​Last Update: September 2022​ Recruiters Welcome to www.zemsentertainment.co.uk The following Zems Entertainment Terms & Conditions (the “Zems Business Terms”) govern your access to and the use of Zems Business (“Zems Business”) by Zems International Ltd. and its subsidiaries Zems Entertainment Limited. (London, United Kingdom), as applicable (collectively, “Zems”, “We”, “Us” or “Our”) and “You” or “User” means you as a user of Zems Business. Please read these Zems Entertainment Terms & Conditions carefully before you start using the Zems Entertainment website. By using the Zems Entertainment website, you, either individually or on behalf of your employer or any other entity which you represent (“you”), accept and agree to be bound and abide by these Zems Entertainment Terms and Zems’s Payment Terms, found here (the “Payment Terms''), which is incorporated herein by reference. You further acknowledge, you have read and understood our Privacy Policy, found here. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Zems Entertainment Website. In case you register or use Zems Entertainment on behalf of your employer or another entity, you represent and warrant that you are authorised to bind your employer or such entity to these Zems Entertainment Terms and you agree to these Zems Entertainment Terms on their behalf. There are various types of user accounts: Affiliate, Recruiter and Admin. Except where otherwise indicated, these Zems Entertainment Terms apply to all users and the term “you” shall refer to the User(s) or Member(s) and all types of Account(s). Zems Entertainment services is offered and available to users who are at least 13 years of age upon the signing date of the contract and of legal age to form a binding contract. If you are under 13 years of age, you are only permitted to use the Site through an account owned by a parent or legal guardian with their appropriate permission. By using the Site, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site. If you are under the age of 13, you are not permitted to use the Site or Zems Entertainment services The term “Dashboard” refers to our managing interface system that is intended to assist in the management of job transactions between the defined users, making it easier and more efficient. Recruiters can use the Dashboard to sign up clients, initiate affiliate referrals to the database and manage jobs via the Job process.  Recruiters are individual(s) who assist in obtaining clients and jobs for the purpose of Zems website fulfilling the requirements with their database. 1 Definitions and interpretation 1.1            In this Agreement, including the section entitled "Overview", unless the context otherwise requires, the following words shall have the following meanings you our “General Terms & Conditions”: “Job” or “Services” are services offered on Zems. “Jobs” are the formal agreements between a Client and Zems or Zems and an affiliate after a purchase was made using Zems Entertainment platform. “Recruiters”, “headhunter” or “Scouts” are users who sign up clients to obtain jobs through the Zems Entertainment platform. 2. Zems Entertainment and the User Account 2.1 Dashboard/Account. To access and use Zems Dashboard, you must first register and create an account on the Zems website (“User Account”). When opening a User Account you represent and warrant that you are authorized to bind the User to these Zems Dashboard Terms and you agree to these Zems Dashboard Terms on your behalf and on the Users behalf. You also consent to Zems having access to your personal details entered in line with current GDPR policies. 2.2 Undertakings. By creating a User Account or by joining a Dashboard as a User, Affiliate, Recruiter or otherwise, and creating a User account (“User Account”), you: (i) agree to provide us with accurate, complete, and current registration information; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your Dashboard as well as your User Account; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Dashboard and/or your User Accounts and/or any breach of these Zems Business Terms. The Client and you, jointly and severally, will be responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Dashboard by either you or any other user or third party on your behalf. On the Company’s request, you will immediately return any Confidential Information which you hold and, if you are required to do so, provide written confirmation that you have complied with this request 2.3 Closure and disabling of accounts. (a) A Dashboard can only be closed by the User, or an Admin on the User’s behalf. Upon closure of a Dashboard, all related User Accounts should be removed from the Dashboard. (b) Zems reserves the right to put a Dashboard or any User Account on hold or permanently disable accounts should we notice any activity that we determine to be fraudulent or inappropriate (including by any User), or due to breach of these Zems Business Terms, the General Terms of Service and/or our Community Standards, by the Dashboard (including by any User). Users with disabled accounts, will not be able to sell or buy on Zems or otherwise use Zems as registered users. 3. Disclaimer of Warranties. Your use of Zems website, Zems business, its content, and any services or items obtained through the Zems platform is at your own Risk. Zems website, Zems business, its content, and any services or items obtained through the Zems platform are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or express or implied.  Neither Zems website nor any person associated with Zems makes any warranties or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the website.  The foregoing does not affect any warranties which cannot be excluded or limited under applicable law. 4. Limitation on Liability. In no event will Zems, its affiliates or their licensors service provides, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use the Zems Dashboard, Zems business, any websites linked to it, any content on Zems Business or such other websites or any services or items obtained through Zems business or such other websites, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress. Loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. The foregoing does not affect any liability which cannot be excluded or limited under applicable law. The term “Affiliate” referred to herein, is an entity that, directly or indirectly, controls, or is under the control of, or is under common control with Zems, where control means having more than fifty percent (50%) voting stock or other ownership interest or the majority of voting rights of such entity. 5. Modifications. We may make changes to these Zems Business Terms from time to time. When changes are made, we will make a new copy of these Zems Business Terms available on this page. You understand and agree that if you use Zems Business after the date on which these Zems Business Terms have changed, your use will be considered as acceptance of the updated Zems Business Terms. 6. Discontinuation of Zems Business. We may add, modify or discontinue any feature, functionality or any other tool, within the Zems Business service, or suspend Zems Business altogether, at our own discretion, at any time, and without further notice. 7. Machine Translation. Certain user-generated content on the Site has been translated for your convenience using translation software powered by Amazon Translate. Reasonable efforts have been made to provide an accurate translation, however, no automated translation is perfect nor is it intended to replace human translators. Such translations are provided as a service to users of the Site, and are provided "as is". No warranty of any kind, either expressed or implied, is made as to the accuracy, reliability, or correctness of such translations made from English into any other language. Some user-generated content (such as images, videos, Flash, etc.) may not be accurately translated or translated at all, due to the limitations of the translation software. The official text is the English version of the Site. Any discrepancies or differences created in the translation are not binding and have no legal effect for compliance or enforcement purposes. If any questions arise related to the accuracy of the information contained in the translated content, please refer to the English version of the content which is the official version. 8. Payment of services rendered. Upon completion of a job, which will be marked as completed (you will be notified via the dashboard), Zems Entertainment will issue a commission statement direct to you in respect of products or services supplied, or to be supplied based on the agreed fee (reference of which can be found in your dashboard).  All commission statements issued are subject to payment within 30 days. Upon completion the title in the goods or services shall remain with the Company, unless otherwise stipulated in the Order. 8.1 Payment schedules - All payments shall be made into your designated bank account in arrear of any services concluded once provided to Zems Entertainment.  All payment details should be clearly defined once requested to avoid any delayed payments. 8.2 Payment structure: 8.3 Subject to the remainder of this Clause 8, where an affiliate has been introduced to the Client by the Recruiter in accordance with the terms of this Agreement and that affiliate has been engaged as an Employee, the Recruiter shall be entitled to a one-off fee, calculated as follows (the “Fee”): (a)        in respect of an affiliate introduced to the Client by the Recruiter in response to a job specification, (1) where that Employee is employed on a temporary basis, an amount equal to the appropriate % of that Employee’s fee based on the following range, an amount equal to the appropriate % of that Employee’s fee based on the following range: Salary 20%  Salary £0 - £70,000– 16% Salary £70,001 and above - 18% ​ (b)        The aggregate Fee payable to the recruiter in respect of any one affiliate shall be limited to the lower of: (i) the amount calculated in accordance with clause 5.1 (a); and (ii) £50,000. (c)        Where the Supplier is asked by the Client to approach specific Candidate(s) on an exclusive basis (on the Client’s behalf), the Fee shall be 10% of Salary, up to a maximum of £30,000. (d)        Fees will also be paid in line with clause 5.1(a) and (b) if, within 6 months of the initial introduction of a Candidate introduced under this Agreement, the Client hires the Candidate in the same role as that for which the Candidate was initially introduced to the Client.  (f)         No Fee will be payable in respect of any Candidates who are not introduced by the recruiter, nor submitted via the dashboard and such Candidates shall be taken as a free placement. (g)        For the avoidance of doubt, where an Employee initially employed on a fixed term contract/temporary basis is at a later date employed on a permanent contract, any Fee payable in respect of that Employee’s permanent contract shall be prorated to account for the remainder of the interim contract period, and the applicable Fee with respect to the permanent contract will be reduced accordingly.    To add: Advertising  Job process Use of database for personal gain Security Hours of work  Contract Commission / structure Restrictive covenants Storage of data & GDPR Ownership of contacts/ affiliates/ clients/ jobs added to the database Advertising 9. Job process The recruiter will be responsible for creating jobs on the Zems dashboard relating to the client database (whether new or existing clients).  In creating the job, each one will be assessed by the admin to a detailed job specification is formulated for the project.    Once a job is live, you “the client” will work closely with Zems entertainment and the suitable affiliate to develop this project specification. This will include (but is not limited to); a detailed job brief of the project providing an overview of the project role and requirements, deliverables within a reasonable time frame (confirmed between the client and the Zems business) in order to fully allow Zems business to successfully complete the project to the full requirements. 10. Use of database for personal gain The recruiter shall not utilise the Zems Enternatinment database accessed via the dashboard for any other purpose than what is business related to jobs for clients. The recruiter shall be restricted to the above and shall not use the Zems database for personal gain. 11. Hours of work  You will be employed on a rolling weekly contract, which requires at least 10 hours of registered hours a day. These in line will align to your OTE (On target earnings) and will form the basis of your roles and responsibilities. 12. Contract 13. Restrictive covenants 14. Data Protection 1.1               To the extent that any data or information provided by the recruiter to the Client is personal data (as defined in the Data Protection Legislation) of an affiliate, the Supplier will be a data controller of such personal data and shall be responsible for ensuring that, in accordance with the applicable Data Protection Legislation, it has provided all necessary fair processing information to the affiliate and has taken appropriate steps to legitimise the disclosure of such personal data to the Client. 1.2               The parties acknowledge that the Client will also be a data controller of the personal data disclosed to the Client by the Supplier under this Agreement and accordingly the Company shall: (a)        comply will all of its legal obligations under the Data Protection Legislation which arise in connection with its processing of such personal data; and (b)        process such personal data only for purposes compatible with determining whether to engage Candidates (save to the extent that the Client has legitimised its processing of such personal data for another purpose either by obtaining consent from the Candidate or using an alternative method to legitimise such processing in accordance with the Data Protection Legislation and provided fair processing information to the Candidate in relation to this purpose). 1.3               Each Party shall deal promptly and in good faith with all reasonable and relevant enquiries from the other Party relating to its processing of personal data under this Agreement. 1.4               Each Party shall, if it receives any communication or request from a regulator, Candidate or third party which relates to the other Party’s processing of personal data under this Agreement (including any actual or alleged breach of the Data Protection Legislation) without undue delay forward such communication to the other Party and provide reasonable cooperation and assistance to the other Party in relation to the same. 1.5               For the purpose of this clause 9, “data controller”, “personal data” and “processing” shall have the meanings given to them in Data Protection Legislation. 15. Ownership of contacts/ affiliates/ clients/ jobs added to the database All contacts entered into the database shall belong and be owned by the Zems business only. This includes, but is not limited to clients, affiliates and jobs contacts.  Zems reserves the right to all information held on the database. 16. Advertising  This is intended for the sole purpose of attracting affiliates to any upcoming vacancies with the purpose of the affiliate filling the job vacancy advertised. 17. Restrictions on the Recruiter 17.1 The Recruiter shall not: (a)        disclose any of the contents of its written advice or discussions with the Zems business, to any Client or Candidate; (b)        make any representations, warranties, claims or guarantees to any third party about the Zems business or its business that are false or misleading or inconsistent with those contained in any current literature or documentation distributed by the Zems business; (c)        make any statement, orally or in writing, publicly or privately, or do any act or otherwise conduct itself in such a manner as will or may disparage, denigrate or be detrimental to the Zems business or its affairs and shall not authorise or permit any third party to do the same; (d)        send or otherwise provide any speculative curriculum vitaes or ‘such similar candidate representation documentation’  to any employee of any member of the Group; and (e)        enter into any contracts or binding commitments on behalf of, any member of the Zems business or make any representations or create or permit any expectations to be held regarding an affiliates potential employment with the Client. 17.2               The recruiter shall procure that its affiliates shall not, during the term of this Agreement and for a period of 12 months following termination of this Agreement either on Zems’ behalf or on behalf of any other third party, directly or indirectly solicit or entice away from the Zems business any affiliate of any member of the Zems business. ​ ​ ​ ​ ​ ​ ​