SuperBiller Terms Of Service
In these conditions the following words and expressions shall have the following meanings:
“Company” means Zeus Talent Group Limited (trading as SuperBiller) and its successors.
“Customer” means any person or company accessing SuperBiller.com or using the Company’s Materials and/or Services and agreeing to these Terms.
”Materials and/or Services” means the software, documents and services as listed on SuperBiller.com under Spark or Ignite membership categories to be supplied to the Customer by the Company or its Partners and accepted in accordance with these terms.
”Partners” means third party suppliers that have granted rights to SuperBiller to introduce or resell their services or software to SuperBiller Spark or Ignite members
“Rolling Contract” means that following the initial 12-month membership, your subscription will automatically renew on a month-to-month basis until either party gives notice of termination. This is for an annual membership that is billed either monthly or annually.
“Registered User” or “User” means a single user of the product or service.
“Terms” means these Terms and Conditions
“Termination Date” means the date these Terms finish
“Termination Notice Period” means 1 calendar month, but ony, after the first 12 months membership
All Materials, Usernames & Passwords supplied by the Company or its Partners to the Customer will only be used by its Registered Users and may not be used, passed on or resold to any third party or to any person who is not a Registered User. Any infringement will be treated in accordance with Clause 7.
Payment shall be made by the Customer or its Partners according to Spark or Ignite membership status
4. Intellectual Property Rights
The Customer acknowledges that all Materials, documentation and other proprietary information licenced to the Customer or its Partners by the Company or its Partners howsoever supplied shall remain the property of the Company or its Partners.
The Customer acknowledges that the Company or its Partners owns all copyright and other intellectual property rights in all Materials, documentation and other proprietary information howsoever supplied.
The Customer is granted a non-exclusive limited non-transferable licence to use the Materials solely for the purposes of these Terms. The Customer agrees that any unauthorised copying, reproduction, hiring, lending, public performance and broadcasting of any Materials is strictly prohibited and any attempt to do so will be an infringement of the Company’s copyright. Each infringement will be treated in accordance with Clause 7 and the Customer will be liable to prosecution.
The Company gives permission for the Customer to use internally the techniques provided through the Materials agreed in these Terms but not to deliver these techniques for any external use, paid or otherwise.
5. Term and Termination
The Company will provide the Customer with a minimum of 12 months membership to a platform containing RecTech (Recruitment Technology) , templates & documents as well as online training videos, configurable online assessments and videos that can be used for marketing purposes to attract candidates and clients for the Customer. The Company will brand the LMS, for paying Ignite members only, as closely as possible to the logos and company colours supplied to the Company by the Customer. The Customer can change such branding and logos on the platformers that allow for such branding.
The Customer understands that the intellectual property for recruiters, managers and directors, contained within the LMS is substantial, in excess of 80 hours of learning material. The Customer acknowledges that it is possible for individuals to extract huge value from the intellectual property of the LMS and documents before the expiry of 12 months and therefore agrees that under no circumstances can the membership be cancelled within 12 months of commencing the membership. The Customer expressly confirms its understanding that the Company does not give access to this valuable intellectual property for shorter periods than 12 months. The Customer also expressly confirms its understanding that the membership cannot be cancelled if the Customer:
– Forgot to use the LMS or other services
– Was too busy to use the LMS or other services
– Did not add proprietary content to the LMS
– Could not inspire staff to use the LMS or other services
– Believes that some or all of the products and services are not relevant
The Customer expressly confirms their understanding that this is NOT a subscription that can be cancelled before the final month of subscription and the Customer confirms that there is no entitlement to any refund if the Customer decides to stop using the service during the first 12 months.
If the Customer wished to cancel Ignite membership at the end of 12 months, the Customer will continue to receive access to the Materials until the end of the contract. No partial refunds will be given under any circumstances.
After the Termination Date or the final day of the Termination Notice Period the Customer will no longer receive Materials licenced through these Terms and membership will automatically be downgraded to Spark membership, unless advised otherwise in writing. Any Ignite member enhanced discounts will be terminated after the Termination Date, although customers could still then purchase additional products and services as per prices listed under Spark membership.
The Company may terminate this Agreement with immediate effect without liability by serving written notice on the Customer and without prejudice to its other rights if:
(a) the Customer fails to remedy a material breach of these Terms which is not remedied within 7 days of written or verbal notice specifying the breach and requiring its remedy; or
(b) the Customer becomes insolvent or has an order made for its winding up or an administration order made against it.
Upon Termination of this Agreement, without prejudice to any other rights or remedies the Company may have, all fees due to the Company shall become immediately due and payable.
Any outstanding Materials, including but not limited to credits for services purchased in advance, must be made use of before the Termination Date or before the end of the Termination Notice Period, whereafter they will become invalid.
6. Indemnity and Liability
All Materials are supplied only on the basis that the Company or its Partners incurs no liability to the Customer, its employer or to any other party whether in contract or in tort (including negligence) or otherwise in respect of any matter arising out of the use of the Materials or out of the interpretation of the information thereby derived by the Customer, the Company or any other party.
The Customer shall indemnify the Company in respect of any costs, claims, losses or liabilities incurred by the Company or its partners resulting from the acts or omissions of the Customer in relation to these Terms.
The Company and its Partners will carry out the Services with reasonable skill and care but shall not be liable to the Customer for any indirect or consequential loss (including loss of profit or business).
The Company’s aggregate liability to the Customer however caused whether for breach of contract, negligence or otherwise (except in relation to death or personal injury) shall not in any event exceed that part of the relevant fee which has been paid to it by the Customer.
