These Terms of Service (“Terms of Service”) govern your use of all Revelo Talent Corp (“Company” or “Revelo”) software, platform, technology and/or services, as well as contain the fundamental terms and conditions by means of which Revelo renders its services. By accepting these Terms of Service, and/or by using Revelo’s software, platform, technology and/or services, you agree to the Terms of Service.
You represent that you are entering into this agreement on behalf of the entity identified upon registration (“Client”) and that you have the capacity and authority to act on behalf of Client and bind Client to this agreement.
Revelo reserves the right to periodically modify these Terms of Service upon written notice to Client, and such modification shall automatically become effective thirty (30) days after such modification. In case you do not agree with a given modification to these Terms of Service, you shall notify Revelo within thirty (30) days as of receipt by Client of the notice of the relevant modification. In the event Client provides such written notice, your agreement will continue to be governed by the version of the Terms of Service prior to the relevant modification or, if Revelo chooses so, immediately terminates the Agreement.
Upon your acceptance of these Terms of Service as described above, Client automatically enters into a Services Agreement with Revelo (“Agreement”), which shall be binding to Client as per the terms below. In case such Agreement conflicts with the terms and conditions set forth in the Master Services Agreement (“MSA”) occasionally entered into by Client and Revelo, the terms and conditions of the MSA shall prevail.
WHEREAS:
(A) Revelo is a technology company that, through its platform and search engine, renders services of sourcing, matching and introducing experts to the Client and allowing the management of the ongoing engagement of such experts by the Client (“Experts”), in accordance with its clients’ needs and requests;
(B) Client desires to engage Revelo to perform the Services for Client; and
(C) Once Client decides to retain the services of a chosen Expert, services will be provided by Expert in accordance with the applicable Statement of Work (“SOW”),
THEREFORE, the Parties agree as follows:
1. DEFINITIONS
1.1 Definitions. For the purposes of these Terms of Service, the terms and expressions in quotes listed below, when beginning with capital letters, whether in plural or singular, masculine or feminine form, shall have the following meanings:
“Anticorruption Laws” has the meaning ascribed to in Section 12.2.
“Client” means Revelo’s clients, on behalf of which you accept these Terms of Service.
“Company” means Revelo Talent Corp.
“Confidential Information” has the meaning ascribed to in Section 5.1.1.
“Contract” means the individual services agreement to be entered into by Client with each one of the chosen Experts, once Client decides to engage a chosen Expert, by means of which such Expert referred to Client by Revelo shall be hired, directly or indirectly, for any position, as a consultant or independent contractor.
“Documents” has the meaning ascribed to in Section 2.1.
“Experts” means specialized technology experts, personnel and service providers.
“Fees” means the fees set forth in the applicable SOW.
“Losses” has the meaning ascribed to in Section 9.1.
“Master Services Agreement” or “MSA” means the master services agreement that occasionally may be entered into between Client and Revelo in order to further specify terms and conditions that shall govern the legal relationship between Client and Revelo, which shall be in addition and complementary to these Terms of Service.
“Party” means, individually and indistinctly, Revelo and the Client, and “Parties” means Revelo and the Client together.
“Services” has the meaning ascribed to in Section 2.1.
“SOW” means each Statement of Work which will be signed between the Client and Revelo for each engaged Expert to provide Services to Client under this Terms of Service.
“Terms of Service” means this Terms of Service.
2. SERVICES
2.1 Services. Revelo will: (a) search, source and introduce Experts to the Client, using commercially reasonable efforts; and (b) where applicable, allow the management of the ongoing engagement by the Client of some Experts as further described in these Terms of Service and the applicable SOW (“Services”). Experts presented by Revelo to Client, whether verbally or in writing, shall be classed as an Expert, and therefore subject to the terms and conditions of these Terms of Service, regardless of the term such Expert remains hired, engaged, or otherwise contracted by Client in connection with Revelo’s services. In addition to this Agreement, Client and Revelo may enter into a Master Services Agreement to further detail the relationship between Client and Revelo; which jointly with the SOW and the Contract are together herein referred to as the “Documents”.
2.1.1 Once Client decides to engage a chosen Expert, such Expert referred to Client by Revelo shall be engaged to perform services, as a consultant or independent contractor, by Client, its affiliates, parents or subsidiaries, by means of individual services agreement to be entered into with each one of the chosen Experts (“Contract”), as described in one or more SOW.
2.1.2 The Parties acknowledge and agree that the Services will be rendered on a non-exclusive basis.
2.1.3 Revelo shall be responsible for the quality and high standards of the candidates’ recruiting process assuring the accuracy of information provided to Client regarding the candidates and conducting background checks, as it deems necessary, to verify candidates’ information or to obtain such other information, as it may deem relevant.
