GENERAL TERMS OF SERVICE AGREEMENT
ConnectingPM and TalentOcean Services
For Clients and Professionals Registering for:
– TalentOcean Premium Services
– TalentOcean for Professionals Services
– ConnectingPM Consulting, Coaching or Professional Services
This ConnectingPM Agreement (the “Agreement”) is entered into between ConnectingPM and the entity agreeing to this Agreement (“Client” or “Professional”). ConnectingPM, with offices at Amaliastraat 12, Amsterdam, The Netherlands 1052 GN with Chamber of Commerce No. NL68721129.
This Agreement is effective for TalentOcean Subscription, Subscription, Package, or Product (the “Service”) as of the date the Client or Professional clicks the “Register” button on our website at https://talentocean.co – or by engaging directly for the Premium Services – or, if applicable, the date an Agreement is countersigned (the “Effective Date”).
If the Client doesn’t have the legal authority to bind the Clients’ employer or the applicable entity please do not click the “I Accept the Terms and Conditions” button below (or, if applicable, do not sign this Agreement).
By using the Service, the Client represents and warrants that the Client meets all the requirements listed below, and that the Client won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, the Clients are making a legally enforceable promise.
ConnectingPM may refuse service, close accounts of any users, and change eligibility requirements at any time.
This Agreement governs Client access to and the use of the Services as ordered in the applicable Order Form. If the Client is accepting on behalf of the Client employer or another entity, the Client represents and warrants that:
– be at least eighteen (18) years old will full legal authority to bind your company, – your employer or the applicable entity to this Agreement;
– complete the ordering process;
– agree to this Agreement;
– provide true, complete, and up-to-date contact and billing information; and
– not be – either individually or as part of a group, entity or state, subject to EU, US and UN sanctions, embargoes, and bans that prohibit the use of this Service
3. TalentOcean Services
This Service is billed on a subscription basis (also referred to as “Subscription” or “Subscriptions”) and individually, for packages comprised of batches of Professional Insights.
For Subscriptions: the Client will be billed in advance on a monthly recurring basis (“Billing Cycle”), depending on the type of subscription plan selected when subscribing to the Service.
For Professional Insights: the Client will be billed per package on request and at point of sale. Credits for Professional Insights will be displayed on the Client Dashboard and decremented as individuals’ Insights are requested.
At the end of each Billing Cycle, the Subscription will automatically renew under the exact same conditions unless cancelled. The Client may cancel a Subscription renewal either through the Client Portal or by contacting ConnectingPM.
4. TalentOcean Premium Services
This Service is billed with each submission of a TalentOcean Premium Service Role request, on an individual basis.
5. TalentOcean for Professionals Services
This Service is free to professional registrants.
6. Payment Methods
A valid payment method of a credit or debit card, PayPal or bank transfer is required to process the payment for the Service. The Client shall provide ConnectingPM with accurate and complete billing information including full name, address, state, zip code, country, a valid payment method along with the completed Order form.
By submitting an Order form and payment information, the Client automatically authorizes ConnectingPM to charge all Service fees and individually itemized packages or services incurred through the Client account to any such payment instruments.
Should automatic billing fail to occur for any reason, ConnectingPM will issue an electronic invoice indicating that the Client must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
7. Coupon Offers
At the discretion of ConnectingPM, Clients may be offered discounted services through pre-defined Coupon codes. This includes – but is not limited to – the following:
– Campaign Offers (a pre-defined discount percentage off the Service).
– Pilot Scheme “Free-Trial” Offers (a limited-time offer for a “free” Service).
Coupon offers are valid for one-time use only.
Changes to Services. Clients may elect to cancel or change a purchased Service. NO PRORATED REFUNDS will be issued if cancelled before the end of a billing cycle. The Client may continue to access the Service until the end of the billing cycle.
9. Other Modifications
ConnectingPM, in its sole discretion and at any time, may make changes to the Services, which may include:
– Change the price of services at any time, however, any Service fee change shall become effective at the end of the then-current Billing Cycle.
