PeopleHawk® Terms and Conditions
Effective from December 2020
1. About us
R Squared Limited (trading as PeopleHawk) (we and us) is a company registered in the Isle of Man (company number 017968V) and our registered office is at 2 Queens Apt, Queens Promenade, Douglas, Isle of Man, IM2 4NX.
2. Our contract with you
These terms apply to your access and use of our people platform (Platform) whether you are someone that is looking for your ideal role (Candidate) or a business that is looking for high quality individuals (Business). If you are a Business, these terms apply to the exclusion of any other terms implied by law, or which could be implied based on our way of working together. These terms represent the entire agreement between you and us in relation to the provision of our Platform and you acknowledge that you have not relied on any statement or promise that is not set out in these terms. The agreement between us as set out in these terms will be referred to as this agreement.
3. Reasonable care and skill
We do not warrant or guarantee that your use of our Platform will achieve any given result or that access to the Platform will be uninterrupted or error free.
4. Membership tiers
Our Platform has different membership tiers for Candidates and Businesses: a standard tier for basic access to the Platform (Standard) which is available free of charge and a premium tier(s) with enhanced features and functionality (Premium), further details of which are available on our website.
5. No recruitment agencies
Our Platform is intended to be used by hiring managers within Businesses and should not be accessed by anyone acting as an independent recruiter, recruitment agency, head-hunter or any other similar or related role. If we reasonably believe that you are accessing the Platform in such capacity then we may immediately terminate your membership and access to the Platform. In these circumstances any Charges already paid will be non-refundable. If we later discover that any Candidate registered on our Platform during the period when your account was active has been engaged by one of your clients (whether on a temporary or permanent basis), we reserve the right to invoice you a fixed fee of £5,000 (plus VAT at the prevailing rate, if applicable) which will be payable immediately on receipt.
6. No endorsement
If you are a Candidate, we do not endorse, recommend or make any warranty about any Business. If you are a Business, we do not endorse, recommend or make any warranty about any Candidate and it is your responsibility to evaluate the suitability of any Candidate. We do not verify the completeness or accuracy of any information provided by any Business or Candidate.
7. Your obligations
It is your responsibility to ensure that:
- you co-operate with us in all matters relating to the Platform;
- in any communications between you and other users of our Platform, you are professional and courteous and do not use any language that might offend anyone;
- if you are a Business, you maintain a valid business email address for your access to the Platform;
- you use a strong password for your user account on the Platform and do not provide access to any part of your user account to a third party;
- you do not use the Platform for deceitful, fraudulent or illegal purposes;
- you do not upload any content to our Platform which is obscene, pornographic, defamatory, discriminatory, hateful or otherwise objectionable;
- you do not violate our intellectual property rights or the intellectual property rights of any third party in your course of accessing and using the Platform;
- you do not use our Platform to spam or introduce anything onto the Platform that contains viruses, worms or any other harmful code;
- you provide us with such information and materials we may reasonably require to provide the Platform, and ensure that such information is complete and accurate in all material respects;
- if you are a Business, you hold all necessary rights which may be required for you to access and use the Platform; and
- you comply with all applicable laws.
8. Failures or delays caused by you
If our ability to provide our services through the Platform is prevented or delayed by any failure by you to fulfil any obligation set out in this agreement (Your Default): (a) we will be entitled to suspend your access to the Platform until you remedy Your Default, and to rely on Your Default to relieve us from the performance of our obligations, in each case to the extent caused by Your Default. In certain circumstances Your Default may entitle us to terminate this agreement under clause 17 (Termination); (b) we will not be responsible for any costs or losses you incur arising directly or indirectly from our failure or delay to perform our obligations; and (c) it will be your responsibility to reimburse us on written demand for any costs or losses we incur arising directly or indirectly from Your Default.
If you sign up for Premium membership tier(s) you must pay our charges (Charges) in accordance with this clause 9. The Charges for our Premium membership tier(s) are the prices quoted on our website. Our Charges are inclusive of VAT.
10. Trial access
If you are provided with trial access to the Platform, you will be required to provide payment details. At the end of the trial period, your subscription will automatically begin unless you notify us that you do not wish to proceed before the end of the trial period.
Payment for Premium membership tier(s) is required in advance for 12 month rolling subscription terms or as otherwise agreed between us. We use Stripe to process payments and other transactions for you, which may be subject to additional terms and conditions. Stripe is operated by Stripe Payments Europe, Ltd and its affiliates. It is important that you provide us with correct and up-to-date payment details otherwise we may not be able to process payments and your access to our platform may be suspended or terminated on notice. We require at least 14 days’ notice of non-renewal ahead of the appropriate renewal time if you no longer wish to continue with your Premium membership tier. You will pay all amounts due in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12. Late payment
If you fail to make any payment by the due date, then, without limiting any of our remedies, we will be entitled to restrict your access to the Platform (in whole or in part).
13. Intellectual property rights
All intellectual property rights in and to our Platform will be owned by us. If you provide us with any materials to include within your profile, all intellectual property rights in and to such materials will be owned by you. You grant us a free, worldwide, non-exclusive licence to use and display such materials within our Platform.
14. How we may use your personal information
15. Links to other websites
Where our Platform contains links to other websites such as Candidates’ social media profiles, these links are provided for your information only. Such links should not be interpreted as approval by us of those websites or information you may obtain from them. We have no control over the contents of those websites.
16. Our liability to you
16.1 Nothing in this agreement limits any liability which cannot legally be limited.
16.2 Subject to 16.1:
- if you are a Business, we will not be liable to you in any way for: (a) loss of profits; (b) loss of opportunity; (c) loss of sales or business; (d) loss of agreements or contracts; (e) loss of anticipated savings; (f) loss of use or corruption of software, data or information; (g) loss of or damage to goodwill or reputation; and (h) any indirect or consequential loss;
- if you are a Candidate and we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach and failing to use reasonable care and skill (but we are not responsible for any other loss or damage).
16.3 Subject to clause 16.1, our total liability to you arising under this agreement will not in any circumstances exceed 100% of the total Charges paid during the preceding twelve months from the date on which breach giving rise to any claim arose or £50 (whichever is the lower).
16.4 This clause 16 will survive termination of this agreement.
Without limiting any of our other rights, we may suspend , your access to our Platform or terminate this agreement with immediate effect by giving written notice to you if: (a) you materially breach any of the terms of this agreement and you fail to remedy such breach within 28 days after we notify you to do so. Termination of this agreement will not affect your or our rights and remedies that have accrued as at termination. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
18. Communications between us
When we refer to written or in writing in this agreement, this includes email. Any notice or other communication given under or in connection with our agreement must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email. A notice or other communication is deemed to have been received: (a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address; (b) if sent by pre-paid first class post or other next working day delivery service, at 9am on the second working day after posting; or (c) if sent by email, at 9am the next working day after transmission. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the address. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
If you are a Business, you agree that we may publish your name and logo on our website as one of our customers. If you cease to be a customer, you may ask us to remove your name and logo at any time in writing and we will do so promptly.
20. Data protection
If you are a Business, you acknowledge that you and we are separate and independent controllers in relation to any Candidate personal data. It is your responsibility to comply with your obligations as a controller under all applicable data protection laws and to ensure that you have a lawful basis for processing any Candidate personal data.
21. Our status
In providing our Platform, including any surveys that are used to identify cognitive skills and personality traits and any job boards, we do not act as an employment business or employment agency under any applicable law. We are not authorised to enter into any contracts on behalf of a Business or Candidate.
22. Assignment and transfer
We may assign or transfer our rights or obligations under the agreement between us to any other person or entity without your consent. You may not assign or transfer your rights or obligations under the agreement between us to any other person entity without our prior written consent (such consent not to be unreasonably withheld or delayed).
We may make changes to these terms and will notify you of such changes before they come into effect.
If we do not insist that you perform any of your obligations under this agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
Each paragraph of this agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
26. Third party rights
This agreement is between you and us. No other person has any rights to enforce any of its terms.
27. Governing law and jurisdiction
The agreement as set out in these Terms is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with this agreement to the exclusive jurisdiction of the English courts (except that we may recover any amounts owed to us through the courts of any relevant jurisdiction).