TERMS AND CONDITIONS
1.1 www.thetalentmanager.co.uk (the “Site") is operated by DV Talent Limited which is registered in England and Wales with the registered number 4460732 and has its registered office at 21 Bedford Square, London, WC1B 3HH. All references to "www.thetalentmanager.co.uk", "the Talent Manager" or to "DV Talent" within these terms and conditions (the “Talent Manager Terms and Conditions” or “Terms and Conditions”) shall mean DV Talent Limited
1.3 We reserve the right to change any term or condition of the User Agreement at any time. Changes will take effect when posted on the Site. Whilst we will endeavour (but do not undertake) to inform users of any substantive changes, your continued use of the Site and/ or Services after such changes have taken effect will be deemed acceptance by you of the amended User Agreement.
2.1 The Site is an online platform, providing search and recruitment services ("the Services") to individual freelance personnel looking for work ("Individuals"), corporate entities looking to supply services or facilities ("Suppliers") and corporate entities looking to hire the services of Individuals or the services or facilities of Suppliers ("Hirers") in the content production sector (the "Industry"). The Site will also be a source of news and information about the Industry.
2.2 Individuals, Hirers and/ or Suppliers (as applicable) will be able to take out a Pro Member Account in order to access certain Services which offer enhanced functionality ("Premium Services"). Some Services may not be available when the Site launches but may be added at a later date.
2.3 Use of the Site:
Individuals can use the Site to upload their own CV, create their own profile, and advertise their services.
Suppliers can use the Site to advertise and tender their services or facilities.
Hirers can use the Site to access Individuals’ CVs and profiles; advertise jobs; search and recruit for potential applicants; arrange a tender process for the provision of services and/or facilities from Suppliers and to create their own individual database (s) of specific Individuals and Suppliers (each such database an “Internal Database”).
2.4 An Internal Database may include notes created by the Hirer which relate to the profiles of Individuals or Suppliers whose details that Hirer has chosen to capture in that Internal Database. Any Internal Database created will be kept in the individual Hirer’s user area and any information within an Internal Database will remain private to that individual Hirer. Hirers accept that they will have individual control over the creation of Internal Databases and the content of any notes or materials which they may create or upload to them, accordingly Hirers recognise that they shall be data controllers in respect of any personal data contained in any Internal Database which they may create, maintain or control.
2.5 We reserve the right to improve, amend, or suspend the Service provided on the Site at any time without notice.
3.1 You may register on the Site to use the Services as an Individual or a corporate entity by completing and submitting the form on our "registration" page. You must be at least 18 (eighteen) years of age to register on the Site and use the Services. Those who register with the Site are hereinafter referred to as "Users". When you register with us you will be sent an email with your password. You will use your email address and password ("User ID") to log in to your profile page and access the Services on the Site. Company Users may be allocated an access code to enable multiple Users within the company to access the Services.
3.2 You should make every effort to keep your User ID safe and you are responsible for all actions taken with your User ID. It should not be disclosed to any other person and other than where access is provided to Users within a company by way of access code, no other person should be allowed, either directly or indirectly, to use your User ID or password. Unless authorized under the procedures set out on the Site, you must not transfer or sell your User ID. If you lose control of your password, you may lose substantial control over your personal data and may subsequently be subject to legally binding actions taken on your behalf. You shall be responsible for all activities and anything occurring through your account until your account is closed or you prove that your account security was compromised through no fault of your own.
3.3 You may not register on the Site or use the Services unless you are 18 (eighteen) years old. Company Users must not authorize anyone below the age of 18 to use the Site or Services. We may use your registration details to verify your identity and entitlement to use the Site and the Services.
3.4 You are solely responsible and liable for providing accurate and truthful registration details. The Talent Manager does not vet and cannot and does not confirm or guarantee the purported identity of Users or the validity or the accuracy of the information which users post to the Site and accepts no liability or responsibility to Users in respect thereof.
3.5 If you register as a corporate entity, you represent that you have the authority to bind that entity to this User Agreement.
3.6 Users who register as Pro Member account holders are required to pay a subscription fee.
4.Access and Fees
4.1 Registration on the Site is free at the point of account creation. You are solely responsible for paying all expenses you may incur when you access or use the Site and Services including without limitation your internet or data service provider charges and any excess charges to that provider if you have a limit on the amount of data you can download together with all costs of the equipment and facilities you need to connect to and use the Site. We are not responsible if your own equipment or software is not compatible with the Site.
4.2 A selection of Premium Services are available on the Site for which subscription fees are charged. The price of the various subscription options is listed where appropriate on the Site, and Users will have the opportunity to view and confirm applicable fees and subscriptions before committing to payment. Subscriptions are offered for Individuals, Suppliers and Hirers on a monthly or yearly basis. We must receive payment of the relevant part of the subscription fee before the Premium Services are available to you.
4.3 You can make secure payment for subscription fees via the Site. Payment can be made via Recurly payable to DV Talent Limited. We are not liable for any error or omission on the part of Recurly. Any dispute with regard to the payment of fees should be reported at email@example.com and Talent Manager will endeavour to achieve a fair resolution, where appropriate in cooperation with Recurly.
4.4 We reserve the right to refuse any subscription application, to alter the fee structure and/or to commence or cease charging for any of our Services at any time at our discretion. In the event that we reject a subscription application after we have received the subscription fee we shall refund the fee within fourteen (14) days from the rejection date. If any change is made to the subscription fee levels, payment structure and/or process, users will be informed by email and any such change will not affect existing subscriptions paid by users until the completion of the subscription period that they have paid for.
4.5 In the event of payment being made to DV Talent by fraud or unauthorized use of a credit or debit card, DV Talent will cease to collect payments from that card as soon as reasonably practicable. DV Talent will not be liable to return funds that have been paid before the date it is made aware of the alleged fraudulent use of the card, although DV Talent may, at its discretion, return payment to the person entitled thereto.
4.6 Subscription accounts will renew automatically on the renewal date unless you choose to cancel or suspend your subscription and we shall be entitled to charge the then prevailing rate for each new period.
4.7 Subscribers shall be entitled to cancel their subscription at any time, by giving written notice of cancellation, to be served not less than 14 days before the renewal date in accordance with the Notice provisions in this User Agreement. In the event of cancellation or suspension of your account, you shall not be entitled to a refund of your subscription fees or any amount thereof which corresponds to an unexpired portion of your subscription. In the event of insufficient notice being given, you will be liable to pay the next period of your subscription and Talent Manager will not guarantee reimbursement of any payments made in relation to subscriptions/fees.
4.8 The Talent Manager may from time to time offer a loyalty scheme to Users/ Pro Member Users whereby, depending on their usage of the Site and/ or Services, Users/ Pro Member Users may become entitled to discounts on services or facilities offered by DV Talent subject to the applicable terms and conditions of the loyalty scheme.
5.1 All copyright, trademarks and other intellectual property rights in the Services are vested in DV Talent or its licensees. You may not copy, reproduce, modify in any way or transmit, distribute or make available to the public any material included on the Site (other than your own CV, profile or other personal information that you upload to the Site) and any other use requires the prior written consent of DV Talent. Nothing set out in these terms and conditions shall be construed as granting any licence of any copyright, trademarks or other intellectual property to you or any third party. By uploading your CV and/or Company profile (including any text, artwork or photographs) you grant to DV Talent and its licensees permission to use, edit and modify the information for reasons connected with the operation of the Site and/or Services and the right to use the artwork and photographs for the purposes of publicity. By registering with the Site as a corporate entity, you hereby grant DV Talent and its licensees the right to use your Company name and logo/artwork on the Site and for the purposes of any publicity.
