Talentblocks Terms of Service

Dolche Ventures Pty Ltd ACN 675 817 517

Background

Thank you for visiting the Talentblocks Terms of Use (Agreement), we are Dolche Ventures Pty Ltd ACN 675 817 517 (Dolche Ventures, we, our, us and other similar terms). We provide a specialist freelancer online marketplace which allows Clients to seek, engage and manage Freelancer engagements, known as “Talentblocks” (Talentblocks).

This Agreement outlines the terms and conditions associated with the use of Talentblocks. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on our website.

Agreement

Accepting this Agreement

By using Talentblocks, you agree to comply with and be bound by the terms and conditions of this Agreement. These terms govern your access to and use of Talentblocks. If you do not agree to these terms, you have no right to obtain information from, create an Account for, use our services or otherwise continue using, Talentblocks.

These terms are binding on any use of Talentblocks. You must not use Talentblocks if you are not able to form legally binding contracts or are under the age of 18. If you create an Account on behalf of your employer or any other entity, you warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.

About this Agreement

Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined throughout this Agreement or in clause 15 and aid to clarify the terms and conditions. Please feel free to email us at hello@talentblocks.io if you have any other questions relating to this Agreement.

Term

The Term for this Agreement begins when you first access Talentblocks and applies to any use of Talentblocks. This Agreement may be terminated in accordance with clause 13 and if, at any time, you do not agree to the current content of these terms, you may cease your use of Talentblocks.

User Account

Creating an Account

You may use the public facing functionality of Talentblocks, including browsing for Freelancers without creating an Account. However, you acknowledge and agree that to access Talentblocks, you are required to provide us with personal information and create an Account with us.

You agree to provide any information reasonably requested by us for the purpose of setting up your Account and operating Talentblocks. You warrant that all of the information you provide to us is accurate and complete in all respects; you will inform us by updating your Account details whenever any such information changes; and you will not provide false or misleading information.

Account permissions

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorised employee or agent may create an Account on behalf of your business. You also agree not to disclose your Account security credentials to another person or permit them to access your Account on your behalf. You are responsible for the activities undertaken using your Account which occur via Talentblocks, whether such activities are authorised by you or not.

Talentblocks

Third party content

The Freelancer service listings, profiles and other related content on Talentblocks is largely produced by Users and not us. They are to be used or relied on at your own risk. We make no warranty or representations as to the accuracy of the Submitted Content of other Users.

Talentblocks may contain hyperlinks and other pointers to websites operated by third parties. We do not control these third-party websites and are therefore not responsible for the hyperlinks, information or downloads available on them. You visit third party websites entirely at your own risk.

Where we provide hyperlinks, we do so only for your convenience and do not indicate, expressly or implicitly, any endorsement, sponsorship or approval by us of the content on the third-party website.

Support

While you maintain a valid Account, we will provide support to assist you with technical issues which arise from the use of Talentblocks. Support is available via hello@talentblocks.io.

Talentblocks accessibility

You acknowledge and agree that Talentblocks requires access to the internet and will not function as anticipated without internet access.

Talentblocks operates using third party cloud infrastructure and telecommunication services (Third PartyInfrastructure). From time to time, Talentblocks may become inaccessible or unavailable. We neither control nor are we liable for faults in Third Party Infrastructure nor the consequences which arise from such faults.

Updates to Talentblocks

We reserve the right to update, upgrade, maintain, tune, backup, amend, add to or remove content from, redesign, improve, take offline (temporarily or permanently) or otherwise alter Talentblocks in our sole and absolute discretion. From time to time, without notice, access to all or part of Talentblocks may be disrupted or limited. During such an interruption, we will use reasonable endeavours to restore access to Talentblocks as soon as practicable.

To the maximum extent permitted at law, we are not liable for any loss, foreseeable or not, arising from any interruption to Talentblocks, planned or not, and any such temporary interruptions will not constitute a breach of these terms.

