The following Terms and Conditions("Agreement") are entered into between FIRM MINDSET sp. z o.o., withits registered office in Warsaw, ul. Bagatela 11 lok. 3, 00-585 Warsaw, enteredinto the register of entrepreneurs of the National Court Register kept by theDistrict Court for the Capital City of Warsaw in Warsaw, XII CommercialDivision of the National Court Register under KRS number: 0001085554, NIP:7011187744 ("FM" or "Service Provider") and the clientaccepting these terms ("Client" or "Service Recipient").
1. DEFINITIONS
1.1. "Platform" means the Employee JourneySuite, a computer software provided by FM in the Software as a Service (SaaS)model, designed to support inclusive recruitment processes in the Client'senterprise, available at the domain firmmindset.com.
1.2. "Candidate" means a person applying foremployment with the Client under an employment contract or a civil lawcontract, including on the basis of a contract between entrepreneurs.
1.3."Scan" means a one-time examination of a Candidate subject to therecruitment process using the Platform's assessment capabilities.
1.4. "Subscription Tier" means the level ofservice and features selected by the Client, as detailed on the Pricing andBilling Information page.
1.5. "Initial Subscription Period" means thefirst 12 months of the subscription, starting from the day of acceptance ofthis Agreement by the Client.
1.7. "Additional Services" means anysupplementary services not included in the standard Subscription Tier, whichmay be ordered separately upon request.
2. SUBJECT OF THE AGREEMENT
2.1. The subject of the Agreement is the provision byFM of access to the Platform for the Client in exchange for the agreedremuneration. The Platform is accessible via the domain firmmindset.com.
2.2. The subscription entitles the Client to use thePlatform according to the features and limitations of the Subscription Tierchosen by the Client during the subscription process.
2.3. The Platform will be covered by FM's technicalsupport and error removal service ("SLA"). The detailed scopeof the SLA is specified on the Service Level Agreement page.
2.4. The Platform is available only to business usersand is not intended for use by consumers. By accepting this Agreement, theClient confirms that it is entering into this Agreement for purposes related toits trade, business, craft, or profession.
2.5. Client may not share the Subscription among groupcompanies. In each case of using the Platform by a company affiliated with theClient in any way another Subscription must be purchased.
3. DURATION OF THE AGREEMENT
3.1. The Platform will be available to Client forInitial Subscription Period. After its expiration, the subscription willautomatically renew for subsequent 12-month periods unless cancelled by theClient before the start of the next period.
3.2. The Agreement may be terminated by either Partyunder the terms specified in Section 10 of this Agreement.
4. SUBSCRIPTION AND BILLING
4.1. The Client agrees to pay for the Platform accessaccording to the Subscription Tier selected during the subscription process.
4.2. Subscriptions are billed annually in advance.
4.3. Detailed pricing information, includingSubscription Tiers, user limits, and additional costs, is available in theseparate Pricing and Billing Information document, which forms an integral partof this Agreement.
4.4. The Client may upgrade their Subscription Tierthrough the self-service options in the Platform. Downgrades may be subject tocertain restrictions and will take effect at the start of the next billingcycle.
4.5. Usage beyond the subscribed limits (number ofScans) will incur additional costs as outlined in the Pricing and BillingInformation document.
4.6. FM reserves the right to suspend access to thePlatform if payment is not received by the due date.
4.7. No refunds will be provided for prepaid fees,except in cases of critical system issues or data breaches as determined by FM.
4.8. FM may offer custom pricing for enterprisecustomers. Such arrangements will be subject to a separate agreement.
4.9. The Client cannot downgrade the ongoingsubscription tier. The subscription for next period can be assigned to lowertier, if such information will be send to (and confirmed by) FM.
4.10. The Client can upgrade the ongoing subscriptionto higher tier by ordering new 12-months subscription for desired tier. FM willlower the cost of such subscription proportionally to non-used period forprevious one.
5. ACCESS TO THE PLATFORM
5.1. To access and use the Platform, the Client mustmeet the technical requirements described in the Technical Requirementsdocument.
5.2. The Client is responsible for maintaining theconfidentiality of its account and password and for restricting access to itsaccount on the Platform. The Client agrees to accept responsibility for allactivities that occur under its account or password.
6. PERSONAL DATA
6.1. The implementation of this Agreement requires theClient to entrust FM with the processing of personal data. The Data ProcessingAgreement, which forms a separate document and an integral part of thisAgreement, specifies the detailed scope of data subject to entrustment, as wellas the rights and obligations of the Parties in this regard.
7. INTELLECTUAL PROPERTY
7.1. FM retains all right, title, and interest in andto the Platform, including all related intellectual property rights. ThePlatform, its contents, and all brand elements are protected by copyright lawand other intellectual property rights. The Client acknowledges that it isobtaining only a right to use the Platform and that no ownership rights arebeing conveyed to the Client under this Agreement.
7.2. The Client agrees not to modify, adapt,translate, reverse engineer, decompile, disassemble or create derivative worksbased on the Platform or any part thereof.
7.3. FM is entitled to place the company logo in theCandidate survey screens and in the administrative panel.
7.4. FM reserves the right to perform mathematical andstatistical analyses of the numerical data, ensuring each time its fullanonymization.
