Terms of Use

WEBSITE USAGE TERMS AND CONDITIONS

Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our Privacy Policy govern CooperHire’s relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.

We are CooperHire (“CooperHire” or “We” or “Us” or “Our”). We are owned by CooperHire GmbH in Germany under the registration number HRB 214774 B. CooperHire, for the purposes of this Agreement, includes any subsidiary or holding company of CooperHire.

The use of this website is subject to the following terms of use:

The content of the pages of this website is for your general information and use only. It is subject to change without notice.
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose.
You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s). -Your use of this website and any dispute arising out of such use of the website is subject to the laws of Germany.

Accessing our website

Access to our website is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our website without notice (see below). We will not be liable if for any reason our website is unavailable at any time or for any period.

From time to time, we may restrict access to some parts of our website, or our entire website, to users who have registered with us

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms.

You are responsible for making all arrangements necessary for you to have access to our website. You are also responsible for ensuring that all persons who access our website through your internet connection are aware of these terms, and that they comply with them.

The information contained in this website is for general information purposes only. The information is provided by CooperHire and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.

Through this website you are able to link to other websites which are not under the control of CooperHire. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.

Every effort is made to keep the website up and running smoothly. However, CooperHire takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.

Viruses, hacking and other offences

You must not misuse our website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our website, the server on which our website is stored or any server, computer or database connected to our website. You must not attack our website via a denial-of-service attack or a distributed denial-of service attack

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.

Prohibited use

You may only use the website for lawful purposes. You may not use the website:

in any way that breaches any applicable local, national or international law or regulation;
in any way that is unlawful or fraudulent, or has any unlawful or fraudulent intent purpose or effect;
to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
to knowingly distribute any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or communications network or hardware.

You also agree:

not to reproduce, duplicate, copy or re-sell any part of the Site in contravention of these Terms of Use;
not to access without authority, interfere with, damage or disrupt:
any part of the website;
any equipment or network on which the website is stored;
any software used in the provision of the website; or
any equipment or network or software owned or used by any third party.

Content standards

These content standards (“Content Standards”) apply to any and all material which you contribute to our site (“Contributions”), and to any interactive services associated with it.

Contributions must:

be accurate (where they state facts);
be genuinely held (where they state opinions); and
comply with all applicable laws and regulations.

Contributions must not:

contain any material which is obscene, offensive, hateful, inflammatory or defamatory of any person;
promote violence, sexually explicit material or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
infringe any copyright, database right or trade mark of any other person;
be likely to deceive any person;
be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
promote any illegal activity;
be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
be likely to harass, upset, embarrass, alarm or annoy any other person;
be used to impersonate any person, or to misrepresent your identity or affiliation with any person; or give the impression that they emanate from us.

Terms of Business

CooperHire GmbH
Rheinsberger Straße 76/77
10115 Berlin, Germany
c/o Factory Works GmbH
Managing Director: Sohraab Joshi, Amar Ahlers
Commercial Register: Amtsgericht Charlottenburg, HRB 214774 B
email: [email protected]
Phone: (+49) 176 87799534

CooperHire Online Marketplace Terms of Business (Updated 11th of March 2020)

This document together with the documents it refers set out the Terms which apply when you may make use of the Marketplace Services provided via Our Site. Please read these Terms carefully before you make use of the Marketplace Services and, in particular, those terms which relate to your role (e.g. Recruiter or Employer). You must also read Our Site Terms of Use, which can be found here:

https://www.cooperhire.io/en/legal/terms-of-use

By registering to access the Marketplace you agree to be bound by these Terms. These Terms shall apply each time you use the Marketplace Services (unless otherwise agreed in writing) and shall prevail over any inconsistent terms or conditions contained, or referred to, in your standard terms of business or any other document supplied by you, or implied by law, industry custom, practice or course of dealing. In the event of any dispute between your standard terms of business and these Terms, these Terms shall prevail. We reserve the right to change these Terms at any time without notice, by posting changes online. You are responsible for checking these Terms every time that you access the Marketplace, in order to ensure that you are aware of any changes. Your continued access to and use of the Marketplace, after changes are posted, constitutes your acceptance of the amended Terms.

