Please read the terms of service carefully before using
withpropel.com (the "Site") and the related services,
features, content or applications offered by Propel, LDA ("we",
"us" or "our"). The conditions below set forth the legally binding
terms of service for the use of the site and its services. By
registering for and/or using the services in any manner, including but
not limited to visiting or browsing the Site, you agree to the terms
of service and all other operating rules, policies [including the
Propel Privacy Policy] and procedures that may be published
from time to time on the Site by us.
Definition
Propel is a Product created by Propel, LDA, a
company incorporated in Portugal as a limited liability company
(the "Company").
"Talent" or “Contractors” refers to people or companies curated
by the Company to perform Jobs on Propel, as further
described below.
"Client" refers to people or companies that sign up to
Propel to outsource Jobs and Projects or hire talent. For
Full Time Engagements the Client can also be referred to as the
“Employer”.
A "Project" is defined to be a set piece of work, at a set price,
with a set delivery time. Both the price to be paid by the Client
to Propel and the delivery time are stated in the
applicable project posting form and projects board provided by
Propel on its site.
A "Job" is defined to be a piece of work, at a set price, with
specific skill requirements. Both the price to be paid by the
Client to Propel and the delivery time are stated in the
applicable Job posting form provided by Propel.
The price to be paid to the Contractor (which is different from
the price charged to Clients) for jobs and projects is set by the
Propel Online Pricing System and may vary from moment to
moment depending on the percentage of commission set by
Propel and made known to the Contractor before the
acceptance of each job and project from a client.
"Deliverables" refers to work performed by the contractor as part
of an Order, such as (but not limited to): designs, software code,
word copy and intangible information such as expert advice etc.
The ”Project Manager” is the individual representative of the
Company that oversees the Talent’ work delivery on Enterprise
projects (such as web and mobile apps).
“Project Milestones” refers to benchmarks used in project
management to mark specific points along a project timeline. These
points may signal anchors such as a project start, intermediates
and end date, or a need for external review or input and budget
checks. On our platform payment to Talent usually follows the
completion of a particular milestone.{" "}
“Projects” are complex endeavours that require the Service of more
than one Talent to complete. Such jobs will usually have an
assigned Project Manager and a minimum of two Talent for its
execution.
“Jobs” also known as “Full Time Engagements” refers to employment
of tech talent by Clients to be fully integrated into their
workforce, though remotely.
All Project deliverables must be sent through the Propel
platform. Propel is not liable for any deliverables not
handed in through the communication stream provided for exchanges
between the client and the Talent.
All deliverables for Full Time Engagements could be sent through
any agreed medium as specified by the Client or generally through
the platform.
A. Talent
1.0 General Provisions
Once a Job or Project is posted, the applicable price and time of
engagement will not change for that job, unless otherwise stated
by Propel and made known to both Client and Talent.
As soon as a Client approves a Talent to work in response to the
project post, and pays Propel for the Project, the Project
is transferred to the communication stream for exchange of
information, deliverables and overall management between the
client and Talent. Once the Talent acknowledges and accepts
the terms of service of that specific Project generated by
Propel ("Project Contract"), he/she is also given access to
the communication stream and the delivery time for that project
begins counting down. It is only upon fulfillment of this process
that a Project is considered active.
Delivery of the Project may be limited to the Delivery time set on
the Job offer at the time of posting.
A Project is complete only when a Client accepts the applicable
Project's Deliverables, and approves the release of payment to the
Talent.
Payments to a Talent may be released either on completion of a
Project, or approved selected Project Milestones, whichever the
Client considers to be convenient.
All rights of ownership or use of the Deliverables are only
transferred to the Client when the Project or Job is complete, in
accordance with the terms of the applicable Project or Job, if
any.
2.0 Scope
Propel allows the Talents to participate in the Service.
Propel provides all services in connection with the Service
for Talent solely based on these Terms of Service (hereinafter
referred to as "Terms of Service").
Propel objects to the validity of any general terms and
conditions of Talent. General terms and conditions of Talent
become an integral part of the agreement between the Talent and
Propel, only if Propel explicitly consents to them
in writing.
Propel can utilize the services of independent third
parties for the Service ( "Third Party Service" ) such as app
stores and social networks. Third party services are not provided
by Propel. Propel or the third party will identify
these services in a suitable manner. Any issues in connection with
third party services are not affected by these Terms of Service.
Propel shall not be responsible for third party services.
Third party services are potentially subject to their providers'
general terms and conditions.
3.0 Talent Eligible to Participate
Propel offers the Service only to Talent looking for
Placement or projects.
With his/her account registration or participation in the Service,
Talent represents that he/she is of legal age and of legal
capacity.
4.0 Talent Screening, Vetting and Onboarding Process
The participation in the Service requires that the Talent enters a
binding agreement with Propel as defined below in Clause
3.4 and the setup of a Talent account ( "Account" ).
Talent must submit an application to participate in the Service
on the Propel website.
Talent must accurately complete the application (and provide
Propel with future updates) and not use any aliases or
other means to mask its true identity or contact information.
By filling in the application, Talent submits a binding offer to
enter into an agreement with Propel according to the terms
and conditions of these Terms of Service ( "Agreement" ).
After Propel reviews Talent’s application, Propel
will notify him/her of its acceptance or rejection to the Service,
generally within three (3) business days of receipt of the
application. Propel may request additional information.
Propel is under no obligation to accept applications.
Propel is entitled but not obliged to verify the accuracy
of the Talent information. This may be done by Propel
requesting documents to prove the identity such as a personal ID
card. Propel is entitled to make the creation of an account
subject to such verification.
The Talent is obliged to attend interview session(s) on request
of the talent team on any mentioned communication software at any
time within the assessment process. The Talent is hereby only
authorized to reschedule their technical interview session once.
5.0 Talent Code of Conduct
The Propel talent network aims to bridge the gap between tech
talent and global opportunities in a peculiar way.
At Propel the privacy and security of our customers, developers
and visitors are of uppermost importance. Propel is committed
to protecting the data you share with us. This code of conduct
establishes minimum expectations for behavior for Propel
Community participants. Adopting, and enforcing, a code of conduct can
help create a positive social atmosphere for our community.
Click
to go through the detailed Propel Code of Conduct.
6.0 Propel responsibility to Talent
Propel provides the Service to connect Talent to
Companies. The Service works as follows: Talent sign-up to the
Service and make their CV or data and other information as
specified in the Terms of Service or the Talent Terms of Service
available. Propel connects the talent with clients for
projects and or full-time hires. During projects the Talent are
obliged to report directly to the Project Manager only.
Propel undertakes reasonable efforts to match Talent and
Companies, however, Propel does under no circumstances
represent, assume a warranty or guarantee or undertake in any
other way that Talent or Clients will find a match through
Hirefrerehands and/or the Service.
Propel Project Managers are directly responsible for
planning, organizing, monitoring and controlling project teams. As
such for every project he serves as a direct representative of the
platform in ensuring every project is a success.
7.0 Talent Obligations
Talent shall submit the information about him/or herself as
requested in the compulsory and voluntary fields of the sign-up
form.
Propel may add compulsory or voluntary fields from time to
time. The Talent shall not transmit any personal data of third
parties (i.e. data allowing identification of an individual) to
Propel, unless data protection laws allow for such
transmission or Talent has obtained consent from the concerned
parties. Propel may also request additional information
from Talent on a case by case basis.
Unless otherwise provided in these Terms of Service, Propel
will usually communicate with the Talent via email. The Talent
shall make sure that it receives all emails sent by Propel
to the address submitted in the course of the application, or at a
later date.
The Talent shall inform Propel in writing within 5
business days if a Company gets in contact with the Talent
outside of the provided Service while its profile is visible to
Companies on the platform.
The Talent shall keep all access data (login, passwords etc.) for
the Service ( "Access Data" ) strictly confidential. The Talent
shall promptly inform Propel in case it learns or suspects
that an unauthorized third person is in possession of the Access
Data.
In case Propel has reason to believe that an unauthorized
third party is in possession of Access Data, Propel may,
without assuming any responsibility to do so, and always acting in
its sole discretion, change the Access Data without prior notice
or block the respective account. Propel will promptly
inform the Talent and will, upon request, communicate the new
Access Data to the Talent without undue delay. Talent cannot
claim to have its initial Access Data restored.
In case a third party uses Access Data, with the Talent at
fault, the Talent’s Access Data, the Talent is liable for all
such actions, and for damages. In such an event, all access
through the Talent’s Access Data shall be considered as an
access by the Talent.
Propel is not responsible for providing or assisting with
the obtaining of any work or other permits and/or medicals and
other country specific regulations and requirements that may be
necessary to employ the Talent.
8.0 Matching and Payment
The use of Propel is free of costs for Talent.
Placement shall mean any form of employment, temporary employment,
contracting or other use of Talent by Company or an undertaking
affiliated with Company.
Contracts for Projects and Full Time roles are issued via email
and or through the workstream on the Propel platform. All
received contracts should be carefully reviewed before signed
within a maximum period of 2 days. All issues, questions and
concerns with respect to terms and clauses should be communicated
to help@withpropel.com.
Talent share an employee relationship with clients for Full
Time roles and as such are bound by the employment terms and
conditions of the employer except otherwise communicated by
Propel. For projects Talent work on a contractor basis
and as such are fully bound by the terms and conditions amidst
other regulations of Propel.
Payments to Talent for projects are made in trenches called
milestones while for Full Time roles they are made periodically as
specified in the employment contract. Payments are only made after
the client has reviewed work done for projects and has approved.
9.0 Quality of Delivery & Technical Deficiencies
It is in the nature of the Service that it is continuously
advanced and updated. By changing and advancing the Service,
Propel intends to provide Talent a useful Service and
pleasant Talent experience. Therefore, Propel grants the
Talent access to the Service in its available form or version.
Changes and advancements can affect system requirements and
compatibility requirements. The Talent has no claim for
maintaining or reconstruction of a specific condition of scope of
services. Any of the Talent’s claims for deficiency, which refer
to the technical usability of the Service itself, shall remain
unaffected thereby. Due to the continuous advancement of the
Service, Propel reserves itself the right to offer new
features and/or to remove them from the Service or to change them.
The Talent consents these continuous changes of the Service.
Excluded from warranty are generally such errors, which occur
through external influences such as operating errors by the
Talent, force majeure or any modifications, not carried out by
Propel or any other manipulations.
Propel does not assume any guarantees in a legal meaning as
long as not expressly provided for in these Terms of Service.
10.0 Intellectual Property / Indemnification
Propel or its respective licensor is the exclusive owner or
exclusive owner of the rights of all contents of the Service. The
content is protected by national and international law and
particularly by copyright. The unauthorized dissemination,
copying, deletion or any other violation of intellectual property
rights and copyrights of Propel are prosecuted under both
civil and criminal law.
All rights not expressly granted in these Terms of Service are
reserved by Propel. Propel will retain all rights,
title, and interests in and to the Service (except for any
licensed content and third-party content included therein),
including all data (such as any usage data and compilations
thereof), information and software related thereto. The Talent
acknowledges that the software, information, content and data
related to the Service (such as any usage data or compilations
thereof) are protected for Propel under copyright and
similar rights and may contain trade secrets or other intellectual
or industrial property owned or licensed by Propel.
Talent warrants, that he/she has the right (i) to submit the
information to the Service and (ii) can grant Propel the
right to use the information as described above.
Talent hereby agrees to indemnify, defend and hold harmless
Propel and their its subsidiaries, directors, officers,
employees, owners and agents against any and all claims, actions,
demands, liabilities, losses, damages, judgments, settlements,
costs, and expenses (including reasonable attorneys' fees and
costs) based on (i) any failure or breach of the Agreement and the
Terms of Service, including any representation, warranty,
covenant, restriction or obligation made by Talent herein, (ii)
any misuse by Talent.
11.0 Confidentiality
Except as otherwise provided in these Terms of Service or with the
consent of Propel, the Talent agrees that all
information, including, without limitation, business information,
information from the company profile e.g. salary information and
information about tech stack concerning Propel or any of
Propel’s other customers provided by or on behalf of any of
them shall remain strictly confidential and secret and shall not
be utilized, directly or indirectly, by Talent for any purpose
other than Talent’s participation in the Service ( "Confidential
Information" ).
Talent shall especially not use any information obtained from
the Service to develop, enhance or operate a service that competes
with the Service, or assist another party to do the same.
After and during the term of the Agreement, neither party will use
for any purpose or disclose to any third party any Confidential
Information of the other party. Any exception to this must be
obtained in advance.
The foregoing restriction does not apply to information that has
been developed independently by the receiving party without access
to the other party’s Confidential Information or has been
rightfully received from a third party authorized to make such
disclosure or has been approved for release in writing by the
disclosing party or has become publicly known through no breach of
this Section by the receiving party or is required to be disclosed
by a competent legal or governmental authority, provided that the
receiving party gives the disclosing party prompt written notice
of such requirement prior to disclosure and assists in obtaining
an order to protect the information from public disclosure.
12.0 Term / Termination
The Agreement shall commence on the date of Propel approval
of Talent application and shall continue thereafter until
terminated as provided herein.
Each party has the right to terminate the agreement by giving an
advance notice of five business days unless otherwise agreed in
writing.
The parties remain free to terminate the Agreement for cause at
any time.
Every termination must be in written form, whereby the written
form is maintained by email. Upon request, the reasons for
extraordinary termination must be disclosed immediately in writing
if the termination notice did not specify them already. Any
standard termination notice does not require specification of the
termination reasons.
13.0 Data Protection
Propel processes and utilises the Talent's data collected
during the performance of the Agreement and within the framework
of the These Terms of Service, specifically to the extent
necessary to fulfil the agreement properly, in accordance with all
applicable European and Portuguese data protection provisions. The
privacy policy of Propel shall apply (retrievable under the
fullPropel Privacy Policy{" "}
)
The Talent understands that the performance of the Agreement
includes the making available of personal data to Companies
Propel cooperates with to mediate the Talent and try to
match the right person with the right job subject to these Terms
of Service and the Privacy Policy.
The Talent understands that Propel may contact him/her
Talent via phone, email or messaging service and suggest
Companies which fit the Talent’s profile.
14.0 Changes to the Terms of Service
Each login to the Service is subject to these Terms of Service.
Propel may make changes to these Terms of Service
(including amendments) at any given time, for the future, if this
should prove necessary (in particular to reflect changes in the
Service or changes in the legal framework applicable to it, such
as new legislation or case-law) and provided the Talent is not
disadvantaged contrary to good faith.
The Talent will be notified of changes to the Terms of Service
in appropriate form. Propel will notify the Talent on the
Service, or via email. Changes to the Terms of Service will always
be highlighted upon first login after the changes or amendments
have been made.
The Talent may dispute changes to the Agreement within a time
period of six weeks following receipt of the notification of the
changes and the possibility of taking notice thereof. It is
recommended that Talent submits its opposition in writing (for
example via email).
The changes to the Terms of Service become binding in the event
that the Talent (i) does not dispute the changes within the
above-mentioned time period or (ii) continues to use the Service
after the above mentioned period.
Propel will inform the Talent about the possibility of
disputing the changes and the legal consequences, especially the
legal consequences of a lack of opposition, when notifying the
Talent about the changes to the Terms of Service.
If the Talent disputes the changes in time, each party may
terminate the Agreement with one month’s prior notice. Until
termination, the Agreement in their former version will govern the
Talent’s relationship with Propel.
15.0 Governing Law / Jurisdiction
This Agreement shall be governed by and construed in accordance
with the laws of Portugal.
B. Client
1.0 General Provisions
Once a Job or Project is posted, the applicable price and time of
engagement will not change for that job, unless otherwise stated
by Propel and made known to both Client and Talent.
As soon as a Client approves a Talent to work in response to the
project post, and pays Propel for the Project, the Project
is transferred to the communication stream for exchange of
information, deliverables and overall management between the
client and Talent. Once the Client makes payment, acknowledges
and accepts the terms of service of that specific Project
generated by Propel ("Project Contract"), he/she is also
given access to the talent/team and the project duration begins
counting down. It is only upon fulfillment of this process that a
Project is considered active.
Delivery of the Project may be limited to the Delivery time set on
the Project at the time of posting except otherwise changed by the
Client with the knowledge of the Project Manager or vice-versa.
A Project is complete only when a Client accepts the applicable
Project's Deliverables, and approves the release of payment to the
Talent.
The Client is at liberty to choose whether payment would be
released to a Talent either on completion of a Project, or
approved selected Milestones.
