Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Talent Grid Limited (NZBN: 9429051450724) ("TalentGrid", "we", "us", or "our"), governing your access to and use of the TalentGrid platform, including the website at talentgrid.co.nz and the application at app.talentgrid.co.nz (collectively, the "Platform").

By accessing, registering for, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Acceptable Use Policy. If you are using the Platform as a Contractor, you also agree to the Contractor Agreement. If you are using the Platform as a Facility, you also agree to the Facility Agreement.

If you do not agree to these Terms, you must not access or use the Platform.

2. Definitions

In these Terms, unless the context otherwise requires:

• "Contractor" means a healthcare professional (including registered nurses, enrolled nurses, caregivers, healthcare assistants, and other qualified healthcare workers) who registers on the Platform to claim and work shifts as an independent contractor.
• "Facility" means a healthcare organisation, aged care provider, hospital, medical centre, or similar entity that registers on the Platform to post shifts and engage Contractors.
• "Shift" means a period of work posted by a Facility and claimed by a Contractor through the Platform.
• "Platform Fee" means the service fee charged by TalentGrid for use of the Platform, as described in Section 6.
• "User" or "you" means any person or entity accessing or using the Platform, including Contractors, Facilities, and visitors.
• "Placement Fee" means the commercial fee charged by TalentGrid if a Facility permanently or temporarily engages a Contractor outside of the Platform.
• "Confidential Information" means any non-public information disclosed by one party to another through the Platform.

3. Service Description

TalentGrid operates an online platform that connects healthcare Facilities with qualified healthcare Contractors for temporary staffing needs. The Platform allows:

• Facilities to post available shifts with specified requirements, rates, and dates
• Contractors to browse, claim, and work available shifts
• Automated matching, scheduling, and payment processing
• Verification of Contractor credentials and qualifications
• Ratings and review systems for quality assurance
• Communication tools between Facilities and Contractors
• Invoice generation and financial reporting

TalentGrid acts as an intermediary technology platform only. We do not employ Contractors, and we do not act as an employment agency or clinical provider. The contractual relationship for the provision of healthcare services during each shift is established directly between the Facility and the Contractor. TalentGrid provides no clinical governance or oversight. We facilitate connections and provide administrative and payment processing services.

4. Eligibility and Registration

4.1 Eligibility Requirements

To use the Platform, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts under New Zealand law
• Provide accurate, complete, and current registration information
• Not be prohibited from using the Platform under New Zealand law or the laws of any other applicable jurisdiction
• Not have been previously suspended or removed from the Platform for violating these Terms

4.2 Additional Requirements for Contractors

Contractors must additionally:

• Hold all necessary professional qualifications, registrations, and certifications required for their role (e.g., current registration with the Nursing Council of New Zealand for registered nurses)
• Hold a current Police vetting certificate (less than 3 years old)
• Provide evidence of professional indemnity insurance appropriate to their role
• Have the legal right to work in New Zealand
• Maintain valid first aid and CPR certification (where required for the role)
• Comply with all applicable health and safety regulations

4.3 Account Registration

You must register for an account to access the full functionality of the Platform. During registration, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your information to keep it accurate and current
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorised access to or use of your account
• Accept full responsibility for all activities conducted through your account

You may not transfer, sell, or otherwise make your account available to any other person or entity. We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised or are being used in violation of these Terms.

4.4 Verification Process

TalentGrid reserves the right to verify the identity, qualifications, and credentials of all Users. For Contractors, this includes verification of professional registrations, Police vetting, insurance, and references. We may request additional documentation at any time. Failure to provide requested documentation may result in account suspension or termination.

5. User Obligations

5.1 General Obligations

All Users agree to:

• Comply with all applicable laws and regulations, including the Health and Safety at Work Act 2015 (acknowledging overlapping PCBU duties where applicable), the Privacy Act 2020, and relevant healthcare regulations
• Use the Platform only for lawful purposes and in accordance with these Terms
• Treat all Users with respect and professionalism
• Provide accurate and truthful information at all times
• Maintain the confidentiality of patient and resident information in accordance with the Health Information Privacy Code 2020
• Report any suspected violations of these Terms or unlawful activity

5.2 Contractor Obligations

Contractors agree to:

• Maintain current professional registrations, certifications, and insurance at all times
• Only claim shifts for which they are qualified and available
• Arrive punctually and prepared for all confirmed shifts
• Provide professional, competent, and safe care in accordance with applicable standards and codes of practice
• Follow the policies, procedures, and reasonable directions of the Facility
• Report any incidents, accidents, or concerns to both the Facility and TalentGrid
• Maintain professional boundaries and ethical conduct at all times
• Not work under the influence of alcohol, drugs, or any substance that may impair performance

5.3 Facility Obligations

Facilities agree to:

• Provide accurate shift details, including role requirements, rates, dates, times, and locations
• Ensure a safe working environment in compliance with the Health and Safety at Work Act 2015
• Provide appropriate orientation, supervision, and support to Contractors
• Verify that Contractors meet the specified requirements before allowing them to commence work
• Treat Contractors with respect and professionalism
• Provide timely confirmation or rejection of shift claims
• Report any incidents, concerns, or performance issues promptly
• Pay invoices within the agreed timeframes

6. Platform Fees and Pricing

6.1 Contractor Platform Fee

Contractors pay a percentage-based Platform Fee (as agreed individually during account onboarding) calculated on their chosen shift rate for each shift worked through the Platform. Contractors set their own desired rates, and this fee is automatically deducted from gross payments before net earnings are transferred to the Contractor's nominated bank account. The Platform Fee covers:

• Access to the Platform and shift marketplace
• Payment processing and administration
• Credential verification services
• Customer support
• Insurance and platform maintenance

6.2 Facility Pricing and Matching

Facilities post shifts with a maximum hourly budget. The Platform matches shifts to eligible Contractors whose set rates, combined with TalentGrid's generic Facility platform service fee, fit within that maximum budget. Facilities are only invoiced the Contractor's actual set rate plus the platform service fee (ensuring the total never exceeds their set maximum budget). There are no hidden fees beyond these standard transparent structures.

6.3 GST

All fees and charges are stated exclusive of GST unless otherwise specified. GST will be added where applicable in accordance with the Goods and Services Tax Act 1985.

6.4 Changes to Fees

TalentGrid reserves the right to modify Platform Fees and pricing structures with at least 30 days' notice to Users. Notice will be provided via email and through a prominent announcement on the Platform. Your continued use of the Platform after the effective date of any fee changes constitutes acceptance of the new fees.

6.5 Refunds

Platform Fees are generally non-refundable except where:

• A shift is cancelled by the Facility more than 24 hours before the scheduled start time
• There is a verified error in fee calculation or payment processing
• Required by law under the Consumer Guarantees Act 1993 or Fair Trading Act 1986

7. Shifts: Posting, Claiming, and Management

7.1 Posting Shifts (Facilities)

Facilities may post shifts on the Platform by providing accurate and complete information including:

• Shift date, start time, and end time
• Role type and required qualifications
• Maximum budget (highest total hourly rate the Facility is willing to pay)
• Facility location and specific ward/unit (if applicable)
• Any special requirements or conditions

Facilities warrant that all posted shifts are genuine, lawful, and comply with applicable employment and health and safety laws. Facilities must not post shifts that involve illegal activities, unsafe working conditions, or discriminatory requirements.

7.2 Claiming Shifts (Contractors)

Contractors may claim available shifts for which they meet the stated qualifications and requirements. By claiming a shift, the Contractor represents that they:

• Meet all stated qualification and experience requirements
• Are available for the entire duration of the shift
• Have reviewed and accept the shift details and rates
• Will arrive punctually and prepared to work

7.3 Shift Confirmation

When a Contractor claims a shift, the Facility will receive a notification and must confirm or reject the claim within a reasonable timeframe (typically 24 hours, or as otherwise specified). Once confirmed by the Facility, the shift becomes a binding commitment for both parties, subject to the cancellation provisions in Section 7.4.

7.4 Cancellations

Cancellation by Facility:

• More than 3 hours before shift start: No cancellation fee. Contractor is notified and the shift is automatically reposted for other eligible Contractors to claim.
• 1–3 hours before shift start: A 2-hour cancellation fee applies at the agreed shift rate.
• Less than 1 hour before shift start: The full shift rate applies.
• Emergency cancellations: In cases of genuine emergency (natural disaster, facility closure, etc.), cancellation fees may be waived at TalentGrid's discretion.

