These Terms and Conditions (the “Terms”) govern and apply to the use of Exparang AB’s recruitment platform called “Exparang” (the “Platform”), available at the website www.exparang.com including any sub-domains (“Website”). The Platform and the Website (the “Services”) are provided by Exparang AB, a Swedish company with Business-ID 559139-0470 (“Provider”).
DEFINITIONS"Account" means an account enabling the Customer to access and use the Services.
"Agreement" means the Pricing Agreement entered into between the parties including its appendices.
"Charges" means the fees specified and agreed upon in the Pricing Agreement.
“Customer” means the purchaser specified and defined in the Pricing Agreement.
"Customer Confidential Information" means any information disclosed by (or on behalf of) the Customer during the Term of the Agreement that at the time of disclosure was marked (or described) as "confidential" or should have been reasonably understood by the Provider to be confidential.
"Customer Data" means all data and materials uploaded to or stored on the Platform by the Customer, transmitted by the Platform at the instigation of the Customer, supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform or generated by the Platform as a result of the use of the Platform by the Customer.
“Customer User” means any representative of the Customer who is authorized as a user of the Platform.
"Effective Date" means the date of execution of the Agreement.
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).
“Professionals” means a person seeking work opportunities by using the Platform to connect with future employers with whom the Customer and Customer Users may be matched.
"Term" means the term of the Agreement as set out in section 9.
USE OF THE SERVICES
- The intended purpose of the Services is to connect the Customer with potential future employees or consultants (“Professionals”) and the Customer may only use the Services for its intended purpose.
- The Customer is solely responsible and liable for limiting the access to the Accounts to Customer User’s, for the activities made in the Accounts and any other use of the Services made by a Customer User. The Customer undertakes to inform the Provider of any unauthorized activities connected to the Accounts or the Customer Users.
- The Customer agrees to ensure that neither the Customer nor the Customer Users use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Platform.
- The Customer or the Customer Users must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.
- The Customer or Customer Users may not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
- The Customer must not use the Services in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. The Customer agrees that neither the Customer nor the Customer Users will use the Services for posting, transmitting or otherwise distributing illegal or improper material, such as obscene, pornographic, racist, terrorist or politically slanted material.
- The Provider reserves the right to suspend any Customer User or terminate any Account if activities occur which constitutes or may constitute a violation of the Agreement or applicable law.
- Unless otherwise stated, the Customer is responsible for the Customer Data uploaded or otherwise made available by the Customer Users in the Services.
- By uploading Customer Data to the Platform, the Customer warrants that it is either the owner of the Customer Data or that it holds a valid permission to such Customer Data from the appropriate rights holder and that the Customer Data, or the Customer Users’ use thereof, is in no way a violation of any applicable law or risks harming the Provider’s trademarks, goodwill or reputation.
- The Provider reserves the right to delete Customer Data uploaded in breach of the Agreement.
- The Provider is hereby granted a non-exclusive right to copy, reproduce, store, distribute, publish, export, adapt, edit and translate Customer Data submitted to the Services to the extent necessary to provide the Services in accordance with the Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.
- The Provider furthermore has the right to use Customer Data and data derived from the Customer’s and Customer Users’ use of the Services in an anonymized and aggregated manner for the purpose of improving, developing and modifying the Services as well as to compile statistics and for marketing purposes.
- Whereas the Customer Data includes personal information, for example in relation to the Customer User’s Account, the Provider is deemed to be the data controller.
AVAILABILITY AND UPDATES OF THE SERVICES
- The Provider shall, on the Effective Date, generate agreed upon Accounts for the Customer and provide to the Customer login details for Accounts.
- The Provider does not guarantee uninterrupted, secure or error-free operation of the Services. The Services are provided “as is” without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
- The Provider may suspend the provision of the Services if any Charges to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least thirty (30) days' written notice, following the Charges becoming overdue, of its intention to suspend the Services on this basis.
- To be able to continuously improve and develop the Services, the Provider reserves the right to modify, suspend, and/or discontinue properties of the Services at any time without liability and without obtaining the Customer’s consent. All new functionalities, features or services introduced to the Services will be subject to the Agreement. The Provider will use its best efforts to keep the Services operational and fully functional during updates. However, the Provider reserves the right to temporarily make Services unavailable to the Customer and Customer Users in order to make updates and amendments to the Services.
INTELLECTUAL PROPERTY RIGHTS
- The Customer is granted a non-exclusive, non-transferable and revocable license to use the Services in accordance with the Agreement. Any use of the Services in breach of the Agreement that leads to a suspension or termination of an Account in accordance with Clause 2.7 will automatically terminate the license granted herein.
The license granted to the Customer under the Agreement is subject to the following limitations:
- the Services may only be used by Customer Users; and
- the Services must not be used at any point in time by more than the agreed upon number of Customer Users.
- Nothing in the Agreement shall operate to assign or transfer any intellectual property rights from the Provider to the Customer, or from the Customer to the Provider, except as specifically stated in Clause 5.1
CHARGES & PAYMENTS
- The Customer shall pay the Charges to the Provider in accordance with the Agreement. All amounts stated in or in relation to the Agreement are stated excluding any applicable taxes or duties.
- The Provider has the right to change the Charges during the period of the Agreement by notifying the Customer thirty (30) days prior to the change. If the Customer does not accept the change, the Customer has the right to terminate the Agreement in accordance with Clause 9.2.