All rights of ownership or use of the Deliverables are only
transferred to the Client when the Project or Job is complete, in
accordance with the terms of the applicable Project or Job, if
any.
2.0 Scope
Propel provides all services in connection with the Service
for Companies solely based on these Terms of Service (hereinafter
referred to as "Company Terms of Service" or “Terms of Service”).
Propel objects to the validity of any general terms and
conditions of Companies. General terms and conditions of Companies
become an integral part of the agreement between the Company and
Propel only if Propel explicitly consents to them in
writing.
Propel can utilize the services of independent third
parties for the Service ( "Third Party Service" ). Third party
services are not provided by Propel. Any issues in
connection with third party services are not affected by these
Terms of Service. Propel shall not be responsible for third
party services. Third party services are potentially subject to
their providers' general terms and conditions.
3.0 Limits of use /prohibited conduct
Propel provides the Service solely for use in accordance with
these Terms of Service.
The Company is prohibited from transferring his/her Account to
third parties without the prior written consent of Propel.
The Company is not entitled to use any means, mechanisms or
software in connection with the Service, which can disturb
functions of the Service. The Company may not undertake any
action, which can result in an unreasonable or excess load of the
technical capacities of Propel. In particular, the Company
is not permitted to block, overwrite or modify the contents
generated by Propel unless Propel has permitted it
specifically in writing.
The Company will refrain from anything that could endanger the
performance and availability of the Service.
By using the Service, the Company will not violate any applicable
legal provisions such as the criminal code or third party rights
and the Company assures not to contribute or transmit any illegal
or immoral contents to the Service. This includes specifically any
contents (including member names, etc.),
which are, false, inaccurate or misleading;
which can damage the reputation of Propel;
suitable to violate copyrights, patents, brands or any other
intellectual property rights, the rights on a person's own
image and other personal rights or third party rights.
The Company is not permitted to disseminate commercial advertising
for third party products or programs, to send unsolicited mass
mails and unsolicited advertising in the Service. The Company will
honor the privacy of third parties. In addition, the Company is
not permitted to disseminate in the Service unauthorized any third
party work that is protected by copyrights or other rights.
4.0 Propel responsibilities
Propel provides the Service to connect Talent to
Companies. The Service works as follows: Talent sign-up to the
Service and make their CV or data and other information as
specified in the Terms of Service or the Talent Terms of Service
available. Propel connects the talent with clients for
projects and or full-time hires. During projects the Talent are
obliged to report directly to the Project Manager only.
Propel Project Managers are directly responsible for
planning, organizing, monitoring and controlling project teams. As
such for every project he serves as a direct representative of the
platform in ensuring every project is a success.
Propel undertakes reasonable efforts to match Talent and
Companies, however, Propel does under no circumstances
represent, assume a warranty or guarantee or undertake in any
other way that Talent or Clients will find a match through
Hirefrerehands and/or the Service.
Propel may from time to time, but is under no obligation
to, suggest a specific Talent to a Company or vice versa. The
Talent is then also seen as introduced. This can be done via
email, messaging service or phone.
5.0 Obligations of Company
Company shall submit the information about the Company as
requested in the compulsory and voluntary fields of the sign-up
form or as requested via email by Propel.
Propel may add compulsory or voluntary fields from time to
time. Propel may also request additional information from
the Company on a case by case basis. The Company shall not
transmit any personal data (i.e. data allowing identification of
an individual) to Propel, unless data protection laws allow
for such transmission or the Company has obtained consent from the
concerned parties.
Unless otherwise provided in these Terms of Service, Propel
will usually communicate with the Company via the workstream chat.
The Company shall keep all access data (login, passwords etc.) for
the Service ( “Access Data” ) strictly confidential. The Company
shall promptly inform Propel in case it learns or suspects
that an unauthorized third person is in possession of the Access
Data.
In case Propel has reason to believe that an unauthorized
third party is in possession of Access Data, Propel may,
without assuming any responsibility to do so, and always acting in
its sole discretion, change the Access Data without prior notice
or block the respective account. Propel will promptly
inform the Company and will, upon request, communicate the new
Access Data to the Company without undue delay. The Company cannot
claim to have its initial Access Data restored.
