1. About the Website

1.1 Welcome to www.talentvine.com.au (the Website). The Website is an outsourced recruitment marketplace bringing simplicity and transparency to the recruitment industry by assisting Australian organisations find cost-effective high-quality hiring support from Australia’s top-rated recruitment consultants. 

1.2 The Website facilitates and connects Australian businesses (the “Employer”, “User“, “you” or “your“) to recruitment and labour-hire agencies (the “Recruiter”, “User“, “you” or “your“) so that:

(a) the Employer can spend less time sourcing and placing quality candidates without the requirement of spending significant time in negotiating its terms and conditions with the Recruiters by using these terms and conditions (these Terms); and

(b) the Recruiter can spend less time sourcing Employers without the requirement of spending significant time in negotiating its terms and conditions with the Employers by using these Terms, whilst using our innovative Website features and solutions (collectively referred to as the Services).

1.3 The Website is operated by TalentVine Pty Ltd (ACN 603 353 831) (TalentVine). Access to and use of the Website, or any of its associated products or services, is provided by TalentVine. Please read these Terms carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of its products or services, immediately.

1.4 TalentVine reserves the right to review and change any of the Terms by updating this page at its sole discretion. When TalentVine updates the Terms, it will use reasonable endeavours to provide you with 14 days’ notice of same. Any changes to the Terms take immediate effect from the date of their publication. It is recommended that you check the Terms available on the Website from time to time and make a copy for your records.

2. Membership  

2.1 In order to access the Services, you are required to register for an account with TalentVine (Member Account).

2.2 If you are an Employer, you are required to provide TalentVine with: 

(a) your personal information such as your name, address, email address, phone number and location;

(b) a username; and 

(c) a password. 

2.3 If you are a Recruiter, you may be required to provide TalentVine with: 

(a) your personal information such as your name, address, email address, phone number and location; and

(b) your recruitment agency details such as the name of your agency, the address of your agency, bank account details and a description of your agency. 

2.4 Once you have completed the registration process you will be a registered member of the TalentVine Website (the Member) and you agree to be bound by the Terms. 

2.5 You warrant that any personal and/or registration information you provide to TalentVine will always be accurate, correct and up to date. 

2.6 You may not register for an account and may not use the Services if:

(a) you are not of legal age to form a binding contract with TalentVine; or

(b) you are a person barred from using the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.  

2.7 By registering for a Member Account or using the Services, you represent and warrant to TalentVine that: 

(a) you have reached the legal age in your jurisdiction;

(b) you have the right, authority and capacity to agree to and abide by the Terms; 

(c) if you are registering with TalentVine or purchasing the Services on behalf of a business, that business is taken to have accepted the Terms and you are taken to have been duly authorised to bind the business; and 

(d) you will use the Website in a manner consistent with any and all applicable laws, regulations and these Terms.

3. Obligations of Member 

3.1 As a Member, you agree to comply with the following: 

(a) not to share your Member Account with any other person, except where you are registering on behalf of a business, in which case you may share the Member Account with your directors, officers, employees, consultants, servants and agents (your Personnel); 

(b) use the Website only for purposes that are permitted by these Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

(c) not hold more than one Member Account on the Website;

(d) maintain the confidentiality of your Member Account and all the activities under your account; 

(e) notify TalentVine immediately following any unauthorised use of your Member Account or any other breach of security;

(f) not expressly or impliedly impersonate another Member or use the Member Account or password of another Member at any time;

(g) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of providing or receiving the Services;

(h) not to use the Website or Member Account for any illegal and/or unauthorised use, including, but is not limited to, collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;

(i) that commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of your Member Account or the provision of the Services to you; 

(j) you acknowledge and agree that any automated use of the Website or its Services is prohibited;

(k) all information provided by a Member under these Terms to another Member will be true and not false, misleading or deceptive;

(l) a Member will comply with all applicable laws and regulations with respect to the engagement or employment of workers; and

(m) conduct its business in accordance with acceptable and ethical worker treatment practices.

PART 1 – RECRUITMENT SERVICES

4. Request for Candidates

4.1 From time to time, an Employer will post a request for recruitment services (the Work Order). As part of the Work Order, the Employer will provide:

(a) a position description relating to the candidates it is sourcing from a Recruiter such as an outline of the roles and responsibilities for the position and the preferred work experience and education to carry out the position;

(b) an outline of the Employer, including any benefits that may be offered to a candidate who fills the position; 

(c) the Employer’s terms and conditions with respect to engaging an Employer (the Employer Terms); and

(d) any other information deemed necessary or relevant, (collectively referred to as the Work Order Information).

5. Engagement of Recruiters

5.1 Upon an Employer posting a Work Order, a Recruiter may, at its absolute discretion, apply to undertake and complete the Work Order in accordance with the Work Order Information and:

(a) specify the recruitment fee the Recruiter will charge for completing the Work Order (the Recruitment Fee);

(b) provide the Recruiter terms and conditions with respect to completing the Work Order (the Recruiter Terms); and

(c) any other information deemed necessary or relevant, (collectively referred to as the Work Order Bid) 

5.2 After the Employer has posted the Work Order and have received the Work Order Bid from the Recruiters, the Employer may accept or reject a Work Order Bid with the Recruiters by communicating with them using the Website to finalise Work Order Information and Work Order Bid in writing (the Final Work Order).

5.3 The Employer may then accept or reject a Work Order Bid at its absolute discretion from a Recruiter or several Recruiters. Where a Work Order Bid has been acceptance by the Employer:

(a) the Final Work Order is binding on the Employer and the Recruiter;

(b) the Employer may not withdraw the Final Work Order without consent in writing from the Recruiter;

(c) the Recruiter may not withdraw from completing the Final Work Order without consent in writing from the Employer and TalentVine; and

(d) the Employer is liable to pay the Recruitment Fee where a candidate is engaged or employed by the Employer on the terms and conditions set out in clause 6 and 8 of these Terms.

5.4 Where the Employer or the Recruiter have submitted Employer Terms or Recruiter Terms, then the following applies:

(a) where the Employer Terms are less favourable to the Employer than these Terms, the Employer Terms apply;

(b) where the Recruiter Terms are less favourable to the Recruiter than these Terms, the Recruiter Terms apply; and

(c) where (a) and (b) do not apply, but the Employer Terms and/or the Recruiter Terms are inconsistent with these Terms, then these Terms prevail. An inconsistency will be considered to exist if, regardless of the purpose of the provision, the relevant subject matter or action to be taken is dealt with differently in the Employer Terms or Recruiter Terms and these Terms.

6. Submission of Candidates

6.1 From time to time, an Employer may engage one or more Recruiters for a specific Work Order. The Recruiter agrees that it must not introduce a candidate to the Employer until it has obtained consent from the candidate to apply for a position with the Employer.

6.2 Notwithstanding the above, where one or more Recruiters submit the same candidate to the Employer, and the Employer engages the candidate, the Recruiter who first introduced the candidate to the Employer will receive payment of the Recruitment Fee, subject to the Recruiter’s compliance with 6.1 above. Where the Recruiter did not comply with clause 6.1 above, then the next Recruiter who submitted the candidate to the Employer, and who has complied with clause 6.1, will receive payment of the Recruitment Fee.

6.3 The Employer and Recruiter understand and agree that where a Recruiter has been engaged by an Employer to perform any Work Order, and introduces a candidate to an Employer, that candidate remains associated with that Recruiter for a period of 6-months from the date of the introduction (the Associated Period).

7. Performance of Recruitment Services

7.1 By the Recruiter being engaged to perform the recruitment services (Recruitment Services) in accordance with a Work Order, the Recruiter agrees that it will:

(a) use care, skill and diligence that is expected from another recruiter of the same or similar size to the Recruiter;

(b) comply with the Australian Consumer Law or any other applicable law or regulations and perform the Recruitment Services within a reasonable period of time having consideration to the seniority of the position described in the Work Order; 

(c) allocate sufficient time and resources to the performance of the Recruitment Services; and 

(d) hold all relevant and necessary licences and qualifications to perform the Recruitment Services.

8. Recruitment Fees

8.1 Where an Employer or any of its related body corporates or related entities as defined in the Corporations Act 2001 (Cth) (Related Entity) engages or employs a candidate who has been introduced to it by a Recruiter for any position whether it is in accordance with a Work Order or otherwise during the Associated Period, the Employer must pay the Recruiter the Recruitment Fee.

8.2 The Employer expressly acknowledges and agrees that were a candidate has independently applied for any position with the Employer prior to being introduced to the candidate by the Recruiter, the Employer remains liable to the Recruiter for the Recruitment Fee where the Employer or its Related Entity has engaged the candidate during the Associated Period.

8.3 The proposed recruitment fee is always as a % of base and super. The fee does not include any commission or sign-on incentives for the candidate. This excludes GST and is payable by an employer if a candidate is successfully hired.

8.4 Payment terms are 7 days from the candidate start date.

9. Payment of Recruitment Fees and Service Fee

9.1 Once the Recruiter has placed a candidate with the Employer in accordance with these Terms, the Recruiter will notify TalentVine that the Work Order has been completed, or that the Recruitment Fees are otherwise due and payable by the Employer in accordance with these Terms (the Fee Notice).

9.2 Upon TalentVine receiving the Fee Notice:

(a) the Recruiter appoints TalentVine to act as its agent pursuant to Subdivision 153-B of A New Tax System (Goods and Services Tax) Act 1999 (GST Act) for the sole purpose of any GST consequences in relation to the Recruitment Fees and any other services contained in these Terms;

(b) TalentVine will issue a recipient created tax invoice for and on behalf of the Recruiter in the amount of the Recruitment Fee plus GST (the Tax Invoice);

(c) the Tax Invoice is due and payable within 7 days from issuance on the Employer (unless the Employer Terms or Recruiter Terms specify another date for payment);

(d) upon the Employer making payment of the Tax Invoice, TalentVine will deduct:

(i) Up to 20% (including GST) of the Tax Invoice amount where the Recruitment Fee is for the permanent placement of a candidate; or

(ii) 1.5% (including GST) of the Tax Invoice amount where the Recruitment Fee is for the temporary placement of a candidate, in consideration for payment of the Services provided by TalentVine (the Service Fee); and

(iii) will pay the Recruiter the Recruitment Fee less the Service Fee within 7 days from TalentVine receiving payment of the Recruitment Fee.

10. Additional Recruitment Fees and Service Fee

10.1 From time to time, the Employer may be liable to the Recruiter for additional recruitment fees (the Additional Fees). The Additional Fees will be due and payable where the Employer has engaged a Recruiter to perform the Recruitment Services pursuant to a Work Order for:

(a) the placement of a non-permanent position that is extended beyond the Work Order duration, the Employer is liable to the Recruiter for Additional Fees related to the extension of time (the Extension Fee) calculated as follows:

Recruitment Fee / duration of Work Order placement period in days x [number of days the placement has been extended by the Employer / 365] 

(b) the placement of a non-permanent employee or contractor is converted into a permanent position by the Employer, the Employer is liable to the Recruiter for Additional Fees related to the conversion (the Conversion Fee) calculated as follows:

(c) Where a contract employee that is hired through TalentVine is taken on, on a full-time basis by the employer, a permanent recruitment fee based on the above salary bands is payable in terms of the timeframe that the contractor has already been employed for:

10.2 The Employer is responsible to give written notice to the Recruiter and TalentVine that the Employer has made the decision for the conversions described in clause 10.1 above (collectively referred to as the Conversion) within 10 Business Days from making the decision, and before the Employer has notified the employee or contractor of the conversion (the Conversion Notice). 

10.3 Upon the Employer making the Conversion or TalentVine receiving the Conversion Notice:

(a) TalentVine will issue a recipient created tax invoice for and on behalf of the Recruiter in the amount of the Additional Fees plus GST (the Additional Fee Invoice);

(b) the Additional Fee Invoice is due and payable within 7 days from issuance on the Employer (unless the Employer Terms or Recruiter Terms specify another date for payment);

(c) upon the Employer making payment of the Additional Fee Invoice, TalentVine will deduct its Service Fee from the Additional Fee Invoice; and

(d) will pay the Recruiter the Additional Fee less the Service Fee within 7 days from TalentVine receiving payment of the Additional Fee.

11. Replacement Guarantees

11.1 Each candidate placed into a permanent position pursuant to a Work Order is subject to a replacement guarantee (the Replacement Guarantee), unless the Employer Terms or Recruiter Terms indicate otherwise.

11.2 Subject to compliance with these Terms, if a candidate ceases permanent employment with the Employer within the period of time offered by the recruiter in the Final Work Order (if any) from commencement of such employment (the Guarantee Period), the Recruiter will endeavour to seek a replacement candidate at no additional cost to the Employer. 

11.3 Where the Employer wishes to exercise its right to the Replacement Guarantee, the Employer must give the Recruiter written notice within 5 business days from the cessation of the employee’s employment and provide the Recruiter with written notice of the details as to why the employee is no longer employed by the Employer (the Replacement Notice).

11.4 The Recruiter will provide the Replacement Guarantee where:

(a) the candidate misrepresented his or her qualifications, experience or expertise;

(b) the candidate has bullied, harassed or otherwise discriminated against another individual in the workplace;

(c) the candidate has committed fraud or another criminal offence against the Employer, a client, a customer or another employee;

(d) the candidate has committed serious misconduct or wilful misconduct as defined r 1.07 of the Fair Work Act Regulations 2009 (Cth) or other applicable laws in the jurisdiction of the Employer;

(e) the candidate is incapable or unwilling to perform the role, functions or responsibilities as specified in the position description in the Work Order Information; or

(f) subject to 11.5 below, the candidate, by his or her own volition, decided to terminate his or her employment or engagement.

11.5 Where clause 11.2(f) applies, a Replacement Guarantee does not apply where the candidate has ceased his or her employment or engagement at the initiative of the Employer or where the candidate has left his or her employment due to:

(a) redundancy, restructuring, change of management, company closure or substantial change from the original job description;

(b) the Employer misleading or deceiving the candidate with respect to the nature, scope, longevity, availability or terms or conditions of the employment or is otherwise in contravention of s 31 of the Australian Consumer Law; 

(c) the candidate not being the right ‘cultural fit’ or there was a difference of personalities or conflicting personalities within the Employer’s business;

(d) the Employer changed the role, functions or responsibilities from those specified in the Work Order Information;

(e) the candidate is now employed by or otherwise affiliated with a Related Entity of the Employer;

(f) the candidate was bullied, harassed or otherwise suffered discrimination by the Employer or the Personnel of the Employer;

(g) the Employer has breached any applicable law in relation to the candidate;

(h) the candidate suffers from or has suffered from a disability or mental impairment, illness or injury, or the candidate has died;

(i) the Employer has taken adverse action against the candidate after the candidate has exercised his or her workplace right or otherwise the Employer has contravened Chapter 3 – Division 3 of the Fair Work Act 2009 (Cth); or

(j) where the Recruiter has conducted an investigation into the reasons for the candidate’s cessation of employment or engagement and reasonably determines that any of the grounds set out in (a) to (i) apply.

11.6 Where the Replacement Guarantee applies, and subject to the Employer’s strict compliance with this clause 11 and having made all payments owing under these Terms (or the Employer Terms or the Recruiter Terms (as applicable)):

(a) the Recruiter is provided with exclusively by the Employer to source a replacement candidate;

(b) the replacement candidate is being placed into the identical position that was described in the Work Order Information;

(c) the replacement guarantee only applies to the replacement of the first candidate placed by the Recruiter pursuant to the Final Work Order and not any subsequent replacements; and

(d) the replacement guarantee is none transferrable, nor is there any credit issued, to another position within the Employer’s business that was not described in the Final Work Order.

11.7 Notwithstanding the above, where the candidate has issued a complaint, application, legal action or claim against the Recruiter or the Employer on any of the grounds set out in clause 11.5 or otherwise, the Recruiter may extend the commencement of the Replacement Guarantee (and the exclusivity period in clause 11.6(a)) until a final determination has been made regarding the complaint, application, legal proceedings or claim. 

PART 2 – SUBSCRIPTION SERVICES

12. Purchase

12.1 An Employer may purchase the TalentVine subscription services (the Subscription) via the “Upgrade Subscription” link where it is made available on the dashboard of the Member Account or in accordance with any proposal provided by TalentVine to the Employer (the Proposal). Where TalentVine and the Employer have agreed to a Proposal, the Proposal is to be read in conjunction with these Terms and where is any inconsistency between these Terms and the Proposal, the Proposal shall prevail.

13. Benefits of Subscription

13.1 Depending on the type of Subscription purchased by the Employer, the TalentVine Subscription provides the following benefits: 

(a) the Employer will have the benefit of all of their recruiters, recruiter terms and conditions and recruiter communications being stored in one location;

(b) the Employer will have the benefit of reviewing and monitoring the recruiter process in engaging and sourcing candidates using the Website;

(c) the Employer will benefit from a discounted or varied Service Fee that is more favourable to the Employer;

(d) the Employer can create multiple profiles for their Related Entities or Personnel up to the limit specified in the Proposal (the Profile Limit); and

(e) the Employer will benefit more tailored terms and conditions suitable for the Employer’s needs and requirements as set out in the Proposal.

14. Limitations of the Subscription

14.1 The Employer is granted a revokable, non-transferrable, non-exclusive, worldwide licence to use the Website and the Subscription up to the Profile Limit, in accordance with these Terms and the Proposal for the period of time specified in the Proposal (the Subscription Period). 

15. Payment for Subscription

15.1 Subscription Fees

(a) The Employer will be charged in accordance with the billing terms set out in the Proposal, unless the Employer is notified of a fee change in accordance with “Fee Adjustments” below.

(b) Where the Subscription Period is due to expire, the Subscription Period will automatically renew the same period of time as the Subscription Period (the Renewal Term), and the amount due for the Renewal Term will be due payable on the first day of the Renewal Term in accordance with the billing terms set out in the Proposal. 

15.2 Billing

(a) The Subscription will renew automatically at the end of the Subscription Period (the Billing Date) and at the end of each term thereafter unless and until the Employer gives notice in writing of an intention to terminate the Subscription pursuant to these Terms. If the Employer does not provide TalentVine notice of such intention, the Employer’s credit card will be charged for the renewal term Employer’s Billing Date.

(b) If the Employer’s Billing Date is on the 29th through 31st day of any month, the Employer’s Billing Date for renewals in months with fewer days will fall on the last day of the month. TalentVine may adjust the Employer’s Billing Date in subsequent renewal periods without notice. This will be reflected by a charge to the Employer’s account on a pro-rated basis according to the number of days that have passed since the Billing Date of the Employer’s latest renewal charge. Unless otherwise notified in advance by TalentVine pursuant to the Terms, the renewal charge will be equal to the original purchase price for the Subscription.    

(c) The Employer agrees to pay TalentVine the fees associated with the Subscription. Additional discounts may be available for Members purchasing multiple months up front, as part of certain promotions which may include additional terms and conditions presented with the offer, or where limited by law.

15.3 Notice of Automatic Renewal 

(a) If applicable, TalentVine will send a reminder email to the email address of record for the Employer’s account approximately one week before the Billing Date. 

(b) The Employer acknowledges and agrees that this notice is provided as a courtesy only, and TalentVine is not obligated or required to provide such notice. 

(c) The Employer acknowledges and agrees that (i) the Employer’s failure to read, (ii) inability to receive, or (iii) the failure of TalentVine to send the email does not create any liability on the part of TalentVine or any third-party service provider.

15.4 Fee Adjustments

(a) TalentVine may increase its Subscription fee set out in the Proposal which will become effective the first day of a renewal term by giving the Employer notice of the new fees at least thirty (30) days before the beginning of the renewal term. 

(b) If the Employer does not cancel the Subscription in accordance with these Terms, the Employer will be deemed to have accepted the new fee for that renewal term and any subsequent renewal terms (unless the fees are increased in the same manner for a subsequent renewal term). Reductions in fees become effective on the next renewal term without any pro rata for the period covered under the prior fee schedule.

16. Promotional Trial Memberships

(a) TalentVine sometimes offer certain Members with trial or other promotional memberships, which are subject to these Terms except as otherwise stated in the promotional offers. 

(b) At the completion of a trial membership, unless the Member chooses to cancel the trial membership, your Subscription will renew automatically and the Member’s credit card will be charged to begin your initial term.

PART 3 – GENERAL TERMS

17. Rating and Review

17.1 The Employer may provide rating and submit reviews of the Recruiters, where and if this option is made available to the Employer.  

17.2 These reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any Recruitment Services. 

17.3 TalentVine has no responsibility or liability of any kind for any content or advice you receive from a Recruiter on or through the Website, and any use or reliance on the content or advice is solely at the Employer’s own risk.

17.4 Although TalentVine offers Employers an opportunity to provide a rating and submit reviews of the Recruiters, TalentVine has the absolute right to change, alter or remove a rating or review of a Recruiter. If the Recruiter has a complaint in relation to a rating and/or review made by an Employer, the Recruiter must contact us at support@talentvine.com.au and identify which review or rating the Recruiter wishes to make a complaint about and provide TalentVine with evidence why the Recruiter believes that the rating or review is untrue or should be changed, altered or removed. Upon receipt of the complaint from the Recruiter, TalentVine may, at is absolute discretion, change, alter or remove the review or rating.

18. Refund

18.1 There will be no refund for any Services Fees charged by TalentVine, under any circumstances, including without limitation, where a Member chooses not to proceed with the Services. 

18.2 If a Member is unsatisfied with the Services, the Member may notify TalentVine within 30 days of purchase and TalentVine will attempt to resolve the Member’s concerns. TalentVine, at its sole discretion, may provide a refund of the fee to you. 

19. Confidential Information 

19.1 In this clause, “Confidential Information” means any documents or information created, received or obtained by a Member from or on behalf of another Member or TalentVine. In relation to TalentVine, it also includes all non-public information pertaining to TalentVine’s business (including, without limitation, our pricing information, the identity or participation of specific Members, and any content marked confidential) is Confidential Information.

19.2 By accepting the Terms, you acknowledge and agree that you will not, whilst you are a Member and thereafter, use, disclose, solicit, or misappropriate any Confidential Information, trade secrets, or other proprietary information that belongs to any third-party, except with the prior written consent of that party or as required by law. 

20. Non-Solicitation 

20.1 Non-Solicitation of Recruiters

(a) Where an Employer or its Related Entity or Personnel is introduced to a Recruiter or its Related Entity or Personnel made available through the Website, a Member and each of its Related Entities and Personnel must not, whilst you are a Member and for a period of 12 months after you have ceased to be a Member, either directly or indirectly, without written consent from TalentVine, employ, solicit, or engage or attempt to engage with that Recruiter for the performance of any services, other than via the TalentVine Website. 

(b) For the avoidance of doubt, a Member must use the TalentVine Website and/or Services as the Member’s exclusive method to engage with that Recruiter unless TalentVine agrees otherwise in writing. Under no circumstances will TalentVine grant an Employer the right to employ, solicit or engage the Recruiter without TalentVine receiving its Service Fee with respect to the Recruitment Fees or Additional Fees. 

20.2 Recruiters Continuing Liability

(a) Where an Employer or its Related Entities or Personnel contacts a Recruiter or its Related Entities or Personnel for the engagement of services outside the TalentVine Website, the Recruiter and its Related Entities and Personnel must not, whilst the Recruiter is a Member and for a period of 12 months after it has ceased to be a Member, either directly or indirectly, without written consent from TalentVine, solicit, entice or be engaged by the Employer or its Related Entities or Personnel to performance of any services, other than via the TalentVine Website. 

(b) In the event the Recruiter or its Related Entities or Personnel retains or performs services to the Employer its Related Entities or its Personnel outside the Website, the Recruiter acknowledges and agrees that it is liable to TalentVine for the equivalent of 20% (less GST and disbursements) of all services rendered by the Recruiter to the Employer during the abovementioned period of 12 months. 

20.3 Right to Inspect

(a) For the avoidance of doubt, the Employer and Recruiter must use the Website and/or Services as their exclusive method to engage with that Recruiter or Employer unless TalentVine agrees otherwise in writing. 

(b) Both the Recruiter and the Employer grant TalentVine the right to examine the books, accounts and records at such reasonable times as may be requested by TalentVine to ascertain whether the Recruiter or the Employer are in breach of this clause 20.

(c) The Members acknowledge and agree that this clause 20 is fair and reasonable under the circumstances and these restraints are reasonably necessary to protect TalentVine’s business interests as it has expended significant resources in advertising, marketing and staffing to make its Services possible.

21. Website Content

21.1 User content

(a) In this clause, “User Content” means any and all information and content that an Employer, Recruiter or their Personnel or visitor of the Website, submits to or uses with the Website. 