Your use of Talentblocks

Lawful use of Talentblocks

You undertake not to upload, store or access any data on Talentblocks if such access or storage would infringe a person’s Intellectual Property rights, breach any privacy law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory of Australia, or the jurisdiction in which you operate).

Prohibited conduct

You must not:

use an Account unless you have the express authority of the Account holder;

use automated means to upload content, log in or attempt to log into an Account, download or otherwise access Talentblocks in any way other than by features we make available to you;

attempt to gain unauthorised access to or impair any aspect of Talentblocks;

in any way tamper with, hinder or modify Talentblocks;

provide false or misleading information in your profile and service descriptions;

use any screen capture, data mining, robot, crawler or similar data gathering, reproduction or data extraction tools to collect information from Talentblocks for any purpose including the sending of unsolicited emails, soliciting our or another User’s personnel or duplicating the content of Talentblocks;

knowingly transmit any viruses or other disabling features to or via Talentblocks;

intentionally disable or circumvent any protection or disabling mechanism related to Talentblocks;

install or store any software applications, code or scripts on or through Talentblocks;

use Talentblocks in any way which could be reasonably expected to interfere with or damage our network, any other operator's network, or another User's enjoyment of Talentblocks; or

attempt any of the above acts or facilitate or assist another person to do any of the above acts.

Right to suspend

We reserve the right to limit or suspend all or part of your access to Talentblocks and alter your Account information, if in our reasonable opinion:

(a) you are in breach of a material term of this Agreement;

(b) you are making misleading or deceptive statements via Talentblocks;

(c) your Account information is incomplete;

(d) your Account engages in prohibited conduct as per section 10.3 below;

(e) we suspect you are soliciting users for purposes unrelated to Talentblocks’ intended service;

(f) your Account is not used for a period of greater than 12 months; or

(g) we suspect a security breach associated with your Account.

Suspending your Account will not constitute a breach of this Agreement by us.

Licence

Subject to clause 7 (App Marketplace Providers) we grant you a non-transferrable, non-exclusive, non-sublicensable, worldwide, royalty free and revocable licence to use Talentblocks, on the terms contained in this Agreement (Licence). The Licence to use Talentblocks is subject to and conditional upon your compliance with the terms of this Agreement.

App Marketplace Providers

Talentblocks mobile applications may be made available from Google Play and the Apple App Store (App Marketplace Providers). This clause 7, applies to the use of any mobile version of Talentblocks obtained from an app marketplace.

This Agreement is between us and you only. We, and not the App Marketplace Provider, are responsible for Talentblocks, and we are solely responsible for:

its support and maintenance;

the investigation, defence, settlement and discharge of any claim which relates to an infringement of third-party Intellectual Property rights arising from the use of Talentblocks; and

any claim Talentblocks fails to conform to any applicable legal or regulatory requirement, including product liability claims and claims arising under consumer protection laws.

The App Marketplace Provider’s liability to you is limited to the refund of the purchase price of Talentblocks and any other remedies under consumer protection law. Your right to use Talentblocks is non-transferable and non-sublicensable, except to the extent the App Marketplace Provider permits family sharing or like sharing arrangements.

The App Marketplace Provider may monitor your use of Talentblocks and is entitled to enforce the terms of this Agreement against you. You agree to submit to their legitimate enforcement activities.

If there is any inconsistency between this Agreement and the application use rules set out in the App Marketplace Provider’s terms of service, their terms of service will prevail to the extent of the inconsistency.

You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties.

Limitation of liability

Implied conditions

This clause must be read subject to any guarantee, condition or warranty (such as the consumer guarantees implied by theCompetition and Consumer Act 2010 (Cth)), which cannot by law be excluded (Non-Excludable Conditions).

We exclude all implied guarantees, conditions and warranties from this Agreement except any Non-Excludable Conditions.

