Employer General Terms of Service

Last Updated: November 7, 2018

THESE GENERAL TERMS OF SERVICE ARE INCORPORATED INTO EVERY CAREERLIST EMPLOYER SERVICES AGREEMENT BY REFERENCE AND GOVERN THE USE OF THE CAREERLIST SERVICES BY EVERY EMPLOYER BOUND BY THE CAREERLIST EMPLOYER SERVICES AGREEMENT.

  1. Capitalized terms not defined in these General Terms of Service shall have the meaning ascribed to them in the Careerlist Employer Services Agreement.

    1. Careerlist only provides those services that are available specifically for the benefit of Employers (the “Employer Services”) to Employers who have registered and opened an Employer user account with Careerlist.

    2. Careerlist represents and warrants to Employers that Careerlist will use commercially reasonable efforts to make the Employer Services accessible twenty-four (24) hours per day, seven (7) days per week, 99% of the time, except for scheduled maintenance, required repairs, any loss or interruption to do any force majeure event.

    3. If an Employer has entered into a signed written agreement with Careerlist for the delivery of the Employer Services (an “Employer Services Agreement”), and in the event that there is a conflict between these Terms of Service and the Employer Services Agreement, the Employer Services Agreement shall control.

    4. Employer shall pay the subscription, commission or other fees set out in the Employer Services Agreement. Except as otherwise set out in each Employer Services Agreement, fees for Employer Services are generally comprised of either: (i) a fixed subscription fee for an unlimited number of hires (or for such maximum number of hires as may be set out in writing in the Employer Services Agreement); or (ii) a commission fee (requiring payment of a commission for each hire by the Employer using the Services). An Employer using the Employer Services shall automatically be charged and shall pay the commission fee set out in the Employer Services Agreement (or where no commission fee rate is set out in the Employer Services Agreement then at the rate set out in these Terms of Service below) if a hire is made outside of the contractual period set out in the Employer Services Agreement, unless the Employer has subscribed for a subscription fee arrangement prior to the time of hire and that is in place at the time of hire. Except as otherwise set out in a binding and unexpired signed Employer Services Agreement, any commission fees are payable within fifteen (15) days of the Talent Member’s start date.

    5. Except as set out in any binding and unexpired Employer Services Agreement with the Employer, if a Talent Member is employed or otherwise retained by the Employer or any of the Employer’s subsidiaries, affiliates or successors, within one (1) year of the date that the Employer first engaged in communication with the Talent Member through the Careerlist Services, the Employer will be charged a commission fee equal to 15% of the first year annual base salary or remuneration paid to the Talent Member, such fee to be paid within fifteen (15) days of the Talent Member’s start date with the Employer.

    6. Commission fees are not payable (and where paid to Careerlist will be refunded by Careerlist) on any such Talent Member who’s employment or engagement terminates within ninety (90) days of the his or her start date. Except as set out in this Section, Careerlist does not refund subscription or other fees paid for Services for any reason, including without limitation in situations where less than the anticipated number of Talent were hired or engaged by the Employer, or where an Employer terminates its Employer Services Agreement prior to the expiry of its term.

    7. Each Employer hereby represents and warrant to Careerlist that it will immediately notify Careerlist in writing if it or any of its subsidiaries or affiliates or their respective successors employs or otherwise retains any Talent with whom the Employer has engaged in communication during the term of the Employer Services Agreement through the use of the Services, provided that such employment or other engagement with the Talent occurs during the term of the Employer Services Agreement or during the one (1) year period following its expiry or termination for any reason.

    8. In addition to any termination rights set out in an Employer Services Agreement, Employer Services Agreements may only be terminated prior to expiry of their stated term, upon the terminating party giving written notice to the other party following the occurrence of at least one of the following: (a) the other party defaults with respect to a material obligation under the agreement and does not remedy that default within ten fourteen (14) calendar days after receiving written notice of the default; (b) the other party ceases or threatens to cease to carry on the business currently being carried on by it or a substantial portion thereof; (c) the other party is insolvent; or (d) the commencement of any proceeding or the taking of any step by or against the other party (i) for the bankruptcy, reorganization, liquidation, dissolution or winding-up of the other party, (ii) for an arrangement or compromise with its creditors, or (iii) for the appointment of a trustee, receiver, custodian, liquidator or any other person with similar powers with respect to the other party. Any provisions of the Employer Services Agreement, including provisions of these Terms of Use which are incorporated into the Employer Services Agreement by reference, and that are by their nature intended to survive the expiration or other termination of the Employer Services Agreement, including without limitation, provisions requiring payment of fees for Services provided prior to termination, shall survive such termination.

    9. Careerlist may use a third party payment vendor to process payment of fees. An Employer entering into an Employer Services Agreement with Careerlist may need to complete a Credit Card Authorization Form allowing Careerlist to withdraw, debit or charge monthly payments from the Employer’s designated bank or credit card accounts.