OfferZen Partner Subscriptions - Terms and Conditions

The Agreement between the parties are made up of the Proposal and the Subscription Terms and Conditions as set out herein. The Employer furthermore agrees to adhere to the OfferZen Code of Conduct and Privacy Policy as displayed on the Website from time to time.

The Employer wishes to subscribe to the package offered by OfferZen and, in particular, the package as set out in the Proposal (“the Package”). OfferZen, in turn, undertakes to provide the Package in accordance with the Proposal and these terms and conditions.

The Package will, at a minimum, entitle the Employer to utilise the OfferZen Platform to hire the specified number of Candidates to fill Tech Roles in the Employer business within the annual subscription period (“the Hiring Capacity”), an OfferZen partner page and Premium Account Management, in consideration for payment of the fixed Subscription Fees. If noted in the Proposal, a Package may be limited to a Hiring Unit and a Hiring Region.

Definitions

In these terms and conditions, unless inconsistent with or otherwise indicated by the context –

"Business Day" means a day other than a Saturday, Sunday or public holiday in the Republic of South Africa;

"Candidate" refers to prospective employees who are seeking employment opportunities through the Platform, including participants in the graduate program;

“Commencement Date” means the commencement date as noted in the Proposal;

"Confidential Information" means any information or data, including any Personal Information, shared by the Employer which by its nature or content is identifiable as confidential and/or proprietary to the Employer and/or any third party, or which is provided or disclosed in confidence and which the Employer or any person acting on its behalf may disclose or provide to the OfferZen or which may come to the knowledge of the OfferZen by whatsoever means, including all information relating to the Employer's business activities, but specifically excluding information or data which – (1) is lawfully in the public domain at the time of disclosure thereof; (2) subsequently becomes lawfully part of the public domain by publication or otherwise; (3) becomes available from a source other than one of the Parties which is lawfully entitled without any restriction on disclosure to disclose such Confidential Information; and (4) is disclosed pursuant to a requirement or request by operation of law, regulation or court order;

“Hiring Region” means a specified location, as noted in the Proposal;

“Hiring Unit” means a specific division within the Employer, as noted in the Proposal;

“Intellectual Property Rights” means copyright, patents, registered designs, trademarks (whether registered or not), trade secrets, database rights, design rights, service marks and other intellectual property rights and rights to claim something as confidential information, including in other jurisdictions that grant similar rights;

"Interview Request" refers to an expression of interest sent via the Platform from an Employer to a Candidate and does not create any contractual obligations for an Employer in this regard;

"Job Offer" is a formal, binding offer of employment directed by an Employer to a Candidate;

"Parties" means OfferZen and the Employer and “Party” will mean any one of them as the context may indicate;

"Personal Information" has the meaning given to it in the Protection of Personal Information Act, 4 of 2013;

“Platform” means the Software as a Service offering of a tech talent marketplace, as detailed in the Proposal;

“Premium Account Management” includes, but is not limited to, prioritised support from a OfferZen account manager, user training and onboarding of Employer members, ad-hoc advisory on hiring best practises and market data and insights (for example salary levels by skill set and experience), if available;

"Start Date" refers to the first working day of a Candidate as an employee of the Employer;

"Subscription Fees" means the annual fees payable by the Employer to OfferZen to subscribe to the Package;

“Tech Role” means a specific type of technical role, as defined by OfferZen from time to time;

“VAT” means value-added tax payable in terms of the Value Added Tax Act No 89 of 1991, as amended;

“Website” means the OfferZen website at https://www.offerzen.com/.

Duration

OfferZen shall make the Package available to the Employer from the Commencement Date for an annual subscription term. The annual subscription term shall automatically renew, unless either Party provides written notice of termination, not less than 30 (thirty) days prior to the end of the relevant annual subscription term.

Payment of fees

The Employer shall pay to OfferZen the Subscription Fees as calculated and, on the basis, as set out in the Proposal. It should be noted that, unless otherwise agreed to between the Parties, the Subscription Fees shall be an annual upfront payment and any special payment terms will fall away with effect from the annual subscription renewal date. The Subscription Fees shall be non-refundable.

OfferZen reserves the right to review and escalate the Subscription Fees periodically. Any escalation of the Subscription Fees shall, however, only be applied on the anniversary of the Commencement Date. The Employer will be notified in writing of any escalation by OfferZen at least 60 (sixty) days prior to the annual subscription renewal date.

Payment of these fees is to be made by way of an electronic funds transfer into the OfferZen bank account as detailed in the relevant invoice/s and, unless otherwise noted in the Proposal, is payable within 14 (fourteen) days of the invoice.

All fees as set out in the Proposal are exclusive of VAT or any other payable taxes or duties and the Employer assumes the responsibility for paying such taxes and duties as required.

If the Employer does not pay OfferZen any amount properly due and outstanding to OfferZen under this Agreement, OfferZen may charge the Employer interest on the overdue amount at Prime Rate plus 2% (two percent) per month. OfferZen furthermore reserves the right to suspend the Employer access to the Platform until such time as the Employer pays any outstanding fees.

Employer obligations and restrictions

Only when a Candidate accepts a Job Offer will a hire count towards the Hiring Capacity of the Package, on the condition that the Job Offer was accepted subsequent to the Commencement Date and prior to the termination of the subscription.

The Employer will initiate communication with the Candidate exclusively via an Interview Request. The Employer and the Candidate may use other means of communication once the Candidate has responded to the Interview Request.

If a Candidate accepts a Job Offer, the Employer is obliged to inform OfferZen thereof within 5 (five) Business Days from the Candidate’s acceptance of the Job Offer. The Employer is furthermore required to provide OfferZen with the details of the Job Offer, including the Start Date, remuneration, duration and a copy of the final accepted offer letter or employment contract.