Cancellation by Contractor:

There is no formal cancellation fee for Contractors. However, Contractors are expected to honour confirmed shifts. Withdrawals and no-shows are recorded and affect account standing and access to future shifts. If a Contractor withdraws, the shift is automatically reposted for other eligible verified Contractors to claim. Repeated unreliability may result in account restriction or termination.

Repeated cancellations by either party may result in account restrictions or termination.

7.5 Shift Completion and Timesheets

At the end of each shift, the Contractor must submit a timesheet through the Platform confirming the hours worked. The Facility must review and approve the timesheet within 48 hours. Disputes regarding hours worked must be reported to TalentGrid within 7 days of shift completion.

8. Payment Terms

8.1 Contractor Payments

Contractors are paid on a fortnightly basis via direct deposit to their nominated New Zealand bank account. Payment is made for all approved shifts worked during the previous fortnight, less the Platform Fee (as agreed during onboarding) and any applicable deductions (e.g., adjustments). Payment is typically processed within 3-5 business days following the end of each pay period.

8.2 Facility Invoicing

Facilities are invoiced weekly for all confirmed and completed shifts. Payment is due within 7 days (Net 7) of the invoice date. Alternative invoicing schedules (fortnightly or monthly) are available only by arrangement with TalentGrid administration. Late payments may incur interest charges and may result in restriction of Platform access.

8.3 Disputes

Any disputes regarding payment amounts, hours worked, or charges must be raised in writing to TalentGrid within 14 days of the invoice or payment date. We will investigate and work with both parties to resolve the dispute fairly. Pending resolution of a legitimate dispute, payment may be withheld for the disputed amount only.

8.4 Tax Obligations

Contractors are responsible for their own tax obligations, including income tax, ACC levies, and GST (if applicable). TalentGrid does not withhold PAYE tax from Contractor payments. Contractors must register with the Inland Revenue Department (IRD) as self-employed and maintain compliance with all tax obligations. See the Contractor Agreement for more details.

9. Credentials and Verification

9.1 Credential Requirements

Contractors must provide and maintain current evidence of all required credentials, including:

• Professional registration (e.g., Nursing Council of New Zealand registration for nurses)
• Police vetting certificate (less than 3 years old)
• Professional indemnity insurance
• First aid and CPR certification (where applicable)
• Vaccination records (as required by law or Facility policy)
• Right to work in New Zealand

9.2 Verification Process

TalentGrid conducts verification of Contractor credentials through authorised channels, including direct verification with regulatory bodies where possible. Credentials are reviewed prior to account activation and may be re-verified periodically. Contractors must notify TalentGrid immediately of any changes to their registration status, insurance, or other credentials.

9.3 Credential Expiry

Contractors are responsible for ensuring their credentials remain current at all times. TalentGrid will send reminders prior to credential expiry, but ultimate responsibility rests with the Contractor. Working with expired credentials is a serious breach and may result in immediate account suspension and liability for any resulting harm or consequences.

9.4 False Information

Providing false, misleading, or fraudulent information regarding credentials, qualifications, or identity is a material breach of these Terms and may result in immediate termination, legal action, and reporting to relevant authorities (including the Nursing Council of New Zealand, Police, and WorkSafe New Zealand).

10. Ratings and Reviews

10.1 Review System

Following completion of a shift, both Facilities and Contractors may rate and review each other. Reviews should be honest, professional, and based on actual experience. Ratings and reviews are visible to other Users and contribute to reputation scores on the Platform.

10.2 Review Standards

Reviews must:

• Be truthful and based on genuine experience
• Be relevant to the shift or service provided
• Be professional and respectful in tone
• Not contain profanity, discriminatory language, or personal attacks
• Not disclose patient/resident information or other confidential information
• Not contain threats, harassment, or defamatory statements

10.3 Review Removal

TalentGrid reserves the right to remove reviews that violate these standards or are reported as inappropriate. We do not routinely monitor reviews but will investigate reported concerns. Repeated posting of inappropriate reviews may result in account suspension.

10.4 Disputes

If you believe a review is inaccurate, defamatory, or violates these Terms, you may contact TalentGrid to request investigation. We will review the matter and take appropriate action, which may include removing the review, mediating between parties, or taking no action if the review is deemed legitimate.