Limitation of liability

Subject to the Non-Excludable Conditions, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:

Talentblocks being temporarily inaccessible for any reason that is beyond our control;

incorrect, corrupt or lost data;

any computer virus, trojan and other malware in connection with Talentblocks;

security vulnerabilities in Talentblocks or any breach of security that results in unauthorised access to, or corruption of data;

the actions or inactions of, or any dispute arising between Users of Talentblocks;

any loss or damage to property, personal injury or death arising directly or indirectly in connection with this Agreement or any agreement between Users;

the occurrence of an Event of Force Majeure;

your use of or reliance on Talentblocks for a purpose other than its reasonably expected purpose;

any dispute which arises between Clients and Freelancers or otherwise between Users of Talentblocks; or

any act or omission by you, your personnel, your associates or any related body corporate under or in relation to this Agreement.

Limits to liability associated with goods and services

To the fullest extent possible under the law, we limit our liability for any breach to: in the case of goods, the re-supply of the goods or payment of the cost of the re-supply of the goods or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services, the resupply of the services or the payment of the cost of having the services resupplied.

Indemnity

You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, whether directly or indirectly arising from your infringement of any third-party Intellectual Property rights; any interactions or contracts you form with other Users of Talentblocks; or your breach of any law associated with this Agreement.

Contribution

Neither party will be liable to the other whether in contract, tort (including negligence) or otherwise in connection with this Agreement, for loss or damage to the extent that the other party (or the other party’s personnel) contributed to the loss or damage.

Warranties

Subject to the Non-Excludable Conditions, we make no warranties or guarantees that Talentblocks is fault free, regarding its fitness for any particular purpose or regarding your access to, or the results of your access to Talentblocks, including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

Intellectual Property and Submitted Content

Intellectual Property

For the purpose of this Agreement, intellectual property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, trademarks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right (Intellectual Property).

We warrant we own or have a licence to use the Intellectual Property in Talentblocks.

You warrant you will not do any of the following, or permit any person over whom you have effective control over, to:

copy or reproduce, or create an adaptation or translation of, all or part of Talentblocks in any way, except to the extent that reproduction occurs automatically through its ordinary use;

incorporate all or part of Talentblocks in any webpage, site, application or other digital or non-digital format;

sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of Talentblocks on any medium; or

directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in Talentblocks.

Submitted Content

When you provide us with content, including, without limitation, details of the services you seek or provide, profile information, job information or any other information, text, photos, images and/or materials (Submitted Content), your Submitted Content stays yours. This Agreement does not transfer ownership of Submitted Content to us.

When you provide Submitted Content, you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that Submitted Content works better with Talentblocks), communicate, publish, publicly display and distribute Submitted Content for the purposes of allowing us to operate, provide, improve, promote and protect Talentblocks. You waive any claims against us relating to any moral rights or similar rights worldwide that you may have in the Submitted Content.

You represent that you own all rights including Intellectual Property rights to your Submitted Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your Submitted Content, to the extent that it is used within Talentblocks.

While we reserve the right to take down any Submitted Content which is in breach of this Agreement, you acknowledge and agree we are not required to monitor Submitted Content, nor are we responsible for it.

It is entirely your responsibility to keep copies of any Submitted Content uploaded to Talentblocks and you must not rely on us storing copies for you.

Prohibited content

You undertake, and it is a condition of this Agreement, that you and your authorised Users do not upload any Submitted Content:

unless you have the express permission of the person to whom that Submitted Content relates;

if the submission of that content infringes any third-party intellectual property rights;

which is false, misleading or otherwise deceptive in any way;

which is improper, harmful, threatening, defamatory, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, hateful or otherwise objectionable;

which includes nudity, sex, pornography, adult-oriented content, or explicative or inappropriate language;

containing any computer virus or malicious code;

that is likely to offend, insult or humiliate based on race, religion, ethnicity, gender, age or sexual orientation; or

any other content which we deem inappropriate, acting reasonably.

You acknowledge we are under no obligation to review the Submitted Content on Talentblocks and that in some cases that information may be mislabelled, misleading, offensive or inaccurate. Users are solely responsible for ensuring the accuracy of Submitted Content and identity of any User before engaging them. Misleading, illegal or offensive content can be reported to us via email to hello@talentblocks.io.

We reserve the right to suspend your Account in accordance with section 5.3 above.

Privacy

You agree and consent to us handling your personal information in accordance with our privacy policy. We may amend our privacy policy in our sole discretion. If we amend our privacy policy, we will post the new version on our website.

Where you engage with another User of Talentblocks, you authorise us to share your personal Information and Submitted Content with such other Users as would be reasonably expected with reference to the type of interaction you have with them.

Certain features of Talentblocks allow you to make information publicly available, you are solely responsible for reviewing and confirming the information prior to making it publicly available. When you make such information publicly available, you do so solely at your own risk.

Dispute Resolution

A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 12 before commencing any legal proceedings.

If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.

Each party must pay its own internal and legal costs in relation to complying with this clause 12. The mediator’s costs are to be shared equally.

The parties acknowledge and agree this clause 12 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

Termination

Termination

Either party may end this Agreement immediately if the other materially breaches this Agreement

We may end this Agreement if we cease to provide Talentblocks or your Account remains suspended for a period of more than 14 days; or for any other reason after notifying, you 30 days in advance of our intention to terminate this Agreement.

You may terminate this Agreement with us immediately by closing your Account using our normal account management and termination process within the Service or notifying us in writing.

Actions upon termination

Upon Termination you must immediately stop using Talentblocks; we reserve the right to permanently erase any data or Submitted Content associated with your Account; and you will no longer have access to your Account. You are solely responsible for the extraction of your data and Submitted Content from Talentblocks prior to termination.

General

Assignment - Neither party may assign, encumber, declare a trust over or otherwise create an interest in our rights in this Agreement without the other party’s consent, which must not be unreasonably withheld.

Entire agreement - This Agreement sets out all the parties’ rights and obligations relating to the subject matter of the Agreement, and it supersedes all previous agreements or understandings between the parties in connection with the relevant subject matter.

Event of Force Majeure - The parties' obligations, other than an obligation to pay money, under this Agreement are suspended for the duration of and to the extent they are affected by an Event of Force Majeure.

Governing law - This Agreement is governed by and is to be construed in accordance with the laws of Queensland, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of courts exercising jurisdiction there.

Notices - The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement which we send to you, will be sent to you via the email address provided to us in your Account. By accepting these terms, you give your consent to receive communications from us by email. Your notices to us should be directed to Talentblocks or sent via the facilities made available to you on our website.

Relationship of the parties - Nothing in this Agreement is intended to create any partnership, joint venture, agency or employment relationship between the parties.

Survival – Clauses 7, 8 ,10, 12 and any other clause in this Agreement which is expressed to survive or by its nature survives, will survive termination or expiry of this Agreement for any reason.

Severance - If anything in this Agreement is unenforceable, illegal, or void then it is severed, and the rest of this Agreement remains in full force and effect.

Variations to this Agreement - We may vary this Agreement at any time by posting, with 30 days’ notice, the new Terms of Use on our Website. If you do not accept the terms of the variation, you may terminate this Agreement in accordance with clause 13.

Definitions

Account means the username and security credentials used to access Talentblocks.

Agreement means this Talentblocks terms of use.

Client means a User of Talentblocks who seeks and may engage Freelancers via Talentblocks.

Commission takes its meaning from Schedule 1 clause 1.1.

Freelancer means a User who offers freelance services and records timesheets via Talentblocks.

Intellectual Property takes its meaning from clause 10.1.

Submitted Content takes its meaning from clause 10.2..

Third Party Infrastructure takes its meaning from clause 4.3.

User means any person or organisation accessing or otherwise using Talentblocks.

We, our, us or other similar terms means Dolche Ventures Pty Ltd ACN 675 817 517.