8. CONFIDENTIALITY
8.1. Each Party agrees to keep confidential allconfidential information, including trade secrets of the other Party, learnedduring mutual cooperation. The Parties' responsibility for maintainingconfidentiality also extends to their employees and subcontractors. The Partiesalso undertake not to use confidential information for purposes not related tothe proper performance of the Agreement.
8.2. For the purposes of this Agreement,"confidential information" means all information concerning theactivities of the Parties, in particular regarding applied IT solutions,customer data, contractors, financial, organizational and technical data,inventions, business processes, business plans, organizational plans.
8.3. The following shall not be consideredconfidential information:
a) Information that is or becomes publicly availablein a manner other than through breach of the confidentiality obligation byeither Party;
c) Information already known to the receiving Partyand the Party is not obliged to keep it confidential under another agreement inforce between the Parties;
d) Information approved for dissemination on the basisof prior written consent of the disclosing Party;
e) Information that will be provided to the receivingParty by a natural or legal person who is not a party to the Agreement, inaccordance with the law, without restrictions and without violating theprovisions of this Agreement;
f) Information regarding the fact of concluding thisagreement between the Parties.
8.4. The obligations of the Parties resulting fromthis section bind the Parties during the term of the Agreement and for a periodof 3 years after its termination (expiry, termination, withdrawal ordissolution of the Agreement).
9. LIABILITY
9.1. FM's liability arising from any title related tothe content of the Agreement, its subject matter, conclusion or performance, islimited to the amount of annual remuneration for the Subscription Tier selectedby the Client, provided that in the case of damage resulting from willfulmisconduct or gross negligence, FM bears liability to the full extent of thedamage. FM's liability towards the Client does not include lost profits (lucrumcessans).
9.2. FM bears full responsibility towards thirdparties for any possible violations of third party rights in respect ofintellectual property rights to the Platform to the full extent of the damage.In the event of a third party making a claim against the Client on thisaccount, the Client will immediately notify FM, and FM will enter the case,releasing the Client from liability for the infringement.
9.3. Neither Party shall be liable to the other Partyfor any possible breaches in the performance of the provisions of the Agreementin a situation where they are caused by force majeure events.
10. TERMINATION OF THE AGREEMENT
10.1. The Client may terminate this Agreement at anytime by providing written notice to FM. Such termination will be effective atthe end of the current billing cycle, and no refunds will be provided for anyprepaid fees.
10.2. FM may terminate this Agreement with immediateeffect if:
a) The Client fails to pay any amount due under thisAgreement within 30 days after receiving written notice of such failure;
b) The Client breaches any material term of thisAgreement and fails to cure such breach within 30 days after receiving writtennotice of such breach.
10.3. Upon termination of this Agreement:
a) All rights granted to the Client under thisAgreement will immediately cease;
b) The Client must cease all use of the Platform;
c) Each Party will return or destroy all confidentialinformation of the other Party in its possession.
11. DISPUTE RESOLUTION
11.1. In the event of any dispute related to thisAgreement, the Parties will first attempt to resolve the dispute throughgood-faith negotiations.
11.2. If the dispute cannot be resolved throughnegotiation, it will be submitted to the common court having jurisdiction overthe registered seat of FM.
12. NOTIFICATIONS
12.1. All notices under this Agreement must be inwriting and will be deemed to have been duly given when received, if personallydelivered; when receipt is electronically confirmed, if transmitted by email;and upon receipt, if sent by certified or registered mail, return receiptrequested.
12.2. Notices to the Client will be sent to the emailaddress provided during the registration process on the Platform.
13. FINAL PROVISIONS
13.1. This Agreement constitutes the entire agreementbetween the Parties with respect to its subject matter and supersedes all priorand contemporaneous agreements, proposals or representations, written or oral,concerning its subject matter.
13.2. No modification, amendment, or waiver of anyprovision of this Agreement will be effective unless in writing and signed byboth Parties.
13.3. This Agreement is personal to the Client and maynot be assigned or transferred for any reason whatsoever without FM's priorwritten consent and any action or conduct in violation of the foregoing will bevoid and without effect.
13.4. If any provision of this Agreement is held by acourt of competent jurisdiction to be contrary to law, the provision will bedeemed null and void, and the remaining provisions of this Agreement willremain in effect.
13.5. The failure of either Party to enforce any rightor provision in this Agreement will not constitute a waiver of such right orprovision unless acknowledged and agreed to by such Party in writing.
13.6. This Agreement is subject to Polish law, inparticular the provisions of the Civil Code and the Act on Providing Servicesby Electronic Means.
14. ACCEPTANCE OF TERMS
By using the Employee Journey Suite platform atfirmmindset.com or clicking "I Agree" or a similar affirmation, theService Recipient acknowledges that it has read this Agreement, understands it,and agrees to be bound by its terms and conditions. The individual acceptingthese terms on behalf of the Service Recipient represents and warrants thatthey have the authority to do so and to bind the Service Recipient to thisAgreement.
Attachments forming an integral part of thisAgreement:
1. Pricing and Billing Information
2. Service Level Agreement (SLA)
3. Data Processing Agreement