By accepting these Terms, you warrant that you have full capacity and authority to enter into and perform an Agreement with us to use the Marketplace Services, and are duly authorised to bind the party for whom you act. You should print a copy of these Terms for future reference.

INFORMATION ABOUT US

For the avoidance of doubt CooperHire is not acting as an employment agency as defined in the Employment Agencies Act 1973. CooperHire provides an online platform for Employers and Recruiters to meet and is not involved in the actual transaction between Employers and Candidates.

DEFINITIONS AND INTERPRETATION

1.1 In these Terms, the following definitions shall apply:

Account: By registering on the Marketplace, as either an Employer or Recruiter, you are creating an account, which will give you access to our Services and allow you to store and track activity on the Marketplace.

Agreement: The agreement between Us and you pursuant to which you make use of the Marketplace Services, the terms of which are set out in these Terms.

Candidate: A person Introduced, directly or indirectly, by the Recruiter to the Employer through the Marketplace Services, to be considered for a Vacancy.

Commission: The fee We deduct from the Placement Fee for the Marketplace Services We provide. The Commission is based on an 80-20 split, where the Recruiter claims 80% of the Placement Fee and CooperHire retains 20%.

Consent Confirmation: A Recruiter must have the Consent from the Candidate(s) which they submit for a Vacancy. The Recruiter must receive an electronic written reply from the Candidate confirming that they are happy to be put forward and considered for a Vacancy, be represented by the Recruiter for submission to the named company, and that to the best of their knowledge they have not applied directly or via another recruitment agency for the same role.

Data Protection Laws: The EU General Data Protection Regulation 2016/679 (“GDPR”), the Data Protection Act 2018 and any applicable statutory or regulatory provision, as amended or updated from time to time, and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data.

Employer: Any person (whether an individual, limited company, a limited liability partnership, a sole trader, a partnership or any other person) that uses the Marketplace and Marketplace Services to post Vacancies with the view of employing Candidates.

Engagement: The act of an Employer accepting a Recruiter’s request to engage on the Employer’s Vacancy on the Marketplace, to allow the Recruiter to see the full Vacancy details and submit Candidate(s) to the Vacancy.

Fee Period: The period a Recruiter is deemed to have ownership of a Candidate which shall be twelve months from the date of submission of such Candidate’s CV on the Marketplace.

Introducer: Our role as the introducing party in an Introduction.

Introduction: The process of introducing a Candidate to an Employer by a Recruiter via the Marketplace, following the Employer posting a Vacancy and “Introduced” shall be construed accordingly.

Marketplace: Means the marketplace contained within Our Site in which an Employer may post Vacancies and source Candidates and a Recruiter may submit Candidates to Vacancies.

Marketplace Services: The provision by Us of the Marketplace, as further described on Our Site from time to time.

Our Site: www.cooperhire.io and www.cooperhire.de

Permanent Recruitment: Employment of a Candidate on a permanent employment contract.

Placement: Employment of a Candidate by or on behalf of an Employer directly or indirectly following the supply of a Candidate by a Recruiter via the Marketplace, directly or indirectly, and whether under a contract for services or otherwise, and whether on a permanent, temporary contract, or other basis.

Placement Fee: The fee which is initially set by the Employer and mutually agreed with a Recruiter on CooperHire for a Permanent Recruitment Vacancy, which is payable by the Employer to Us upon the Hiring of a Candidate.

Rebate: means the sum which may become payable in accordance with the provisions of clause 4.1.

Rebate Period: The period calculated by reference to the start date of a Candidate’s employment and the date of the Candidate’s termination of employment (as further detailed in these Terms), during which an Employer is entitled to a full or partial refund of the Placement Fee should the Employer (acting reasonably) determine that the Candidate is unsuitable and terminates the Candidate’s employment.

Recruiter: Any person (whether an individual, limited company, a limited liability partnership, a sole trader, a partnership or any other person) who uses the Marketplace Services to introduce Candidates to Employers in respect of any Vacancy.

Recruiter Fee: The fee payable to a Recruiter upon a Placement, which is calculated as the Placement Fee minus Our Commission.