2.1.4 Notwithstanding the above, Client, at its sole discretion, may conduct its own further lawful background checks, at any time, regarding the candidates, and Revelo shall provide reasonable assistance to Client on such lawful background checks. During the recruiting process, Client may reject any candidate, at its sole discretion.
2.1.5 As part of the Services, Revelo shall assist the Client in performing ancillary activities in connection with the Contract, including the facilitation of the Client’s payments to the Experts and/or any taxes to authorities, if applicable, and the management of exclusive benefits to Experts.
2.1.6 Client understands and agrees that Revelo shall not: (i) make decisions regarding engagement, termination or changes in the compensation of the Experts; (ii) control or direct the Expert in any way regarding scope, schedules, deliverables and/or other expected results from the Expert work; nor (iii) be responsible for the performance of any Expert, as the Experts work depends in significant part on Client's information, assistance, specifications and requirements. As a result, Revelo expressly does not warrant or guarantee the quantity of the deliverables and/or the Experts' behavior while performing the work and Revelo is not liable for any claim, loss, or liability as a result of an Expert's acts or omissions.
3. REVELO FEES
3.1 Client will pay Revelo the fees set forth in the applicable SOW (“Fees”), which shall be inclusive of any taxes and contributions arising from the rendering of the Services and/or the Expert’s services, any other costs and/or benefits, if applicable.
4. EXPERTS FEE
4.1. Revelo or one of its payment providers will be responsible for carrying out the payment of the Experts Fee to the relevant Experts on behalf and as instructed by the Client, therefore acting in the capacity of agent of the Client.
4.2. Any delay in the payment of a given invoice will result in the application of a 2% (two percent) fine of the due amount, as well as a 1% (one percent) monthly interest of the due amount. Additionally, in the event the Fees are not timely and fully paid by Client, Revelo is automatically exempt of its obligation to carry out the payment of the Experts Fees corresponding to the period in relation to which the Fees are due. In such event, Revelo shall resume the payment of the Experts Fees within forty-eight (48) hours as from the payment, by Client, of the relevant Fees.
5. CONFIDENTIALITY, INTELLECTUAL PROPERTY AND DATA PROTECTION
5.1. Each Party may be given access to the Confidential Information, as defined below, of the other Party in order to perform its obligations under this Terms of Service and the Documents.
5.1.1. A “Confidential Information” is any and all non-public information of whatever nature disclosed directly or indirectly by a Party to the other Party, including (without any limitation whatsoever) any information relating to its business affairs, customers, suppliers, products and services, technical information and data, financial information, marketing information, analyses, documents, data, formulae, processes, designs, know-how, source code, object code, trade secrets and intellectual property rights which information is designated in writing to be confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary.
5.2. A Party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving Party;
(b) was in the other Party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
(d) is independently developed by the receiving Party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by any laws, by any court of competent jurisdiction or by any regulatory or administrative body, provided that the receiving Party, where legally permissible, notifies the disclosing Party and cooperates with such Party to limit the disclosure to what is legally necessary.
5.3. Each Party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than for the purposes envisaged or permitted by this Terms of Service, save that in the case of Revelo, the Client agrees that limited and pre-agreed Confidential Information can be disclosed to Experts.
5.4. Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Terms of Service (and each Party shall be responsible for any such breach by their employees or agents).
5.5. The Contract shall establish that any and all modifications to intellectual property of Client or its customers as well as the development of new intellectual property arising from the services to be provided by each Expert will be the exclusive property of the Client, without any additional payment of fee due by the Client. Additionally, the Parties acknowledge that each deliverable by the Experts shall be considered as a ‘work made for hire’ to the extent allowed by, and as defined under, applicable law. Revelo agrees to execute, and to cause all Experts to execute, such agreements as Client may require to accomplish and/or formalize the foregoing ownership.
5.6. Revelo guarantees that it adopts all reasonable measures of a technical, administrative and organizational nature and compatible with the nature of its activities and the Services in order to protect the confidentiality, integrity, availability of its software, systems and assets of information technology, Confidential Information (including those of Client’s property occasionally used by Revelo in the performance of the Services) and of all personal data occasionally subject to treatment (including collection, production, reception, classification, use, access, reproduction, transmission, distribution, processing, archiving, filing, storage, deletion, evaluation or information control) of any information that, directly or indirectly, identify or may identify a natural person, related to candidates, Experts, clients or employees of the Client, or third parties, in accordance with the principles and main guidelines of the General Data Protection Regulation (GDPR) and other applicable data protection laws. Revelo will provide Client with reasonable assistance in its compliance with applicable data protection laws with respect to personal data shared with Revelo as part of the Services.
6. NO EXCLUSIVITY
6.1. Revelo’s Services, including but not limited to as such are described under the terms of these Terms of Service and of the Documents, are not and shall not be deemed to be exclusive to Client. Revelo is and shall remain free to render similar services to other entities (even if competing entities), and to engage in all such activities as Revelo deems appropriate, provided that in doing so Revelo does not breach any covenants or obligations expressly set forth in these Terms of Service.
6.2. Revelo shall not have any duty or obligation to disclose to Client any confidential or proprietary information that Revelo may acquire about the business, operations or activities of any other person or entity, even if such information could be deemed material and relevant information to the Client.
6.3. Revelo recognizes that the Client may engage other consultants to perform similar services, and these Terms of Service and the Documents shall not prevent the Client from using such consultants.
7. NON-SOLICIT AND RECRUITMENT FEE
7.1. The Client acknowledges that Revelo invests significant resources with the Services. A recruitment fee will be due to Revelo, if the Client, directly or indirectly, encourages or solicits to hire, or otherwise hires or engages for services (excluding the Contract entered under this Agreement), encourages or otherwise induces to terminate a relationship with Revelo, any Expert who is introduced to the Client by Revelo (“Recruitment Fee” and to “Solicit”).
7.1.1. The Recruitment Fee shall start as the equivalent to 6 (six) months times the Monthly Invoice agreed upon in each corresponding SOW, and will decrease every 3 (three) months by the equivalent of one month’s invoice, with a minimum of USD 10,000 (ten thousand American Dollars). For example, in month one, the Recruitment Fee will be equivalent to 6 months times the Monthly Invoice. In month two and three, the recruitment fee remains the same. In months 4, 5 and 6 the recruitment fee decreases to 5 times the monthly invoice, and so on. If the Expert introduced to the Client is directly hired or engaged for services before the execution of a SOW, the Recruitment Fee shall equal 6 (six) times the expected monthly all-in compensation of the Expert. This Recruitment Fee shall be due within 15 (fifteen) days as from a notice from Revelo to Client informing on the breach of this non-Solicit obligation.
7.1.2. In case Client desires to directly hire, contract or engage an Expert in a manner that its relationship with such an Expert no longer requires Revelo’s Services as per this Agreement, Client shall deliver to Revelo a detailed notice in this regard, requesting termination of the relevant Contract, if applicable, and the correspondent SOW, which termination shall have immediate effect.
8. LIMITATION OF LIABILITY
8.1. Client acknowledges that, provided that Revelo has satisfied its obligations under these Terms of Service and the Documents, Revelo is not responsible or liable for results obtained from the work with/of the Experts, and for conclusions drawn from such work. Revelo shall have no liability for: (i) any damage (whether compensatory, incidental, consequential, nominal, liquidated or punitive) caused by errors or omissions in any information, instructions, widgets, or scripts provided to Revelo by Client in connection with the Services, or any actions taken by Revelo, and (ii) any failure of Client to observe and perform its obligations under these Terms of Service.
8.2. Neither Party shall be liable to the other Party for any loss or damage which may be suffered by the other Party (or any person claiming through or under the other Party) whether the same are suffered directly or indirectly and whether the same arise in contract, tort (including negligence) or otherwise, which falls within the following categories:
(a) loss of profits or turnover;
(b) loss of anticipated savings;
(c) loss of business opportunity;
(d) loss of goodwill; or
(e) loss or corruption of data or information;
(f) damage to reputation; or
(g) any kind of incidental, consequential, nominal, liquidated or punitive damages.
8.3. Each Party’s liability for direct damages to the other shall be limited to compensatory damages of an amount equal to the amount of the Fees that have been paid to Revelo by Client in the 12 months immediately preceding the events giving rise to the claim or, during the first Terms of Service/Master Services Agreement year, the amount of Fees anticipated to be spent under executed SOWs in respect of the first Terms of Service/Master Services Agreement year.
8.4. The limitations of liability set out in this Section 7 do not apply to either Party’s gross negligence, willful misconduct, breaches of confidentiality or security.
9. INDEMNIFICATION
9.1. Revelo shall indemnify and hold the Client harmless against any and all compensatory losses, damages, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), and shall defend Client in any suit, claim, or proceeding, brought by any third party or governmental agency, arising from: (a) Revelo’s breach of any provision of these Terms of Service or any applicable Document; (b) Revelo’s violation of any applicable law or regulation; (c) a claim from an Expert that it has not been paid for the Expert services, provided that Client has paid Revelo the Fees set out in the applicable SOW; or (d) Revelo’s gross negligence or willful misconduct;
9.2. Client shall indemnify and hold Revelo and its directors, officers, affiliates, employees, personnel and agents harmless against any and Losses, and shall defend Revelo in any suit, claim, or proceeding, brought by any third party or governmental agency, arising from: (a) its gross negligence or willful misconduct; or (b) its failure to pay undisputed Fees resulting in a claim form the applicable Expert for payment for Expert services rendered.
9.3. The indemnifying Party must provide to the indemnified Party prompt notice of the assertion of any claim and permit the indemnified Party to assume the full control of the defense and/or settlement thereof. Notwithstanding the foregoing, the indemnifying Party shall not enter into a settlement that would affect any rights of the indemnified Party without the indemnified Party’s prior written consent.
10. REPRESENTATIVE
10.1. Client hereby appoints Revelo as its representative for signing each Contract that the Client expressly decides to sign with the chosen Experts, under the exact same conditions as outlined in each corresponding SOW signed by the Client, including for any consents or the exercise of any rights under or in connection with each Contract. Any amendment to the Contract, or its termination, must be formally approved in writing by the Client, which may be carried out in digital or electronic format, including through Revelo’s Platform.
11. TERM
11.1. These Terms of Service shall remain in effect until the relationship between the Parties is terminated or the Parties agree otherwise.
11.2. This Agreement may be terminated by either Party upon thirty (30) days written notice to the other Party, except that any Expert on assignment shall remain on assignment at the sole discretion of Client.
11.3. The termination of this Agreement or any SOW shall not affect any rights and/or obligations of the Parties which arose prior to any such termination, including, without limitation, indemnification obligations, limitations of liability and other obligations which, by their nature, shall extend beyond the termination of this Agreement.
12. MISCELLANIOUS
12.1. Relationship. Revelo (its partners, officers, agents and employees) recognizes that: (i) is not and shall not be considered as an employee of the Client and/or affiliates, partner or representative for any effective (except for the purposes set forth in Section 10) and (ii) shall not be entitled to any labor rights during the Term. The execution of this Agreement does not entail the constitution of a partnership, joint venture or association between the Parties, nor a distributor agreement, employment or any other relationship between Revelo and the Client, at any heading for any purpose whatsoever.
12.2. Compliance with Anti-Corruption and Anti-Money Laundering. Each Party represents and warrants to the other Party that (i) the relevant Party, its subsidiaries, their respective officers, directors and, to the knowledge of the relevant Party, the employees, recurrent service providers or legal representatives (or any person authorized to act on behalf of the aforementioned persons), directly or indirectly, have not, at any time: (a) paid, offered, given, promised to pay or authorized or caused the payment of any cash or any valuable item, including any fees, gifts, travel expenses, leisure expenses or donations to public servants or to a board member, officer or servant from any governmental authority, any officer or servant from a public international organization, any person acting in official capacity for or on behalf of any governmental authority or public international organization, any political party; any candidate for political office; or any person, by suggestion, request, determination or for the benefit of any of the persons described above, with the purpose of influencing official actions or decisions or guaranteeing any undue advantage to obtain or withhold a transaction or engaged in acts or transactions, including any briberies, discounts, payments, kickbacks or other illegal payments, or engaged in acts or transactions, including any briberies, discounts, payments, in infringement to any applicable anti-corruption or anti-money laundering law; (b) performed any act that would result in infringement, by such persons, all anti-bribery/anti-corruption laws to which the relevant Party and its subsidiaries are subject, regardless of the jurisdiction (“Anticorruption Laws”); (ii) complies with the requirements and prohibitions of Anticorruption Laws; and (iii) its businesses and other activities have been conducted in accordance with all applicable Anticorruption Laws.
12.3. Assignment and Successors. Parties may assign any or all of their rights and duties under this Agreement to any of its affiliates at any time without the consent of the other Party. The Parties agree that this Agreement shall be binding upon the Parties and their successors and shall insure to their benefit, that the Agreement is enforceable by the Parties and their successors.
12.4. Waiver. The Parties lawfully recognize that, except as otherwise provided herein: (i) the singular or partial performance, the nonperformance, the concession of a term, forbearance, or delay in connection with any right available to it hereunder and/or by law, shall neither operate as an amendment or waiver of such rights, nor shall it jeopardize the exercise thereof; (ii) the waiver of any such rights shall not be valid unless granted in writing; and (iii) the waiver of any right shall be construed restrictively and shall not be deemed as waiver of any other right conferred hereby to any of the Parties.
12.4. Severability. If for any reason, one of or more provisions herein are deemed or become invalid, illegal, null or non-enforceable in any aspect, or if a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid or unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties. In this case, the Parties shall negotiate in good faith the replacement of the illegal, invalid, or unenforceable provision. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity, illegality, or unenforceability of any such provision by a court of competent jurisdiction shall not affect any other provision thereof.
13. GOVERNING LAW AND DISPUTE RESOLUTION
13.1. This Terms of Service is governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions. The settlement of any disputes or conflicts that may arise in connection with this Terms of Services must be submitted to the exclusive jurisdiction of the courts of the State of New York.