Counter Terms & Conditions


Published Date: 7th September 2018

Thank you for visiting Counter (Counter Group Limited or as used herein: "Counter", "We", "Our", or "Us"). When You ("You" individually or the entity that You represent) use Our website www.joincounter.com (the "Site") or the Counter recruiting service (collectively, the "Service"), You are agreeing to Our terms, so please take a few minutes to review the Terms of Service (the "Agreement") below.

By accessing the Service You agree to be bound by this Agreement, and any additional terms referenced herein, including Our applicable Privacy Policy and Data Processing Agreement (as may be applicable in your jurisdiction) which sets out the terms in which We process any Personal Data collected from You, or provided to Us. By using Our Service, You consent to such processing and warrant that all data provided by You is accurate, current and complete. If You do not agree to this Agreement, the Privacy Policy, the Data Processing Agreement, and any other referenced agreements or documentation, You must not access the Service. In Agreeing, You also represent that You are legal age to form such Agreement, have the authority to bind Yourself or the company You represent, and have disclosed all information to Counter as necessary to perform the Services, including the name of all companies You are associating with. The Service is intended for adults only, and not intended for any children under the age of 18. Capitalised terms used in this Agreement are as defined throughout this Agreement.

Counter Group Limited is an UK company with registered office at Counter Group Limited, D9 Mainyard Studios, 17 Lyon Road, London SW19 2RL, United Kingdom and registered number 11438371. Counter Group Limited is the owner and operator of the Site and of the recruitment service provided by Counter Group Limited on Site (the Service).

1. Registration

In registering for an account on the Site, You agree to (1) provide true, accurate, current, and complete information about Yourself as prompted by the Service registration form ("Registration Data"), and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under Your account whether performed by You or a third party. If You provide any Content ("Content" means any information that You post, transmit, or submit through Our Service) that is untrue, inaccurate, not current, or incomplete, or Counter has reasonable grounds to suspect that such Content is untrue, inaccurate, not current, or incomplete, Counter has the right to suspend or terminate Your account and refuse any and all current or future use of the Site and/or Service. You agree not to create an account using a false identity or information, or on behalf of someone other than Yourself. You agree that You shall not have more than one account. You agree not to create an account or use the Site or Service if You have been previously removed by Counter, or if You have been previously banned from the Site or Service.

For more specific details on registration please see either the Candidate Specific Terms found here ("Candidate" means users who are seeking employment and/or contractor opportunities through Counter) or Client Specific Terms found here ("Client" means a company or individual interested in hiring, or engaging, Candidates).

Counter operates as an employment agency as defined by the Employment Agencies Act 1973 (as amended). Counter shall comply with all laws applicable to an employment agency, including the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended). For the avoidance of doubt, Counter is not and shall not be the employer, agent, partner or joint venture partner of any Candidate of Client. The Candidate is employed or engaged by the Client. Please note that these Terms may be modified at any time, therefore you are invited to consult them regularly. When important or significant changes are made, the page containing the Terms will be updated on the Website. We will also update the "Published Date" date at the top of the Terms. If you are registered on the Site, we will also notify you by email of any changes. Any modification of the Terms will be effective immediately for new Users of the Site and will be effective thirty (30) days after the publication of the new Terms for existing Users. If you do not agree to the new Terms, your sole remedy is to cease using the Site and Service. Otherwise, your continued use of the Site will constitute acceptance of the change(s).

2. Your Responsibilities

You are responsible for Your use of the Site and Service and for any use of the Site or Service made using Your account. You agree not to access, copy, or otherwise use the Site or the Service, including Our intellectual property and trademarks, except as authorised by this Agreement or as otherwise authorised in writing by Counter. Remember when using Counter We ask You to act reasonably and responsibly with others, within the bounds of decency and in compliance with all applicable laws. We may suspend or terminate Your access to the Service if You violate, or We suspect that You are violating, any of the terms and conditions of this Agreement or any applicable laws. Your continued access to Our Site and use of Our Service are contingent on Your agreement to act in a proper manner. When using Our Site and Service You agree that You will not (1) copy, distribute, or disclose any part of the Site, including by way of automated or non-automated "scraping" (2) use any automated systems including "robots" and "spiders" (3) interfere with or compromise Our systems’ integrity or decipher any server transmissions (4) impose any unreasonably large load on Our infrastructure (5) upload viruses, worms, or invalid data to the Service (6) collect or retain any personally identifiable information contained in the Service (7) access the Service by any means other than authorised herein, including virtual private networks which are expressly forbidden (8) stalk, harass, bully or harm others (9) impersonate any person or entity (10) hack, spam, phish, or otherwise provide untruthful, false, fraudulent, manipulative, or inflammatory content

For more specific details on Your responsibilities please see either the Candidate Specific Terms found here ("Candidate" means users who are seeking employment and / or contractor opportunities through Counter) or Client Specific Terms found here ("Client" means a company or individual interested in hiring, or appointment Candidates).

2.1 Conduct Of Employment Agencies And Employment Businesses Regulations 2003.
Counter, the Client, and the Candidate, agree that for the purposes of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (the "Conduct Regulations"), Counter shall be an 'employment agency' and the Client shall be a 'hirer', and the Candidate shall be a ‘work-seeker’ as defined in the Conduct Regulations and Employment Agencies Act 1973.

By accepting the terms set out in this Agreement, the Candidate agrees to provide Counter with such information as Counter may reasonably request, including (without limitation) as to the identity of the Candidate and information in relation to the Candidate’s experience, training, qualifications and authorisations as are necessary to undertake the work. The Candidate accepts that Counter may not be able to introduce the Candidate to a Client if any of the information requested is required and has not been provided

By accepting the terms set out in this Agreement, the Client agrees to provide all the information needed by Counter to enable Counter to comply with its obligations under the Conduct Regulations. The Client shall notify Counter as soon as reasonably practicable if any of this information changes. The Client accepts that Counter may not be able to introduce a Candidate if any of the information referred to above has not been provided.

The Client shall indemnify and keep indemnified the Counter Parties and their respective officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable legal fees) arising from the Client's breach of any of its obligations under this Section, including as a result of the Client's failing to provide the information required or providing information which is inaccurate or incomplete.

3. Third Party Agents

You may permit third party agents to access, use and/or operate the Service on Your behalf ("Third Party Agents") for the sole purpose of delivering services to You, provided that You will be fully responsible for Your Third Party Agents’ compliance with terms and conditions of this Agreement and any breach of this Agreement by a Third Party Agent shall be deemed to be a breach by You.

4. Third Party Services

Counter may provide to You, or provide Your Content to, certain third party services or third party service providers (collectively, "Third Party Service(s)") which may also provide to You links to sites, job postings, email and telephone correspondence and other offers outside of the Counter network. Such Third Party Services are provided "AS IS" without indemnification, support, or warranty of any kind, and this Agreement does not apply to Your use of any such provided Third Party Services. You are responsible for evaluating whether You want to access or use such Third Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third Party Services available outside of the Counter network, or may choose to not utilize such Third Party Services at any time. We reserve the right to suspend Third Party Services at any time. You should review any applicable terms and/or privacy policies of a Third Party Service before using it or sharing any information with it, because You may give the operator permission to use Your information outside of what You have agreed to herein. Counter is not responsible for, nor endorses any features, content, advertising, products or other materials on or available from such Third Party Services.

For additional information regarding how Counter and these Third Party Services use Your data, please refer to Privacy Policy.

5. Matching Process

5.1. General
Counter does not act as an agent for the purposes of the Matching Process. Counter merely provides Candidates a location and the software tools to enable them to find and connect with Clients. Candidates and Clients are solely responsible for any issues arising from the use of the Counter batch software or their use of Service. Any agreements created between a Client and a Candidate are not binding on us. We are not liable for, or obligated to enforce, any agreements between a Client and a Candidate. You will not consider Counter, nor will Counter be construed as, a party to such transactions, whether or not Counter receives some form of remuneration in connection with the transaction, and Counter will not be liable for any costs or damages arising out of or related to such transaction. No contractual obligations are created for either the Candidate or the Client through the use of the Service. The Candidate is not obligated to accept any Opportunities at all. Additionally, Interview Requests submitted by a Client to a Candidate through the Interview Request process are not binding on the Client.

5.2 Client Specific Process
For more specific details on the Matching Process please see the Client Specific Terms found here.

5.3. Candidate Specific Process
For more specific details on Matching Process please see the Candidate Specific Terms found here.

6. Payments And Credits

6.1. For Clients
For more specific details on Payments and Credits please see the Client Specific Terms found here.

6.2. For Candidates
For more specific details on Payments and Credits please see the Candidate Specific Terms found here.

6.3. For Contractor Engagement
For more specific details on Payments and Credits please see the Contractor Specific Terms.

6.4. Changes In Fees And Billing Methods
Counter reserves the right at any time to change its fees (including to begin charging for services that it is currently providing free of charge) and billing methods, either immediately upon posting on the Site or by email delivery to You.

7. Limitations On Liability
Counter is not liable for (1) any content posted by Clients or Candidates on Our Site or Service; (2) contracts, contractual obligations, or other obligations that may arise from an employment, contractor, or other relationship between Client and Candidate; (3) any review of content posted on Our Site or Service; (4) any damages that result through the use of Our Service; (5) any negative or critical comments that may be posted by Client, Candidate, or other third party through the Service; or (6) any of the Third Party Service(s) You may be provided pursuant to Your use of the Service.

We are not required to or under any obligation to review, screen, edit, monitor or remove any content posted on Our Site, although We reserve the right to do so, and to take any other action, in Counter’s discretion, with or without notice, to prevent any violation, enforce any provision, or rectify any alleged violations of this Agreement or any applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COUNTER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE AND/OR SERVICE, WHETHER OR NOT COUNTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM (1) THE USE OR INABILITY TO USE THE SITE AND/OR SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE AND/OR SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SITE AND/OR SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL COUNTER BE LIABLE TO A CANDIDATE, (REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR MORE THAN THE GREATER OF (1) THE SUCCESS FEE PAID BY THE CANDIDATE’S EMPLOYER (A CLIENT), OR (2) £100, AS A RESULT OF THE CANDIDATE’S USE OF THE SITE AND/OR SERVICE. IN NO EVENT WILL COUNTER BE LIABLE TO A CLIENT FOR MORE THAN THE SUCCESS FEES PAID BY THE CLIENT FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH CLIENT FIRST ASSERTS A CLAIM ARISING OUT OF OR RELATED TO AN EMPLOYMENT OFFER OR CONTRACTOR OFFER MADE BY CLIENT TO A CANDIDATE.

THE LIMITATIONS OF THIS SECTION WILL NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

7.1. Further Limitations
Our licensors and service providers will have no liability of any kind under this Agreement. You may not bring any claim under this Agreement more than eighteen (18) months after the cause of action arises.

8. Confidentiality

8.1. Confidential Information
Means non-public technical, business or other information or materials disclosed or otherwise made available by one party in connection with the Service that are in tangible form and labeled "confidential" or the like, or are provided under circumstances reasonably indicating their confidentiality. Our Confidential Information includes: (1) login credentials; and (2) any information or materials relating to the Service. Your Confidential Information does not include Your Content.

8.2. Protection
A party may use Confidential Information of the other party solely to exercise its rights and perform its obligations under this Agreement or as otherwise permitted under this Agreement. Each party will disclose the Confidential Information of the other party only to the employees, service providers or contractors of the recipient party who have a need to know the Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than each party’s duty under this Agreement. Each party will use reasonable care to protect the confidentiality of the other party’s Confidential Information.

8.3. Exceptions
The recipient’s obligations under this Section with respect to any Confidential Information will terminate if the recipient can show by written records that the information: (a) was already rightfully known to the recipient at the time of disclosure by the other party; (b) was disclosed to the recipient by a third party who had the right to make the disclosure without any confidentiality restrictions; (c) is, or through no fault of the recipient has become, generally available to the public; or (d) was independently developed by the recipient without access to, or use of, discloser’s Confidential Information. The recipient may disclose Confidential Information to the extent the disclosure is required by law or regulation or the listing rules of any stock exchange. The recipient will provide the other party notice, when practicable, and will take reasonable steps to contest and limit the scope of any required disclosure.

8.4. Continuing Obligations
You agree to keep all information gained from using Our Site confidential; You agree that (1) You will use any content submitted by Candidates or Clients in accordance with applicable privacy and data protection laws; (2) You will not disclose the names or identities of any Candidates; AND (3) You will take appropriate physical, technical and administrative measures to protect content You obtain through use of the Site and/or Service from loss, misuse, unauthorised access, disclosure, alteration or destruction. You also agree not to post, publicly or privately disclose or disseminate any Opportunities which You become aware of through Our Site or Service.

9. Intellectual Property Rights

The design of the Service along with Counter created text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Counter, subject to copyright and other intellectual property rights under the courts of England and Wales and foreign laws and international conventions. Counter reserves all rights in and to the Service and the Site. You agree to not engage in the use, copying, or distributing any content contained within the Site or through the Service unless We have given You express written permission to do so.

10. Licensing To Counter

You hereby grant to Counter and its owners, affiliates, representatives, licensees, licensors and assigns (the "Counter Parties") a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to: (1) display, publicly perform, distribute, store, broadcast, transmit and reproduce Your logo(s), service marks, trademarks and trade names through the Site, the Service and/or any other medium currently invented or invented in the future; and (2) display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or any part of the Content and anything We may make with the Content through the Site, the Service and/or any other medium currently invented or invented in the future. Further, You waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section. We reserve the right to display advertisements in connection with the Content. We are not required to host, display, or distribute any of the Content and We may refuse to accept or transmit the Content, and may remove or delete all or any portion of the Content from Counter at any time. By submitting any Content to us, You hereby represent and warrant that You own all rights to the Content or, alternatively, that You have the right to give us the license described above. Finally, You represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You understand that when using the Site and/or the Service You will be exposed to content from a variety of sources, and that Counter is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and that such content is not the responsibility of Counter. You further understand and acknowledge that You may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against the Counter Parties with respect thereto, and agree to indemnify and hold the Counter Parties harmless to the fullest extent allowed by law regarding all matters related to Your use of the Site.

11. Disclaimer Of Warranties

THE SITE AND SERVICE ARE PROVIDED TO YOU AS IS. COUNTER PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

THE COUNTER PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SITE AND/OR SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SITE AND/OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE AND/OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SITE AND/OR SERVICE WILL BE CORRECTED.

YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND/OR SERVICE.

12. Indemnity

You agree to defend and indemnify the Counter Parties from and against any third party claim, including reasonable legal fees, court costs, settlements, and disbursements, from or relation to (a) Your Content (b) Your use of the Service (c) Your violation of any term of this Agreement (d) Your violation of any third party rights, including privacy rights, (e) Your violation of law or Your users (f) use of any services provided by Third Party Service Providers (g) any findings that the Counter Parties are employers or related employers of any Candidate, contractor employed, or retained by a Client. You may not settle or compromise any Infringement Claim without Our prior written consent.