Screen/Screened Candidates: A Recruiter must obtain Consent Confirmation from a Candidate prior to submitting a Candidate for a Vacancy. The Recruiter must disclose to the Candidate the name of the company which is recruiting for the Vacancy, for the Candidate to be correctly defined as a Screened Candidate in accordance with these Terms. For Candidates applying via any job advert placed by the Recruiter, their application alone is not sufficient to be considered as a Screened Candidate under these Terms. A Recruiter must obtain further Consent Confirmation from the Candidate following a Candidate applying for a job via any job advert posted by the Recruiter.

Start Date: The date on which a Candidate commences a Placement with an Employer.**

Offer Acceptance Date: The date on which a Candidate signs the employment offer letter of an Employer.

Terms: These terms and conditions under which you may make use of the Marketplace Services.

Vacancy/Vacancies: A Permanent Recruitment or Contract Recruitment vacancy posted by the Employer on the Marketplace.

1.2 In these Terms:

1.2.1 Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine gender and vice versa;

1.2.2 The headings are for convenience only and do not affect their interpretation;

1.2.3 Any reference to a statute, statutory provision or any subordinate legislation shall be construed as including a reference to that statute, provision or subordinate legislation as from time to time modified or consolidated, superseded, re-enacted or replaced

1.2.4 Any phrase introduced by the terms ‘including’, ‘include’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5 Reference to ‘in writing’ and ‘written’ shall include by email.

STATUS Nothing in these Terms will create a partnership or joint venture between us. We are an independent provider of services to you and are not employed by you.

REGISTRATION In order to use the Marketplace Services, each Employer and Recruiter must register with Us. We may accept or reject an application to register at our discretion, and may suspend or cancel such registration at any time if an Employer or Recruiter is in breach of these Terms.

OBLIGATIONS OF THE EMPLOYER FOR PERMANENT RECRUITMENT

2.1 The Employer agrees to notify Us within 7 days after an offer of employment has been accepted by a Candidate in order for Us to raise the correct invoice for the Placement Fee. This invoice will then be issued by Us to the Employer directly.

2.2 The Employer shall satisfy itself as to the suitability of any Candidate for the purposes of the Vacancy for which the Candidate has been introduced. Without prejudice to the generality of the foregoing, it is acknowledged by the Employer that it is for the Employer to take up references, to check the truthfulness of a Candidate’s application and employment history, to undertake any additional security or criminal record checks, to check the validity of education and qualifications and, where the Vacancy requires, to ensure that a Candidate is capable of operating any equipment and/or machinery to the necessary level. The Employer shall be responsible for obtaining any work and other permits and for ensuring that a Candidate satisfies any medical requirements or other qualifications that may be appropriate or required by law.

2.3 The Employer shall use its best endeavours to keep confidential any confidential information of any Candidate (including without limitation any CV or other information provided in support of an application for a Vacancy) that is provided to the Employer in connection with the Marketplace Services.

2.4 The Employer undertakes that where:

(a) any Candidate introduced by a Recruiter to the Employer via the Marketplace is initially rejected but is later employed by the Employer within the period of twelve months of the initial Introduction, the Employer shall be responsible for the Placement Fee as if such rejection had not occurred;

(b) in the event of the Employer effectively introducing (directly or indirectly) any Candidate to another person, firm or corporation, including any subsidiary, associated or holding company of the Employer, resulting in an Engagement by that person, firm or corporation (of which fact the Employer shall immediately notify Us) the Employer shall be responsible for the Placement Fee as if the Candidate had been introduced to such third party via the Marketplace, unless such Engagement occurs more than twelve months after the initial Introduction of the Candidate to the Employer.

2.5 The Employer consents to the disclosure by Us to Recruiters and Candidates of information relating to the Employer which the Employer has provided to Us.

2.6 In the event of non-payment by the Employer of the Placement Fee, the Employer hereby agrees that We shall be permitted to assign to the Recruiter the debt relating to such non-payment and the ensuing right of action.

2.7 In the event that the Employer has previously received the CV of a Candidate who it subsequently decides to employ or engage from a source other than a specific Recruiter, the Employer is solely responsible for providing the proper evidence that the new engagement was not the result of the Recruiter’s submission, but rather of having received the CV previously. In the event of such a dispute We will investigate and based upon the available evidence as an independent party make a determination on the source of the Candidate referral that led to the engagement, and therefore whether a Placement Fee shall be charged. Our decision on this matter shall be final and binding.

