Terms & Conditions
WELCOME TO CV WALLETR / RESUME WALLETTM
REGISTERED RECRUITER/EMPLOYER TERMS AND CONDITIONS
PLEASE READ THIS CAREFULLY BEFORE USING THIS APPLICATION
C Squared Ventures Limited t/a CV Wallet and Resume Wallet (company number 13993935) (“CV Wallet”, “we”, “our” and “us”) is a company registered in England and Wales with registered office address at 7 Bell Yard, London, United Kingdom, WC2A 2JR. We operate the web applications known as CV Wallet™ and Resume Wallet™ (the “Applications”, as more particularly defined below).
If you are registered with us as an employer (a “Registered Employer”), the application enables you to verify elements of Registered User’s Profile such as identity, qualifications, skills and experience (including Verifiable Credentials) and to search for, evaluate, invite to apply, and make job offers to suitable candidates who are Registered Users.
If you do not agree with these Terms do not submit an Account Set-Up Form, do not register an account with us and do not access or use the Application.
We recommend you print a copy of these Terms (along with the Account Set-Up Form,) or save them to your computer for future reference.
WHEREAS, CV Wallet owns and/or is the designated operator of various online pages and applications that publish Job Listings and advertisements, and other content; and engages in certain marketing services.
WHEREAS, Buyer owns and/or is the designated operator of various online pages and applications services that manage recruitment, supports efforts to distribute and publish job listings and advertisements, and other content; and
WHEREAS, Buyer desires to engage CV Wallet to distribute Buyer's Job Listings or advertising on aforementioned properties or via marketing services conducted by CV Wallet on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
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1. Definitions.
Capitalised terms used, but not defined herein, shall have the following meanings:
a. “Applications” means a human consumer proactively applying to a Job Listing resulting
in CV Wallet forwarding the human consumer’s requisite information for the Job Listing to Buyer, or its
client, as outlined by Buyer in an Insertion Order.
b. “Apply Clicks” means a human consumer clicking the apply button on a Job Listing and/or
advertisement on CV Wallet or CV Wallet Network Sites so that CV Wallet delivers the human
consumer to the Sites specified in the Job Listings data received by CV Wallet from Buyer.
c. “Billable Event” means the payable action by which Buyer will be charged by CV Wallet as
measured and reported by CV Wallet.
Billable Events do not include bot, Duplicate, Latent, Foreign Clicks, or any incentivised activity. Buyer
agrees that CV Wallet may choose to distribute Buyer’s Job Listings to job search sites owned or
operated by other third parties. CV Wallet shall be solely responsible for those relationships but Buyer
shall pay to CV Wallet for any resulting Billable Events as if such Billable Event had occurred on CV
Wallet’s website.
The amount that Buyer shall owe to CV Wallet for each Billable Event shall be the amount in effect in
CV Wallet database when the jobseeker clicks to go to the Site specified in the Job Listings data.
Buyer may change what it is willing to pay for each Billable Event, but such changes will not take
effect until the next time CV Wallet puts into production its next import of job data from Buyer. CV
Wallet will import Buyer's job data feeds at least once a day.
d. “Duplicate Clicks” are two or more clicks on the same Job Listing or advertisement from the same
IP address within twenty-four (24) hours.
e. “Latent Clicks” are those delivered by CV Wallet more than 24-hours after the inactivation of Buyer's
job posting on CV Wallet.
f. “Foreign Clicks” are those from a consumer located outside the country in which the job is located.
g. “Campaign” means the distribution by CV Wallet of Buyer’s Job Listings and/or advertisements in
connection with this Agreement for purposes of driving traffic to the Sites and, by doing so, creating a
Billable Event.