13. General

13.1. Communications Decency Act
Counter asks that You please be respectful when communicating with others through the Service. Counter is and will not be liable for any content posted on Our Site. Counter may, but has no obligation to, monitor or review any content on the Site. Although We may choose to edit or delete any content We determine to be defamatory, We are not required to.

13.2. Trademark Infringement
We take copyright and trade mark infringement very seriously. Without liability to any user and in accordance with paragraph 19 of the Electronic Commerce (EC Directive) Regulations 2002 (SI2002/2013) and Article 14 of the E-Commerce Directive (2001/31/EC) We reserve the right to, at any time, with or without notice and in Our sole discretion, terminate the account of any user and/or remove any content posted by any user that infringes intellectual property right(s) upon prompt notification to Counter by the intellectual property right(s) owner or their legal representative.

Without limiting the foregoing, if You believe that any material on the Site of Service infringes Your copyright and/or trade mark rights, please provide the following information (1) a description of the copyright work and/or trade mark that You claim has been infringed; (2) a description of the location on the Site or Service of the material that You claim is infringing Your right(s); and (3) a description of the infringement to [email protected]

13.3 Applicable Law and Jurisdiction
This Agreement shall be governed by the laws of England and Wales. Save as otherwise set out in the Section entitled Dispute Resolution, the English courts shall have exclusive jurisdiction over any claim arising under or in connection with this Agreement.

13.4. Force Majeure
You agree that We are not responsible to You for anything that We may otherwise be responsible for, if it is the result of events beyond Our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond Our control.

13.5. Severability; Headings
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Counter shall have the sole right to elect which provision remains in force. Headings in this Agreement are for reference purposes only and will not be used in its construction and/or interpretation.

13.6. Non-waiver
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law will not be construed as Our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

13.7. Termination
We may suspend the Service or Your account or any other provision of services to You, and We may terminate this Agreement, at Our discretion without explanation and notice, though We will strive to provide a timely explanation in most cases. In the event of Your breach of any terms or obligations contained in the preamble, the body of this Agreement, Client Specific Terms found here, Candidate Specific Terms found here, Our Privacy Policy, payment terms or obligations, or any other policy, or general terms, with respect to the use of the Service, We will notify You of such breach, and in the event the breach can be cured, provide You thirty (30) days to cure such breach. If such breach remains uncured, We will terminate this Agreement with You as set forth herein. If You wish to terminate this Agreement, You may do so by notifying Counter at any time and closing Your account for the Service. Your notice should be sent in writing, in accordance with Section 13.10 "Notice" below. Termination of the Agreement may result in the immediate deletion of any or all of the Content. Counter will not have any liability whatsoever to You for any suspension or termination, including for deletion of the Content. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, success fee provisions, warranty disclaimers, indemnity and limitations of liability.

13.8. Assignment
You may not sell, transfer, or assign Your rights and/or obligations under this Agreement to any other party without Our prior written consent. We may assign Our rights and/or obligations under this Agreement to any other party at Our discretion.

13.9. Notice
Where Counter requires that You provide an email address, You are responsible for providing Counter with Your most current email address. In the event that the last e-mail address You provided to Counter is not valid, or for any reason is not capable of delivering to You any notices required or permitted by this Agreement, Counter’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Counter at the following address: Counter Group Limited, Mainyard Studios, 17 Lyon Road, SW19 2RL. Such notice shall be deemed given when received by Counter by letter delivered by nationally recognised overnight delivery service or first class postage prepaid mail at the above address.

13.10. Entire Agreement
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

13.11. Electronic Communications
The communications between You and Counter use electronic means, whether You visit the Site or the Service or send Counter emails, or whether Counter posts notices on the Site or Service or communicates with You via email. For contractual purposes, You (1) consent to receive communications from Counter in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Counter provides to You electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect Your statutory rights.

13.12 Modifications
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY COUNTER IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, We will make a new copy of the Agreement available at the Site. We will also update the "Last Revised" date at the top of the Agreement. If We make any material changes, and You have registered to use the Service, We may also send an email to You at the last e-mail address You provided to us pursuant to this Agreement. Any changes to the Agreement will be effective immediately for new users of the Site or Service and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for users who have a registered account on the Site ("Registered Users") upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. Counter may require You to provide consent to the updated Agreement in a specified manner before further use of the Site or the Service is permitted. If You do not agree to any change(s) after receiving a notice of such change(s), You shall stop using the Site and/or the Service. Otherwise, Your continued use of the Site and/or Service constitutes Your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.

13.13 Beta or Evaluation Usage
If You access a feature or functionality of the Site or Service which is indicated or marked by Counter as offered to You as a beta, or evaluation feature or functionality (referred to as the "Beta Service"), then You may use the Beta Service for a period as determined by Counter, pursuant to either the advertised fees of such Beta Service, or Counter’s then current fees for the Beta Service, as may be applicable in each instance.

NOTWITHSTANDING ANY OTHER PROVISION OF THE TERMS OF SERVICE OR ANY AGREEMENT YOU MAY HAVE DIRECTLY WITH COUNTER, YOUR USE OF THE BETA SERVICE WILL BE PURSUANT TO COUNTER’S THEN CURRENT TERMS OF SERVICE AND PRIVACY POLICY. COUNTER PROVIDES THESE BETA SERVICE(S) "AS IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, REFUNDS, OR INDEMNIFICATION OF ANY KIND.

