INTRODUCTION AND INTERPRETATION
www.talentcupboard.com (the Site) is operated by Talent Cupboard Limited, a company registered in England and Wales, with registered number 07121688 and registered office at East House, 109 South Worple Way, London, SW14 8TN (we, us). TALENT CUPBOARD is a trade mark.
All intellectual property rights that may subsist in the Site belong to us and/or our licensors and to the extent permitted by law, you may not reproduce all or part of the Site without our prior written consent.
6. To register and use this Site you must be at least 18 years old and legally able to enter into a contract in the United Kingdom.
7. When you register with the Site you will create a username and password to access and use certain areas of the Site. You must provide us with accurate account information. You are responsible for keeping your username and password confidential and you are responsible for any activity under your account and password. You shall immediately notify us of any unauthorised use of your account and we strongly advise that you exit from your account at the end of each session. We are not liable for any loss or damage arising from your failure to comply with this paragraph.
8. When you upload content, including text, photographs and videos, onto the Site including through the CV tool, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right, together with the right to sub-license, to reproduce any and all copyright, trade marks, database rights and other intellectual property rights you have in all content you post on the Site, in any media known now or in the future. In addition, you waive all moral rights you have in the content to the fullest extent permitted by law.
9. The Site may contain links to third party sites. You agree that we are not liable for any content contained in such third party sites, and that a link to a third party site does not imply any endorsement of that site or its content.
10. Whilst using the Site, you shall not:
(a) upload any content that is defamatory, offensive, vulgar, malicious, obscene or otherwise unlawful material, would cause offence to others on grounds of race, religion, creed or gender, infringes another party’s intellectual property rights or is false, inaccurate or misleading;
(b) register under the name of a third party or under a false name or use an invalid or unauthorized email or physical address;
(c) use another’s account without permission or transfer your account to another party;
(d) distribute or post spam, chain letters, or pyramid schemes;
(e) take any action that may undermine the ratings system;
(f) distribute viruses or any other technologies that may harm us, or the interests or property of our Site users;
(g) copy, modify, or distribute content from the Site;
(h) harvest or otherwise collect information about users of the Site, including email addresses, without their consent and ours; and/or
(i) attempt to contact a Buyer or Seller except through the Site unless you are working on a Project together.
11. From time to time, there may be interruptions to your use of the Site so that we can upgrade or otherwise maintain the Site and server. We may also remove the Site as a whole or any sections or features of the Site at any time at our discretion.
MARKET PLACE SERVICES
Users of the Site may contract to provide to and receive services from each other. Our role is to allow such users to engage and contract through the Site. We do not act as principal in the transaction, nor as agent for either party, nor are we party to any binding agreement between the parties in relation to the provisions and/or receipt of services.
In the [market place]:
(a) Buyer means an individual or organisation that posts a Project;
(b) Deliverables means the work required to be carried out and delivered to the Buyer under a Project Brief;
(c) Listing Fee the fee due for listing a Project on the Site, more particularly described in paragraph 18;
(d) Portfolio means the CV, credentials, experience and examples of previous work relating to a Seller;
(e) Project means a requirement for services, including but not limited to creative services and coding services;
(f) Project Brief means the form detailing the requirements of the Project;
(g) Project Fee means the award noted in the Project Brief to be paid to the Seller who submits the winning Response;
(h) Response means a response to a Project Brief; and
(i) Seller means an individual or organisation that responds to a Project.
15. Buyers may elect to buy a non-disclosure agreement to use in connection with the Project Brief. If a Seller wishes to respond to a Project Brief that is the subject of a non-disclosure agreement, the Seller must expressly accept the terms of the non-disclosure agreement, and agrees that we shall be entitled to disclose personal data about all such Sellers if and to the extent that the Buyer wishes to enforce the terms of the non-disclosure agreement.
16. All Project Briefs must include details of the Deliverables, the Project Fee and the closing date. leave Project Briefs may not contain any personal identifiable data (such as name, address and/or email). Once the Project Brief is published on the Site, no changes can be made by the Buyer. Sellers may ask questions about the Project Brief and the Buyer should respond to these promptly.
17. A Project Brief may either require Responses from Sellers that contain the Deliverables or the Seller’s Portfolio.
18. The Buyer must pay the Listing Fee to us in advance. Details of the Listing Fee can be seen here. We reserve the right to change the calculation of the Listing Fee at any time. Any change in the calculation of the Listing Fee will not affect any Listing Fee payable by a Buyer for any Project Brief that has already been added to the Site prior to the Listing Fee changing. Listing Fees are not refundable. The minimum Listing Fee is £25 and the maximum Listing Fee is £300.
19. There is a fixed fee for branding and social media packs which is inclusive of the listing Fee, Project Fee and VAT.
20. The Buyer shall elect whether to pay the Project Fee to us; in which case we shall hold the Project Fee in escrow and we shall be responsible for paying the Project Fee to the Seller. Alternatively, where the option is available, the Buyer may elect to pay the Project Fee directly to the selected Seller.
21. Sellers may upload their Portfolio to the Site in order that Buyers can review their suitability to carry out a Project Brief. Sellers may change or update their Portfolio at any time. Portfolios must not contain Sellers’ address and/or email. The Seller warrants that all information in a Portfolio is accurate and properly reflects their experience and abilities. Any examples of work in a Portfolio must be original to the Seller and Portfolios must not contain any third party content without the consent of such third party.
22. Sellers should respond to Project Briefs through the Site and may change or update their Response up to the closing date. Responses may not contain address and/or email of the Seller and all content in the Response must be original to the Seller and not contain any third party content without the written consent of such third party. This means that you must have permission or pre-purchased the right to use any third party image, photo or other material in your Response. Your Response must give full details of the usage rights purchased in relation to any such third party materials. By submitting a Response, the Seller agrees that if their Response is selected by the Buyer, they are entering into a binding agreement with the Buyer to deliver that Response in the format requested and for the Fee detailed in the Project Brief.
23. Following the closing date set out in the Project Brief, the Buyer shall review all Responses or Portfolios as the case may be and may ask Sellers questions in relation to their Response or Portfolio, provided that the Buyer may not materially change the scope of the Project Brief. Buyers must treat as confidential all of the content in all of the Responses or Portfolios. All intellectual property rights that may exist in the Response or Portfolio remain vested in the Seller. Accordingly, Buyers have no rights to use and/or disclose to any third party the Responses or Portfolios except to consider them as set out above unless and until they select the winning Response or Portfolios.
24. The Buyer should select the winning Seller based on the Responses received within 7 days of the closing date and the winning Seller will be notified accordingly. If the Buyer fails to select a winner, we reserve the right to select a winner. At this point a contract is deemed formed between the Buyer and the Seller for the supply of services. The Seller must carry out its obligations under the Project Brief except in the following limited circumstances: the Buyer materially changes the scope or the Project after selecting the winning Seller and/or the Seller is unable to communicate with the Buyer. We advise Buyers to check all Deliverables supplied carefully. On completion of the Services, the Buyer must rate the Deliverables and provide the Seller with a written testimonial and a numerical rating; and save where we have agreed to do so, the Buyer must pay the Seller who has supplied the winning Response.
25. For Project Briefs where the Seller is required to submit a Portfolio, the Buyer acting fairly and reasonably may be required to rate the Portfolios it receives on a scale of 1 to 10 and submit appropriate comments.
26. Where we hold the Project Fee in escrow, we shall pay the Project Fee to the Seller within 7 days of receipt of the Deliverables in the agreed medium as detailed in the Project Brief and we shall notify the Seller through the Site when payment of the Project Fee has been made. If no services are performed by the Seller within a reasonable period of time, or the Seller fails to deliver the assets in accordance with the Project Brief, then we shall refund the Project Fee to the Buyer but for the avoidance of doubt, the Listing Fee is not refundable.
27. When the Project Fee is received by the Seller in full and cleared funds all intellectual property rights the Response shall be assigned to the Buyer and the Seller agrees that, at the request of the Buyer, the Seller shall execute all documents necessary to effect the assignment.
28. Buyers agree that we are not responsible for the fulfilment of any Project. If acting fairly and reasonably, the Buyer is not happy with any of the Responses, the Buyer can refuse to select a winning Seller and in these circumstances where we hold the Project fee in escrow, we shall refund to the Buyer the Project Fee, but for the avoidance of doubt, the Listing Fee is not refundable.
29. For 12 months following acceptance of a winning Response, if the Buyer instructs the winning Seller to carry out further marketing services, the Buyer shall notify us accordingly and pay a further additional sum equal to 15% of the fees paid to the Seller for any such services. We may suspend a Buyer or Seller’s account if we have reason to believe that this paragraph 29 has been breached. You shall permit us to inspect your books and records in relation to the provision or receipt of further marketing services under this paragraph.
30. Following a site search we shall list all Project Briefs in order of first closing. However, where a fee has been paid for a VIP listing first, we shall prioritise such Project Briefs.
33. The Seller shall indemnify and hold harmless us and the Buyer in respect of any costs, claim, demands, liabilities, expenses, damages or losses incurred as a result of any claim that the Deliverables infringe the rights of a third party, including copyright, trade marks, database rights and other intellectual property rights.
SERVICES PROVIDED BY TALENT CUPBOARD: CV CREATION
34. You may use the Site to create and upload a CV and send a link to your CV to any third party, including a potential employer. The CV tool creates a number of standard fields which you should complete. You must not include any direct contact details in your CV such as email or geographical addresses or telephone numbers. Your CV must contain information about you, and should not contain any false or inaccurate statements. You should seek permission from referees before including their name on your CV.
35. Your CV on the Site is not private. We can view its contents, as can any third party that knows or finds the webpage. In addition, unless you actively opt out, your CV may include a form in which Buyers and other parties may email you. Your email is not publicly displayed. We do not monitor or screen the emails that you may receive.
37. We cannot guarantee that your use of the Site and creation of a CV will lead to any contacts and/or job opportunities for you.
SERVICES PROVIDED BY TALENT CUPBOARD: WEBSITE PACKS
38. In return for a monthly fee, we will design your website, build your website, and manage and host your website for a minimum of 12 months.
39. We will use reasonable endeavours to design the website within 10 working days of receipt of the first monthly fee. You are entitled to up to 1 hour of additional design work if you require any changes to the first version of the website sent to you. You will also be able to amend the website yourself.
41. We shall use reasonable endeavours to ensure that the website is available, provided that we shall be entitled to temporarily suspend availability for the purposes of emergency repair or maintenance. We shall not be liable to you for any unavailability due to the act or omission of any third party supplier. If your website is unavailable at any time, you should contact us via the Site. We shall promptly respond to you during our working hours of Monday to Friday 09.00 to 18.00.
42. You cannot terminate a website pack contract before the minimum 12 month term ends. If you fail to pay a monthly instalment by the due date, we reserve the right to stop hosting the website. If we have bought the URL, we may also sell the URL to a third party or allow registration of the URL to lapse. If you wish to terminate a website pack contract after the minimum 12 month term ends you must give us 1 month’s notice. On termination, we shall provide to you details of any third party content on the website. In addition, on request and on receipt of a reasonable fee, we shall transfer to you the URL and a compressed file containing your websites content and source code. You will be responsible for providing this code to a new hosting provider and ensuring that they set up the website. For the avoidance of doubt, we are not responsible for setting up the website with a new host.
43. Except in relation to the images described at paragraph 40 above, you shall provide all content for the website. You shall indemnify us in relation to (i) all costs, claims, losses and expenses that we may incur as a result of any claim that our use of your content infringes any third party rights or breaches any applicable laws; and (ii) any use by the images described at paragraph 40 above save on the website.
44. Without prejudice to any other rights or remedies available to us, we may issue you with warnings, restrict, suspend or terminate your access to the Site and/or your ability to use any of the services on the Site if:
(a) we believe that you are infringing the rights of third parties;
(c) we cannot verify or authenticate any information you provide to us.
LIABILITY AND INDEMNITY
46. We do not endorse any user submitted content to the Site, or any opinion, recommendation, or advice expressed by users. We expressly disclaim any and all liability in connection with content submitted by users.
47. THE SITE IS PROVIDED "AS IS," AND YOUR USE IS AT YOUR OWN RISK. WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ASSIGNS, DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF QUALITY, FITNESS FOR PURPOSE, PERFORMANCE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL BE FREE FROM VIRUSES, AVAILABLE, ACCESSIBLE, ERROR-FREE, UNINTERRUPTED OR THAT THE CONTENTS WILL BE ACCURATE. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, THAT ANY INFORMATION OR MATERIALS YOU POST ON OR TRANSMIT THROUGH THE SITE WILL BE SAFE FROM UNAUTHORISED ACCESS OR USE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.
48. TO THE FULLEST EXTENT PERMITTED BY LAW WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ASSIGNS, HEREBY DISCLAIM ALL LIABILITY FOR ANY LOSS, COST OR DAMAGE (DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHERWISE) SUFFERED BY YOU AS A RESULT OF YOUR USE OF THE SITE OR FROM ANY COMPUTER VIRUS TRANSMITTED THROUGH THE SITE, OR OTHER SITES ACCESSED FROM THE SITE.
(a) for Buyers to the total fees that you have paid to us in the last 6 months;
(b) for Sellers, to the total fees that you have received from us in the last 6 months; and
(c) for all other users, to the total fees that you have paid to us in the last 6 months
56. You acknowledge and agree that the Site is designed for use by businesses and not consumers and accordingly the Consumer Protection (Distance Selling) Regulations 2000 (as may be amended, updated or replaced) do not apply. There is no “cooling off” period.
57. If you are a Seller, you agree that under the Contracts (Rights of Third Parties) Act 1999, a Seller shall be entitled to enforce the provisions of paragraphs 33 directly against you.
REWARDS & REFER-A-FRIEND
58. Our Rewards and Refer-A-Friend scheme will apply account credit, for the successful purchase of a website pack, to the referring customer for use against active subscriptions or listing fees.
59. Any account credit earned is not redeemable as a cash equivalent._______
Last updated 7th February 2017