Website means the site located athttps://talentblocks.io/ and any of its subdomains.

You , your or other similar terms mean the User who is entering into this Agreement with us.

  1. Client Terms

If you are a Client using Talentblocks then you acknowledge and agree to the following terms in this schedule.

  1. Commission

  1. Calculation of Commission

You acknowledge and agree we are entitled to retain a commission of 10% of the total invoiced amount for hours booked and completed by a Freelancer, per month (Commission).

If we are unable to collect the Commission, we may invoice you for the Commission amount and you agree to pay our validly rendered invoice within 14 days of the invoice date.

  1. GST

Any consideration or payment obligation in this Agreement is exclusive of GST (if applicable) unless stated otherwise.

If a supply made under or in connection with this Agreement is a taxable supply the consideration for the supply is increased by an additional amount equal to the amount of that consideration multiplied by the relevant GST rate.

Unless otherwise stated in this Agreement, if a party is entitled to be reimbursed or indemnified by another party for an expense, claim, loss, liability or cost incurred in connection with this Agreement, the reimbursement or indemnity payment must include any GST component of the expense, claim, loss, liability or cost for which an input tax credit may be claimed.

  1. Refunds

We only provide refunds in accordance with the Australian Consumer Law. You acknowledge and agree that upon a Freelancer completing the hours under the contract between yourself and the Freelancer, we are entitled to the Commission. We are under no obligation to refund any Commission once processed, simply because a Freelancer terminates the contract with the Client, fails to meet expectations or fails to satisfy its deliverables.

  1. Our rights and obligations

  2. Not a party

You acknowledge that we are not a party to the relationship or any dealings between you and any other User of Talentblocks. Without limitation, you are solely responsible for:

  1. determining the suitability of Freelancers before entering into a contract for services with them;

  2. negotiating, agreeing to, and executing any terms or conditions of the contract for services you have with a Freelancer, without imposing any obligations on us;

  3. complying with the obligations of any contract you have with a Freelancer; and

  4. complying with any legal obligations you have in relation to privacy or other law including superannuation, tax or workplace relation laws.

  1. No guarantees

We do not undertake any due diligence, vet or otherwise perform background checks on Freelancers. Your selection of Freelancers is solely your responsibility and at your own risk. We also do not advertise the Freelancer services ourselves nor are we the agent of the Freelancer, therefore, our capacity to act is limited where a dispute arises between you and a Freelancer.

  1. Freelancer Terms

If you are a Freelancer using Talentblocks then you acknowledge and agree to the following terms in this schedule.

  1. Account creation

To create a Talentblocks account, you must provide accurate and complete information as requested during the registration process including your ABN. We reserve the right to verify the details provided and to approve or reject Account application in our reasonable discretion.

You acknowledge and agree that providing an ABN is an essential term of this Agreement. The failure to provide a correct ABN gives rise to our right to immediately terminate this Agreement with you.

Creating an Account constitutes an offer to enter into this Agreement with us. We are under no obligation to accept the offer and we may refuse the Account in our reasonable discretion.

  1. Transactions between you and Clients

You acknowledge and agree:

  1. we only facilitate introductions between Users and we are not a party to the relationship, agreement or any dealings between you and any other User of Talentblocks;

  2. we are not an agent of the Client; and

  3. we provide you with a platform whereby you can record and report on work completed and engage directly with the Client via Talentblocks.

You are solely responsible for determining the suitability of any Client before engaging with them further.

  1. Remittance of Freelance services fee

Payments to Freelancers will be made within 14 days following receipt of payment from the Client or within a reasonable time period subject to payment being made to us by our payment vendor. We are not liable for any delays in payment if the Client fails to pay. Should the Client fail to make payment, we are under no obligation to remit any payment to the Freelancer.

While we would be concerned if a User of our platform refuses to make accurate payments, and we would want to know about it, your remedy lies directly with the Client.