Without limiting other remedies, we reserve the right to terminate, suspend or restrict your account without notice if:-
(a) You commit any breach of the User Agreement or we believe that you may commit a breach of the User Agreement;
(b) You are/have engaged in, are about to engage in, or have been in any way involved in or linked to, fraudulent activity in connection with the Site;
(c) We are unable to verify or authenticate any information you provide to us; or
(d) We believe that your actions with regard to the Site may cause us financial loss or legal liability or damage our goodwill or bring us into disrepute or infringe any third party rights
7.1 As a User, you are solely responsible for any information or materials you provide or communicate to others on the Site or when using the Services including without limitation information submitted in the registration process, your CV or any description of your own services and any other material, blogs, data or content (such as show reels) you post within the Site ("User Information").
7.2 You are solely responsible for ensuring that any opinions expressed in your User Information are genuinely held and that your User Information and activities on the Site are not:
a) False, inaccurate, misleading;
b) Offensive, threatening, abusive, obscene, violent, indecent, pornographic or otherwise injurious to third parties;
c) Defamatory of any person, company or organization or in breach of confidence, privacy or any other rights;
d) In breach of or infringing copyright, patent, trade mark, trade secret or other proprietary rights or in breach of contract or any duty of confidence you may owe to any third party;
e) Fraudulent or involve the hire or sale of counterfeit or stolen items; or
f) In breach of any applicable laws, codes or regulations (including, but not limited to, laws governing consumer protection, unfair competition, anti-discrimination, false advertising)
7.3 You must not use the Site or the Services in any way:-
(i) That causes, or is likely to cause, the Site or Services (or access thereto) to be interrupted, damaged or impaired;
(ii) For any fraudulent purposes, or in connection with a criminal offence or other unlawful or immoral activity;
(iii) To send or disseminate data, material or content which consists of or contains software viruses, macro viruses, trojan horses, worms, "spam" or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of the Site or Services or to surreptitiously intercept, access without authority or expropriate any part of the Site or Services or any system, data or User Information contained therein;
(iv) For the purposes of political campaigning, commercial solicitation, chain letters or mass mailings;
(v) Which may disrupt the Talent Manager community or cause problems for other users or which may be detrimental to the business of DV Talent and which in the sole and unfettered opinion of the Talent Manager is inconsistent with the spirit of the User Agreement including without limitation sharing information on the Site with non-registered third parties;
(vi) Which could cause DV Talent to violate any law, code or regulation; or
(vii) To charge other Users for access to your User Information or other personal information.
7.4 You are solely responsible for obtaining any clearances, permissions or otherwise in respect of third party copyright works, trade marks, designs or other intellectual property and other relevant rights such as the rights of publicity and likeness. Talent Manager accepts no liability for failure on the part of the User to do this.
7.5 You hereby warrant that you are entitled to upload, publish and exhibit your User Information on the Site and that no fees or royalties of any kind are payable by the Talent Manager or any third party in respect thereof. Without limiting the generality of the foregoing, Users who are uploading show reels must ensure that they have the right to upload the same onto the Site, including without limitation all necessary rights in any underlying material included within the show reel, which is not owned outright by the Users.
7.6 Except within the Site or as permitted under the User Agreement, you may not assist anyone to, or attempt to, reverse engineer, decompile, disassemble, adapt, modify, copy, reproduce, lend, hire, rent, perform, sub-license, make available to the public, create derivative works from, broadcast, distribute, commercially exploit or transmit the Site, the Services, the User Information or any other material posted on the Site.
7.7 You will only use the Site, Services and User Information for the purpose for which it is intended, namely: to publicize your services and/or recruit and search for personnel in the Industry.
7.9 Without limiting the generality of the foregoing, all Users must where requested, in all cases give other Users an opportunity to update and/or remove their User Information and/or any reference to them from their own databases within the Site, as well as the opportunity to review the information they have collected about them. Users must respond to such requests on a timely basis. In addition, Users will remove all User Information about another User within 2 (two) weeks of receiving a request from the Talent Manager to do so.
8.Engagements and Tender Process
8.1 Individuals, Suppliers and Hirers acknowledge that there is no legal obligation on other Users who when using the Site post or respond to job advertisements, post invitations to tender or post other offers, to respond to or complete a transaction with the other party. Your use of the Site and/or Service does not mean that you will be considered for any role or engagement advertised on the Site and we give no warranty, guarantee or representation in that respect.
8.2 Notwithstanding the foregoing, Hirers acknowledge and recognize that by accepting an offer of services or a tendered quote for a job, they may be attracting legal liability to complete the transaction. Users are encouraged to complete the arrangements regarding any engagement or transaction via direct communication outside the Site. The Talent Manager accepts no liability whatsoever for the failure by any user to fulfil an engagement or complete a transaction or any other obligation. The Talent Manager will not be a party to any agreements entered into between Individuals, Suppliers and Hirers.
8.3 Users must ensure that they are competent, qualified and legally entitled to supply the services they publish or advertise on the Site. Any User Information published on the Site relating to services offered by Users must be relevant to the supply of those services.
8.4 You must not manipulate the price of any quotes, interfere with other User's quotes, create false job (s) or tender (s) or submit jobs, tenders, quotes or User Information using a false User ID.
8.5 You understand that the Talent Manager is unable to cancel any project request once submitted.
9.Liability and Indemnity
9.1 The Site and the Services are provided on an 'as is' and 'as available' basis. We do not guarantee that the Site and/ or Services will operate efficiently or be free from errors or omissions nor that it will be available uninterrupted and in a fully operating condition.
9.2 The Site and/or Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons reasonably beyond our control. We will not be liable to you or to any other person in the event that all or any part of the Site and/ or Services are suspended, discontinued, modified or changed in any way or for the loss of your CV, profile or other User Information. In order to protect against system failure on the Site or Services, we strongly recommend that you back up any data which you upload onto the Site.
9.3 To the extent that we are able by law, we exclude liability for any direct, indirect or consequential loss or damage incurred by you or any third party (whether foreseeable or otherwise) in connection with the Service or its use, including, without limitation, loss of data, income, opportunity, goodwill or reputation. We do not accept any liability for identity theft or for misuse of the information you have provided. We accept no responsibility for any errors, omissions, inaccurate content or non-availability of the Service. We will not be responsible to any third party for the content or accuracy of any materials uploaded and you accept that it is your responsibility to upload your personal information onto the Site accurately.
9.4 We are not responsible, nor accept any liability for and do not endorse any features, content, advertising, products or other materials on or available from third party websites ("Third Party Sites") or APIs. We also do not screen, audit, or endorse Third Party Sites or APIs. Accordingly, if you decide to access Third Party Sites or use such API’s, we advise that you review their applicable terms and policies, emphasise that you do so at your own risk and you agree that your use of any API is on an "as-is" basis without any warranty from us as to the functionality of such API or any Third Party Site.
9.5 We are not responsible, nor accept any liability for any loss or damage suffered by you as a result of your decision to connect, communicate or exchange information (including without limitation User Information) with any other User. You specifically acknowledge that the use of the Site involves the disclosure of information about you, including sensitive personal information, to third parties and that their use of this information is not and cannot be controlled by the Talent Manager. You further acknowledge that this information may be downloaded or otherwise used by third parties. You confirm that you agree to bear all risks associated with the disclosure to and use by the third parties and that you will not hold Talent Manage responsible or liable for any acts or omissions of third parties which may infringe your rights in any way.
9.7 All complaints or disputes between you and Talent Manager regarding the Site and/or the Services must be reported to Talent Manager at firstname.lastname@example.org. Talent Manager seeks to resolve disputes with its users fairly and within a reasonable time frame, but will have no liability if a resolution is not reached. However, Talent Manager is not responsible for dealing with disputes between users of the Site, which must be resolved between the users concerned. In the event that you have any right, claim or action against any other User arising from that User's use of the Site, you agree to pursue such right, claim or action independently of and without recourse to us, and you release DV Talent (and our directors, agents and employees) from all claims, liability, damages, losses, costs and expenses, including legal fees, known and unknown, arising from or in any way connected with such right, claim or action.