11. Prohibited Conduct

Users must not engage in any of the following prohibited activities:

11.1 General Prohibitions

• Violating any applicable laws or regulations
• Infringing intellectual property rights or other proprietary rights
• Transmitting viruses, malware, or other harmful code
• Attempting to gain unauthorised access to the Platform or other Users' accounts
• Interfering with or disrupting the Platform's operation or servers
• Using automated scripts, bots, or scraping tools without authorisation
• Creating multiple accounts or sharing accounts
• Impersonating another person or entity
• Harassing, threatening, or abusing other Users
• Posting false, misleading, or fraudulent information

11.2 Healthcare-Specific Prohibitions

• Working without valid credentials, registration, or insurance
• Breaching patient/resident confidentiality or privacy
• Providing care while impaired by drugs, alcohol, or fatigue
• Engaging in unprofessional conduct or boundary violations
• Failing to report safety concerns or incidents
• Accepting direct payment from Facilities outside the Platform for shifts booked through the Platform

11.3 Platform Circumvention

• Attempting to circumvent Platform Fees by arranging direct payment
• Sharing contact information with the intent to conduct business outside the Platform during the restriction period (see Section 12)
• Encouraging or soliciting other Users to circumvent the Platform or these Terms

11.4 Consequences

Violation of these prohibitions may result in immediate account suspension or termination, withholding of payments, legal action, and reporting to relevant authorities. TalentGrid reserves the right to investigate suspected violations and take any action deemed necessary to protect the Platform and its Users.

12. Introduction and Placement Fee (12-Month Period)

12.1 Placement Period

If a Contractor and Facility are connected through the Platform (i.e., the Contractor has worked at least one shift at the Facility via the Platform), the Facility agrees to pay an Introduction and Placement Fee if they directly hire, engage, or contract with the Contractor outside of the Platform within 12 months from the date of the last shift worked through the Platform (the "Placement Period").

12.2 Purpose

This commercial arrangement protects TalentGrid's investment in connecting Facilities with qualified Contractors, operating the Platform, and providing ongoing support services. It operates as a standard recruitment and sourcing placement fee. It does not restrict Contractors from seeking other employment or Facilities from hiring through other channels; it only concerns the commercial value of a permanent placement for a Contractor whom the Facility met specifically through the TalentGrid Platform.

12.3 Placement Fee Calculations

A Facility may request to hire a Contractor directly during the Placement Period by paying TalentGrid a Placement Fee. The fee will be calculated based on the number of shifts worked, the Contractor's typical hourly rate, and the time remaining in the 12-Month Placement Period. Contact TalentGrid for formal fee quotes prior to extending an employment offer.

12.4 Exceptions

The Placement Fee does not apply where:

• The Facility and Contractor had a pre-existing employment relationship before their first connection through the Platform (must be documented)
• TalentGrid has provided written consent to waive the fee
• The Placement Fee has already been paid
• The Contractor's account has been terminated by TalentGrid for severe professional misconduct

12.5 Breach and Remedies

Failure to disclose a direct hiring event and circumvention of the Introduction and Placement Fee is a material breach of these Terms. TalentGrid may pursue legal remedies including, but not limited to, invoicing the maximum applicable Placement Fee, account termination, and recovery of legal costs. Both the Facility and the Contractor may be held liable for breach of this provision.

13. Intellectual Property

13.1 TalentGrid Intellectual Property

All content, features, functionality, software, designs, text, graphics, logos, trademarks, and other materials on the Platform ("TalentGrid IP") are owned by TalentGrid or our licensors and are protected by New Zealand and international copyright, trademark, patent, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for its intended purpose in accordance with these Terms.

13.2 Restrictions

You may not:

• Copy, modify, distribute, sell, or lease any part of the Platform or TalentGrid IP
• Reverse engineer, decompile, or attempt to extract the source code of the Platform
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices
• Use TalentGrid's name, logo, or trademarks without prior written consent
• Create derivative works based on the Platform or TalentGrid IP
• Frame or mirror any part of the Platform without authorisation

13.3 User Content

You retain ownership of any content you submit to the Platform (profiles, reviews, messages, etc.) ("User Content"). However, by submitting User Content, you grant TalentGrid a worldwide, non-exclusive, royalty-free, perpetual, irrevocable licence to use, reproduce, modify, adapt, publish, and display such User Content for the purpose of operating and promoting the Platform. You represent and warrant that you have all necessary rights to grant this licence and that your User Content does not infringe any third-party rights.

13.4 Feedback

If you provide feedback, suggestions, or ideas about the Platform, you agree that TalentGrid may use such feedback without any obligation to compensate you and without any restriction or obligation of confidentiality.

