Terms of Service

For Talent & For Employers

For Talent

GRIT Search Singapore Pte Ltd, Reg. 201931701Z, EA Licence 20S0054, of Found8, 100 Amoy Street, Singapore, 069920 (hereinafter referred to as “GRIT” or “us” ) operates an online job marketplace platform via https://gritsearch.com/ and other channels (the “Service” ). The Service connects companies (a “Company” or “Companies” ), and candidates ( “Talent” or “Talents” ) with each other trying to match the right person with the right job. Talents are natural persons seeking new employment or freelance contracts through the Service. Companies are natural persons or business entities searching for new employees or contractors through the Service.

  1. Scope
    1. GRIT allows the Talents to participate in the Service and provides all services in connection with the Service for Talent solely based on these Terms of Service (hereinafter referred to as “Talent Terms of Service” or “Terms of Service”).
    2. These Terms of Service may not be modified without the prior written consent of both parties.
    3. GRIT may utilize the services of independent third parties for the Service (“Third Party Service”) such as app stores and social networks. No third party services are provided by third parties upon the instruction of GRIT. Third party services are not provided by GRIT. GRIT or the third party will identify these services in a suitable manner. Any issues in connection with third party services are not affected by these Terms of Service. GRIT shall not be responsible for third party services. Third party services are potentially subject to their providers’ general terms and conditions.

  2. Talent Eligible to Participate
    1. GRIT offers the Service only to Talent looking for Placement as defined in Section 7.2 below.
    2. With their account registration or participation in the Service, Talent represents that they are of legal age and of legal capacity.

  3. Talent Enrolment / Entry Into Force
    1. The participation in the Service requires that the Talent enters a binding agreement with GRIT as defined below in Section 3.4 and the setup of a Talent account (“Account” ).
    2. Talent must submit an application to participate in the Service on GRIT’s website or otherwise.
    3. Talent must accurately complete the application (and provide GRIT with timely updates) and not use any aliases or other means to mask its true identity or contact information.
    4. By filling in the application, Talent submits a binding offer to enter into an agreement with GRIT according to the terms and conditions of these Terms of Service (“Agreement” ).
    5. After GRIT reviews Talent’s application, GRIT will notify them of their acceptance or rejection to the Service, generally within five (5) business days of receipt of the application. GRIT may request additional information (see Sections 6.1 and 6.2). The Agreement enters into force upon GRIT’s acceptance of Talent to the Service. GRIT is under no obligation to accept applications.
    6. GRIT is entitled but not obliged to verify the accuracy of the Talent’s information. This may be done by GRIT requesting documents to prove the identity such as a personal ID card. GRIT is entitled to make the creation of an account subject to such verification.
    7. Prior to the application Talent will have to conduct a telephone/online interview with GRIT. Furthermore, the Talent may be required to complete a coding challenge.
    8. Prior to sending the online application form, the Talent can print out the Terms of Service or save them to a permanent data storage device.

  4. Limits of Use / Prohibited Conduct
    1. GRIT provides the Service solely for use in accordance with these Terms of Service. Automated login is prohibited. Only the apps or websites provided by GRIT may be used to connect to the Service. The Talent may not create, support, host, link, scrape, share or provide any code, data or other information which can be used by other persons to utilize the Service.
    2. The Talent is prohibited from transferring their Account to any third party without the prior written consent of GRIT.
    3. The Talent is not entitled to use any means, mechanisms or software in connection with the Service, which can disturb functions of the Service. The Talent may not undertake any action, which can result in an unreasonable or excess load of the technical capacities of GRIT. In particular, the Talent is not permitted to block, overwrite or modify the contents generated by GRIT unless GRIT has permitted it specifically in writing.
    4. The Talent will refrain from anything that could endanger the performance and availability of the Service.
    5. When using the Service the Talent shall not violate any applicable legal provisions such as the criminal code or third party rights and the Talent assures not to contribute or transmit any illegal or immoral contents to the Service. This includes specifically any contents (including member names, etc.),
      1. which are false, inaccurate or misleading;
      2. which are insulting, racist, sexist, pornographic or obscene;
      3. which can damage the reputation of GRIT;
      4. subject to violate copyrights, patents, brands or any other intellectual property rights, the rights on a person’s own image and other personal rights or third party rights.
    6. The Talent is not permitted to disseminate commercial advertising for third party products, services or programs, to send unsolicited mass emails or unsolicited advertising in the Service. In addition, the Talent is not permitted to disseminate in the Service any third party work that is protected by copyrights or other rights unless authorized. Moreover, the Talent is not allowed to refer to offers with such content.
    7. GRIT is entitled to stop such violations against this Section 4. In addition, GRIT is entitled to delete the breaching contents of the Talent. The same applies to definite indications of a violation against these Terms of Service to contents, which are otherwise illegal. There is no entitlement to the recovery of deleted content. Such a claim is also voided if the restoration is not possible for technical reasons.
    8. Without the prior express written consent of GRIT, any blocked Talent is prohibited from creating a new account. If this ban was circumvented, then GRIT has the right to block this Account permanently without prior announcement.
    9. The provisions of this Section 4 do not limit the termination right of GRIT — particularly the right to terminate effective immediately — in accordance with Section 12. In addition, they do not limit the right of GRIT to exercise the virtual domiciliary right.

