the
technical requirements and specifications indicated by TalentAds,
including, but not limited to, the integration of software codes,
tags and cookies on the Client’s media channels (where applicable).
The Client represents and warrants that
the information and materials supplied to TalentAds contain no
viruses, trojan horses, worms or any other programs that could in any
way damage TalentAds’ computer systems, computer programs and/or
websites. Moreover, the Client represents and warrants that the
information and materials supplied, transmitted or made available
through the Service comply with applicable laws and regulations, are
not slanderous, libelous, racist, or otherwise objectionable, and do
not breach Intellectual Property Rights, privacy rights or any other
rights of third parties.
The Client also represents and warrants
that, when supplying the relevant information and materials, no use
will be made of any equipment and/or software that may disrupt the
proper functioning of the Services, TalentAds’ computer systems,
computer programs and/or websites, and that no data will be
transmitted that disproportionately burden the infrastructure of
TalentAds’ computer systems, computer programs and/or websites as a
result of their size and/or other properties.
The Client indemnifies TalentAds for
all third - party claims, on any grounds whatsoever, in respect of
compensation for any damages in any way arising from and/or relating
to the foregoing representations and warranties.
The Client will furnish TalentAds with
all information and materials necessary for the performance of the
Agreement. The Client undertakes to ensure that the information and
materials are correct, complete and up to date.
The Client acknowledges and agrees that
in the performance of the Agreement, TalentAds may at its own
discretion display the information and materials on the agreed media
channels. In that regard, the Client cannot object when the
information and materials provided are displayed on the relevant
channels along with materials from direct or indirect competitors.
In the event that the data necessary
for the performance of the Agreement are not at TalentAds' disposal,
or not in time or in accordance with the stipulations of these Terms
of Use, TalentAds will, without prejudice to its other rights, in any
event be entitled to suspend the performance of the Agreement and/or
the Service, or to wholly or partially dissolve the Agreement,
without any (written) notice to that end or compensation of damage to
the Client being required.
USE OF SERVICE
For the duration of the Agreement,
TalentAds grants to the Client a limited license to use the
functionalities made available to the Client through the Service. In
using the Services, the Client will observe all applicable and
relevant statutory provisions and regulations, as well as the rules
of conduct that are generally accepted in the industry.
The Service, any parts or specific
functionalities thereof may only be accessible after registration. In
case registration is needed, the Client must secure access to its
account using username and password against third parties. In
particular, the Client must keep the password strictly confidential.
TalentAds may assume that all actions
undertaken from the Client’s account after logging in its username
and password are authorized and supervised by the Client. This means
the Client is solely liable for these actions. In the event of loss,
abuse or involuntary disclosure of this information, the Client will
immediately inform TalentAds accordingly.
AVAILABILITY & MAINTENANCE
The Client accepts that the Service
only contains the functionality and other characteristics made
available to the Client at the moment of delivery ("as is"),
including all visible and invisible errors and defects. TalentAds
does not guarantee that the Service will be free from disruptions or
defects at all times.
TalentAds reserves the right to
temporarily suspend the Services for maintenance, modification or
improvement of the Services and TalentAds’ web servers. TalentAds
will do everything possible for any such suspension to occur outside
office hours and will inform the Client of the planned suspension in
good time. TalentAds will never be held liable for any loss or damage
vis-à-vis the Client due to such suspension of the Services.
TalentAds has the right to modify the
software of the Services from time to time in order to improve
functionality and to correct its errors. If a modification results in
a significant change in functionality, TalentAds will inform the
Client accordingly by means of a newsletter or other electronic
notification before the change takes place. Since the Services are
supplied to more than one Client, it is not possible to make a
specific modification for the Client alone. TalentAds is not obliged
to pay any compensation for damages/losses arising from the
modification of the Services.
If TalentAds considers that there is a
danger to the functioning of the Services and the API, TalentAds will
have the right to implement all measures it considers reasonably
necessary to avert or prevent this danger.
All payments made by clients
will be in US Dollars. The payments are all exclusive of VAT (Value
Added Taxes), unless explicitly stated otherwise.
All payments are subject to programming
and typographical errors. For the consequences of such errors no
liability shall be accepted.
If the Agreement is a continuing
performance Agreement, TalentAds shall be entitled to adjust the
commission rates in its sole discretion. TalentAds shall inform the
Client of any changes in current commission rates at least thirty
(30) days before they become effective. In the event the Client does
not wish to accept the change in commission rates, the Client may
terminate the Agreement up to the date on which the new price takes
Notwithstanding the previous paragraph,
TalentAds is entitled (but not obligated) to adjust the commission
rates annually as it sees fit.
