1.2. Administrator – Recruitment Software Ltd (registry code 14936047), address Harju county, Tallinn, Lasnamäe district, Lõõtsa tn 8, 11415).
1.3. Information system – Integrated cloud solution for the provision of Services, including applications, software, hardware, databases, interfaces, related media, documentation, updates, upgrades, and other related components or materials.
1.5. User – A natural person who uses the Platform and Services on behalf of the Client.
1.6. User account – User Profile associated with the Client account to use the Platform used to identify the User, personally access the Services, and change and save settings.
1.7. Client account – Client-Related Instance To use the Platform used to identify the Client, to access the Services associated with the Client, and to change and save settings.
1.8. Client – A person engaged in economic or professional activities who has entered into an Agreement with the Administrator.
1.9. Company account – Profile within the Client Account created to distinguish and/or filter information related to different companies or departments of the Client (one or more).
1.11. Party (Parties) – In the singular, depending on the context, either the Administrator or the Client, in the plural both.
1.13. Platform – An integrated software solution for business and professional people for managing job advertisements, recruitment campaigns, campaign websites, recruitment process, Candidates, sales process, customer management process, clients, etc. The concept of platform includes the Additional Application and the Information System in the collection both on the web and in the mobile application.
1.14. Service – Any services offered to the Client under the Agreement.
1.15. Additional application – Software to be installed on the Client’s server or User’s device, if necessary, to synchronize information with the Client’s other solutions and systems, which works together with the respective Services.
1.16. Website – A set of web documents (including images, videos, php and html files) owned by the Administrator (for example, teamdash.com, recruitlab.co.uk, recruitlab.co, recruitlab.eu, recruitlab.ee, recruitlab.lv, and those of other websites registered under the domain name “teamdash”, “recruitlab” or “recruitmentsoftware” in different top-level domains) and accessible through these subdomains.
1.18. Candidate – A natural person whose data and personal information are processed by the Client as a chief processor on the Platform and whose personal data is processed by the Administrator as an authorized processor.
1.19. Intellectual property rights – Copyrights, patents, rights to inventions, design rights, database design rights, and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and obtain, renew or extend those rights (as well as to claim priority) and other similar or equivalent rights or remedies, existing now or in the future in different parts of the world.
2.1. The Administrator gives the Client and Users access to the Platform. Client and Users use the Platform to manage job postings, recruitment campaigns, campaign websites, recruitment process, Candidates, sales process, customer management process, customers, etc.
2.2. The Client and the Users must make sure that the Platform meets their needs and the requirements arising from the laws applicable to them. The Client has been granted access to the Platform, i.e. the Client is aware of the functions and possibilities of the Platform.
2.3. To use the full functionality of the platform, the Client must create a Client Account and in certain cases install the Additional Application on its server and/or Users’ computers.
2.5. Neither the Client nor the User may:
- use the Platform to commit or incite offenses;
- use the Platform in any other illegal way;
- use the Services to monitor their availability or functionality or for other competitive purposes.
2.6. The Administrator shall do everything that could reasonably be expected of it so that the Platform and the Services are available to the Client, operate securely, use the latest technological solutions and are convenient for the Client to use. The Client acknowledges and agrees that the Administrator has the right to improve and enhance the technical structure, security, availability, and functionality of the Platform at any time. The Administrator and the Client may agree on Special Conditions for service level criteria concerning the reliability, availability, and security of the Platform.
2.7. Client acknowledges and agrees that the Administrator may modify and supplement the Platform in its sole discretion to meet today’s solutions and market needs, and to add new features and services;
- impose restrictions on the use of certain parts or functionality of the Platform (such as the amount of data required to use the Services, the upload speed of the Content, the amount of Content to be stored, etc.);
- refuse to grant access to the Platform to any User upon breach of the terms of this Agreement.
2.10. The Administrator communicates with the Client and Users in English, or in Estonian as appropriate. . The Agreement and other documents concerning the use of the Platform and the provision of the Services have been prepared English or Estonian.
3. CONCLUSION OF THE AGREEMENT
3.1. The Agreement shall be deemed to have been concluded as soon as:
3.3. Upon concluding the Agreement, the Client or his/her representative confirms that:
- all information and assurances given by him are accurate, correct, complete and relevant;
- he is a natural person with full legal capacity (at least 18 years old);
- he has all the rights and authorizations to enter into the Agreement and use the Platform and the Services on behalf of the Client.