Any offering of such Beta Service(s) does not constitute an implied commitment to offer Beta Services to You or anyone as part of the Site or Service on a generally available basis, or obligate Counter to continue to offer Beta Services to You at for any amount of time. Counter reserves the right to modify any fees associated with the Beta Service, including beginning to charge You for use of the Beta Service pursuant to the "Modifications" section of the Terms of Service found herein.

14. Client Specific Terms

14.1. Description of Service For Clients
As a Client, You have the opportunity to find talented individuals and reduce the costs involved with hiring and retaining such talent. You may submit interview requests ("Interview Requests") for Candidates on Our Service that apply to Your Opportunity and that You feel may be a fit for Your company. However, these Requests are non-binding and do not create a binding contract. A Success Fee (as defined in Section 14.4 below) will only be collected from You in accordance herein after You have successfully hired a Candidate. YOU UNDERSTAND THAT COUNTER DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS). YOU AGREE TO (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE ENGAGING CANDIDATE, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED CONTRACT OF ANY CANDIDATE."

14.2. Registration For Client
In order to use Counter as a Client You must also register. Registration is free. When registering We may ask You for additional information related to Your company and the types of Candidates You are looking for. We may also allow You to use a third party service such to register. We will review the information that You provided to us during the registration process and any other information that is publicly available. We reserve the right, in Our sole discretion, to accept or reject Your registration to use Our Site and Service. If Your registration is accepted, You will be allowed to list Opportunity(ies) on the Site, and make Interview Requests to, Candidates that have applied to your Opportunity on Counter.

14.3. Opportunity - The Client’s Role
An Opportunity is defined as a vacant job description listed on the Site containing the job role, specification, salary and other relevant information as so defined and / or requested by the Client and / or Counter. Post the registration process, a Client can post an Opportunity(ies) following Counters approval process. A Client’s Opportunity is used as part of the Matching Process and it is the Client’s responsibility to ensure the Opportunity represents a fair accurate and reflection of the position.

14.4. Matching Process - Client’s Role
The "Matching Process" is the the process which permits Counter to match Candidate with profiles that are either ‘Open to Opportunities’ or ‘Not Actively Looking’ with a Client’s Opportunity. Following the Matching Process, Employers will be able to send Interview Requests to those Candidates who have applied to the Opportunity. The Matching Process does not create any contractual obligation between Candidates or Clients. The Matching Process merely allows Candidates to meet Clients who may be interested in hiring them. "Permanent Hire" is defined as a Candidate accepting a “Offer of Employment”. A "Qualified Introduction" occurs when a Candidate applies to a Client’s Opportunity. This results in an automated email introduction between the Candidate and Client. The month in which the automated email introduction occurs is the month of record for the Qualified Introduction

Following the Matching Process, Clients can access the profiles of Candidates who have applied to their Opportunity. They may then make an Interview Request to one or more Candidates. If a Candidate accepts the Interview Request, the traditional recruitment process then begins (interviews, etc.). Once the Client has been introduced to a Candidate on our Site, the Client agrees to communicate with the Candidate exclusively via our Site up until the candidate has accepted an Interview Request. The Client and the Candidate may use other means of communication once the Candidate has accepted the Interview Request. The Client agrees not to try to circumvent our Site and Service by attempting to communicate independently of our Site and to employ the Candidate by other means, after finding the Candidate on our Site.

14.5. Success Fees
For purposes of this Agreement, "Success Fee" shall refer to Counters’s then-current prevailing list price for Offers of Employment (including Permanent Hires and Contractor Engagements) by Clients accepted by Candidates. Client agrees to pay the Success Fees charged to Client’s account in accordance with the fees, charges, and billing terms in effect at the time the Success Fee is due and payable hereunder. Notwithstanding the foregoing, in the event of a Success Fee dispute, if a Client can establish that the Client had an Active Process (as defined below) with the Candidate before using Our Site and Service (e.g., the Candidate had already begun the interview process with the Client and such process had not been terminated, or the Client had received the Candidate’s resume / curriculum vitae from an employment agency or headhunter and the Candidate was under active consideration by the Client), the Client may be exempted from paying the Success Fee. However, the final determination as to whether a Success Fee is owed by the Client for an accepted Offer of Employment will be at the sole discretion of Counter. For the purposes hereof, "Active Process" shall mean continuous direct, back & forth communication, in an active recruiting or hiring context where a decision to put a candidate on hold or reject has not been made, within the three (3) months prior to using the Site or Service for a Candidate that exists in Client’s applicant tracking system or that was submitted by a recruiting agency.

The Client can choose between two different Success Fee payment Options upon registration:

OPTION 1: In respect of a Candidate employed, the Client pays a fee equal to 15% + VAT of the gross annual salary set out in the employment contract.

Or

OPTION 2: The Client pays a monthly success fee (for 12 months) equal to 1.5% + VAT of the gross annual remuneration of the hired Candidate (‘monthly recruitment fees’) indicated in the employment contracts.

The first payment must be made by direct debit and paid on the date that the Candidate starts to work. All further payments must be made by direct debit and set up to go through on a monthly basis, for a period of 12 months, and identified by Counter.

Counter will stop any further monthly recruitment fee payments at the end of the month of the Candidate’s last day with the Employer, provided that:

All payments due by the Client have been paid in conformance with these Terms;
The Client has notified Counter of the termination of the contract in writing (by registered letter or e-mail) within 14 days of the termination;
The Client, its subsidiaries or another company in the group did not hire the Candidate within 12 months after the contract has ended;
The reason for the termination is entirely in relation to the qualifications, attributes or conduct of the Employee who had been found through Counter;
The Candidate was not laid off for economic reasons or due to internal restructuring by the Client;
The Candidate was not hired on a freelance/contract basis within the framework of a service agreement;
The Candidate was not initially hired as an employee and then switched to a service agreement.

IF YOU ARE A CLIENT who is using Our Site and/or Service, You agree to the Success Fee provisions, and the fees, charges, and billing terms in effect at the time the Success Fee is due and payable. If You do not agree with any of the provisions of this Agreement, please terminate Your account immediately and cease using Counter. YOUR OBLIGATION TO PAY ANY SUCCESS FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

If a Client circumvents Our Site and/or Service after discovering a Candidate through Our Site or Service and subsequently hires that Candidate within twelve (12) months of the date on which the Client first viewed the Candidate on the Site, the Client will pay a Success Fee equal to 25% of the 1st year base salary or prorated contractor compensation of the Candidate and Counter may, in its sole discretion, terminate the Client’s account.

14.6. Payment For Clients
Once We have accepted the registration of a Client, the Client will be able to list Opportunities and make Interview Requests and contact (through the Service) Candidates listed on Our Site and Service. If a Candidate identified through use of Our Service accepts an Offer of Employment within twelve (12) months of the date on which the Client first viewed the Candidate on the Site, the Client will be charged the Success Fee as agreed during your registration. Counter fees must be paid regardless of whether a probation period is required or not.

As a Client You agree that (1) if You make an Offer of Employment, You shall (a) provide Counter with a copy of a fully executed Offer of Employment, or (b) execute a document between You, Counter and Candidate that states material employment terms, including, among other things, Start Date, key terms and compensation, promptly upon the signing of an Offer of Employment letter between You and such Candidate (the "Effective Date"), as requested by Counter, (2) You will promptly notify Counter should the Start Date or Offer of Employment terms change at any time, and (3) You will promptly notify Counter after termination of the Candidate’s employment as an employee, intern, consultant or contractor ("Employment") in the event that (a) such Employment is terminated based on unsatisfactory performance within ninety (90) days of the date on which it commenced, (b) the Candidate voluntarily terminates Employment within ninety (90) days of the date on which Employment commenced, or (c) before the Start Date, either Client or Candidate elect not to begin the Employment contemplated by the Offer of Employment.

14.7. Subscription Agreements
Clients engaged in a Subscription Agreement with Counter (individually a "Subscription Client" and collectively "Subscription Clients") will be charged a Subscription fee as agreed upon between the Client and Counter for the period as agreed upon between the parties (the "Subscription Period"). During the Subscription Period, the Subscription Client will be able to list Opportunities, send Interview Requests, contact (through the Service) and extend Offers of Employment to Candidates listed on Our Site and Service post the Matching Process as defined above. Unless otherwise agreed in writing all Offers of Employment accepted within the Subscription Period will not be subject to any additional fees beyond the Subscription Agreement fees as agreed upon between You and Counter.

Subscription Clients are required to promptly notify Counter once a Candidate has accepted an Offer of Employment and notify Counter of the Start Date for such Candidate (including prompt notification of any subsequent changes in such Start Date). Subscription Clients shall provide Counter with (1) a copy of a fully executed Offer, or (2) execute a document between the Subscription Client, Counter and Candidate that states material contractual terms, including, among other things, Start Date and compensation promptly upon the Effective Date. In the event that before the Start Date, either the Subscription Client or Candidate elect not to begin the relationship contemplated by the Offer of Employment, the Subscription Client shall promptly notify Counter and the Candidate shall not be eligible for any Candidate Payment.

If a Subscription Client circumvents Our Site and Service after discovering a Candidate through Our Site or Service and subsequently hires that Candidate within twelve (12) months of the date on which the Client first viewed the Candidate on the Site, the Subscription Client will pay a Success Fee equal to 25% of the 1st year base salary or prorated contractor compensation of the Candidate and Counter may, in its sole discretion, terminate the Subscription Client’s account.

14.8. Payment
Client agrees to pay the Success Fees charged to Client’s account in accordance with the fees, charges, and billing terms in effect at the time the Success Fee is due and payable hereunder. All fees (such as Success Fees or Subscription Fees) for the Counter Service are due and payable net thirty (30) days from the date indicated on each invoice as sent to Client by Counter.

Counter invoices are payable upon receipt. If payment is not received within 30 days, Counter shall be entitled to charge costs and interest on the outstanding amount without notice, in accordance with the Late Payment of Commercial Debts (Interest) 1998.