- The Provider shall issue invoices on a monthly basis to the Customer. Charges for the subscription fee will be invoiced in advance of the period to which they relate, while Charges for the connection and additional user fees will be invoiced the following month.
- The Customer must pay the Charges to the Provider within the period of thirty (30) days following the issue of an invoice.
- The Customer must pay the Charges by using such payment details as are notified by the Provider to the Customer from time to time.
- If the Customer does not pay any amount properly due to the Provider under the Agreement, interest shall accrue according to the Swedish Interest Act (Sw. räntelag (1975:635)), and collection fees will be charged when applicable. The Provider shall, in addition to other remedies, be entitled to suspend or terminate the Customer and Customer Users’ access to the Services until payment is made.
The Provider must:
- keep the Customer Confidential Information strictly confidential;
- not disclose or publish the Customer Confidential Information without the Customer's prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;
- use the same degree of care to protect the confidentiality of the Customer Confidential Information as to protect own confidential information of a similar nature, being at least a reasonable degree of care;
- act in good faith at all times in relation to the Customer Confidential Information.
The confidentiality undertakings shall not apply to any information which:
- is or subsequently comes into the public domain otherwise than by breach of the Agreement;
- is already in the possession of the receiving party without an accompanying obligation of confidentiality;
- is obtained from a third party who is free to disclose the information;
- is independently and lawfully developed by the recipient or its sub-contractor outside the scope of the Agreement.
- Notwithstanding the above, the Provider may disclose the Customer Confidential Information to officers, employees, professional advisers, insurers, agents and subcontractors of the Provider who have a need to access the Customer Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
- The provisions of this Clause 7 shall continue in force for a period of five (5) years following the termination of the Agreement.
- The Provider must:
THIRD PARTY SERVICES
- The Services may use and integrate with third party services or websites. The Provider assumes no responsibility for the content, advertising, goods or services, privacy policies or other practices of any third party service or website that may be reached by links or integration presented in the Services. Furthermore, the Customer agrees that the Provider is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party service.
TERM & CANCELLATION
- The Agreement shall come into force upon the Effective Date and shall continue in force until terminated by either party.
- The Customer may at any given time terminate the Agreement by cancelling the Account, without prior notice. If the Customer terminates the Agreement by cancelling the Account, there will be no refund of amounts already paid to the Provider.
- The Provider has the right to terminate the Agreement with thirty (30) day’s prior written notice. The Provider also has the right to terminate the Agreement immediately by giving written notice of termination to the Customer if the Customer commits a material breach of the Agreement.
- No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
- Any license granted to the Customer under the Agreement will immediately cease upon termination of the Agreement.
- Unless otherwise agreed, the parties’ liability to each other shall be limited to direct damages caused by or arising out of gross negligence and/or willful breach of the Agreement.
- Notwithstanding the above the Customer will indemnify and hold the Provider harmless against any claims from a third party with regard to breaches of Clause 3.2
- If the Provider is found to be liable to the Customer for any damage or loss which arises out of or is in any way connected to the use of the Services, the Provider’s liability shall in no event exceed an amount corresponding to the latest twelve (12) months’ worth of Charges paid to the Provider by the Customer. Such claims must be presented to the Provider in writing within ninety (90) days from when such damage or loss was, or should reasonably have been, discovered.
- The Customer hereby acknowledges that the Platform is merely a service for Customers and Professionals to connect. The Provider accept no responsibility for the contact between Customers and Professionals, whether such contact is made through or outside of the Platform, hence all contact and communication between Customers and Professionals are made at the Customer’s own responsibility and risk. The Provider does not examine or take any responsibility for information or data uploaded by users (i.e. other customers or Professionals) to the Services or the accuracy, timeliness, reliability, truthfulness or completeness thereof. No information obtained from the Provider or the Services shall create any warranty if not expressly stated in the Agreement. The Provider is not responsible for any business or employment relationships or disputes that may arise between the Customer and Professionals.
FORCE MAJEURE EVENT
- If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
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 the 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.
- A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
- If any provision of these Terms is found invalid or unenforceable by any court or competent authority, such provision shall be limited, modified or severed to the minimum extent necessary to eliminate its invalidity or unenforceability in order for these Terms to remain in full force, effect and enforceability.
- The Provider shall notify the Customer in the Platform or on the Website beforehand of amendments to these Terms. The Customer has the right to object to such amendments within thirty (30) days of the Provider posting the notification of the changes in the Platform or on the Website by terminating the Agreement. If the Customer does not object within thirty (30) days of the Provider’s notice to the Customer, the Customer shall be deemed to having accepted the new amended Terms.
- The Customer may not without the prior written consent of the Provider assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under the Agreement. The Customer may however assign the Agreement as a whole to a successor in connection with a merger, acquisition or sale of all or substantially all of its assets to which the Agreement relates, on condition that such successor agrees in writing to comply with all terms and conditions of the Agreement.
GOVERNING LAW AND DISPUTE RESOLUTION
- The Agreement shall be construed in accordance with and governed by the substantive law of Sweden.
- Any dispute, controversy or claim arising out of or in connection with your use of the Platform and/or the Website, or with the Agreement, or the breach, termination or invalidity thereof, shall be settled by public Swedish courts, with Stockholm District Court as first instance.