Terms of Service of HeyDevs

For Talents & For Employers

  1. For Talents

HEYDEVS PRIVATE LIMITED, 105 Cecil Street, #06-02h, The Octagon, Singapore (069534), Unique Entity Number: 202321577K (hereinafter referred to as "HeyDevs" or "us") operates an online job marketplace platform via https://app.heydevs.io and other official channels (the "Service"). The Service connects companies ("Company" or "Companies", and candidates ("Talent" or "Talents") with each other trying to match the right person with the right job. Talents are natural persons seeking new employment or freelance contracts through the Service. Companies are natural persons or business entities searching for new employees or contractors through the Service.

  1. Scope

    1. Within the framework of the Talents' own technical and operational possibilities HeyDevs allows the Talents to participate in the Service. HeyDevs provides all services in connection with the Service for Talent solely based on these Terms of Service (hereinafter referred to as "Talent Terms of Service" or "Terms of Service").
    2. HeyDevs objects to the validity of any general terms and conditions of Talents. General terms and conditions of Talents become an integral part of the agreement between the Talent and HeyDevs, only if HeyDevs explicitly consents to Talent in writing.
    3. HeyDevs can utilize the services of independent third parties for the Service ("Third Party Service") such as app stores and social networks. No third party services are provided by third parties upon the instruction of HeyDevs. Third party services are not provided by HeyDevs. HeyDevs or the third party will identify these services in a suitable manner. Any issues in connection with third party services are not affected by these Terms of Service. HeyDevs shall not be responsible for third party services. Third party services are potentially subject to their providers' general terms and conditions.
    4. Applications for mobile devices ("Apps") are generally not directly provided by HeyDevs but by a third party provider ("App Store"). A separate user account may be necessary for this purpose. HeyDevs does not warrant that the Service is identical in functionality and design on all mobile devices. Certain functions and contents may not be available. Talents should see the functionality description of the App.

  2. Talent Eligible to Participate

    1. HeyDevs offers the Service only to Talent looking for Placement as defined in Section 7.3 below.
    2. With his/her account registration or participation in the Service, Talent represents that he/she is of legal age and of legal capacity.

  3. Talent Enrolment / Entry Into Force

    1. The participation in the Service requires that the Talent confirm that they have read and agree to the HeyDevs Terms of Service and Data Protection and Privacy Policy and the setup of a Talent account ("Account").
    2. Talent must accurately complete the application and not use any aliases or other means to mask its true identity or contact information.
    3. By filling in the application, Talent submits a binding offer to enter into an agreement with HeyDevs according to the terms and conditions of these Terms of Service ( "Agreement" ).
    4. HeyDevs is entitled but not obliged to verify the accuracy of the Talent's information. This may be done by HeyDevs requesting documents to prove the identity such as a personal ID card. HeyDevs is entitled to make the creation of an account subject to such verification.

  4. Limits of Use / Prohibited Conduct

    1. HeyDevs provides the Service solely for use in accordance with these Terms of Service. Automated login is prohibited. Only the official clients and apps or websites and other official channels provided by HeyDevs may be used to connect to the Service. The Talent may not create, support, host, link or provide any other options, which can be used by other persons to utilize the Service.
    2. The Talent is prohibited from transferring his/her Account to third parties without the prior written consent of HeyDevs.
    3. The Talent is not entitled to use any means, mechanisms or software in connection with the Service, which can disturb functionality of the Service. The Talent may not undertake any action, which can result in an unreasonable or excess load of the technical capacities of HeyDevs. In particular, the Talent is not permitted to block, overwrite or modify the contents generated by HeyDevs unless HeyDevs has permitted it specifically in writing.
    4. The Talent will refrain from anything that could endanger the performance and availability of the Service.
    5. By using the Service, the Talent will not violate any applicable legal provisions and the Talent assures not to contribute or transmit any illegal or immoral contents to the Service. This includes specifically any contents (including member names, etc.),
      1. which are, false, inaccurate or misleading;
      2. which are, insulting, racist, sexist, pornographic or obscene;
      3. which can damage the reputation of HeyDevs;
      4. suitable to violate copyrights, patents, brands or any other intellectual property rights, the rights on a person's own image and other personal rights or third party rights.
    6. The Talent is not permitted to disseminate commercial advertising for third party products or programs, to send unsolicited mass emails and unsolicited advertising in the Service. The Talent will honor the privacy of third parties. In addition, the Talent is not permitted to disseminate in the Service unauthorized any third party work that is protected by copyrights or other rights. Moreover, the Talent is not allowed to refer to offers with such content.
    7. HeyDevs is entitled to stop such violations against this Section 4. In addition, HeyDevs is entitled to delete the breaching contents of the Talent. The same applies to definite indications of a violation against these Terms of Service to contents, which are otherwise illegal. There is no entitlement to the recovery of breaching deleted content. Such a claim is also voided if the restoration is not possible for technical reasons.
    8. Without the prior express written consent of HeyDevs, any blocked Talent is prohibited from creating a new account. If this ban was circumvented, then HeyDevs has the right to block Talent’s Account permanently without prior announcement.
    9. The provisions of this Section 4.4 do not limit the termination right of HeyDevs, particularly the right to terminate effective immediately in accordance with Section 12.