(b) TalentVine does not claim ownership of your User Content. TalentVine makes no guarantees about the User Content and TalentVine does not endorse or accept any responsibility for the User Content.

(c) You are solely responsible for your User Content. You assume all risks associated with the use of your User Content, including any reliance on its accuracy or completeness. 

(d) You represent and warrant that your User Content does not violate any third party licenses. 

(e) You grant to TalentVine and its successors an irrevocable, non-exclusive, transferrable, perpetual, royalty-free, worldwide license to broadcast, republish, up-load to a third party, transmit, post, distribute, publicly display, and otherwise use and exploit your de-identifiable User Content. You hereby irrevocably waive any claims and assertions of moral rights with respect to your User Content. 

(f) TalentVine reserves the right to review, remove or amend any User Content, but TalentVine does not have the legal obligation to do so. 

21.2 Third Party Website

(a) TalentVine works with a number of partners and affiliates whose websites are linked with TalentVine and are controlled by parties other than TalentVine (each a “Third Party Website“). 

(b) TalentVine is not responsible for and does not endorse or accept any responsibility for the availability, contents, products, services or use of any Third Party Website, any website accessed from a Third Party Website or any changes or updates to such sites. TalentVine makes no guarantees about the content or quality of the products or services provided by such sites. If you have purchased a package that includes any Third Party Services, the third party may contact you by email and/or phone with instructions on how to access your benefits.  You may be required to accept additional terms located on the Third Party Website.

(c) Certain services made available on the TalentVine Website are delivered by third parties. By using any product, service, or functionality originating from the TalentVine Website, you are allowing TalentVine to share information with any third party with whom TalentVine has a pertinent contractual relationship – any information necessary to facilitate its provisions of products, services, or functionality to you.

22. Copyright and Intellectual Property

22.1 The Website, the Services and all of the related products of TalentVine are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the content and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) (the “Content”) are owned or controlled for these purposes, and are reserved by TalentVine or its contributors.

22.2 TalentVine retains all rights, title and interest (including copyrights, patents and trade marks) in and to the Website, Services, products and all related content therein. Unless otherwise indicated, these Terms do not transfer to you any TalentVine or third party’s right, title, and interest in copyrights, patents and trade marks.

22.3 You may not, without the prior written permission of TalentVine and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content or third party content for any purpose. This prohibition does not extend to materials on the Website which are freely available for re-use or are in the public domain.

23. General Disclaimer 

23.1 Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.  

(a) If you are not a Consumer (under the Australian Consumer Law), you agree that TalentVine and its Members have no direct or indirect liability (including in negligence) to you in any way related to your use of the Website. 

(b) If you are a Consumer (under the Australian Consumer Law), TalentVine and its Members limit all direct and indirect liability (including in negligence) to you to the Consumer Guarantees under the Australian Consumer Law.

(c) Where there is a breach of the Consumer Guarantees, then to the maximum extent permitted by law, TalentVine and its Member’s liability to you is limited to the resupply of the services or payment of the cost of re-supplying the services. 

23.2 Subject to this clause 23, and to the extent permitted by law:

(a) TalentVine and each of its Members exclude all representations, warranties or guarantees, whether express or implied, by statute, trade or otherwise; and

(b) TalentVine and each of its Members will not be liable for any liabilities, claims, costs and expenses (including legal costs), damage or injury or any special, direct, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with any services or these Terms (including as a result of not being able to use the Services or the late supply of the Services or Recruitment Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise. 

23.3 Use of the Website and the Services is at your own risk. Everything in relation to the Website and the Services are provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of TalentVine make any express or implied representation or warranty about its Content or any products or Services (including the products or services of TalentVine) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following: 

(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records; 

(b) the accuracy, suitability or currency of any information on the Website, the Service, or any of its Content related products (including third party material and advertisements on the Website);

(c) costs incurred as a result of you using the Website, the Services or any of the products of TalentVine;

(d) the content or operation in respect to links which are provided for your convenience; or

(e) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.

24. Limitation of Liability 

24.1 TalentVine and each of its Member’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the services purchased by you by the particular respondent or wrongdoer during the previous 3 months from the date of the act or omission occurring that has given rise to the claim specified above.

24.2 You expressly understand and agree that TalentVine, its affiliates, employees, agents, contributors, third party content providers, Members and licensors shall not liable to you for any loss or damage, or for any direct, indirect, incidental, special, consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

24.3 TalentVine is not responsible or liable in any manner for any content posted on the Website or in connection with the Services, whether posted by the Employer or by the Recruiter or by any other third parties.

24.4 TalentVine does not control and is not responsible for the behaviours and actions of its Members, their comments, posts or information that they upload. Accordingly, TalentVine is not responsible for any offensive, inappropriate, obscene or unlawful content or actions that you may encounter on the Website or in connection with your use of the Services.

24.5 TalentVine is not a recruitment agency, is not engaging in recruitment services and does not offer any recruitment services. 

24.6 Any use of the Services offered by TalentVine is not intended to, and does not, create a recruiter-client relationship. TalentVine is not liable for the actions or omissions of any Recruiters performing services to you.

