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Master Services Agreement (MSA)

Terms and condition

Master Services Agreement (MSA)

1. Definitions
  1. Affiliate: An entity that controls, is controlled by, or is under common control with a party to this Agreement.
  2. Customer: The party entering into this Agreement with Talent Corners Advisory.
  3. Fees: Amounts payable by Customer for Services.
  4. Order Form: The document detailing the Service(s) purchased, number of licenses, fees, and subscription period.
  5. Personal Data: Data relating to an identified or identifiable natural person protected under data protection laws.
  6. Services: Talent Corners Advisory platform, online courses, and related services as outlined in the Order Form.
  7. Subscription Period: Term specified in the Order Form for which the Services are provided.
  8. Users: Employees and contractors authorized by the Customer to use the Services.
2. Provision of Services

Talent Corners Advisory agrees to provide Services to the Customer and its Users in accordance with the Order Form. Customer’s Affiliates may access or use the Services by entering into a separate Order Form, with Customer remaining responsible for its Affiliates’ acts and omissions.

3. Terms of Use

The Customer and its Users agree not to:

  1. Use the Services unlawfully or infringe on others’ rights.
  2. Copy, distribute, or resell the Services.
  3. Input or instruct inclusion of inappropriate content into the Services.
  4. Share login access among multiple individuals or transfer licenses, except upon termination of employment.
  5. Use the Services to create a competitive product.
4. Violations of Restrictions

If Talent Corners Advisory determines that the Customer or its Users have violated the Terms of Use, they will notify the Customer, who has 10 days to remedy the violation. If the violation is not cured, Talent Corners Advisory may terminate or suspend access to the Services.

5. Fees

The Customer will pay Fees as per the Order Form(s). Fees are payable in US dollars. Late payments may incur an interest charge of 1.5% per month or the maximum interest permitted by law, and the Customer is liable for any third-party collection costs.

6. Taxes

Fees are exclusive of taxes, and the Customer is responsible for any applicable taxes, except for taxes based on Talent Corners Advisory’s income.

7. Confidentiality

Each party agrees not to disclose or use the other party’s Confidential Information except as required to perform their obligations under this Agreement. Confidential Information does not include publicly known information, information already in possession, or information obtained from a third party without confidentiality obligations.

8. Personal Data

Talent Corners Advisory may process Personal Data for the purposes of providing Services, storage, or compliance with Customer’s instructions. If required, the Customer must request a data protection agreement from Talent Corners Advisory.

9. Term and Termination

This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated. Either party may terminate this Agreement for material breach with 30 days’ notice. Automatic renewal of the Subscription Period occurs unless terminated by either party with 30 days’ notice.

10. Warranty Disclaimer

Services are provided “AS-IS.” Talent Corners Advisory disclaims all implied warranties, including but not limited to those of merchantability and fitness for a particular purpose.

11. Limitation of Liabilities

Neither party is liable for indirect, incidental, or consequential damages, nor in the aggregate, amounts exceeding the Fees paid or payable by the Customer in the 12 months before the claim arose.

12. Indemnification
  1. Talent Corners Advisory agrees to indemnify the Customer for claims that the Services infringe third-party intellectual property rights, subject to certain exceptions.
  2. Customer agrees to indemnify Talent Corners Advisory for claims arising from violations of the Terms of Use by the Customer or its Users.
  3. Indemnification requires prompt notice, allowing the indemnifying party to control the defense, and providing reasonable assistance in the defense.
13. Anti-Corruption

Both parties agree not to engage in or accept illegal or improper bribes, kickbacks, or gifts related to this Agreement.

14. Publicity

The Customer grants Talent Corners Advisory the right to use its company name and logo for marketing and promotional purposes.

15. Force Majeure

Neither party is liable for delays in performance due to conditions beyond their control, such as natural disasters, civil disturbances, or government actions.

7.5 Governing Law and Jurisdiction

When these Terms mention “Talent Corners Advisory,” they’re referring to the Talent Corners entity that you’re contracting with. If you’re a student/enterprise, your contracting entity and governing law will generally be determined based on your location.

7.6 Legal Actions and Notices

No action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued, except where this limitation cannot be imposed by law.

Any notice or other communication to be given hereunder will be in writing and given by registered or certified mail return receipt requested, or email

7.7 Relationship Between Us

You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.

7.8 No Assignment

You may not assign or transfer these Terms (or the rights and licenses granted under them). We may assign these Terms (or the rights and licenses granted under them) to another company or person without restriction.

7.9 Sanctions and Export Laws

You warrant that you (as an individual or as a representative of any entity on whose behalf you use the Services) aren’t located in, or a resident of, any country that is subject to applicable U.S. trade sanctions or embargoes (such as Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine). You also warrant that you aren’t a person or entity who is named on any U.S. government specially designated national or denied-party list.

If you become subject to such a restriction during the term of any agreement with Talent Corners, you will notify us within 24 hours, and we will have the right to terminate any further obligations to you, effective immediately and with no further liability to you.

8. Dispute Resolution

If there’s a dispute, our Support Team is happy to help resolve the issue. Most disputes can be resolved, so before bringing a formal legal case, please first try contacting our Support Team.

9. Updating These Terms

From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Talent Corners reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.

10. How to Contact Us

The best way to get in touch with us is to contact our Support Team. We’d love to hear your questions, concerns, and feedback about our Services and offerings.

Thanks for teaching, learning and consulting with us!