- Working Agreement
- Avansai Service Fees
- Eligibility and Membership
- Provision of the Site by Avansai
- Use of the Site by You
- Consent to Use Electronic Records
- Keeping Your Email Address Current with Us
- Participation in News, Events, Submissions and Comments
- Grace Period
- Avansai Billing and Payment Terms
- Click-Through Agreements
- Links to Third-Party Sites
- Privacy and Personal Information
- Ownership of Intellectual Property Rights
- Intellectual Property Infringement
- Third-Party Information
- No Warranty
- Limitation of Liability
- Obtaining Avansai's Consent
Table of Contents
- Avansai provides referral services to introduce Clients and Candidates with the goal of facilitating the conclusion of Consulting and Employment agreements.
- All profiles are anonymous and personal information will only be shared between Avansai Users with your consent, except in case of a merger, sale, acquisition or to comply with the law.
- Avansai is a proprietary referral platform and each time an Avansai User is identified, a Non-Circumvention period of 180 days is applied.
- Employee positions filled with Avansai services are guaranteed to meet our Clients’ satisfaction during a Grace Period.
- The Avansai Service Fees are only charged to our Clients after a Candidate is hired or a Consulting Agreement is entered into.
- User accounts may be closed at our discretion.
Welcome to https://avansai.com. Avansai Solutions Inc., also known as Solutions Avansai and doing business under the name Avansai ("Avansai", “we”, “us” or “our”), provides website features and other products and services to you when you visit https://avansai.com (the “Site”), use Avansai products or services, or use software provided by Avansai in connection with any of the foregoing (collectively, "Avansai Services"). Avansai provides the Avansai Services subject to the conditions outlined below.
BY USING AVANSAI SERVICES, YOU AGREE TO THESE CONDITIONS. PLEASE READ THEM CAREFULLY.
The contents of the Site include, without limitation, all information, data, products, materials, services, software applications and tools, design elements, text, images, photographs, illustrations, audio and video contents, artwork, and graphics contained therein or otherwise made available to you in connection therewith (collectively the “Contents”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term “Site” includes all of the Contents.
The Terms do not alter in any way the terms and conditions of any other agreement you may have with Avansai, unless otherwise agreed to in writing with Avansai. If you breach any of these Terms, your authorization to use the Site automatically terminates, and you must immediately destroy any Contents in your possession and discontinue all use of the Site.
Avansai reserves the right to amend, modify and supplement these Terms from time to time as it sees fit with additional terms and conditions that govern certain information and Avansai Products made available to you via the Site (the “Additional Terms”). By accessing and using the Site, you accept and agree to comply with and be bound by such Additional Terms. Please review these Terms from time to time to ensure that you are aware of and understand any Additional Terms. You will be notified of any changes to these Terms and of any Additional Terms.
- Account means the account created on the Site upon registration.
- Billing and Payment Services means the invoicing, billing, payment and accounting services provided by Avansai for any of the Services delivered to the Clients.
- Candidate means a User who completes a Professional Profile with the purpose of getting introduced to Clients, who provides a Client with their services or accepts an offer related to a Work Opportunity, extended by a Client.
- Client means a User who requests introduction to Candidates, or who hires Candidates related to Work Opportunities.
- Client’s Acceptance of Services means, with respect to an invoice, a transfer of funds by the Client to Avansai as payment for such invoice.
- Consultant means a Candidate who is employed externally by a Client through Avansai Services to provide services as agreed in a Consulting Agreement.
- Consulting Agreement means an agreement between a Client, a Consultant and Avansai for Consulting Services offered by the Candidate to the Client.
- Consulting Offer means an offer extended by a Client to a Candidate regarding a Consulting Agreement.
- Consulting Opportunity means a consulting position created by a Client to get introduced to relevant Candidates with the intention of expanding their workforce through the use of consulting services.
- Consulting Schedule means a contract between a Client and Avansai to specify the consulting terms in effect under a specific Consulting Agreement.
- Customer Support means employees paid by Avansai who have been specially trained to answer User requests.
- Employment Agreement means an agreement between a Client and a Candidate upon acceptance of an Employment Offer between these two (2) parties.
- Employment Conversion means the action of converting a Consulting Agreement to an Employment Agreement.
- Employment Offer means an offer extended by a Client to a Candidate regarding an Employment Agreement.
- Employment Opportunity means an employment position created by a Client to get introduced to relevant Candidates with the intent to hire.
- Grace Period means a period of time during which a Client may terminate the employment of an employee hired through Avansai without being required to pay the Service Fees.
- Introduction means the action of identifying any User, being identified by any User, or contacting a User regarding a Work Opportunity.
- Professional Profile means the collection of information representing the professional experience, credentials, interests and other relevant information of a Candidate.