2.8 The Employer shall inform Us should a Recruiter contact it directly, offline or online, in an attempt to work around, avoid, circumvent or otherwise exploit the Marketplace Services or Our Site with the intent or effect of undercutting our Marketplace Services, or depriving Us of due compensation of the Placement Fee or Our Commission.

OBLIGATIONS OF THE RECRUITER FOR PERMANENT RECRUITMENT

3.1 The Recruiter warrants that they are suitable to act as an Employment Agency and agree that they shall at all times comply with the Conduct Regulations, and the Equality Act 2010.

3.2 When engaged with an Employer on the Marketplace, the Recruiter shall not publish or use the Employer’s company name or brand publicly when advertising the Employer’s Vacancy and searching for Candidates.

3.3 The Recruiter will use reasonable endeavours to introduce suitable Candidates to Employers via the Marketplace. The Candidates must meet the specification set out by the Employer in the Vacancy and the Recruiter agrees to properly Screen Candidates which they submit to Vacancies.

3.4 All CV submissions for Vacancies must be sent through Our Site. Any actions that circumvent or attempt to circumvent Our Site and the Marketplace Services by submitting CVs in any other way will lead to Account termination and all loss of Account information, Account data, and Account reviews. In the event of such termination, We shall be under no obligation to refund any Placement Fee received from an Employer in respect of any Candidate submitted by the Recruiter.

3.5 The Recruiter agrees not to directly or indirectly work around, avoid, circumvent or otherwise exploit the Marketplace Services or Our Site with the intent or effect of depriving Us of due compensation, Commissions or Placement Fees.

3.6 The Recruiter agrees that they shall not approach directly any Employers to whom they have been introduced to by Us, engaged with on the Marketplace, or submitted any Candidate CVs or information to, for a period of 12 months after the introduction, engagement, submission of such a Candidate by Us, save for communications via Our Site or offline if regarding details on the posted Vacancy for which we have made the Introduction.

3.7 If a Recruiter is found to have contacted an Employer directly to work around, avoid, circumvent or otherwise exploit the Marketplace Services or Our Site with the intent or effect of undercutting our Marketplace Services, or depriving Us of due compensation, Commissions or Placement Fees, the Recruiter’s Account will be suspended immediately during a period of investigation. If evidence of wrongdoing is confirmed the Recruiter’s Account will be deleted and all data, ratings, and customer reviews will be lost.

3.8 Furthermore, if without written consent from Us, the Recruiter approaches directly any Employers to whom they have been Introduced to by Us, engaged with on the Marketplace, or submitted any Candidate CVs or information to, within a 12 month period from such Introduction, engagement or submission, the Recruiter will be liable to pay Us within 14 days of receipt of invoice any Commission that would have been due to Us had the Placement(s) the Recruiter has made with that Employer taken place on Our Marketplace.

3.9 Recruiters are not permitted to register as an Employer in order to post Vacancies on Our Site.

3.10 Candidates are represented by the first Recruiter to submit the Candidate in question to the Employer through Our Site. This clause shall not apply in the instance that a Recruiter who submits the Candidate first, cannot prove that the Candidate in question is a Screened Candidate including providing Consent Confirmation. This must be validated independently by the Candidate.

3.11 If a Recruiter submits a Candidate for a Vacancy and the Candidate is employed by the Employer, the Recruiter may not be eligible for the Placement Fee in the event that the Employer has previously received that Candidate’s CV, or was aware of the Candidate through another source. The Employer is solely responsible for providing the proper evidence that the new engagement was not the result of the Recruiter’s submission, but rather of having received the CV previously. In the event of such a dispute, as a neutral party We will investigate and based upon the available evidence make a determination on the source of the Candidate referral that led to the engagement, and therefore whether a Placement Fee shall be charged. Our decision on this matter shall be final.

3.12 Provided that an Employer is not already aware of a Candidate, and the Recruiter can provide evidence of this, the Recruiter shall be deemed to have ownership of a Candidate for the duration of the Fee Period. Should the Candidate be employed or engaged by the Employer during the Fee Period we shall invoice the Employer for the same Placement Fee set by the Employer when the Vacancy was originally posted on the Marketplace. The Recruiter shall promptly provide Us with accurate information regarding the Start Date of the successful Candidate.

THE PLACEMENT FEE (PERMANENT RECRUITMENT ONLY)

4.1 Where a Candidate is submitted by a Recruiter via the Marketplace and is successfully appointed in a posted Vacancy, or within any other role within the Employer’s organisation (including any organisation within the Employer’s group), We will invoice the Employer on the Candidate’s signed offer acceptance for the Placement Fee.

4.2 The Placement Fee is payable to Us within 30 days of the Candidate’s Offer Acceptance Date. If the Candidate in question does not commence employment, the Placement Fee shall not be payable and, if it has been paid to Us, it will be refunded in full and a credit note will be issued.

4.3 An Employer will be liable for the Placement Fee in respect of a Candidate, where within twelve months of the Candidate being introduced to the Employer:

the Employer employs that Candidate on a permanent or temporary basis; or
the Employer initially rejects the Candidate, but subsequently employs the Candidate or engages with the Candidate in any capacity; or
the Employer refers the Candidate to a third party, including another company or business in the Employer’s group of companies, and that third party employs or engages with the Candidate.

4.4 The Placement Fee excludes VAT and other duties or taxes, which will be payable by the Employer in addition to the Placement Fee at the rate in force on the date of invoicing.

4.5 We shall be entitled to deduct from any payments due to a Recruiter any amounts to account for any damages, losses or costs suffered or incurred by Us arising as a result of a Recruiter’s breach of this Agreement or its negligent acts or omissions.

REBATE (PERMANENT RECRUITMENT ONLY)

5.1 The Rebate Period shall run from a Candidate’s Start Date. The length of the Rebate Period shall be 60 days. In the event that a Candidate terminates its employment, or the Employer lawfully terminates the employment within the Rebate Period, the Employer shall be entitled to the Rebate provided that:

5.1.1 Unless specifically agreed otherwise by a director of CooperHire in writing, the Placement Fee has been paid by the Employer to Us within 30 days from date of invoice/candidate’s Offer Acceptance Date;

5.1.2 The termination is not as a result of redundancy, corporate restructuring, pregnancy, injury or ill health, or by reason of the Candidate’s age, race, gender, sexual orientation or disability;

5.1.3 The termination has not arisen where the Employer has entered into the employment of the Candidate with the prior or likely intention of disposing with the Candidate’s services or terminating employment either without proper cause or with a view to obtaining a refund unfairly;

5.1.4 The Employer serves a 7-day notice to Us by e-mailing [email protected] or their CooperHire Account Manager.

5.2 The Rebate shall be: 0-45 days – 100% of the Placement Fee 46-60 days – 50% of the Placement Fee

5.3 The Rebate shall be repayable to Us in full where the Employer, any subsidiary, associated or holding company of the Employer subsequently re-engages the Candidate in any capacity within a period of twelve months.

5.4 If the Employer fails to pay the Placement Fee within 30 days of the date of Our invoice, the Employer will lose the benefit of these Rebate provisions and no Rebate shall be payable.

THE RECRUITER FEE AND COMMISSION (PERMANENT RECRUITMENT)

6.1 On a Candidate’s Offer Acceptance Date, We shall invoice the Employer for the Placement Fee.

6.2 On a Candidate’s Start Date the Recruiter should invoice Us for its Recruiter Fee being a sum equal to the Placement Fee, minus Our Commission.

6.3 Subject to Our receipt of the Placement Fee in full, we will pay 50% of the Recruiter Fee on or around the 46th day following the Candidate’s Start Date and the remaining 50% of the Recruiter Fee on or around the 61st day following the Candidate’s Start Date (provided that no Rebate has been paid or is to be paid pursuant to clause 7 or otherwise).

DUPLICATE CANDIDATE SUBMISSION PROCEDURE

7.1 In the event that a Candidate is submitted to an Employer for a Vacancy by more than one Recruiter:

(a) the Recruiter who can provide the Candidate’s Consent Confirmation is considered to be the Recruiter representing that Candidate;

(b) if all the Recruiters have Consent Confirmation, then the Recruiter who obtained the Consent Confirmation from the Candidate first, will represent the Candidate; and

(c) if a Recruiter has the Candidate’s Consent Confirmation but had submitted the Candidate for the Vacancy prior to obtaining the Consent Confirmation, then the Recruiter who has followed the correct procedure in obtaining the Consent Confirmation before submitting the Candidate for the Vacancy is considered to be the representing Recruiter.

7.2 If none of the Recruiters representing the same Candidate for the same Vacancy have obtained Consent Confirmation for that Candidate, then ownership of the Candidate for the purpose of the Placement will lie with the Recruiter who submitted the Candidate to the Marketplace first. Consent Confirmation must then be obtained retrospectively in order that the Candidate may be a properly Screened Candidate.

RECRUITER ACCOUNT TERMINATION

8.1 The Agreement shall remain in full force and effect while a Recruiter uses the Marketplace Services. A Recruiter may not terminate its use of the Marketplace Services within the first 6 months of contract signing. After the first 6 months, a Recruiter may terminate use of the Marketplace Services by providing 30 days written notice to their Account manager.

8.2 We may suspend a Recruiter’s access to the Marketplace Services at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all data and information associated with the Recruiter’s Account on the Marketplace.

8.3 We may also terminate or suspend any and all Marketplace Services and access to Our Site immediately, without prior notice or liability, if you breach any of the Terms of this Agreement. Upon termination of your Account, your right to use the Marketplace Services, access Our Site, and any content will immediately cease. All provisions of the Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation: ownership provisions, warranty disclaimers, obligations of confidentiality and limitations of liability.

8.4 If We withdraw access to the Marketplace because these Terms have been breached, no refund will be payable by us. In the event of a termination, we reserve the right to handle any existing Engagements in the best interest of the Employers and Candidates.

CONFIDENTIALITY AND DATA PROTECTION

9.1 We process personal data (as defined in the Data Protection Laws) which We collect as a data controller (as defined in the Data Protection Laws) in the course of providing the Marketplace Services. Where data is processed by Us as a data controller, such processing is carried out in accordance with Our privacy policy which can be found on Our Site and here: https://www.cooperhire.io/legal/privacy-policy.

9.2 In respect of personal data which is processed by Us as a data processor (as defined in the Data Protection Laws) on behalf of the Employer and the Recruiter as part of the Marketplace Services, We comply with all Data Protection Law.

9.3 All information relating to Candidates is confidential and subject to the Data Protection Laws and is solely for the purposes of filing an Assignment or Vacancy for an Employer by a Recruiter. The information must not be used for any other purpose nor divulged to any third party and the Employer and the Recruiter undertake to abide by the provisions of the Data Protections Laws in receiving and processing the data at all times. The Employer and the Recruiter hereby indemnifies Us against all losses, liabilities, costs and expenses (included but not limited to legal costs) arising from or incurred by reason of the Employer or Recruiter’s failure to comply with this clause 14.3.

9.4 The Employer and the Recruiter may delete or request in writing the deletion or return of all personal data on termination of the Marketplace Services or at any time following termination of the Marketplace Services. Where an Employer and a Recruiter has not deleted the personal data prior to the termination of the Marketplace Services, We automatically delete all personal data after twelve months following the date of termination of the Marketplace Services unless otherwise required by applicable law.

9.5 The Employer and the Recruiter acknowledges and accepts that a Candidate shall also have the right to withdraw their consent to the use of their personal data or information at any time and may request that We permanently delete all information and data held about that Candidate from the Marketplace. In the event that a Candidate exercises their rights in this clause, We shall notify the Recruiter who shall promptly and permanently delete all the information and data held about that Candidate from the Marketplace. In the event that the Recruiter has not done so within a reasonable time, and has not notified Us of any requirement of the Recruiter or Us to retain the personal data, We reserve the right to remove such personal data and shall not be liable in any way for any loss or damage suffered by the Recruiter arising from such Candidate exercising their rights.

9.6 We and each of the Employer and the Recruiter agree to keep in strict confidence confidential information concerning each other party’s business, affairs, customers, clients or suppliers (‘Confidential Information’) and undertake that they shall not at any time disclose to any person any Confidential Information of the other parties except as permitted by clause.

9.7 Each party may disclose the other parties Confidential Information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this clause 14; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.8 No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under or in connection with these Terms.

LIMITATION OF LIABILITY

10.1 IN NO CIRCUMSTANCES SHALL WE, OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE MARKETPLACE SERVICES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGES WHICH ARE INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, COSTS, FEES OR EXPENSES OF ANY KIND OR NATURE WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE) BREACH OF CONTRACT OR OTHERWISE THAT MAY ARISE OUT OF OR RELATE TO THE USE OF THE MARKETPLACE SERVICES, EVEN IF FORESEEABLE.

10.2 OUR TOTAL LIABILITY TO EACH OF THE RECRUITER AND THE EMPLOYER SHALL BE LIMITED TO THE AMOUNT OF THE COMMISSION RECEIVED BY US IN RELATION TO THE PLACEMENT THE LOSS OR DAMAGES ARISE FROM.

10.3 FOR THE AVOIDANCE OF DOUBT, IN RESPECT OF CONTRACT RECRUITMENT, WE ACT AS AN INTRODUCER ONLY BETWEEN THE RECRUITER AND THE EMPLOYER AND NO LIABILITY IS ACCEPTED BY US FOR ANY LOSS OR DAMAGES WHICH ARE DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, COSTS, FEES OR EXPENSES OF ANY KIND OR NATURE WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE) BREACH OF CONTRACT OR OTHERWISE THAT MAY ARISE OUT OF OR RELATE TO AN ASSIGNMENT.

10.4 This does not affect our liability for death or personal injury arising from negligence, nor any liability for fraudulent misrepresentations, nor any other liability which cannot be excluded or limited under applicable law. The Employer and the Recruiter agree to indemnify Us from all claims, costs and expenses (including legal expenses) resulting from their breach of these Terms.

FEEDBACK

The Employer and the Recruiter acknowledge that Our Site operates a transparent ratings system, and feedback and review functionality and accordingly certain conduct, such as late payment of invoices or inappropriate or unprofessional behaviour, may have a detrimental impact on the Recruiter’s or Employer’s Marketplace rating, feedback, and reputation.

YOUR ACCOUNT

Access to your Account on Our Site is not guaranteed and may expire at any time without notice. We therefore recommend all users make their own appropriate backups and logs of activities. You are not permitted to share access to your Account and must take reasonable steps to ensure your login credentials are kept confidential. Use of Your Account is bound by the Computer Misuse Act 1990.

PROMOTION

Unless otherwise agreed in writing, by using Our Site and Marketplace Services all users give Us permission to disclose our business relationship to other parties to promote Our provenance. This includes (but is not limited to) your company name, logo, testimonials and any written or verbal communication.

WAIVER

No failure or delay by either party in exercising any right or remedy under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy shall only be effective if it is in writing and signed by the party giving the waiver.

SEVERANCE

If any of the provisions of these Terms shall be determined by any competent authority to be invalid, illegal or unenforceable to any extent, 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 or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

NOTICES

Any notice given to a party pursuant to these Terms shall be in writing, addressed to that party at its registered office or its principal place of business or such other address as that party may have specified to the other party in writing in accordance with this clause. Any such notice may be delivered personally or by first class prepaid post or email transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting and if by email when dispatched (provided no message of error in transmission is received).

ENTIRE AGREEMENT

These Terms contain the entire agreement for the Marketplace Services between Us and you, and supersedes all previous agreements relating to the same. Each party acknowledges and agrees that in entering into these Terms it has not relied on, and shall have no remedy in respect of, any statement, representation, undertaking or warranty, whether oral or in writing, save as are expressly set out in these Terms. No changes can be made to these Terms without prior written consent by a Director of CooperHire.

THIRD PARTY RIGHTS

For the purpose of the Contracts (Rights of Third Parties) Act 1999, these Terms do not and are not intended to give any rights, or any right to enforce any of its provisions, to any person who is not a party to it.

GOVERNING LAW AND JURISDICTION

19.1 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of Germany.

19.2 Each party irrevocably agrees that the courts of Berlin shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

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