TalentAds shall issue invoices to the
Client once the Client has already paid the amounts via any of the
available online payment methods. No wire transfers or cash payments
are accepted. All payments must be made via the online payment
options offered by TalentAds.
Disputed invoices should be notified in
writing as soon as reasonably possible but no later than thirty (30)
calendar days after the relevant invoice date, identifying clearly
the disputed part of an invoice and the reasons why it is challenged.
Thirty (30) calendar days after the relevant invoice date, invoices
will be deemed as correct and form no basis for complaint.
If an amount paid by the Client cannot
be collected from the bank for any reason, the Client shall be
legally in default, with no notification of default being required.
The Client is obliged to fully compensate both the judicial and
extrajudicial collection costs, including but not limited to all the
litigation expenses and the costs of collection agencies, in addition
to the amount that is owed and the interest due in respect thereof.
Additionally, statutory interest will be due on the outstanding
invoice amount, without any further notification of default being
If an amount due is not paid within the
payment term, TalentAds shall have the right to either terminate or
suspend performance of the Agreement, or any part thereof not yet
performed, without notice of default or judicial intervention being
required. The Client has no entitlement to any compensation, such as
damages caused by delay. All amounts due up to the moment of
suspension become immediately payable.
DURATION AND TERMINATION
The Agreement is entered into for the
contract period as stated in the Agreement or for as long as
necessary to perform the relevant Campaign.
Each Party is authorized to dissolve
the Agreement, with immediate effect and without the intervention of
a court being required, without any obligation to pay compensation,
if the other Party requests suspension of payments, files for
bankruptcy or has been declared bankrupt.
TalentAds is entitled, without notice
of default and without any obligation to pay compensation, to
terminate the Agreement with immediate effect if the Client acts in
breach with any of the obligations under the Agreement.
Immediately after termination of the
Agreement, the Client shall instantly return all materials and other
goods or documentation made available under this Agreement by
TalentAds to the Client.
meant to remain in force after termination, shall remain fully in
force, including but limited to:
b. Force majeure,
c. Intellectual Property Rights, and
The liability of TalentAds for direct
damages, whatever the cause, and in particular due to a culpable
failure on the part of the management staff of TalentAds to comply
with its obligations under the Agreement, or due to an unlawful
act committed by the management staff of TalentAds, or failure to
comply with a guarantee obligation, is limited per damage - causing
incident, whereby a series of connected incidents count as a single
incident, to an amount equal to the paid amount for the Service. If
the event causing damages is associated with a specific Campaign, the
above-mentioned shall only consist of the amount paid for that
specific Campaign. The total sum payable for direct damages, however,
can never exceed USD 1,000 per event or USD 5,000 per calendar
Direct damage is exclusively understood
as the reasonable expenses incurred by the Client to repair or
resolve the management staff of TalentAds’ shortcoming, to make the
performance of TalentAds conform to the Agreement, as well as
reasonable costs incurred in the prevention or limitation of the
damages and the reasonable costs made in determining the cause and
TalentAds is not liable for damages
other than direct damages, including but not limited to indirect
damages resulting from consequential damage, loss of profit, loss of
earnings, loss of savings, damages due to corporate stagnation and
costs incurred to recover wholly or partly lost data.
TalentAds is also not liable for
damages caused by acts or omissions of third-parties engaged in
connection with the performance of the Agreement.
The obligation for TalentAds to pay
compensation will only arise if the Client sends written notice to
TalentAds of this damage within thirty (30) days of the damage
The liability limitations referred to
in this article will however lapse if and insofar as the damage is
the result of intentional misconduct or deliberate recklessness on
the part of TalentAds.
The Client indemnifies TalentAds for
all third-party claims, on any grounds whatsoever, in respect of
compensation for any damages in any way arising from and/ or relating
to the use of the Service and/ or not, not properly or timely
fulfilling its obligations under the Agreement and in particular to
claims of or sanctions imposed by regulatory bodies.
TalentAds is not bound to comply with
any obligation to the Client if compliance is prevented by
circumstances beyond TalentAds’ control. In the event of such force
majeure, which in any case includes failures in the internet or
telecommunications infrastructure, civil unrest, mobilization, war,
traffic jams, strikes, lockouts, import and export restrictions,
business interruptions, stagnation in supply, fire, flood, and breach
of contract by suppliers on which TalentAds is dependent for the
performance of the Agreement, the performance of the Agreement may be
suspended, without any liability to pay damages arising as a result.
If the situation of force majeure
prevents compliance for more than fifteen (15) working days, both
Parties have the right to terminate the Agreement with immediate
effect. Services already performed under the Agreement shall in that
case be charged proportionately, but no other payment shall be due by
one Party to the other.
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights
related to the Service, its look-and-feel, the accompanying software
as well as all information and images occurring within the Service
and the Website are retained exclusively by TalentAds, its licensors
or third parties engaged on TalentAds’ behalf. Nothing in the
Agreement, including but not limited to, those provisions in which a
license is granted in respect of the Services, shall be construed to
stipulate transfer of Intellectual Property Rights.
If TalentAds has granted the Client a
license in respect of the TalentAds software, materials, and/or any
applicable Service, the granted license shall be subject to the
condition precedent of payment by the Client of all the amounts due
under the Agreement. Said license is for the duration of the
Agreement, non-exclusive, non-transferable and limited to the
purposes which may be logically deduced from the Agreement, unless
expressly agreed otherwise in writing.
Data stored or made available by the
Client or processed while using the Service is and remains the
Client’s property. TalentAds receives an unlimited license for use
of this data for providing the Service, any additional and
prospective services and to use this data for statistical purposes.
TalentAds has the right to share these statistical data (anonymous
data) with third parties.
Through its Website and the Services
offered, TalentAds does process private, sensitive and personal data
on behalf of the Client. The Client shall in relation to such
processing, at all times and in all circumstances, be regarded as a
controller within the meaning of all applicable laws and regulations
in the US. TalentAds will only act as a processor and observe due
care in processing and protecting their data.
All personal data processed in
connection with the Service, shall be deemed to have been processed
at the instructions of the Client in accordance with the
Agreement. While processing this data, TalentAds;
a-) clearly specifies its purposes
before processing personal data, by using this Privacy Statement,
b-) limits its collection of personal
data to only the personal data needed for legitimate purposes,
c-) first asks for explicit permission
to process any personal data in cases where permission is required,
d-) takes appropriate security measures
to protect any personal data, and demands the same from parties who
process personal data on its behalf, and
e-) respects the Client’s right to
inspect, correct or delete any personal data held by TalentAds.
TalentAds is the party responsible (the
data controller) for the use of personal data in order to provide
companies access to our platform and enable them to place job
advertisements, and related services. This privacy statement is
only applicable to such services to companies and visitors of the web
More information regarding the
processing of personal data can be found in the privacy statements
With respect to the information
disclosed by and between the Parties while using the Service, the
Parties shall accept the duty to observe strict secrecy when the
information is marked as confidential or when the receiving Party
knows or should reasonably suspect that the information was intended
to be confidential.
TalentAds will not examine data stored
and/or distributed by you while using the Service, unless this is
necessary for proper service provision of the Service or in the event
TalentAds is obliged to do so in pursuance of a statutory duty or
required by court order.
TalentAds reserves the right to change
existing Agreements. Such changes shall also apply to Agreements
already in effect after a period of thirty (30) days after
notification of the change on the web site or by electronic message.
Changes of subsidiary importance can be made at any time.
If the said changes have a significant
negative impact on the use of Services, the Client may serve notice
to terminate the Agreement, provided such notification to that effect
is received by TalentAds before the date when the change takes
effect. The Client has no entitlement to compensation for damages
arising as a result. Use of the Service after the date of effect
shall constitute the Client’s acceptance of the changed or added -
Any disputes arising from and/or in
connection with the Agreement, including but not limited to these
communication via e-mail, given that the identity of the sender and
the integrity of the contents can adequately and easily be
established. However, the electronic communications don’t include
any direct messaging or group chat services such as WhatsApp,
Telegram, Facebook Messenger, iMessage, Slack, Skype, FaceTime,
Google Hangouts, etc.
If any provision in the Agreement
proves to be null and void, or otherwise unenforceable, this shall
not affect the validity of the Agreement as a whole. The Parties
shall use all reasonable endeavors to agree upon any lawful and
reasonable variations to the term or condition which may be necessary
in order to achieve, to the greatest extent permitted by law, the
same commercial effect as would have been achieved by the
provision(s) in question.
The reports and the version of
communications or information received or stored by TalentAds is
deemed to be authentic, unless the Client provides convincing
evidence to the contrary.
The Parties shall notify each other
without delay, in writing, of any changes in their name, billing
address, e-mail address, telephone number and stored credit card
number in the system.
TalentAds is entitled to transfer its
rights and obligations under the Agreement to a third party who
acquires the Service or the relevant business operations from it. The
Client is only entitled to transfer its rights and obligations under
the Agreement to a third party that acquires the service or the
relevant business operations from it with the prior written consent