Terms and Conditions for "Client" users

These Terms and Conditions apply to the relationship between OUTVISE, S.L., with corporate address in Barcelona, Carrer Doctor Carulla 70, 3, 1, and Tax Identification Number B-66.335.647 (“OUTVISE”) and the users (the “Clients”) registered through the website www.outvise.com (the “Website”) with a “client account” for the purpose of requesting consultancy services (the “Service/s”) from any of OUTVISE’s consultants (the “Consultant/s“).

The registering of a user as a Client in the Website will imply his/her full acceptance of these Terms and Conditions, as well as any other applicable terms and conditions set forth in the Website.

Acceptance by the Client will imply that he/she expressly declares to be legally entitled, and has the sufficient capacity, to request services from the Consultants.

OUTVISE reserves the right to modify content and/or scope of these Terms and Conditions at any moment, without any need to notify or advise in advance. Clients are therefore advised to read carefully their content before accepting the Terms and Conditions as it is the liability of the Client to review them every time he/she is engaged to request services from Consultants. Should the Clients not accept these Terms and Conditions, they will not be able to request services from any Consultant, as a consequence thereof, OUTVISE will not assume any kind of obligation or liability.

Signing up

To be registered as a Client, users shall “sign up” for a client account and complete the process by providing all the personal and professional information requested.

Should the user not complete the process or provide all the requested information, he/she shall not be registered as a Client and therefore he/she will not be able to request services from the Consultants.

Adding a Request

In order to start a Project of hiring one or more Consultant/s through Outvise, the Client shall “Add a request” and provide the requirements through the Request Setup Wizard.

Outvise reserves the right to accept or reject any request after evaluating its validity and having considered the means available to fulfill it or cancel it.

Access to Consultants information

Outvise agrees to propose to the client those profiles of Consultants who meet the requirements notified by the Client when adding a new Request.

In order to validate the Consultant’s eligibility, the Client may access information about the Consultant such as previous experience, availability, skills as well as downloading their CV in a digital format for strict reference purposes.

The client is subject to the confidentiality and data protection clauses of this agreement and shall not share or disclose any of the information obtained through the platform except for the explicit purpose of evaluating the consultants eligibility for the requested service. The Client agrees to ensure to delete such information once the negotiation process is finalised and the purposes of this agreement achieved.

Contact with Consultants

All profiles presented are confidential and personal to the Client.

Any Communication by the Client with a proposed Consultant outside the enabled means will render the Client liable to pay Outvise a compensation fee. The Client will not share the profile to a third party which can result in the engagement of the Consultant within 12 months of the date of the proposal of the profile or the date of the end of a Project.

Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause.

Each party may disclose the other party's confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement.

Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause.

Outvise Forum

The Client may access the “Questions” service to post specific pieces of content such as sending questions, replies or interacting with other members of the platform.

Any information posted on any of the available social exchange channels will be subject to the data protection clauses of this contract and shall not be reproduced in any means outside of the platform.

We reserve the right to share, process, review and eliminate any question considered inappropriate, as well as replies or likes.

Fee agreement

The Client and the Consultant are required to use the enabled channels on the platform for all material negotiations prior to agreeing terms and signing a Notification Form.

The Consultant Fee may be fixed or periodical and is agreed by the Client and the Consultant. Where the Consultant Fee is charged on a periodical basis, the Client shall on or before the end of the Project send to Outvise a signed statement summarising the work completed and time spent by the Consultant.

If the Client objects to the claimed time spent by the Consultant, the Client shall inform Outvise as soon as is reasonably practicable and shall cooperate fully, in good faith and in a timely fashion with Outvise to enable Outvise to establish the number of days or hours of work produced by the Consultant.

Fee Payment

The Fees to be paid by the Client as well as, as the case may be, any Expenses arisen within the Services, shall be always paid by the Client to OUTVISE by means of a wire transfer.

Subsequently, OUTVISE will repay the Fees (and, as the case may be, the Expenses) also by means of a wire transfer to the Consultant once OUTVISE has deducted from the Fees the amount of the relevant commission detailed in the Notification Form.

The total amount of the Fees and of the Expenses will consist of the amounts agreed by the Parties and set forth in the Notification Form.

Notwithstanding OUTVISE’s right to terminate the Agreement according to the clause “Termination and effects”, any outstanding amount not duly paid by the Client according to the terms set forth in the Agreement may accrue a default interest at the legal interest rate in force at the moment plus 2%, which shall accrue daily and be settled monthly or before if the outstanding amount has ceased to exist.

Taxes

Any of the amounts set forth in the Agreement do not include VAT or any other applicable tax which shall be separately invoiced at the legal rate in force.

Termination and effects

Each of the Parties shall be entitled to terminate at any moment the Agreement with a thirty (30) calendar days prior written notice to the other Party.

Furthermore, PARTIES shall be entitled to terminate the Agreement, in the following cases:

1. When Client does not pay any of the amounts referred to in section “Fee Payment” above and fails to remedy such breach within ten (10) calendar days from such infringement.
2. When Client commits any other material infringement of the terms and conditions of the Agreement and fails to remedy such breach within ten (10) calendar days from such infringement.
3. When, at useful time, OUTVISE fails to present proper Candidate´s according to Client’s request and necessities.

Notwithstanding the termination of the Agreement, each Party shall remain responsible for any obligation incurred prior to the date of such termination and such obligation shall remain in full force and effect until satisfied pursuant to the terms and conditions set forth herein as though the Agreement had not been terminated.

No competition

During the execution of the Services and within twelve (12) months after Consultant’s unsubscription from the Website, the Client shall not be entitled to directly request consultancy services from the same Consultant except otherwise agreed between OUTVISE and the Client.

1. In the event that the Services detailed in the Notification Form have been finalised and the Client wants to engage the Consultant/s other than through OUTVISE within twelve (12) months after the finalization of the Services, the Client will pay OUTVISE, within a maximum term of thirty (30) calendar days, the amount of the Fees (the “Supplementary Commission”), unless otherwise agreed by the parties.
2. If the Client decides to hire any Consultant as an own employee by means of a labour agreement, the Client shall be obliged to pay OUTVISE the twenty per cent (20%) of the gross annual Salary agreed with the Consultant within thirty (30) days after hiring the Consultant (the “Placement Fee”), unless otherwise agreed by the parties.
3. The previous clause is effective during the assignment and up until 12 months after its termination. If the client wants to hire the expert before this period has expired, the client is required to pay a full-time hiring fee. In the case where commissions have already been paid during that year for the same consultant, these will be deducted from the resulting fee.
4. Clause 1. and 2. apply to any Consultant proposed by OUTVISE to the Client, regardless if the Consultant has been accepted by the Client or not.
5. For each Service requested, the Client shall indicate which Company of its Group will be responsible for payment and invoiced.

Liability & Warranties

By accepting these Terms and Conditions, the registered Client warrants to OUTVISE the following statements:

1. The Services requested by him/her shall not infringe and/or violate any law in force or rights of third parties.
2. He/She has all the sufficient economical and professional capacity and necessary authorisations as well as any other requirements of the law to request a service from an Outvise consultant.

On the other hand, OUTVISE shall not be held liable, under any circumstance, in any of the following events:

1. Against the Client in respect of any damage suffered by the Client in connection with the performance or non-performance by any Consultant or any Services and the Client acknowledges and agrees that its sole course of action in such circumstances shall be against the Consultant.
2. For failure to perform any obligation under this Agreement for so long as and to the extent that the failure is due to causes beyond its reasonable control such as, but not limited to, fire, flood, strike, labour dispute or other industrial disturbance, curtailment of or failure to obtain fuel or electrical power, accident, war (declared or undeclared), embargo, blockage, riot, insurrection or governmental regulation.
3. Any Party shall fully indemnify the non-defaulting Party against any losses or liabilities (including, without limitation any direct or indirect damages, claims, demands, proceedings, costs, expenses, penalties, legal and other professional fees and costs) which may be suffered, incurred or brought against that Party and which arise directly as a result of any infringement caused by the the breach of this Agreement.

Confidentiality

The Client adheres to the Confidentiality Agreement set forth in the Appendix II, and, if the case might be, would also adhere to the one that OUTVISE may have signed with the Client.

The Parties undertake to refrain from disclosing to third parties, without prior written consent form the other Party, any information regarding this Agreement, information concerning their respective know-how within the context of the Agreement or pursuant to the performance hereof, all of which shall have a confidential nature, except (i) in the event that any of the Parties are required to disclose this information in order to comply with any law, court or administrative resolution of arbitration decision; (ii) it is in the public domain or later becomes part of the public domain without any breach by the Party disclosing it; or (iii) it has been legitimately created, supplied, discovered, developed or obtained by one of the Parties without using confidential information of the other Party.

The Parties shall respectively be liable for compliance with the confidentiality obligation contained in this clause by personnel acting on their behalf, and any individuals or entities controlled by them, as well as the Consultants.

The confidentiality obligations contained in this clause shall apply for an indefinite period after the termination of the Agreement.

Personal Data Protection

OUTVISE hereby informs the Client that all the terms regarding the processing and protection of his/her personal data are included in our full Privacy Policy: https://www.outvise.com/privacy

As indicated in the “Signing up” section, it will be necessary for the Client to fill in all the requested information in the forms and interfaces included in the Website. Should the Client fail to complete or partially complete the personal and information data requested, he/she shall not be recorded as a Client and therefore he/she will not be able to request services from the Consultants.

The Client is obliged to provide OUTVISE his/her current personal data, to ensure that the information in OUTVISE’s files is always up-to-date and does not contain mistakes. In any case, the Client will be liable for the veracity of the data provided.

Assignment

The Parties may not assign to a third party, in whole or in part, the rights and obligations assumed by them under the Agreement, without the express prior written consent of the other Party.

Age

The Services are exclusively addressed to professionals older than 18 years of age. Therefore, every time the user provides us his/her personal data, he/she declares that he/she is 18 years old or older, and that he/she is aware that he/she is banned from using the Website under said age. Based on the foregoing, OUTVISE reserves the option to request the Clients, at any time, any documentation evidencing their age. In the event the users do not attend OUTVISE’s request or do not attend it properly, the latter will be entitled to ban him/her the use and/or access to the Website.

Invalidity

Should any clause in these Terms and Conditions be declared totally or partially invalid or ineffective, such invalidity or ineffectiveness will only affect that provision or part thereof which is null or void, and the Terms and Conditions shall remain in force in all other respects, the provision or part thereof that is affected being deemed non-existent. Accordingly, only the invalid or ineffective provision of the Terms and Conditions shall cease to be valid, and no other part or provision of these Terms and Conditions shall be annulled, invalidated or adversely or otherwise affected by such invalidity or ineffectiveness, unless, due to it being essential to the purpose hereto, it unavoidably affects the Terms and Conditions as a whole.

Applicable Law and Jurisdiction

The Terms and Conditions shall be governed and interpreted in accordance with Spanish law.

Any dispute arisen between OUTVISE and the Client shall be settled by the Courts and Tribunals of the city of Barcelona (Spain) and the parties expressly waive any other jurisdictions to which they may be entitled.

APPENDIX I – NOTIFICATION FORM