3.4. The accuracy of the above confirmations is presumed, and the Administrator is not obliged, but may check them.
4. THE RIGHTS AND OBLIGATIONS OF THE PARTIES
- change in existing legislation or its interpretation;
- change of the existing Service, termination of the offering or introduction of a new Service;
- significant changes in the technical architecture or functionality of the Platform;
- suggestions and Complaints from Clients and Users;
- the need to enhance data protection or other security measures;
- changes in the Administrator`s business model, work organization and/or authority;
- technological developments that allow to improve the user-friendliness, quality and security of the Platform and the Services;
4.3. The Administrator is obliged:
- to ensure the purposeful use of the Platform during the validity of the Agreement;
- immediately notify the Client of any errors that interfere with the use of the Platform;
- eliminate any malfunctions of the Platform within a reasonable time;
- perform their duties with the due diligence normally expected of an economic and professional person;
- to contact the Client immediately in case of questions arising during the performance of the Agreement.
4.4. The Client has the right:
- to use the Platform in his activities in the territory of European Union, United Kingdom, United States, Norway and Switzerland.
- make proposals to amend or supplement the Platform.
4.5. The Client is obliged to:
- to ensure the conditions necessary for the use of the Platform;
- pay for the use of the Platform on the agreed terms;
- provide the Administrator with sufficient information to fulfil its obligations and protect its rights;
- immediately notify the Administrator of significant circumstances related to the use of the Platform;
- notify the Administrator immediately of any change in contact information.
5. CLIENT ACCOUNT AND USER ACCOUNT
5.1. In order to use the basic functionality of the platform, it is necessary to have a Client Account and a User Account. If a natural person is related to several Clients, a separate User Account will be created for each natural person under each Client Account.
5.2. User Accounts are managed by the Client, i.e. the Client has the right to create, change and deactivate User Accounts and data about the User at its own discretion. The Administrator has the right and obligation to create a new User Account only if the Client does not have access to his/her Client Account and no User is the Client`s legal representative.
5.3. Each time User logs in to the Platform through User’s account, the User confirms that:
- all information and assurances given by him/her are accurate, correct, complete and relevant;
- he/she is a natural person with full legal capacity (at least 18 years old);
- he/she has all rights and authorizations to use the Platform and the Services on behalf of the Client.
5.4. The accuracy of the above confirmations is presumed, and the Administrator is not obliged, but may check them.
5.5. When creating an account, the Client and the User choose their account ID (e-mail address) and password, which can be used to log in to the Platform. The Client and the Users undertake to keep their ID and password secret in such a way that they do not fall into the hands of third parties.
5.6. The Client or User must immediately notify the Administrator about:
- abuse of his account;
- loss of his password or possession of third parties;
- change of position or resignation or other reason why the User is no longer entitled to use the Platform or the Services on behalf of the Client.
5.8. The Client Account and the User Account are valid indefinitely until deleted or the Agreement expires. If the Client has asked the Administrator to delete the Client Account, the Administrator shall treat it as termination of the Agreement by the Client.
6.1. The Administrator has the right to establish fees for the use of the Platform by publishing the respective price packages either to the Client personally or on the Website. To use the Platform, the Client must choose a paid price package from among the price packages that suits him/her.
6.2 The Administrator has the right to change the amount of the Fee for packages by notifying the Client thereof at least 30 (thirty) days in advance. If the Client does not agree with the amount of the new Fee, the Client has the right to terminate this Agreement in accordance with the agreed notice period.
6.2. The Client undertakes to pay the Administrator for the use of the Platform and the Services provided in accordance with the price package, selected annexes and the number of Client and User Accounts selected by the Client or based on the Special Conditions.
6.3. Before choosing a paid price package, the first-time Client can try the standard platform solution during the trial period free of charge. The duration of the trial period in days will be published on the Administrator’s Website or agreed with the Client personally. The Administrator will not invoice the Client for the trial period.
6.4. If the Client wishes to continue using the Platform on the basis of a paid price package after the end of the free trial period, he must select a suitable paid price package and pay an advance payment for the next period by the end of the trial period at the latest. If the Client has not done so, then at the end of the trial period the Administrator has the right to immediately close the Client Account and User Accounts, incl. delete all the Content added to it, and terminate the Agreement automatically. Unless otherwise agreed, the content of the trial version will be retained for 90 days after the end of the trial version in case the Client decides to continue using the Platform based on a paid price package.
