Last updated: August 26th, 2017
THIS MASTER SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) GOVERNS LICENSEE’S ACQUISITION AND USE OF 50SKILLS’S SERVICE. BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL SIGNING THE ORDER FORM FOR LICENSEE IS SIGNING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY .
1.1. These Business Terms shall apply to 50skills ehf. (hereinafter ”50skills”) provision of recruiting services to customers (hereinafter the ”Customer”) unless otherwise agreed in writing. 50skills and the Customer shall also each be referred to as a “Party” and jointly the “Parties”. The services shall be provided under a subscription structure pursuant to these Business Terms.
2. Contact with Customer
2.1. The Customer shall appoint a person (s) to be in charge of the contact with 50skills. Such person (s) shall handle all practical arrangements for which the Customer is responsible during the subscription term.
3. Subscription term and fees
3.1. The Customer subscribes to the services provided by 50skills for a minimum initial period of 12 months and at the same time acknowledges that the subscription has an initial minimum pre-payment feature for one full year of service to be paid prior to the commencement of the 12 months subscription period. No part of the payment for the initial 12 months will be refundable in the event of the Customer’s cancellation during the 12 months period unless clearly stated in an addendum. At the end of the 12 months period, the subscription will be automatically extended for a renewed 12 months subscription unless cancelled by the Customer in writing a minimum of 30 days before the subscription end date. The payment will automatically be invoiced with the Customer charged for any additional licenses deployed. Upon expiry of the initial period of 12 months 50skills is, at any time and at 50skills’s absolute discretion, entitled to amend the subscription rates without prior consent from the Customer. If the Customer’s subscription rate is reduced compared to the list price in force at any time, such rate shall be subject to an automatic minimum 10% increase as per commencement of a new 12 months period. 50skills shall provide the Customer with a 2 weeks’ notice before implementing such adjustment.
4. Terms of payment
4.1. 50skills shall be entitled to charge interest from the Customer if payment to 50skills is past due. The rate of the interest is the highest rate permissible under the applicable law. The interest shall accrue from the due date until the actual date of the payment.
4.2. If the Customer has not paid the amount due 50skills shall be entitled to immediately discontinue the services by notice in writing to the Customer.
5. Exchange of information and confidentiality
5.1. Information relating to the Parties that is exchanged between 50skills and the Customer in connection with the services provided shall be confidential information.
5.2. Each Party shall keep secret such confidential information and shall exercise the same degree of diligence as exercised in relation to its own confidential information.
5.3. Neither Party may disclose or in any other way make confidential information available to any third party without the written consent of the other Party.
5.4. Upon expiry of the subscription period, 50skills shall return any and all material received from the Customer if the Customer so requests prior to the expiry of the subscription.
5.5. 50skills shall be entitled to file material on the services in question for the internal purpose of continued development of 50skills’s products and shall be entitled to use the Customer’s name as a reference for the purposes of marketing, submission of offers, etc.
6. Rights in product and material
6.1. All copyright and any other intellectual property rights, including any recruiting analysis software downloaded by and installed with the Customer, in the product developed in connection with the services provided shall be accorded to 50skills. The Customer shall be granted only a right of use as well as property rights to any material physically handed over.
6.2. The Customer may conclude a separate agreement with 50skills on the extension of the permission to use the material received in return for payment of an additional charge, including the possibility to reproduce the material and use the material for marketing purposes. In case of such use, the Customer shall ensure that the fact that the material has been prepared by 50skills is clearly stated.
6.3. If the Customer does not conclude a separate agreement with 50skills as specified in Clause 6.2, the Customer may use the material prepared by 50skills for internal purposes only and may not disclose, change or copy the material, upload it on the Customer’s website or social media or in any other way reproduce such material.
7. Postponement/cancellation by the Customer
7.1. In the event that the Customer cancels or postpones the subscription prior to the commencement date scheduled the full 12 month subscription fee will be due per terms stated in clause 3.1.
8. Warranty and downtime
8.1. 50skills provides no warranties whatsoever in relation to and shall not be liable for any software applied and installed with the Customer.
8.2. The Customer’s use of the service is at the Customer’s sole risk. The services are provided on an “AS IS” and “AS AVAILABLE” basis. The service are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
8.3. 50skills, its subsidiaries, affiliates, and its licensors do not warrant that a) the services will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the services are free of viruses or other harmful components; or d) the results of using the services will meet your requirements.
8.4 Notwithstanding Clauses 8.1-8.3 the Customer is entitled to claim compensation from 50skills if the services provided are unavailable (downtime), for reasons attributable to 50skills, for more than 1% of the time of a calendar month. The compensation shall be calculated as 10% of the monthly fee payable according to Clause 3 for each 1% downtime unavailability. The compensation can, however, not exceed the monthly fee for that period. The compensation, if claimed and awarded, will be set-off against future service invoices and will not be paid in cash.
9.1. In the event of a Party’s breach of the subscription or these Business Terms, the general rules of Icelandic law shall apply.
9.2. Any claim for damages as a result of breach by 50skills shall in no event exceed an amount corresponding to the fee agreed to be paid by the Customer for the initial 12 months’ subscription. 50skills shall not be liable for the Customer’s operating loss, loss of profits or any other indirect loss. It is specifically stated that 50skills shall not be liable for any late delivery or erroneous analysis or report etc. due to facts attributable to the Customer and/or its employees.
9.3. In the event that the breach by a Party is due to factors beyond the control of such Party (force majeure), the Party shall not be liable for such breach.
10. Governing law and venue
10.1. Any dispute between 50skills and the Customer arising out of or in connection with the subscription or these Business Terms shall be subject to Icelandic law and the jurisdiction of the City Court of Reykjavik.