  5. Functioning of the Service / HeyDevs’s responsibilities

    1. HeyDevs provides the Service to connect Talent and Companies. The Service works as follows: Talent sign-up to the Service and make their curriculum vitae and other information as specified in the Terms of Service or the Talent Terms of Service available. Companies also sign-up and provide a profile. This profile is only visible to Talents that the Companies are interested in as defined below. Companies can browse the Talent profiles in a list and detailed view and decide to apply to the respective Talent by sending an interview request. These interview requests come with a first, non-binding offer proposal of what compensation package the company has in mind. Talent can review the interview requests and are now able to browse the profiles of Companies that have sent the requests. The Talent can accept or reject the interview request. If rejected, the Company may (upon choice of the Talent) re-contact the Talent with a revised proposal. If accepted, HeyDevs connects Talent and Company.
    2. Once a Talent has been viewed by a Company in the list view it is considered to be introduced by HeyDevs ("Introduction”). If Talent and Company had been introduced in the past twelve months before the Introduction directly or by a third party and Company did not inform HeyDevs about this within five business days in writing and substantive materials showing the introduction, the Talent is considered to have been introduced by HeyDevs. Email or the Service are sufficient media in this matter.
    3. An Introduction on the Service lasts twelve months.
    4. HeyDevs may from time to time, but is under no obligation to, suggest a specific Talent to a Company or vice versa. The Talent is then also seen as introduced. This can be done via email, messaging service or phone.
    5. HeyDevs undertakes reasonable efforts to match Talent and Companies, however, HeyDevs does under no circumstances represent, undertake in any other way that Talent or Company will find a match through HeyDevs and/or the Service.

  6. Obligations of Talent

    1. Talent shall submit the information about him/or herself as requested in the compulsory and voluntary fields of the sign-up form.
    2. HeyDevs may add compulsory or voluntary fields from time to time. The Talent shall not transmit any personal data of third parties (i.e. data allowing identification of an individual) to HeyDevs, unless data protection laws allow for such transmission or Talent has obtained consent from the concerned parties. HeyDevs may also request additional information from Talent on a case by case basis.
    3. Unless otherwise provided in these Terms of Service, HeyDevs will usually communicate with the Talent via email. The Talent shall make sure that it receives all emails sent by HeyDevs to the address submitted in the course of the application, or at a later date. The Talent will in particular configure the spam filter accordingly and regularly check all incoming email under this address. HeyDevs may choose any other appropriate means of communication.
    4. The Talent shall inform HeyDevs in writing within five (05) business days if a Company gets in contact with the Talent outside of the provided Service while its profile is visible to Companies on the platform.
    5. The Talent shall keep all access data (login, passwords etc.) for the Service ("Access Data") strictly confidential. The Talent shall promptly inform HeyDevs in case it learns or suspects that an unauthorized third person is in possession of the Access Data.
    6. In case HeyDevs has reason to believe that an unauthorized third party is in possession of Access Data, HeyDevs may, without assuming any responsibility to do so, change the Access Data without prior notice or block the respective account. HeyDevs will promptly inform the Talent and will, upon request, communicate the new Access Data to the Talent without undue delay. The Talent cannot claim to have its initial Access Data restored.
    7. In case a third party uses Access Data, with the Talent at fault, the Talent is liable for all such actions, and for damages. In such an event, all access through the Talent’s Access Data shall be considered as an access by the Talent.
    8. HeyDevs is not responsible for providing or assisting with the obtaining of any work or other permits and/or medicals and other country specific regulations and requirements that may be necessary to employ the Talent.

