BES Online Portal Employers Terms of Service

Employers

1 Introduction

Welcome to BES Client Portal! This Terms of Service delineates the terms and conditions governing the utilization of this platform. By accessing this website and utilizing our Services, You agree to abide by these terms. If You do not agree to these terms, You may not use the BES Client Portal. For more information, please visit bessearch.com.

1.1 Definitions

For the purposes of this Terms of Service:

Account refers to a unique Account created for You to access our Service or parts of our Service.

Affiliate refers to an entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another entity. Authorized User refers to an individual or entity designated by the Customer or its Affiliates to access and use the Services in accordance with the terms outlined in this agreement.

BES Client Portal / BES Job Board / BES / We / Our / Us / Company refers to BES Executive Search Inc., 222 Bay Street, Suite 3000, Toronto, ON, M5K 1E7.

BES Technology refers to all components of the BES Client Portal, including its software, methodologies, AI models, updates, and proprietary systems, which are owned and protected by BES and its licensors.

Confidential Information refers to information, such as code, inventions, business data, or pricing terms, disclosed between the parties under this Agreement and identified as confidential at the time of disclosure or reasonably understood to be confidential by its nature.

Control refers to the ownership, either beneficially or of record, of more than fifty percent (50%) of the voting securities or equivalent ownership interest of the entity.

Copy refers to duplicating any part of the Services, including its code, content, or design, without authorization, for use in another context or platform.

De-Identified Data refers to information derived from Customer Content that has been anonymized and aggregated so that it no longer identifies individuals or entities and cannot be re-identified.

Disclosing Party refers to the entity or individual that shares or provides information, data, or materials to another party under the terms of this agreement.

EDIA refers to Equity, Diversity, Inclusion, and Accessibility.

Employer refers to the individual or entity accessing or using the Service, including companies or other legal entities represented by individuals. This term correlates to “Data Subject” or “user” as per GDPR guidelines.

Feedback refers to suggestions, comments, ideas, or other input provided by the Customer or its Authorized Users regarding the Services, which BES can use without obligation or restriction.

Fees refers to the monetary amounts specified in the Customer's Registration for access to and use of the Services provided by BES. Fees are typically non-refundable and non-cancellable unless otherwise stated.

Frame refers to embedding or displaying content from the Services on another website or platform in a way that appears to be part of that external site.

HR Management Tools refers to human resources management resources, including documents and software tools, provided on the BES Client Portal.

HR Management Tools refers to documents, software tools, and resources provided on the BES Client Portal to assist employers with human resources tasks, such as managing employee information or creating assessments.

Mirror refers to replicating or hosting exact copies of the Services, their components, or content, typically on a different server or platform, without authorization.

Overage refers to any usage by the Customer of the Services that exceeds the limits or scope specified in their Registration, requiring additional subscription or payment.

Receiving Party refers to the entity or individual that receives information, data, or materials from another party under the terms of this agreement.

Registration refers to the process of registering online to use the BES Client Portal and its Services.

Restricted Rights refers to the legal limitations placed on the use, duplication, or disclosure of materials or components provided through the Services, in compliance with applicable laws and regulations.

Sensitive information as defined under various applicable laws includes data that is highly personal and could potentially lead to harm or discrimination if disclosed. Examples include financial account numbers, health data, or personal identification numbers.

Service refers to the BES Client Portal, including all online Services provided therein.

Service Provider refers to any external firm or individual that processes data on behalf of BES, qualifying as Data Processors under GDPR.

Special categories of data as defined under applicable European data protection laws include sensitive personal information such as racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic or biometric data, and health or sexual orientation details.

Subscription Term refers to the period for which an Employer subscribes to use the Services.

Taxes refers to sales, use, import or export taxes, duties, value-added taxes, tariffs, or other levies imposed by a governing authority that are applicable to the purchase or use of the Services.

Third-party Social Media Service refers to any platforms allowing users to log in or create an account through existing social network credentials.

Upgrade Fee refers to the additional cost incurred by the Customer when increasing the scope of their Service package or adding new features, modules, or integrations.

Usage Data refers to automatically collected data resulting from the use of the Service or from the Service’s operational infrastructure.

Website refers to BES Executive Search Inc., accessible from www.bessearch.com

You / Your refers to the individual or entity utilizing the Service, synonymous with “Employer” or “Customer,” and encompassing definitions of “Data Subject” or “user” under GDPR.

2 Acceptance of Terms

As an Employer—by accessing or using the Services provided by BES—You agree to comply with the Terms of Service and any additional terms and conditions that may apply. If You find any aspect of these terms to be disagreeable, Your access to or use of our Services is not permitted.

3 Use of the Service

3.1 General Use of the Service

As an Employer, You agree to use the BES Client Portal solely for lawful purposes and in accordance with these Terms of Service. You are responsible for ensuring that any information You provide is accurate, complete, and up-to-date. Subject to the terms of these Terms of Service, upon online Registration as outlined in Section 4 and the payment of the applicable fee, the Company grants the Employer a limited, non-exclusive, non-transferable license during the relevant Subscription Term to access and use the Services and permit the number and type of individual users (“Authorized Users”) specified in the Registration to access and use the Services exclusively for internal purposes, including talent acquisition endeavours and support with HR and people-related matters.

3.2 Use of the Services by Customer Affiliates and Authorized Users

Customer may permit its Authorized Users, designated Affiliates, and Authorized Users of such Affiliates to access and use the Services pursuant to the terms of this Terms of Service; provided that additional fees may apply and such allowance does not expand the Company’s liability under Sections 9 and 15 below, and any claim under this Terms of Service or a Registration must be brought by Employer unless an Affiliate has separately registered directly with the Company for Services. Employer must notify the Company of the identity of any Affiliates exercising rights granted to Customer hereunder. Customer is liable for all Affiliates and Authorized Users compliance with Customer’s obligations under this Terms of Service. Employer must take reasonable steps to prevent unauthorized access to the Services, including, without limitation, by ensuring that all access credentials are kept confidential. No Authorized User will share its credentials or permit another individual to circumvent the privilege restrictions pertaining to the Services. Customer is liable to the Company for all activity that occurs with Customer’s credentials or otherwise through or in connection with Customer’s or its Affiliates’ or Authorized Users’ Accounts, including, without limitation, any unauthorized use or access of the Services through Customer or its Affiliates’ or Authorized Users’ Accounts by Customer or any third parties. If Customer discovers any vulnerabilities or breaches related to Customer’s, an Affiliate’s, or an Authorized User’s use of the Services, Customer will: (a) promptly contact the Company and provide details of the vulnerability or breach; and (b) cooperate with the Company to remediate such vulnerability or breach.

3.3 Customer Obligations When Using the Services

(a) The Customer understands that it has control over who is designated as Authorized Users, their specific roles and access rights, and the files, information, or other data that are uploaded, inputted, or otherwise processed in, through, and to the Services, as well as the specific purpose for which the Services are configured and used. Accordingly, in addition to the Customer’s other obligations under these Terms of Service, the Customer agrees to the following in connection with its use of the Services: (i) the Customer will ensure that it has obtained all requisite consents to enable the Company to provide the Services; (ii) the Customer will not use the Services in any manner that generates inquiries from a law enforcement or other regulatory agency or triggers such an agency to request the suspension of the Services; (iii) the Services may not be used to violate system or network security, including, but not limited to, transmitting files or messages containing computer viruses or propagating worms, Trojan horses, or spyware programs; (iv) the Customer may not perform any audits, penetration testing, or make any other intrusion attempts on the Services without the Company’s prior written consent; (v) the Services may not be used to transmit any Customer Content that violates or infringes the intellectual property, proprietary, or other rights of third parties, or that is offensive, illegal, or otherwise reasonably objectionable to any person or entity; and (vi) the Customer will not upload any of the following types of information: personally identifiable health information, financial account numbers (such as credit card or bank account numbers), or any other information or combinations of information that fall within the definition of “special categories of data” under applicable European data protection law or “sensitive information” under any other applicable law.

