Embedded Program Terms

Effective Date: 

Introduction

Welcome to OfferZen!

These Terms apply to OfferZen's “Embedded” Program, which is a value-add we offer to Employers who wish to take advantage of a more tailored premium service in connection with their use of the OfferZen platform. Any Employer using the OfferZen platform can request access to the Embedded Program, which will require acceptance of a written Proposal and these additional terms of service. Please review these terms with care and don't hesitate to contact us on legal@offerzen.com if you have any questions.

💡 These boxes aren't part of the terms of service. They give you easy to understand summaries of each section.

About These Terms

OfferZen offers a way for Employers and Candidates to connect, and the OfferZen Embedded Program offers a way for Employers to get the most out of their use of OfferZen.

These Terms are entered into by OfferZen and the person agreeing to these Terms by accessing and using the Embedded Services (Employer, as defined below). These Terms govern your access to and use of Embedded Services with effect from the Effective Date and will endure for so long as you use the Embedded Services or until terminated in accordance with the Agreement.

A Proposal and these Terms will form one agreement between the Employer and OfferZen (“Agreement”). The Agreement grants Employers access to the Embedded Services to make placements of Candidates on the terms set out in the Agreement.

Definitions

💡 We use certain words repeatedly in these Terms and this section defines those words in a simple way. When a word is capitalised in these Terms, it will have a corresponding definition listed here.

“Candidate”
 means a prospective employee seeking employment opportunities through our Platform

“Effective Date”
 means the date set out in the Proposal as the effective date or commencement date of the Embedded Services

“Embedded Services”
 means the services provided by OfferZen in association with the Embedded Program, as outlined in your Proposal and in these Terms

“Employer” and “You”
 means a company that has signed up to Embedded Services through acceptance of a Proposal

“Identification”
 means any referral of a Candidate to You by OfferZen, including by email communication or other means, or the act of clicking on a Candidate to view the Candidate's details, and/or viewing a Candidate on a list or card through the Employer's profile on the Platform

“Interview Request”
 means a non-binding expression of interest sent via the Platform from an Employer to a Candidate

“Job Offer”
 is a formal, binding offer of employment directed by an Employer to a Candidate

“OfferZen”,
“us”,
“we”, and
“our”,
 means collectively, as is appropriate in the context of the use of the words:
  • OfferZen B.V. (for Embedded Services provided in Europe and generally outside of South Africa)
  • GitFetch (Pty) Ltd, OfferZen Premium (Pty) Ltd or OfferZen Recruitment (Pty) Ltd (for Embedded Services provided in South Africa)
  • Our Website, Platform and services

“Platform”
 means OfferZen's software as a service offering of a technical talent marketplace on our Website

“Parties”
 means OfferZen and the Employer

“Proposal”
 means a document and/or written offer provided to the Employer by OfferZen which includes additional terms relating to the Employer's subscription for the Embedded Program including but not limited to: Employer details, fees and program period

“Terms”
 means these Embedded Program Terms

“Website”
 means our website www.offerzen.com

OfferZen Embedded Services

💡 OfferZen provides you with access to an online marketplace of candidates who are actively interviewing. The Embedded Program is an additional value-add which we offer to Employers using the Platform, subject to these terms. Due to the nature of the Embedded Services, a non-solicitation fee applies in the event that you wish to employ an employee of OfferZen.

OfferZen provides Employers with access to our Platform and an online marketplace of Candidates who are actively seeking employment. Our Embedded Services are tailored to ensure that Employers can receive maximum value from the Platform. A Talent Partner will be assigned to the Employer to proactively assist in managing Your hiring process. These Terms will apply on acceptance by an Employer of a Proposal.

Your OfferZen Talent Partner will assist You to refine Your roles, benchmark salaries, optimise your developer value proposition, source talent through the platform, and conduct initial interviews. Further details in relation to the Embedded Services will be set out in Your Proposal, and may vary depending on Your needs.

OfferZen cannot guarantee that a Candidate will be suitable to meet an Employer's needs but will use its best endeavours to ensure that qualifications, skills, experience and other attributes align with Your communicated requirements.

Embedded Services include background checks (limited to those expressly referenced in Your Proposal). All background checks and other outputs, findings, results or reports will be provided as received from third party sources (which will be disclosed to the Employer), and results may vary depending on data availability and third-party response times. Background checks are completed for information purposes only, and OfferZen does not provide legal or regulatory advice. Final decisions on accuracy/completeness of background checks, suitability of a candidate, any background checks and permit requirements not listed in the Proposal, and selection/employment/engagement of a Candidate are the sole responsibility of the Employer.

Where included in a Proposal, OfferZen will provide technical vetting using AI tools and human review based on Your specific role requirements. Any output is a recommendation only. OfferZen does not guarantee accuracy or Candidate performance, and the final hiring decision remains Your sole responsibility. If a vetted Candidate leaves within 90 days, the refund/credit provisions shall apply as Your sole and exclusive remedy for this service, and OfferZen shall not be liable for any other costs or losses.

The Employer agrees that the Embedded Services are not transferable to another entity (including any affiliates and/or related entities) and are purchased solely for the use of the Employer (unless otherwise agreed between the Parties in the Proposal). The Service shall only be utilised by the Employer and its authorised employees and representatives for the purpose of hiring for technical roles in the Employer's business. The Employer shall not use the Embedded Services for the purpose of providing similar services to any other person.

The Employer undertakes to provide OfferZen with all necessary information required for OfferZen to find suitable Candidates. This includes but is not limited to a description of the Employer's operations and business, the vacancy, remuneration, the relevant role that the Candidate will occupy, the relevant remuneration, the qualifications, skills and experience required for the role, preferences in relation to demographics and employment equity requirements, and any limitations relating to the role. Regular engagement with the Employer will be required for the Embedded Services to result in successful outcomes, and You undertake to ensure availability of appropriate personnel for regular communication with Your designated OfferZen Talent Partner.

If a Candidate is referred to the Employer through the Embedded Services, and the Employer has already been introduced to the same Candidate through an alternative channel in the last 90 days, the Employer must inform OfferZen within 5 (five) business days of receiving the referral from OfferZen. In such an event, OfferZen will either exclude such Candidate from the Embedded Services, or agree with the Employer that a Success Fee will be payable on such Candidate's successful placement.

The Employer will be dealing directly with employees of OfferZen. In the event that the Employer hires such an employee or former employee (with whom the Employer has dealt with at OfferZen), during the term of an Embedded Proposal or at any time within 12 months following expiration of an Embedded Proposal, the Employer shall pay to OfferZen a fee equivalent to 50% of the employee's most recent annual earnings package with OfferZen.

Embedded Service Fees

💡 The Embedded Service attracts additional fees. Payment of fees must be made by electronic funds transfer, according to the Proposal and our invoices. Interest may be charged on late payments.

The relevant fees for the Embedded Services will be as set out in Your Proposal and may consist of a combination of a retainer fee and placement fee.

In the event that an Employer accepts a Proposal including a retainer-based fee, then such retainer fee will be non-refundable, calculated on a monthly basis and payable in full upfront on or before the Effective Date, unless otherwise stated in Your Proposal.

If a Candidate accepts a Job Offer, you agree to inform OfferZen within 5 (five) business days of the Candidate's acceptance and provide us with the details of the Job Offer in writing, including the Start Date, remuneration and duration. A Job Offer may be for any form of employment including temporary, part-time employment or contracting.

If a Candidate Identified on OfferZen is hired by the Employer, OfferZen will be entitled to the success fee stipulated in Your Proposal (“Success Fee”). This Success Fee is calculated as the stipulated percentage of the gross annual salary/total cost to company or the local equivalent (“Salary”) of the relevant Candidate. For hires with a fixed-term contract of less than 12 months, the Success Fee will be calculated based on a minimum of 6 months' Salary. Should the Employer subsequently extend the Candidate's contract or engagement, OfferZen shall be entitled to an additional Success Fee based on full 12-month Salary less any Success Fees already paid for that Candidate. Salary shall include the total annual remuneration package of a Candidate, inclusive of basic salary, reimbursements, allowances, benefits, bonuses and payment in lieu of holiday/vacation days, all before any deductions or taxes. The Success Fee is due and owing on the Candidate's start date and applies to all offers made during the term specified in Your Proposal.

If the Candidate or the Employer terminates the employment/contract and the last working day is within 90 days of the Start Date for any reason other than redundancy, retrenchments or economic reasons, the paid Success Fee will be refunded to the Employer, or credited to the Employer's account, at the Employer's election. Refunds will only apply if a Candidate is employed, contracted or otherwise engaged by the Employer on the basis of a permanent contract, or a contract with an initial term of 12 months or longer.

Payments must be made by way of an electronic funds transfer into the OfferZen bank account as detailed in the relevant invoice/s and in accordance with the payment terms in the invoice/s (generally 14 days unless otherwise agreed in a Proposal).

All fees and payments are quoted excluding payable taxes or duties (including VAT) and you assume the responsibility for paying these as required. Fees payable to OfferZen are non-transferable.

If payment is not made to OfferZen when due, OfferZen may charge interest on the overdue amount at a maximum of the local Prime Rate plus 2% (two percent) per month. OfferZen reserves the right to suspend users' access to the platform until outstanding fees are paid in full.

If the Employer extends an offer to a Candidate sourced through Embedded Services, OfferZen shall be entitled to a fee as per the Proposal signed by the Employer, even if such offer is extended after the Proposal expires. If a Candidate Identified on OfferZen outside of the Embedded Services is hired by the Employer (i.e. offer extended) on a date falling outside of the Employer's active subscription for the Embedded Services (or other applicable subscription), OfferZen will be entitled to a Success Fee as calculated in accordance with OfferZen's Employer Terms of Use.

No Success Fee will be charged if the Employer hires a Candidate Identified through the Embedded Services more than 6 (six) months following the Employer's last interaction with such Candidate through the Platform and/or otherwise resulting from the Embedded Services.

General

💡 We provide our services without any guarantee. Cancellation Terms apply. You agree to keep all information you gain using our services secure and confidential. Our terms are governed by the laws of the Netherlands and the Republic of South Africa. OfferZen is indemnified by you against third party claims resulting from your use of our services and we agree on mutual limitations of liability.

Marketing

In order for OfferZen to provide the Embedded Services to You, OfferZen may need to act on your behalf, which will include sharing Your company profile, open position details, engagement needs and/or other relevant information (including interview requests) with Candidates, within and outside of the Platform. You authorise us to engage on your behalf for all purposes relating to the Embedded Services, and to use your logo and brand for such purposes. You shall be entitled to withdraw such permission at any time by advising OfferZen in writing.

Cancellation

Embedded Services are intended to be delivered for the duration set out in Your Proposal. We recognise that there may be circumstances in which Embedded Services no longer make sense for an Employer, and accordingly either OfferZen or the Employer (“Parties”) shall be entitled to terminate the Agreement without cause by giving advance written notice as set out in the Proposal (alternatively, if not stated, cancellation shall apply with 30 (thirty) days written notice).

In the event of either Party (“Defaulting Party”) committing a breach of any term of this Agreement and failing to remedy such breach within a period of 7 (seven) days after receipt of written notice from another Party (“Aggrieved Party”) calling upon the Defaulting Party to remedy, then the Aggrieved Party shall be entitled, in its sole discretion and without prejudice to any of its other rights in law, either to claim specific performance of the terms of this Agreement or to cancel this Agreement and claim damages from the Defaulting Party.

You will not be entitled to any kind of compensation if you request to cancel or terminate the Embedded Services and will continue to be liable for any remaining payment obligations to OfferZen which arise before or after such cancellation/termination.

If You continue to use the OfferZen Platform following termination of the Embedded Services, OfferZen's Employer Terms of Use available on its website will automatically apply to your use of the Platform (including fees), except for any provisions in these terms which expressly survive termination.

Non-Circumvention

You agree not to circumvent or attempt to circumvent OfferZen by communicating with and hiring a Candidate after you've Identified the Candidate on the Platform, outside of OfferZen's process as set out in the Agreement. If you do this, the relevant Success Fee set out in Your Proposal will be applied by notice and invoice to You, and OfferZen may elect to terminate this Agreement without notice.

Privacy

All questions around OfferZen's Privacy Policy or Candidate or Employer personal data should be directed to privacy@offerzen.com.

OfferZen and the Employer acknowledge their obligations in terms of applicable data protection laws in their jurisdictions (Data Protection Laws), in relation to any Personal Information (as defined in the relevant Data Protection Laws) processed pursuant to these Terms, and undertake to comply with such Data Protection Laws.

The Platform enables Employers and Candidates to connect for recruitment purposes. Unless expressly stated otherwise in these Terms or a separate written agreement, OfferZen and the Employer each act as an independent Responsible Party/Controller in respect of Personal Information that they process in connection with the Platform.

OfferZen will (as a Responsible Party/Controller) obtain the consent of Candidates to collect and process their personal information, and for such personal information to be shared with the Employer, and shall take all reasonable steps to protect Candidate Personal Information in accordance with the requirements of Data Protection Laws.

The Employer (as a Responsible Party/Controller) may use Candidate Personal Information accessed from OfferZen only for lawful recruitment and hiring purposes. The Employer is responsible for (i) ensuring that it has a lawful basis to process Candidate Personal Information, (ii) handling Candidate Personal Information securely within its systems, and responding to Candidate requests or complaints related to the Employer's processing of Candidate Personal Information, and otherwise treating such Candidate Personal Information in accordance with Data Protection Laws (including the Protection of Personal Information Act, 2013 in South Africa in respect of South African Candidates).

Confidentiality

You agree to keep all information gained from using OfferZen and/or any OfferZen services (including Embedded Services) confidential.

You agree not to publish or disclose to third parties, the names and/or identities of the Candidates whose profiles have been viewed by you on the Platform. You also agree to keep information about Interview Requests confidential. You undertake to implement and maintain all necessary physical, technical and administrative measures to protect the content obtained through the Platform against loss, improper use, unauthorised access, disclosure, alteration or destruction.

You agree to keep your login details secret and not to divulge them in any form to any person or, in the case of company members, to any other company member.

Licence and Ownership

You own all the data and content you provide to us to use the Service and upload to the Platform. In order for us to provide the Service to you, you grant us a worldwide, irrevocable, perpetual, free of charge right and licence to access, store, host, modify, transmit and otherwise use your content and data as required to provide the Service and make it available to third parties eg. potential Candidates. You are solely responsible for securing and backing up your data and content.

OfferZen owns all right, title and interest in the Service, all information, material, or content provided by OfferZen related to the Service or contained within the Service, and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights in the Service, which shall remain with OfferZen and its licensors. OfferZen expressly reserves all rights in the Service and you shall obtain no ownership or other rights in the Service or any part thereof by virtue of your use.

OfferZen grants you a non-exclusive, non-transferable licence for the duration of these Terms to access, use, and permit authorised representatives of your company to access and use the Service, in accordance with and subject to the terms and conditions of the Agreement. The Employer may not sublicence its rights other than to allow its authorised employees or representatives to access and use the Service for its own benefit.

Indemnification

You agree to indemnify, defend and hold harmless OfferZen, its employees, officers, directors, affiliates, successors and permitted assigns (“OfferZen Parties”) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) which arise out of or relate to any claim or cause of action brought or asserted by third party:

  • relating to your breach of these Terms, your use of the Service or the use of the Service by any person using your account
  • alleging your negligent or more culpable acts or omissions
  • alleging that the data you provided to us to perform the Services infringes the rights of or causes harm to any third party
  • relating to any failure by you to comply with applicable laws and regulations

Limitation of Liability

The indemnification provision above shall apply, without limitation of liability.

Except for causes of action covered by the indemnification provision: (i) the maximum liability of either Party to the other Party arising from this Agreement directly or indirectly shall be the aggregate of the fees which become due by the Employer to OfferZen in the 6 (six) months leading up to the claim, and (ii) neither Party shall be liable for any indirect, incidental, consequential, special, exemplary or punitive damages or economic loss.

Disclaimer

The Service is provided on an “as is” and “as available” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Applicable Law and Jurisdiction

These Terms and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to these Terms or their formation (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of:

  • the Netherlands, if you are based outside of South Africa, and you agree to the courts in Amsterdam having exclusive jurisdiction; or
  • the Republic of South Africa, if you are based in South Africa, and you agree to the courts in Cape Town having exclusive jurisdiction

We may amend these Terms from time to time on notice to you. By using the Service you agree to be bound to the version of our Terms published here at the time of any visit to this Website.

Binding Agreement

Any failure by OfferZen to enforce any aspect of this Agreement or any indulgence provided by OfferZen shall not be deemed a waiver of such rights or of the right to enforce this Agreement subsequently.

If any provision or clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, that provision or clause is severable from the rest of these Terms and the remaining provisions of these Terms shall remain in full force and effect to the extent permitted by applicable law.

These Terms may not be varied unless reduced to writing and signed by both Parties.

No representations, statements, agreements, warranties, guarantees and/or terms will be binding on the Parties unless specifically included herein or reduced to writing and signed by both Parties.