- Position means a role assumed by a candidate after entering into a Work Agreement.
- Service Agreement means a contract between a User and Avansai upon acceptance of the Terms, as outlined in Section 4.
- Service Fees means any fee, including membership fees, owed as a result of using Avansai Services.
- Services means all services that are offered by Avansai.
- Site means the website operated by Avansai located at https://avansai.com or any replacement URL.
- User means anyone who uses Avansai Services, including Clients and/or Candidates.
- User Content means any content that has been created or posted on the Site by any User.
- Work Agreement refers to an Employment or a Consulting Agreement.
- Work Opportunity refers to an Employment or a Consulting Opportunity, created by a Client.
Avansai is an online marketplace where Clients search for and manage sourcing Candidates to hire for open positions.
On the Site, Clients create profiles, post Work Opportunities, search for Candidates, communicate with Candidates, conduct interviews with Candidates, extend Employment Offers or contract with Candidates, manage opportunities, leave private feedback regarding Candidates, and pay for recruitment and/or Avansai Services.
Candidates create and maintain Professional Profile, assess relevant Work Opportunities, get notified for new Work Opportunities, interview with Clients, obtain Employment or Consulting Offers, leave private feedback regarding Clients, and sign Employment and/or Consulting Agreements with Clients and Avansai.
Avansai provides Clients with permanent placement and contractual services, including the searching, recruitment, interviewing and screening of Candidates for permanent employment and services.
- Candidates agree to register their Professional Profile accurately by using the Site. Candidates agree that Avansai may contact them by way of automated notifications, emails, or phone calls to present them with Work Opportunities and career advice relevant to their Professional Profile. The Candidate authorizes Avansai to contact the references they have submitted to confirm their work experience. The Candidates agree not to use Avansai with the purpose of seeking Work Agreements without the involvement of Avansai. Any Introduction made through Avansai, is subject to the Non-Circumvention terms outlined in section 13 of this Agreement.
- Clients agree to use Avansai’s services to source Candidates for their open positions, using the Services and by engaging directly with Avansai’s representatives. The Clients agree that Avansai may provide insight and recommendations to improve their internal hiring process. Clients agree not to use Avansai with the purpose of entering into Work Agreements with Candidates without the involvement of Avansai. Any Introduction made through Avansai, is subject to the Non-Circumvention terms outlined in section 13 of this Agreement. The Clients and Avansai both agree that Avansai may continue recruiting potential Candidates who may not be a Candidate at the creation of the Work Opportunity.
- Avansai shall provide the Client with permanent placement and/or consulting services, including the search, recruitment, interviewing and screening of Candidates for permanent employment or contractual positions, as directed by the Client. Avansai agrees to provide recruitment services to Clients and be supportive of Clients throughout the entire recruitment process for their Work Opportunities. Prior to referring any Candidate for Work Opportunities to Clients, Avansai will require Candidates to complete their Professional Profile, as a means to pre-screen Candidates and to facilitate finding relevant Candidates from our database.
Avansai Service Fees
- Membership Fee. Avansai reserves the right to charge a membership fee, which may change from time to time. The current membership fee can be found on our Pricing page.
- Service Fee. Avansai makes the Avansai Services available to enable Clients and Candidates to contract between themselves. Unless specifically agreed in writing, Avansai does not perform any work for Clients other than the Avansai Services. Avansai does not claim to be qualified to perform work in any field. Avansai creates, hosts and maintains the Avansai Services for Clients and Candidates to use. No Candidate must share any of his or her compensation with Avansai whatsoever. Service fees are different depending on the Work Agreement:
- Employment Agreements. Avansai charges Clients a Service Fee when a Client enters into an Employment Agreement with a Candidate introduced by Avansai. The Service Fee is invoiced by Avansai and is charged to the Client. Payments must be made in full by the Client no later than thirty (30) days after the Candidate’s first work day. The Service Fee that Avansai earns and that the Client agrees to pay is meant to cover operational costs incurred for providing Avansai Services. Avansai shall, in its sole discretion, determine the Service Fee amount. The Service Fee is subject to change from time to time. The current Service Fee for Employment agreements can be found on our Pricing page.
- Consulting Agreements. For Consulting Agreements, the Service fees and payment schedules are defined separately in the Consulting Agreement and Consulting Schedules.
Client Payment Processing Fee. General payment processing fees are included in the Service Fee unless specified or agreed otherwise between Avansai and the Client. Any payment incurring additional processing fees will be charged back to the Client.
We reserve the right to change membership fees, Service Fees, processing fees or any other fee that may be charged by Avansai at any time, at the sole discretion of Avansai, and upon reasonable notice posted in advance on the Site. No refunds of fees already paid will be given.
Eligibility and Membership
- Eligibility. Avansai is only available to individuals and legal entities who can form legally binding contracts. By becoming a User, you agree to accept all of the terms and conditions in, incorporated by reference in, and linked to, these Terms. By becoming a User, you agree to:
- abide by the Terms and any Additional Terms, the processes, procedures, and guidelines described throughout the Site;
- be financially responsible for your use of the Site and the purchase or delivery of the Avansai Services; and
- perform your obligations as specified by any agreement that you enter into, unless such obligations are prohibited by law, by the Terms or any Additional Terms.
- Avansai reserves our right, at our sole discretion, to refuse, suspend, revoke or terminate your access to the Site and Avansai Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates these Terms, or at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.
- Registration. To become a User and to access the Avansai Services you must register for an Account. You agree to provide true and complete information during the registration process and to update this information to maintain its accuracy and completeness. During the registration process you will be asked to choose a password for the Account. As a User, you agree that you are entirely responsible to safeguard and maintain the confidentiality of the password you use to access this Site. You authorize Avansai to assume that any person using the Site with your Account, using your password, is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account.
- Candidate Profile. To register as a Candidate, you must be authorized to work in the jurisdiction where you intend to work and accurately identify your qualifications as such in the Professional Profile section.
- Client Profile. To register as a Client, you must be authorized to represent the entity that is looking to offer Work Opportunities and you must represent an entity that is authorized to employ Candidates to work in the jurisdiction where the work is performed.
- Accounts and Profiles. Once you have registered with the Site as a User, you may create a profile under your Account, in accordance with Section 6.4 or Section 6.5 of the Terms.
- Membership. Some features of the Site are only available after Users have confirmed their identities to help prevent identity theft. Avansai is not allowed to bill any of its Users unless there is an Employment Agreement or Consulting Agreement. Avansai reserves their right to charge a membership fee. Membership benefits and fees may change from time to time at the sole discretion of Avansai and upon reasonable notice posted in advance on the Site. If we exercise our right to cancel a membership as provided under the Terms, at any time, we will not refund any membership fees already paid.
Users and Avansai
General. Avansai is not a party to the dealing, contracting and fulfillment of any Employment Agreement between a Client and a Candidate. It is entirely up to you to: (i) evaluate the credentials or qualifications of a Client or a Candidate; and (ii) determine whether a particular Client or Candidate meets your requirements.
AVANSAI HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF ANY SERVICES PERFORMED OR DELIVERABLES CREATED, ADVERTISED, THE TRUTH OR ACCURACY OF OPPORTUNITY LISTINGS, THE QUALIFICATIONS, BACKGROUND, OR ABILITIES OF REGISTERED USERS, THE ABILITY OF CANDIDATES TO PERFORM SERVICES, THE ABILITY OF CLIENTS TO PAY FOR SERVICES, OR THAT A CLIENT OR CANDIDATE CAN OR WILL ACTUALLY SATISFY AN EMPLOYMENT AGREEMENT.
Avansai is not responsible for and will not control the manner in which a Candidate operates and is not involved in the hiring, firing, discipline or working conditions of the Candidate. All rights and obligations in the execution of the Employment Agreement are solely between a Client and a Candidate. Avansai will not provide any Candidates with any materials or tools to complete any work. Clients and Candidates must look solely to each other for enforcement and performance of all the rights and obligations arising from the Employment Agreement and any other terms, conditions, representations, or warranties associated with such dealings.
Avansai is a technology platform where Clients and Candidates can identify each other, present Work Opportunities and showcase their Professional Profiles, respectively, for the purpose of the recruitment of skilled professionals. Subject to the terms outlined herein, Avansai provides the Avansai Services to Clients and Candidates, including hosting and maintaining the Site, processing certain payments and enabling the conclusion of Employment Agreements.
Agency. This Agreement and any registration for or subsequent use of the Site by any User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Avansai, except and solely to the extent expressly stated.
- Employment Agreements.
- Employment Offer. The engagement, contracting and management of an Employment Agreement are between a Client and a Candidate. If a Client and a Candidate agree on terms of employment, an Employment Agreement is formed directly. Upon acceptance of an Employment Offer, the Client agrees to hire, and the Candidates agree to deliver, the services and related deliverables in accordance with the following agreements: (a) the Employment Agreement, including the employment description, and other terms and conditions as communicated between the Client and the Candidate on the Site or otherwise, including but not limited to scope of work required, benefits, timelines and termination clauses, (b) these Terms, and (c) any other content uploaded to the Site by Avansai (collectively the “Work Agreement”). You agree not to enter into any contractual provisions in conflict with the Terms. The Terms supersedes any and all agreements Users may enter into. In case of contradiction between agreements, the Terms shall prevail. The Client is responsible for managing, inspecting, accepting and paying for services and deliverables performed by the Candidate in accordance with the Employment Agreement. The Candidate is responsible for the performance and quality of the services in accordance with the Employment Agreement. The Client and theCandidate each covenant and agree to act in good faith and fair dealing in performance of the Employment Agreement.