  7. Placement / Payment

    1. The use of HeyDevs is free of cost for Talent.
    2. Talent undertakes to inform HeyDevs in writing (through the service or via email is sufficient) as soon as possible, but no later than five business days, if he/she was hired or otherwise contracted by Company ("Placement"). HeyDevs may contact Talent to request status updates about ongoing negotiations.
    3. Placement shall mean any form of employment, temporary employment, contracting or other use of Talent by Company.
    4. Talent agrees that Companies are allowed to share all contract details with HeyDevs.
    5. Talent has to inform HeyDevs in writing within five (05) business days about any rehiring or similar by Company for a period of twelve months after termination.

  8. Quality of the Service / Technical Deficiencies

    1. It is in the nature of the Service that it is continuously advanced and updated. By changing and advancing the Service, HeyDevs intends to provide Talent a useful Service and pleasant Talent experience. Therefore, HeyDevs grants the Talent access to the Service in its available form or version. Changes and advancements can affect system requirements and compatibility requirements. The Talent has no claim for maintaining or reconstruction of a specific condition of scope of services. Any of the Talent's claims for deficiency, which refer to the technical usability of the Service itself, shall remain unaffected thereby. Due to the continuous advancement of the Service, HeyDevs reserves itself the right to offer new features and/or to remove them from the Service or to change them. The Talent consents these continuous changes of the Service.
    2. Excluded from warranty are generally such errors, which occur through external influences such as operating errors by the Talent, force majeure or any modifications, not carried out by HeyDevs or any other manipulations.
    3. HeyDevs does not assume any guarantees in a legal meaning as long as not expressly provided for in these Terms of Service.

  9. Limitation of Liability / Availability

    1. HeyDevs shall be liable under the terms of this Agreement only in accordance with the provisions set out in Sections 9.1.1 to 9.1.3. Except in case of intent or gross negligence, any liability of HeyDevs shall be disclaimed. The same applies in case of slight negligence by agents or assistants in performance. However, the foregoing does not apply in the following cases:
      1. HeyDevs shall be liable for losses caused intentionally or with gross negligence by HeyDevs, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance.
      2. HeyDevs shall be liable for losses caused by the negligent (including simple negligence) or intentional breach of its primary obligations by HeyDevs, its legal representatives or assistants in performance.
        1. Primary obligations are such basic duties, which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which Talent may rely.
    2. Subject to Section 9.1 only and other than in case of intent HeyDevs does not accept any liability under or in relation to the Agreement or its subject matter whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason for any indirect damage and consequential damage, in particular, not for loss of profit, interruption in business and/or interruption of operations of Talent or its customers, unless explicitly specified otherwise in these Terms of Service.
    3. Periods during which the Service is not available because of technical or other problems outside HeyDevs’s control (such as force majeure or third party fault) and periods during which routine maintenance works are carried out, are excluded from this. HeyDevs may restrict access to the Service if required for network security, maintenance of network integrity and the prevention of severe malfunction of the network, the software or stored data. The Talent’s rights in case of intent or gross negligence remain unaffected.

  10. Intellectual Property / Indemnification

    1. HeyDevs or its respective licensor is the exclusive owner or exclusive owner of the rights of all contents of the Service. The unauthorized dissemination, copying, deletion or any other violation of intellectual property rights and copyrights of HeyDevs are prosecuted under Law.
    2. The Talent acknowledges that the software, information, content and data related to the Service (such as any usage data or compilations thereof) are protected for HeyDevs under copyright and similar rights and may contain trade secrets or other intellectual or industrial property owned or licensed by HeyDevs.
    3. Talent warrants that he/she has the right (i) to submit the information to the Service and (ii) can grant HeyDevs the right to use the information as described above.
    4. Talent hereby agrees to indemnify, defend and hold harmless HeyDevs and their its subsidiaries, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of the Agreement and the Terms of Service, including any representation, warranty, covenant, restriction or obligation made by Talent herein, (ii) any misuse by Talent.

  11. Confidentiality

    1. Except as otherwise provided in these Terms of Service or with the consent of HeyDevs, the Talent agrees that all information, including, without limitation, business information, information from the company profile e.g. salary information and information about tech stack concerning HeyDevs or any of HeyDevs’s other customers provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Talent for any purpose other than Talent’s participation in the Service ("Confidential Information").
    2. Talent shall especially not use any information obtained from the Service to develop, enhance or operate a service that competes with the Service, or assist another party to do the same.
    3. After and during the term of the Agreement, neither party will use for any purpose or disclose to any third party any Confidential Information of the other party. Any exception to this must be obtained in advance.
    4. The foregoing restriction does not apply to information that has been developed independently by the receiving party without access to the other party’s Confidential Information or has been rightfully received from a third party authorized to make such disclosure or has been approved for release in writing by the disclosing party or has become publicly known through no breach of this Section by the receiving party or is required to be disclosed by competent authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure.

  12. Term / Termination

    1. The Agreement shall commence on the date Talents confirm to create an Account and shall continue thereafter until terminated as provided herein.
    2. Talent may terminate the agreement without stating a reason by unsubscribing and deleting Talent’s Account on the website and other official channels of HeyDevs.
    3. Sections 7 and 11 shall survive any termination of the Agreement. Section 11 for five (5) years.
    4. The parties remain free to terminate the Agreement for any causes at any time.

  13. Data Protection

    1. HeyDevs processes and utilizes the Talent's data collected during the performance of the Agreement and within the framework of the These Terms of Service, specifically to the extent necessary to fulfill the agreement properly.
    2. The Talent understands that the performance of the Agreement includes the making available of personal data to Companies HeyDevs cooperates with to mediate the Talent and try to match the right person with the right job subject to these Terms of Service and the Data Protection and Privacy Policy.
    3. The Talent understands that HeyDevs may contact him/her Talent via phone, email or messaging service and suggest Companies which fit the Talent’s profile.

  14. Changes to the Terms of Service

    1. Each login to the Service is subject to these Terms of Service.
    2. HeyDevs may make changes to these Terms of Service (including amendments) at any given time, for the future if the Talent is not disadvantaged contrary to good faith.
    3. The Talent will be notified of changes to the Terms of Service in appropriate form. HeyDevs will notify the Talent on the Service, or via email. Changes to the Terms of Service will always be highlighted upon first login after the changes or amendments have been made.
    4. The Talent may dispute changes to the Agreement within a time period of six (6) weeks following receipt of the notification of the changes and the possibility of taking notice thereof. It is recommended that the Talent submits its opposition in writing (for example via email).
    5. The changes to the Terms of Service become binding in the event that the Talent (i) does not dispute the changes within the above-mentioned time period or (ii) continues to use the Service after the above mentioned period.
    6. HeyDevs will inform the Talent about the possibility of disputing the changes and the legal consequences, especially the legal consequences of a lack of opposition, when notifying the Talent about the changes to the Terms of Service.
    7. If the Talent disputes the changes in time, each party may terminate the Agreement with one month’s prior notice unless termination is possible at any time according to Section 12. Until termination, the Agreement in their former version will govern the Talent’s relationship with HeyDevs. The Talent does not have any other claims against HeyDevs.

  15. Governing Law / Dispute Settlement Authority

    1. This Agreement shall be governed by and construed in accordance with the laws of Vietnam.

  16. General Provisions

    1. The Agreement contains the entire agreement between HeyDevs and Talent with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Terms and conditions of the Talent do not become part of the Agreement, unless HeyDevs has accepted them in writing.
    2. All or any of HeyDevs’s rights and obligations under the Agreement may be assigned to a subsequent owner or operator of the Service in a merger, acquisition or sale of all or substantially all of HeyDevs’s assets. The Talent must not assign or transfer the Agreement or any or all of its rights thereunder without the prior written consent of HeyDevs. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto.
    3. Except as set forth in the Section 14 above, the Agreement may not be modified without the prior written consent of both parties. Any changes, amendments or the abrogation of the Agreement (partly or entirely) require written form (letter, fax or email).
    4. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.
    5. HeyDevs’s failure to act with respect to a breach by the Talent does not waive HeyDevs's right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by HeyDevs under these Terms of Service shall be deemed effective unless delivered in writing and signed by a duly appointed representative of HeyDevs.
    6. Section headings used in these Terms of Service are for convenience only and shall not affect the interpretation of the Agreement.
    7. The English version of these Terms of Service shall prevail if there is any difference in English and Vietnamese.
    8. By submitting an application to join the Service, Talent affirms and acknowledges that Talent has read these Terms of Service in their entirety and agrees to be bound by all of its terms and conditions. If Talent does not wish to be bound by these Terms of Service, Talent should not submit an application to join the Service.

  1. For Employers

HEYDEVS PRIVATE LIMITED, 105 Cecil Street, #06-02h, The Octagon, Singapore (069534), Unique Entity Number: 202321577K (hereinafter referred to as “HeyDevs” or “us”) operates an online job marketplace platform via https://app.heydevs.io and other channels (the “Service”). The Service connects companies (“Company” or “Companies”), and candidates (“Talent” or “Talents”) with each other trying to match the right person with the right job. Talent are natural persons seeking new employment or freelance contracts through the Service. Companies are natural persons or business entities searching for new employees or contractors through the Service.

Agreement shall mean the Recruiting Partnership Agreement and these Terms of Service. The Agreement grants Companies access to the Service as well as a specific number of Hiring Credits. These Hiring Credits can be used to make Placements of Talent via the Service.

  1. Scope

    1. Within the framework of the Companies' own technical and operational possibilities HeyDevs allows the Companies to participate in the Service. HeyDevs provides all services in connection with the Service for Companies solely based on these Terms of Service (hereinafter referred to as "Company Terms of Service" or “Terms of Service”).
    2. HeyDevs objects to the validity of any general terms and conditions of Companies. General terms and conditions of Companies become an integral part of the agreement between the Company and HeyDevs, only if HeyDevs explicitly consents to them in writing.
    3. HeyDevs can utilize the services of independent third parties for the Service ("Third Party Service") such as app stores and social networks. No third party services are provided by third parties upon the instruction of HeyDevs. Third party services are not provided by HeyDevs. HeyDevs or the third party will identify these services in a suitable manner. Any issues in connection with third party services are not affected by these Terms of Service. HeyDevs shall not be responsible for third party services. Third party services are potentially subject to their providers' general terms and conditions.
    4. Applications for mobile devices ("Apps”) are generally not directly provided by HeyDevs but by a third-party provider ("App Store"). A separate Company account may be necessary for this purpose. HeyDevs does not warrant that the Service is identical in functionality and design on all mobile devices. Certain functions and contents may not be available. Companies should see the functionality description of the App.

  2. Limits of Use / Prohibited Conduct

    1. HeyDevs provides the Service solely for use in accordance with these Terms of Service. Automated login is prohibited. Only the official clients and apps or websites provided by DeyDevs may be used to connect to the Service. The Company may not create, support, host, link or provide any other options, which can be used by other persons to utilize the Service.
    2. The Company is prohibited from transferring his/her Account to third parties without the prior written consent of HeyDevs.
    3. The Company is not entitled to use any means, mechanisms or software in connection with the Service, which can disturb functions of the Service. The Company may not undertake any action, which can result in an unreasonable or excess load of the technical capacities of HeyDevs. In particular, the Company is not permitted to block, overwrite or modify the contents generated by HeyDevs unless HeyDevs has permitted it specifically in writing.
    4. The Company will refrain from anything that could endanger the performance and availability of the Service.
    5. By using the Service, the Company will not violate any applicable legal provisions such as the third party rights and the Company assures not to contribute or transmit any illegal or immoral contents to the Service. This includes specifically any contents (including member names, etc.),
      1. which are, false, inaccurate or misleading;
      2. which are, insulting, racist, sexist, pornographic or obscene;
      3. which can damage the reputation of HeyDevs;
      4. suitable to violate copyrights, patents, brands or any other intellectual property rights, the rights on a person's own image and other personal rights or third party rights.
    6. The Company is not permitted to disseminate commercial advertising for third party products or programs, to send unsolicited mass mails and unsolicited advertising in the Service. The Company will honor the privacy of third parties. In addition, the Company is not permitted to disseminate in the Service unauthorized any third party work that is protected by copyrights or other rights. Moreover, the Company is not allowed to refer to offers with such content.
    7. HeyDevs is entitled to stop such violations against this Section 2. In addition, HeyDevs is entitled to delete the breaching contents of the Company. The same applies to definite indications of a violation against these Terms of Service to contents, which are otherwise illegal. There is no entitlement to the recovery of breaching deleted content. Such a claim is also voided if the restoration is not possible for technical reasons.
    8. The provisions of this Section 2 do not limit the termination right of HeyDevs, particularly the right to terminate effective immediately in accordance with Section 12.

  3. Functioning of the Service / HeyDevs’s responsibilities

    1. HeyDevs provides the Service to connect Talent and Companies. The Service works as follows: Talent sign-up to the Service and make a profile available. Companies provide a profile after concluding the Recruiting Partnership Agreement. This profile is only visible to Talent that the Companies are interested in as defined below. Companies can browse the Talent profiles in a list and detailed view and decide to apply to the respective Talent by sending an interview request through the detailed view. These interview requests come with a first, non-binding offer proposal of what compensation package the company has in mind. Talent can review the interview requests and are now able to browse the profiles of Companies that have sent the requests. The Talent can accept or reject the interview request. If rejected, the Company may (upon choice of the Talent) recontact the Talent with a revised proposal. If accepted, HeyDevs connects Talent and Company.
    2. Once a Talent has been viewed by a Company in the detailed view it is introduced by HeyDevs (“Introduction”). If Talent and Company had been introduced in the past twelve months before the Introduction directly or by a third party and Company y does not inform HeyDevs about this within five business days in writing and substantive materials showing the introduction, the Talent is considered to have been introduced by HeyDevs. Email or the Service are sufficient media in this matter. A Talent is considered to be already introduced directly or by a third party when there is a written communication concerning the Talent, with a clear identification of the Talent and the Company and with a clear identification of the opportunity to hire the Talent.
    3. HeyDevs may from time to time, but is under no obligation to, suggest a specific Talent to a Company or vice versa. The Talent is then also seen as introduced. This can be done via email, messaging service or phone.
    4. HeyDevs undertakes reasonable efforts to match Talent and Companies, however, HeyDevs does under no circumstances represent, assume a warranty or guarantee or undertake in any other way that Talent or Company will find a match through HeyDevs and/or the Service.

  4. Obligations of Company

    1. Company shall submit the information about the Company as requested in the compulsory and voluntary fields of the sign-up form by HeyDevs.
    2. HeyDevs may add compulsory or voluntary fields from time to time. HeyDevs may also request additional information from Company on a case-by-case basis. The Company shall not transmit any personal data (i.e,. data allowing identification of an individual) to HeyDevs, unless data protection provisions allow for such transmission or Company has obtained consent from the concerned parties.
    3. Unless otherwise provided in these Terms of Service, HeyDevs will usually communicate with the Company via email. The Company shall make sure that it receives all emails sent by HeyDevs to the address submitted in the course of the application, or at a later date. The Company will in particular configure the spam filter accordingly and regularly check all incoming email under this address. HeyDevs may choose any other appropriate means of communication.
    4. The Company shall keep all access data (login, passwords etc.) for the Service (“Access Data”) strictly confidential. The Company shall promptly inform HeyDevs in case it learns or suspects that an unauthorized third person is in possession of the Access Data.
    5. In case HeyDevs has reason to believe that an unauthorized third party is in possession of Access Data, HeyDevs may, without assuming any responsibility to do so, and always acting in its sole discretion, change the Access Data without prior notice or block the respective account. HeyDevs will promptly inform the Company and will, upon request, communicate the new Access Data to the Company without undue delay. The Company cannot claim to have its initial Access Data restored.
    6. In case a third party uses Access Data, with the Company at fault, the Company’s Access Data, the Company is liable for all such actions, and for damages. In such an event, all access through the Company’s Access Data shall be considered as an access by the Company.
    7. During the term of the Agreement, the Company will not induce, or assist in the inducement of, any employee of HeyDevs or any of its affiliates to leave their employment with HeyDevs or any of its affiliates.
    8. HeyDevs is not responsible for providing or assisting with the obtaining of any work or other permits and/or medicals and other country specific regulations and requirements that may be necessary to employ the Talent unless otherwise agreed in writing.

  5. Payment

    1. The payment of service fees is specified as follows:
      1. Subscription Fees, which means that the Company can choose a subscription model at the rate it desires and the Company must pay that service fee to HeyDevs. Based on Company’s model of choice, HeyDevs will send Company an invoice. Fees for the entire subscription period stated in the Agreement are immediately payable in advance at the time the invoice is issued.
      2. Successful placement Fees, means the service fee when the Company confirms the recruitment of the Candidate. HeyDe vs will send the Company an invoice to pay this fee.
    2. HeyDevs reserves the right to change the fee from time to time, to be effective as of the following period of renewal. HeyDevs shall notify the Company in writing or email of any fee change thirty (30) days prior to the Company’s renewal period. In the event of a price increase, the Company's entitled to submit to HeyDevs within four (4) weeks of the date of HeyDevs’s notification a written declaration of withdrawal from the agreement with retroactive effect from the date of the renewal.
    3. The Company cannot make a claim for reimbursement of advance payments in the following cases: a. If HeyDevs terminates the agreement with cause, b. If HeyDevs imposes one or more of the sanctions in accordance with Section 2., c. If the Company terminates the agreement.
    4. The Company’s claim for reimbursement of advance payments is not excluded if the Company terminates the agreement for cause arising from HeyDevs’s area of responsibility.

  6. Placement of Talents

    1. Company undertakes to inform HeyDevs in writing (through the service or via email is sufficient) as soon as possible, but no later than the number of days specified in the Recruiting Partnership Agreement if an introduced Talent is hired or otherwise contracted by Company (“Placement”). The notification shall include a copy of the original employment contract which must include the start date, the date the contract was signed and information about the Salary. HeyDevs may contact the Company to request status updates about ongoing negotiations.
    2. Placement shall mean any form of employment, temporary employment, contracting or other use of Talent by Company or an undertaking affiliated with Company.

  7. Non Circumvention

    1. Any direct or indirect business relations between Company and Talent or recruiters with regard to the above-named services and respective Talent have to either involve HeyDevs as intermediary or require HeyDevs’s prior written consent.
    2. Company is responsible to follow this commitment and must not use any means to circumvent its obligation.
    3. An obligation to reimburse damages will thereby not be excluded.
    4. In case Company can prove having entered into a business relationship with recruiters or Talent before the Introduction of the Talent through the Service, this Section 7 shall not be enforced.

  8. Quality of the Service / Technical Deficiencies

    1. It is in the nature of the Service that it is continuously advanced and updated. By changing and advancing the Service, HeyDevs intends to provide Companies a useful Service and pleasant Company experience. Therefore, HeyDevs grants the Company access to the Service in its available form or version. Changes and advancements can affect system requirements and compatibility requirements. The Company has no claim for maintaining or reconstruction of a specific condition of scope of services. Any of the Company's claims for deficiency, which refer to the technical usability of the Service itself, shall remain unaffected thereby. Due to the continuous advancement of the Service, HeyDevs reserves itself the right to offer new features and/or to remove them from the Service or to change them. The Company consents these continuous changes of the Service.
    2. Excluded from warranty are generally such errors, which occur through external influences such as operating errors by the Company, force majeure or any modifications, not carried out by HeyDevs or any other manipulations.
    3. HeyDevs does not assume any guarantees in a legal meaning if it is not expressively provided for in these Terms of Service.

  9. Limitation of Liability / Availability

    1. HeyDevs shall be liable under the terms of this Agreement only in accordance with the provisions set out in Sections 9.1.1 to 9.1.3. Except in case of intent or gross negligence, any liability of HeyDevs shall be disclaimed. However, the foregoing does not apply in the following case:
      1. HeyDevs shall be liable for the losses caused intentionally by HeyDevs, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance.
    1. Subject to Section 8.1 only and other than in case of intent HeyDevs does not accept any liability under or in relation to the Agreement or its subject matter whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason for any indirect damage and consequential damage, in particular, not for loss of profit, interruption in business and/or interruption of operations of Company or its customers, unless explicitly specified otherwise in these Terms of Service.
    2. Periods during which the Service is not available because of technical or other problems outside HeyDevs’s control (such as force majeure or third-party fault) and periods during which routine maintenance works are carried out, are excluded from this. HeyDevs may restrict access to the Service if required for network security, maintenance of network integrity and the prevention of severe malfunction of the network, the software or stored data. The Company’s rights in case of intent or gross negligence remain unaffected.

  10. Intellectual Property / Indemnification

    1. HeyDevs or its respective licensor is the exclusive owner or exclusive owner of the rights of all contents of the Service. The content is protected by national and international law and particularly by copyright. The unauthorized dissemination, copying, deletion or any other violation of intellectual property rights and copyrights of HeyDevs are prosecuted under the Law.
    2. HeyDevs grants Company a nonexclusive, nontransferable , revocable right to use the Service solely in accordance with these Terms of Service. HeyDevs does not grant to the Company any license, express or implied, to the intellectual or industrial property of HeyDevs or its licensors, except for a limited right of use according to these Terms of Service and for the duration of the Agreement.
    3. Company warrants, that it has the right (i) to submit the information to the Service and (ii) to grant HeyDevs the right to use the information as described above.
    4. Company hereby agrees to indemnify, defend and hold harmless HeyDevs and its subsidiaries, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of the Agreement and the Terms of Service, including any representation, warranty, covenant, restriction or obligation made by Company herein, (ii) any misuse by Company, or by a party under the reasonable control of Company.

  11. Confidentiality

    1. Except as otherwise provided in these Terms of Service or with the consent of HeyDevs, the Company agrees that all information, including, without limitation, the terms of the Agreement, business information, customer lists, and pricing and sales information, curriculum vitae and work examples concerning HeyDevs or any of HeyDevs’s other Companies provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Company for any purpose other than Company’s participation in the Service (“Confidential Information”).
    2. Company shall especially not use any information obtained from the Service to develop, enhance or operate a service that competes with the Service, or assist another party to do the same.
    3. After and during the term of the Agreement, neither party will use for any purpose or disclose to any third party any Confidential Information of the other party. Any exception to this must be obtained in advance.
    4. The foregoing restriction does not apply to information that has been developed independently by the receiving party without access to the other party’s Confidential Information or has been rightfully received from a third party authorized to make such disclosure or has been approved for release in writing by the disclosing party or has become publicly known through no breach of this Section by the receiving party or is required to be disclosed by a competent legal or governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure.
    5. HeyDevs may use aggregated and anonymized data for statistical and marketing purposes. HeyDevs will aggregate and anonymize data from multiple Companies before releasing such aggregated data.

  12. Term / Termination

    1. This Agreement is effective from the Company confirms to create an Account on the website and official channels of HeyDevs.
    2. Company may terminate the agreement without stating a reason by unsubscribing and deleting Company’s Account on the website and other official channels of HeyDevs.
    3. Sections 6, 7 and 11 shall survive any termination of the Agreement, section 11 for three years.
    4. The parties remain free to terminate the Agreement for any causes at any time.

  13. Data Protection

    1. HeyDevs processes and utilizes the Company's data collected during the performance of the Agreement and within the framework of these Terms of Service, specifically to the extent necessary to fulfill the agreement properly, in accordance with all applicable Vietnamese data protection provisions.
    2. The Company is obliged to process personal data submitted in accordance with all applicable Vietnamese data protection regulations and to delete personal data as soon as the data is no longer necessary for the respective purpose or legal deletion periods have expired. The Company is also not allowed to transfer personal data of Talent to third parties other than those covered by Agreements between parties.

  14. Changes to the Terms of Service

    1. Each login to the Service is subject to these Terms of Service.
    2. HeyDevs may make changes to these Terms of Service (including amendments) at any given time, for the future, if the Company is not disadvantaged contrary to good faith.
    3. The Company will be notified of changes to the Terms of Service in appropriate form. HeyDevs will notify the Company on the Service, or via email. Changes to the Terms of Service will always be highlighted upon first login after the changes or amendments have been made.
    4. The Company may dispute changes to the Agreement within a time period of two weeks following receipt of the notification of the changes and the possibility of taking notice thereof. It is recommended that the Company submits its opposition in writing (for example via email).
    5. The changes to the Terms of Service become binding in the event that the Company (i) does not dispute the changes within the above-mentioned time period or (ii) continues to use the Service after the above-mentioned period.
    6. If the Company disputes the changes in time, each party may terminate the Agreement at any time according to Section 12. Until termination, the Agreement in their former version will govern the Company’s relationship with HeyDevs. The Company does not have any other claims against HeyDevs.
    7. Changes to the terms of the Recruiting Partnership Agreement have to be made in writing and agreed to by both parties.

  15. Governing Law / Jurisdiction

    This Agreement shall be governed by and construed in accordance with the laws of Singapore.

  16. General Provisions

    1. The Agreement contains the entire agreement between HeyDevs and Company with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Terms and conditions of the Company do not become part of the Agreement.
    2. All or any of HeyDevs’s rights and obligations under the Agreement may be assigned to a subsequent owner or operator of the Service in a merger, acquisition or sale of all or substantially all of HeyDevs’s assets. The Company must not assign or transfer the Agreement or any or all of its rights thereunder without the prior written consent of HeyDevs. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto.
    3. Except as set forth in the Section 14 above, the Agreement may not be modified without the prior written consent of both parties. Any changes, amendments or the abrogation of the Agreement (partly or entirely) require written form (letter, fax or email).
    4. The English version of these Terms of Service shall prevail if there is any difference in English and Vietnamese.
    5. By submitting the completed Recruiting Partnership Agreement (signed in writing or electronically), Company affirms and acknowledges that Company has read these Terms of Service in their entirety and agrees to be bound by all of its terms and conditions. If Company does not wish to be bound by these Terms of Service, Company should not submit an application to join the Service.