This TalentAdore Service Agreement (“Agreement”) shall apply to the provision of TalentAdore Software as a Service (SaaS) provided by TalentAdore Ltd (“TalentAdore”) to the Customer. Any referral to the Subscription (as defined below) shall include the terms and conditions of this Agreement.

If you are entering into this Agreement on behalf of the Customer, you represent that you have the authority to bind such entity to this Agreement. If you lack such authority, you may not accept this Agreement or use the Service.

"Customer" means the entity having subscribed to the Service under this Agreement.

"Customer Data" means the Customer’s data, including Messages, that the Customer or another party acting on the Customer’s behalf provides, processes, stores or submits to or from the Service.

“Designated Users” mean employees of the Customer.

“Feedback” means the Service-generated feedback made for the Customer for the purposes of the Customer’s recruitment processes, which the Customer may use in connection with the Customer Data subject to this Agreement.

“Force Majeure Event” means any circumstances beyond the reasonable control of either Party which they cannot reasonably be deemed to have contemplated at the time of the conclusion of the Agreement and the consequences of which they could not reasonably have avoided or overcome, including but not limited to accident, explosion, fire, storm, earthquake, flood, drought, the elements, strikes, lockouts, labour disputes, riots, sabotage, terrorist acts, civil war or revolution, war, failure or delay of transportation, the bankruptcy of any supplier, acts of governments and their agencies, and governmental or their agencies’ laws, regulations, rules, orders and decrees, or other legislative, administrative or judicial mandates.

“Intellectual Property Rights” means copyrights and other similar rights and related rights (including database and catalogue rights), patents, utility models, trademarks, trade secrets, know-how, data and any other form of registered or unregistered intellectual property rights as well as any applications for any of the foregoing.

“Message(s)" means messages generated by the Customer through the Service based on the Feedback.

“Party” means the Customer or TalentAdore (jointly the ”Parties”).

“Service” means TalentAdore online service based on TalentAdore’s platform and software, as it may be amended from time to time at the sole and exclusive discretion of TalentAdore.

“Subscription” means the online subscription order made by the Customer and accepted by TalentAdore and as agreed between the Parties from time to time.

Service. Upon Subscription to the Service by the Customer, TalentAdore grants to the Customer and any Designated Users, subject to the terms and conditions of this Agreement and any applicable laws, rules and regulations, and subject to the payment of all fees set out in this Agreement or in TalentAdore’s price list in force from time to time, a limited, non-exclusive and non-transferrable right to access and use the Service as it is made available by TalentAdore from time to time with the volumes set out in the Subscription. The access right granted herein may be limited in terms of number of generated Feedback and/or Designated Users as set out in the Subscription.

Feedback. Subject to the terms and conditions of this Agreement, the Customer is granted a limited, non-exclusive, non-transferable and non-sublicensable license to use the Feedback in connection with the Messages for the purposes of the Customer’s recruitment process.

No warranty. The Service is made available to the Customer “as is” and “as available” and no warranties are given that the Service will meet the Customer requirements or be fit for the Customer’s purposes. The Customer is solely responsible for ensuring that the Service is suitable for the purposes for which the Customer intends to use it.

Limitation. The Customer shall not on the basis of this Agreement have any rights to modify, decompile, reverse engineer, access the source code of or transfer, assign, sublicense or distribute the Service or any part thereof.

Intellectual Property Rights. All Intellectual Property Rights in and to the Service and Feedback are and shall at all times remain the sole and exclusive property of TalentAdore and its licensors. The Customer acknowledges that TalentAdore does not transfer any of its Intellectual Property Rights or third party Intellectual Property Rights to the Customer under this Agreement. All rights not expressly granted to the Customer under this Section 2 shall be retained by TalentAdore.

Technical Requirements. The Customer is responsible for acquiring any and all network, internet and telecommunications connections and all technical equipment (including but not limited to Designated User devices) required for using the Service. Technical requirements for the Customer’s systems and Customer Data format may be specified by TalentAdore from time to time.

Availability. TalentAdore shall use reasonable endeavours to provide the Service on a continuous basis (24/7). The expected availability of the Service is 90 % or even more over a monthly period. For the avoidance of doubt, TalentAdore does not warrant the continued availability of the Service and it shall not be liable to compensate the Customer any downtime of the Service. TalentAdore shall not be responsible for any failure to provide the Service which is due to problems with any aspects of the Customer’s system or the network connections.

Scheduled Downtime. TalentAdore has the right to interrupt the provision of the Service temporarily for maintenance of the Service (“Scheduled Downtime”). TalentAdore seeks to notify the Customer on the Scheduled Downtime in advance and restrict and schedule the interruptions so that they cause as little inconvenience to the Customer’s activities as possible.

