ANYGOOD? TERMS AND CONDITIONS OF WEBSITE AND PLATFORM USE FOR NETWORK MEMBERS
These terms and conditions (“Terms and Conditions”) govern your use of the AnyGood? Platform (“Platform”), AnyGood? website (www.anygood.com) (“Website”) and your relationship with Stride Consultants Limited T/A AnyGood?, incorporated and registered in England and Wales with company number 09712536 whose registered office is at 3 Waterhouse Square, 138 Holborn, London, EC1N 2SW (“ANYGOOD?”, “we”, “us”). Please read these Terms and Conditions carefully before using our Platform and Website.
What these terms cover. These are the terms and conditions on which we supply our service to you and govern your use of our Platform and Website which includes accessing, browsing or registering to use our Platform. For the avoidance of doubt, reference to Platform includes:
(a) the online platform developed and owned by AnyGood? (https://app.anygood.com), which enables employers looking to recruit to share roles with a network of experts who then recommend candidates for roles, and
(b) the mobile device application of such online platform suitable for Android and iOS mobile operating systems. Why you should read them. By accessing or using our Platform, you agree to be bound by these Terms and Conditions. Please read these terms carefully before you use the Website or Platform or become a network member (“Member” or “you”) and create an account with us (“Registration”).
These terms tell you who we are, how we will provide services to you, how you and we may change or end the agreement, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
If you do not agree with any of the provisions of these Terms and Conditions, you must not use our Platform and Website.
Who we are. We are AnyGood? a company registered in England and Wales with company number and registration office address as set out at the beginning of these Terms and Conditions.
How to contact us. You can contact us by writing to us at firstname.lastname@example.org.
How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us upon Registration.
3.2 Clients will post job vacancies, via the Platform, to allow you to recommend suitable Candidates.
4.1 On registration, you are invited to provide us with the following information, which may include:
4.2 You agree that we cannot proceed with making any payments that may be owed to you by us under these Terms and Conditions if you do not provide us with the required information set out above or as requested from time to time.
4.3 You agree that you will maintain and update your profile and contact details on a regular basis and will inform us promptly of any changes to your information on the Platform.
4.4 You agree that the use of the Platform is at our absolute discretion, and we are not obliged to provide any services to you.
4.5 Your request for Registration constitutes an offer by you to make referrals to us in accordance with these Terms and Conditions. Such offer shall be deemed to be accepted when you receive communication from us that your Registration is accepted and your Platform account is creates, on which date the contract shall come into existence (“Contract”) and these Terms and Conditions shall then apply to such Contract.
5.1 When making a Candidate Referral, you are providing your personal recommendation for a Candidate, who you believe is suitable for a job vacancy, located on the Website.
5.2 You must state why you are personally referring the Candidate and how they are tailored for the job vacancy.
5.3 We will review the Candidate’s details and your personal recommendation and, at our discretion, we will submit the Candidate details to the Client.
5.4 We act as a platform and introducing service only. For the avoidance of doubt;
5.5 You agree that all job vacancies on the Platform are to be kept confidential by you and shall constitute Confidential Information (as defined below) and that you shall not share them with third parties (including a Candidate) outside the scope of the Platform.
5.6 All Candidate referrals are Confidential Information.
6.1 When you are making a Business Referral or a Member Referral, you may do so via the Website. If, as a result of your Business Referral the corporate business becomes a client of AnyGood? (and we do not have any pre-existing relationship with the corporate business), within our discretion and for a fixed twelve month period, commencing on the date the Client registers to use the Platform, we will reward you a fee to be agreed in writing between the parties for each Candidate who has been given an offer by the new Client and has accepted it via the Platform. This reward will terminate at the end of the fixed twelve month period. If the parties cannot reach an agreement with regards to the level of the fees within fifteen (15) days from the day we propose a fee to you, you will be deemed to have accepted our highest offer for payment in relation to the Business Referral in question.
7.1 Further, you agree that any information you provide to us to be posted on the Platform regarding a Candidate may be altered or removed by us at our discretion if it does not meet our minimum content standards as found in our Acceptable Use Policy which can be found at http://anygood.com/acceptable-use-policy/ .
7.2 Upon Registration, you/your employees/agents will be provided with a username and password. You agree to keep this password and user name confidential and not to disclose or share it with anyone. If you know or suspect that someone else knows your password you should notify us by immediately contacting us on the email address listed above. If you have any reason to believe that there is likely to be a breach of security or misuse of our Website, we may require you to change your password or suspend your account.
7.3 You agree that you will not, without our prior written consent, be involved under any capacity or communicate with a Client directly regarding a Candidate.
7.4 You agree that you will promptly report to us any unsolicited contact (or attempted contact) made by a Client to you during the term of this Contract.
8.1 We will not charge you for registering as a Member or making a Candidate Referral, Business Referral or Member Referral.
8.2 If a Client recruits a Candidate or a Member that you have personally recommended/introduced to us, we will pay you a fee the value of which will be set by us (with the basis of the calculation displayed on our Website and the member dashboard on our Platform). However, if a Candidate receives multiple recommendations, at our discretion, we will pay the fee to the Member who provided the first recommendation.
9.1 You are not permitted to use any AnyGood? confidential information relating to AnyGood?, either during the Registration or any after termination of your Registration (howsoever arising);
9.2 The restriction in clause 10.1 does not apply to any Confidential Information which is or comes into the public domain other than through the Member’s unauthorised disclosure.
10. DATA PROTECTION COMPLIANCE
To the extent that any data or information belonging to the Candidate is personal data within the meaning of the Data Protection Act 1998:
(a) You will process such data and information only in accordance with AnyGood?’s terms and conditions;
(b) You will not transmit such data and information to a country or territory outside the European Economic Area without the Candidate's prior express written consent; and
(c) You will take such technical and organisational measures against unauthorised or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as appropriate.
11.1 For every successful Candidate placement as a result of your recommendation, at our discretion you will receive a network share, entitling you to a share in our incentive payment pool (a percentage of the annual net profits of AnyGood?), the amount to be agreed in writing by AnyGood? (“Network Share”). The Network Share, will be paid on a discretionary basis and, provided that AnyGood? has made a positive net profit at the end of a financial year, will accrue and mature on an annual basis commencing at the end of 2018 (AnyGood?’s end of financial year) based on each successful placement, as a result of your recommendation. For the avoidance of doubt, reference to Network Shares does not mean shares or options to shares in the share capital of AnyGood?.
11.2 You have the option of redeeming the matured Network Shares at any time by giving written notice to us.
11.3 You do not have an automatic right to a Network Share and we may at our absolute discretion refuse to honour a Network Share if we believe it is appropriate to do so.
11.4 We reserve the right to establish different categories of Network Shares which may be made available to Members. We will endeavour to publish any such amendments in a revised version of these Terms and Conditions on the Website promptly after any such amendments have been made.
11.5 The Network Shares are non-transferable, they expire on termination of the Member’s AnyGood? membership or on death, whichever is sooner. The expired Network Shares will be redistributed into the incentive payment pool.
These Terms and Conditions refer to the following additional terms, which also apply to your use of our Website and Platform:
13.1 We may update and change our Platform from time to time to reflect changes to our services, our users' needs and our business priorities.
13.2 We do not guarantee that our Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Platform or Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
13.3 You are also responsible for ensuring that all persons who access our Platform through your internet connection are aware of these Terms and Conditions and other applicable terms and conditions as per clause 12 above, and that they comply with them.
14.1 We are the owner or the licensee of all intellectual property rights in our platform, and in the material published on it. This includes any photographs, articles and any trademarks or brand rights and any other works which are protected by laws and treaties around the world. All of our intellectual property rights are reserved.
14.2 Any materials or information that we supply or provide you with through our Platform are for your personal use and should not be distributed or copied without our prior permission. You must not use any part of the content or materials on our platform for any purposes without obtaining a licence to do so from us or our licensors.
