TalentMind is an HR recruiting software, provided by AdAsia (Thailand) Limited. (hereafter referred to as “AdAsia”), which enables employers to have a smart recruiting process. AdAsia has made every attempt to ensure the reliability and accuracy of information provided on this platform but as such, this information is provided without warranty of any kind. AdAsia does not and will not accept liability or responsibility of any manner for the completeness, accuracy, content, legality, or reliability for the information on TalentMind. The services on TalentMind as well as all information, products, content and other services included are made available to the Client on an “as is” basis, unless specified in writing. The Client agree that the Client use the TalentMind platform at the Client’s sole risk. By accessing, using and browsing TalentMind, you acknowledge that you have read, understood and agree to be bound by these term and con-ditions provided below, and to comply with all applicable laws, rules and regulations of a country where performance is to be expected.
In consideration of the terms outlined in this Agreement, the Client and AdAsia agree to enter into an agreement whereby AdAsia shall provide access (“Service”) to its proprietary HR software TalentMind. The Client shall execute the order of such services (“Software Order”) prior to signing this agreement.
2.TERMS AND CONDITIONS
AdAsia provides access to TalentMind subject to the general terms and conditions provided below. The Client completely and unequivocally agrees to be bound by the terms and conditions of the Agreement. Any changes the Client had wished to make have been communicated, therefore this current agreement is final and has come about through both Parties’ intention to be willfully bound to the terms herein. If the Client does not intend to be legally bound to the terms and conditions of the Agreement, the Client may not access or otherwise use TalentMind. AdAsia reserves the right, at any time, to update and change any or all of these terms and conditions, at its sole discretion. By using TalentMind, the Client acknowledges that the Client has read and understood all chapters, sub-chapters, provisions of the agreement, and agrees to work under these terms and conditions.
The Client accepts these terms and conditions by executing this agreement by electronically accepting this agreement, and by accessing TalentMind thereafter.
By using TalentMind, the Client represents and warrants that the Client has the right, authority and capacity to enter into the Agreement. If the Client does not meet all of these requirements, the Client must not access or use TalentMind.
AdAsia makes no claims that TalentMind or any of its content is accessible or appropriate based on the domicile of the Client. Access to TalentMind may not be legal for certain persons or in certain countries. If the Client accesses TalentMind, the Client does so on its own initiative and as such, shall be responsible for compliance with local laws.
The AdAsia name, the terms, AdAsia logo and all related names, logos, product and service names, designs and slogans are trademarks of AdAsia or its Affiliates. The Client must not use such marks without the prior written permission from AdAsia. All other names, logos, product and service names, designs and slogans on TalentMind are the trademarks of their respective owners.
4.ADASIA SCOPE DEFINITION
The services on TalentMind as well as all information, products, content and other services included are made available to you on an “as is” basis, unless specified in writing.
5.FEES AND PAYMENT TERMS
All fees payable hereunder are due and payable within thirty (30) days of the date of invoice, unless agreed otherwise in the Software Order. Any amounts not subject to a good faith dispute that are not paid within thirty (30) days of the date of invoice will incur interest at a rate equal to the lower of one percent (1.25%) per month or the highest rate permitted by the laws and regulations of the jurisdiction where performance is expected to take place. Additionally, AdAsia may suspend its services until the undisputed portion of Client’s account is brought current. All fees and charges referred to in a software order, or any invoices are exclusive of taxes and any additional tax obligations shall be borne by the Client.
For any future period, AdAsia may increase any or all fees payable hereunder; provided, how-ever, that
(i) no fee increase shall become effective until sixty (60) days after AdAsia notifies Client in writing of such fee increase and
(ii) each increase shall not exceed AdAsia’s then-current published prices, if any.
6.1 AdAsia reserves the right to provide access, withdraw or amend the access to TalentMind, and any service or material that AdAsia provides on TalentMind, at its sole discretion and without notice. AdAsia will not be liable if for any reason all or any part of TalentMind is unavailable at any time or for any period. From time to time, AdAsia may restrict access to some parts of TalentMind, or the entire TalentMind software.
6.2 AdAsia will provide an electronically or physically issued Software Order including the following but not limited to, the scope of work required by the Client, the fees associated with such statement of work, and/or any additional conditions agreed upon between both the Parties.
Additionally, at its sole discretion, AdAsia has the right to:
6.3 AdAsia has the right to disable any user name, password or other identifier, whether cho-sen by the Client or provided by AdAsia, at any time at its sole discretion for any or no reason, including if, in AdAsia’s opinion, the Client has violated any terms and conditions of the Agreement.
6.4 Block, ban, deactivate, refrain or take any action to temporarily/permanently suspend the Client account on TalentMind without further notice if AdAsia believes that the Client has violated all or part thereof of the terms and conditions of the Agreement.
6.5 Take any action with respect to any Client that AdAsia deems necessary or appropriate, including if AdAsia believes that such Client violates the terms and conditions of the Agreement, including but not limited to the content standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of TalentMind or the public or could create liability for AdAsia.