Any dissatisfaction on the part of the Employer regarding an invoice or the nature of the Services must be clearly expressed in a letter addressed and sent by registered mail within 14 days from the date of the invoice. In the absence of such a letter, the Employer will be held to have accepted the invoice. All Counter invoices are available on-line to the Employer.

14.9. Credits
At Counter We value Our Client’s satisfaction in using Our Site and Service to hire great Candidates. If (1) a Client hires a Candidate and terminates the Candidate’s Employment or Contractor Engagement based on unsatisfactory performance within ninety (90) days of the Start Date, (2) a Candidate voluntarily terminates his or her Employment within ninety (90) days of the Start Date, or (3) Candidate does not start Employment or Contractor Engagement because either Client or Candidate elects not to begin the employment relationship contemplated in the Offer of Employment, (each, a "Termination Event"), upon written receipt and confirmation of such information within 14 days of said Termination Event, Counter will provide Client a credit for additional Counter Services corresponding to the Success Fee related to the Candidate who was the subject of the Termination Event if such Success Fee was paid by Client prior to the Termination Event. No credits shall be provided for Option 2, monthly Success Fee, or for Subscription services.

For the avoidance of doubt Counter will only provide a credit if the Client, its subsidiary or another company in the group did not hire the Candidate within 12 months after the contract has ended; The Candidate was not hired on a freelance/contract basis within the framework of a service agreement; The Candidate was not initially hired as an employee and then switched to a service agreement.

15. Candidate Specific Terms

15.1. Description Of Service For Candidates
Counter is an online service that connects Candidates with Clients through a non-binding Matching Process for a Candidate’s services. Candidates are able to view a Clients Opportunity, as part of the Matching Process. Additionally, the Candidates’ use of Counter is free, and the Matching Process, application to an Opportunity and Interview Request process is non-binding and does not create any contractual obligations between the Client and the Candidate. The Matching Process only acts as a tool for Candidates to explore Opportunities without obligation.

15.2. Registration For Candidate
In order to use Counter as a Candidate You must register and create a profile. The use of the Site and the Service is free for Candidates. When registering with Counter, We may require You to provide us information such as Your name, e-mail address, mobile telephone number, employment history, work experience, educational background and skill set. Furthermore, You agree to provide us with any other identifying documents that We may request. We will review the information that You provide to us during the registration process and We may also review any other information about You that is publicly available. We reserve the right, in Our sole discretion, to accept or reject Your registration to use Our Site and Service. If Your registration is accepted, You will be allowed to use Our Service.

15.3. Matching Process - Candidate’s Role
When a candidate registers on Counter, they are able to elect whether they are Open to Opportunities or Not Actively Looking

A Candidate that is Open to Opportunities is defined as a Candidate who at any given time has permitted Counter to immediately and automatically send them any appropriate Opportunities listed by Clients following the Matching Process.

A Candidate that is Not Actively Looking is defined as a Candidate who at any given time has permitted Counter to automatically send them any appropriate Opportunities listed by Clients following the Matching Process no more frequently than on a weekly basis.

Once accepted onto Our Site, a Candidate is able to change their profile between Open to Opportunities and Not Actively Looking at any point. Whether a Candidate is Open to Opportunities or Not Actively Looking, they will still be automatically submitted to the Matching Process.

Following the Matching Process, any Candidates that has applied to a Clients Opportunity will be visible to that Clients and may receive an Interview Requests from this Client. Candidates agree to respond to each Interview Request sent by an Employer within a maximum of 48 hours after receipt.

The Candidate then has the option - not the obligation - to accept an Interview Request. Acceptance of an Interview Request simply begins the traditional recruitment process (interviews, etc.). If the Candidate receives a written Offer of Employment from an Client, the Candidate agrees to respond to the Client within 48 hours.

In all cases, the Candidate must demonstrate professionalism during each interaction and interview with a Client. The Candidate should always make themselves reasonably available for any contact from the Counter team once an Interview Request has been received.

The Candidate agrees not to attempt to circumvent Our Site and Service by independently attempting to communicate with a Client that contacted or communicated with them on Our Site or Service.

15.4 Opportunity - The Candidates Role
A Candidate can apply for any Opportunity they are presented with post the Matching Process.

15.5. Payments For Candidates
Counter is free for Candidates. A Candidate is required to promptly notify Counter if the Candidate (1) accepts an Offer of Employment, whether for an indefinite or fixed term, (2) accepts an Offer of Employment during or within twelve (12) months after termination of an Internship (as defined below) of any duration, (a) with a Client who was identified by the Candidate through the use of Our Site or Service, or (b) from a Client who identified the Candidate through the use of Our Site or Service.

For Offers of Employment for full time employment of an indefinite term, the Candidate will receive a payment (the "Candidate Payment") based upon Counter’s Candidate bonus scale. The Candidate Payment will be paid not later than 120 days after the work Start Date of the Candidate with Client. For Offers of Employment of a fixed term, the contractor will receive a payment (the "Contractor Payment") based upon Counter’s contractor bonus scale The Contractor Payment will be paid not later than 120 days after the completion date of a Contractor Engagement (the "Completion Date") only for Contractor Engagements that are at least 500 hours of billable time. The date on which a Candidate commences work under an Offer of Employment is the "Start Date".