9.8 You hereby agree to indemnify and hold us and our officers, directors, agents, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, breach of copyright or any other intellectual property right or confidence or failure to comply with your User Responsibilities hereunder or your violation of any law, code or regulations including without limitation data protection legislation or the rights of a third party.
10.1 For the purpose of this clause the following terms shall have the following meanings;
Data Controller: shall have the meaning of ‘data controller’ set out in section 1 (1) of the DPA and, from the time of its implementation into law in England and Wales the meaning set out in Article 4 (7) of the GDPR or the equivalent clause of such legislation which may implement the same in the UK.
Data Processor: shall have the meaning of ‘data processor’ set out in section 1 (1) of the DPA and, from the time of its implementation into law in England and Wales the meaning of ‘processor’ set out in Article 4 (8) of the GDPR or the equivalent clause of such legislation which may implement the same in the UK.
Data Protection Legislation: means, for such time as they are in force in England and Wales, the DPA, the GDPR and all related legislation which may supplement, amend, implement or replace them and which relates to the protection of individual’s rights in their Personal Data and the protection of their privacy.
Data Subject: means an individual who is the subject of Personal Data.
1998 DPA: means the Data Protection Act 1998.
EEA: means the European Economic Area and also includes the United Kingdom whether or not it is a member of the European Economic Area.
GDPR: means Regulation (EU) 2016/679 and/or such legislation as may give effect to its terms in England and Wales.
Personal Data: has the meaning set out in section 1 (1) of the DPA and, from the time of its implementation into law in England and Wales the meaning set out in Article 4 (1) of the GDPR, and for the purposes of these Terms and Conditions means Personal Data provided by one party to these Terms and Conditions to the other.
Processing and Process: have the meaning set out in section 1 (1) of the DPA and, from the time of its implementation into law in England and Wales the meaning set out in Article 4 (2) of the GDPR.
10.2 You agree that for the purposes of Data Protection Legislation DV Talent shall be Data Controller in respect of any Personal Data which you may share or transfer to us in accordance with the User Agreement.
10.3 You agree that for the purposes of Data Protection Legislation DV Talent shall be a Data Processor and you will be a Data Controller in respect of any Personal Data generated, created, or uploaded by you in any Internal Database created, maintained or controlled by you including, without limitation, any lists of Individuals or Suppliers or any notes that you may create which relate to particular Individuals or Suppliers.
10.4 Each party to this User Agreement shall take steps to ensure that its employees and agents are informed of its obligations in relation to Personal Data that it collects, transfers or holds.
10.5 Each party to this User Agreement warrants to the other that it will Process Personal Data in compliance with all applicable Data Protection Legislation.
10.6 Each party to this User Agreement warrants to the other that having regard to the reasonably available state of the art of technological development, the nature of the Processing in question, the cost of implementation, and the material risk to the rights of affected Data Subjects, it will take appropriate technical and organisational measures to secure relevant Personal Data against the unauthorised or unlawful Processing and against accidental loss or destruction.
10.7 Where a party to this User Agreement becomes a Data Processor pursuant to it, it warrants that in relation to the Personal Data in respect of which it is a Data Processor that:
It will Process the Personal Data only in accordance with the Data Controller’s instructions from time to time and shall not Process the Personal Data in any way other than enabling it to fulfil its obligations pursuant to this User Agreement or to perform any other activity which may be expressly authorised by the Data Controller from time to time;
it will not transfer Personal Data shared under this User Agreement in relation to Data Subjects resident in the EEA outside the EEA without ensuring that appropriate safeguards are in place and that any transfer is lawful under all applicable Data Protection Legislation;
it will assist the Data Controller, insofar as reasonably possible, in responding to any requests made by any relevant Data Subject which concern the exercise of that Data Subject’s rights under the GDPR, subject to the Data Controller reimbursing it for the reasonable cost of the same;
it will notify the Data Controller, insofar as reasonably possible, of any relevant requests for the disclosure of Personal Data which may be made to it and which it considers that it is legally obliged to respond to, subject to the Data Controller reimbursing it for the reasonable cost of the same;
it will report to the Data Controller any actual data breach concerning Personal Data that relates to the User Agreement which comes to its attention and shall assist the Data Controller to inform the relevant regulator and affected Data Subjects, subject to the Data Controller reimbursing it for the reasonable cost of the same; and
it will, on request, take reasonable steps to demonstrate to the Data Controller, to the extent that is reasonable given the nature of the Processing in question, that it complies with Data Protection Legislation, subject to Data Controller reimbursing it for the reasonable cost of the same.
10.9 Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations pursuant to this clause 10. In order to avail itself of this indemnity the claiming party must: promptly notify the indemnifier of any relevant claim of which the indemnified party becomes aware; not make any admission of liability or offer to settle in respect of any relevant claim without the prior written permission of the indemnifier; grant the indemnifier full control of all relevant proceedings on request; and provide the indemnifier with such assistance in dealing with such claims as it may reasonably request.
10.10 The parties acknowledge that to the extent that a party is a Data Processor pursuant to the User Agreement it will be reliant on the other, the Data Controller, for direction as to the extent to which the Data Processor will be entitled to use and Process the relevant Personal Data. Consequently, the Data Processor will not be liable to the Data Controller for any loss or damage which arises from any claim brought by a Data Subject or any fine levied by any relevant regulatory authority which results from any action or omission by the Data Processor, to the extent that such action or omission resulted directly from the Data Controller’s instructions.
Unless otherwise stated, notices to Talent Manager should be sent by email to email@example.com or by registered post to: The Talent Manager, 6 Waterson Street, London, E2 8HL. Notices to you will be sent to the email or postal address provided by you to Talent Manager during the registration process. Receipt of notices sent by email or post is deemed 48 hours after notification is sent.
You will not without our prior written consent disclose, publish or discuss with any third party any information which may come to your attention relating to the business of DV Talent, its trade secrets, technical or financial data or any other confidential or proprietary information, documentation or material used or owned by DV Talent or relating to the Site and/or Services or the operations or processes of DV Talent other than where such information is already in the public domain, is required to be disclosed by a court of law or is disseminated for the purposes of the Services and in accordance with this User Agreement.
13.1 We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause that is beyond our reasonable control, including without limitation fire, casualty, accident, riot, act of terrorism or war, act of God, strike, lock-out, labour conditions, judicial order or enactment or incapacity, illness or death of any officer of DV Talent.
13.2 This User Agreement (and any related dispute, controversy, proceedings or claim of whatever nature) shall be governed and interpreted in accordance with English law and the English courts shall have exclusive jurisdiction in relation thereto.
13.3 If any part of the terms of this User Agreement is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.
13.4 This User Agreement contains the entire agreement between us relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between us in relation to such matters or any statements made to you by any person, including (without limitation) any of our employees or agents. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading. All other terms and conditions expressly or impliedly applicable by statute or otherwise are excluded to the fullest extent permitted by law.
13.5 Headings and clause numbering in this User Agreement are for convenience only and do not affect its interpretation.
13.6 We shall be entitled to assign, transfer or sub-contract or in any way make over the benefit or burden of this User Agreement to a third party. This User Agreement is personal to each user and users shall not be entitled to assign this User Agreement or any of the rights, benefits or entitlements hereunder.
13.7 In the event of a sale, transfer, reorganization or other disposal of Talent Manager, in whole or in part, your details may form part of the transferred business assets and as such may be shared with our advisors and any prospective purchasers and their advisors.
13.8 A waiver by us of any terms of this User Agreement in a particular instance shall not be deemed or construed to be a waiver of such term or condition for the future or affect our rights in respect of any subsequent breach of the terms of this User Agreement. All rights and remedies contained in this User Agreement shall be distinct, separate and cumulative and no action or inaction by us shall operate to exclude or deprive us of any other rights allowed by law.
13.9 No third party shall be deemed under the User Agreement to have enforceable rights by virtue of the Contracts (Rights of Third Parties Act) 1999.
13.10 This User Agreement shall not constitute a partnership, agency or joint venture between DV Talent and any user.