  5. Functioning of the Service / GRIT’s responsibilities
    1. GRIT provides the Service to connect Talent and Companies. The Service works as follows: Talent sign up to the Service and make their curriculum vitae and other information as specified in the Talent Terms of Service available. Companies also sign-up and provide a profile. This profile is only visible to Talents that the Companies are interested in as defined below. Companies can browse the Talent profiles in a list and detailed view and decide to apply to the respective Talent by sending an interview requests. These interview requests come with a first, non-binding offer proposal of what compensation package the company has in mind. Talent can review the interview requests and are able to browse the profiles of Companies that have sent the requests. The Talent can accept or reject the interview request. If rejected, the Company may, at the option of the Talent, re-contact the Talent with a revised proposal. If accepted, GRIT connects Talent and Company.
    2. Once a Talent has been viewed by a Company in the list view it is considered to be introduced by GRIT (an “Introduction”). If Talent and Company had met or had been introduced in the past twelve months before the Introduction by a third party and Company does not inform GRIT about this within five business days in writing and substantive materials showing the introduction, the Talent is considered to have been introduced by GRIT. Email or the Service are sufficient media in this matter. A Talent is considered to be already introduced directly or by a third party when there is a written communication concerning the Talent, with a clear identification of the Talent and the Company and with a clear identification of the opportunity to hire the Talent.
    3. An Introduction on the Service is deemed live for a consecutive period of twelve months.
    4. GRIT may from time to time, but is under no obligation to, suggest a specific Talent to a Company or vice versa. The Talent is then also deemed to have been introduced. This can be done via email, messaging service or phone.
    5. GRIT undertakes reasonable efforts to match Talent and Companies, however, GRIT does under no circumstances represent, assume a warranty or guarantee or undertake in any other way that Talent or Company will find a match through GRIT and/or the Service.

  6. Obligations of Talent
    1. Talent shall submit the information about themself as requested in the compulsory and voluntary fields of the sign-up form.
    2. GRIT may add compulsory or voluntary fields from time to time. The Talent shall not transmit any personal data of third parties (i.e. data allowing identification of an individual) to GRIT, unless data protection laws allow for such transmission or Talent has obtained consent from the concerned parties. GRIT may also request additional information from Talent on a case by case basis.
    3. Unless otherwise provided in these Terms of Service, GRIT will usually communicate with the Talent via email. The Talent shall make sure that it is able to receive all emails sent by GRIT to the email address submitted in the application, or as later updated to GRIT. The Talent will in particular configure the spam filter accordingly and regularly check all incoming email under this address. GRIT may choose any other appropriate means of communication.
    4. The Talent shall inform GRIT in writing within 5 business days if a Company gets in contact with the Talent outside of the provided Service while their profile is visible to Companies on the platform.
    5. The Talent shall keep all access data (login, passwords etc.) for the Service (“Access Data” ) strictly confidential. The Talent shall promptly inform GRIT if they suspect or find that an unauthorized third person has access to or is in possession of the Access Data.
    6. In case GRIT has reason to believe that an unauthorized third party has access to or is in possession of Access Data, GRIT may, without assuming any responsibility to do so, and always acting in its sole discretion, change the Access Data without prior notice or block the respective account. GRIT will promptly inform the Talent and will, upon request, communicate the new Access Data to the Talent without undue delay. The Talent cannot claim to have its initial Access Data restored.
    7. If a third party uses Talent’s Access Data as a result of any action or inaction of Talent, the Talent is liable for all such actions, and for damages. In such an event, all access through the Talent’s Access Data shall be considered as an access by the Talent.
    8. GRIT is not responsible for providing or assisting with the obtaining of any work or other permits and/or medicals and other country specific regulations and requirements that may be necessary to employ the Talent.

  7. Placement / Payment
    1. The use of GRIT is free of charge for Talent.
    2. Talent undertakes to inform GRIT in writing (through the service or via email is sufficient) as soon as possible, but no later than five business days, if they were hired or otherwise contracted by Company (a “Placement”). GRIT may contact Talent to request status updates about ongoing negotiations.
    3. Placement shall mean any form of employment, temporary employment, contracting or other use of Talent by Company or an undertaking affiliated with Company.
    4. Talent agrees that Companies are allowed to share all contract details with GRIT.
    5. Talent has to inform GRIT in writing within five business days about any rehiring or similar by Company for a period of twelve months after termination.
    6. GRIT operates the “Refer a Friend Program”. Talent can refer a friend. If such friend signs-up through GRIT and is successfully placed in fixed employment, Talent is entitled to a referral bonus in the amount of S$350. Referral needs to be done through the referral technology provided in the Service or an affiliate tracking link. A referral lasts 12 months during which no other Talent can refer the same friend. GRIT will credit the referral Bonus within two weeks after the start of the Placement.
    7. Talent has to transmit the signed agreement to GRIT as proof of the conclusion of the agreement and for the invoicing processes.

  8. Quality of the Service / Technical Deficiencies
    1. It is in the nature of the Service that it will be continuously advanced and updated. By changing and advancing the Service, GRIT intends to provide Talents a useful Service and the possibility of Introductions to Companies. Therefore, GRIT grants the Talent access to the Service in its as-current available form or version. Changes and advancements can affect system requirements and compatibility requirements. The Talent has no claim for maintaining or reconstruction of a specific condition of scope of services. Any of the Talent’s claims for deficiency, which refer to the technical usability of the Service itself, shall remain unaffected thereby. Due to the continuous advancement of the Service, GRIT reserves itself the right to offer new features and/or to remove them from the Service or to change them. The Talent consents these continuous changes of the Service.
    2. GRIT undertakes to assure an availability of the Service of 99% (ninety nine percent) as a yearly average. Periods during which the Service is not available because of technical or other problems outside GRIT’s control (such as force majeure or third party fault) and periods during which routine maintenance works are carried out, are excluded from this. GRIT may restrict access to the Service if required for network security, maintenance of network integrity and the prevention of severe malfunction of the network, the software or stored data. The Talent’s rights in case of intent or gross negligence remain unaffected.
    3. GRIT does not make or give any guarantees or warranties not expressly provided for in these Terms of Service, or which occur through external influences such as operating errors by the Talent, force majeure or any modifications not made by GRIT or any other third party actions.

  9. Limitation of Liability / Availability
    1. The Service is provided on a reasonable endeavours basis in good faith. However, GRIT gives no representation or warranty in respect of the Service and all such representations and warranties, whether express or implied, are excluded.
    2. No liability is accepted by GRIT for any loss or damage which may arise out of any person relying on or using any information herein or part of or related to the Service. GRIT shall not be liable to any person relying on or using any such information for (a) loss of revenue, loss of actual or anticipated salary; loss of actual or anticipated profits whether arising in the normal course of business or otherwise (including, without limitation, loss of profits on contracts); loss of or damage to employment prospects; loss of opportunity; loss of the use of money; loss of anticipated savings; loss of business; loss of goodwill; loss of or damage to reputation; loss of or corruption to data; loss of management or administration time, legal and other professional fees and expenses; or (b) any indirect or consequential loss or damages however caused (including without limitation by reason of misrepresentation, negligence, other tort, breach of contract or breach of statutory duty) which arise directly or indirectly from the Service. However, nothing in the above shall limit or exclude GRIT’s liability for fraud or for death or personal injury caused by negligence, or to the extent otherwise not permitted by law.
    3. GRIT does not guarantee that any Company will ask for a Talent’s information, for an interview or otherwise. We make no representation or warranty as to the final terms and duration of any appointment obtained through the Service.

  10. Intellectual Property / Indemnification
    1. GRIT or its respective licensor is the exclusive owner or exclusive owner of the rights of all contents of the Service. The content is protected by national and international law and particularly by copyright. The unauthorized dissemination, copying, deletion or any other violation of intellectual property rights and copyrights of GRIT are prosecuted under both civil and criminal law.
    2. All rights not expressly granted in these Terms of Service are reserved by GRIT. GRIT will retain all rights, title, and interests in and to the Service (except for any licensed content and third-party content included therein), including all data (such as any usage data and compilations thereof), information and software related thereto. The Talent acknowledges that the software, information, content and data related to the Service (such as any usage data or compilations thereof) are protected for GRIT under copyright and similar rights and may contain trade secrets or other intellectual or industrial property owned or licensed by GRIT.
    3. Talent warrants that they have the right (i) to submit the information to the Service and (ii) can grant GRIT the right to use the information as described above.
    4. Talent hereby agrees to indemnify, defend and hold harmless GRIT and their its subsidiaries, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of the Agreement and the Terms of Service, including any representation, warranty, covenant, restriction or obligation made by Talent herein, (ii) any misuse by Talent.

  11. Confidentiality
    1. Except as otherwise provided in these Terms of Service or with the consent of GRIT, the Talent agrees that all information, including, without limitation, business information, information from the Company profile e.g. salary information, information about a Company’s business plans or technology or other information that ought reasonably be considered confidential, shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Talent for any purpose other than Talent’s participation in the Service (“Confidential Information”).
    2. Talent shall, without limitation to the foregoing, not use any information obtained from the Service to develop, enhance or operate a service that competes with the Service, or assist another party to do the same.

  12. Term / Termination
    1. The Agreement shall commence on the date of GRIT’s approval of Talent’s application and shall continue thereafter until terminated as provided herein.
    2. Each party has the right to terminate the agreement by giving an advance notice of five business days unless otherwise agreed in writing.
    3. Sections 7 and 11 shall survive any termination of the Agreement. Section 11 for five years.
    4. The parties remain free to terminate the Agreement for cause at any time.
    5. Termination notice must be in written form by email. 

 

  1. Data Protection
    1. GRIT processes and utilizes the Talent’s data collected during the performance of the Agreement and within the framework of the these Terms of Service, specifically to the extent necessary to fulfil and develop the Service, in accordance with the Personal Data Protection Act 2012. The privacy policy of GRIT on its terms as updated from time to time available at http://gritweb.eyepax.info/privacy-policy/ (“Privacy Policy”) shall apply.
    2. The Talent understands that the performance of the Agreement includes the making available of personal data to Companies GRIT cooperates with to mediate the Talent and try to match the right person with the right job subject to these Terms of Service and the Privacy Policy.
    3. The Talent understands that GRIT may contact them via phone, email or messaging service and suggest Companies which fit the Talent’s profile.

  2. Changes to the Terms of Service
    1. Each login to the Service is subject to these Terms of Service.
    2. GRIT may make changes to these Terms of Service at any given time.
    3. The Talent will be notified of changes to the Terms of Service in appropriate form. GRIT will notify the Talent on the Service, or via email. Changes to the Terms of Service will always be highlighted upon first login after the changes or amendments have been made.

 

  1. Governing Law / Jurisdiction
    1. This Terms of Service shall be governed by and construed in accordance with the laws of Singapore.

  2. General Provisions
    1. This Terms of Service contains the entire agreement between GRIT and Talent with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. 
    2. All or any of GRIT’s rights and obligations under the Agreement may be assigned to a subsequent owner or operator of the Service in a merger, acquisition or sale of all or substantially all of GRIT’s assets. The Talent may not assign or transfer any or all of its rights thereunder without the prior written consent of GRIT. 
    3. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.
    4. GRIT’s failure to act with respect to a breach by the Talent does not waive GRIT’s right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by GRIT under these Terms of Service shall be deemed effective unless delivered in writing and signed by a duly appointed representative of GRIT.
    5. Section headings used in these Terms of Service are for convenience only and shall not affect the interpretation of the Agreement.
    6. By submitting an application to join the Service, Talent affirms and acknowledges that Talent has read these Terms of Service in their entirety and agrees to be bound by all of its terms and conditions. If Talent does not wish to be bound by these Terms of Service, Talent should not submit an application to join the Service.

For Employers

GRIT Search Singapore Pte Ltd, Reg. 201931701Z, EA Licence 20S0054, of Found8, 100 Amoy Street, Singapore, 069920 (hereinafter referred to as “GRIT” or “us” ) operates an online job marketplace platform via https://gritsearch.com/ and other channels (the “Service” ). The Service connects companies (a “Company” or “Companies” ), and candidates ( “Talent” or “Talents” ) with each other trying to match the right person with the right job. Talents are natural persons seeking new employment or freelance contracts through the Service. Companies are natural persons or business entities searching for new employees or contractors through the Service.

  1. Scope
    1. Within the framework of the Companies’ own technical and operational possibilities GRIT allows the Companies to participate in the Service. GRIT provides all services in connection with the Service for Companies solely based on these Terms of Service (hereinafter referred to as “Company Terms of Service” or “Terms of Service”).
    2. These Terms of Service may not be modified without the prior written consent of both parties.
    3. GRIT may utilize the services of independent third parties for the Service (“Third Party Service”) such as app stores and social networks. No third party services are provided by third parties upon the instruction of GRIT. Third party services are not provided by GRIT. GRIT or the third party will identify these services in a suitable manner. Any issues in connection with third party services are not affected by these Terms of Service. GRIT shall not be responsible for third party services. Third party services are potentially subject to their providers’ general terms and conditions.



  1. Limits of Use / Prohibited Conduct
    1. GRIT provides the Service solely for use in accordance with these Terms of Service. Automated login is prohibited. Only the apps or websites provided by GRIT may be used to connect to the Service. The Talent may not create, support, host, link, scrape, share or provide any code, data or other information which can be used by other persons to utilize the Service.
    2. The Company is prohibited from transferring their Account to any third party without the prior written consent of GRIT.
    3. The Company is not entitled to use any means, mechanisms or software in connection with the Service, which can disturb functions of the Service. The Company may not undertake any action, which can result in an unreasonable or excess load of the technical capacities of GRIT. In particular, the Company is not permitted to block, overwrite or modify the contents generated by GRIT unless GRIT has permitted it specifically in writing.
    4. The Company will refrain from anything that could endanger the performance and availability of the Service.
    5. When using the Service the Company shall not violate any applicable legal provisions such as the criminal code or third party rights and the Company assures not to contribute or transmit any illegal or immoral contents to the Service. This includes specifically any contents (including member names, etc.),
      1. which are, false, inaccurate or misleading;
      2. which are, insulting, racist, sexist, pornographic or obscene;
      3. which can damage the reputation of GRIT;
      4. suitable to violate copyrights, patents, brands or any other intellectual property rights, the rights on a person’s own image and other personal rights or third party rights.
    6. The Company is not permitted to disseminate commercial advertising for its own or third party products, services or programs, to send unsolicited mass mails or unsolicited advertising in the Service. In addition, the Company is not permitted to disseminate in the Service any third party work that is protected by copyrights or other rights unless authorized. Moreover, the Company is not allowed to refer to offers with such content.
    7. GRIT is entitled to stop such violations against this Section 2. In addition, GRIT is entitled to delete the breaching contents of the Company. The same applies to definite indications of a violation against these Terms of Service to contents, which are otherwise illegal. There is no entitlement to the recovery of breaching deleted content. Such a claim is also voided if the restoration is not possible for technical reasons.
    8. The provisions of this Section 2 do not limit the termination right of GRIT — particularly the right to terminate effective immediately — in accordance with Section 11. In addition, they do not limit the right of GRIT to exercise the virtual domiciliary right.

  2. Functioning of the Service / GRIT’s responsibilities
    1. GRIT provides the Service to connect Talent and Companies. The Service works as follows: Talent sign up to the Service and make their curriculum vitae and other information as specified in the Talent Terms of Service available. Companies also sign-up and provide a profile. This profile is only visible to Talents that the Companies are interested in as defined below. Companies can browse the Talent profiles in a list and detailed view and decide to apply to the respective Talent by sending an interview requests. These interview requests come with a first, non-binding offer proposal of what compensation package the company has in mind. Talent can review the interview requests and are able to browse the profiles of Companies that have sent the requests. The Talent can accept or reject the interview request. If rejected, the Company may, at the option of the Talent, re-contact the Talent with a revised proposal. If accepted, GRIT connects Talent and Company.
    2. Once a Talent has been viewed by a Company in the list view it is considered to be introduced by GRIT (an “Introduction”). If Talent and Company had met or had been introduced in the past twelve months before the Introduction by a third party and Company does not inform GRIT about this within five business days in writing and substantive materials showing the introduction, the Talent is considered to have been introduced by GRIT. Email or the Service are sufficient media in this matter. A Talent is considered to be already introduced directly or by a third party when there is a written communication concerning the Talent, with a clear identification of the Talent and the Company and with a clear identification of the opportunity to hire the Talent.
    3. An Introduction on the Service is deemed live for a consecutive period of twelve months.
    4. GRIT shall use reasonable endeavours to match Talent and Companies. However, GRIT does not represent, assume a warranty or guarantee or undertake in any other way that the Company will find a match through GRIT and/or the Service.

  3. Obligations of Company
    1. Company shall submit the information about themself as requested in the compulsory and voluntary fields of the sign-up form.
    2. GRIT may add compulsory or voluntary fields from time to time. The Company shall not transmit any personal data of third parties (i.e. data allowing identification of an individual) to GRIT, unless data protection laws allow for such transmission or Talent has obtained consent from the concerned parties. GRIT may also request additional information from Talent on a case by case basis.
    3. Unless otherwise provided in these Terms of Service, GRIT will usually communicate with the Company via email. The Company shall make sure that it is able to receive all emails sent by GRIT to the email address submitted in the application, or as later updated to GRIT. The Company will in particular configure the spam filter accordingly and regularly check all incoming email under this address. GRIT may choose any other appropriate means of communication.
    4. The Company shall inform GRIT in writing within 5 business days if a Talent gets in contact with the Company outside of the provided Service while their profile is visible to Talent on the platform.
    5. The Company shall keep all access data (login, passwords etc.) for the Service (“Access Data” ) strictly confidential. The Company shall promptly inform GRIT if they suspect or find that an unauthorized third person has access to or is in possession of the Access Data.
    6. In case GRIT has reason to believe that an unauthorized third party has access to or is in possession of Access Data, GRIT may, without assuming any responsibility to do so, and always acting in its sole discretion, change the Access Data without prior notice or block the respective account. GRIT will promptly inform the Talent and will, upon request, communicate the new Access Data to the Company without undue delay. The Company cannot claim to have its initial Access Data restored.
    7. If a third party uses Company’s Access Data as a result of any action or inaction of Company, the Company is liable for all such actions, and for damages. In such an event, all access through the Talent’s Access Data shall be considered as an access by the Talent.
    8. During the term of the Agreement, the Company will not induce, or assist in the inducement of, any employee of GRIT or any of its affiliates to leave their employment with GRIT or any of its affiliates. 
    9. GRIT is not responsible for providing or assisting with the obtaining of any work or other permits and/or medicals and other country specific regulations and requirements that may be necessary to employ the Talent unless otherwise agreed in writing.
    10. GRIT is relying on the information provided by the Talent. Company has the obligation to satisfy itself, that the Talent is suitable for the intended job and fits Company’s requirements.

  4. Placement / Payment
    1. Company undertakes to inform GRIT in writing (through the service or via email is sufficient) as soon as possible, but no later than 5 days after an Introduced Talent is hired or otherwise contracted by Company (“Placement” ). The notification shall include a copy of the original employment contract which must include the start date, the date the contract was signed and information about the Salary as defined in Section 5.3 below. GRIT may contact the Company to request status updates about ongoing negotiations.
    2. “Placement” shall include any form of employment, temporary employment, contracting or other use of Talent by Company or an undertaking affiliated with Company.
    3. If Talent is placed pursuant to Section 5.2 during the period of an Introduction, GRIT will receive a commission (a “Placement Fee”) as specified in the GRIT Terms of Business, of the Talent’s salary (“Salary”). Salary shall include the gross base salary or fees, bonus (guaranteed and/or anticipated), commissions, allowances, inducement payments, shift allowances, location weighting and call-out allowances, and all other compensation the Talent receives or is anticipated to receive during the first year of his placement. Excluded is compensation paid by Company to Talent to compensate expenditures (e.g. travel, relocation, visa application) as well as any equity, share options or similar compensation options. Company undertakes to inform GRIT about the Salary upon notifying GRIT about the placement.
    4. If the Placement is for less than twelve months, GRIT’s Placement Fee will be calculated on a pro-rata basis, calculated weekly. Subsequent hires, prolongations, extensions or similar will be added to the pro-rata calculation until the level as defined in Section 5.3 is reached. This is done for a period of up to twenty-four months from the initial placement. Company must notify GRIT pursuant to Section 5.1.
    5. Payment terms are governed by the GRIT Platform Terms of Business.
    6. If a Placement is terminated within a defined period the Company shall be entitled to a refund of part of the Placement Fee. A placement is defined as terminated if the termination notice is signed and in effect within the time specified in the GRIT Platform Terms of Business. The refund is subject to the conditions set forth in the GRIT Platform Terms of Business and paid out within 14 days upon issuing of the credit note.
    7. Company shall inform GRIT in writing within five business days about any rehiring or similar of the Talent for a period of twelve months after termination. In this case, GRIT is entitled to reclaim the refund and will issue an invoice. The Payment terms of Section 5.5 apply.
    8. GRIT reserves the right to change the Placement Fee, to be effective as of the following period of renewal. GRIT shall notify the Company of any Placement Fee change in the invoice sent to the Company with regard to the period of renewal. In the event of a price increase, the Company is entitled to submit to GRIT within four (4) weeks of the date of invoice a written declaration of withdrawal from the agreement with retroactive effect from the date of the renewal.

  5. Non Circumvention
    1. Company shall not seek to circumvent this Terms of Service by approaching or making any offers of employment or placement services or similar to Talent either directly or indirectly outside of the Service. 
    2. Any direct or indirect business relations between Company and Talent or recruiters with regard to the above named Services and respective Talent have to either involve GRIT as intermediary or require GRIT’s prior written consent.
    3. An obligation to reimburse damages will thereby not be excluded.

  6. Quality of the Service / Technical Deficiencies
    1. It is in the nature of the Service that it will be continuously advanced and updated. By changing and advancing the Service, GRIT intends to provide Talents a useful Service and the possibility of Introductions to Companies. Therefore, GRIT grants the Talent access to the Service in its as-current available form or version. Changes and advancements can affect system requirements and compatibility requirements. The Talent has no claim for maintaining or reconstruction of a specific condition of scope of services. Any of the Talent’s claims for deficiency, which refer to the technical usability of the Service itself, shall remain unaffected thereby. Due to the continuous advancement of the Service, GRIT reserves itself the right to offer new features and/or to remove them from the Service or to change them. The Talent consents these continuous changes of the Service.
    2. GRIT undertakes to assure an availability of the Service of 99% (ninety nine percent) as a yearly average. Periods during which the Service is not available because of technical or other problems outside GRIT’s control (such as force majeure or third party fault) and periods during which routine maintenance works are carried out, are excluded from this. GRIT may restrict access to the Service if required for network security, maintenance of network integrity and the prevention of severe malfunction of the network, the software or stored data. The Talent’s rights in case of intent or gross negligence remain unaffected.
    3. GRIT does not make or give any guarantees or warranties not expressly provided for in these Terms of Service, or which occur through external influences such as operating errors by the Talent, force majeure or any modifications not made by GRIT or any other third party actions.

  7. Limitation of Liability / Availability
    1. The Service is provided on a reasonable endeavours basis in good faith. However, GRIT gives no representation or warranty in respect of the Service and all such representations and warranties, whether express or implied, are excluded.
    2. No liability is accepted by GRIT for any loss or damage which may arise out of any person relying on or using any information herein or part of or related to the Service. GRIT shall not be liable to any person relying on or using any such information for (a) loss of revenue, loss of actual or anticipated salary; loss of actual or anticipated profits whether arising in the normal course of business or otherwise (including, without limitation, loss of profits on contracts); loss of or damage to employment prospects; loss of opportunity; loss of the use of money; loss of anticipated savings; loss of business; loss of goodwill; loss of or damage to reputation; loss of or corruption to data; loss of management or administration time, legal and other professional fees and expenses; or (b) any indirect or consequential loss or damages however caused (including without limitation by reason of misrepresentation, negligence, other tort, breach of contract or breach of statutory duty) which arise directly or indirectly from the Service. However, nothing in the above shall limit or exclude GRIT’s liability for fraud or for death or personal injury caused by negligence, or to the extent otherwise not permitted by law.


  8. Intellectual Property / Indemnification
    1. GRIT or its respective licensor is the exclusive owner or exclusive owner of the rights of all contents of the Service. The content is protected by national and international law and particularly by copyright. The unauthorized dissemination, copying, deletion or any other violation of intellectual property rights and copyrights of GRIT are prosecuted under both civil and criminal law.
    2. GRIT grants Company a nonexclusive, nontransferable, revocable right to use the Service solely in accordance with these Terms of Service. GRIT does not grant to the Company any license, express or implied, to the intellectual or industrial property of GRIT or its licensors, except for a limited right of use according to these Terms of Service and for the duration of the Agreement.
    3. All rights not expressly granted in these Terms of Service are reserved by GRIT. GRIT will retain all rights, titles, and interests in and to the Service (except for any licensed content and third-party content included therein), including all data (such as any usage data and compilations thereof), information and software related thereto. The Company acknowledges that the software, information, content and data related to the Service (such as any usage data or compilations thereof) are protected for GRIT under copyright and similar rights and may contain trade secrets or other intellectual or industrial property owned or licensed by GRIT.
    4. Company warrants, that it has the right (i) to submit the information to the Service and (ii) to grant GRIT the right to use the information as described above.
    5. Company hereby agrees to indemnify, defend and hold harmless GRIT and its subsidiaries, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of the Agreement and the Terms of Service, including any representation, warranty, covenant, restriction or obligation made by Company herein, (ii) any misuse by Company, or by a party under the reasonable control of Company.

  9. Confidentiality
    1. Except as otherwise provided in these Terms of Service or with the consent of GRIT, the Company agrees that all information, including, without limitation, the terms of the Agreement, business information, customer lists, and pricing and sales information, curriculum vitae and work examples concerning GRIT or any of GRIT’s other Companies provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Company for any purpose other than Company’s participation in the Service (“Confidential Information”).
    2. Company shall not, without prejudice to Section 10.1, use any information obtained from the Service to develop, enhance or operate a service that competes with the Service, or assist another party to do the same.
    3. GRIT may use aggregated and anonymized data for statistical and marketing purposes. GRIT will aggregate and anonymize data from multiple Companies before releasing such aggregated data.

  10. Term / Termination
    1. The Agreement shall commence on the date of GRIT’s approval of Company’s application and shall continue thereafter until terminated as provided herein.
    2. Each party has the right to terminate the agreement by giving an advance notice of 7 days unless otherwise agreed in writing.
    3. Sections 5, 6 and 10 shall survive any termination of the Agreement. Section 10 for five years.
    4. The parties remain free to terminate the Agreement for cause at any time.
    5. Either Party has the right to terminate the Agreement immediately by written notice if:
      1. The other Party ceases or threatens in writing to not carry on its business;
      2. The other Party is the subject of a bankruptcy order or becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors or if any of the other Party’s assets are the subject of any form of seizure, or the other Party goes into liquidation either voluntary (otherwise than for reconstruction or amalgamation) or compulsory that is not dismissed within ninety (90) days, or a receiver or administrator is appointed over the other’s assets.
    6. Every termination must be in written form, whereby the written form is maintained by email. Upon request, the reasons for extraordinary termination must be disclosed immediately in writing if the termination notice did not specify them already. Any standard termination notice does not require specification of the termination reasons.

  11. Data Protection
    1. GRIT processes and utilizes the Company’s and Talent data collected during the performance of the Agreement and within the framework of the these Terms of Service, specifically to the extent necessary to fulfil and develop the Service, in accordance with the Personal Data Protection Act 2012. The privacy policy of GRIT on its terms as updated from time to time available at http://gritweb.eyepax.info/privacy-policy/ (“Privacy Policy”) shall apply.
    2. The Company Acknowledges that the performance of the Agreement includes the making available of personal data to Talent and Companies and that GRIT cooperates with to mediate the Talent and try to match the right person with the right job subject to these Terms of Service and the Privacy Policy.
    3. The Company agrees that GRIT may contact them via phone, email or messaging service and suggest Talent which fit the Company’s profile.

  12. Changes to the Terms of Service
    1. Each login to the Service is subject to these Terms of Service.
    2. GRIT may make changes to these Terms of Service at any given time.
    3. The Talent will be notified of changes to the Terms of Service in appropriate form. GRIT will notify the Talent on the Service, or via email. Changes to the Terms of Service will always be highlighted upon first login after the changes or amendments have been made.

  13. Governing Law / Jurisdiction
    1. This Terms of Service shall be governed by and construed in accordance with the laws of Singapore. GRIT and the Company irrevocably submit to the exclusive jurisdiction of the Singapore courts in respect of any claim, dispute or matter arising under or in connection with this Terms of Service or its enforceability.

  14. General Provisions
    1. This Terms of Service contains the entire agreement between GRIT and Company with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. 
    2. All or any of GRIT’s rights and obligations under the Agreement may be assigned to a subsequent owner or operator of the Service in a merger, acquisition or sale of all or substantially all of GRIT’s assets. The Company may not assign or transfer any or all of its rights thereunder without the prior written consent of GRIT. 
    3. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.
    4. GRIT’s failure to act with respect to a breach by the Company does not waive GRIT’s right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by GRIT under these Terms of Service shall be deemed effective unless delivered in writing and signed by a duly appointed representative of GRIT.
    5. Section headings used in these Terms of Service are for convenience only and shall not affect the interpretation of the Agreement.
    6. By submitting an application to join the Service, Talent affirms and acknowledges that Talent has read these Terms of Service in their entirety and agrees to be bound by all of its terms and conditions. If Talent does not wish to be bound by these Terms of Service, Talent should not submit an application to join the Service.