6.5. Payment based on the price package is made on the principle of periodic advance payment, i.e. the Client pays in advance for the use of the Platform for each subsequent period (usually a calendar month or the current year).
6.6. At the beginning of each payment period, an invoice or payment request is submitted to the Client by e-mail or in the e-invoice application. The Client must make the payment by the date indicated on the invoice or payment request.
6.7. If the Client pays with a bank or credit card, the Client authorizes the Administrator to debit his bank or credit card or bank account in the amount of all fees payable in each payment period. The Client also authorizes the Administrator to use a third party to process payments.
6.8. If the Client pays based on the invoice, the Administrator shall submit the invoice at the beginning of each payment period. All amounts shown on the invoice are due by the date indicated on the invoice. The payment deadline is ten days from the date of receipt of the invoice. In case of delay in payment, the client undertakes to pay late payment interest of 0.05% of the overdue amount for each day of delay until the full payment has been received by the Administrator.
6.9. The Client can change their price package, order accessories, and change the number of User Accounts. The change in the price resulting from such changes is reflected on the Client’s invoice for the next period. The usage possibilities arising from the higher fee price package take effect immediately after the Client confirms the change of the package. Changes to the lower fee package will take effect from the beginning of the next period.
6.10. The advance paid will not be refunded, including if:
- The Client has not used the Platform during the prepaid period or has done so only partially;
- The Client changes the price package of the Platform;
6.11. If the Client is late in making his payment for 14 days, the Administrator has the right to restrict the Client access to the Platform and refuse to provide the Services. At the same time, the Administrator has the right to calculate the fee for the period when it applies the aforementioned restrictions to the Client. The Administrator shall notify the Client of the implementation of the proposed restrictions at the Client’s e-mail address in the event of a breach of the payment obligation.
7. CONTENT AND DATA PROCESSING AGREEMENT
7.1. The Administrator provides the Client with the service of hosting and maintaining the Content on the web through the Platform. The Client decides what Content, including personal data, he wants and whether he wants to process on the Platform. Thus, the Administrator processes the personal data contained in the Content on behalf of the Client in order to provide the Platform and the Services, and acts as an authorized processor of such personal data, while the Client acts as the controller of such personal data.
7.2. Users may not add to the Platform Content that contains viruses or computer programs and files that otherwise damage or disrupt the normal operation of the Platform, or which are stored on the Client’s or User’s computers and interrupt or impair their normal operation. The Client is responsible for ensuring this.
7.3. The Client grants the Administrator the necessary rights for the Content (including a non-exclusive license for any Content protected by intellectual property rights) and confirms that it has the right to do so.
7.4. With entering into the Agreement (see Clause 3) e.g., by agreeing to these Terms of Service, the Client also enters into a personal data processing agreement (the DPA) with the Administrator (unless separate data processing agreement is entered into by the Parties). The DPA is available at: https://www.teamdash.com/dpa/ and is an Annex to the Agreement. In case of discrepancies between the Agreement and the DPA, the DPA shall prevail.
8. INTELLECTUAL PROPERTY
8.1. The Platform, the Website and any parts and elements thereof (including databases and software, business names, trademarks, trade secrets, domain names, etc.) are protected by intellectual property rights of the Administrator, its employees or the Administrator’s partners.
8.2. With this Agreement, the Client acquires only a non-exclusive license, based on which the Client has the right to use the Platform. A non-exclusive license acquired under this Agreement shall be valid until the termination of this Agreement. During the validity of the Agreement, the Administrator allows the Client and the Users to use the functionality of the Platform for their internal needs in accordance with the terms of the Agreement for the usual purpose for which the Platform is intended. The Administrator does not grant any other licenses or rights to the Client or the User, and the Client or the User does not acquire any intellectual property rights to the Platform or the Website.
8.3. Neither the User nor the Client may change, copy, reproduce, distribute, process, translate, extract, transmit, link to other databases or make available to the public the Platform, the Website or their components without the prior written consent of the Administrator, or otherwise exercise any intellectual property rights in the Platform or the Website. Also, the Client and the User do not have the right to sublicense the use of the Platform, the Website or their components or create new intellectual property objects based on them. It is prohibited to sell, rent, license, interface with the Client’s or third party’s systems or use them with any programs that interfere with or disrupt the operation of the Platform or the Website or that distort the Content without the prior written consent of the Administrator.
9.1. A Party is obliged to keep the business and production secrets of the other Party (hereinafter referred to as Confidential Information) related to and obtained in connection with the conclusion and performance of this Agreement during the term of the Agreement and for an indefinite period after the termination of the Agreement, and take reasonable steps to prevent confidential information from falling into the possession of third parties. The provisions of this paragraph shall not apply to information which is in the public domain at the time of the conclusion of this Agreement or which becomes publicly available after its conclusion by means other than a breach of confidentiality. A Party may disclose confidential information to the extent required by law or court ruling.
9.2. Confidential information shall be any written or oral information communicated to the other party which is not provided by the party itself for general use and which has been notified to the other party or which the other party may reasonably expect to be treated as such.
9.3 Confidential information includes, but is not limited to:
- Contracts and agreements, including their content, parties and performance, and the amount of the fee;
- data on clients, business partners, suppliers;
- financial and economic position, business plans, structure of the party;
- pricing and production information;
- the technology, equipment, software, materials and related documents used;
- software and hardware related information, computer programs;
- decisions of governing bodies;
- details of employees, including terms and methods of their remuneration (amounts, calculation methods, terms of payment, etc.);
- any information relating to the intellectual property of the other Party;
- passwords, codes;
- any other information the confidentiality which the other Party has a clearly identifiable interest in keeping secret.
10. SUPPORT, MAINTENANCE AND DEVELOPMENT SERVICES
10.1. The Administrator constantly updates the mechanisms underlying the operation of the Platform to provide high-quality services to Clients and Users. To achieve this goal, the Administrator may from time to time modify the Platform and its components, as well as change the requirements for the hardware and software required to use the Platform and the Services provided through it. The Administrator shall notify the Client and Users of significant changes in reasonable time before they take effect, considering the likely impact of the change on Clients and Users.
10.2. The Administrator may provide various support materials for the use of the Platform, which are available on the Website. In case of problems, questions and suggestions, the Client and Users can contact the Administrator through the contacts provided on the Website.
10.3. If the Client uses the Platform based on a paid price package, the Administrator shall provide the Client with relevant upgrades and updates in the technical solution of the Platform.
10.4. The Administrator may temporarily suspend access to the Platform if necessary for the purpose of modifying, maintaining or updating the Platform due to reformation, modification or maintenance work by third parties, or in other cases arising from legislation or decisions of the competent authorities. The Administrator notifies the Clients and Users of regular maintenance work at least 2 working days in advance via the Platform. To minimize disruption to the use of the Platform, the Administrator shall perform regular maintenance and/or development work on weekdays between 18.00-07.00 (CET) or on weekends.
10.5. If there are errors or any other malfunctions in the Platform that result in the use of the Platform being impeded, then the Administrator shall make all reasonable efforts to eliminate these disturbances as soon as possible, but not later than within 48 hours of receiving the error message. If the malfunctions are minor, the Administrator may rectify them later than 48 hours after receiving the error message. In such a case, the Administrator shall notify the Client thereof.
11. TERMINATION OF THE CONTRACT
11.1. The Agreement is concluded for an indefinite period, unless otherwise agreed in the Special Terms. A Party has the right to terminate the Agreement for any reason by notifying the other Party of the termination of the Agreement in writing at least 2 (two) months in advance by e-mail or via the Platform.
11.2. The Administrator has the right to unilaterally cancel the Agreement immediately, without prior notice, if:
- the Client has provided false information about himself;
- the Client has not used the Service for at least one year;
- it turns out that the person who has used the Platform, Services or Client Account on behalf of the Client does not have the right of representation to act on behalf of the Client;
- the Client has been declared bankrupt or reorganized, as well as if compulsory dissolution or liquidation has been initiated against the Client;
- the Client intentionally or through gross negligence causes damage to the Administrator;
- for other reasons specified in the Agreement.
11.3. Either Party has the right to cancel the Agreement without prior notice if the other Party materially violates the Agreement and has not eliminated such violation within the additional reasonable term given to him.
11.4. Upon termination of the Agreement, the Administrator shall close the respective accounts and, unless otherwise agreed, delete the Content on them 90 days after the termination of the Agreement. The Administrator will not delete Content that is required to be retained under applicable law. The Client may download a copy of the Content in a generally accepted format or, if the Client Account should for any reason be unusable, request the Administrator to forward it within 90 days of the termination of the Agreement.