Notwithstanding anything else to the contrary in this Agreement, no Candidate Payment and/or Contractor Payment will be due or paid to any Candidate or Contractor who fails to provide Counter all of the following within one hundred twenty (120) days of the Start Date for Candidates or one hundred twenty (120) days of the Completion Date for contractors: (i) a copy of the Offer of Employment letter; all banking information necessary for electronic payment, including but not limited to the bank name, address and account number to which the payment should be made.

A Candidate is only eligible to receive one Contractor Payment per Client.

If You are a Candidate who is using Our Site and/or Service, You agree that (1) if You receive an Offer of Employment, You shall promptly notify Counter of Your Start Date and the key terms of such Offer of Employment (and notify Counter promptly should that Start Date or Offer of Employment terms change at any time), (2) You shall provide Counter with (a) a copy of a fully executed Offer of Employment letter, or (b) execute a document between Client, Counter and Candidate that states material employment terms, including, among other things, Start Date and compensation, promptly upon the signing of an Offer of Employment letter between You and such Client (the "Effective Date"), as requested by Counter, and (3) You will promptly notify Counter after termination of Your employment as an Candidate, intern, consultant or contractor ("Employment") in the event that (a) a Client terminates Your Employment based on unsatisfactory performance within ninety (90) days of the date on which Your Employment commenced, or (b) You voluntarily terminate Your Employment within ninety (90) days of the date on which Your Employment commenced. In the event that before the Start Date, either Client or Candidate elect not to begin the employment relationship contemplated by the Offer of Employment, Candidate shall promptly notify Counter and such Candidate shall not be eligible for the related Candidate Payment. In the event that within ninety (90) days of the date on which Your Employment commenced (4) a Client terminates Your Employment (other than as part of a reduction in force) or (5) You voluntarily terminate Your Employment, and (6) You have received the Candidate Payment, then Counter is entitled to the return of the Candidate Payment and You shall promptly return that Candidate Payment to Counter. The foregoing repayment amount is a debt immediately owed to Counter and the Candidate will pay for any professional fees Counter incurs in enforcing such repayment obligation.

16. Contractor Engagements

16.1. General
Counter is an online service that, in addition to other features, connects Candidates and Clients for potential contractor engagements as may be agreed upon between the Candidate and Client (referred to herein as "Contractor Engagements"). Client and Candidate are responsible for any contracts or agreements they may form with respect to such Contractor Engagements, including independent contractor agreements, confidentiality agreements, or any other agreements as may be deemed applicable between the parties. Counter does not control, manage, or provide any guidance with respect to the determination of independent contractor or employee status, subsequent agreements between Client and Candidate, or services performed by or payments made to the Client pursuant to a Contractor Engagement. Candidate and Client expressly agree that no joint venture, partnership, employment, or agency agreement exists between them and Counter as a result of this Agreement or any use of the Service, and that Counter is not a joint employer for purposes of this Agreement.

16.2. Classification and Relationship
Client and Candidate assume all liability for proper classification of Candidates as independent contractors or employees based on applicable legal guidelines. Candidate and Client acknowledge that Counter does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed. Counter does not set work hours, location of any work pursuant to any contractor relationships. Counter will not provide either party with training or any equipment, labor or materials needed, or supervision of a Client for a particular engagement. Counter will not set the rate or method of contractor payment, process contractor invoices, nor will it provide benefits or deduct any amount for withholding, unemployment, or other taxes. Client and Candidate will be solely responsible for all tax returns and payments required to be filed by the tax authority with respect to a contractor engagement.

16.3. Indemnification.
In addition to the indemnification obligations set forth in the Terms of Service, Client and Candidate agree to indemnify, hold harmless and defend Counter from any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising out of or related to their engagement, including but not limited to any breach of any of Contractor’s representations and warranties, from the death or injury of any person or persons, including employees of Client or Contractor, or from damage or destruction of any work or properties, attributable to or resulting from Contractor’s engagement with Client, claims misclassification of a Client as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Candidate was misclassified, any claim that Counter was an employer or joint employer of Candidate, as well as breach of agreement, action, inaction, omission or any claims under any employment-related laws, such as those relating to termination of employment, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, minimum wages, payroll taxes, social security or unemployment taxes, or disability insurance, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits required by law.

16.4 Payment To Counter For Contractor Engagements
Client agrees to pay the then-current Success Fees for Contractor Engagements charged to Client’s account in accordance with the fees, charges, and billing terms in effect for Contractor Engagements at the time the Success Fee is due and payable hereunder, pursuant to the Client Specific Terms found here, as set forth herein. In the event that a Contractor Engagement results in a Candidate accepting an Offer of Employment, the Client will pay a fee equal to Counter’s then current Success Fees for such Employment, pursuant to the Client Specific Terms found here set forth herein.

16.5. Limited Exclusivity For Contractors
For 180 days after the end of any Contractor Engagement, the Client must only use Counter to engage any contractor formerly provided through Counter, the Site and/or Service.