14. Privacy and Data Protection

Your use of the Platform is also governed by our Privacy Policy, which explains how we collect, use, disclose, and protect your personal information in accordance with the Privacy Act 2020. By using the Platform, you consent to the collection and use of your information as described in the Privacy Policy.

You are responsible for maintaining the confidentiality of patient and resident information accessed during shifts in accordance with the Health Information Privacy Code 2020 and applicable professional codes of conduct.

15. Disclaimers

15.1 Platform Provided "As Is"

The Platform is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Subject to the Consumer Guarantees Act 1993, TalentGrid does not warrant that:

• The Platform will be uninterrupted, secure, or error-free
• Defects will be corrected
• The Platform or servers are free of viruses or harmful components
• Results obtained from use of the Platform will be accurate or reliable

15.2 No Guarantee of Availability

TalentGrid does not guarantee the availability of shifts for Contractors or the availability of suitable Contractors for Facilities. Matching is dependent on supply and demand and various other factors beyond our control.

15.3 User Responsibility

TalentGrid is not responsible for the conduct, performance, qualifications, or actions of Users. While we conduct verification and maintain quality standards, we do not supervise shifts or employment relationships. Facilities are responsible for ensuring Contractors meet their requirements and for providing safe working environments. Contractors are responsible for their own professional conduct and compliance with applicable standards.

15.4 Third-Party Content

The Platform may contain links to third-party websites or services. TalentGrid is not responsible for the content, accuracy, or practices of third-party sites and does not endorse or warrant any third-party products or services.

15.5 Consumer Guarantees Act

If you are acquiring the Platform services for business purposes, you acknowledge and agree that the Consumer Guarantees Act 1993 does not apply to the supply of the Platform to you.

16. Limitation of Liability

16.1 Exclusion of Liability

To the maximum extent permitted by law, TalentGrid, its directors, officers, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, goodwill, or other intangible losses, arising from or relating to:

• Your access to, use of, or inability to use the Platform
• Any conduct or content of any User or third party on the Platform
• Unauthorised access, use, or alteration of your content or data
• Performance or non-performance of any User during shifts
• Disputes between Users
• Any injuries, harm, or damages arising from shifts or employment relationships

16.2 Limitation of Damages

To the maximum extent permitted by law, TalentGrid's total aggregate liability to you for all claims arising from or relating to these Terms or the Platform shall not exceed the total amount of Platform Fees paid by you to TalentGrid in the 12 months preceding the claim, or NZD $1,000, whichever is greater.

16.3 Exceptions

Nothing in these Terms excludes or limits TalentGrid's liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited by applicable law

16.4 Indemnification

You agree to indemnify, defend, and hold harmless TalentGrid, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from:

• Your breach of these Terms or any applicable laws
• Your use or misuse of the Platform
• Your conduct during shifts or interactions with other Users
• Your User Content or any infringement of third-party rights
• Any injury, harm, or damages arising from your actions or omissions

17. Insurance

17.1 Contractor Insurance Requirements

All Contractors must maintain current professional indemnity insurance with a minimum coverage of NZD $1,000,000 per claim. Proof of insurance must be provided during registration and renewed annually. Contractors must immediately notify TalentGrid if their insurance lapses, is cancelled, or coverage is reduced.

17.2 Facility Insurance

Facilities are responsible for maintaining appropriate insurance coverage for their operations, including employer's liability, public liability, and professional indemnity insurance as applicable.

17.3 ACC Coverage

Contractors must be registered with ACC and maintain appropriate cover. As independent contractors, Contractors are responsible for their own ACC levies. Facilities should ensure their ACC coverage extends to contractors working on their premises.

18. Termination

18.1 Termination by User

You may terminate your account at any time by providing written notice to TalentGrid. Upon termination:

• You must complete or cancel all confirmed shifts
• Outstanding payments will be processed in accordance with standard payment schedules
• Your access to the Platform will be revoked
• Your profile will be deactivated (but certain information may be retained as described in the Privacy Policy)
• The Introduction and Placement Fee provisions (Section 12) continue to apply for the full 12-month period from your last shift

18.2 Termination by TalentGrid

TalentGrid may suspend or terminate your account immediately, without prior notice, if:

• You breach these Terms or any other agreement with TalentGrid
• You engage in prohibited conduct (Section 11)
• Your credentials expire or become invalid
• We reasonably believe your account poses a risk to the Platform, other Users, or patients/residents
• We are required to do so by law or regulatory authority
• You have engaged in fraudulent or illegal activity

18.3 Effect of Termination

Upon termination of your account by either party:

• Your right to access and use the Platform immediately ceases
• Any outstanding obligations (including payment of fees or completion of shifts) survive termination
• TalentGrid may retain certain information as described in the Privacy Policy
• Sections of these Terms that by their nature should survive termination (including intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and the Introduction and Placement Fee) continue in full force and effect

18.4 No Refunds

Platform Fees paid prior to termination are non-refundable except as otherwise provided in these Terms or required by law.

19. Dispute Resolution

19.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Platform, the parties agree to first attempt to resolve the matter through good faith negotiation. Either party may initiate negotiation by providing written notice to the other party describing the dispute.

19.2 Mediation

If the dispute cannot be resolved through negotiation within 30 days, the parties agree to attempt mediation before commencing legal proceedings. Mediation shall be conducted in accordance with the Resolution Institute Mediation Protocol, or as otherwise agreed by the parties. The costs of mediation shall be shared equally unless otherwise agreed or ordered.

19.3 Arbitration (Optional)

By mutual agreement, the parties may submit any dispute to binding arbitration under the Arbitration Act 1996. Any arbitration shall be conducted in Auckland, New Zealand, by a single arbitrator appointed in accordance with the Resolution Institute Arbitration Rules.

19.4 Court Proceedings

If the dispute is not resolved through negotiation, mediation, or arbitration, either party may commence court proceedings. The parties submit to the exclusive jurisdiction of the courts of New Zealand.

19.5 Exceptions

Notwithstanding the above, TalentGrid may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or prevent ongoing harm, without first engaging in negotiation or mediation.

20. Governing Law

These Terms are governed by and construed in accordance with the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand for any legal proceedings arising out of or relating to these Terms or the Platform.

Relevant New Zealand legislation includes, but is not limited to:

• Privacy Act 2020
• Consumer Guarantees Act 1993
• Fair Trading Act 1986
• Health and Safety at Work Act 2015
• Contract and Commercial Law Act 2017
• Electronic Transactions Act 2002
• Unsolicited Electronic Messages Act 2007
• Tax Administration Act 1994

21. Changes to Terms

TalentGrid reserves the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Last Updated" date at the top of this page
• Post a prominent notice on the Platform
• Notify registered Users via email at least 14 days before the changes take effect (for material changes)

Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Platform and may terminate your account in accordance with Section 18.1.

We encourage you to review these Terms periodically to stay informed of any updates.

22. General Provisions

22.1 Entire Agreement

These Terms, together with the Privacy Policy, Contractor Agreement, Facility Agreement, Cookie Policy, and Acceptable Use Policy, constitute the entire agreement between you and TalentGrid regarding use of the Platform and supersede all prior agreements and understandings, whether written or oral.

22.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

22.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. TalentGrid's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

22.4 Assignment

You may not assign or transfer these Terms or your account to any third party without TalentGrid's prior written consent. TalentGrid may assign or transfer these Terms or any rights or obligations hereunder without restriction, including in connection with a merger, acquisition, or sale of assets.

22.5 No Third-Party Beneficiaries

These Terms are for the benefit of TalentGrid and Users only and do not confer any rights or benefits on any third party.

22.6 Force Majeure

TalentGrid shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, telecommunications failures, cyberattacks, or labour disputes.

22.7 Notices

All notices, requests, and communications under these Terms must be in writing and delivered via email to the contact addresses specified in Section 23. Notices to TalentGrid should be sent to Click to reveal email. Notices to Users will be sent to the email address associated with your account.

22.8 Interpretation

Headings are for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa. References to "including" or "includes" mean "including without limitation".

22.9 Survival

All provisions that by their nature should survive termination shall survive, including but not limited to: ownership provisions, warranty disclaimers, indemnification, limitations of liability, dispute resolution, governing law, and the Introduction and Placement Fee (Section 12).

23. Contact Information

If you have any questions, concerns, or inquiries regarding these Terms of Service, please contact us:

We aim to respond to all enquiries within 3 business days.

Related Documents

These Terms should be read in conjunction with:

• Privacy Policy
• Contractor Agreement
• Facility Agreement
• Cookie Policy
• Acceptable Use Policy