In case a third party uses Access Data, with the Company at fault,
the Company’s Access Data, the Company is liable for all such
actions, and for damages. In such an event, all access through the
Company’s Access Data shall be considered as an access by the
Company.
During the term of the Agreement, the Company will not induce, or
assist in the inducement of, any employee of Propel or any
of its affiliates to leave their employment with Propel or
any of its affiliates.
Propel is not responsible for providing or assisting with
the obtaining of any work or other permits and/or medicals and
other country specific regulations and requirements that may be
necessary to employ the Talent unless otherwise agreed in
writing.
Propel is relying on the information provided by Talent.
Company has the obligation to satisfy itself, that the Talent is
suitable for the intended job and fits Company's requirements.
6.0 Placement and Payment
Billing. We use a third-party payment processor (the "Payment
Processor") to bill Clients and pay Talent through payment
accounts linked to your applicable Account on the Services (your
"Bank Account" ). The processing of payments will be subject to
the terms, conditions and privacy policies of the Payment
Processor in addition to this Agreement. We are not responsible
for errors or delays by the Payment Processor. By approving a bid
and hiring a Talent, you agree to pay us, through the Payment
Processor, all charges at the prices stated for the applicable Job
or Project in accordance with the applicable payment terms and you
authorize us, through the Payment Processor, to charge your chosen
debit or credit card (your "Payment Method"). When approving A
Talent for your posted Job, you agree to make payment using an
applicable Payment Method, which is allowed by the Payment
Processor. We reserve the right to correct any errors or mistakes
that it makes even if it has already requested or received
payment.
Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE
AND ACCURATE INFORMATION FOR YOUR BANK ACCOUNT. YOU MUST PROMPTLY
UPDATE ALL INFORMATION TO KEEP YOUR BANK ACCOUNT CURRENT, COMPLETE
AND ACCURATE (SUCH AS A CHANGE IN BANK, BVN, BANK ACCOUNT NUMBER
ETC.), AND YOU MUST PROMPTLY NOTIFY US IF YOU BECOME AWARE OF A
POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE
OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION
CAN BE MADE UNDER THE 'SETTINGS' SECTION OF THE SITE.
Reaffirmation of Authorization. Your non-termination or continued
use of the Services reaffirms that we are authorized to charge your
Payment Method for Jobs when you approve Talent and choose to
activate the Job or Projects.
7.0 Non Circumvention
Company explicitly agrees to withhold completely from entering a
relation with or from approaching Talent either directly or
through third parties, especially recruiters with regard to the
Placement of introduced Talent.
Any direct or indirect business relations between Company and
Talent or recruiters with regard to the above named services and
respective Talent have to either involve Propel as
intermediary or require Propel’s prior written consent.
Company is personally responsible to follow this commitment and
must not use any means to circumvent its obligation.
Breach of this clause will result in a contractual penalty to be
determined by Propel exercise of its reasonable discretion,
subject to review by an independent court in Propel
residential country and should not be less than five times the
financial loss caused through this unauthorized action with a
minimum fee of 20,000 EUR.
An obligation to reimburse damages will thereby not be excluded.
In case Company can prove having entered into a business
relationship with recruiters or Talent in regards to the
respective Talent before the Introduction of the Talent
through the Service, this Section shall not be enforced.
8.0 Quality of the Service / Technical Deficiencies
It is in the nature of the Service that it is continuously
advanced and updated. By changing and advancing the Service,
Propel intends to provide Companies a useful Service and
pleasant Company experience. Therefore, Propel grants the
Company access to the Service in its available form or version.
Changes and advancements can affect system requirements and
compatibility requirements. The Company has no claim for
maintaining or reconstruction of a specific condition of scope of
services. Any of the Company's claims for deficiency, which refer
to the technical usability of the Service itself, shall remain
unaffected thereby. Due to the continuous advancement of the
Service, Propel reserves itself the right to offer new
features and/or to remove them from the Service or to change them.
The Company consents these continuous changes of the Service.
Excluded from warranty are generally such errors, which occur
through external influences such as operating errors by the
Company, force majeure or any modifications, not carried out by
Propel or any other manipulations.
Propel does not assume any guarantees in a legal meaning as
long as not expressly provided for in these Terms of Service.