– Adding, updating, or discontinuing any Service or portions of feature(s) of the Service. ConnectingPM will notify Clients of any material change to the Service via email.
ConnectingPM shall provide reasonable prior notice of any change in Service fees to give the Client an opportunity to terminate the Service before such modifications become effective.
Continued use of the Service after the modification of the Service fee comes into effect constitutes the Clients agreement to pay the modified Service fee amount.
10. Client Obligations
11. TalentOcean Services
12. Role Postings: Based on the selected Service, there are a predefined number of TalentOcean Roles you are eligible to be posted on TalentOcean on a monthly basis. The Client is required to complete the TalentOcean Roles submission form to provide the comprehensive job description for the vacancy.
13. Anonymous Insights
Client will be presented with a TalentOcean Anonymous Insight without personally identifiable details, for objective and non-discriminatory pre-selection purposes. Client must not attempt to determine or define the identification of the anonymous individual, unless there has been a request to purchase a subsequent TalentOcean Professional Insight for the named individual.
14. Professional Insights
Based on the selected Service, there are a predefined number of TalentOcean Professional Insights you are eligible to request on a monthly basis. The Client must use the Dashboard List Options to request a TalentOcean Professional Insight. Any requests that exceed the number available can be purchased at the presented rate or the Client’s request will be rejected. The Client will receive an email with the option to purchase (via payment link) or reduce and prioritize the requested Professional IDs based on their monthly allotment.
Professional Insights are provided as a “point in time” document for each purchase. Where a Professional Insight has been updated the Client may, at their own discretion, re-purchase an updated version which will be decremented using the same accounting process as for the initial Professional Insight purchase.
15. TalentOcean Premium Services
16. Role Postings for TalentOcean Premium Services
Based on an approved application submission, eligible Clients experience a 21-day service period where a single vacancy is published, promoted and sourced to shortlist the top 25 TalentOcean Professionals. The Client must:
1) Have a TalentOcean Premium Services Account number;
2) Complete the TalentOcean Premium Services Role requirements of the vacancy following instructions provided;
3) Complete order and purchase or order confirmation.
17. Professional Insights for TalentOcean Premium Services
Based on a previously published TalentOcean Premium Services Role, a maximum of 25 TalentOcean Professional Insights will be presented to the Client during that period. ConnectingPM informs all Professionals when their Professional Insights have been requested. The Client agrees to inform ConnectingPM of any Professional Insights that will not proceed to a formal interview within 5 business days and ConnectingPM will notify the Professional that the Client has decided to pursue other Professionals.
18. Use Restrictions
The Client will not, and will not allow third parties under its control to copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any content of the Services (except to the extent such restriction is expressly prohibited by applicable law).
19. Service Period and Termination
20. Service Period
This Agreement will remain in effect from the date the Client subscribes to the Service, “Effective Date” until the Client cancels the Service in the Client portal or is terminated in accordance with the Agreement. When applicable, the Client will receive regular email notifications regarding the Service renewal date which will automatically be charged using the payment method defined during the ordering process.
ConnectingPM may terminate or suspend the Client account, without prior notice or liability, for any reason, including without limitation if the Client breaches the Agreement.
Upon termination, the Client right to use the Service shall cease on the last day of the billing cycle. If the Client wishes to terminate their account, the Client may simply discontinue using the Service.
22. Effects of Termination
If the Agreement terminates or expires, then all Order Forms also terminate or expire, as applicable. If the Agreement terminates or expires, then all rights and access to the Services under the Agreement will terminate (including access to the Assessment Portal and Client Data).
23. Intellectual Property
24. The Service
The Service and its original content, features, and functionality are and shall remain the exclusive property of ConnectingPM and its licensors. The Service is protected by copyright, trademark, and other laws of both the Netherlands and foreign countries. Our copyright, trademarks and trade dress may not be used in connection with any product or service without the prior written consent of ConnectingPM. The Client agrees that:
ConnectingPM shall hold the exclusive property rights to the (aggregated and anonymized) test scores and may use these for performing and improving its Services (e.g. questions and answers, benchmarking of scores).
