Terms of Service

1.Who we are

Elite Talent (Pty) Ltd ("Elite Talent", "we", "us", "our") operates a private talent house providing talent introduction and placement services through www.elitetalent.africa (the "Site"). Our services connect employers with vetted executive, board and specialist candidates for full-time, fractional, interim, contract and non-executive engagements (the "Services").

Elite Talent is an introduction and placement service. We are not a party to any employment contract, service agreement or engagement concluded between an Employer and a Candidate, and we are not an employer of any Candidate in the Vault unless expressly stated in writing.

2.Definitions

• "the Vault" means Elite Talent's curated database of vetted Candidates across its five practices.
• "Candidate" means any individual admitted to the Vault by invitation or vetted application.
• "Employer" means any company or person using the Services to receive Profiles, Introductions or Placements.
• "Profile" means an anonymised summary of a Candidate's experience, achievements and availability prepared by Elite Talent.
• "Introduction" means the disclosure by Elite Talent of a Candidate's identity to an Employer, or the facilitation of direct contact between them, whichever occurs first.
• "Placement" means the engagement of a Candidate by an Employer in any capacity (permanent, fixed-term, fractional, interim, contract, consulting or board appointment) following an Introduction.
• "From the Vault" means Elite Talent's curated email publication containing Profiles.
• "Membership" means the Talent Partner subscription described in section 10.
• "Rate Card" means Elite Talent's schedule of fees, as provided to the Employer and in force at the time an Introduction is requested.

3.Acceptance of these Terms

By using the Site, subscribing to From the Vault, submitting a brief, requesting an Introduction, applying to become a Candidate, or entering a Membership, you accept these Terms on your own behalf or on behalf of the entity you represent, and you warrant that you are authorised to do so.

We may amend these Terms from time to time. Amendments take effect when posted on the Site, and the "Last updated" date will be revised. Material changes affecting active Memberships or open briefs will be notified by email. Continued use of the Services after changes are posted constitutes acceptance.

4.From the Vault

4.1 From the Vault is provided to Employers for the sole purpose of evaluating whether to request Introductions through Elite Talent.

4.2 Subscribers may not forward, republish, scrape, or redistribute From the Vault or any Profile outside their organisation, use Profiles to identify Candidates, or use its content to solicit candidates through any channel other than Elite Talent.

4.3 Profiles are anonymised and provided in good faith based on information supplied by Candidates and verified by Elite Talent to a reasonable professional standard. Availability of any Candidate may change without notice.

4.4 You may unsubscribe at any time using the link in any edition. Paid subscriptions to From the Vault renew monthly and may be cancelled with effect from the next billing date.

5.Employer services

5.1 Briefs and shortlists

Upon receiving a brief, Elite Talent will use reasonable commercial efforts to deliver a shortlist of vouched Candidates within the timeframe communicated (typically ten working days). Shortlist sizes are indicative and depend on the brief, the package band and Vault availability. Elite Talent does not guarantee that a shortlist can be produced for every brief and will advise promptly where it cannot. Shortlisted Candidates may be required to complete skills assessments appropriate to the role before Introduction; assessment outcomes are indicative and do not constitute a warranty of performance.

5.2 Introductions

Introductions are confidential and made for the sole purpose of the brief concerned. The Employer must not disclose a Candidate's identity, Profile or supporting materials to any third party without Elite Talent's prior written consent, and must treat all Candidate information in accordance with applicable data protection law.

5.3 Placement fees

A placement fee per the Rate Card becomes due when a Placement occurs. A Placement includes any engagement of the Candidate, in any capacity and under any corporate structure (including through a related company, subsidiary, or intermediary), within twelve (12) months of the Introduction.

5.4 Employer obligations

The Employer is solely responsible for its own selection decisions, interview process, offer terms, background and reference checks beyond those performed by Elite Talent, employment contracts, and compliance with applicable labour and employment equity legislation.

6.Fees, invoicing and taxes

6.1 All fees are as set out in the Rate Card or the applicable written proposal, quoted in South African Rand (ZAR) and exclusive of VAT unless stated otherwise.

6.2 Placement fees are invoiced upon the Candidate's written acceptance of an offer and are payable within seven (7) days of invoice, unless otherwise agreed in writing.

6.3 Membership fees and paid subscriptions to From the Vault are payable in advance and are non-refundable except as expressly stated in these Terms.

6.4 Overdue amounts accrue interest at the prime overdraft rate published by Elite Talent's bankers plus 2%, calculated daily. Elite Talent may suspend Services while amounts remain overdue.

6.5 Each party is responsible for its own tax obligations. Elite Talent does not provide tax or legal advice.

7.Replacement guarantee

7.1 If a permanently placed Candidate resigns or is dismissed for cause within ninety (90) days of their start date, Elite Talent will provide one (1) replacement search for the same role at no additional placement fee.

7.2 The guarantee applies only if: the placement fee was paid when due; the role, reporting line and location remain materially unchanged; and the departure did not result from redundancy, restructuring, material breach by the Employer, or a material change to the agreed terms of employment.

7.3 The guarantee is limited to a replacement search and does not entitle the Employer to any refund. Specific guarantee terms for fractional, interim and board engagements are set out in the Rate Card.

8.Non-circumvention

8.1 The Employer agrees not to engage, and not to procure the engagement by any third party of, any Candidate introduced by Elite Talent otherwise than through Elite Talent, for a period of twelve (12) months from the date of Introduction.

8.2 If a Placement occurs in breach of clause 8.1, the full placement fee per the Rate Card becomes immediately due and payable, without prejudice to any other rights or remedies of Elite Talent.

8.3 Candidates agree, for the same period, to route any offer or engagement arising from an Introduction through Elite Talent and to notify Elite Talent promptly of any direct approach connected to an Introduction.

9.Fractional and interim engagements

9.1 Fractional, interim and contract engagements are governed by a separate written engagement agreement concluded before commencement, which prevails over these Terms to the extent of any conflict.

9.2 Unless that agreement states otherwise: the Candidate acts as an independent contractor and not as an employee of Elite Talent or a deemed employee of the Employer; monthly service fees are payable in advance; and either party may terminate on the notice period stated in the engagement agreement.

9.3 Converting a fractional or interim Candidate to a permanent hire constitutes a new Placement and attracts the conversion fee set out in the Rate Card.

10.Talent Partner membership

10.1 Membership is an annual subscription providing the benefits described in the Membership agreement or the Site at the time of purchase (which may include priority access to From the Vault, included Introductions, member rates and access to the members' database).

10.2 Membership fees are payable annually in advance. Membership renews automatically for successive annual terms unless cancelled in writing at least thirty (30) days before the renewal date.

10.3 Included Introductions are per membership year, do not roll over, and are not redeemable for cash. Membership benefits are for the subscribing entity only and may not be shared with related companies without written agreement.

10.4 Elite Talent may terminate a Membership for material breach (including breach of confidentiality or non-circumvention), in which case no refund is due. If Elite Talent withdraws the Membership programme, unused whole months are refunded pro rata.

11.Candidate terms (Elite Talent)

11.1 Admission is by invitation or vetted application and is at Elite Talent's sole discretion. Membership is free of charge for Candidates.

11.2 Everything is consent-driven: your Profile is shared only in anonymised form; your identity is disclosed to an Employer only with your explicit consent for that specific opportunity; and you may decline any opportunity, or withdraw entirely, at any time by written notice.

11.3 You warrant that all information you provide is true, accurate and current, including qualifications, registrations, work history and availability, and that you will update Elite Talent promptly of material changes. Misrepresentation may result in removal from the Vault.

11.4 Elite Talent does not guarantee any Introduction, interview or Placement, and no employment or agency relationship with Elite Talent is created by membership.

11.5 You will not use Introductions to circumvent Elite Talent as described in clause 8.3.

12.Confidentiality

12.1 Each party will keep confidential all non-public information received from the other in connection with the Services, including briefs, Profiles, Candidate identities, package information, business plans and the terms of any proposal, and will use such information solely for the purpose for which it was disclosed.

12.2 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or must be disclosed by law (with prompt notice to the other party where lawful).

12.3 Confidentiality obligations survive termination and continue for three (3) years from the date of disclosure.

13.Data protection and POPIA

13.1 Elite Talent processes personal information in accordance with the Protection of Personal Information Act, 2013 ("POPIA") and its Privacy & POPIA Notice, which forms part of these Terms.

13.2 Candidate personal information is processed on the basis of written consent, for the purposes of vetting, profiling, anonymised publication and Introductions. Consent may be withdrawn at any time, subject to lawful retention obligations.

13.3 Employers receiving Candidate personal information through an Introduction act as responsible parties in respect of that information and must process it lawfully, use it only for the recruitment purpose concerned, and delete it on request if no Placement occurs.

13.4 Data subjects may exercise their POPIA rights (access, correction, deletion, objection) by contacting our Information Officer at [email protected], and may lodge complaints with the Information Regulator of South Africa.

14.Intellectual property

14.1 All intellectual property in the Site, From the Vault, Profiles, the Elite Talent brand, methodologies, vetting frameworks and databases remains the exclusive property of Elite Talent or its licensors.

14.2 Employers and Candidates are granted a limited, non-transferable, revocable licence to use materials provided to them solely for the purpose of the Services. No scraping, harvesting, reproduction or redistribution is permitted.

15.Disclaimers

15.1 Elite Talent vets Candidates to a reasonable professional standard but does not warrant the performance, conduct, continued availability or suitability of any Candidate, nor the accuracy of information supplied by Candidates or Employers.

15.2 The Site and Services are provided "as is" and "as available". Elite Talent does not warrant uninterrupted or error-free operation of the Site.

15.3 Nothing in the Services constitutes legal, tax, HR or remuneration advice.

16.Limitation of liability

16.1 To the maximum extent permitted by law, Elite Talent's total cumulative liability arising out of or related to the Services shall be limited to the fees actually paid by the claiming party to Elite Talent in the six (6) months preceding the event giving rise to the claim.

16.2 Elite Talent shall not be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profits, business, opportunity or data, even if advised of the possibility of such damages.

16.3 Nothing in these Terms limits liability that cannot lawfully be limited, including liability arising from fraud or wilful misconduct, and nothing affects a consumer's non-waivable statutory rights.

17.Indemnity

You indemnify and hold harmless Elite Talent, its directors, employees and agents against all third-party claims, losses and expenses (including reasonable legal fees) arising from your breach of these Terms, your unlawful processing of Candidate personal information, your engagement decisions, or your infringement of third-party rights.

18.Suspension and termination

18.1 Elite Talent may suspend or terminate access to the Services for breach of these Terms, non-payment, unlawful conduct, or conduct that harms Elite Talent's reputation or the integrity of the Vault.

18.2 You may stop using the Services at any time. Termination does not affect accrued rights, including fees due, non-circumvention obligations, and confidentiality obligations, all of which survive termination.

19.Dispute resolution

19.1 The parties will first attempt in good faith to resolve any dispute informally within ten (10) business days of written notice of the dispute.

19.2 Failing informal resolution, the dispute shall be finally resolved by arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) under its rules, by a single arbitrator, in Johannesburg, in English. Judgment on the award may be entered in any court of competent jurisdiction.

19.3 Either party may approach a competent court for urgent or injunctive relief, including to protect confidential information or intellectual property.

20.General provisions

20.1 Governing law. These Terms are governed by the laws of the Republic of South Africa.

20.2 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.

20.3 Electronic communications. You consent to receive notices and communications electronically, and such communications satisfy any requirement of writing.

20.4 Entire agreement. These Terms, the Privacy & POPIA Notice, the Rate Card and any signed engagement or Membership agreement constitute the entire agreement and supersede all prior versions, including any terms previously published for the Elite Talent freelance marketplace platform.

20.5 Severability. If any provision is unenforceable, it will be severed and the remainder will continue in full force.

20.6 No waiver. A failure to enforce any provision is not a waiver of it.

20.7 Assignment. You may not assign your rights under these Terms without our written consent.

21.Contact

Questions about these Terms: [email protected] · www.elitetalent.africa