Candidate terms and conditions.
The following outlines the terms of use of the NS.work website. Before using any of the NS.work services, you are required to read, understand, and agree to these terms.
1. Introduction
1.1 These Terms and Conditions for freelancers or people looking for work on the NS.work platform, referred to as Candidate (“Candidate Terms”). The Candidate Terms regulate your access to and use of the services provided by NoSweat Work Media cc, any subsidiary or holding company of NoSweat Work Media cc, their staff, contractors, agents, directors, shareholders, licensors and/ or licensees (“NS.work”), through the various NS.work platforms, and include, without limitation, websites, web pages, mobile applications, software applications, programmes, and notifications, as provided by NS.work from time to time (“NS Work Platform”), and any and all information, comments, content, data, text, graphics, photos or other materials uploaded, downloaded, viewed, accessed or appearing on the NS.work Platform (“Content”).
1.2. You will hereinafter be referred to as (“you”, “your” and/or “Candidate”)
2. Acceptance of Candidate Terms
2.1 By accessing or making use of the NS.work Platform, including accessing any Content, you agree that you have read and understood these Candidate Terms and agree to be bound by these Candidate Terms, as well as any other policies, guidelines, rules and procedures published by NS.work from time to time.
3. The NS.work Platform and the relationship between the parties
3.1 The NS.work Platform allows you to engage with potential people, organisations and companies that you may engage with and/or be appointed on a limited duration per project basis for the performance of specific outsourced tasks (“Clients”). As such, NS.work, and through the NS.work Platform, acts as a facilitator of the introduction between you and the Client. It is specifically recorded that NS.work may in its sole discretion add or remove certain functionality from the NS.work Platform. On this basis, NS.work has no other obligations to you other than those that are contained in these Candidate Terms, more specifically, to provide you with access to the Client that are registered on the NS.work Platform.
3.2. It is specifically recorded that NS.work similarly has a contractual relationship with the Client in that NS.work introduces the Client to you and may provide the Client with certain additional services.
3.3. You acknowledge and agree that as NS.work merely provides you with a platform to be introduced to potential Clients, NS.work does not employ you or make any promise that you will be appointed or engaged by any Client. In the event that a Client wants to engage with you and/or appoint you then you shall adhere to all the terms and conditions in this document. (“Candidate Terms “). You further acknowledge and agree that as a result you will never be an employee of NS.work nor of the Client, unless the Client appoints you as such formally and the terms and conditions of this document are by written agreement between the parties terminated and specifically superseded by an employment contract.
3.4. The “Candidate Terms” shall be determined by NS.work in their sole and absolute discretion, and shall, only with the written consent of NS.work be amended based on consultation with you and based on your specific requirements. Every engagement by you with a Client shall be as per these “Candidate Terms”. It is specifically recorded that you agree and undertake not to do any work for any NS.work Clients unless you have concluded and/or agreed to the “Candidate Terms”.
3.5. NS.work also cannot accept any responsibility for the truthfulness or accuracy of any information that a Client represents through the NS.work Platform and NS.work is indemnified by you for any direct or indirect damages or losses caused by any misrepresentation of any kind made by a Client.
3.6. NS.work may from time to time offer various paid and additional paid functionality relating to the NS.work Platform, which includes but is not limited to, access to Client Profiles, facilitating your engagement with and/or appointment by a Client and the management of the invoicing and billing processes between you and the Client and management of the content, and execution, of the “Candidate Terms”.
4. Duration, Cost Estimate and Purchase Order
4.1 You will provide a cost estimate (“Cost Estimate”) to NS.work identifying the following information
4.1.1. the nature and scope of the Services and Project as you understand them;
4.1.2. the estimated duration of the Project;
4.1.3. the details of the person that will perform the actual work for the client for the relevant cost estimate;
4.1.4. depending on project billing type, the full project fee OR your applicable hourly, daily or monthly rate at which you wish to be compensated for your proposed work excluding any NS.work fees;
4.1.5. any other details required by NS.work, in NS.work’s discretion from time to time.
4.2. Once the Cost Estimate has been received by NS.work, NS.work shall notify the Client and the Client may accept or reject your Cost Estimate. NS.work shall notify you of the Client’s election as soon as is reasonably possible after receiving same from the Client. In any event the Client shall be afforded 15 days to accept or reject a proposed Cost Estimate from the time that NS.work sends same to the Client.