12. LEGAL REMEDIES OF THE ADMINISTRATOR
12.1. The Administrator is not obliged to check the Content added by the Users to the Platform and the User’s actions on the Platform. Also, the Administrator is not obliged to monitor the activities or information of the Users or the Content that they add to or transmit to the Platform, cache or store. At the same time, the Administrator has the obligation arising from the Information Society Services Act to inform the competent supervisory authorities of possible illegal activities or information provided and to identify the Clients and Users to whom it provides the data storage service.
12.2. If the Client or the User violates the Agreement, good practices, or legislation in force on the Platform, the Administrator has the right to:
- eliminate violation or illegal content;
- require termination of the breach and bringing the conduct or Content into conformity with the Agreement, good practice or legislation;
- temporarily block the Client’s or User’s access to the Platform or any part thereof, including temporarily closing the User Account;
- restrict the Client’s or User’s rights of use.
12.3. If the violation of the Client or the User is repeated or for any other reason significant, the Administrator has the right to permanently prohibit the Client or the User from using the respective part of the Service or Platform, delete the User Account or terminate the Agreement without prior notice.
12.4. The Administrator may re-add or restore access to the Content removed from the Platform on the basis of a complaint if the Administrator is provided with convincing evidence of the Content’s compliance with the Agreement, good practices or legislation in force on the Platform.
13.2. To the extent permitted by applicable law, the Administrator shall be liable only if he is guilty of an act or omission. The total liability of the Administrator (incl. Interest) for all claims related to the breach of the Agreement is limited to twice the monthly fee under the Agreement or the actual loss, whichever is less. To the extent permitted by applicable law, the Administrator shall not be liable for lost income, purely economic damage or non-pecuniary damage caused to the Client or User, as well as for other indirect, special, consequential, cautionary, or punitive damages. The Administrator is also not liable for damages and other consequences that have occurred for the following reasons:
- the Website or Information System does not work in some web browsers;
- disputes between the Client and the User or the Clients or Users;
- for the validity, execution and legality of transactions made by the Client or the User with third parties (e.g. Candidates or the Client’s clients) through the Platform;
- adding Content to the Platform by the Client or User that is not or is not used in accordance with the Agreement, good practice or legislation in force on the Platform;
- changes in legislation and their interpretation, their effects on the business of Clients or Users, and the reflection of the respective changes on the Platform, if it is not obligatory for the Administrator due to legislation or court decisions that have entered into force with respect to the Administrator;
- force majeure and other errors or disturbances beyond the control of the Administrator that prevent the Client or Users from using the Platform, the Website and/or the Services (such as interruptions in internet connection, etc.);
- Errors or damages in the Client’s or User’s equipment, or unsuitable settings for using the Platform or Website;
- delays, interruptions or failures in the use of the Platform, Website and/or Services due to regular maintenance and/or development work;
- processing of data by third parties to whom the Administrator has transmitted them with the consent of the Client or the User, except for sub-processors who process personal data in the Content;
- if the Administrator becomes aware of an infringement committed or lasting through the Platform, eliminates it or blocks access to it, or actively takes other measures to terminate the infringement or eliminate the consequences;
- The use of the Administrator’s legal remedies and the resulting damage to the Client, the User or a third party, unless it later turns out that there was no violation;
- Loss of the Client Account or User Account password or falling into the hands of unauthorized third parties or use by third parties;
- failures and defects in third party systems (such as Amazon Web Services, Microsoft Office 365, Facebook, LinkedIn, job portals, third party or Client websites, etc.) that affect the operation and availability of the Platform and/or Services.
13.3. The Client indemnifies the Administrator for any damage caused to the Administrator by any claims, obligations, actions, complaints, accusations, costs, expenses, etc. (incl. Legal aid costs), which is due to or related to the fact that the Client has violated its obligations arising from this Agreement or the Data Protection Legislation as the controller of personal data.
14. APPLICABLE LAW AND DISPUTE RESOLUTION
14.1. The legislation in force in the Republic of Estonia shall apply to the Agreement.
14.2. If the Client is not satisfied with the activities of the Administrator, he has the right to submit a complaint to the Administrator. The administrator shall make every effort to resolve the disagreement through negotiations. Other disputes between the Client and the Administrator in connection with the Agreement will also be resolved through negotiations.
14.3. If the settlement of a complaint or other dispute through negotiations fails, the dispute shall be settled in Harju County Court, Estonia.