THESE TOGETHERALL PROFESSIONAL TERMS ARE INCORPORATED INTO OUR TOGETHERALL CUSTOMER TERMS. EACH ORDER FORM, TOGETHERALL PROFESSIONAL TERMS AND TOGETHERALL CUSTOMER TERMS IN FORCE AT THE TIME THE ORDER FORM IS ACCEPTED BY TOGETHERALL WILL FORM A SEPARATE AGREEMENT BETWEEN YOU AND TOGETHERALL
(A) Togetherall Professional Services is a tool that allows Recommenders authorized by the Customer to directly recommend individuals to receive an invitation to join Togetherall’s Support Network.
(B) These terms regulate the access and use of the Togetherall Professional Services by the Customer and its nominated Recommenders.
The definitions and rules of interpretation in this Clause apply to these terms.
1.1. Capitalised terms not defined herein shall have the meaning ascribed to them in Clause 1 of Togetherall Customer Terms (Definitions).
Account – means the account that is created for the Recommender to access the Togetherall Professional Services.
Recommendation – means the identification by a Recommender of a Recommended Individual to receive access to Togetherall’s Support Network.
Recommended Individual – means an individual that is the subject of a Recommendation.
Recommender – means the authorized Customer employee or other affiliated individual who has an Account and the capacity to recommend individuals to receive an invitation to join the Support Network.
Togetherall Customer Terms – means the Togetherall Customer Terms in force at the time the Order Form is accepted by Togetherall.
Togetherall Professional Portal – means the digital platform provided by Togetherall through, and further described in Schedule 1, through which the Recommender can make a Recommendation for a Recommended Individual, communicate and share information with Togetherall, and receive information from Togetherall about the activity of specific Recommended Individuals.
Togetherall Professional Portal Terms – means the Togetherall Professional Terms that are in force at the time the Order Form is accepted by Togetherall.
Togetherall Professional Portal Description – means the information as set out in Schedule 1.
Togetherall Professional Services Recommender Terms – means the Togetherall Recommender Terms, which is to be entered into by Customer’s authorized Recommenders in order to access the Professional Services Portal and establish an Account.
Togetherall Professional Services mean the services provided to Recommenders via the Together Professional Services Portal whereby Recommenders (i) are provided with an Account; (ii) may recommend that an individual receive an invitation to join the Support Network; and (iii) are notified if a Recommended Individual joins the Togetherall Support Network in response to an invitation.
1.2. In the event of conflict or inconsistency between these Togetherall Professional Terms and the Order Form, these terms shall prevail. In the event of conflict or inconsistency between these Togetherall Professional Terms and Togetherall Customer Terms, Togetherall Customer Terms shall prevail.
2.1. These Togetherall Professional Portal Terms are incorporated into our Togetherall Customer Terms. Each Order Form, Togetherall Professional Portal Terms, and Togetherall Customer Terms in force at the time the Order Form is accepted by Togetherall will form a separate Agreement between the Customer and Togetherall.
2.2. The terms of the Agreement (including these Togetherall Professional Portal Terms) shall apply to the services that Togetherall provides through the Portal to the Customer, authorized Recommenders, and its Recommended Individuals to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
3.1. The Customer acknowledges and agrees that the Togetherall Professional Services Portal is a platform through which Customer-authorized Recommenders receive the Together Professional Services.
3.2. The services described above (the “Togetherall Professional Services”) will be provided as described in the Togetherall Professional Portal Description.
4.1. The Customer shall (and shall ensure that its nominated Recommenders):
4.1.1. agree to be bound by the provisions of the Togetherall Professional Services Recommender Terms;
4.1.2. fully cooperate with Togetherall in a timely manner in all matters relating to the Togetherall Professional Services to enable Togetherall to comply with its obligations under the Agreement (and provide any reasonable assistance to Togetherall that may be necessary for the provision of the Togetherall Professional Services);
4.1.3. provide to Togetherall in a timely manner the email address of Recommended Individuals and all documents, information, items and materials in any form (whether owned or controlled by the Customer or a third party) necessary for the provision of the Togetherall Professional Services or reasonably required by Togetherall, and ensure that they are accurate and complete in all material respects;
4.1.4. ensure that all Personal Information contained in the documents, information, items, and materials provided to Togetherall, including without limitation the email address of the Recommended Individual, have been obtained and provided to Togetherall lawfully with all required consents and permissions of the data subject;
4.1.5. ensure that Recommenders secure the informed consent of any Recommended Individual for Togetherall to (i) use personal information (i.e., email address) to issue an invitation for the Recommended Individual to join the Togetherall Support Network and (ii) notify the Recommender if a Recommended Individual has accepted the invitation to join the Togetherall Support Network;
4.1.6. promptly grant any approvals, that may be needed from time to time for the provision of the Togetherall Professional Services; and
4.1.7. provide clear verification criteria, within the time periods reasonably specified by Togetherall, to allow Togetherall to identify the Customer-nominated Recommenders during the Account set-up process and during the provision of the Togetherall Professional Services.
5.1. Customer acknowledges and agrees that Recommenders will be notified via the Professional Services Portal if a Recommended Individual joins the Togetherall Support Network in response to an invitation but shall receive no other information about the Recommended Individual’s participation in the Support Network.
5.2. Each of Togetherall and the Customer shall comply with all applicable requirements of the Data Protection Legislation. This Clause 5 is in addition to, and does not relieve, remove, or replace, a party’s obligations under the Data Protection Legislation.
5.3. The Customer shall ensure that only individuals who are bound by equivalent confidentiality obligations as the Customer has in connection with any Confidential Information disclosed by the parties under the Agreement (which includes any Personal information) shall be nominated as Recommenders and have access to the Togetherall Professional Services.
6.1. To the extent that the Togetherall Professional Services provided by Togetherall are based on inaccurate, incorrect or incomplete data provided by the Customer (or its Recommenders, employees, agents, sub-contractors, or suppliers), or instructions or information provided by the Customer (or its Recommenders, employees, agents, sub-contractors, or suppliers) to Togetherall, Togetherall shall not be liable or responsible for any claims or losses suffered by the Customer as a result of Togetherall providing the Togetherall Professional Services to the Customer, its Recommenders, and its Recommended Individuals, relying on such inaccurate, incorrect or incomplete data, instructions or information.
6.2. The Customer shall indemnify Togetherall against all claims, liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Togetherall arising out of or in connection with:
6.2.1 any claim made against Togetherall by a third party, including Recommenders and Recommended Individuals, arising out of or in connection with the provision of the Togetherall Professional Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the terms of this Agreement by the Customer or its Recommenders, employees, agents, or subcontractors.
Togetherall Professional Portal Description
Togetherall Professional Portal is a platform allowing a Recommender to provide Togetherall with the information required to send individuals an email invitation to access Togetherall’s Support Network. View-only access is provided to the Customer so that they can follow up and check information about each of the individuals and their progress on Togetherall. For each Recommendation made:
