Platform Terms of Use

Introduction

These Terms of Use (Terms) govern your access to and use of this platform we are making available to you (Platform).

In these Terms, when we say we, us, or our, we are referring to the relevant Vertage Group Member who you are contracting with, as set out in the Country Specific Terms. By registering with us and using the Platform, you acknowledge that you have read and agree to these Terms. If you do not agree to these Terms, you must not access or use the Platform.

If you have any questions regarding these Terms, contact us at legal@vertage.com

Definitions

Account means the user account created by or for you that provides access to the Platform.

Application means any mobile or desktop software application made available by us to access and use the Platform.

Assignment means a temporary work engagement between a Customer and a Worker, created and managed through the Platform. Where the Assignment is with a Worker or Supplier engaged as an independent contractor, freelancer or through a direct-SOW arrangement, we may enter the Assignment with the Worker or Supplier directly, with the Worker's or Supplier's services then being provided to the Customer under a separate arrangement. The relevant contracting entity in each case is identified in the applicable country Schedule.

Candidate means any individual who registers on the Platform or uses the Services to seek employment or engagement opportunities.

Confidential Information means information of a party that is designated as confidential or should reasonably be understood to be confidential given its nature and the circumstances of disclosure.

Country-Specific Terms means the jurisdiction-specific terms set out in the schedules to these Terms that apply to Users based in the relevant country, which form part of and are incorporated into these Terms.

Customer means any company, organisation or entity that uses the Platform to source, review, engage or manage Workers or Candidates.

Vertage Group means HeadFirst Global Plc, a company incorporated in the United Kingdom with registered office at First Floor, Mulberry House, Parkland Square, 750 Capability Green, Luton, England, LU1 3LU, United Kingdom, and each Vertage Group Member.

Vertage Group Member means any company, partnership, joint venture or other corporate entity that, whether directly or indirectly, controls, is controlled by, or which is under the same management or control of, Vertage Group.

Intellectual Property Rights or IP Rights means all industrial and intellectual property rights, including patents, registered designs, copyright, trade marks, trade secrets, moral rights, know-how, circuit layout rights and other proprietary rights, and applications for registration of any of these.

Marketplace means the online marketplace within the Platform where Customers can advertise roles and Candidates and Suppliers can promote their services.

Personal Information or Personal Data has the meaning given to it under relevant privacy laws.

Relevant Jurisdiction means the applicable jurisdiction where Services are provided, and as (or may be) specified in the Country-Specific Terms.

Services means the services provided or facilitated by us through the Platform, including Candidate and Worker matching, supplier onboarding, assignment management, timesheet recording, invoicing and all related features and functionalities.

Supplier means any company that employs or engages Workers to provide services to Customers, either directly or through the Platform.

User or you means any Candidate, Worker, Supplier representative or Customer representative who is authorised to use the Platform and has been granted login credentials.

User Content means any data, documents, information, content or materials uploaded or submitted by you to the Platform.

Worker means any individual engaged to perform work for a Customer, including casual employees, secondment workers, freelancers, self-employed individuals, sole traders, individuals employed or engaged by a Supplier, talent and independent contractors engaged through corporate entities.

Scope and Application

Who these Terms apply to

These Terms apply to all Users who access or use the Platform, including:

• Candidates seeking employment or engagement opportunities

• Workers performing Assignments

• Supplier representatives managing supplier accounts and submitting Candidates

• Customer representatives posting roles, managing Assignments and selecting Candidates

Professional use only

The Platform is intended for professional and business use only. It is not available for personal or consumer use.

Additional agreements

Your use of the Platform may also be governed by:

• Customer agreements

• Supplier agreements

• Employment contracts

• Specific terms for particular Platform features or Services,

as notified to you.

If there is any conflict between these Terms and those additional agreements, these Terms prevail unless the additional agreement expressly states otherwise.

Changes to these Terms

We may update or amend these Terms at any time. We will notify you of any changes by posting updated Terms on the Platform and/or emailing you before the changes take effect.

Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Platform and may terminate your Account.

Platform Description and Services

What the Platform does

The Platform provides the following Services:

1. Direct sourcing and talent marketplace

• Candidates can create profiles, upload CVs and apply for roles

• Customers can create branded landing pages, post job advertisements and search for Candidates

• Matching Candidates to Customer roles and submit Candidates on behalf of Customers

• Candidates can be engaged as Workers

2. Supplier onboarding and management

• Suppliers can register on the Platform and complete due diligence requirements

• Suppliers can execute supplier agreements through the Platform

• Suppliers can create profiles for their Workers and promote their services in the Marketplace

3. Vendor management system (VMS)

• Customers can create and post work orders for temporary roles

• Platform receives and reviews orders, then distributes them to approved Suppliers

• Candidates may apply directly, and Suppliers may submit Candidates, in response to work orders

• Customers select preferred Candidates and create Assignments

• Workers record timesheets through the Platform

• Platform generates invoices based on approved timesheets, including recipient created tax invoices (RCTIs) where applicable

• Customers may access available reports and analytics relating to recruitment, workforce and assignment management, time tracking, invoicing, Platform administration and related activity indicators, where available

4. Assignment and workforce management

• Assignments are created and may be managed through the Platform

• Workers and Customers can communicate regarding Assignments

• Assignment variations, extensions and terminations may be processed through the Platform

Platform access

The Platform can be accessed via a responsive website interface (mobile and desktop versions).

Functionalities available via the mobile and desktop versions may be the same for Candidates.

System requirements

To use the Platform and Application, you need:

• A sufficiently fast and stable internet connection

• Compatible hardware and operating system (requirements are specified on relevant app stores)

You are responsible for ensuring you have adequate internet connectivity and compatible devices.

Registration and Account Creation

Eligibility

To access and use the Platform, you must:

• be at least 18 years old

• have legal capacity to enter into binding contracts

• if you are a Candidate or Worker, be legally authorised to work in the jurisdiction(s) where you seek opportunities

• If you are registering on behalf of a company, have authority to bind that company to these Terms

How to register

1. Candidates can register directly via the Platform or Application by accepting these Terms and confirming they have read the Privacy Policy.

1. Suppliers or other self-employed Workers can register via the Platform, Application or our website and may create Accounts upon acceptance of the Terms and the Privacy Policy.

1. Customers can register from our website, however they can only access the Accounts created by us on the Platform upon execution of a customer agreement.

Account information

When registering, you must provide accurate, complete and current information. You must not:

• Use aliases or nicknames

• Provide false, misleading or incomplete information

• Register multiple Accounts without our permission

You must update your Account information promptly if it changes.

Account credentials

You will receive login credentials to access your Account. You must:

• Keep your credentials confidential and secure

• Not share your credentials with anyone else

• Notify us immediately if your credentials are lost, stolen or compromised

You are responsible for all activity that occurs through your Account, including unauthorised use resulting from your failure to keep your credentials secure.

Our right to refuse or remove Accounts

We may refuse to create an Account, or may suspend or terminate an existing Account, if:

• The information you provide is unlawful, misleading, harmful or infringes anyone's rights

• You breach these Terms

• We reasonably believe your Account poses a security risk

• We reasonably believe your use of the Platform is inappropriate or damages our legitimate interests

Acceptable Use

Permitted use

You may use the Platform and Services only:

• For the purposes described in these Terms

• In accordance with these Terms and all applicable laws

• In a professional and appropriate manner

Prohibited conduct

You must not:

1. Misuse the Platform

• Use the Platform for any unlawful purpose or in any unlawful manner;

• Use the Platform in any way that breaches these Terms;

• Use the Platform to send unsolicited communications, spam or marketing messages in breach of applicable laws; and/or

• Share your Account credentials with anyone else

2. Infringe rights

• Infringe our IP Rights or those of any third party

• Upload content that infringes anyone's IP Rights, privacy rights or other legal rights

• Upload content that is defamatory, discriminatory, offensive, misleading or inappropriate

3. Compromise security

• Upload or transmit viruses, malware, trojans or other harmful code

• Attempt to gain unauthorised access to the Platform, other User accounts or our systems

• Interfere with the Platform's security, infrastructure or performance

• Conduct security testing or penetration testing without our prior written approval

• Use data mining, robots, screen scraping or similar data gathering tools

4. Compete with us

• Copy, reproduce, modify, adapt or create derivative works from the Platform

• Reverse engineer, decompile or disassemble the Platform or Application

• Use the Platform to build a competing product or service

• Rent, lease, sublicense or otherwise make the Platform available to third parties without our consent

5. Act inappropriately

• Act fraudulently or maliciously

• Harass, threaten or abuse other Users

• Damage or take advantage of our reputation

• Engage in conduct that could damage, disable, overburden or impair the Platform

Discrimination prohibited

When using the Platform and Services, you must not discriminate against any person on the basis of age, sex, race, colour, religion, sexual orientation, gender identity, national origin, disability or any other category protected by law.

You must comply with all applicable workplace and employment laws, including laws regarding discrimination, harassment, privacy, data security, tax, insurance and labour hire licensing.

Consequences of breach

If you breach these acceptable use provisions, we may:

• Suspend or terminate your Account immediately without notice

• Remove your access to the Platform and Services

• Take legal action against you

• Report your conduct to relevant authorities

Marketplace and Branded Pages

Customer branded pages

Customers can create branded landing pages within the Marketplace to advertise roles and promote their employer brand.

We determine the general framework and style of branded pages. We may change the framework, style, layout and features of branded pages at any time.

Customers remain responsible for the content they provide for their branded pages, including its accuracy, legality and compliance with these Terms.

Supplier profiles

When Suppliers register on the Platform, we may create a supplier profile page in consultation with the Supplier.

We determine the general framework and style of supplier profile pages. We may change the framework, style, layout and features at any time.

Suppliers remain responsible for the documents, certifications, information and other content they provide for their profile pages, including its accuracy, legality and compliance with these Terms.

Licence to use branding

By creating a branded page or supplier profile, you grant us a non-exclusive, non-transferable, worldwide licence to:

• Use and display your logo and trade name on your page

• Create links from your page to your website

• Make your page visible to Customers, Candidates and other Users as appropriate

Visibility

The visibility of branded pages and supplier profiles in the Marketplace depends on search settings, publication settings and other factors determined by Customers and as available on the Platform.

We do not guarantee that your page will be visible to all Users or any particular subset of Users.

Fees

Creating branded pages and supplier profiles is currently free. However, we reserve the right to introduce fees for these Services in the future. If we do, we will notify you in advance and give you the opportunity to remove your page if you do not agree to the fees.

Satisfaction Surveys and Performance Ratings

Customer surveys

Customers may conduct satisfaction surveys regarding the performance of Workers and Suppliers when providing services.

Surveys focus on service performance and are not intended to evaluate personal characteristics.

Unless otherwise specified in a customer agreement, we retain control of the final composition of surveys, although Customers may suggest topics.

Use of survey results

Survey results are made available only to the Customer who conducted the survey and to us.

We may consolidate and aggregate survey results to create a scoring system showing a Worker's or Supplier's degree of skill in particular domains or topics. This scoring may be displayed on the Platform.

The scoring system will only show positive degrees of skill and will not show perceived inability or contain any derogatory information.

For Suppliers, the consolidated score may be added to their supplier profile page.

Disputes regarding scores

If you dispute a consolidated score, contact us at support@na.vertage.com.

We will not reveal the identity of Customers whose surveys contributed to the score, or the results of particular surveys. For that information, you should contact the relevant Customer directly.

User Content

What is User Content

User Content means any data, documents, information, content or materials you upload or submit to the Platform, including:

• CVs, résumés and cover letters

• Certifications and qualifications

• Profile information and descriptions

• Timesheets

• Communications with other Users

• Any other content or information you provide

Your responsibilities

You are solely responsible for your User Content and the consequences of uploading or posting it.

You warrant that:

• You own or have all necessary licences, rights, consents and permissions to upload your User Content

• Your User Content is accurate, complete, current and not misleading

• Your User Content does not and will not breach any law or infringe anyone's rights, including IP Rights, privacy rights and data protection laws

• Your User Content does not contain viruses, malware or other harmful code

Licence to use User Content

By uploading User Content to the Platform, you grant each Vertage Group Member a worldwide, perpetual, non-exclusive, royalty-free, sublicensable licence to:

• Store, host and process your User Content

• Use, reproduce, modify and create derivative works from your User Content as required for Platform functionality and provision of Services

• Communicate your User Content to Customers, Candidates, Suppliers and Workers as part of recruitment and assignment processes

• Analyse your Platform usage for improvement and functionality

You retain ownership of your User Content.

Our right to remove User Content

We may edit or remove any User Content at any time without prior notice if:

• We reasonably believe it violates these Terms or our policies

• We find it objectionable, inappropriate, unlawful or offensive

• It infringes (or allegedly infringes) anyone's rights, including IP Rights

• It is the subject of a complaint

• Removal is required by law or a public authority

We are not obligated to publish any User Content and may remove it at our discretion without notice or liability to you.

Third party complaints

If we receive a complaint from a third party about your User Content, we may:

• Notify you of the complaint

• Require you to ensure the content complies with applicable laws

• Provide your contact details to the complainant where lawfully permitted

• Remove the content immediately

Intellectual Property Rights

Our IP Rights

All IP Rights in the Platform, Services, Application and related content belong to the Vertage Group and/or its licensors. This includes:

• The Platform's software, source code and object code

• The Application

• The Platform's design, layout, graphics and user interface

• All content we provide on the Platform

• Our trade marks, logos and branding

• Aggregated and statistical data created through use of the Platform

Limited licence to you

We grant you a non-exclusive, non-transferable and revocable licence to access and use the Platform and Services solely in accordance with these Terms and for the duration of your active Account.

Restrictions on use

You must not:

• Copy, reproduce, modify, adapt or create derivative works from the Platform or Application

• Reverse engineer, decompile, disassemble or attempt to derive the source code of the Platform or Application, except to the extent such actions cannot be prohibited under relevant intellectual property laws

• Remove, alter or obscure any copyright notices, trade marks or other proprietary rights notices on the Platform

• Use our trade marks, logos or branding without our prior written consent

• Frame or embed the Platform in another website or platform

Feedback

If you provide us with suggestions, ideas or feedback about the Platform or Services (Feedback), you grant us an unrestricted, perpetual, irrevocable, non-exclusive, worldwide, royalty-free right to use and exploit the Feedback in any manner, including to improve the Platform and Services and create other products and services.

Privacy and Data Protection

Privacy Policy

We collect, use and disclose Personal Information in accordance with applicable privacy and data protection laws in each jurisdiction in which we operate and our Privacy Policy, available here.

By using the Platform, you consent to our collection, use and disclosure of your Personal Information as described in the Privacy Policy.

We may disclose Personal Information relating to individuals located in a country to recipients located outside of that country, including recipients located in Australia, the United States of America, Singapore, India, Philippines, United Kingdom, Ireland, the Netherlands, Belgium and other countries in the European Economic Area (EER). Further details regarding international disclosures, transfers and/or processing, including Relevant Jurisdiction-specific disclosures and consents, are set out in the Country-Specific Terms and our Privacy Policy. When the Personal Information regards individuals of the EER, we will only share Personal Information outside of the EER when the recipient country has an adequacy decision in place or when alternative safeguards are implemented as provided in the GDPR.

Subject to our rights and obligations under any applicable law, you have the right to:

1. Access the Personal Information we hold about you

2. Request correction of inaccurate, incomplete or outdated information

3. Request deletion of Personal Information

4. Withdraw consent (noting that this may limit Platform functionality)

To exercise these rights, contact us at legal@vertage.com

Data collection and use

We may collect and use:

• Information in and content of your User Content (including CVs and profile information)

• Metadata associated with your User Content, including device information and IP addresses

• Analytical data relating to your interactions with and usage of the Platform (Data Trail)

All collection, storage, use and disclosure of your data will comply with the relevant privacy laws and our Privacy Policy.

Electronic Communications

Consent to receive communications

By creating an Account, you consent to receiving communications from us, including:

• Email notifications

• In‑Platform messages

• Text/SMS messages

• Mobile messaging alerts

These communications may relate to:

• Job matches and opportunities

• Interview scheduling

• Assignment management

• Onboarding processes

• Platform updates and announcements

• Marketing and promotional messages (where you have consented)

Withdrawing consent

You may withdraw consent to receive communications at any time by:

• Emailing legal@vertage.com

• Using any unsubscribe mechanism provided in the communication

• Replying "STOP" to text/SMS messages

Note that withdrawing consent may limit your ability to use certain Platform features.

Message frequency and fees

Message frequency varies depending on your Platform activity and the types of communications you have consented to receive.

Standard message and data rates may apply depending on your carrier's pricing plan. These fees may vary for domestic and international messages.

We and our service providers are not liable for delayed or undelivered messages.

Warranties and Liability

Platform provided "as is"

The Platform and Services are provided "as is" and "as available".

To the maximum extent permitted by law, we make no representations or warranties of any kind, whether express or implied, regarding:

• The accuracy, reliability, currency or completeness of Platform content

• The fitness of the Platform or Services for any particular purpose

• The availability, accessibility or uninterrupted operation of the Platform

• The security, error-free operation or freedom from defects of the Platform

• The compatibility of the Platform with any device or system

Your warranties

You warrant that:

• You are fully entitled to enter into these Terms and have all necessary consents and authorisations

• You will not breach any rights or obligations owed to third parties when using the Platform

• All information you provide is accurate, complete and not misleading

• We may lawfully collect, process, use, store and disclose your User Content (including any Personal Information) for the purpose of providing the Platform and Services

• Where required by applicable law, you have obtained and hold their consent for us to collect, process, use, store and disclose that information

Exclusion of liability

To the maximum extent permitted by law, we and each member of the Vertage Group are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss, damage, liability, cost or expense arising from or in connection with:

• These Terms or your use of the Platform or Services

• Your Account or User Content

• Your interactions with Customers, Candidates, Suppliers, Workers or other Users

• Any interruption, suspension or termination of the Platform or Services

• Any errors, inaccuracies or omissions in Platform content

• Any unauthorised access to or use of your Account

• Any third party content or conduct on the Platform

Exclusion of indirect loss

To the maximum extent permitted by law, we and each member of the Vertage Group are not liable for any indirect, consequential or special loss, including:

• Loss of opportunity, revenue, turnover or profit

• Loss of anticipated savings

• Loss due to business interruption, disruption or delay

• Loss of goodwill or reputation

• Loss or corruption of data, including User Content

Liability cap

To the maximum extent permitted by law, our maximum aggregate liability for any and all claims against any and all members of the Vertage Group arising under these Terms is limited to a total amount of €2,500.

What we don't exclude

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence

• Fraud or fraudulent misrepresentation

• Any other liability that cannot be excluded or limited by law

Payment processing

Where we process payments to you on behalf of a Customer, we do so solely as a payment agent of the Customer. We are not responsible for any underlying relationship or transaction between you and the Customer. This provision does not apply where an applicable Supplier, freelancer, contractor or other agreement provides that we are responsible for payment in our own capacity.

Indemnity

Your indemnity

You indemnify each member of the Vertage Group against any and all claims, losses, damages, liabilities, fines, penalties, expenses and fees (including legal fees on a full indemnity basis) suffered or incurred by any such member arising from or in connection with:

• Your breach of these Terms, third party rights (including IP Rights) or any applicable law

• Your fraud, wilful misconduct, negligent act or omission, or misleading or deceptive conduct

• Your use of the Platform, Services or Account

• Your User Content

• Your interactions with Customers, Candidates, Suppliers, Workers or other Users

• Any warranty or representation you have made being or becoming untrue

Our right to assume defence

Each member of the Vertage Group reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. You must assist and cooperate with us in connection with any such defence.

Confidentiality

Confidential Information

Each party must:

• Maintain in strict confidence the Confidential Information of the other party

• Take reasonable steps (no less than those taken to protect its own confidential information) to protect the other party's Confidential Information

• Not disclose the other party's Confidential Information except to employees, contractors, legal representatives or professional advisors whose access is necessary and who are under similar obligations of confidentiality

• Not use the other party's Confidential Information for any purpose outside the scope of these Terms

Required disclosure

A party may disclose Confidential Information to the extent required by law, regulation, court order or regulatory agency, provided that (to the extent legally permissible) the party:

• Gives the other party reasonable prior notice of the required disclosure

• Provides reasonable assistance if the other party wishes to dispute the required disclosure

• Uses reasonable efforts to ensure disclosure is limited to the minimum extent necessary

• Requests that all disclosed information be treated as confidential

Exceptions

Confidential Information does not include information that:

• Is developed independently by the receiving party without reference to the disclosing party's Confidential Information

• Has become publicly known through no breach of confidentiality by the receiving party

• Was already known to the receiving party free of confidentiality restrictions

• Is lawfully acquired from a third party having the right to furnish it

• The disclosing party agrees in writing is free of confidentiality restrictions

No harmful statements

You must not make, issue or publish statements or comments that may reasonably be expected to harm, damage or adversely affect the Vertage Group or the reputation of any member of the Vertage Group.

Term and Termination

When these Terms apply

These Terms apply from the moment you accept them by creating or receiving an Account, and remain in effect for as long as you use the Platform or Services.

Termination by you

You may terminate your Account at any time by:

• Using the Platform's account settings to close your Account; or

• Contacting support@na.vertage.com and requesting removal

Termination by us

We may suspend or terminate your Account immediately without notice if:

• You breach these Terms

• Your Account has been inactive for more than 12 months

• We reasonably believe your Account poses a security risk

• We reasonably believe your use of the Platform is inappropriate or unlawful

• We are required to do so by law

We will notify you of suspension or termination by email to the address registered to your Account.

Effect of termination

Upon termination:

• All rights and licences granted to you under these Terms automatically terminate

• You must immediately stop using the Platform and Services

• We may delete your User Content immediately without liability or further notice, unless retention is required by law

• Provisions of these Terms that by their nature are intended to survive termination (including those relating to confidentiality, IP Rights, liability, indemnities and dispute resolution) continue in full force

No liability for termination

We are not liable for any loss you may suffer or incur in connection with the suspension or termination of your Account.

General Provisions

Governing law and jurisdiction

These Terms are governed by the laws of the Relevant Jurisdiction. The courts of the Relevant Jurisdiction have exclusive jurisdiction to determine all claims, actions and disputes arising from these Terms.

Subcontractors

We may engage third parties (including as subcontractors) without your consent to help provide the Platform and Services.

Assignment

You may not assign your rights or obligations under these Terms without our prior written consent.

We may assign all or part of our rights and obligations under these Terms to any other party without notice to you.

Relationship of parties

You and we are independent parties. Nothing in these Terms creates a joint venture, partnership, employment or agency relationship between us. Neither party has authority to bind the other.

Electronic communications

Any electronic communication sent by us is deemed received on the date it is sent, unless you can provide evidence to the contrary.

Entire agreement

These Terms, together with any additional agreements referenced in these Terms, constitute the entire agreement between you and us regarding the Platform and Services.

Severability

If any part of these Terms is found by a court to be invalid or unenforceable, that part will be severed and the remainder will continue in full force and effect.

Survival

Provisions of these Terms that by their nature are intended to survive termination survive the termination or expiration of these Terms or your relationship with us.

Force majeure

We are not liable for any delays or failure to perform our obligations caused by events beyond our reasonable control, including natural disasters, war, strikes, pandemics, internet outages or acts of government.

We will notify you as soon as reasonably possible of any force majeure event and its effects. Once the force majeure event ends, we will resume our obligations.

Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or our right to enforce it later.

No third party rights

These Terms do not give rise to any rights for third parties to enforce any term.

AI-Enabled Features

Use of AI

The Platform uses artificial intelligence (AI) to support and streamline recruitment processes, including:

• Extracting information from CVs to pre-populate Candidate profiles

• Matching Candidates to relevant job opportunities

• Ranking Candidates and filtering applications

• Optimising talent pool recommendations

AI principles

We are committed to using AI responsibly, ethically and in compliance with applicable laws. Our AI use prioritises fairness, transparency, data security and human oversight.

Transparency

Where required by applicable law or reasonably available, all AI-generated recommendations (whether for job matching or Candidate ranking) are transparent and explainable. You may request insights into how AI-based suggestions were generated.

AI does not make final hiring decisions. Human oversight remains integral to all recruitment processes.

Data use

AI does not collect Personal Information beyond its stated purpose or use it for automated decision-making without human oversight.

We may use automated tools, including AI, to match, filter, and rank Candidates against job opportunities based on qualifications, experience, and stated preferences. This activity may constitute profiling under applicable data protection law. We do not make final hiring, placement, or engagement decisions based solely on automated processing; such decisions involve human review. Candidate data is not shared with third parties for targeted advertising purposes.

Bias mitigation

We actively monitor and update our AI models to prevent bias and ensure fair, non-discriminatory recruitment processes. Our algorithms undergo regular audits to maintain diversity and inclusion.

Continuous improvement

We continuously update our AI infrastructure to align with the latest technology, security measures and regulatory requirements. You will be notified of any significant changes to AI processes that may impact your data or experience.

Consent

Unless explicitly provided otherwise in any Country-Specific Terms, by using the Platform, you provide explicit consent for AI-driven processes related to profile creation, job matching and Candidate ranking.

Dispute Resolution

Good faith negotiations

If a dispute arises from these Terms, the Platform or the Services, the parties will use their best endeavours to settle the dispute in good faith.

To raise a dispute, contact us at support@na.vertage.com with sufficient detail.

Mediation

If the parties cannot settle the dispute themselves, the matter will be referred to mediation administered by a recognised dispute resolution body in the Relevant Jurisdiction, or as otherwise agreed by the parties.

Court proceedings

If the dispute has not been settled within 28 days after appointment of the mediator, either party may commence court proceedings.

Until a party has complied with the preceding provisions of this clause, that party may not commence court proceedings, except to seek urgent injunctive or equitable relief where failure to obtain that relief would cause irreparable damage.

Costs

The costs arising from any dispute will be borne by the parties as agreed at mediation or as determined by the court.

Contact Us

For questions, complaints or notices regarding these Terms, contact us at legal@vertage.com

For questions or complaints or notices regarding the Platform, contact us at support@na.vertage.com.

Country-Specific Terms

These Country-Specific Terms form part of the Terms and supplement the main body of the Terms. In the event of any inconsistency between these Country-Specific Terms and the main body of the Terms, these Country-Specific Terms prevail to the extent of the inconsistency, but only with respect to Users in the Relevant Jurisdiction.

Schedule 1 – Australia

The additional terms set out below apply to Users residing (for individuals) or incorporated (for corporate entities) in Australia. Where these additional terms apply to you, if you are:

• a Candidate or a Worker, you are contracting with Impellam APAC Pty Ltd (ABN 52 641 149 840); or

• if you are a Supplier or a Customer, you are contracting with Comensura Pty Ltd (ABN 30 120 725 902),

each of Suite 1403, Level 14, 309 Kent Street, Sydney NSW 2000.

1. Definitions

The following additional definitions apply in this Schedule 1:

Australian Consumer Law or ACL means the laws contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Australian Privacy Principles or APPs means the Australian Privacy Principles set out in Schedule 1 to the Privacy Act 1988 (Cth).

Personal Information has the meaning given in the Privacy Act 1988 (Cth).

2. Governing Law and Jurisdiction (Relevant Jurisdiction)

These Terms are governed by the laws of New South Wales, Australia. The courts of New South Wales have exclusive jurisdiction to determine all claims, actions and disputes arising from these Terms.

3. Mediation Location - Dispute Resolution

In accordance with the ‘Dispute Resolution’ provision of the Terms, if the parties cannot resolve a dispute through good faith negotiation, the matter will be referred to mediation administered by the Australian Commercial Disputes Centre (ACDC), which will nominate a mediator.

4. Privacy

We collect, use and disclose Personal Information in accordance with the Privacy Act 1988 (Cth) and our Privacy Policy (including the Australia-specific variation contained therein) available here.

We may disclose Personal Information relating to individuals located in Australia to recipients located outside Australia, including in the United States of America, Singapore, India, Philippines, United Kingdom, Ireland, the Netherlands, Belgium and other countries in the European Economic Area.

When disclosing Personal Information to overseas recipients, we will comply with the Australian Privacy Principles, including Australian Privacy Principle 8, which requires us to take reasonable steps to ensure that overseas recipients handle that information in a manner consistent with the Australian Privacy Principles.

To exercise your privacy rights, contact us at legal@vertage.com

5. Spam Act

You must not use the Platform to send unsolicited communications, spam or marketing messages in breach of the Spam Act 2003 (Cth) or Do Not Call Register Act 2006 (Cth).

Our electronic communications to Australian Users comply with the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth).

6. Consumer Guarantees

Nothing in these Terms, including any exclusion to our liability, excludes any guarantee that cannot be excluded under the Australian Consumer Law.

Where the Australian Consumer Law applies and we breach a guarantee that cannot be excluded, our liability is limited to (at our option):

• In the case of goods: repairing or replacing the goods, or paying the cost of repair or replacement; or

• In the case of services: supplying the services again, or paying the cost of having the services supplied again.

7. Fees and Currency

Unless otherwise specified, all amounts payable are in Australian dollars (AUD).

8. Intellectual Property

The restriction on reverse engineering in the main body of these Terms applies except to the extent such actions cannot be prohibited under the Copyright Act 1968 (Cth).

9. Eligible Users

Candidates and Workers must be legally authorised to work in Australia and any other jurisdictions where they seek opportunities.

Schedule 2 – India

The additional terms set out below apply to Users residing (for individuals) or incorporated (for corporate entities) in India. These additional terms apply to you, if you are a Candidate, Worker, Supplier or Customer contracting with Guidant Global India Private Limited located at 1st floor UB plaza No. 1 & 2, Vittal Mallya Road, Bengaluru Urban, Bengaluru 560001, Karnataka.

1. Definitions

The following additional definitions apply in this Schedule 2:

Consumer Protection Act means the Consumer Protection Act, 2019 and the rules and regulations made under it.

DPDP Act means the Digital Personal Data Protection Act, 2023 and the rules made under it, to the extent in force from time to time.

IT Act means the Information Technology Act, 2000 and the rules made under it.

SPDI Rules means the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, for so long as they remain in force.

Personal Information includes sensitive personal data or information as defined in the SPDI Rules, and upon coming into force of the relevant provisions of the DPDP Act includes "personal data" as defined under the DPDP Act.

2. Governing Law and Jurisdiction (Relevant Jurisdiction)

These Terms are governed by the laws of India. The courts of Bengaluru, Karnataka have exclusive jurisdiction to determine all claims, actions and disputes arising from these Terms.

3. Mediation Location - Dispute Resolution

In accordance with the ‘Dispute Resolution’ provision of the Terms, if the parties cannot resolve a dispute through good faith negotiation, the matter will be referred to mediation conducted in accordance with the Mediation Act, 2023 and administered by a mediation service provider recognised under that Act, which will nominate a mediator from its panel. The mediation will be conducted in Bengaluru, Karnataka unless the parties agree otherwise.

Nothing in the ‘Dispute Resolution’ provision of the Terms or this Schedule 2 affects any right or remedy available to a Worker under the Industrial Relations Code, 2020, including the statutory conciliation, adjudication and voluntary arbitration mechanisms under that Code.

4. Privacy

We collect, use, process, disclose and transfer Personal Information in accordance with the IT Act, the SPDI Rules, the DPDP Act (upon the coming into force of its relevant provisions) and our Privacy Policy.

Where your consent is required under applicable law for processing of your Personal Information, it is obtained through a clear affirmative action at registration or at the relevant point of collection, after you have been given notice of the Personal Information proposed to be processed and the purposes of processing. You may withdraw your consent at any time, and upon the coming into force of the relevant provisions of the DPDP Act, the ease of withdrawal will be comparable to the ease with which consent was given.

You have the right to access and seek correction of your Personal Information, and upon the coming into force of the relevant provisions of the DPDP Act, you will also have the right to obtain a summary of the Personal Information we process about you, the right to correction, completion, updating and erasure of your Personal Information, the right to readily available grievance redressal, and the right to nominate another individual to exercise your rights in the event of your death or incapacity.

We may disclose and transfer Personal Information relating to individuals located in India to recipients located outside India, including in the United States of America, Singapore, Australia, Philippines, United Kingdom, Ireland, the Netherlands, Belgium and other countries in the European Economic Area. When disclosing or transferring Personal Information to overseas recipients, we will comply with applicable law, including, upon the coming into force of the relevant provisions of the DPDP Act, any restrictions notified by the Central Government on transfers to specified countries or territories.

To exercise your privacy rights, contact us at legal@vertage.com or contact our Grievance Officer using the details published on the Platform.

5. Commercial Communications

You must not use the Platform to send unsolicited commercial communications, spam or marketing messages in breach of the IT Act or the Telecom Commercial Communications Customer Preference Regulations, 2018 issued by the Telecom Regulatory Authority of India.

Our electronic communications to Users in India comply with applicable law, including the Telecom Commercial Communications Customer Preference Regulations, 2018. Marketing and promotional messages are sent only where you have consented to receive them.

6. Consumer Protection

Nothing in these Terms, including any exclusion or limitation of our liability, excludes, restricts or modifies any right or remedy you may have under the Consumer Protection Act.

7. Fees and Currency

Unless otherwise specified, all amounts payable are in Indian Rupees (INR).

8. Liability Cap

For Users in India, the maximum aggregate liability referred to in the ‘Liability cap’ provision of the Terms is INR 2,50,000 (Indian Rupees Two Lakh Fifty Thousand) in place of the amount stated in the main body of the Terms.

9. Intellectual Property

The restriction on reverse engineering in the main body of these Terms applies except to the extent such actions cannot be prohibited under the Copyright Act, 1957, including the acts permitted under Sections 52(1)(ab) and 52(1)(ac) of that Act.

10. Eligible Users

Candidates and Workers must be legally authorised to work in India and any other jurisdictions where they seek opportunities, and must possess all applicable licences and permits required to carry out the relevant services. All Users must be competent to contract under the Indian Contract Act, 1872.

11. Electronic Execution and Contract Formation

Contracts and agreements formed or executed through the Platform, including these Terms and any customer agreements, supplier agreements, employment contracts or other agreements offered and executed through the Platform, are formed by electronic means and are valid and enforceable in accordance with Section 10A of the IT Act, and may be executed using electronic signatures valid under the IT Act. You agree not to contest the validity or enforceability of any such contract or agreement solely on the ground that it was formed or executed electronically.

12. Additional Consequences of Breach

Any violation of applicable law by you, including but not limited to the IT Act, the DPDP Act (upon the coming into force of its relevant provisions), the Bharatiya Nyaya Sanhita, 2023, the Bharatiya Nagarik Suraksha Sanhita, 2023, the Protection of Children from Sexual Offences Act, 2012, the Representation of the People Act, 1951, the Indecent Representation of Women (Prohibition) Act, 1986, the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Immoral Traffic (Prevention) Act, 1956, may attract penalty or punishment as prescribed under such law.

13. Grievance Officer

We have appointed a Grievance Officer for Users in India in accordance with applicable law, including the SPDI Rules and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 to the extent applicable. The name and contact details of the Grievance Officer are:

Name: Bhavya Gajula

Email: Bhavya.Gajula@Impellam.com

Grievances will be acknowledged and disposed of within the timelines prescribed under applicable law.

Upon the coming into force of the relevant provisions of the DPDP Act, if you are not satisfied with the resolution of a grievance relating to your Personal Information, you may approach the Data Protection Board of India in accordance with the DPDP Act after exhausting the grievance redressal opportunity provided by us.

Schedule 3 – United States

The additional terms set out below apply to Users residing (for individuals) or incorporated (for corporate entities) in the United States. Where these additional terms apply to you, you are contracting with:

In connection with MSP Services, Guidant Global, Inc. or BarPellam, Inc.

In connection with Talent Management, Corporate Employment Resources, Inc. d/b/a Lorien, SRG, Bartech Staffing and/or Guidant Global Direct

Each of 3438 Peachtree Rd., Suite 820, Atlanta, Georgia 30326.

1. Definitions

The following additional definitions apply in this Schedule 3:

CCPA means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and its implementing regulations, together with equivalent consumer privacy laws of other U.S. states to the extent applicable.

FAA means the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

Personal Information has the meaning given to that term (or the equivalent term "personal data") under applicable U.S. federal and state privacy laws, including the CCPA.

TCPA means the Telephone Consumer Protection Act of 1991, 47 U.S.C. § 227, and its implementing regulations.

2. Governing Law and Jurisdiction (Relevant Jurisdiction)

These Terms are governed by the laws of the State of Michigan, without regard to its conflict of laws principles. Subject to the ‘Dispute Resolution and Arbitration Agreement’ provision of this Schedule 3, the state and federal courts located in Oakland County, Michigan have exclusive jurisdiction to determine all claims, actions and disputes arising from these Terms that are not subject to arbitration.

3. Dispute Resolution and Arbitration Agreement

This section 3 applies in place of the ‘Dispute Resolution’ provision of the main body of the Terms with respect to Users in the Relevant Jurisdiction.

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US ON AN INDIVIDUAL BASIS AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION.

Agreement to arbitrate. You and we agree that any dispute, claim or controversy arising out of or relating to these Terms, the Platform or the Services (a Dispute) will be resolved by binding arbitration on an individual basis, rather than in court, except that either party may bring an individual action in small claims court or seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation or violation of a party’s intellectual property or confidentiality obligations.

Federal Arbitration Act. This section 3 is governed by the FAA, which applies notwithstanding the ‘Governing Law and Jurisdiction’ provision above.

Arbitration procedure. The arbitration will be administered by JAMS, conducted by a single arbitrator under its Streamlined Arbitration Rules and Procedures (where the amount in controversy is under USD 250,000 or its Comprehensive Arbitration Rules and Procedures (where the amount in controversy is USD 250,000 or more), in each case as in effect when the arbitration is initiated. The arbitration will take place in the county in which you reside, unless the parties agree otherwise, and may be conducted by telephone or based on documents submitted to the arbitrator, without a live hearing, where reasonably practicable.

Costs. We will pay the JAMS filing, administration and arbitrator fees for any arbitration, except where the arbitrator finds that a claim, defence or argument you have raised is frivolous or brought for an improper purpose. Each party otherwise bears its own attorneys’ fees and costs, unless the arbitrator determines a party is entitled to recover them under applicable law.

Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. Unless you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a class, collective or representative proceeding. If a court or arbitrator decides that this Class Action Waiver is unenforceable with respect to a particular claim or request for relief, that claim or request must be severed and brought in court, and the remaining claims will be resolved in arbitration.

Right to opt out. You may opt out of this section 3 by sending written notice to legalrequest.US@impellam.com within 30 days of the date you first become subject to it, including your name, the email address associated with your Account, and a clear statement that you wish to opt out of this arbitration agreement. If you opt out, all other provisions of these Terms continue to apply to you.

Authority of the arbitrator. The arbitrator, and not any court, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this section 3, including any claim that all or part of it is void or voidable.

Severability. Except as provided in the ‘Class Action Waiver’ paragraph above, if any part of this section 3 is found to be invalid or unenforceable, the remainder will continue in full force and effect.

4. Marketing Communications and Telephone Consumer Protection Act

If you consent to receive text messages from us, we and our service providers may send you recurring automated text messages relating to job matches, interview scheduling, onboarding and recruiter communications, using the mobile number you provide at registration. Your consent is not a condition of using the Platform or Services.

Message and data rates may apply, and message frequency may vary. You may opt out of text messages at any time by replying ‘STOP’ to any message you receive, or by contacting us at legalrequest.US@impellam.com. You may reply ‘HELP’ for assistance.

You represent that you are the account holder for, or are otherwise authorised to receive messages at, the mobile number you provide, and you must notify us promptly if you change or stop using that number. You indemnify us against any claims, expenses and damages arising from your failure to do so, including any claim under the TCPA.

5. Privacy

We collect, use and disclose Personal Information in accordance with applicable U.S. federal and state privacy laws, including the CCPA, and our Privacy Policy (including the US-specific variation contained therein) available here.

Where the CCPA or another applicable state privacy law applies to you, you have the right to know what Personal Information we have collected about you, to request its deletion or correction, and to opt out of any sale or sharing of your Personal Information, in each case subject to the exceptions permitted under applicable law. We do not sell or share Personal Information for cross-context behavioural advertising.

To exercise your privacy rights, contact us at legalrequest.US@impellam.com .

6. Equal Employment Opportunity and Non-Discrimination

All Users must not discriminate against any Candidate, Worker or other User on the basis of age, sex, race, colour, religion or creed, sexual orientation, gender identity, national origin, ancestry, disability, or any other characteristic protected under applicable federal, state or local law, or retaliate against any person for making or supporting a complaint of discrimination or harassment.

Each User is responsible for complying with all applicable federal, state and local employment laws relating to its use of the Platform and Services, including laws relating to discrimination, harassment, retaliation, wages and hours, and benefits.

7. Fees and Currency

Unless otherwise specified, all amounts payable are in United States Dollars (USD).

8. Liability Cap

For Candidates and Workers in the United States, the maximum aggregate liability referred to in the 'Liability cap' provision of the Terms is USD 150, in place of the amount stated in the main body of the Terms.

For Suppliers and Customers in the United States, the maximum aggregate liability referred to in the 'Liability cap' provision of the Terms is USD 5,000, in place of the amount stated in the main body of the Terms.

9. Intellectual Property

The restriction on reverse engineering in the main body of these Terms applies except to the extent such actions cannot be prohibited under applicable U.S. copyright law, including the interoperability exception under 17 U.S.C. § 1201(f).

10. Eligible Users

Candidates and Workers must be at least 18 years old and legally authorised to work in the United States and any other jurisdiction where they seek opportunities.

Schedule 4 – Canada

The additional terms set out below apply to Users residing (for individuals) or incorporated (for corporate entities) in Canada. Where these additional terms apply to you, you are contracting with Bartech Technical Services of Canada, ULC.

1. Definitions

The following additional definitions apply in this Schedule 4:

CASL means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, S.C. 2010, c. 23 (Canada’s Anti-Spam Legislation), and its implementing regulations.

Consumer means a User who is an individual acting for personal purposes and not for the purposes of a business.

PIPEDA means the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5.

Personal Information has the meaning given to that term under PIPEDA and applicable provincial private-sector privacy legislation, including Alberta’s Personal Information Protection Act, British Columbia’s Personal Information Protection Act, and Quebec’s Act respecting the protection of personal information in the private sector.

2. Governing Law and Jurisdiction (Relevant Jurisdiction)

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. Subject to the ‘Dispute Resolution’ provision of this Schedule 4, the courts of Ontario have exclusive jurisdiction to determine all claims, actions and disputes arising from these Terms.

3. Dispute Resolution

This section 3 applies in place of the ‘Dispute Resolution’ provision of the main body of the Terms with respect to Users in the Relevant Jurisdiction.

If a dispute arises from these Terms, the Platform or the Services, the parties will use their best endeavours to settle the dispute in good faith. To raise a dispute, contact us at legalrequest.US@impellam.com with sufficient detail.

If the parties cannot settle the dispute themselves, and you are not a Consumer, the matter will be referred to mediation administered by the ADR Institute of Canada, or as otherwise agreed by the parties, before either party commences court proceedings, except to seek urgent injunctive or equitable relief.

Consumer disputes. If you are a Consumer, nothing in these Terms requires you to submit a dispute to arbitration or prevents you from commencing or joining a class proceeding in respect of a dispute, and any term of these Terms that would otherwise have that effect is void to the extent required under the Consumer Protection Act, 2002 (Ontario) or equivalent consumer protection legislation applicable in your province of residence.

4. Marketing Communications and Anti-Spam Legislation

We will only send you commercial electronic messages, including marketing emails and SMS messages, where we have your express or implied consent to do so in accordance with CASL. Each commercial electronic message we send will identify us and include a mechanism allowing you to unsubscribe at no cost.

You may withdraw your consent to receive commercial electronic messages at any time by using the unsubscribe mechanism included in the message or by contacting us at legalrequest.US@Impellam.com. We will give effect to your unsubscribe request within 10 business days.

5. Privacy

We collect, use and disclose Personal Information in accordance with PIPEDA, applicable provincial private-sector privacy legislation, and our Privacy Policy.

Where required under applicable law, we will obtain your consent before collecting, using or disclosing your Personal Information for a new purpose, and you may withdraw that consent at any time, subject to legal or contractual restrictions and on reasonable notice.

We may disclose Personal Information relating to individuals located in Canada to recipients located outside Canada, including in the United States and other countries in which the Vertage Group operates, for the purposes described in our Privacy Policy.

To exercise your privacy rights, contact us at legalrequest.US@impellam.com or our designated Data Protection Officer at gdpr@impellam.com

6. Quebec Users – French Language

If you are located in Quebec, you may request that these Terms, and any related notices, forms and communications, be provided to you in French in accordance with the Charter of the French language (Quebec). To make such a request, contact us at legalrequest.US@impellam.com.

7. Equal Opportunity and Human Rights

All Users must not discriminate against any Candidate, Worker or other User on any ground prohibited under the Canadian Human Rights Act or applicable provincial human rights legislation, including race, colour, ancestry, place of origin, citizenship, ethnic origin, creed, sex, sexual orientation, gender identity or expression, age, marital status, family status or disability, and must not retaliate against any person for making or supporting a complaint of discrimination or harassment.

8. Employment Standards

Nothing in these Terms limits or overrides any minimum entitlement provided to a Worker under the Employment Standards Act, 2000 (Ontario) or equivalent employment standards legislation applicable in the Worker’s province or territory of employment.

9. Fees and Currency

Unless otherwise specified, all amounts payable are in Canadian Dollars (CAD).

10. Liability Cap

For Candidates and Workers in Canada, the maximum aggregate liability referred to in the 'Liability cap' provision of the Terms is CAD 200, in place of the amount stated in the main body of the Terms.

For Suppliers and Customers in Canada, the maximum aggregate liability referred to in the 'Liability cap' provision of the Terms is CAD 5,000, in place of the amount stated in the main body of the Terms.

11. Intellectual Property

The restriction on reverse engineering in the main body of these Terms applies except to the extent such actions cannot be prohibited under the Copyright Act (Canada), including the interoperability exception under section 30.61 of that Act.

12. Eligible Users

Candidates and Workers must have reached the age of majority in their province or territory of residence and must be legally authorised to work in Canada and any other jurisdiction where they seek opportunities.

Schedule 5 – Belgium

The additional terms set out below apply to Users residing in Belgium, for individuals, or incorporated or otherwise established in Belgium, for legal persons or undertakings, where the Platform or Services are provided by ProUnity.

If there is any inconsistency between this Schedule and the main body of the Terms, this Schedule prevails to the extent of that inconsistency for Users in the Relevant Jurisdiction.

1. Contracting entity

Where this Schedule applies, you are contracting with ProUnity S.A./N.V., a company incorporated and existing under the laws of Belgium, with its registered office at Avenue Roger Vandendriessche 18, box 4, 1150 Woluwe-Saint-Pierre, Belgium, registered with the Crossroads Bank for Enterprises under number 0568.514.822 and with VAT number BE 0568.514.822 (ProUnity).

For the purposes of these Terms, references to we, us or our mean ProUnity.

2. Relevant Jurisdiction

For Users in Belgium, the Relevant Jurisdiction is Belgium.

These Terms and this Schedule are governed by Belgian law, without prejudice to any mandatory rules of applicable law.

Subject to the dispute-resolution provisions below and any mandatory jurisdiction rules, the courts of Brussels, Belgium, have exclusive jurisdiction over disputes arising out of or in connection with these Terms, the Platform or the Services.

3. Professional and employment-related use

The Platform is intended solely for purposes connected with:

• seeking employment or professional engagement opportunities;

• performing or managing Assignments;

• providing services as a freelancer, self-employed individual, sole trader, Supplier or other independent contractor;

• recruiting or engaging Candidates or Workers;

• supplier management;

• workforce management; and

• other professional or business activities.

The Platform is not intended for private or household use.

Nothing in these Terms excludes or limits any right or protection that cannot lawfully be excluded or limited under Belgian or European Union law.

4. Workers, Freelancers and Supplier Consultants

For Users in Belgium, the definition of Worker includes:

• freelancers;

• self-employed individuals;

• sole traders;

• individuals employed or engaged by a Supplier;

• individuals referred to as Supplier Consultants in an applicable Supplier Agreement or other existing ProUnity agreement; and

• independent contractors engaged directly, through a Supplier or through another corporate entity.

Although Supplier Consultant is not otherwise used as a defined term in these Terms, individuals falling within that term under an applicable ProUnity agreement are intended to fall within the definition of Worker.

This clarification does not alter the employment, self-employed, contractor or other legal status of any individual. That status is determined by the applicable agreement, the factual circumstances and applicable law.

5. Timesheets, invoicing and payment

Timesheets may be submitted, reviewed, approved and recorded through the Platform.

The Platform may facilitate the preparation, transmission or processing of invoices and other payment documentation based on approved timesheets.

Payment obligations, invoicing arrangements, payment periods, self-billing arrangements and any pay-if-paid mechanism are governed by the applicable Customer, Supplier, Freelancer, SOW, Assignment or other agreement.

Where an applicable agreement requires a Supplier or Freelancer to invoice ProUnity, ProUnity acts in its own contractual capacity under that agreement and not solely as the Customer’s payment agent.

ProUnity acts solely as a payment agent of a Customer only where the applicable agreement expressly provides for that arrangement.

Nothing in these Terms:

• makes ProUnity a payment agent where it is the contractual counterparty and payment obligor;

• alters an agreed pay-if-paid mechanism;

• creates a self-billing arrangement;

• or changes the person responsible for issuing an invoice.

6. Public procurement

Where a Customer Agreement or the provision of Services is subject to Belgian or European public procurement law, any amendment to these Terms applies only to the extent that the amendment:

• complies with applicable public procurement law;

• does not constitute an unlawful material modification of the relevant public contract;

• and does not require the Customer to initiate a new procurement procedure.

If an amendment to these Terms conflicts with an applicable public procurement contract, the applicable Customer Agreement and mandatory public procurement rules prevail.

7. Language

These Terms may be made available in English, French and Dutch.

The User may access the Terms in an official Belgian language where such a version is made available.

In the event of inconsistency between language versions, the English version prevails, except where:

• applicable mandatory law requires another language version to prevail;

• an applicable agreement specifies another governing language;

• or reliance on the English version would prejudice a right that cannot lawfully be excluded.

Nothing in this section affects mandatory Belgian language legislation applicable to employment, corporate, social or other legally regulated documents.