- Employer-Employee Relationship. The Client and the Candidate each acknowledge and agree that their relationship is an employer-employee relationship. The Candidate shall perform services and nothing in the Terms shall be deemed to create a partnership, joint venture, or agency between a Candidate and a Client or between Avansai and Users.
- Consulting Agreements.
- Consulting Schedule. Upon acceptance of a Consulting Schedule , Avansai agrees to provide a Consultant to supplement the Client’s existing workforce on a temporary basis. The Consulting Schedule provides Additional Terms agreed upon between the Client and Avansai for the specific Work Opportunity.
- Independence. The Client and the Consultant each acknowledge and agree that their relationship is that of independent parties. The Candidate shall perform services and nothing in this Agreement shall be deemed to create a partnership, joint venture, or employment between a Consultant and a Client.
- Agency. The Consultant and Avansai each acknowledge and agree that their relationship is that of an agency relationship. The Consultant shall perform services representing Avansai as the supplier of Avansai Services to the Client, and nothing in the Terms shall be deemed to create a joint venture, or employment relationship between the Consultant and Avansai.
- Supplier. The Client and Avansai each acknowledge and agree that their relationship is that of an independent supplier of services. The Client shall receive Avansai’Services, and nothing in the Terms shall be deemed to create a partnership, joint venture, or employment between the Client and Avansai.
- Full Disclosure. Before entering into any agreement, Candidates and Consultants are required to disclose to Avansai and the Clients a copy of any restrictive agreement (non-competition agreement, non-solicitation of customers agreement, confidentiality agreement, inventions agreements, etc.) that would prevent them from accepting the Terms.
Provision of the Site by Avansai
You acknowledge and agree that the form and nature of Avansai Services may change from time to time at our sole discretion. You will be notified via email.
You acknowledge and agree that Avansai may stop (permanently or temporarily) providing the Site (or any features within the Site) to you or to Users in general, at Avansai’s sole discretion, without prior notice to you. You may stop using Avansai Services at any time. You do not need to inform Avansai when you stop using the Site or any of its features.
You acknowledge and agree that if Avansai disables access to your account, you may be prevented from accessing the Site, your account details or any files or other content which is contained in your account.
Use of the Site by You
Your use of the Site is subject to all applicable local, provincial, state and federal laws and regulations. You may not use, allow, or enable others to use the Site, or knowingly condone use of the Site by others, in any manner that is, attempts to, or is likely to:
- be obscene, fraudulent, defamatory, libelous, indecent, discourteous, racially or ethnically offensive, harassing, threatening, abusive, pornographic or discriminatory;
- affect us adversely or reflect negatively on Avansai, our goodwill, name or reputation or cause duress, distress, or discomfort to us or anyone else, or discourage any person, firm, or enterprise from using all or any portion, features, or functions of the Site, or from advertising, linking, or becoming a supplier to us in connection with the Site;
- send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming” and “phishing”;
- transmit, distribute, or upload content or programs that contain any viruses, Trojan horses, worms or other disabling devices or harmful components intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information;
- modify, disrupt, impair, alter, or interfere with the use, features, functions, operation, or maintenance of the Site or the rights or use and enjoyment of the Site by any other user;
- advocate or encourage any illegal activity;
- infringe upon or misappropriate the copyright, patent, trademark, trade secret, publicity rights or other intellectual property or proprietary rights of Avansai or any third party;
- violate the privacy of any individual, including users of the Site; or
- violate any applicable local, provincial, state or national laws or regulations (anywhere in the world).
In order to access certain products and services or as part of the account registration process, you may be required to provide information about yourself (such as identification or contact details). You agree that any registration information you give to Avansai will always be accurate, correct and up to date.
Unless you have been specifically permitted to do so in a separate agreement with Avansai, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Contents or any Avansai products and services for any purpose.
Consent to Use Electronic Records
In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.
Keeping Your Email Address Current with Us
In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by using the Contact us form.
Participation in News, Events, Submissions and Comments
The Site encourages Users to submit and share content through certain sections of the Site. Throughout the Site, Users can submit and share User Content such as, but not limited to, comments, Professional Profiles, Work Opportunities, resumes, internal notes about other Users, contact information.
You retain ownership rights in or to your User Content. By submitting User Content to the Site, you grant Avansai a perpetual, non-exclusive, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, distribute, print and publish the User Content.
You agree and understand that any User Content you post or provide may be viewed by the general public and will not be treated as private, proprietary or confidential.
- User Provided Content. You acknowledge and agree that if you submit any User Content to the Site you will be solely responsible for such User Content. Avansai will not be liable in any way for any such User Content submitted. You further agree that you will not:
- submit any User Content which is harassing, abusive, threatening, harmful, libelous or defamatory, encourages conduct that could constitute a criminal offense or give rise to civil liabilities, or is unlawful in any other way.
- submit any User Content protected by intellectual property laws or by rights of privacy, unless you own the rights thereto or have received all necessary consents. You shall be solely liable for any damage resulting from any infringement of copyright, trademark or other proprietary rights;
- submit any User Content which contains a virus or other harmful components;
- engage in activity that interferes with or disrupts the use of the Site by other users;
- submit any User Content that encourages any illegal activities, or provides guidance or instructional activities about such illegal activities;
- make any false representation, including impersonation of any person or entity or misrepresentation of your affiliation with any person or entity; or
- make use of any User Content for commercial purposes, such as advertising any products or services, reselling or publishing the information posted or transmitted.
- User Provided Content Policies. When submitting any User Content in any form to the Site, whether it be via message services, events, news, or comments, you are solely responsible for the content of any comments you make. You agree that no comments submitted by you to the Site will:
- violate any right of any individual, group, community or business, including but not limited to copyright, trademark, privacy, or other personal or proprietary rights;
- be libelous or contain libelous or other otherwise unlawful, slanderous abusive, or obscene material, or constitute the misappropriation of trade secrets of any third party;
- disparage the products or services of any third party; or
- contain any personal information (other than your user name).
Avansai does not pre-screen, monitor or edit the User Content posted or submitted to the Site. However, Avansai reserves the right to edit, limit or remove any such User Content in its sole discretion. Notwithstanding, you shall remain solely responsible for any User Content you submit or post.
When participating in any publicly posted User Content on the Site, you may be exposed to User Content that is inaccurate, incomplete or unsuitable. The nature of the Site is to allow opinions and ideas, without infringing on others' rights. Please notify Avansai (with the contact information posted at the bottom of this document) of any illegal or inappropriate User Content, and Avansai will take appropriate action. Avansai will ensure that any offending comments are removed, and take appropriate action against the offender. Avansai will not be responsible for the User Content or accuracy of any information, and shall not be responsible for any acts taken or decisions made based on such information.
Avansai may establish procedures and practices relating to the use of and participation in the Site. Such procedures and practices may include limitations on the number of entries and the size of files that may be submitted, limitations on the number and type of User Content submitted at any given time and the number of days content will be saved before deletion. Avansai will not be responsible for any User Content deleted by Avansai or otherwise, or for your inability to submit any User Content.
- Employment Agreement: If a Candidate hired by a Client voluntarily resigns or is dismissed within ninety (90) days after commencement of the Candidate’s employment with the Client, Avansai will refund any and all Fees paid by the Client to Avansai, unless the Candidate is dismissed due to a layoff, a reduction in workforce, a lack of funding, project completion, or any other reason not related to the qualifications of the Candidate. In the event of a dismissal, Avansai maintains the right to review the termination letter and the personnel file before refunding the Fees, provided that Avansai obtains the Candidate’s consent for such a review. Avansai is not liable to cover any other expenses or salaries that have been incurred by the Clients within the Grace Period.
- Consulting Agreement: Avansai does not offer a Grace Period for work performed under a Consulting Agreement. Should a Candidate not meet the Client’s expectations, Avansai Representatives will assess the situation in the best interest of the Client.
You acknowledge and agree that the Service Fee charged to Clients and described in Section 5 represents the fee for making Avansai Services available to you. Avansai will only charge a Service Fee when a Client and a Candidate enter into an Employment Agreement or a Consulting Service Agreement.
You agree that you will make any required payment in accordance with the Billing and Payment Terms below every time you sign an Employment or Consulting Agreement which is the result of a relationship established with another User through the use of Avansai Services, in accordance with the Non-Circumvention Period as defined below.
- Non-Circumvention Period.
- The Non-Circumvention period, as defined in this section, is established to 180 calendar days from the commencement of a Consulting Agreement. After 180 calendar days from the commencement of the Consulting Agreement, Employment Conversion may occur without the payment of a Conversion Fee (as defined below).
- A new Non-Circumvention period will apply each time:
- you are involved in an Introduction with a User of Avansai, or once you sign a Work Agreement with any User;
- you end a Consulting Agreement with any User, including for the purpose of an Employment Conversion.
- The Non-Circumvention period will apply irrespective of whether you (i) worked on or are working on another Position with the same User; or (ii) you previously identified or were previously identified by the same User.
- You therefore may be subject to more than one Non-Circumvention Period at the same time with different Users.
- The Non-Circumvention period is established to 180 calendar days.
- The Non-Circumvention period will apply even if your Account was terminated.
- What you are not allowed to do. You agree that you will not take any action that, directly or indirectly, circumvents or avoids the Service Fee, including, but not limited to:
- disclosing a User’s identity or providing privileged information to any other User or third-party for the purpose of, or which has the effect of, circumventing or avoiding the Service Fee;
- submitting proposals or soliciting parties identified through Avansai Services to contact, hire, or work with, which has the effect of circumventing or avoiding the Service Fee;
- accepting proposals or soliciting parties identified through Avansai Services to contact, deliver services, invoice, or receive payment, which has the effect of circumventing or avoiding the Service Fee;
- in any way disclosing a User’s identity in violation of the Non-Circumvention clause;
- reporting the Compensation of an Employment Agreement or Offer in an amount lower than that which was actually agreed to between a Client and a Candidate;
- re-hiring a Candidate who has been deemed unsuitable following the termination of their Employment Agreement before the end of the Grace Period, which has the effect of circumventing or avoiding the Service Fee;
- carrying out an Employment Conversion without Avansai’s consent;
- ending a Consulting Agreement and entering into a new Consulting Agreement with the same Users without Avansai’s consent.
- You will be liable for any lost revenue or fees suffered by Avansai as a result of any action taken by you or by a third-party to whom you have disclosed a User’s identity or provided privileged information to, that results in the circumvention of the Service Fee.
- Conversion Fee. Notwithstanding the aforementioned provisions, Users bound by a Consulting Agreement may proceed with an Employment Conversion during a Non-Circumvention Period in accordance with this section, subsection 13.4.
- The Client will notify Avansai of its intent to proceed with an Employment Conversion and to pay the Conversion Fee. This notification must include the names of all parties involved
- The Client will pay Avansai the Conversion Fee in accordance with the Billing and Payment Terms as outlined below. Upon receipt of the payment by Avansai, the Client will be free to enter into an Employment Agreement with the involved Candidate.
- The standard Conversion Fee is 20% of the Candidate’s base annual income. Should a Consulting Agreement contain its own Employment Conversion provisions, then the terms of the Consulting Agreement shall prevail over these terms.
- Your commitment during the Non-Circumvention Period.
- As a Client, you agree to issue all Service Fee payments, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the Services or any associated fees, regarding your or anyone else’s use of Avansai Services. You agree to notify Avansai immediately if a Candidate solicits payment from you in any way to circumvent or avoid Avansai Service Fees.
- As a Candidate, you agree not to circumvent the Services of Avansai or any associated fees, regarding your or anyone else’s use of Avansai Services. You agree to notify Avansai immediately if a Client seeks to pay you or make you an offer in any way to circumvent or avoid Avansai Services or the Service Fees.
- Circumvention Fees. Any breach of the Non-Circumvention clause of this Agreement will force Avansai to apply one of the following Circumvention Fees as compensation for the loss it incurred:
- For an Employment Agreement between the Users
- If the Service Fee was partially circumvented, the fee is calculated as the amount of the incurred loss plus 25% of this amount.
- If the Service Fee was completely circumvented, the fee is calculated as 25% of the Candidate's annual base salary.
- For a Consulting Agreement between the Users, Avansai shall, at its sole discretion, chose between the following options:
- A fee of 25% of the Candidate’s total billing retroactive from the start date of the Consulting Agreement. After that, future billing will go through Avansai Payment and Billing services with a Service fee of 25%; OR
- a flat fee of $25,000, and Account terminations.
- For an Employment Agreement between the Users
- Your commitment as an Avansai User. If you are aware of a breach of the foregoing prohibitions, or any potential circumvention of the Avansai Service Fees, you must submit a confidential report by using our Contact us form.
Avansai Billing and Payment Terms
- Avansai Invoices. Avansai is required to issue invoices that enable Clients to make payments for Services.
- Employment Agreement. A Client must complete and submit an Employment Agreement to Avansai for each and every hired Candidates in accordance with the Employment Offer details (e.g., scope of work required, work conditions and benefits, timelines, etc.) described in the Employment Agreement. The Client will provide Avansai with a list of items, including, but not limited to, total compensation, benefits, work conditions, and description of Work(s), that will be included in the Employment Agreement (“Employment Agreement Details”). Avansai will then bill a Service Fee and submit an invoice to the Client. The Client shall submit the payment specified in the invoice (“Payment”) to Avansai within 30 days of the signature of the Employment Contract. The Candidate will be paid directly by the Client, as per the Employment Agreement.
- Consulting Agreement. Under a Consulting Agreement, a separate contract is agreed between the Client and Avansai in a Consulting Schedule. All billing and payment terms for a given Consulting Agreement are defined in the Consulting Schedule under the specific Consulting Agreement. The Client shall submit the payment specified in the Invoices from Avansai within 30 days. Avansai will pay the Consultant upon receiving the Client’s payment.
- Taxes: You agree to comply with all local and national applicable taxes. You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided. The taxes will be added to fees billed, if applicable. You must also comply with your obligations under income tax provisions in your jurisdiction.
- Invoice Disputes. If a Client reasonably disputes any Invoice, the Client will pay all undisputed amounts within the time frames specified above and the parties will cooperate to verify any disputed amounts. Any invoice amounts reasonably disputed by a Client will not be payable until such dispute is resolved. Under no circumstances does Avansai have an obligation to resolve any dispute.
- Authorized Payments are Final. Payments once authorized are final when you use the Avansai Billing and Payment Services as this constitutes your agreement to pay for any amounts which you authorize us to retain from transactions and, as appropriate, charge to your credit card, bank account, or PayPal account. When a Client’s Acceptance of Services has occurred, (i) Avansai shall have no further liability to any party with respect to Payment for such services, (ii) The Client acknowledges that Avansai has provided a complete service in respect of the payment made by Client for the Assumed Payment Liability or Invoice, as applicable and (iii) The Client hereby releases Avansai from any and all liability with respect to such Payment.
- Fraudulent Transactions; Erroneous or Duplicate Transactions; Chargebacks. Avansai reserves the right to seek reimbursement from you, and you will reimburse Avansai, if Avansai submits an erroneous or duplicate transaction, receives a chargeback or reversal from any Client’s credit card, bank account, or PayPal account for any reason. You agree to and acknowledge Avansai’s right to investigate any and all transactions for fraud. Further, you agree to cooperate with any reasonable requests made by Avansai in an effort to investigate fraud. You agree that Avansai has the right to obtain such reimbursement by charging your Account, deducting amounts from future transfers, charging your credit card or any bank account associated with your Account, or obtaining reimbursement from you by any other lawful means, including using a third party collection agency. Failure to pay for reimbursements of a chargeback or a reversal of payment is cause for termination of your Account.
- Currency. The Avansai Billing and Payment Services operate in Canadian Dollars and therefore Avansai is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than Canadian Dollars, nor is Avansai responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your bank account, credit card or PayPal account.
- Agreement to Pay. If, for any reason, Avansai does not receive payment for any amounts that you have authorized to be paid through your use of the Avansai Billing and Payment Services, you agree to pay such amount immediately upon demand by Avansai. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by Avansai in collecting from you the authorized but unpaid amount. In such case, Avansai may, at its option, stop processing any further payments made by you and apply any amounts then held by Avansai on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the Avansai Billing and Payment Services. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
- Legal Relationship.
- Avansai is not your agent with respect to any funds that have been transferred to Avansai for any Assumed Payment Liabilities.
- By using the Avansai Billing and Payment Services, you expressly acknowledge that (a) Avansai is not acting as a trustee or a fiduciary of Clients or Candidates and that the Avansai Billing and Payment Services are provided to registered Users administratively; (b) Avansai is not a “financial institution” as defined under the Bank Secrecy Act (BSA) and the Avansai Billing and Payment Services are payment services rather than banking services; (c) Avansai is not a bank and any payments transferred through Avansai are not insured deposits and are subject to default, loss or forfeiture.
Links to Third-Party Sites
Use of certain links on the Site will direct you away from the Site to third-party websites. Links to third-party websites on the Site are provided solely as a convenience to you. If you use these links, you will leave the Site. Avansai does not control and is not responsible for any of such third-party websites, their content or their policies, including, without limitation, privacy policies or lack thereof. Avansai does not endorse or make any representations about such third-party websites or any information, software, products and services located there, or any results that may be obtained from using such software, products and services. If you decide to access any of the third-party websites linked to the Site, you do so entirely at your own risk. You acknowledge and agree that Avansai shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, the use of or reliance on any such third-party websites.
Privacy and Personal Information
By accessing or using the Site, you understand that Avansai will collect, use and disclose certain information about you, including your personal information.
Please contact us for any questions or requests with respect to your personal information.
Ownership of Intellectual Property Rights
You may use the Site and the Contents solely for your non-commercial and limited personal use and for no other purposes.
You may not allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Contents without the express prior written consent of Avansai or its owner if Avansai is not the owner.