4.3. In the event that the Client rejects the proposed Cost Estimate from you, then the Parties shall not enter into any agreement and neither party shall have any claim against the other for any damages and or losses, direct or indirect, caused as a result of the failure of the parties to enter into any agreement.
4.4. In the event that the Buyer accepts the proposed Cost Estimate from you then NS.work will issue you with a Purchase Order as per the Cost Estimate save any alterations based on negotiations between you and the Client.
4.5. You will have 48 hours from the date and time that NS.work sends you the Purchase Order to accept or reject your appointment by the Client. NS.work shall notify the Client of your election as soon as is reasonably possible after receiving same from you. In any event you shall be afforded 48 hours to accept or reject the proposed Purchase Order from the time that NS.work sends same to you.
4.6. In the event that you reject the proposed Purchase Order from NS.work then the Parties shall not enter into any agreement and neither party shall have any claim against the other for any damages and or losses, direct or indirect, caused as a result of the failure of the parties to enter into any agreement.
4.7. The consideration payable to you shall be either:
4.7.1. the agreed project fee regardless of time spent as indicated on the NS.work purchase order made out to you;
4.7.2. the hourly rate due to you as indicated on the NS.work purchase order made out to you calculated over each hour that you are appointed by, or engaged with the client;
4.7.3. the daily rate due to you as indicated on the NS.work purchase order made out to you calculated over each day that you are appointed by, or engaged with the client;
4.7.4. the monthly rate due to you as indicated on the NS.work purchase order made out to you calculated over each month that you are appointed by, or engaged with the client.
4.8. The rate described in clause 4.7 will be the rate due to you (“Fees”) and is subject to statutory taxes to be deducted.
4.9. The Fees shall be invoiced to the client (Client) and will include an additional percentage of the rate that is owed by the Client to NS.work:
4.9.1. on a per job or hourly basis depending on the duration of the work, whichever is shorter in the case of hourly rates.
4.9.2. on a per job or daily basis depending on the duration of the work, whichever is shorter in the case of daily rates.
4.9.3. on a per job or monthly basis depending on the duration of the work, whichever is shorter in the case of monthly rates.
5. Invoicing and Payment
5.1 The amount due to you shall be calculated on a per project basis OR hourly, daily or monthly as set out above in 4.7 and will be based on the time sheets submitted by you in respect of the time completed by you for that specific job as set out in clause 6 below.
5.2. The scope of the NS.work Services that you will provide to the client will be set out in a purchase order to you.
5.3. All Fees are payable to you in accordance with the agreed payment terms between NS.work and the Client from time to time and are only payable to you once NS.work has received full payment from the Client.
5.4. Any payment date reflected on your Purchase Order is merely indicative. 5.3 is always in force meaning fees are only payable to you once NS.work has received full payment from the Buyer.
5.5. All Fees exclude any applicable taxes.
5.6. If applicable, no Fee shall be chargeable for absence due to illness, voluntary leave or statutory, public or local holidays.
5.7. In the case of daily fees, absence is deducted on an hourly basis and calculated at the daily rate divided by 8(hours) to arrive at an hourly rate.
5.8. In the case of monthly fees, absence is deducted on an hourly basis and calculated at the monthly rate divided 20(days) days and then divided by 8(hours) to arrive at an hourly rate.
5.9. You shall be responsible for all expenses incurred in the execution of Services contemplated in the Purchase Order unless agreed to by the Client in writing to NS.work.
5.9. You agree that you shall under no circumstances invoice the Client directly, nor request payment from the Client directly, as NS.work shall be responsible for this process. Any queries relating to payment of invoices shall be directed to NS.work and not to the Client. Similarly the Client acknowledges and agree that it shall not at any time make payment directly to you and all Fees payable shall be paid to NS.work.
6. Time sheets
6.1 You undertake to properly and accurately record all hours and time utilised whilst providing the Services to the Client and such information shall be provided in the format as requested by NS.work and/or the Client in their sole and absolute discretion.
6.2. Unless otherwise stipulated in writing by NS.work, you shall submit the time sheet to NS.work by no later than 48 hours following the day in which you have engaged and/or is appointed by the Client
6.3. On receipt of the time sheet submitted by you, NS.work shall forward same onto the Client for approval.
6.4. The Client shall be afforded 2 business days to review and accept the time sheet submitted. In the event that the Client does not reject the time sheet within the 2 business days referred to in this clause, then the Client will be deemed to have accepted the time sheet.