(b) The following describes general use restrictions for the Services. Except as expressly allowed under these Terms of Service, the Customer shall not, directly, indirectly, or through its Affiliates, Authorized Users, employees, or independent contractors: (i) attempt to sell, transfer, assign, rent, lend, lease, sublicense, or otherwise provide third parties the benefit of the Services; (ii) frame, mirror, copy, or otherwise enable third parties to use the Services (or any component thereof) as a service bureau or other outsourced service; (iii) allow access to the Services by multiple individuals impersonating a single end user; (iv) modify or use the Services in a manner that interferes with, degrades, or disrupts the integrity or performance of any Company services, systems, or other offerings, including, without limitation, data transmission, storage, and backup; (v) use the Services for the purpose of developing a product or service that competes with any of the Company’s products or services; (vi) circumvent or disable any security features or functionality associated with the Services; (vii) access the Services or associated data through web scraping or any undocumented process or interface; or (viii) use the Services in any manner prohibited by applicable law or treaties.

4 Registration

To access certain features of BES, You will be required to register an Account. By registering, You agree to provide accurate and complete information about Yourself. You are responsible for maintaining the confidentiality of Your Account credentials and for any activity that occurs under Your Account.

5 Fees and Payment Terms

5.1 Fees and Taxes

In consideration of the rights granted herein and access to and use of the Services, the Customer shall pay BES the amounts specified in the Registration for the Services provided thereunder (“Fees”). Fees are non-refundable and non-cancellable unless expressly agreed otherwise under this Agreement. Taxes are continually evolving and vary by jurisdiction. Therefore, the Fees specified in a Registration are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs, or other amounts attributable to the Customer’s execution of this Agreement or the purchase or use of the Services (collectively, “Taxes”). The Customer is solely responsible for the payment of any applicable Taxes. BES is responsible for any taxes based on BES’s net income, assets, payroll, property, and employees. If BES is required to pay Taxes on the Customer’s behalf, the Customer shall promptly reimburse BES for all amounts paid.

5.2 Billing and Payment Terms

Fees are payable in CAD and/or USD and are due at the time of Registration or as mutually agreed. BES reserves the right to suspend the Customer’s access to the Services if undisputed Fees are not paid when due. Amounts payable to BES shall continue to accrue during any period of suspension and must be paid as a condition precedent to reactivation. The Customer’s failure to pay any undisputed Fees when due shall be deemed a breach of a material obligation under this Agreement. Subscriptions, whether annual or monthly, will automatically renew at the end of each subscription period, and payments will automatically be withdrawn from the original form of payment unless written notice of cancellation is provided to BES prior to the renewal date.

5.3 Cancellation

Written notice of cancellation must be provided to BES prior to the renewal date to avoid automatic renewal and subsequent charges. For customers on the annual subscription package, cancellation will terminate access to the Services at the end of the current subscription term, and no partial refunds or credits will be issued for unused time. Customers are responsible for ensuring that cancellation requests are submitted in a timely manner to prevent charges for the next subscription period.

5.4 Upgrades and Overages

For monthly subscriptions, upgrades will take effect immediately. The Customer will be charged the difference between the current and upgraded package rates for the remaining days in the current month, and the upgraded package rate will apply starting from the next billing cycle on the 1st of the following month. If You choose to downgrade Your plan before the end of Your current billing cycle, You will retain access to Your original subscription until the start of the next billing cycle. The new subscription fee will be applied beginning with the next billing cycle. No refunds or credits will be issued for downgrades.

For annual subscriptions, if the Customer wishes to upgrade, a new annual term will begin on the date of the upgrade, and the Customer will receive a prorated credit for the unused portion of their current subscription applied towards the new subscription. The adjusted price will reflect this credit and the rate for the upgraded package. Downgrades are not available during the current subscription term; however, You may choose to switch to a lower-tier plan at the time of Your next renewal.

If the Customer’s actual usage of the Services during a Subscription Term exceeds the allowance or scope stated in the Registration (“Overage”), the Customer will be required to subscribe and pay for such Overage, prorated, based on the Fee set out in the then-current Registration (or then-current pricing if not specified). The Customer may elect to upgrade its Service package, add other then-available add-ons, modules, or integrations, or increase the scope of its subscription to add additional users at the then-current rates (“Upgrade Fee”).

6 Intellectual Property

6.1 BES IP

The BES Client Portal, Services, AI, underlying technology, and its original content, features, and functionality are core to BES’s business. All rights not expressly granted to the Customer under this Terms of Service are reserved by BES, its suppliers, and licensors. BES and its licensors retain all rights, title, and interest in and to BES’s name, logo, and other marks, the Services, any documentation related thereto, all underlying software, AI models, De-Identified Data, methodologies, and all components, updates, modifications, derivative works, and manifestations thereof, including all intellectual property and proprietary rights.

You understand and acknowledge that BES, its affiliates, or its licensors own all rights, title, and interest in the BES Client Portal and all proprietary rights associated therewith. BES reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, trademark and service mark attributions, patent markings, or other indicia of ownership on the materials accessed through the BES Client Portal, other than Your user content. Any use of materials or descriptions, derivative use of the BES Client Portal or its materials, and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. Under no circumstances may You frame any portion of the BES Client Portal or any materials contained therein.

The materials on the BES Client Portal are provided with Restricted Rights. Use, duplication, or disclosure is subject to restrictions set forth in applicable laws and regulations.

6.2 Rights to Customer Content

As between the parties, any rights to Customer Content are retained by the Customer. The parties agree that Usage Data and Feedback are not considered Customer Content. “Usage Data” refers to data related to the Customer’s use of the Services, including, but not limited to, the number of contracts processed and analysed, tasks created and completed, searches or reports run, and the frequency of log-ins.

6.3 License to Customer Content

The Customer grants BES a limited, non-exclusive, royalty-free, worldwide license to use, copy, store, modify, distribute, transfer, and display all Customer Content solely for the purpose of providing the Services. BES may: (a) use Usage Data to develop, improve, support, secure, market, and operate the Services, provided that any Usage Data shared externally is aggregated and anonymized; and (b) improve the Services by producing AI models that include Customer Content that has been de-identified, anonymized, and aggregated. Once Usage Data and Customer Content are converted to De-Identified Data, they cannot be re-identified.

6.4 Feedback

The Customer and any Authorized User may submit comments, suggestions, ideas, or other feedback to BES. Customer grants BES a perpetual and irrevocable license to use and exploit any portion of Feedback in any manner without any obligation, royalty, or restriction.

7 HR Management Tools

The BES Client Portal provides human resources management documents and software tools to employers and their employees (“HR Management Tools”). If You are an employee using any HR Management Tools, You agree that such use is subject to this Agreement. BES provides the HR Management Tools but accepts no responsibility for them. BES does not offer legal advice and cannot guarantee that any HR Management Tool will comply with the law. You retain all responsibility for compliance.

The BES Client Portal also provides screening tools to employers for use in the application process, including screener questions, phone screen tools, and assessments. These tools are licensed for employers’ use as determined by them. The Employer is solely responsible for determining which answers will qualify a candidate and for using the screening tool, including any results that may have a disparate impact.

BES does not act as an employment agency by offering screening tools. By using these tools, You acknowledge that BES is not procuring employees for employers or procuring opportunities for job seekers. BES simply provides a tool for enabling employers and job seekers to exchange information. Employers are solely responsible for compliance with all applicable laws, including anti-discrimination and data protection laws, and for offering alternative screening methods if required by relevant legislation.

8 Third-Party Websites

BES may provide You with access to a link on the BES Client Portal to services or products offered by a third party (“Third-Party Service”). BES acts as a conduit, facilitating the transmission of background checks from a background check third-party service to You. BES will view and store background check reports but will not manipulate or alter the information.

If You choose to use a third-party service, You are entering a contract directly with the third party, and BES is not a party to this contract. You agree to fully indemnify and defend BES against any claims arising from Your use of a third-party service.

BES may recommend or provide links to third-party websites, but cannot guarantee the accuracy or legality of the content on these sites. You acknowledge that BES has no control over third-party sites and agree to use them at Your own risk.

BES may receive compensation for recommending or linking to third-party websites, but this does not influence its recommendations. By using the BES Client Portal and following recommendations to third-party websites, You agree to indemnify BES from any claims arising out of Your use of these sites.

9 Indemnification Regarding HR Laws

In no event shall BES, its directors, officers, employees, or agents be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or in any way related to Your failure to comply with EDIA laws in Your jurisdiction, including salary disclosure regulations, based on the advice provided through the BES Client Portal.

By using the BES Client Portal, You agree to indemnify, defend, and hold harmless BES from any and all claims arising out of Your failure to comply with EDIA laws in Your jurisdiction.

The advice provided through the BES Client Portal is intended to align with applicable EDIA laws, but BES does not warrant that the advice will conform to all EDIA laws in every jurisdiction.

Employers are solely responsible for compliance with all applicable laws and for offering alternative screening methods if required.

10 Use of AI Interface

Achieving fairness and EDIA in hiring requires nuanced expertise and commitment. At BES, we employ both quantitative and qualitative data to assess the fairness of our products. We integrate the lived experiences of job seekers into our processes, recognizing that learning and improvement are ongoing.

While AI presents exciting opportunities to enhance human work, hiring remains fundamentally human. People play critical roles in the job-seeking and hiring processes. Decisions about jobs and hiring are pivotal, and we aim to uphold the human element while enhancing the experience.

We are committed to responsible innovation. We strive to ensure that AI systems are accountable, transparent, well-governed, and respectful of human rights.

The BES Client Portal includes an AI interface designed to aid in creating job descriptions, interview questions, and EDIA-focused language suggestions. By using the AI interface, You acknowledge and agree to the following:

11 Limitation of Liability

11.1 Aggregate Liability and Exclusion of Certain Types of Damages

(a) To the maximum extent allowed under applicable law and subject to Section 11.2, the total aggregate liability of each party and its suppliers and licensors relating to this Agreement shall be limited to the actual and proven direct damages incurred, up to the aggregate amounts paid or payable by the Customer hereunder during the twelve (12) months immediately preceding the incident giving rise to the claim.

(b) To the maximum extent allowed under applicable law and subject to Section 11.2, in no event will either party be liable for any special, consequential, incidental, indirect, or punitive damages, or for lost profits or lost revenue arising out of or related to the subject matter of this Agreement.

11.2 Exceptions and Interpretation

(a) Notwithstanding anything to the contrary, Section 11.1 does not apply to: (i) amounts incurred when acting as an Indemnitor under Sections 9 or 15; (ii) Customer’s obligation to pay all fees due; or (iii) damages arising from intentional misconduct or fraud.

(b) The limitations in Sections 11.1(a) and 11.1(b) are independent, and the limitation of damages in Section 11.1(a) shall survive any failure of essential purpose of the limited remedy in Section 11.1(b).

12 Miscellaneous

This Agreement constitutes the entire Agreement between You and BES, superseding all prior agreements. If the Job Seeker Terms or Employer Terms apply to Your use of the BES Client Portal, those terms take precedence in case of conflict.

Each provision is separately enforceable. If any provision is found unenforceable, it shall be reformed to the extent necessary for the rest of the Agreement to remain in effect.

This Agreement cannot be modified or amended except in writing signed by both parties.

You may not assign any rights or obligations without BES’s prior written consent. BES may freely assign or delegate its rights and obligations.

BES and You are not in a legal partnership, agency relationship, or employment relationship.

The term “including” means “including without limitation.”

13 Mutual Confidentiality Obligations

13.1 Meaning of Confidential Information

Each party (as the Receiving Party) agrees that all code, inventions, know-how, business, technical, and financial information obtained from the disclosing party constitutes the confidential property of the disclosing party (“Confidential Information”). Service performance information, pricing terms, and documentation are the Confidential Information of BES. Customer Content is the Customer’s Confidential Information.

13.2 Standard of Care

Except as expressly authorized, the Receiving Party will hold in confidence and not use or disclose any Confidential Information for any purpose outside the scope of this Agreement, using the same degree of care as for its own confidential information (but in no event less than reasonable care).

13.3 Compelled Disclosure and Equitable Relief

A Receiving Party may disclose Confidential Information if required by law but only to the minimum extent necessary and with advance notice to the Disclosing Party, if permitted. Disclosure could cause substantial harm, so the Disclosing Party is entitled to seek equitable relief.

14 Disclaimer of Warranties

The BES Client Portal is provided “as is” and “as available” without warranties of any kind. BES does not warrant that the BES Client Portal will be uninterrupted, secure, or error-free. You use the BES Client Portal at Your own risk, and BES disclaims all liability arising from Your use.

15 General Indemnification

You shall indemnify, defend, and hold harmless BES from any claim or liability arising out of: (a) Your violation of any term of this Agreement; (b) Your use of the BES Client Portal or any BES product; (c) Your loss or disclosure of information gained; (d) Your violation of any laws; (e) Your violation of any third-party right; (f) any claim that Your content caused damage; (g) Your actions as an Employer; or (h) activities of any third-party service providers You engage.

16 Class Action Waiver

By using the BES Client Portal, You agree not to sue BES as a class plaintiff or participate in a class-action lawsuit against BES regarding Your use of the BES Client Portal.

If You do not agree to any part of these terms, do not continue Your use of the BES Client Portal. This does not limit Your right to bring a lawsuit as an individual plaintiff.

17 Privacy

Your use of the BES Client Portal is also governed by our Privacy Policy, which explains how we collect, use, and disclose information that pertains to Your privacy.

18 Modification of Terms

BES reserves the right to modify or revise the Terms of Service at any time. Any changes will be effective immediately upon posting on this page. Your continued use of our site after changes constitutes Your acceptance of the new Terms of Service.

19 Code of Conduct

To maintain a professional and respectful environment on the BES Client Portal, all users are expected to adhere to the following guidelines:

  1. Respectful Communication: Treat all users, employers, job seekers, and BES staff with respect and professionalism.
  2. Compliance with Laws: Use the BES Client Portal only for lawful purposes and in compliance with applicable laws.
  3. Accuracy of Information: Ensure that all information provided is accurate, truthful, and up-to-date.
  4. Prohibited Activities:
  1. Fair Use: Do not misuse the platform’s tools or features in ways that may harm the system, other users, or BES.

Enforcement: Failure to comply may result in warnings, suspension, or termination of access. If you have questions, contact us at contactus@besclientportal.com.

20 Termination

We reserve the right to terminate or suspend Your access to BES at any time, without prior notice or liability, for any reason, including breach of these Terms of Service. Upon termination, Customer and all Authorized Users shall discontinue all use of the Services. BES may retain Customer Content for legal purposes but will otherwise dispose of it in the ordinary course.

21 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein. Any disputes shall be subject to the exclusive jurisdiction of the courts located in Toronto, Ontario.

22 Notices

Either party may give notice by electronic mail or written communication sent by first-class mail or pre-paid post. Customer must give notice to BES in writing at contact@bessearch.com and contactus@besclientportal.com. BES will provide notice to Customer at the email or mailing address provided by Customer.

If You have any questions about these Terms of Service, please contact us at contactus@besclientportal.com.

By using the BES Client Portal, You acknowledge that You have read and understood these Terms of Service and agree to be bound by them.