The Customer understands that different employment laws apply in different territories and that legislation is constantly changing. The Customer further understands that that Company is unable to offer any guarantees that use of Partner software or the examples used in videos, documents or other training offerings comply with current law and consequently the Customer will check domestic legislation relating to employment and discrimination etc. It is the Customer’s responsibility to check the lawfulness of any of the recruitment practices highlighted in these offerings, including but not limited to, the selection criteria for candidates, referencing and the way that job details are taken from the Customer’s Clients.
6.1 Availability of the products, service and disclaimers
The services outlined in the agreed in the Customer Engagement Agreement are provided “as is” and on an “as available” basis. The Company give no warranty that the services will be free of defects and/or faults. To the maximum extent permitted by the law, the Company provides no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. The Company is under no obligation to update information on the Customer’s branded LMS’.
Whilst the Company uses reasonable endeavours to ensure that services supplied to Customers are secure and free of errors, viruses and other malware, we give no warranty or guarantee in that regard and all Users take responsibility for their own security, that of their personal details and their computers. The Company accepts no liability for any disruption or non-availability of the services.
The Company reserves the right to alter, suspend or discontinue any part the services in order to enhance services to all its Customers. These terms and conditions shall continue to apply to any modified version of the services unless it is expressly stated otherwise.
6.2 Force Majeure.
The Customer acknowledges that the provision of online services by the Company is subject to interruption and delay due to causes beyond its reasonable control including but not limited to acts of God, pandemics, acts of any government, war or other hostility, civil disorder, storms, fire, explosion, power failure, suppliers of Internet and video hosting services, equipment failure, industrial disputes.
The Customer agrees that the Company provides the Materials in good faith for the Customer to use for training and development and business improvement purposes and that the Company takes no responsibility for the improvement in performance in the Customer’s Registered Users, financial or otherwise.
The Customer further agrees that for any infringement of Clause 2 or Clause 4 the Customer will immediately pay the Company £5,000 for each infringement
7.1 Customer obligations
The Customer can distribute Website passwords to employees solely and exclusively for internal business purposes. The Customer is responsible for all access to and use of software and LMS passwords by its personnel, whether or not the Customer has knowledge of or authorizes such access and use.
The Customer may not assign or transfer any of its rights or obligations without the Company’s prior written consent. The Customer agrees to ensure that Users are limited to employees of their company and that login details will not be shared by Users. Furthermore, the Customer acknowledges that sharing User Licences will be deemed as a material breach of this Agreement. The Customer shall be responsible for any and all acts or omissions of its Users whether the Users are acting in the course of their employment or otherwise in relation to the Customer’s obligations under the Agreement.
The Customer agrees to cancel each password of a departing User immediately upon that User leaving the Customer’s business and to inform that Company immediately of any known or suspected unauthorized use of the Customer’s account. The Customer acknowledges that the Company will not be liable for any fraudulent or improper use of their Customer’s account.
The Company shall not be liable to the Customer or be deemed to be in breach of these Terms by reason of any delay or failure to perform any of the Company’s obligations, if the delay or failure was due to any cause beyond the Company’s reasonable control (including, and/but without limitation, act of God, pandemic, fire, industrial action, terrorist activity or the unforseen power failure, unavailability or malfunction of facilities, internet downtime, delays in products and delivery, equipment or software).
8. Submission of content by Users
In the event that the Customer submits content to its branded LMS, that Customer grants the Company a worldwide, royalty-free, perpetual, non-exclusive right and license (including a waiver of any moral rights or other related rights) to use, display, reproduce such content within the Customer’s branded site only.
The Customer acknowledges that the Customer is responsible for any Content it submits to the Customer’s branded LMS, including the legality, reliability, appropriateness, originality and copyright of any such Content. The Customer may not upload to, distribute or otherwise publish through the LMS any Content that (i) is confidential, proprietary, false, fraudulent, libellous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offence, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of “spam.” The Customer agrees not to use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content.
The Customer agrees not to upload commercial content onto the Website.
The Customer represents and warrants that it owns or otherwise control all the rights to the Content it posts; that the Content is accurate; that use of the Content it supplies does not violate any provision of these terms and conditions and will not cause injury to any person; and that the Customer will indemnify The Company for all claims resulting from Content it supplies.
9. Changes to Terms & Conditions
The Company reserves the right to amend these Terms from time to time and will confirm any changes in writing 30 days before any changes take effect.
If any of these Terms and Conditions should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which such terms and conditions are or might be effective, then to the extent of such illegality, invalidity or unenforceability, and in relation to such state or country only, such terms or conditions shall be deleted and severed from the rest of the relevant terms and conditions and the remaining terms and conditions shall survive, remain in full force and effect and continue to be binding and enforceable.
11. Data Protection
Unless otherwise notified in writing by the Customer, the Company may use personal data about the Customer for the purposes of customer administration, marketing, public relations, research and statistical analysis.
12.1 Each party agrees and undertakes that during the term of this Agreement and thereafter it shall keep confidential and shall not use for its own purposes, nor without the prior written consent of the other party disclose to any third party, any information of a confidential nature (including, without limitation, information relating to a party’s products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets and information of commercial value) which may become known to that party from the other party (Confidential Information), unless the information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of that party from a third party.
12.2 To the extent necessary to implement the provisions of this Agreement, each party may disclose Confidential Information to those of its employees as may be reasonably necessary or desirable, provided that before any such disclosure each party shall make those employees aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees with them.
Any notice to be served shall be sent by first class post, fax or email. Notice shall be deemed served on the second working day after posting if posted or, if faxed or emailed, the next working day provided that valid transmissions slip or delivery receipt is received and a hard copy sent.
14. Jurisdiction and Law
These Terms shall be subject to and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts.