1.1 This website is operated by Birch Graduate Recruitment Limited, a company incorporated under the laws of Ireland with company number 626157 and registered office at 6 Seagreen Close, Greystones, Co. Wicklow ("Birch", "we" or "us"). In these Terms), "you" or the "Company" refers to any company that uses and/or accesses the Services (defined below), or any person who does so on behalf of the Company (and "Companies" shall be understood accordingly).
2.1 Our services consist of www.birch.io (the "Site"), any other Birch-related sites, apps, communications and any other services that state that they are offered under these Terms (together, the "Services"). Registered users of our Services are either job seekers ("Jobseekers") or Companies (together "Members"). Unregistered users of the Services are "Visitors". The Services allow Companies to identify highly relevant students for their open graduate and internship positions. These Terms apply to Companies.
3.1 These terms of service, our Privacy Notice, and the other policies and information published or made available through the Services (collectively, the "Terms") are the terms and conditions on which we provide use of, and access to, the Services. They tell you who we are, how we provide the Services, what we expect from Companies who use the Services; what activities are permitted and not permitted on or in connection with the Services; what to do if there is a problem and other important information. These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 Please read these Terms carefully. These Terms constitute a legally binding agreement as entered into by your Company and us on the earlier of the date your Company's authorised representative finalises your Company's Subscription and indicates your Company's assent to these Terms, or the date on which you access or use any of the Services. If you do not accept and agree to these Terms on behalf of your Company, you must not access or use the Services.
3.3 These Terms are the entire agreement between you and us in relation to use of the Services. As an authorised representative of your Company, you acknowledge that your Company has not and does not rely on any statement, promise, representation, assurance, warranty, custom or market practice that is not set out in these Terms.
3.4 You represent and warrant that you, as an individual, have the capacity to enter agreements relating to Birch, such as these Terms, on behalf of the Company.
4.1 Subject to section 5.2, to use or access the full suite of our Services, your Company must first register with us on our Site and create a Company Account.
4.2 You acknowledge that only a person with your domain email address (for example, their work email "@companyname.com") can create a Company Account. By clicking "Agree" or registering a Company Account, you agree to assume and have full control over (a) your Company Account; (b) all existing and future content; and (c) all Company Accounts associated with your domain email address.
4.3 You agree that as the representative responsible for registering and maintaining the security of your Company Account:
4.4 You are subject to, and are solely responsible for obeying, all laws and regulations of the jurisdiction in which you are located and from which you access or use any of the Services.
5.1 Between you and us, you control access to the Services by your Company staff and are responsible for their use of the Services in compliance with these Terms;
5.2 We do not provide any equipment, software, mobile access and internet access necessary for you and your Company staff to use or access the Services. It is your responsibility to ensure the Services are compatible with all hardware and software used by your Company.
5.3 We reserve the right to limit your Company's use of the Services. You understand and agree that we also reserve the right to change, withdraw, suspend or discontinue the Services or part of it for you or our other customers and / or Members and Visitors at any time at our sole discretion without notice to you or any other Members and Visitors.
5.4 By accessing and using the Services you hereby undertake and agree to do so in a legal and ethical manner. You hereby acknowledge and agree that you shall not use the Services to transmit material, or otherwise engage in any activity, that is dishonest, defamatory, tortious, harmful, obscene, infringing, offensive, bullying, harassing, scandalous, hateful, inflammatory, threatening, unlawful, profane, pornographic, invasive of privacy or otherwise objectionable in relation to your use of the Site or Service including without limitation, anything that facilitates illegal activity, depicts sexually explicit images, promotes violence, is discriminatory, is illegal or which could or does cause damage or injury to any person or property, could give rise to any civil or criminal liability under applicable law, including, without limitation, any material that you are not entitled to post or transmit, or where such posting or transmission is in breach of any duty of confidentiality and/or third party intellectual property rights.
5.5 Except as expressly set out in these Terms or as permitted by applicable law, you hereby agree and undertake:
together our "Acceptable Use Requirements".
6.1 Subject to compliance with these Terms, for the duration of your Company’s Subscription to Services (unless terminated earlier) we hereby grant:
(together the "License").
6.2 The Licence is non-sublicensable and is subject to these Terms. We can terminate the License at any time for any reason without notice.
7.1 We, and/or our licensors, retain all right, title and interest in and to the information (in any form including without limitation text, graphical, video and audio), images, icons, applications, designs, software, scripts, programs, copyright, trade marks, trade names, logos, and other materials and services available on or through the Services, including its look and feel (together **"Our Content"**).
7.2 Our Content is protected by copyright, trade mark, database rights, sui generis rights and other intellectual and industrial property laws (as the case may be), under national laws and international treaties. Your access and/or use of any of the Services does not transfer to you or any other person any ownership or other rights in or to Services, or its content, unless specified otherwise in these Terms.
7.3 You may not make alterations, copies, extractions, modifications or additions to Our Content, or sell, copy, disseminate or licence it, or misuse the Our Content in any way. If you want to re-publish, extract, reproduce, disseminate or otherwise use any of Our Content, you must contact us in advance and obtain our prior written permission except if otherwise expressly provided in these Terms. This is without prejudice to any rights you may have under applicable mandatory laws.
7.4 You acknowledge and agree that any breach of this Section 7 will cause us irreparable harm for which damages are not an adequate remedy and that we may seek interim, preliminary or protective relief from any competent court to restrain any anticipated or actual breach of this Section 7.
7.5 Our Content made available on the Services is provided for information purposes only, is subject to change and will be updated from time to time without notice.
8.1 In these Terms, "Your Content" means the content and information you and / or your Company’s staff create, upload, publish, display, link or customise on or in connection with
8.2 You represent and warrant that you own all of Your Content or otherwise have all necessary rights (including intellectual property rights) to share, distribute, publish and make available Your Content and license Your Content to us in accordance with Section 6.5.
8.3 Your Content is provided by your Company or your Company staff and you are solely responsible for it, whether it was created before or after the date of your agreement to these Terms. We accept no responsibility for the accuracy or otherwise of Your Content which we hold and process on your behalf. The creation of back-up copies of Your Content is your sole responsibility and we are not liable for any of loss or damage to Your Content.
8.4 We reserve the right, but, to the maximum extent allowed by law, disclaim any obligation to edit or remove any of Your Content if we believe that it violates these Terms, our policies, or applicable law.
8.5 In consideration of the access to or use of the Services, you hereby grant us, for the duration of your Subscription, a worldwide, non-exclusive, unlimited, transferable, sublicensable, fully paid up, royalty free license to use Your Content for the purpose of providing the Services. This license ends when Your Content is deleted. However, you understand that removed content may persist in backup copies for a reasonable period of time.
8.7 Notwithstanding any other term of these Terms, you agree that we use statistical data, analytics, trends and other similar aggregated data derived from your use of the Services to improve and provide our products and services.
9.1 In consideration of us providing the Services you must pay our charges ("Charges") in accordance with this clause 9. Failure to pay the Charges will result in the suspension or termination of the Services.
9.2 The Charges are the prices quoted on our website calculated per relevant candidate who applies for an open position based on the number of applicants you have requested for each open role (the “Subscription”).
9.3 The Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of such taxes, at the applicable rate, at the same time as you pay the Charges. We may calculate VAT payable by you based on the billing information that you provide us at the time of purchase.
9.4 Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
9.5 Payment of the Charges and for the Services is made on a weekly basis every Monday for all relevant applications received the previous week.
9.6 We will send you an electronic invoice on a weekly basis every Monday for all relevant candidates that have applied the previous week. Payments of the Charges are made via Stripe. All payments made are governed by the independent legal terms and privacy policies of that payment method, which you should read. We do not store or have access to your billing details. For any failed or cancelled payments, a €20.00 administration fee will be charged.
9.7 We reserve the right to amend the Charges on a monthly basis with effect from each anniversary of the Commencement Date of your Subscription once per calendar month.
9.8 It is possible that despite our reasonable efforts, charges for the Services may be incorrectly priced. If the correct price for the Services is higher than the price stated on the Site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing Your Subscription to the Services at the correct price or cancelling your Subscription. We will not provide you with the Services until we have your instructions. However, if we p 9.4 mistakenly accept and process your Subscription request where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may cancel your Subscription to the Services and refund you any sums you have paid.
9.9 All amounts due under the Terms must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10.1 You acknowledge that we have no obligation to monitor access to or use of the Services for violations of these Terms. We are not responsible for others' (including other Members') content or information. We cannot always prevent this misuse of the Services, and are not responsible for any such misuse.
10.2 However, we reserve the right to monitor for the purpose of operating and improving the Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure compliance with these Terms and to comply with applicable law or any order or requirement of a court, consent, decree, administrative agency or other governmental body. We reserve the right at all times to determine whether Your Content is appropriate and in compliance with these Terms, and may pre-screen, move, refuse, modify and/or remove Your Content at any time, without prior notice and in our sole discretion, if Your Content is found to be in violation of these Terms or is otherwise objectionable.
In order to provide a more robust service and help ensure the security of your information, we will only collect and process your information in accordance with our Company’s Privacy Notice
12.1 To the maximum extent permitted under law in your jurisdiction, your access and use of the Services is entirely at your own risk and you assume full responsibility and risk of loss resulting in whole or in part from your use and/or access to the Services. We (and any third parties we work with to provide the Services) shall not be liable to you or to anyone else for any loss, damage or distress caused in whole or in part by relying upon, using, or interpreting the Services or other information obtained through your (or your personnel’s or any other person’s) access and / or use of the Services. The Site and the Services are provided ‘as-is’ and on an ‘as available’ basis without any representation or endorsement of any kind. To the fullest extent permitted by applicable law we disclaim all warranties, conditions or other terms of any kind express or implied. For the avoidance of doubt, we make no undertaking, representation or warranty: (i) in connection with the completeness or accuracy, reliability or timeliness of any of the Content made available through the Services; and/or (ii) that the Site or the server(s) it is hosted on is free from defects, errors, viruses, bugs or other harmful elements. We will not be liable if for any reason the Services (or any part of them) are unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Services.
12.2 Your use of the Services (or any part(s) thereof) will give you the opportunity to engage in communications with persons other than us. All such communications are at your own risk. We are not a party to any such communications and hereby disclaim any and all liability regarding all such communications. To the extent that you choose to partake in such communications, we makes no representations, warranties or conditions of any kind related thereto whether express or implied, all of which we hereby disclaim to the fullest extent permitted by law.
12.3 The exclusion of certain warranties and the limitation of certain liabilities are prohibited by legislation in some jurisdictions. Such legislative limitations may apply to you. Any exclusion of warranties or limitation of liability in these terms shall not affect your statutory rights. The disclaimer, liability exclusion, liability limitation, and indemnity provisions in these terms survive indefinitely after the termination of our relationship.
13.1 To the maximum extent permitted by applicable law your use of the Services is at your sole risk. Nothing in these Terms limits any liability which cannot legally be limited, including liability for (i) death or personal injury caused by negligence; and (ii) fraud or fraudulent representation.
13.2 Subject to clause 13.1, we hereby expressly excludes all liability, loss or damage incurred by you, or any other person, arising out of access to, use of or inability to use any of the Site and/or the Services (by you or any other person), whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for any of the following, arising under or in connection with the Terms, whether foreseeable or not: (i) loss of profits, (ii) loss of income or revenue, (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to reputation or goodwill; and (vii) any special, indirect or consequential loss or damage (including but not limited to offensive or defamatory statements, down time or loss, use of, or changes to, your information or content).
13.3 If you are dissatisfied with any aspect of the Services at any time, your sole and exclusive remedy is to cease using the Services. You agree that we will not be liable to you or to any third party for any modification, suspension, deactivation and/or termination of the Services (or any part thereof). Without prejudice to the preceding restriction, to the maximum extent permitted by law and subject to section 13.1 and 13.2, in no event will our total aggregate liability to you or to any other person arising under or in connection with the Terms for any claims, proceedings, liabilities, obligations, damages, losses, and costs, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, shall not exceed, in the aggregate for all claims, the amount that is the lesser of €1,000 OR 10% of the total Charges paid under the Terms] OR the total Charges paid for the Services in the most recent 12 month period.
14.1 To the maximum extent permitted by applicable law in your jurisdiction, the Company will hold harmless and indemnify us from any claim, suit or action arising from or related to:
14.2 You undertake and agree to promptly assist and cooperate as fully as reasonably required by us in the defence of any such claim or demand. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter subject to indemnification by you.
15.1 Each party to these Terms undertakes that it will not at any time disclose to any person any confidential information concerning the other party’s business, affairs, customers, clients or suppliers, except as permitted by clause 15.2.
15.2 We may each disclose the other’s confidential information:
15.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under these Terms.
16.1 These Terms will remain in effect until your Subscription expires or is terminated in accordance with its Terms.
16.2 You can terminate your Subscription at any time via your Company Account settings. On termination you lose the right to access or use the Services.
16.3 Subject to applicable law, we may temporarily or permanently suspend or cancel or impose limits on or restrict your access to parts or all of the Services at any time, without assuming liability for any individual or third party. We will endeavour to provide notice to you before we do this. However, we may not provide prior notice to you, and may immediately, permanently or temporarily, impose limits on, cancel, suspend or restrict your access to parts or all of the Services.
16.4 The following clauses shall survive termination: 11 (Privacy and Data Protection), 12 (Disclaimer), 13 (Limitation of Liability), 14(Indemnity) 15 (Confidentiality), 16 (Termination) and 20 (Governing Law and Jurisdiction) and any other provisions which by their nature are intended to survive termination or expiry, shall survive termination or expiry of the relationship between you and us.
17.1 We will not be liable or responsible for any failure to perform, or delay in performance, of any of our obligations under the Terms that is caused by any act or event beyond our reasonable control (“Force Majeure”).
17.2 If an Force Majeure takes placed that affects the performance of our obligations under these Terms:
18.1 We are constantly innovating, changing and improving the Services. We may add or remove functionalities or features, create new limits to the Services, or temporarily or permanently suspend or stop all or part of the Services. Any new features or tools which are added to the current Services shall also be subject to these Terms. You can review the most current version of the Terms at any time on this page. If we make material changes to the Terms, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes before they become effective. We reserve the right to update, change or replace any part of the Services or these Terms by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes. If you object to any changes and wish to terminate this agreement you can do so by closing your Account at any time and no longer accessing or using our Services. Any amendment, variation or modification to these Terms you purport shall not be binding on us.
19.1 These Terms operate to the fullest extent permissible by applicable law. If any provision (or part thereof) of these Terms is unlawful, void or unenforceable, that provision (or part thereof) is deemed severable from the Terms and does not affect the validity and enforceability of any remaining provisions (or part thereof).
19.2 The Services may provide, or third parties may provide, links to other websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
19.3 The disclaimers, limitations and exclusions of liability, and indemnity provisions in these Terms survive indefinitely after the expiry or termination of the Terms.
19.4 Nothing in the Terms shall be construed to create a partnership or agency relationship between you and us and neither party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.
19.5 You may not assign or otherwise transfer any of your rights or obligations under the Terms without the prior written consent of us, and any attempted assignment or transfer without such consent will be void. We may assign, sub-contract or novate any of our rights and/or obligations under these Terms and you agree to promptly execute any and all documents necessary or desirable for that purpose.
19.6 If you breach Terms and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms. If any provision (or part of a provision) of these Terms is found by a court of competent jurisdiction or any other competent authority to be void, invalid or unenforceable, it shall be deemed to be deleted from the Terms and all other provisions of these Terms remain in full force and effect to the extent that the remaining provisions are capable of standing without the provision ruled void, invalid or unenforceable.
19.7 You agree that the only way to provide us legal notice is at the address provided in clause 1.
20.1 The formation, interpretation and operation of the Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Ireland. Except as otherwise provided by applicable law, you and we agree that the courts of Ireland have exclusive jurisdiction to hear and determine any dispute, claims, actions or proceedings that may arise out of or in connection with the Terms. However, this does not prevent us from instituting proceedings outside of Ireland.
21.1 If you have any questions regarding these Terms or are dissatisfied with the Services offered please contact us using the following information [email protected]