Any unauthorized or prohibited use of any Contents may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state and local laws. You may not create a link to the Site without Avansai’s prior permission. We may, however, if requested, grant a limited, nonexclusive right to create a link to the Site provided that such link is to the entry page of the Site and does not portray Avansai or any of its activities or services in a false, misleading, derogatory, or otherwise negative manner.
Intellectual Property Infringement
We take intellectual property rights, both our own and that of others, very seriously. If you are an owner of intellectual property (or the owner's authorized agent) and believe that any of the Contents or the Site infringes your intellectual property, please contact us.
Information to provide. Please make sure to provide the following information:
- Identification of the intellectual property claimed to have been infringed;
- Identification of the Contents that you claim are infringing your intellectual property;
- Information sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
- A statement that you believe that use of the Contents in the manner complained of is not authorized by the owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are the owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Any third-party content, data or publications made available through the Site are furnished by Avansai on an as-is basis for your convenience and information. Any opinions, advice, statements, services, offers, or other information made available by third parties, including program hosts, information providers, or any user of the Site, are those of the respective author(s) or publisher(s) and not of Avansai. Avansai disclaims any warranty or representation, either express or implied, that the information in such publications is accurate or complete.
SOME PROVINCES AND TERRITORIES DO NOT ALLOW FOR THE EXCLUSION OF WARRANTIES (INCLUDING THE PROVINCE OF QUEBEC). IN THESE PROVINCES AND TERRITORIES, YOU HAVE ONLY THE WARRANTIES THAT ARE EXPRESSLY REQUIRED TO BE PROVIDED IN ACCORDANCE WITH APPLICABLE LAW.
IN ALL OTHER PROVINCES AND TERRITORIES, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND THAT THE SITE AND THE CONTENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IN PARTICULAR, AVANSAI AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
- YOUR USE OF THE SITE WILL MEET YOUR REQUIREMENTS,
- YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
- ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SITE WILL BE ACCURATE OR RELIABLE, AND
- THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SITE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
AVANSAI FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Limitation of Liability
YOU UNDERSTAND AND AGREE THAT AVANSAI STRICTLY PROVIDES THE TECHNOLOGY PLATFORM THAT CONNECTS INDEPENDENT THIRD-PARTY CANDIDATES AND CLIENTS. THE CANDIDATES ARE SOLELY RESPONSIBLE FOR AND HAVE COMPLETE CONTROL OVER ALL SERVICES PROVIDED TO YOU. AVANSAI DOES NOT SUPERVISE OR HAVE ANY CONTROL OVER THE PROVISION OF THE SERVICES BY A CANDIDATE, THE MATERIALS, TOOLS OR METHODS USED BY A CANDIDATE OR THE CONDUCT OF THE CANDIDATE. NEITHER AVANSAI NOR ANY OF ITS AFFILIATED COMPANIES OR PARTNERS SHALL BE HELD LIABLE FOR ANY SERVICES PROVIDED BY A CANDIDATE.
SOME PROVINCES AND TERRITORIES DO NOT PROVIDE EXCLUSION OF LIMITATION OF LIABILITY FOR ALL TYPES OF DAMAGES (INCLUDING THE PROVINCE OF QUEBEC). IN THOSE PROVINCES, WE WILL ONLY BE LIABLE TO YOU FOR DAMAGES THAT WE ARE EXPRESSLY REQUIRED TO BE LIABLE TO YOU UNDER APPLICABLE LAW. IN ANY OTHER CASE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT AVANSAI, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
- ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; AND
- ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
- ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SITE;
- ANY CHANGES WHICH AVANSAI MAY MAKE TO THE SITE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SITE (OR ANY FEATURES WITHIN THE SITE);
- THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY USER CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SITE;
- YOUR FAILURE TO PROVIDE AVANSAI WITH ACCURATE ACCOUNT INFORMATION;
- YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
IF YOU HAVE A DISPUTE WITH ANOTHER REGISTERED USER, YOU RELEASE AVANSAI (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.
THE LIMITATIONS ON AVANSAI’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT AVANSAI HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
We may terminate your use of Avansai Services and/or access to your Account, the Contents, features, functionality, products and services made available in connection therewith, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.
If you want to terminate your Account with Avansai, you may do so by closing your Account, where Avansai has made this option available to you. Your account will be closed provided that (i) any disputes in which you have been involved have been satisfactorily resolved; (ii) you have met all outstanding payment obligations associated with your Account; and (iii) you have completed any other obligation(s) associated with your use of the Site.
You acknowledge and agree that if we disable access to your Account, you may be prevented from accessing the Site, your Account details or any files which are contained in your Account. For information on how to access your files, please contact us.
We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement, or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as we may request.
Obtaining Avansai's Consent