The Employer acknowledges that OfferZen does not perform background checks on Candidates. The Employer is responsible for performing due diligence on all Candidates including, but not limited to, background checks, reference checks and checks for the accuracy of the information provided by the Candidate.

If a Candidate is identified by the Employer via the Platform and accepts a Job Offer within 6 (six) months of the Candidate’s OfferZen profile being visible to the Employer, the employment of the Candidate will be regarded as forming part of the Hiring Capacity, regardless of whether the Candidate accepts an Interview Request from the Employer or not.

If an Employer exceeds the Hiring Capacity without upgrading to a larger package, the Employer will be liable to pay to OfferZen the standard placement fees applicable from time to time for a pay per hire placement, as noted on the Website, for additional Candidates that the Employer employs.

If an Employer does not make use of the full Hiring Capacity, the remainder of the Hiring Capacity will not roll over to the following period of this Agreement.

If an Employer has used up their full Hiring Capacity prior to the end of the relevant annual period and does not upgrade to a larger package, OfferZen may, at its discretion, suspend the Employer access to the Platform.

Should the Employer attempt to circumvent OfferZen by attempting to communicate and hire a Candidate after discovering the Candidate on the Platform, the Employer will be liable for payment of a penalty fee to OfferZen of the equivalent of the standard placement fees applicable from time to time for a pay per hire placement, as noted on the Website in addition to the Subscription Fees and OfferZen reserves the right to deny the Employer any further access to the Platform.

If the Candidate terminates his/her employment with the Employer within ninety (90) days from the Start Date for any reason other than retrenchments or the Employer business shutting down, the Employer will be entitled to make a replacement hire. The next Candidate that the Employer wishes to employ via the Platform will be regarded as being the replacement hire, regardless of the role for which the Candidate is employed. In the event that the Employer has terminated its subscription with OfferZen when the Candidate terminates employment, the Employer will have 3 (three) months from termination of subscription to make use of the Platform to replace the terminated Candidate.

OfferZen reserves the right to review and amend the Package from time to time. Any such changes to the Package are to be communicated to the Employer by OfferZen and shall be effective from the annual subscription renewal date.

Use of the Platform

The Employer shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software in any form or media or by any means; or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software; or access all or any part of the Platform in order to build a product or service which competes with the Platform; or attempt to obtain, or assist third parties in obtaining, access to the Platform.

Information Security

OfferZen shall make the Platform available by utilising security technologies and techniques in accordance with good industry practice, including those relating to the prevention and detection of inappropriate use or access of software, hardware, systems and networks.

OfferZen warrants and represents to the Employer that it has established, and will maintain, the necessary disaster recovery and business continuity mechanisms and procedures to ensure that it will be able to continue the provision of the Platform envisaged in this Agreement with minimum interruption or delay.

Warranties and Limitations of Liability

Notwithstanding anything to the contrary herein contained, OfferZen does not warrant that the Platform shall be completely free of errors or that all errors shall be corrected completely, nor that they shall meet Employer’s requirements other than as expressly provided for in the Proposal.

To the extent permissible by law, OfferZen disclaims all warranties whether expressed or implied or arising by operation of law or otherwise, in respect of the Platform.

Neither party shall be liable for any damages that could not reasonably have been foreseen by them before or on entering into this Agreement, including any damages calculated by reference to loss of profit, revenue, goodwill, or business opportunities, or damage to reputation.

Indemnity

The Employer hereby agrees to defend, indemnify, and hold harmless OfferZen from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from the Employer’s breach of this Agreement, or the Employer and the Employer’s end users’ access to, use, misuse or illegal use of the Platform. OfferZen will provide the Employer with notice of any such claim, suit, or proceeding.

Confidential Information

Each of the parties agrees to keep the other party's Confidential Information (which includes but is not limited to information which is marked as or is apparent on its face to be confidential and/or proprietary to one or other party to this agreement and information relating to the Employer, its customers, and its and their businesses, finances, activities, securities or future positions, limit orders, the Platform, systems, strategies, or plans that is non-public, proprietary, or confidential in nature) secret and confidential, and not to make use of any of the other party's Confidential Information other than to enable such party to perform its obligations under this Agreement.

Intellectual Property Rights

Neither Party shall acquire any title or interest of any kind in any Intellectual Property Rights owned by the other Party. All Intellectual Property Rights owned by a Party and all modifications made by it to that Intellectual Property, shall at all times remain the sole property of that Party. Unless specifically authorised in this Agreement or in writing by OfferZen and then only to the extent so authorised, the Employer shall have no right to use OfferZens’ Intellectual Property Rights in any manner whatsoever.

General

Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

No alteration, cancellation, variation of, or addition to this Agreement shall be of any force or effect unless reduced to writing and signed by all Parties to this Agreement or their duly authorised representatives.

This Agreement supersedes the terms and conditions that are published on the Website as https://www.offerzen.com/terms/

This document contains the entire Agreement between the Parties and no party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein.

No indulgence, leniency or extension of time which any Party may give or allow to the other Party in respect of the performance of any obligation hereunder, shall in any way prejudice the Party giving or allowing the indulgence, leniency or extension or preclude such Party from exercising any of its rights and enforcing the obligations of the other Party in terms of this Agreement.

This Agreement shall be governed by and construed and interpreted in accordance with the law of the Republic of South Africa.

OfferZen reserves the right to reference the Employer in marketing materials, on websites, in discussions, case studies and white papers and this right will continue even after termination of this Agreement.