24.7 TalentVine is not a recruiter referral service. TalentVine does not select or endorse any individual Recruiter. While TalentVine uses commercially reasonable efforts to verify that the Recruiters, it does not make any warranty, guarantee, or representation as to the legal ability, competence, quality or qualifications of any Recruiters. TalentVine encourages you to make all necessary enquiries and satisfy yourself as to whether the Recruiter meets your requirements and objectives.

24.8 You understand that we are not a party to and will not have any liability with respect to your work or engagement with the Recruiters. Any claims you have arising out of any services obtained from a Recruiter is to be brought against the Recruiter not TalentVine and you indemnify TalentVine from all claims, suits, demands and legal actions arising from any and all disputes between an Employer and a Recruiter. 

24.9 TalentVine will have no liability for any failure or delay due to matters beyond our reasonable control. 

25. Indemnity

25.1 You agree to indemnify TalentVine and its officers, directors, employees, sublicensees, agents, affiliates, successors and assigns from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including, without limitation Recruiters’ fees and court costs) which arise out of or relate to your use of the Website and/or Services, including but is not limited to: 

(a) any misuse of the Website or Services by you, including and without limitation, any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you;

(b) any act or omission (including negligent acts or omissions) of a Member in the performance or purported performance of any services;

(c) your breach of the Terms;

(d) the use of any intellectual property created in respect of the services not contemplated by the Terms or as a consequence of a breach of the Terms; or

(e) any activity which you engage on or through TalentVine.

25.2 This indemnity will survive termination of the Terms.

26. Termination 

26.1 Termination of the Services other than the Subscription

(a) Either you or us may terminate the Terms or close the Member Account at any time for any reason by email.

(b) Where your Member Account has been inactive for 6 months or more, TalentVine may terminate these Terms and close your Member Account. 

26.2 If you want to terminate the Terms, you may do so by:

(a) providing TalentVine with 14 days’ notice of your intention to terminate; and

(b) closing your accounts for all of the Services that you use, where TalentVine has made this option available to you.

26.3 TalentVine may, at any time, for any reasons, terminate your access to all or any part of the Website or Services, with or without notice. 

26.4 Your elected termination will be effective upon receipt of the notice of your intention to terminate by TalentVine. 

26.5 Termination of the Subscription

(a) If payment is not made on the Billing Date, as described above, you will have until the 1-month anniversary of your Billing Date to correct the credit card information on file and post a payment to your account. If after the expiration of this grace period you have not made any payment on your Subscription, your non-payment may result in downgrade or suspension of service and subsequent termination of your Subscription.

(b) Your right to use a Subscription is subject to any limits established by TalentVine, including those set out in the Proposal. If payment cannot be charged to your credit card or your charge is returned for any reason, including through a chargeback, TalentVine reserves the right, in its sole and absolute discretion, to downgrade, suspend or terminate your access and account, thereby terminating these Terms and all obligations of TalentVine hereunder. If a charge made to your credit card is declined, TalentVine may make up to 5 attempts to bill that card over a 30 day period.

(c) If you wish to reactivate your account after such termination, there will be no setup or reactivation fees within 90 days from the termination; provided, however, accounts terminated for non-payment will be reactivated only on receipt of the full amount past due and a written request to reinstate the account. When an expired account is reactivated, the new term begins on the date of reactivation.

(d) Termination of your relationship with TalentVine Service does not affect your relationship with any Recruiters you have retained through the TalentVine Website. All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the TalentVine relationship.

(e) All provisions of these Terms which by their nature should survive termination will survive termination, including, without limitation, confidentiality, non-solicitation, disclaimer, limitation of liability and indemnity.

(f) When these Terms come to an end, all of the legal rights, obligations and liabilities that a Member and/or TalentVine have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.

27. Dispute Resolution 

27.1 If a dispute arises between the Members, you agree to deal with the disputes pursuant to the dispute resolution procedures specified in Employer Terms or Recruiter Terms (as applicable). 

27.2 Where a Member has a dispute with TalentVine, then you agree to comply with the following:  

(a) Either party may not commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

(b) A party to this Contract claiming a dispute (the Dispute) has arisen under the terms of this Contract, must give written notice to the other party detailing the nature of the Dispute, the desired outcome and the action required to settle the Dispute (the Notice).

(c) On receipt of the Notice by the other party, the parties to the Terms (the Parties) must within 7 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.

(d) If for any reason whatsoever, 21 days after the date of the Notice, the Dispute has not been resolved the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Australian Dispute Centre (as superseded or replaced) in Brisbane, Queensland.

(e) It is agreed that mediation will be held by audio-visual link in Brisbane, Queensland.

(f) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.

(g) All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as “without prejudice” negotiations.

(h) If 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either party may ask the mediator to terminate the mediation and the mediator must do so.

(i) In the event that the Dispute is not resolved at the conclusion of the mediation, either party may institute legal proceedings concerning the subject matter of the Dispute thereafter.

