TALENT TERMS AND CONDITIONS

These Talent Terms and Conditions (the “Terms”) are executed by and between Fintalent and Talent (“Talent” or “you”). Fintalent and Talent shall be collectively referred to as the “Parties” and each, a “Party”.

By signing up for this agreement, Talent affirmatively agrees to be legally bound by the Terms.

Interpretation

In these Terms, the following words have the following meanings:

“Agreement”These Terms, any Talent Outline Plans and amendments made thereto from time to time.  
“Fees”In respect of any Services, the total fee payable by the Client in relation to Services as set out in the relevant Talent Outline Plans.  
Effective DateThe date of execution of this Agreement.  
“Fintalent”Fintalent Limited, whose registered office address is located at: 85 Great Portland Street, 1st Floor, London, W1W7LT.
“Hourly Rate”Means the standard hourly rate of that Talent as agreed with Client. Details of the hourly rate of any Talent shall be set in the in the relevant Talent Outline Plan (s).
“Intellectual Property Rights”  Means, without limitation, (i) copyrights and copyright applications, including any renewals, in any country; (ii) trademarks, service marks, trade names, and applications or registrations for any of the foregoing in any country; (iii) trade secrets or any data or information which provides value or a competitive advantage to its holder by not being publicly known.
“Milestone”Shall mean agreed divisions of any engagement/ project which shall be specified under the Talent Outline Plan (s).
“Proprietary or Confidential Information”  Includes, without limitation, (i) written or oral contracts, trade secrets, knowhow, business methods, business policies, memoranda, client name (s)/lists, project subject/content, reports, records, ideas, or financial information.
“Project” or “Work”Means Services that Talent agrees to provide to a Client. This term does not imply an employment relationship and is not to be interpreted in that manner.
“Services”Any services requested by Client to be supplied by Talent and as described in the Talent Outline Plan (s).
“Talent” or “You”The individual whose name is indicated in these Terms as the party whose services to be made available to Client.
“Work output”The result of Services carried out by Talent pursuant to this Agreement.
Writing or writtenIncludes e-mail correspondence.  
  1. Provision of Services
    1. Engagement. Fintalent engages Talent to supply the Services to Clients at such times and at such locations as the Client and Talent shall agree from time to time in writing on the terms and conditions set out in this Agreement (“the Services”) and detailed in the Talent Outline Plan(s) issued in respect of each Project.
    2. Basis of provision of services. Fintalent’s engagement of Talent is based on, among other factors, availability of Talent as well as Client’s preferences. Accordingly, Fintalent is under no obligation to offer Talent any project and Talent is under no obligation to accept any project that may be offered.
    3. Service Period. The period during which the Services shall be provided (the “Service Period”) shall commence during the time specified in the Talent Outline Plan, unless the Services have been terminated in advance according to this Agreement.
  2. Fees and Expenses
    1. Pay Rate. Fees for each project as well as the applicable Milestones (if any) will be agreed between Talent and Client and will be specified in the Talent Outline Plan.
    2. Time tracking. Talent shall properly and accurately record all hours and time utilised whilst providing the Services through Through HubStaff’s time tracking system (www.hubstaff.com). The time tracking system will take screenshots, record key board activity as well as track time activity. Manual time entry will not be allowed unless Client gives written consent to such manual time entry.
    3. Expenses. Client shall reimburse Talent for all reasonable travel and other expenses incurred or paid by Talent in connection with, or related to, the performance of Services, subject to Talent’s production of appropriate receipts. Talent shall obtain prior written consent of Client before incurring any expenses.
    4. Service Fee. Talent agrees that when Client pays project fees in relation to a project, Fintalent will first deduct 20% service fee and then credit the balance into Talent’s Account.
    5. Non-payment. If Client fails to pay the Project Fees or any other amounts due under this Agreement, Talent agrees and understands that Fintalent shall not become liable to compensate Talent for such unpaid amounts.  Without prejudice to any other remedies available under this Agreement, Talent shall have the right to claim any overdue amounts from Client, provided Talent obtains Fintalent’s approval.
  3. Talent User Accounts
    1. Account registration. To register as a Fintalent Talent, Talent must register for a User Account. To register for an Account, you must be and represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, you agree to: (a) be responsible for your use of the Fintalent platform and delivery of Services to Clients assigned to you by Fintalent; and (b) perform your obligations as specified by any Talent Outline Plan that you accept, unless such obligations are prohibited by applicable law or this Agreement.
    2. Accuracy of information. Talent must provide true, accurate, and complete information on all registration and other forms or provide to Fintlent and to update your information to maintain its truthfulness, accuracy, and completeness. Talent must not provide misleading information about, among others, location, qualification, professional experience, background. In its sole discretion, Fintalent may refuse, suspend, or terminate your access to the platform upon discovery that any information you provided to Fintalent is not true, accurate, or complete, or otherwise violates this Agreement, or for any other reason or no reason in Fintalent’s sole discretion.
    3. Background Checks. It is agreed and understood that Fintalent may conduct a background investigation on Talent’s criminal history check, confirmation of prior employment, and confirmation of educational background.
  4. Disputes
    1. If a dispute arises between Talent and Client under their respective Talent Outline Plan, Fintalent shall determine the issues in dispute and a final and binding decision. In the event of a dispute, the funds allocated towards the project are frozen till the time the dispute is not resolved.
    2. Non-Conforming Services. If any of the Services performed do not conform to specified requirements, Fintalent may, upon Client’s request, require Talent to perform the Services again or replace the non-conforming Work Output in order to bring them into full conformity with the requirements, at Talent’s sole cost and expense. When the defects in Services and/or Work Output cannot be corrected by re-performance, Fintalent may: (a) require Talent to take necessary action, at Talent’s own cost and expense, to ensure that future performance conforms to the requirements and/or (b) reduce any price payable under the applicable project to reflect the reduced value of the Services performed and/or Work Product delivered by Talent and accepted by Client. If Talent fails to promptly conform the Services and/or Work Output when directed to do so, Fintalent may (a) contract another Talent to perform the Services and reduce any price payable by an amount that is equitable under the circumstances and charge the difference in re-procurement costs back to Talent and/or (b) terminate the project and/or this Agreement for default.
  5. Representations and Warranties
    1. Mutual Representations and Warranties. Each party represents and warrants that (a) it has full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, and (c) this Agreement is binding upon it.
    2. Talent’s Representations and Warranties. Talent represents and warrants to Fintalent that:
      • He/she will exercise the highest possible degree of skill, professionalism and care in performing its duties under this Agreement;
      • He/she shall devote such time and attention, skill and ability to the performance of the obligations under this Agreement as is required for the proper performance of such obligations;
      • Talent’s provision of Services and Work Output are original will not infringe upon any third party’s intellectual or proprietary rights;
      • Services and Work Output are of acceptable quality and will meet the requirements and conform with any specifications agreed between Talent and Client;
      • Talent will at all times during the period of the Agreement observe and comply with the terms of this Agreement and the Talent Outline Plan;
      • That he/she will indemnify Fintalent for any loss or damage arising directly or indirectly to Fintalent out of Talent’s failure to comply with the terms of this Agreement or any Talent Outline Plan.
  6. Indemnity; Limitation of Liability
    1. Indemnity. Fintalent relies upon Talent’s skill, expertise and experience and also upon the accuracy of all representations or statements made and the advice given by Talent in connection with the provision of the Services.Accordingly,Talent shall fully and effectively indemnify and hold Fintalent harmless from and against all costs, expenses, fees, claims, proceedings, damages, losses or other liabilities (together, Liabilities) arising out of or in relation (a) any breach by Talent of any provision of this Agreement; (b) any act or omission (including negligent acts or omissions) of Talent in the performance or purported performance of Services; (c) any breach by Talent of any applicable laws and regulations by Client or Talent; (d) breach or threatened breach of confidentiality; (e) any deficiency, error or delay in the delivery or performance of Services by Talent; and (f) claims by third parties in relation to Talent’s performance of Services.
    2. Limitation of Liability. In no event will Fintalent be liable to Talent for any third-party claim or for any indirect, special or consequential damages, including but not limited to lost income, in connection with or arising out of this Agreement. Fintalent makes no representations or guarantees, expressed or implied, in respect of any matter relating to the provision of Services.
  7. Intellectual Property
    1. Retained Rights. Each party will retain all rights, titles, and interests in and to its own Pre‐Existing Intellectual Property irrespective of any disclosure of such Pre‐Existing Intellectual Property to the other parties, subject to any licenses granted herein.
    2. No Rights to Client’s Intellectual Property; Work Output. Except for the limited license to use materials provided by Client or Fintalent as may be necessary in order for Talent to perform Services under this Agreement, Talent is granted no right, title, or interest in any of Client’s or Fintalent’s  Intellectual Property. To the extent permitted by law, any Work Output created as a result of this Agreement will constitute “works made for hire,” and the ownership of such Work Product will vest in Client at the time it is created. To the extent such Work Product does not constitute “works made for hire” under applicable law, Talent hereby assigns and transfers to Client all right, title and interest in and to all the Work Products therein.
  8. Use and Disclosure.  During the term of this Agreement and at all times thereafter, Talent will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing any Confidential Information to any third party without obtaining Fintalent’s or Client’s express prior written consent. Talent will protect Confidential Information from unauthorized use or access with reasonable care.
    1. Confidentiality of this Agreement. The terms of this Agreement shall be Confidential Information and, as such, shall be subject to the provisions of this Section 9. Talent agrees to maintain this Agreement as a confidential document and not to disclose the Agreement or any of its terms without the approval of Fintalent.
    2. Exceptions.  The foregoing confidentiality obligations shall not apply to Confidential Information to the extent Talent can establish that such Confidential Information: was properly known by Talent at the time of disclosure; was generally available to the public or otherwise part of the public domain at the time of disclosure to the Agency; and became generally available to the public or otherwise part of the public domain after its disclosure or development, as the case may be, and other than through an act or omission of the Agency.
  9. Return. Upon termination of this Agreement, Talent will promptly return to Fintalent or Client all items and copies containing or embodying Proprietary Information of Client or Fintalent.
    1. Remedies.  Talent agrees and understands that his/her obligations provided in these sections under Confidential Information are necessary and reasonable in order to protect Fintalent and Client and that monetary damages may be inadequate to compensate Fintalent or Client for any breach by Talent of its confidentiality covenants and agreements set forth in these Client Terms.  Accordingly, Talent agrees and acknowledges that any such breach or threatened breach may cause irreparable injury to Fintalent or Client and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Fintalent or Client will be entitled to seek temporary injunctive relief pending arbitration against the threatened breach of these Terms or the continuation of any such breach by Talent, without the necessity of proving actual damages or posting any bond.
  10. Term/Termination
    1. Term. This Agreement will commence on the Effective Date and continue in effect until terminated under this Section 10.
    2. Termination for cause. If either party materially breaches this Agreement, the other party may immediately terminate this Agreement in its entirety by giving the breaching party written notice.
    3. Termination at will. Each party also may terminate this Agreement in its entirety at any time, with or without cause, upon seven (7) business days’ written notice to the other party.
    4. Effect of termination. The termination of this Agreement any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of this Agreement. Fintalent agrees to pay Talent all amounts then due or accrued as of the effective date of such termination.
  11. General provisions
    1. Relationship of Parties. The parties’ relationship, as established by this Agreement, is solely that of independent contractors. This Agreement does not create any partnership, joint venture or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other party for any purpose whatsoever. It is further agreed and understood that Talent shall have no authority to enter into any agreements, obligations or commitments on behalf of Fintalent, or to negotiate the terms of potential prospective clients’ Agreements with the Fintalent. 
    2. Governing Law and Dispute Resolution.  Governing Law and Dispute Resolution. This Agreement and all Talent Outline Plans shall be governed by the laws of Switzerland. Dispute Resolution. The place of jurisdiction shall be exclusively Zurich, Switzerland.
    3. Assignment. Neither party will have the right to assign this Agreement to another party without the other party’s written consent, except that either party may, upon written notice to the other party (and without the other party’s consent), assign this Agreement in its entirety to a parent company, any subsidiary of a parent company, or an assignee in connection with a corporate reorganization, acquisition, merger, or sale of or substantially all of its assets; provided that the assignee agrees in writing to be bound by all of the terms and conditions of this Agreement.
    4. Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
    5. Headings. The section and subsection headings are for convenience of reference only and shall not be considered in the interpretation of this Agreement.
    6. Notices. Any notices to Fintalent in connection with this agreement will be made by email transmitted to oemer.gueven@fintalent.io provided that Talent also sends a copy of such notice via mail or nationally recognized carrier to Fintalent GmbH, Schaanerstraße 27, 9490 Vaduz, Liechtenstein. Notices to Talent will be made by email or regular mail and will be deemed to have been duly given when sent by Fintalent to the email or mailing address associated with Talent’s account (which Talent is responsible for keeping current).
    7. Signatures. This Agreement may be signed by manual, digital or facsimile signatures and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.
    8. Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, it shall be ineffective to the extent of such invalidity, illegality or unenforceability and the remaining provisions of this Agreement shall remain in effect.  If one Party gives notice to the other party of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
    9. Entire Agreement. This Agreement together with each Talent Outline Plan constitute the entire understanding and agreement between the parties. It supersedes all prior negotiations, understandings or agreements between the Parties concerning the subject matter contained herein. This Agreement may not be modified except in a writing signed by the parties and expressly referencing this Agreement.