Additional Services. TalentAdore may, subject to availability, provide the Customer with additional support and maintenance upon separate agreement between the Parties.

Changes. TalentAdore may, from time to time, under its sole discretion, modify and update the Service or part thereof. If such changes of the Service require technical changes to be made to the Customer equipment or operating system which the Customer is responsible for carrying out such changes at its own expense. In case of any changes in the Customer operating system results in errors or malfunction in the Service, TalentAdore assumes no liability thereof.

Use of the Service. The Customer shall be solely responsible for the use of the Service and Feedback. The Customer shall also comply with all applicable laws and regulations relating to the use of the Service and Feedback. In particular, the Customer shall not store, distribute or transmit any Customer Data through the Service or generate Feedback or Messages that are unlawful or infringing or promote any illegal activities. The Customer shall also ensure that its Designated Users comply with this obligation.

Security. The Customer shall be responsible for maintaining the secrecy and security of the Designated Users’ IDs and passwords in and to the Service. The Customer is fully responsible for all Feedback, activities, transactions and other operations which are made through the Service by using the User IDs and passwords provided by TalentAdore.

Fees and Payment. The Customer shall pay TalentAdore the fees set out in the Subscription and any payment instructions therein. Late payment interest for due but unpaid amounts shall be 15 % per annum. All fees and prices are stated exclusive of any income tax, value-added taxes (VAT), sales or use taxes and any other taxes, duties or levies applicable. The Customer shall be liable for any taxes and levies that may be imposed on the Subscription to or use of the Service. Any and all fees and prices shall be paid in Euros, if not specifically stated otherwise.

Fee Changes. TalentAdore shall have the right to adjust the fees and prices in the beginning of each Subscription term in accordance with the changes to TalentAdore’s price list in force from time to time. TalentAdore shall inform the Customer about such fee change at least thirty (30) days in advance. By renewing the Subscription as set out in section 11, the Customer accepts the respective fee change.

Customer Data and Messages. The Customer retains the title and all Intellectual Property Rights in and to the Customer Data and the Messages. The Customer grants TalentAdore a non-exclusive, worldwide, royalty-free license to use, copy, modify and otherwise exploit the Customer Data and Messages for the purposes of providing the Service to the Customer. The Customer grants TalentAdore an unlimited, non-exclusive, worldwide, royalty-free, assignable, sub-licensable, perpetual and irrevocable right to use, copy, modify and otherwise exploit any and all anonymised and/or statistical data resulting from Customer Data and Messages.

Liability. The Customer is solely responsible for the legality, accuracy, completeness and non-infringing nature of its Customer Data and Messages. The Customer shall be responsible for any back-ups of the Customer Data. TalentAdore shall not be liable for the destruction, loss or alteration of Customer Data, nor for any damages and expenses incurred to the Customer as a result thereof.

Messages. Any and all Messages generated through or in connection with the Service shall be made at the Customer’s sole responsibility. TalentAdore assumes no responsibility of liability of any and all Messages.

Personal Data. The Customer being the data controller retains full responsibility for the data processed on its behalf by TalentAdore acting as data processor. The Customer shall be responsible for the compliance with all applicable personal data protection and privacy laws. The Customer is informed and hereby accepts that for the purpose of providing the Service, Customer Data, including personal data, in whole or any part thereof may be processed by TalentAdore’s group companies and subcontractors.

Storage and Back-ups. The Customer shall be solely responsible for storing or taking any back-ups of the Customer Data and Messages. TalentAdore shall, however, be entitled to store and take back-ups on the Customer Data and/or Messages for its own disaster recovery and business continuity purposes. At the Customer's request, TalentAdore shall within reasonable time deliver a digital copy of the Customer Data, stored and/or back-uped in the Service, in a format enabling a reasonable review of the data. TalentAdore shall charge for the work related to the delivery in accordance with its then current price list. In case of termination or expiration of this Agreement for whatever reason, TalentAdore shall, in accordance with its internal practices, delete the Customer Data stored and/or back-uped in the Service.

Indemnification. The Customer shall indemnify TalentAdore from and against any loss, damage, claim or liability arising from its breach of this section 8.

Limitation of Liability. The Parties shall not be liable for any indirect, special or consequential damages resulting from this Agreement. In no event shall TalentAdore’s liability arising under this Agreement exceed the fees paid by the Customer hereunder in the previous six (6) months’ period.

Confidentiality. The Parties each undertake and agree to keep secret the other Party’s confidential information including but not limited to technical, financial and commercial information (“Confidential Information”), unless such Confidential Information is required to be disclosed in order to comply with the obligations set out in this Agreement. The Parties are also liable to ensure that those of its employees and subcontractors, who have access to such information, are bound by at least similar confidentiality obligation.

Exception. The obligations set forth herein regarding Confidential Information shall not apply to information which is:

(i) in the public domain other than by a breach of the Agreement on the part of the receiving Party;

(ii) rightfully received from a third party not bound by any obligation of confidentiality;

(iii) rightfully known to the receiving Party, as shown by the records of the receiving Party;

(iv) required to be disclosed by law or an authority decision or by a court of competent jurisdiction.

Subscription Term. Unless otherwise agreed in the Subscription, this Agreement shall continue until the end of the current Subscription term as set out in the Subscription and shall automatically renew for additional same length Subscription term at the price list in effect at the time of renewal, unless either Party gives the other Party a written notice of the nonrenewal at least thirty (30) days prior to the end of the relevant Subscription term.

Termination. A Party may terminate this Agreement including the Subscription with immediate effect if the other Party substantially breaches the provisions of this Agreement and fails to correct, where correctable, the breach within fourteen (14) days of having received written notice of the breach. The Customer acknowledges that a failure by the Customer to pay the fees or part thereof set out in this Agreement shall constitute a material breach of this Agreement and the Customer acknowledges that TalentAdore may cease to provide the Service and other services to the Customer due to such failure by the Customer.

Termination for Insolvency. TalentAdore may terminate this Agreement with immediate effect, in whole or in part, if the Customer becomes bankrupt, liquidated or insolvent or enters any proceedings in this regard which can reasonably be considered to weaken its ability to make payments.

Effects of Termination. Upon expiry or termination of the Agreement, the Customer shall immediately cease using the Service and Feedback, and all licences and rights granted under this Agreement are revoked. Upon expiry or termination of this Agreement, the Customer shall promptly return any possible Confidential Information of TalentAdore.

Survival. The provisions of this Agreement which by their nature reasonably should survive the termination or other expiration of this Agreement shall survive.

Governing Law and Dispute Resolution. The Agreement shall be governed by and construed in accordance with the laws of Finland, without reference to its conflict of laws or private international law provisions. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The Emergency Arbitrator provisions shall not apply. The number of arbitrators shall be one. The seat of arbitration shall be in Helsinki, Finland and the language of the arbitration shall be English. The award of the arbitration shall be final and binding on both Parties.

Subcontractors. TalentAdore shall have the right to use subcontractors to fulfil its obligations under the Agreement. TalentAdore shall ensure that its subcontractor shall comply with the provisions of the Agreement and shall be liable for its subcontractor’s work as for its own.

Force Majeure. Except for payment obligations, neither Party shall be deemed to be in breach of the Agreement as long as its failure to perform any of its obligations hereunder is caused solely by a Force Majeure Event. If such event persists for over sixty (60) days, a Party may terminate this Agreement immediately upon written notice to the other Party.

Assignment. Unless expressly agreed otherwise, neither this Agreement, nor any interest hereunder shall be assignable by the Customer without prior written consent of TalentAdore. TalentAdore shall be entitled to assign and transfer this Agreement to an affiliate or as a part of a sale of its business operations pertaining to this Agreement or a part thereof.

Language, Notices. The governing language of this Agreement and future communications shall be English. Notices required under this Agreement shall be deemed sufficient if made in writing and delivered personally (with an initialled dated receipt), by registered mail (with return receipt requested), or by e-mail (with return receipt) to the other Party at the address shown in the Subscription or at that Party’s last known address. The Customer undertakes to notify TalentAdore of any change in its contact information within fourteen (14) days.

Reference Use. The Customer agrees that TalentAdore may use the Customer’s name in its public relations material and any other marketing material.

Amendments. Except to the extent otherwise explicitly provided in this Agreement, no modification of this Agreement will be valid unless made in the Subscription process available from time to time. Notwithstanding the foregoing, TalentAdore is entitled to amend this Agreement and any appendices by providing the Customer with a thirty (30) days prior written notice. If the Customer does not accept the change made by TalentAdore to this Agreement or its appendices, the Customer has the right to terminate this Agreement (including the Subscription) by notifying TalentAdore thereof in writing at least fourteen (14) days prior to the effective date of such change.

No waiver. A failure by any Party at any time or times to require performance of any provisions of this Agreement shall in no manner affect its right to enforce the same, and the waiver by any Party of any breach of any provision of this Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or waiver by such Party of any breach of any other provision hereof.

Entire Agreement and Headings. This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements relating to the subject matter hereof. This Agreement shall be construed as having been mutually drafted by the Parties without regard to any actual division of responsibility in the drafting hereof. Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of this Agreement.

Severability. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity of the remainder of this Agreement shall not be affected.

[Updated 12 May 2016]