Talent Analytics Service Agreement

THIS SERVICE AGREEMENT (“AGREEMENT”) BETWEEN Talentanalytics Ltd AND ITS AFFILIATES (COLLECTIVELY, “Talentanalytics Ltd”, “WE”, “US”, “PROVIDER” OR “COMPANY”) AND THE INDIVIDUAL OR LEGAL ENTITY LICENSING THE SOFTWARE AND/OR SERVICES UNDER THIS AGREEMENT AND/OR UNDER AN APPLICABLE ORDER FORM (“YOU” OR “CUSTOMER”) AND TOGETHER WITH Talentanalytics Ltd, (THE “PARTIES”) GOVERNS CUSTOMERS’ ACCESS AND USE OF THE SOFTWARE AND/OR SERVICES.
Talentanalytics Ltd has developed, and owns software that allows businesses to automate and manage experiences directly from their CRM (Bullhorn, Vincere or JobAdder). Such solutions are provided to customers on a Software-as-a-Service (SaaS) basis; and this Agreement governs the Parties’ relation in connection with the Customer’s Subscription, as well as its End User’s access to and usage of the Service (as defined below).

1. Acceptance of Terms of Service

1.1 By subscribing to Our Services at Talentanalytics Ltd (the “Service”), You accept these Terms of Service (“TOS”) of Talentanalytics Ltd.
1.2 The Service may be accessed either as an individual or on behalf of a company. In the case of the latter, You warrant (i) that You are authorized to represent the organization and (ii) that You accept the TOS on behalf of the organization as You are authorized to.
1.3 The TOS may be modified from time to time and all contract renewals will be subject to the TOS in effect at the time of the renewal.

2. Software Access; Restrictions

2.1 Subject to these TOS, we grant the Customer a limited, non-transferable and non-exclusive right to access and use Talentanalytics Ltd’s proprietary and hosted software products and the related documentation (the “Software” or “Service”) via a web browser. 
2.2 Talentanalytics Ltd is hosting the Service and makes the Service available to You for usage via a web browser. Nothing contained in these TOS shall transfer any rights in or to the Service other than those rights specifically contained in this agreement. Talentanalytics Ltd is not obligated to make available or deliver any copies of programs or code in any way, shape or form.
2.3 You shall not (i) copy, modify, alter or create derivative works from the Service; (ii) lease, rent, distribute, or resell the Service; (iii) or use the Service as the basis for creating a competitive solution (or assisting a third party to do so). You will use the Service in compliance with your applicable local, regional, national, and international laws, rules and regulations.
2.4 You shall not, personally or via third-party authorization, (i) use the Service to upload or distribute any content that is unlawful, fraudulent, defamatory, abusive, contains viruses, or is otherwise objectionable as reasonably determined by Talentanalytics Ltd; (ii) resell, reproduce, duplicate or exploit any part of the Service without Our express written permission; or (iii) use any robot, spider, another automated or manual process to monitor or copy any content from the Talentanalytics Ltd’s software.
2.5 The paid license granted to You includes basic support at no additional charge. This includes reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation: acts of government, natural disasters, acts of terror, internet service provider (ISP) failures or delays, strikes or other labor events (other than those involving Our employees), or denial of service (DDoS) attacks.

3. Data Protection

3.1 Data Processing. Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Agreement, comply with all applicable data protection laws. The Customer is the data controller of the customer data and appoints Us as the data processor to process the customer data for the purpose of providing the services.
3.2 DPA. The parties shall comply with the provisions of the data processing addendum (“DPA”) with respect to the processing of any personal data pursuant to this Agreement. The applicable DPA available at talentanalytics.co.uk/policies/dataprocessingagreement.pdf.

4. Payment Terms; Commitment Periods

4.1 If Your company resides within The United Kingdom, the fee charged by us includes the local value added tax (VAT). If Your company does not reside within The United Kingdom, all fees are exclude relevant duties or taxes. In this case, You are responsible for payment of all such taxes or duties.
4.2 Unless agreed otherwise, Your monthly subscription renews each month automatically until terminated in accordance with this agreement.
4.3 Yearly subscriptions require a minimum commitment of one year. You shall be invoiced in the first month of the annual commitment period at Our discretion. If Your subscription is suspended for non-payment, You will no longer qualify for yearly subscription pricing for that period and will be charged the difference between the monthly and annual commitment pricing for the number of active subscription months. Annual subscriptions are automatically renewed on their anniversary for a subsequent one-year period, unless terminated in accordance with this agreement.
4.4 All payments are due within 14 days from the date of the invoice. They have to be paid via Stripe.
4.5 You may increase the number of user licenses in your account and will be billed for the incremental increases based on Our agreed and signed per-user price.
4.6 If You fail to pay the invoice within 14 days of receipt of the email, Your access to the Service may be suspended until you contact Us and pay any outstanding invoices.
4.7 The prices for Your subscription may be annually adjusted to compensate for increasing running costs (within reason). These price adjustments will be communicated to You in textual form and shall not apply to any periods that You have already paid for. If the price increase is more than [10%] of the previous price, You may object within two weeks of notification. Any change in price resulting from a change in the scope of features or the number of employees to be administered shall not be considered a price adjustment within the meaning of section 4.6.

5. Proprietary Rights

5.1 Talentanalytics Ltd owns all rights, titles and interests in and to the Software including without limitation all intellectual property rights, and such rights are protected by The United Kingdom intellectual property laws.
5.2 Talentanalytics Ltd retains all rights, titles and interests in and to the Software and/or Service as well as modifications and/or enhancements, regardless of whether You have provided inspiration or input regarding such events.
5.3 You retain all rights, titles and interests to all input uploaded to the Service by You, or by Us on Your behalf if this information was already in Your possession. We have no rights or interests in Your personally identifiable information.
5.4 Provided that such use does not reveal personally identifiable information, We may collect, use and disclose the performance and transactional data related to the use of the Software and/or Service for Our business purposes.

6. Employee Responsibility; Illicit Use of the Service

6.1 You accept that Talentanalytics Ltd does not exercise any control over Your specific HR practices or decisions related to employment, promotion, compensation or termination. You assume full responsibility for all decisions made with respect to Your use of the Software and/or Service and agree to use such Software and/or Service at Your own risk.
6.2 It is Your sole responsibility to monitor Your company’s compliance with all applicable laws when using Our Software and/or Service.
6.1 Uploaded content and information must be consistent with Your applicable laws. Any and all uploads that may cause harm to Our interests or public image are not permitted. This especially applies to the following:
  • uploading content in contravention to any applicable data protection, criminal, and copyright laws as well as personality and commercial protection rights;
  • uploading content of any defamatory, harassing, fraudulent, libelous, obscene, virus-containing, unconstitutional, sexist, racist, or pornographic nature.
6.2 In the event that an obligation of this Agreement is violated, We shall, after having issued a prior warning, have the right to restrict access to our Software and/or Service until the Customer ceases the violation and remedies any relevant consequences.
6.3 You will be held responsible for the Actions of Your employees using our Service. You shall indemnify us from any and all claims asserted by other Users, other Customers or other third parties on account of illicit use of the Service by You or any of your employees.
6.4 In the event of any preclusion, termination rights and claims for damages shall not be affected.

7. Force Majeure Event

7.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement[ (other than any obligation to make a payment)], that obligation will be suspended for the duration of the Force Majeure Event.
7.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
  • promptly notify the other; and
  • inform the other of the period for which it is estimated that such failure or delay will continue.
7.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

8. Liability Limitation

8.1 We shall be liable for damages caused by Us only if such damages are:
  • caused by gross negligence, malicious intent, or malicious deception
  • caused by the injury to life, body, or health
  • caused by breach of fundamental contract obligations, which are the basic duties forming the essence of the Agreement and were decisive for the conclusion of such Agreement. In case of breach of fundamental contract obligations through simple negligence the ensuing liability for damages shall be limited to the foreseeable amount.
8.2 We shall also be liable for any guarantees assumed by Us being violated, pursuant to the scope of the agreed guarantee.
8.3 Any liability not expressly provided for in Paras. 1 and 2 shall be disclaimed. 
8.4 Liability under the Product Liability law remains unaffected.

9. Term Activation and Termination

9.1 These TOS become effective upon commencement of Your subscription to the Software and/or Service (“Effective Date”) and apply in full until all subscriptions granted in accordance with these TOS have expired or been terminated. In the case of free trial periods where You do not choose to purchase a subscription, the TOS will terminate at the end of the free trial period.
9.2 Your purchased subscriptions or licenses commence on the start date specified in the applicable order and continue for the specified duration.
9.3 You may terminate Your use of Our Software and/or Service by emailing julian@talentanalytics.co.uk. Monthly subscriptions may be terminated with [30 days] notice before the expiry of the term. In the case of annual agreements, You may terminate Your subscription with [2] months prior notice to the conclusion of the agreement. You will not receive refunds or credits for the termination of monthly, annual or other subscriptions, unless agreed otherwise.
9.4 We may terminate or suspend Your access to the Service without liability if such termination or suspension is based on Our good faith belief that You have violated any of the TOS and You did not remedy the violation in question within thirty (30) days of Us giving notice of this violation.
9.5 The right to termination for cause and without notice remains unaffected.
9.6 Any notice of termination must be delivered in text form (e.g. via e-mail) in order to be effective.
9.7 Upon Your request made within [30] days after the effective date of termination, We will make a file of Your data in an agreed format available to You. After such [30] day period, We have no obligation to maintain nor provide any of Your data and may thereafter delete all of Your data in Our possession or under Our control, unless legally prohibited.

10. Publicity

You agree that We may disclose the fact that You are Our customer. While these TOS are in effect, You grant Us the right to reference Your company name and Your logo in marketing materials online and offline.ighjigvb

11. Miscellaneous

11.1 Neither Party will assign its rights or obligations under these TOS without prior written consent of the other Party. Any such assignment shall render this Agreement null and void.
11.2 Any disputes that the parties cannot amicably resolve shall be settled by the jurisdiction of the courts of The United Kingdom.
11.3 If any provision of this TOS shall be entirely or partly invalid or unenforceable, this shall not affect the validity and enforceability of all other provisions of this Agreement. The invalid or unenforceable provision shall be replaced with the relevant valid and enforceable provision that as closely as possible reflects the economic intention that the Parties pursued with the invalid or unenforceable provision.
11.4 These TOS comprise the entire agreement between Us with respect to the Software and/or Service and supersede all prior representations, agreements and understandings, written or oral.
THIRD-PARTY LINKS
This website mayinclude links to third-party websites, plug-ins and applications, includingsocial media platforms such as Linkedin, Youtube and Facebook. Clicking onthose links or enabling those connections may allow third parties to collect orshare data about you. We do not control these third-party websites and are notresponsible for their privacy statements. When you leave our website, weencourage you to read the privacy notice of every website you visit.

Acceptance and Signature

The Parties hereby approve the Software and/or Services listed above and agree to respect and uphold the full terms of this Agreement. Confirm your acceptance by signing below:
Talentanalytics Ltd
SIGNEE: 
Date:
[Company Name]
SIGNEE: 
Date: