Terms and Conditions for Suppliers

Definitions and Interpretation
1. In these terms and conditions (Conditions), the following words have the following meanings.
  1. Advertised Product: Any product the external supplier advertises on the Talent Grader website.
  2. Applicable Law: any laws or regulations, regulatory policies, guidelines or industry codes which apply to the Contract or its subject matter which are in force from time to time.
  3. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  4. Commencement Date: has the meaning set out in clause 2.4 below.
  5. Contract: a contract for the supply of Services by Talent Grader to the Supplier under these Conditions as set out in the Order Confirmation.
  6. Initial Subscription Term: the period of 12 months commencing on the Commencement Date.
  7. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
  8. Order: an order for the supply of Services placed in accordance with clause 2.2.
  9. Order Confirmation: has the meaning set out in clause 2.4.
  10. Other Product: has the meaning set out in clause 5.7.4.
  11. Renewal Period: has the meaning set out in clause 7.1.
  12. Services: the listing, advertising and (where applicable) transaction management services included in the Subscription Package purchased by the Supplier (as set out in the Order Confirmation).
  13. Subscription Fees: the fees payable by the Supplier to Talent Grader for the Services, as set out in the Order Confirmation.
  14. Subscription Package: the level of subscription for the Services that has been purchased by the Supplier, as set out in the Order Confirmation.
  15. Subscription Term: the term of the Contract, as set out in clause 7.1.
  16. Supplier: the party purchasing the Services from Talent Grader.
  17. Supplier Materials: all information, text, images, videos, presentations, content and other materials promoting the Supplier’s business that are uploaded by the Supplier to the Website during the course of its use of the Services.
  18. Supplier Portal: the restricted section of the Website which may be accessed by the Supplier in order to upload Supplier Materials to the Website during the course of its use of the Services.
  19. Talent Grader: Talent Grader Ltd, a company registered in England with number 11837558, whose registered office is at Offices @ Three Corners, Merton Road, Ambrosden, Oxfordshire OX25 2LU.
  20. Website: the website located at https://www.talentgrader.com/ or such other website from which Talent Grader operates its business from time to time (including the Supplier Portal).
  21. Website Terms of Use: the terms and conditions of use of the Website (as amended from time to time) a copy of which can be viewed at https://www.talentgrader.com/
  22. Year: a period of twelve months commencing on the Commencement Date and each anniversary thereof.
2. Clause headings are inserted for convenience and will not affect the interpretation of the Contract. References to clauses are to the clauses of these Conditions. Words in the singular will include the plural and vice versa. References to a person include an individual, company, firm or partnership and any other legal entity, and that person’s successors and permitted assignees.
3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes any subordinate legislation made under it.
4. Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
5. A reference to writing or written includes email but not fax.
6. These Conditions and the terms set out in the Order Confirmation apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Supplier should print or save a copy of these Conditions and the Order Confirmation for future reference.
Account registration and Order process
1. Before the Supplier places an order for a Subscription Package, it must register for an account with the Website by completing and submitting the account registration form on the Website and clicking on the verification link in the email that Talent Grader will send to the Supplier.
2. Orders must be placed by emailing renu@talentgradercom Each Order is an offer by the Supplier to buy the Services specified in the Order subject to these Conditions.
3. The Supplier shall be responsible for ensuring it has selected the correct Subscription Package, and for ensuring that the details set out in the Order are complete and accurate.
4. After the Supplier has placed an Order, the Supplier will receive an email from Talent Grader confirming that the Order has been received, but this does not mean that the Order has been accepted. Acceptance of an Order shall take place when Talent Grader sends an email to the Supplier notifying the Supplier that the Order has been accepted (Order Confirmation), at which point and on which date (Commencement Date) the Contract between Talent Grader and the Supplier will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation. If Talent Grader is unable to accept an Order, it will inform the Supplier by email, will not process the Order and will refund any Subscription Fees that have been paid in respect of the Order.
5. The Services are made available to business customers only.
6. The Contract is made in the English language only.
Supply of Services
1. In consideration for payment of the Subscription Fees, Talent Grader shall provide the Services to the Supplier during the Subscription Term, subject to these Conditions.
2. The Supplier will be granted access to the Supplier Portal following receipt of the Order Confirmation.
3. Talent Grader shall provide the Services with reasonable care and skill.
4. Talent Grader does not warrant that the availability or use of the Website will be uninterrupted or error-free or that any particular results (including as regards the number of leads and/or the number of clicks or levels of traffic to the Website and/or or any website of the Supplier) will be achieved through the provision or use of the Services.
5. If Talent Grader’s performance of any of its obligations under the Contract is prevented or delayed by any act, omission or default of the Supplier or any of its representatives, Talent Grader shall have the right to suspend performance of its obligations under the Contract (including the performance of the Services) and Talent Grader shall not be liable for any costs or losses arising from such suspension or otherwise from such act, omission or default of the Supplier and/or its representatives.
6. The Contract shall not prevent Talent Grader from entering into the same or similar agreements with third parties.
Supplier obligations
1. The Supplier shall:
  1. co-operate with Talent Grader in all matters relating to the Services and provide Talent Grader with access to such information and materials (including the Supplier Materials) as Talent Grader may reasonably require to perform the Services and monitor the performance of the Contract;
  2. install appropriate tracking technology to enable it to comply with its reporting obligations in clause 5.8 and be responsible for the costs of installation of any tracking codes;
  3. comply with all Applicable Law with respect to its activities under the Contract;
  4. obtain and shall maintain all necessary licences, consents and permissions necessary for it to perform its obligations under the Contract and use the Services, including without limitation all licences, consents and permissions necessary for the Supplier to upload the Supplier Materials to the Website;
  5. ensure that the Supplier Materials are free from viruses and other malicious code and it shall not introduce any viruses or malicious code onto Talent Grader’s systems or the Website;
  6. ensure that all login details for the Website and any other information used as part of the security procedures for the Website are treated as confidential and shall not disclose such information to any person except its authorised personnel;
  7. use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Website and in the event of any such unauthorised access or use shall promptly notify Talent Grader and shall give Talent Grader all assistance that it reasonable required to prevent such unauthorised access or use;
  8. ensure that it has all necessary internet and network connections, computer equipment and a suitable web browser required in order to access and use the Services and the Website and complies with all other technical requirements notified to it by Talent Grader from time to time;
  9. be solely responsible for all network connections and telecommunications links from its systems and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Supplier's network connections or telecommunications links or caused by the internet;
  10. ensure that the Supplier Materials are correct, complete and up-to-date and shall have sole responsibility for the legality, reliability, integrity, accuracy, completeness and quality of the Supplier Materials. and
  11. to the extent that they are not inconsistent with these Conditions, comply with the Website Terms of Use.
2. The Supplier shall not attempt to access, or assist any third party in accessing, all or any part of the Website or any Services:
  1. which the Supplier is not entitled to access under its Subscription Package; or
  2. for the purposes of developing a product or service which competes with the Website and/or the Services.
3. The Supplier shall not upload any Supplier Materials or any other content to the Website during the course of its use of the Services that:
  1. breaches the Website Terms of Use; or
  2. brings Talent Grader into disrepute.
4. Talent Grader reserves the right, without liability or prejudice to its other rights, to remove from the Website and/or disable the Supplier's access to any Supplier Materials or other content that Talent Grader reasonably considers to breach the provisions of this clause 4.3 or any other provision of these Conditions.
5. The Supplier shall indemnify Talent Grader against all claims, liabilities, losses, costs, proceedings, damages, expenses, fines and penalties suffered or incurred by Talent Grader (or any of its partners, employees, officers, consultants, sub-contractors or other personnel) arising out of or in connection with any breach of clause 4.3.