28. Notice

Except as otherwise provided herein, all notices and other communications to you hereunder shall be in writing or displayed electronically in the Services by the provider thereof. Notices to you shall be deemed to have been properly given on the date posted, if posted; on the date first made available, if displayed in the Services; or on the date received, if delivered in any other manner. Notices to us should be sent to our account representative.

29. Relationship

Nothing in this contract is intended to create a partnership, joint venture, agency or employment relationship with a Member.

30. Governing Law regarding disputes with TalentVine in Australia 

(a) Where a Member has a dispute with TalentVine and the Member is situated in Australia, these Terms are governed by the laws of Queensland.  Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Queensland, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

(b) In the event of any dispute arising out of or in relation to the Website or the Services offered by TalentVine, you agree that the exclusive venue for resolving any dispute shall be in the courts of Queensland, Australia and the venue shall be Brisbane Australia.

31. Governing Law regarding disputes with TalentVine outside of Australia 

(a) In the event that the Dispute is not resolved at the conclusion of the mediation and the Member is situated outside of Australia, the parties to the Dispute must refer the Dispute to the Australian Centre for International Commercial Arbitration (ACICA) and be resolved by arbitration in accordance with ACICA Arbitration Rules. The seat of arbitration will be Brisbane, Australia. The language of the arbitration will be English. 

(b) The parties are equally liable for the fees and reasonable expenses of the arbitrator and the cost of the venue of the arbitration and without limited the foregoing, undertake to pay any amounts requested by the arbitrator as a pre-condition to the arbitration commencing. The parties must each pay their own costs.

(c) Any arbitration under these terms will be on an individual basis and no class or representative actions are permitted under these terms. By agreeing to these Terms, you waive the right to a trial in a Court, and a trial by jury and waive your right to a class or representative action. Notwithstanding this clause, a party to these Terms have a right to issue legal proceedings in a court of competent jurisdiction for injunctive or equitable relief, pending a final decision by an arbitrator.

(d) This clause may be used as a complete bar to proceedings in Court, and TalentVine may rely upon the mandatory laws enacted in your local jurisdiction implemented in accordance with the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958.

32. Governing Law regarding disputes with Members

Where a Member has a dispute with another Member, these Terms are governed by the laws where the Employer’s registered office is situated.  Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of the State or Territory of where the Employer’s registered office is situated, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

33. Entire Agreement 

The terms constitute the entire agreement between the parties concerning the subject matter of the agreement and supersede all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties.

34. Severance

The Terms will be enforced to the fullest extent permitted by applicable law. If any part of the Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.

35. Waiver

35.1 A waiver of any right, power or remedy under this Agreement must be in writing signed by the party granting it. 

35.2 A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

35.3 The fact that a party fails to do, or delays in doing, something the party is entitled to do under this Agreement does not amount to a waiver.

36. Assignment

36.1 You may not assign your rights or delegate your duties under these General Terms and Conditions or any Additional Terms without our prior written consent. 

36.2 A purported assignment without written consent will be deemed to be void and convey no rights. 

37. Limitation of action

You agree that any cause of action related to or arising out of your relationship with TalentVine must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

38. Non-disclosure

38.1 Neither party will disclose to any third party details of this agreement or any of the negotiations undertaken in relation to this agreement without the prior written consent of the other.

39. Modern Slavery

TalentVine is committed to preventing modern slavery and human trafficking in all its forms. We strive to uphold ethical business practices and ensure that our operations and supply chains are free from any form of forced labour, slavery, or human trafficking. By using our platform and services, you agree to comply with this Modern Slavery Clause, which is incorporated into TalentVine’s Terms and Conditions.

39.1 Prohibition of Modern Slavery: TalentVine strictly prohibits the use of forced labour, modern slavery, and human trafficking in any part of our operations, including our supply chains. This applies to all individuals, businesses, and organisations that engage with TalentVine.

39.2 Supplier Due Diligence: TalentVine conducts thorough due diligence on our suppliers and partners to ensure their commitment to eradicating modern slavery. We expect our suppliers to adhere to the same high standards and take steps to prevent modern slavery within their own operations.

39.3 Reporting Suspected Violations: We encourage all users of TalentVine’s platform to promptly report any suspected violations of this Modern Slavery Clause. If you become aware of any practices that may involve modern slavery or human trafficking, please report it immediately to TalentVine’s designated contact or through our reporting channels.

39.4 Compliance Verification: TalentVine reserves the right to verify compliance with this Modern Slavery Clause by conducting audits, assessments, or other appropriate measures. Users may be requested to provide relevant documentation and information to ensure compliance with our anti-slavery and human trafficking policies.

39.5 Non-Compliance Consequences: Failure to comply with this Modern Slavery Clause may result in the termination of your account and access to TalentVine’s platform and services. TalentVine may also take legal action, where necessary, to address any violations of this clause.

39.6 Continuous Improvement: TalentVine is committed to continuously improving our practices to prevent modern slavery and human trafficking. We will regularly review and update our policies, procedures, and training to ensure their effectiveness in addressing these issues.

By using TalentVine’s platform and services, you acknowledge and agree to comply with this Modern Slavery Clause. TalentVine reserves the right to update or modify this clause as needed to reflect changes in legislation, industry standards, or our own business practices.