By entering our website and using Intalex.com (the “Site”) you expressly confirm acceptance of these Terms of Use.

Background:

Intalex is a recruiter technology platform that connects recruitment agencies globally. Our site enables both acquiring firms (each a “Buyer”) and source firms (each a “Seller”) to: (i) find best-fit candidates from a global talent pool for a specific role at the volumes required; and (ii) put candidates forward and represent them for a role that another recruiter is seeking to fill.

Representations & Warranties:

By your use of the Site you represent and warrant to Intalex that: (i) your agency holds a valid recruitment agency licence, or equivalent, where such legislation applies in your jurisdiction; (ii) that candidates you put forward for jobs on Intalex have your express permission to do so and have consented to you to sharing their personal information

Agency Acknowledgments:

By your use of the Site you acknowledge and agree that: (i) only one agency can represent a candidate at any one time and that Intalex operates a “first past the post” system in that regard for which purpose we systematically timestamp and log all transactions in their entirety; (ii) in order for an agency to gain access to the Site it must become a certified member and Intalex shall be authorised to conduct due diligence enquiries in respect of any applicant agency.

Certification Fees:

By your use of the Site you acknowledge and agree that the fees payable for certified membership are EUR 500 per annum per office payable on completion of the first hire in the system (and subject to adjustment from time to time). For each additional office a fee of Euro 250 per annum will apply, payable on completion of the first hire in the system.

Candidate Process / Fees:

By your use of the Site you acknowledge and agree that: (i) all steps in the recruitment process for a candidate must be logged via the Site by the Buyer and Seller; (ii) a Seller shall indicate the anticipated salary level and expected fee level (the “Seller's Fee”) and when a candidate is hired the actual salary and fee must be confirmed by the Seller; (iii) the Buyer retains its portion of the agency fees (the “Buyer's Fee”) and then transfers the Seller's Fee together with the fees payable to Intalex for use of the Site; (iv) transactional fees of 2% of agreed salary per position filled (with €1,000 minimum fee) shall apply(the “Intalex Fee”); (v) the Seller’s Fee and Intalex Fee are due 30 days post job start date; (vi) Seller’s Fee is paid by Intalex 90 days after the commencement date of the candidate; (vii) if a candidate fails to remain in their role for a minimum period of 90 days Intalex shall provide a proportional credit of the Seller’s Fee to the Buyer; (viii) the Intalex Fee shall not be refundable; (ix) in circumstances where a Seller submits a candidate for a particular role and the candidate is unsuccessful in securing that particular role but subsequently (within a 12 month period following the initial application) the Buyer secures an alternative role for the candidate, then the Seller who originally submitted the candidate shall be entitled to the Seller’s Fee; and (x) Intalex reserves the right to request each Seller and Buyer (at the discretion of Intalex) to provide such details as Intalex may request to ensure compliance with the above terms.

Privacy etc:

Your use of the Site is governed by the Intalex Privacy Policy www.intalex.com/privacy-policy and Cookies Policy www.intalex.com/cookies-policy (the “Policies”). You agree not to transmit, post, distribute, store or destroy material, in violation of any applicable law or regulation, including but not limited to laws or regulations governing the collection, processing, or transfer of personal information, or in breach of the Policies.

Registration and Security:

Registration as a user of the Site (a “User”) or Intalex’s services (“Services”) shall be at the sole discretion of Intalex. As part of the registration process, Intalex will require you to set up a user name and password (the “Password”). You agree to comply with the procedures specified by Intalex from time to time regarding obtaining and updating Passwords for the Site and Services and you agree to assume sole responsibility for the security of Passwords issued to you. Accounts are subject to cancellation or suspension by Intalex at any time, including upon the misuse of any and the reissuance or reactivation of Passwords.

Content and Information:

You acknowledge that you are responsible for the information and material that you submit, publish or display on the Site (each a "Post"), and that you, and not Intalex, will have full responsibility for each such Post, including its legality, reliability, appropriateness, originality and copyright. Unless otherwise explicitly stated herein or in the Policies, you agree that any Post provided by you is provided on a non-proprietary and non-confidential basis and Intalex shall have an unrestricted right to use and disseminate any such Post. You agree that the applicable fees payable in connection with use of the Site and details of the volume of transactions conducted on the Site shall be and remain confidential information and proprietary to Intalex.

Restrictions on Use:

In your use of the Site, you agree not to: (i) use any device to navigate or search the Site other than the tools available on the Site, generally available third party web browsers, or other tools approved by Intalex; (ii) use any data mining, robots or similar data gathering or extraction methods; (iii) post content or take any other action on the Site that infringes or violates any persons rights or applicable law (iii) make any approach to a candidate that was introduced to you by another User for any reason for a period of at least twelve months from the point of initial introduction. Failure to adhere to this provision will entitle the User who made the initial introduction of this candidate to the Seller’s share of the fee from that placement.

Intellectual Property:

The trademarks, service marks, brands, names, logos and designs or other proprietary materials (“Materials”) of Intalex or others used on the Site and in the Services are the property of Intalex or their respective owners. You may not use, remove or alter any Materials other than as provided in these Terms of Use. The Site may provide links to other websites or resources over which Intalex does not have control and such links do not constitute an endorsement (or assumption of responsibility) by Intalex of those websites or resources.

Indemnification:

You agree to defend, indemnify and hold harmless Intalex and its affiliates, representatives, partners, agents and employees from and against any and all liabilities, claims, costs and expenses (including attorneys' fees) that arise out of or in connection with your use of the Site and/or the Services or breach of these Terms of Use.

Disclaimer of Warranty:

You acknowledge and agree that this Site and/or the Services may include certain errors, omissions, outdated information which may affect the quality of the Materials and that the Site is provided to you on an “as is” basis, without representations or warranties express or implied, statutory or otherwise. You acknowledge that the Materials have not been independently verified or authenticated in whole or in part by Intalex, and agree that Intalex does not warrant the accuracy or timeliness of the Materials and further agree that Intalex has no liability for any errors or omissions in the Materials, whether provided by Intalex or its licensors.

Limitation of Liability:

Neither Intalex nor any of its partners, agents, affiliates, third party providers or content providers shall be liable to you or any third party for any form of damages (including, without limitation, direct, indirect, incidental, special or consequential damages) arising out of or related to the use or attempted use of the site or the services, including but not limited to, the results of your use of the site and/or the services, or any external web sites linked to this site, or the materials on the site, however arising, whether for breach or in tort, even if Intalex was informed of the possibility of such damages.

Termination:

If you breach these Terms of Use, or otherwise create risk or possible legal exposure for Intalex, we can terminate your membership of the Site. We will notify you by email or at the next time you attempt to access your account. You may also delete your account or disable your membership at any time on 30 days’ notice to Intalex but no pro rata refund of certification fees shall apply.

General:

(i) The invalidity or unenforceability of any provision (in whole or part) of these terms and conditions shall not affect the validity or enforceability of the remaining provisions (in whole or part). (ii) These Terms of Use represent the entire agreement between Intalex and you, are personal to you and not assignable. (iii) Any failure by Intalex to enforce any of these Terms of Use shall not be considered to be a waiver of them or the right to subsequently enforce any of these Terms of Use. (iv) Irrespective of the country from which you access or use the Site, your use of the Site is governed in accordance with the laws of Ireland and subject to the exclusive jurisdiction of the courts of Ireland.