9.0 Limitation of Liability / Availability
Propel shall be liable under the terms of this Agreement
only in accordance with the provisions set out in provisions below
I- IV. Except in case of intent or gross negligence, any liability
of Propel shall be disclaimed. The same applies in case of
slight negligence by agents or assistants in performance.
Propel shall be unrestrictedly liable for losses caused
intentionally or with gross negligence by Propel, its
legal representatives or senior executives and for losses
caused intentionally by other assistants in performance.
Propel shall be unrestrictedly liable for death,
personal injury or damage to health caused by the intent or
negligence of Propel, its legal representatives or
assistants in performance.
If Propel provides a warranty it shall be liable for
losses arising from the lack of any warranted characteristics
up to the amount which is covered by the purpose of the
warranty and which was foreseeable for Propel at the
time the warranty was given.
Propel shall be liable for losses caused by the
negligent (including simple negligence) or intentional breach
of its primary obligations by Propel, its legal
representatives or assistants in performance.
Primary obligations are such basic duties, which form the
essence of the Agreement, which were decisive for the
conclusion of the Agreement and on the performance of
which Company may rely.
If Propel breaches its primary obligations through
simple negligence, then its ensuing liability shall be
limited to the amount which was foreseeable by
Propel at the time the respective service was
performed.
Subject to Clause 9.1 only and other than in case of intent
Propel does not accept any liability under or in relation
to the Agreement or its subject matter whether such liability
arises due to negligence, breach of contract, misrepresentation or
for any other reason for any indirect damage and consequential
damage, in particular, not for loss of profit, interruption in
business and/or interruption of operations of Company or its
customers, unless explicitly specified otherwise in these Terms of
Service.
Propel undertakes to assure an availability of the Service
of 99% (ninety nine percent) as a yearly average. Periods during
which the Service is not available because of technical or other
problems outside Propel control (such as force majeure or
third party fault) and periods during which routine maintenance
works are carried out, are excluded from this. Propel may
restrict access to the Service if required for network security,
maintenance of network integrity and the prevention of severe
malfunction of the network, the software or stored data. The
Company’s rights in case of intent or gross negligence remain
unaffected.
10.0 Intellectual Property / Indemnification
Propel or its respective licensor is the exclusive owner or
exclusive owner of the rights of all contents of the Service. The
unauthorized dissemination, copying, deletion or any other
violation of intellectual property rights and copyrights of
Propel are prosecuted under both civil and criminal law.
Propel grants Company a nonexclusive, non transferable,
revocable right to use the Service solely in accordance with these
Terms of Service. Propel does not grant to the Company any
license, express or implied, to the intellectual or industrial
property of Propel or its licensors, except for a limited
right of use according to these Terms of Service and for the
duration of the Agreement.
All rights not expressly granted in these Terms of Service are
reserved by Propel. Propel will retain all rights,
titles, and interests in and to the Service (except for any
licensed content and third-party content included therein),
including all data (such as any usage data and compilations
thereof), information and software related thereto. The Company
acknowledges that the software, information, content and data
related to the Service (such as any usage data or compilations
thereof) are protected for Propel under copyright and
similar rights and may contain trade secrets or other intellectual
or industrial property owned or licensed by Propel.
Company warrants, that it has the right (i) to submit the
information to the Service and (ii) to grant Propel the
right to use the information as described above.
Company hereby agrees to indemnify, defend and hold harmless
Propel and its subsidiaries, directors, officers,
employees, owners and agents against any and all claims, actions,
demands, liabilities, losses, damages, judgments, settlements,
costs, and expenses (including reasonable attorneys' fees and
costs) based on (i) any failure or breach of the Agreement and the
Terms of Service, including any representation, warranty,
covenant, restriction or obligation made by Company herein, (ii)
any misuse by Company, or by a party under the reasonable control
of Company.
11.0 Confidentiality
Except as otherwise provided in these Terms of Service or with the
consent of Propel, the Company agrees that all information,
including, without limitation, the terms of the Agreement,
business information, customer lists, and pricing and sales
information, curriculum vitae and work examples concerning
Propel or any of Propel other Companies provided by
or on behalf of any of them shall remain strictly confidential and
secret and shall not be utilized, directly or indirectly, by
Company for any purpose other than Company’s participation in the
Service ( “Confidential Information” ).