6.6 Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of TalentMind.
6.7 Without limiting the foregoing, AdAsia has the right to fully cooperate with any law enforcement authorities or court order requesting or directing the disclosure of the identity or other information of anyone posting any materials on or through TalentMind. The Client waives and indemnifies AdAsia and its affiliates, licensees and service providers from any claims resulting from any action taken by the company/any of the foregoing parties during or as a result of its investigations and from any actions taken as a consequence of investigations by either the company/such parties or law enforcement authorities. However, AdAsia does not undertake to review material before it is posted on TalentMind, any social media channels or the internet, and therefore cannot ensure prompt removal of objectionable material. Accordingly, AdAsia assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. AdAsia has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
6.8 AdAsia shall provide the TalentMind software for Clients who accept this agreement and abide by all the terms of service provided herein.
7.1 The Client must provide certain registration details for the user accounts or other infor-mation as required by AdAsia to use certain features of TalentMind. The Client guarantees that the information of the Client provided to AdAsia for the use of TalentMind is correct, current, complete and up to date.
7.2 The Client shall adhere to the conditions of using the TalentMind platforms set out by AdAsia in this Agreement.
7.3 The Client shall ensure that all persons who have access to Client’s account on TalentMind and access either through the Client’s internet or any network connection are aware of the terms and conditions of the Agreement and comply with them. The Client shall be wholly responsible for access to its own account. AdAsia shall not be held liable for any damages caused by or on the Client’s account.
7.4 The Client shall ensure that the material posted on TalentMind, any social media channels or the internet linked to TalentMind is performed by the candidate and does not apply to the views of AdAsia. AdAsia does not review their activities and cannot guarantee that they comply with all local laws and regulations.
7.5 The Client must comply with the timeline prescribed in the Software Order. There may be a penalty for late service if services are not rendered as agreed in the Software Order.
7.6 The Client agrees to provide personal information to AdAsia for registration on Talent-Mind. This personal information is only to be used to match potential candidates with the Client.
8.1 The Client acknowledges that the Client account is personal to the Client and agrees not to provide any other person with access to TalentMind or portions of it using the Client’s user name, password or other security information.
8.2 The Client also acknowledges that the Client must treat all private information gathered from AdAsia or TalentMind as confidential and the Client must not disclose it to any other person or entity or third-party without the prior written consent from AdAsia.
8.3 The Client agrees to notify AdAsia immediately of any unauthorized access to or use of its user name or password or any other breach of security. The Client also agrees to ensure that the Client shall exit or sign out from the member account at the end of each session. The Client should use particular caution when accessing the member account from a public or shared computer so that others are not able to view or record the password or other personal information.
8.4 AdAsia shall not be liable for any direct or consequential loss or damage arising from the Client’s failure to comply with the above requirements.
8.5 AdAsia shall not be liable for any data privacy law violation arising from the Client’s failure to comply with the above requirements.
The Client agrees to defend, indemnify and hold harmless AdAsia, its Affiliates, licensors and service providers, and their respective officers, directors, employees, contractors, agents, licen-sors, suppliers, successors and assigns from and against any claims, liabilities, damages, judg-ments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to the Client’s violation of the Agreement or the Client’s use of HRSS, including, but not limited to Client content, any use of TalentMind’s content, services and products other than as expressly authorized in the Agreement or the Client’s use of any information obtained from TalentMind.
The Client shall provide a thirty (30) day notice prior to termination of this agreement. The Client shall pay any fees then owing under this as of the date of termination within thirty (30) days.
AdAsia has the right to terminate or suspend the Client’s access to all or part of TalentMind for any or no reason, including without limitation, any violation of the Agreement. AdAsia will not have any liability whatsoever to the Client for any termination of the Agreement, including for termination of the Client’s member account or deletion of the Client content. AdAsia will not be liable to the Client or any third-party for termination of any service.
11.WAIVER AND SEVERABILITY
The omission or delay on AdAsia's part in exercising any or part of its rights under the terms and conditions of the Agreement shall operate as a waiver thereof.
If any provision of the terms and conditions of the Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement shall remain intact and continue in full force and effect.
All formal communications between AdAsia and Clients shall be executed in English through the following electronic mail.
These addresses prescribed above are the only addresses where correspondence shall be sent from and received with regards to the contractual relationship between the Client and AdAsia.
Electronic mail sent and received in the above address shall be deemed to have been formally and properly received and posted. The Client cannot claim to not have received or not acknowledge a certain email that has been sent or received in the address above. If there are changes to be made to the email address provided above, the Client shall notify the change in writing to the TalentMind email address provided above.
Except for payment obligations, neither the Client nor AdAsia shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond either Client’s or AdAsia’s reasonable control, including the elements; fire; flood; severe weather; earth-quake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labour disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
14.GOVERNING LAW AND JURISDICTION
The Agreement shall be governed by the laws and regulations of the Client’s place of resi-dence/domicile.
Created on 21st May 2018 and applied from 22nd May 2018
Amended on 17th July 2018 and applied from 17th July 2018