6.5. On acceptance of the time sheet, or on the lapsing of the time period referred to in clause 6.4 above, and in accordance of clause 4.7 above, NS.work will generate an invoice to the Client setting out the Fees payable by the Client to NS.work.
6.6. In the event that there is a dispute between you and the Client relating to the hours recorded on the time sheet then NS.work shall act as an arbitrator in determining the actual hours that should be recorded on a particular time sheet. NS.work’s decision in regard to the actual hours on a particular time sheet shall be final and binding on all the parties and the Client shall be liable to make payment of the invoice generated in respect of that time sheet.
7. Copyright
7.1 You acknowledge and agree that you shall acquire no right, title or interest in any material made available to you by the Client from time to time in whatsoever form (“Material”).
7.2. Save with the written consent of the Client, which consent may be withheld at the sole discretion of the Client, you shall not at any time, copy, duplicate or reproduce in any manner or form, the Material, or any part thereof, or make any adaptations or translations of such Material.
7.3. The copyright in any Material prepared or created by you pursuant to these Candidate Terms shall be the property of the Client, notwithstanding termination hereof, unless otherwise expressly agreed in writing by the Client. You resign all right, title and interest in and to same to the Client. You further undertake, as and when requested by the Client, to execute all such instruments and to do all such things as may be necessary to vest copyright and ownership of such Material in the Client and in the event of you failing to comply promptly with any such request by the Client, it hereby irrevocably nominates, constitutes and appoints the Client to be its agent, with power to sign all such documents and do all such other acts, matters and things as may be necessary to give due and proper effect to the terms of this clause.
8. Duties of the Candidate
8.1 You agree to advise and assist the Client with respect to all aspects of the Services and in the performance of such duties you shall comply with all requests and directions of the Client including, but not limited to ensuring that you at all times adhere to the standard health, safety and security procedures and any other policies, procedures and guidelines (“Client Policies”) applicable to the Client’s personnel, as varied by the Client to from time to time provided that the Client has provided you with copies of same.
8.2. Should the Client at any time have reason to believe that you are failing to comply with such Client Policies, then the Client shall be entitled to deny you access to any or all of the Client’s premises and/or computer systems and networks as the case may be.
8.3. You shall not accept any gifts from any person as an inducement or consideration for doing or refraining from doing anything in relation to the Client’s business and/or affairs.
8.4. Services that you render to the Client in terms of these Talent Terms shall be of a quality that can reasonably be expected of experts in the field in which you render services.
9. Confidentiality
9.1 The Client and Talent must treat and hold as confidential all information which they may receive from the other party or which becomes known to them during the currency of this Agreement (“Confidential Information”).
9.2 The Client and Candidate agree to keep all Confidential Information confidential and to disclose it only to their officers, directors, employees, consultants and professional advisers who:
9.2.1. have a need to know (and then only to the extent that each such person has a need to know);
9.2.2. are aware that the Confidential Information should be kept confidential;
9.2.3. are aware of the receiving party’s undertaking in relation to such information in terms of this Agreement; and
9.2.4. have been directed by the receiving party to keep the Confidential Information confidential and have undertaken to keep the Confidential Information confidential.
9.3.The aforegoing obligations shall not apply to any information which:
9.3.1. is lawfully in the public domain at the time of disclosure;
9.3.2. subsequently and lawfully becomes part of the public domain by publication or otherwise;
9.3.3. subsequently becomes available to the receiving Party from a source other than the disclosing party, which source is lawfully entitled without any restriction on disclosure to disclose such Confidential Information; or
9.3.4. is disclosed pursuant to a requirement or request by operation of law, regulation or court order.
10. Termination of Purchase Order
10.1 Save as otherwise provided for herein, should either the Talent or the Client (“the Defaulting Party”) commit a breach of these Client Terms, and fail to remedy such breach within 14 days of having been called upon in writing by the other party (“the Aggrieved Party”) to do so then the Aggrieved Party may, in its discretion, terminate the agreement on written notice to the Defaulting Party and include NS.work in any communications, in which event such termination shall be without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party occasioned by the termination of these Sellers Terms in terms of this clause.
11. Effect of Termination of Purchase Order
11.1 You shall, within 7 days of termination of these Terms and Conditions with the Client, deliver up to the Client all correspondence, Material and property belonging to the Client which may be in your possession or under your control, or in the possession of any of your personnel or under their control, together with all Confidential Information or copyright works specified in the remaining terms and conditions of this document.
12. Status of the Seller on Termination of Purchase Order
12.1 You are not an employee of the Client, but an independent contractor, and any termination of these Talent Terms with the Client, for whatsoever reason, shall not constitute unfair dismissal nor shall you be entitled to the payment of any redundancy or other compensatory payments on occurrence of the same.
13. Relationship of the parties and Duty of Good Faith
13.1 Nothing in these Terms and Conditions shall be construed as creating a partnership between the Talent and the Client and neither party shall have any authority to incur any liability on behalf of the other or to pledge the credit of the other party.
13.2 The parties shall at all times owe each other a duty of good faith and shall, in all dealings with each other and in respect of the Services observe standards of the utmost good faith.
14. Your NS.work Candidate Entity
14.1 In order to access and make use of the NS.work Platform you must register a Candidate Portal (“Candidate Portal”).
14.2 In order to register a Candidate Portal you must be 18 years of age or older, be lawfully entitled to provide Clients with any services, capable of making use of the NS.work Platform and the NS.work Services and accepting these Candidate Terms.
14.3 When registering your Candidate Portal you will be required to create a username and a password, as well as input other details that are dealt with below under privacy. When creating or registering your Candidate Portal you must:
14.3.1. only create a Candidate Portal for you, and not for, or on behalf of, any other person;
14.3.2. not pretend to be, or misrepresent yourself or your business as any other person; and
14.3.3. not create a username that is the name of any other person, vulgar, offensive or in any way unlawful.
14.4. Any and all information that you supply on the NS.work Platform must be true and correct and you warrant in favour of NS.work and any Clients that the information that you supply relating to your personal information, skills, qualifications and competencies are true and correct.
14.5 Your Talent Entity must be password protected and you are solely responsible for safeguarding your password. NS.work encourages you to make use of an alphanumeric password.
14.6. Your password may not be given to, or used by, any other person other than you and you are solely responsible and liable for the access and use of your Talent Entity.
14.7. As soon as you become aware of the use of your Candidate Portal by any other person you must immediately notify NS.work of such use, in writing, by sending an email to jobguy@ns.work
15. Content
15.1 Any Content that you post, display or share can be accessed and viewed by the public on the NS.work Platform, as well as through third party services and websites.
15.2. You should only provide Content that you know and believe will not infringe the rights of any other person. You are solely responsible for any Content posted, shared or viewable on your Candidate Portal, or on the NS.work Platform, including the use of, or reliance on such Content by other users and any third parties.
15.3. You understand that the Content may be broadcast, distributed, or published by other users and third parties and you specifically warrant and represent that you have the right to submit the Content for such use.
15.4. Any use of, or reliance on, any Content posted via the NS.work Platform or obtained by you through the NS.work Platform is at your own risk.
15.5. You understand that by using the NS.work Platform, you may be exposed to Content, generated by you, users or third parties that might be offensive, harmful, unlawful, inaccurate, inappropriate, mislabelled, or deceptive (“Infringing Content”).
15.6. As soon as you become aware of any Infringing Content being posted, shared, or viewable on your Candidate Portal, or as soon as you receive a request from any other user, or from NS.work, that such Infringing Content should be corrected, deleted or removed from your Candidate Portal, you must immediately correct, delete or remove the Infringing Content. NS.work reserves the right to delete any Content from your Candidate Portal, where such Content is in NS.work’s sole discretion Infringing Content. NS.work cannot take responsibility, or be liable, for any Infringing Content, or the removal or deletion thereof.
15.7. As a result of this you will always remain solely liable for any harm, loss or consequence of the Content, including Infringing Content, that you, or any other person (whether authorised by you or not), have posted, shared or displayed on the NS.work Platform via your Candidate Portal, or otherwise. Under no circumstances will NS.work be liable in any way for any Content, including Infringing Content, and shall not be liable for or any harm, loss or damage of any kind whatsoever incurred by you, or any person at all, as a result of the access of, use of, or reliance on, such Content posted, emailed, transmitted or otherwise made available via the NS.work Platform or elsewhere. As a result, where applicable and in NS.work sole and absolute discretion, NS.work is deemed to be an innocent disseminator of your Content.
16. Your rights and privacy
16.1 You retain your rights to any Content you submit, post or display on or through the NS.work Platform. By submitting, posting or displaying Content on or through the NS.work Platform, you grant NS.work and its licensors a worldwide, fully paid up, non-exclusive, royalty free, sub-licensable license, to use, copy, reproduce, process, adapt, modify, publish, create derivative works from, transmit, display and distribute such Content in any media and/or via any method, including using your details and name in any marketing that NS.work undertakes of the NS.work Platform.
16.2 You agree that this license includes the right for NS.work to provide, promote and improve the NS.work Platform and to make Content submitted to or through the NS.work Platform available to other companies, businesses, organisations or individuals for the broadcast, distribution or publication of such Content on other media and services. You agree, acknowledge specifically consent that the purpose of the NS.work Platform is to enable you to properly promote you and your business to third parties and this requires NS.work to transmit your information, personal or otherwise to such additional third parties to achieve this purpose. This additional use by NS.work, or other companies, businesses, organisations or individuals, may be done with no obligation, whatsoever, to compensate you. Should you have any queries in this regard kindly contact NS.work.
17. Your license to use the NS.work services
17.1 NS.work grants you, as an individual, a personal, worldwide, royalty-free, non-transferable and nonexclusive license to use the NS.work Platform. This license is for the sole purpose of enabling you to use and enjoy the benefits of the NS.work Platform and the NS.work Services, as provided by NS.work and always subject to these Candidate Terms.
17.2 Your access to or use of any information relating to any users or third parties who access or make use of your Content must at all times comply with any and all applicable personal privacy, information and/or data privacy laws, regulations, policies and directives applicable to you. NS.work will not be liable in anyway whatsoever for any non-compliance by you with any applicable personal privacy, information and/or data privacy laws, regulations, policies and directives.
18. NS.work Rights
18.1 All right, title, and interest in and to the NS.work Platform and NS.work Services, but excluding Content provided by you and users, are and will remain the exclusive property of NS.work and its licensors. The NS.work Platform is the intellectual property of NS.work and its licensors and is therefore protected by all manner and forms of intellectual property rights, including, but not limited to trade marks, service marks, design rights, database rights, moral rights, copyright (including all copyright in any designs and computer software), source codes, object codes, know-how, trade or business names and other similar rights or obligations, whether capable of registration or not, but including any right to register same.
18.2 Nothing in these Candidate Terms gives you the right to use the NS.work name or any of the NS.work trademarks, logos, domain names, and other brand information or features.
18.3 Should you provide NS.work with any feedback, comments, or suggestions you provide regarding NS.work or the NS.work Platform, you do so at your discretion and, without any obligation to do so, NS.work is, in its sole discretion, free to use such feedback, comments or suggestions in any manner it wishes.
18.4 You also grant NS.work and its licensors a worldwide, non-exclusive right to use and display your business name, logos and trademarks in any promotional materials, including, but not limited to on the NS.work Platform.
19. Your use of the NS.work Platform
19.1 While you are using or accessing the NS.work Platform and the NS.work Services you may not:
19.1.1. post, share, or provide any false, inaccurate, defamatory or misleading Content via the NS.work Platform or the NS.work Services;
19.1.2. access, tamper with, or use NS.work computer systems, or any technical delivery systems;
19.1.3. test, scan or probe, or introduce any destructive, malicious or backdoor element or code into, any system, Sellers Terms and Conditions of NS.work database or network;
19.1.4. breach, circumvent, or attempt to breach or circumvent any security or authentication protocols, measures or procedures;
19.1.5. access or search or attempt to access or search the NS.work Platform by any means other than through the currently available, published interfaces that are provided by NS.work;
19.1.6. interfere with, or disrupt, the access of any user, host or network.
19.2. As stated above, your use of the NS.work Platform and the NS.work Services is subject to these Candidate Terms and as a result NS.work may cancel and/ or delete your Candidate Portal, as well as any Content, at any time, without notice to you, and without any relief or remedy against NS.work, should NS.work be of the opinion, in NS.work’s sole discretion, that you:
19.2.1. have not complied with or have breached these Candidate Terms; or
19.2.2. could possibly expose NS Work to any form of liability; or
19.2.3. NS.work’s right to provide you with the NS.work Platform or the NS.work Services, or any component thereof is suspended or terminated; or
19.2.4. the provision of the NS.work Platform or the NS.work services is no longer commercially viable.
19.3 NS Work also reserves the right to access, read, save, store, transfer and disclose any information as it reasonably believes is necessary in order to:
19.3.1. comply with any applicable law, regulation, legal process or request;
19.3.2. enforce these Sellers Terms and to investigate potential non-compliance with these Candidate Terms;
19.3.3. detect, prevent, or address fraud, security or technical issues;
19.3.4. respond to your support requests; or:
19.3.5. protect the rights, property or safety of NoSweat.work, users and the public.
19.4. the NS.work Platform is provided “As Is” and “As Available” and your access and use of the NS.work Platform or the NS.work Services is solely at your own risk.
19.5. NS.work may stop providing the NS.work Platform, the NS.work Services, or any features of the NS.work, to you or to users generally without prior notice. NS.work also retains the right to create limits on use and storage at any time without prior notice to you.
19.6.You agree that the NS.work Platform may include advertisements by NS.work or any third parties, which may be targeted to the Content, or other information on the NS.work Platform, submitted by you or others, or queries made through the NS.work Platform.
20. Non Solicitation
20.1 You shall not, other than through the NS.work Platform or without the prior written consent of NS.work, either during, or within 12 (twelve) months of the termination of these Candidates Terms, engage, contract, be employed or otherwise solicit or be solicited for employment whether directly or indirectly, with or by any person who is a Client. To the extent that if you contract, engage or are employed by a Client and NS.work:
20.1.1. consents to any such appointment, you understand and agree that the relevant Client shall pay NS.work a recruitment fee equal to 10% of the your gross annual package or total contract value (including any quantifiable bonuses or incentives and annualised if necessary (if the your engagement is less than 12 (twelve) months) paid by the Client to you (“Gross Package”); or
20.1.2. does not consent to any such appointment, you understand and agree that the relevant Buyer shall, on written demand from NS.work, pay NS.work a recruitment fee equal to 100% of your Gross Package.
20.2.Any amount payable in terms of clause 20.1 above shall be payable within 14 (fourteen) days of commencement of your relationship with the Client
20.3 You undertake and agree that you shall ensure that any Client is aware of the provisions of this clause 20 prior to your engagement with them and that in the event that you do not inform the Client of the provisions of this clause 20 then you acknowledge and agree that you may, in NS.work’s sole discretion, be personally liable to make the payments referred to in this clause 20 to NS.work should NS.work demand same from you.
21. Warranties and disclaimers
21.1 Other than those warranties expressly provided in these Talent Terms, NS.work, its subsidiaries, affiliates, related companies, shareholders, officers, directors, employees, agents, representatives, partners, and licensors (“NS.work Group”) hereby disclaim all warranties, whether express or implied, to the maximum extent permitted under applicable law.
21.2 The NS.work Group makes no warranty and disclaims all liability regarding:
21.2.1. the completeness, accuracy, availability, timeliness, security or reliability of the NS.work Platform or the NS.work Services or any Content;
21.2.2. the deletion of, or the failure to store or to transmit any Content;
21.2.3. whether the NS.work Platform, or the NS.work Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; and
21.2.4. the availability or accuracy third-party websites or resources as well as the Content, products, or services on or available from such websites or resources.
22. Limitation of Liability
22.1 Notwithstanding the form (whether in contract, delict, or otherwise) in which any legal action may be brought, and subject to the rest of these Talent Terms, NS.work's maximum liability for general and/or direct damages for any wilful or negligent misconduct or omission, shall be limited to 50% of the Fees paid by NS.work to you over the period of 2 months preceding the date that the relevant cause of action first arose. Such maximum amount shall be an aggregate amount for any and all claims.
22.2 The NS.work shall not be liable for any loss of profits, goodwill, business, clients, contracts, revenue, investment return, investment performance the use of money, contractual penalties imposed by third parties, anticipated savings or data (whether such loss is direct, indirect, consequential or otherwise); or any special, indirect or consequential loss and such liability is excluded whether it is foreseen, foreseeable, known or otherwise.