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​h. “Confidential Information” means the terms of this Agreement, any proprietary data and
information of a Party, and any information disclosed to a Party by the other Party in the course of
the performance of this Agreement, either directly or indirectly, in writing, orally, electronically, or by
inspection of tangible objects that is either marked as confidential or that, given the nature of the
information or circumstances surrounding its disclosure should reasonably be understood to be
confidential. Confidential Information shall not include information that the receiving Party can
establish:
(i) was publicly known prior to the time of disclosure or becomes publicly known after disclosure
by the disclosing Party other than through the action or inaction of the receiving Party or any of its
employees, contractors, or agents;
(ii) is lawfully in the receiving Party’s possession, without confidentiality restrictions, prior to the time
of disclosure by the disclosing Party to the receiving Party,
(iii) is subsequently disclosed to the receiving Party without an obligation of confidentiality by a
third party having the right to disclose such information without restriction; or
(iv) is independently developed by the receiving Party without use of or reliance on Confidential
Information.
i. “Content” means any marketing materials, including Job Listings, graphic or text files, design, layout,
code or other works, to be distributed in connection with a Campaign.
j. “Job Listings” means a complete job description as defined by Buyer provided by Buyer to CV Wallet
for the purpose of creating web traffic and Billable Events.
k. “CV Wallet Network” means all websites affiliated with or powered by CV Wallet technology and for
which CV Wallet is the designated operator.
l. “Marks” means domain names, trademarks, service marks, trade dress, trade names, corporate
names, and proprietary logos.
m. “Prohibited Content” means any Job Listings or advertisements that contain or make reference to
any obscene materials such as, but not limited to, pornography, alcohol, tobacco or any illegal
activity.
n. “Sites” means any website(s) owned by Buyer, which are designated by Buyer to receive traffic
from a given Campaign.
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2. Insertion Orders.
The performance of any Campaign hereunder shall be subject to the prior execution by the Parties
of an insertion order, estimate, or invoice setting forth terms intended to identify the nature of the
Campaign, the fees, the start and end dates, Billable Event payment types, and other such
transactional data specific to the Campaign (each, an “Insertion Order”). Each Insertion Order shall
be deemed incorporated into this Agreement and made a part hereof and shall be governed by the
terms of this Agreement.
In the event of a conflict between the terms and conditions of this Agreement and those set forth in
any previously executed Insertion Order, the terms and conditions of this Agreement shall prevail. In
the event of a conflict between the terms and conditions of this Agreement and those set forth in
any subsequently executed Insertion Order, the terms and conditions of the Insertion Order shall
prevail.
Subject to any Insertion Order later entered into by Buyer and CV Wallet, Buyer agrees to purchase
from CV Wallet up to agreement end per calendar month in Billable Events with a Cost Per
Application set by Buyer as follows: CPA values will be sent in the feed.
Buyer agrees that CV Wallet may deliver fewer Billable Events than the amount Buyer is willing to
purchase due to reasons such as the Buyer's job opportunities not being of sufficient interest to
those searching for jobs. Should CV Wallet deliver to Buyer more Billable Events than authorised by
Buyer, CV Wallet shall not attempt to collect for such excess Billable Events.
3. Campaign; Standards of Conduct.
All Content shall either be provided by Buyer or shall be approved by Buyer in its sole discretion, in
writing, prior to distribution (collectively, the “Approved Content”). CV Wallet will not place any
Prohibited Content in the Content, including the Job Listings. CV Wallet may reject any Content,
including Job Listings at any time under its sole discretion. CV Wallet shall not modify or optimise
Approved Content without Buyer’s prior written consent; provided that CV Wallet may, without Buyer’s
prior written consent, make non-material changes to the Approved Content (e.g. resizing Approved
Content to fit technical requirements).
4. Fees; Payment Terms.
Within thirty (30) days after the end of each calendar month during the Term (defined below), Buyer
shall pay to CV Wallet the fee set forth in the applicable Insertion Order from CV Wallet for each
Billable Event including but not limited to attorneys’ fees and settlement expenses that may at any
time be incurred by reason of any claim, suit, action, or other proceeding that is based on or arises
from Buyer’s advertisements or payments, including without limitation any breach of the warranties
set forth in Section 7.
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5. Term; Termination.
This Agreement shall commence on the Effective Date and continue for the remainder of the current
calendar month plus one additional calendar month (the “Initial Term”). This Agreement shall
automatically renew for additional one-calendar-month periods thereafter (each, a “Renewal Term”
and together with the Initial Term, the “Term”), unless earlier terminated as provided herein. Either
Party may terminate this Agreement and any Insertion Orders then in effect at any time:
(i) upon at least five (5) business days’ prior written notice to the other Party; or
(ii) immediately upon written notice to the other Party if it is reasonably determined that the other
Party has materially breached this Agreement.
Upon termination of this Agreement for any reason:
(i) all licenses granted herein shall terminate;
(ii) the Parties shall cease use of the other Party’s Content; and
(iii) Buyer shall within thirty days pay all fees due and accrued hereunder up to the effective date
of termination.
6. Intellectual Property; Ownership.
a. IP Ownership. Each of the Parties shall retain and own all right, title, and interest in and to such
Party’s patents, copyrights, trade secrets, and other intellectual property rights in the Content and
Marks, and any content therein, supplied by such Party to the other Party in connection herewith.
Neither Party, by virtue of this Agreement, shall obtain or claim any right, title, or interest in or to the
other Party’s Content, patents, copyrights, trade secrets, or Marks, except the right of use as specified
herein, and the Parties hereby acknowledge and agree that all such use shall inure to the benefit of
the respective owner.
b. License. Subject to the terms of this Agreement, Buyer grants CV Wallet the non-exclusive, non-
transferable, worldwide, royalty-free right and license to post, display, and use Buyer’s Marks and
Content solely as necessary to perform its obligations under this Agreement.
c. Ownership. CV Wallet shall retain and own all right, title, and interest in and to the information,
including personally identifiable information, associated with all individuals it serves on its sites, in its
membership, or via emails and other communication in the performance of its obligations
hereunder. Buyer shall exclusively own all right, title, and interest in and to the information, including
personally identifiable information, that individuals provide to it directly or indirectly through CV
Wallet.
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d. Confidentiality. The Parties hereby agree to keep all Confidential Information strictly confidential,
and shall not:
(i) disclose Confidential Information to any third-party, or
(ii) otherwise use such Confidential Information except for the limited purpose required by this
Agreement; provided, however, that each Party may disclose Confidential Information to those of
its employees, agents, and affiliates (collectively, the “Agents”) who need to know such
Confidential Information for the purposes of performing its obligations under this Agreement and
who have agreed in writing to obligations of confidentiality and restrictions on use with respect to
such Confidential Information that are at least as restrictive as those set forth herein.
Each Party shall, and shall ensure that each Agent shall, use at least the same degree of care
which such Party uses to prevent the disclosure and unauthorised use of its own confidential
information of like importance, but in no event less than reasonable care.
This Agreement does not convey any right, title, or interest in Confidential Information or any
license to use (except as expressly stated herein), sell, exploit, copy, or further develop any
Confidential Information. Each Party shall promptly notify the other Party of any unauthorised
disclosure or use of its Confidential Information of which it becomes aware.
Any Confidential Information provided hereunder is provided as-is, without warranty of any kind.
Upon any termination of this Agreement, or earlier upon request, each Party shall promptly return
to the other Party (or destroy and provide the other Party with written confirmation of the same)
all Confidential Information, if any, in its possession or under its control.
Each Party may, without violating this Section, disclose the other Party’s Confidential Information
where such disclosure is required by a valid and binding law, rule, regulation, court order, or other
legal process, provided that the disclosing Party shall (to the maximum extent permitted by such
law, rule, regulation or court order or legal process):
(a) give prompt written notice of such demand or request to the other Party;
(b) limit the disclosure of such Confidential Information solely to the scope required to comply
with such law, rule, regulation, court order, or other legal process; and
(c) assist the other Party, at the other Party’s expense, to the extent reasonably practicable in
seeking a protective order with respect to the treatment of such Confidential Information.
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7. Warranties.
a. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:
(i) such Party has full corporate right, power, and authority to enter into this Agreement and to
perform the acts required of it hereunder;
(ii) the execution of this Agreement by such Party and the performance by such Party of its
obligations and duties hereunder do not and will not violate any agreement to which such Party is
a party or by which it is otherwise bound, any applicable governmental law or regulation to which
it is subject, or any third-party’s trademark, copyright, or other intellectual property rights;
(iii) when executed and delivered by such Party, this Agreement will constitute a legal, valid, and
binding obligation of such Party in accordance with its terms;
(iv) such Party will comply with all applicable federal, state, and local laws, rules, and regulations
and with any applicable privacy policy; and
(v) such Party’s Content will not contain false or deceptive advertising, any virus, Trojan Horse,
worm, or other malicious code, or content, or links to content, that is illegal, defamatory, obscene,
or pornographic.
b. CV Wallet Representations and Warranties. CV Wallet represents and warrants that
(i) all services hereunder shall be performed in a professional and workmanlike manner, in
accordance with generally accepted industry standards and the terms and conditions set forth
herein;
(ii) CV Wallet shall use best efforts not to permit, encourage, or induce fraudulent clicks, including
without limitation, any automated actions by a computer generated user;
(iii) CV Wallet has all rights and permission necessary to contact the users in its database in
accordance with GDPR data protection regulations, as amended, and any other applicable
federal, state, and local laws, rules, and regulations; and
(iv) CV Wallet shall not display Buyer’s Job Listings on any pages that contain Prohibited Content.
c. Buyer Representation and Warranties. Buyer represents and warrants that
(i) all services hereunder shall be performed in a professional and workmanlike manner, in
accordance with generally accepted industry standards and the terms and conditions set forth
herein; and
(ii) it has the legal rights, permission, and authority to syndicate all Job Listings to the CV Wallet
Network.
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8. Disclaimer of Warranties.
THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES BY THE
PARTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE WARRANTIES EXPRESSLY
PROVIDED IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Indemnification.
Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party (the
“Indemnified Party”) and its directors, officers, employees, agents, affiliates, successors, and assigns
(collectively, the “Indemnified Parties”), from and against any claims, actions, or demands and the
resulting losses, liabilities, judgments, settlements, costs, and expenses (including reasonable
attorneys’ fees) arising from or in connection with any breach or misrepresentation by the
Indemnifying Party of its representations, warranties, or covenants set forth in this Agreement. The
indemnification obligations set forth in this Section are contingent on
(a) prompt written notice by the Indemnified Party to the Indemnifying Party of any such claim,
action or demand, provided, that any failure or delay in providing such notice shall not relieve the
Indemnifying Party of its obligations, except to the extent that the failure or delay actually and
materially prejudices the Indemnifying Party’s defence of such claim),
(b) sole control of the defence and settlement thereof by the Indemnifying Party, and
(c) reasonable cooperation of Indemnified Party, at the Indemnifying Party’s expense, to facilitate
such defence or settlement; provided, however, that the Indemnifying Party will not consent to the
entry of any judgment or enter into any compromise or settlement without the prior written
consent of the Indemnified Party unless such judgment, compromise or settlement
(x) provides for the payment by Indemnifying Party of money as sole relief for the claimant,
(y) results in the full and general release of the Indemnified Party from all liabilities arising or
relating to, or in connection with, the claim; and
(z) involves no finding or admission of any violation of law, regulation, or the rights of any
person and no effect on any other claims that may be made against the Indemnified Party.
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10. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO A BREACH OF SECTION 7,
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND IN ANY ACTION ARISING FROM OR RELATED
TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER BASED IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING WITHOUT LIMITATION, DAMAGES RELATED TO THE LOSS
OF PROFITS, INCOME, OR GOODWILL, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH
RESPECT TO A BREACH OF SECTION 7 AND THE OBLIGATION TO MAKE PAYMENT HEREUNDER, IN NO EVENT
WILL EITHER PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID OR OWED
TO CV WALLET BY BUYER HEREUNDER FOR SERVICES PERFORMED DURING THE SIX-MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
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11. Miscellaneous.
a. Amendment. No change, amendment, or modification of any provision of this Agreement or any
Insertion Order will be valid unless set forth in a written instrument signed by both Parties; provided,
however, that Buyer may suspend or terminate any Insertion Order, at any time, upon written notice
to CV Wallet.
b. Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be
assigned by either Party without the prior written consent of the other Party, except in the event of a
sale, transfer, merger, or other such disposition of all or substantially all of such Party’s assets or stock.
Any attempted assignment in violation of this section shall be null and void. Subject to the preceding
sentence, the rights and liabilities of the Parties under this Agreement shall bind and inure to the
benefit of the Parties’ respective successors and permitted assigns.
c. Relationship of the Parties. The Parties are each independent contractors and no agency,
partnership, franchise, joint venture, or employee/employer relationship is intended or created by this
Agreement. Neither Party shall have the right, power, or authority to enter into agreements of any kind
on behalf of the other Party, or to create any obligation or responsibility, express or implied, on behalf
of the other Party.
d. Survival. Sections 7, 8, 9, 10, and 11 of this Agreement shall survive the termination of this Agreement
for the period provided in the applicable statute of limitations.
e. Publicity. Either Party to this Agreement may issue press releases or public announcements
regarding this Agreement or the relationship established hereunder unless expressly prohibited in
writing by the other Party.
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f. Force Majeure. Neither Party shall be liable by reason of any failure or delay in the performance of
its obligations hereunder for any cause beyond the reasonable control of such Party and which such
Party is unable to overcome by the exercise of reasonable diligence, including without limitation, an
act of God, an act of war or terrorism, a riot, epidemic, fire, flood or other disaster, an act of
government, a power outage, a telecommunications failure, or an interruption or failure of the
Internet.
g. Notices. All notices, requests, and other communications to a Party under this Agreement must be
in writing (including email, so long as a confirmation of delivery and/or receipt of such email
transmission is received) and will be given to the addresses set forth above.
All notices, requests, demands, waivers, and other communications must be delivered by:
(a) personal delivery, or
(b) internationally recognised overnight delivery service, and
(c) a notice will be deemed to have been made on the date.
(i) of delivery with respect to (a),
(ii) of delivery or the date on which delivery was refused as indicated on the delivery service's
record of delivery with respect to (b), and
(iii) indicated in the confirmation of receipt if transmitted during business hours, or the next
business day if transmitted after business hours, with respect to (c).
h. Remedies. Except as otherwise specified, the rights and remedies granted to a Party under this
Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the
Party may possess at law or in equity.
i. Waiver. Except as otherwise expressly provided herein, no purported waiver by any Party hereto of
any breach by the other Party of its obligations, representations, warranties, agreements or
covenants hereunder will be effective unless made in writing, and no failure to pursue or elect any
remedy with respect to any default under or breach of any provision of this Agreement will be
deemed to be a waiver of any subsequent, similar or different default or breach.
j. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be
unenforceable, such provision will be changed and interpreted to accomplish the objectives of such
provision to the greatest extent permissible under applicable law and the remaining provisions of this
Agreement will continue in full force and effect.
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​k. Governing Law and Jurisdiction. This Agreement, and any dispute or claim (including non-
contractual disputes or claims) arising out of or in connection with it or its subject matter or
formation, shall be governed by, and construed in accordance with, the laws of England. Each Party
irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any
dispute or claim (including non-contractual disputes or claims) arising out of or in connection with
this Agreement or its subject matter or formation.
l. Entire Agreement. This Agreement constitutes the entire understanding and agreement between
the Parties with respect to the subject matter hereof and supersedes all oral and prior written
agreements, understandings, and communications between the Parties with respect thereto.
m. Counterparts; Signatures. This Agreement may be executed in any number of duplicate originals
or counterparts, each of which will be deemed to be an original and which, taken together, will
constitute one and the same instrument. The Parties agree that their respective signatures may be
delivered by fax or .pdf by email, and that fax and emailed signatures will be treated as originals for
all purposes.
HOW TO CONTACT US
Support:
If you want to learn more about the Application or the Services, please take a look at our
website here.
Contacting us (including with complaints):
If you have any questions, think the Application or the Services are faulty or misdescribed, or wish to contact us for any other reason please email our customer service team at help@csquared.uk.
How we will communicate with you:
If we have to contact you we will do so by email using the contact details you have provided to us on registration.
Security:
To find out more about our security, please visit our website here.