Company shall especially not use any information obtained from the
Service to develop, enhance or operate a service that competes
with the Service, or assist another party to do the same.
After and during the term of the Agreement, neither party will use
for any purpose or disclose to any third party any Confidential
Information of the other party. Any exception to this must be
obtained in advance.
The foregoing restriction does not apply to information that has
been developed independently by the receiving party without access
to the other party’s Confidential Information or has been
rightfully received from a third party authorized to make such
disclosure or has been approved for release in writing by the
disclosing party or has become publicly known through no breach of
this Section by the receiving party or is required to be disclosed
by a competent legal or governmental authority, provided that the
receiving party gives the disclosing party prompt written notice
of such requirement prior to disclosure and assists in obtaining
an order to protect the information from public disclosure.
Propel may use aggregated and anonymized data for
statistical and marketing purposes. Propel will aggregate
and anonymize data from multiple Companies before releasing such
aggregated data.
12.0 Term / Termination
The Agreement shall commence on the date of Propel approval
of Company's application and shall continue thereafter until
terminated as provided herein.
Each party has the right to terminate the agreement by giving an
advance notice of 7 days unless otherwise agreed in writing.
The parties remain free to terminate the Agreement for cause at
any time.
Either Party has the right to terminate the Agreement immediately
by written notice if:
The other Party ceases or threatens in writing to not carry on
its business;
The other Party is the subject of a bankruptcy order or
becomes insolvent or makes any arrangement or composition with
or assignment for the benefit of its creditors or if any of
the other Party’s assets are the subject of any form of
seizure, or the other Party goes into liquidation either
voluntary (otherwise than for reconstruction or amalgamation)
or compulsory that is not dismissed within ninety (90) days,
or a receiver or administrator is appointed over the other’s
assets.
Every termination must be in written form, whereby the written
form is maintained by email. Upon request, the reasons for
extraordinary termination must be disclosed immediately in writing
if the termination notice did not specify them already. Any
standard termination notice does not require specification of the
termination reasons.
13.0 Data Protection
Propel processes and utilizes the Company's data collected
during the performance of the Agreement and within the framework
of these Terms of Service, specifically to the extent necessary to
fulfil the agreement properly, in accordance with all applicable
European and Portuguese data protection provisions. The privacy
policy of Propel shall apply (retrievable under Privacy
Policy).{" "}
The Company understands and agrees that Propel may contact
Company via phone, email or messaging service and suggest Talents
which fit the Company’s profile.
The Company is obliged to process personal data submitted in
accordance with all applicable European and Portuguese data
protection regulations and to delete personal data as soon as the
data is no longer necessary for the respective purpose or legal
deletion periods have expired. The Company is also not allowed to
transfer personal data of Talent to third parties other than
those covered by Data Processing Agreements.
14.0 Changes to the Terms of Service
Each login to the Service is subject to these Terms of Service.
Propel may make changes to these Terms of Service
(including amendments) at any given time, for the future, if this
should prove necessary (in particular to reflect changes in the
Service or changes in the legal framework applicable to it, such
as new legislation or case-law) and provided the Client is not
disadvantaged contrary to good faith.
The Client will be notified of changes to the Terms of Service in
appropriate form. Propel will notify the Client on the
Service, or via email. Changes to the Terms of Service will always
be highlighted upon first login after the changes or amendments
have been made.
The Client may dispute changes to the Agreement within a time
period of six weeks following receipt of the notification of the
changes and the possibility of taking notice thereof. It is
recommended that Talent submits its opposition in writing (for
example via email).
The changes to the Terms of Service become binding in the event
that the Client (i) does not dispute the changes within the
above-mentioned time period or (ii) continues to use the Service
after the above mentioned period.
Propel will inform the Client about the possibility of
disputing the changes and the legal consequences, especially the
legal consequences of a lack of opposition, when notifying the
Talent about the changes to the Terms of Service.
If the Client disputes the changes in time, each party may
terminate the Agreement with one month’s prior notice. Until
termination, the Agreement in their former version will govern the
Client’s relationship with Propel.
15.0 Governing Law / Jurisdiction
This Agreement shall be governed by and construed in accordance with
the laws of Portugal.