22.3 You hereby agree to indemnify, defend and hold The NS.work harmless against any and all damages, claims, costs or losses, whether direct or indirect incurred by NS.work arising out of any action or claim by any user, Client and/or third party in respect of your, or any other person through your Candidate Portal, access, use or misuse of the NS.work Platform, or Content, including, but not limited to any copyright infringement or Infringing Content, as well as any breach by you of the Candidate Terms.
23. Termination
23.1 These Candidate Terms shall continue to apply to your use of and access to the NS.work Platform or the NS.work Services until the earlier of:
23.1.1. You deleting or deactivating your Candidate Entity and no longer making use of or accessing the NS.work Platform or the NS.work Services;
23.1.2. NS.work deleting or deactivating your Candidate Portal;
23.1.3. NS.work ceasing to provide you with the NS.work Platform or the NS.work Services for any reason whatsoever.
23.2. These Candidate Terms may, however, not be terminated by you for so long as you are engaged by a Client.
23.3 Upon termination of these Candidate Terms, you shall immediately cease to use the NS.work Platform and the NS.work Services and shall be liable for any and all outstanding Fees or other amounts owing to NS.work.
23.4. Save as otherwise provided for herein, should either Party (“the Defaulting Party”) commit a breach of these Candidate Terms, and fail to remedy such breach within 14 days of having been called upon in writing by the other Party (“the Aggrieved Party”) to do so then the Aggrieved Party may, in its discretion, terminate these Candidate Terms on written notice to the Defaulting Party, in which event such termination shall be without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party occasioned by the termination of this Agreement in terms of this clause.
23.5 NS.work shall at all times have the right to change, limit or discontinue the provision of the NS.work Platform or the NS.work Services, or components thereof, without prior notice to you and without any recourse or remedy against NS.work.
24. Interpretation and General Terms
24.1 The rule of construction that an agreement shall be interpreted against the party responsible for the drafting or preparation thereof, shall not apply.
24.2 The term “including” (or any derivation thereof) shall mean “including, without limitation” (or as appropriate based on the derivative used in the particular context). Where the term “including” (or any derivation thereof) is used followed by specific examples, such examples will be interpreted to be illustrative only and shall not be construed as limiting the meaning of the general wording preceding it. Accordingly the eiusdem generis rule shall not apply
24.3 Terms other than those defined within these Candidate Terms will be given their plain English meaning, and those terms, acronyms, and phrases known in general commercial or industry specific practice, will be interpreted in accordance with their generally accepted meanings.
24.4 These Candidate Terms constitutes the entire agreement between you and NS.work in respect of the subject matter hereof and NS.work shall not be bound by any undertakings, representations, warranties or promises not recorded in these Candidate Terms.
24.5 NS.work shall be entitled to sub-contract any part or all of its obligations in terms of these Candidate Terms to third parties.
24.6 No variation or waiver of any of the terms and conditions of these Candidate Terms will be binding or effectual for any purpose unless expressed in writing by a duly authorised representative of NS.work, and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of NS.work in exercising any right, power or privilege contained herein will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
24.7 NS.work may at any time and in their sole and absolute discretion amend, vary or alter these Candidate Terms (“Amended Terms”) and shall republish the Amended Terms to NS.work website. Your continued access and/or use of the NS.work Platform and/or the NS.work Services will be deemed to be your acknowledgement and acceptance of the Amended Terms.
24.8 Should any of the terms and conditions of these Talent Terms be held to be invalid, unlawful or unenforceable, such terms and conditions will be severable from the remaining terms and conditions which will continue to be valid and enforceable. If any term or condition held to be invalid is capable of amendment to render it valid, NS.work will publish an amendment to remove the invalidity.
24.9 Any notice required to be given hereunder shall be sufficiently given to you if delivered and received by you at your principal place of business, as recorded by you on your Talent Entity. Every notice shall be deemed to have been received and given at the time when in the ordinary course of transmission it should have been delivered at the address to which it was sent.
24.10 Irrespective of whether or not these Candidate Terms have been terminated lawfully of not, the provisions of all clauses shall continue to apply independently and indefinitely.
24.11 These Candidate Terms will be governed by and construed in accordance with the law of the Republic of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with such law.