25. Brand Features
The Client may not use branding for ConnectingPM or TalentOcean without written consent. Please contact firstname.lastname@example.org.
At its option, the Client may provide feedback about the Services to ConnectingPM. If Client provides Feedback, then Client assigns to ConnectingPM all rights, titles, and interests in that Feedback.
27. Accounts for the Service
ConnectingPM provides the Client with unlimited access Services and if applicable, a Portal to manage TalentOcean Role and Professional Insights requests along with subscription and payment details.
When the Client creates an account with ConnectingPM, the Client must provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Agreement, which may result in termination of the Clients account on the Service.
The Client is responsible for safeguarding the password that is used to access the Service and for any activities or actions under the Client password, whether the password is with the ConnectingPM Service or a third-party service.
The Client agrees not to disclose their password to any third party. The Client must notify ConnectingPM immediately upon becoming aware of any breach of security or unauthorized use of the Client account.
The Client may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than the Client without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
28. Authorized Use
The Client may only use the Service for lawful purposes and in a manner consistent with the nature and purpose of ConnectingPM.
The Client agrees to maintain the privacy of TalentOcean Professionals personal information and to use the data provided by ConnectingPM for the purpose of interviewing, evaluating and hiring TalentOcean for Professionals for opportunities within their companies or on behalf of their clients.
The Client must not use the Service to assess Professionals for any jobs which are unlawful, unsafe, offensive, discriminatory, or inappropriate.
The Client must not use the Service to solicit information from Professionals that could be used to discriminate against them.
Unauthorized use of the Service may be a criminal offense and/or give rise to a claim for damages.
29. Marketing and Publicity
The Client may state publicly that it is a ConnectingPM or TalentOcean Client and display ConnectingPM or TalentOcean Brand Features in accordance with Trademark Guidelines and this Agreement. ConnectingPM may request in writing to promote the Client as a buyer of ConnectingPM or TalentOcean services. Any use of a party’s Brand Features will insure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features with written notice to the other party and a reasonable period to stop the use.
30. Data Protection
31. Limited Liability
In no event shall ConnectingPM, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from;
– the Client access to or use of or inability to access or use the Service;
– any conduct or content of any third party on the Service;
– any content obtained from the Service; and
– unauthorized access, use or alteration of the Client transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Such limitations shall not apply if the damages are the result of a deliberate act or gross negligence on the part of ConnectingPM or its senior management. In any case shall ConnectingPM’s aggregate liability under this Agreement be limited to the fees actually paid by the Client to ConnectingPM in the last Billing Cycle.
The Client use of the Service is at their sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.
ConnectingPM its subsidiaries, affiliates, and its licensors do not warrant that:
– the Service will function uninterrupted, secure or available at any particular time or location;
– any errors or defects will be corrected;
– the Service is free of viruses or other harmful components; or
– the results of using the Service will meet the Client requirements.
32. Governing Law
This Agreement shall be governed and construed in accordance with the laws of the Netherlands, without regard to its conflict of law provisions.
All disputes between ConnectingPM and the Client (whether or not such dispute involves a third party) shall be submitted exclusively to the competent court of law in Amsterdam, the Netherlands
Our failure to enforce any right or provision of this Agreement shall not be considered a waiver of those rights. If any provision of this Agreement is held to be invalid or unenforceable by a court, the remaining provisions of this Agreement shall remain in effect. This Agreement constitutes the entire agreement between us regarding our Service, and supersedes and replaces any prior agreements we might have between us regarding the Service.
33. Partial Invalidity
If, at any time, any provision of the Agreement is or becomes illegal, invalid, or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity, or enforceability of the remaining provisions nor the legality, validity, or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired.
34. Agreement Changes
ConnectingPM reserves the right, at our sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will try to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change shall be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, the Client agrees to be bound by the revised terms. If the Client does not agree to the new terms, please stop using the Service.
35. Contact Information
Please email email@example.com with any questions about this Agreement.
Updated: February 17th, 2023.