6. Any breach of this clause 4 shall constitute a material breach for the purposes of clause 7.2.1.
Subscription Fees
1. The Supplier shall pay the Subscription Fees if applicable in accordance with this clause 5.
2. Where Subscription Fee applies it is payable in pounds sterling monthly or annually (as the case may be) by electronic transfer to Talent Grader’s bank account (as set out in Talent Grader’s invoice) within 14 days of the date of Talent Grader’s invoice. The Subscription Fees for the Initial Subscription Term shall be the prices for the Services set out on the Website at the time the Order is submitted by the Supplier and as confirmed in the Order Confirmation.
3. Talent Grader may increase the Subscription Fees at the start of each Renewal Period upon at least 30 days’ notice to the Supplier (which notice may be sent by email).
4. If the Supplier wishes to upgrade its Subscription Package after the Commencement Date and Talent Grader agrees to such upgrade, the Commencement Date or the first date of the then current Renewal Period, as applicable will be reset to the date on which Talent Grader confirms its acceptance of such upgrade.
5. The Subscription Fees are non-cancellable and non-refundable (except as expressly provided otherwise in these Conditions).
6. VAT may be payable by the Supplier in respect of the Subscription Fees. If the Supplier does not pay VAT on the Subscription Fees where such VAT is payable, the Supplier shall immediately pay to Talent Grader upon request any amount due in respect of such VAT.
Intellectual Property Rights
1. During the Subscription Term, subject to the Supplier paying the Subscription Fees and complying with the other terms and conditions of the Contract, Talent Grader grants to the Supplier the non-exclusive, non-transferable right and licence, without the right to grant sublicences, to access the Website via the Supplier Portal in order to upload Supplier Materials to the Website for the purpose of promoting the Supplier’s business to users of the Website.
2. The Supplier acknowledges and agrees that the Website (excluding the Supplier Materials) and all the Intellectual Property Rights therein are and shall remain the exclusive property of Talent Grader and its licensors. Except as expressly stated herein, the Contract does not grant the Supplier any rights to or in any such Intellectual Property Rights, or any other rights whatsoever in respect of the Website.
3. All right, title and interest in and to the Supplier Materials (including all Intellectual Property Rights subsisting therein) shall be owned by the Supplier and its licensors.
4. The Supplier hereby grants to Talent Grader, during the Subscription Term, a non-exclusive, worldwide licence to use the Supplier Materials on the Website for the purpose of providing the Services.
5. The Supplier warrants that:
  1. Talent Grader’s use of the Supplier Materials pursuant to clause 6.4 will not infringe the rights (including the Intellectual Property Rights) of any third party; and
  2. where any part of the Supplier Materials are not its original work, the Supplier has all necessary licences, consents or permissions to use any such third party content or materials and to licence the same to Talent Grader for use in connection with the Contract.
6. The Supplier shall indemnify Talent Grader against all claims, liabilities, losses, costs, proceedings, damages, expenses, fines and penalties suffered or incurred by Talent Grader (or any of its partners, employees, officers, consultants, sub-contractors or other personnel) as a result of or in connection with any allegation or claim brought against Talent Grader for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt, use or distribution of the Supplier Materials pursuant to clause 6.4.
Term and termination
1. The Contract shall commence on the Commencement Date and shall, unless terminated earlier in accordance with its terms, continue for the Initial Subscription Term. Thereafter the Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
  1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
  2. otherwise terminated in accordance with its terms.
2. Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
3. Talent Grader may terminate the Contract immediately upon written notice to the Supplier and without liability at any time if:
  1. the Supplier commits any repeated breach or non-observance of the Contract or refuses or neglects to comply with any reasonable and lawful directions of Talent Grader;
  2. the Supplier acts or omits to act in any manner which brings or may (in Talent Grader’s sole opinion) bring Talent Grader into disrepute; or
  3. Talent Grader is required to do so by or under Applicable Law.
Consequences of termination
1. On termination of the Contract for any reason:
  1. the licence and rights granted to the Supplier under the Contract shall immediately terminate;
  2. Talent Grader shall with immediate effect cease the provision of the Services and terminate the Supplier’s access to and use of the Website;
  3. Talent Grader may, without liability or notice, remove from the Website and destroy or otherwise dispose of any of the Supplier Materials on its possession and may (in its discretion) agree to provide to the Supplier a copy of the Supplier Materials, but Talent Grader reserves the right to charge the Supplier a reasonable fee for providing any such copy or related assistance;
  4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced; and
  5. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this shall remain in full force and effect.
Liability
1. Nothing in the Contract excludes the liability of either party for: (a) death or personal injury caused by its negligence; (b) for fraud or fraudulent misrepresentation or (c) for any other liability that cannot be limited or excluded under Applicable Law. All exclusions and limitations of liability set out in this agreement shall be subject to this clause 9.1.
2. The Supplier shall procure that all of its personnel who access the Website on its behalf comply with the terms of the Contract and any other terms of use applicable to use of the Website and shall be liable for any breach of the same by any of its personnel.
3. Talent Grader is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Supplier acknowledges that the Website and the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4. Talent Grader shall have no liability for impaired performance or non-performance of the Website arising from a failure to comply with any specifications or technical requirements relating to use of the Website notified by Talent Grader from time to time.
5. Talent Grader shall have no liability for any damage caused by errors or omissions in any information or instructions provided by or on behalf of the Supplier in connection with the Services (including errors or omissions in the Supplier Materials), or any actions taken by Talent Grader at the Supplier's direction.
6. Talent Grader shall have no liability in respect of any content posted on the Website by third party users of the Website.
7. The Supplier shall have sole responsibility for backing up the Supplier Materials and Talent Grader shall have no liability for any loss of, deletion of or damage to the Supplier Materials (howsoever caused).
8. Talent Grader shall not be liable to the Supplier for any: loss of profit; loss of revenue; loss of opportunity; loss of anticipated savings; loss of or damage to reputation or goodwill; loss of data; or any indirect, special or consequential losses or damages.
9. Talent Grader’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall in each Year be limited to the total Subscription Fees paid by the Supplier during that Year.
10. These Conditions state the full extent of Talent Grader’s obligations and liabilities in respect of the performance of the Services. Any condition, warranty, representation or other term concerning the performance of the Services which might otherwise be implied into or incorporated in the Contract, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by Applicable Law.
Force majeure
Talent Grader shall not in any circumstances be in breach of the Contract nor liable for any delay or failure in performing any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.
Notices
1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first class post or other next working day delivery service or (if applicable) airmail to the other party at the address given by that party for such purposes, or sent by email to the other party’s relevant email address.
2. A notice delivered by hand will be deemed to have been received when delivered. A notice sent by pre-paid first-class post or recorded delivery will be deemed to have been received on the second Business Day after posting, of the fifth Business Day after posting in the case of airmail, or at the time recorded by the delivery service. A notice sent by email will be deemed to be delivered on the next Business Day after transmission (provided that no failure notification or out of office message is received by the sender).
3. This clause does not apply to the service of any proceedings or other documents in any legal action.
General
1. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
2. If any provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any such modification to or deletion of a provision shall not affect the validity and enforceability of the rest of the Contract.
3. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
4. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
5. The Supplier will not assign, transfer, sub-contract or deal in any other manner with any of its rights and/or obligations under the Contract, without the prior written consent of Talent Grader, such consent not to be unreasonably withheld or delayed. Talent Grader may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
6. The rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law or otherwise.
7. The Contract does not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
8. The Contract, and any documents referred to in it, constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person to the subject matter of the Contract, other than as expressly set out in the Contract.
Governing law and jurisdiction
1. &