14.3 If you print, copy or download any part of our Platform in breach of these Terms and Conditions, your right to use our Website and Platform will cease immediately and you must, at our request, return or destroy any copies of the materials you have made.
14.4 Where you supply any materials to us or upload any materials (including text, photographs and videos) you grant us a perpetual, worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform those materials in connection with our Website and Platform and the promotion of AnyGood? and our services. We may also share any such materials with third parties for the same purpose.
15.1 Reference to intellectual property rights shall include: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world (“Intellectual Property Rights”).
15.2 You acknowledge that all Intellectual Property Rights in the Platform and arising out of or in connection with the services (other than Intellectual Property Rights provided by you) shall be owned by AnyGood?.
15.3 AnyGood? grants the Member, a non-exclusive, royalty-free, licence during the term of the Contract to use the Platform in accordance with these Terms and Conditions.
15.4 The Member shall not sub-license, assign or otherwise transfer the rights granted in clause 15.3.
15.5 The Member shall notify AnyGood? in writing as soon as it becomes aware of an infringement of AnyGood?’s Intellectual Property Rights by the Member or a third party and shall not act on behalf of AnyGood? without its written approval. The Member shall indemnify AnyGood? against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs) suffered or incurred by AnyGood? arising out of or in connection with any breach of this clause 15 and any third party claims pursuant to this clause 15.5. The Member grants AnyGood? a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform the Member’s Intellectual Property rights on a worldwide basis during the term of the Contract for the purposes of providing the services under the Contract to the Member.
15.6 You consent that AnyGood? may use your Intellectual Property Rights in connection with our Website, Platform for the promotion of AnyGood? and our services. We may also share any such materials with third parties for the same purpose. You may withdraw such consent at any time during the Contract with a written notification to us.
16.1 In this Contract, we do not exclude or limit in any way our liability to you where it would be illegal to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
16.2 Subject to clause 16.1, we shall not in any circumstances have any liability for any losses or damages which may be suffered by you, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within the following categories: (i) special damage, (ii) loss of profits, (iii) loss of anticipated savings, (iv) loss of business opportunity, (v) loss of goodwill, (vi) loss of corruption of data.
16.3 We shall not be liable for the suitability or performance of each Candidate for the specific job vacancy published by a Client on the Platform and shall not accept any liability for recommendations of Candidates made by you.
16.4 If we fail to comply with these Terms and Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any other loss or damage.
16.5 Subject to clause 16.1, our total liability to you shall not exceed 100% of the latest fee paid by us to you.
16.6 This clause 16 shall survive termination of the Contract.
18.1 Without affecting any other right or remedy available to it, either party may terminate the Contract without cause by giving a 1 day written notice in the following way:
18.2 We may suspend or cancel your registration immediately and without notice to you at our discretion (acting reasonably) or if you breach any of your obligations under these Terms and Conditions.
18.3 In the event of termination by us, you will have no entitlement to any outstanding fees or rewards under the Reward Share plan after the date of termination (whether or not the referral giving rise to the reward occurred before the breach giving rise to the termination).
18.4 Subject to clause 18.3, termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
18.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
The Member shall indemnify AnyGood? against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by AnyGood? arising out of or in connection with the provision of the Candidate Referral, Business Referral or Member Referral, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Member.
20.1 Interpretation. A reference to ‘writing’ or ‘written’ includes email.
20.2 Force Majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
20.3 Assignment. Neither party may at any time assign, transfer, sub-licence, novate any rights and obligations under this Contract without the prior written consent of the other party.
20.4 Variation. Except as set out in these Terms and Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties
20.5 .Nobody else has any rights under this agreement. This agreement is between you and us. No other person shall have any rights to enforce any of its terms.
20.6 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
20.7 No partnership or agency. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party, the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
20.8 Entire agreement. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. These Terms and Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
20.9 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
20.10 Governing Law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
20.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).