Terms Of Use

IMPORTANT – READ CAREFULLY BEFORE YOU USE THIS SAAS-PLATFORM:

These terms of use are a legal agreement between you (an End User) and Talentguide. By checking the "I agree" checkbox, accessing, installing, downloading or otherwise using the SaaS-platform, you agree to be bound by these terms of use (hereinafter referred to as the "Terms"). If you do not agree to these, then you are not allowed to use, download or otherwise access the SaaS-platform and Talentguide does not grant you a license to use the SaaS-platform.

1. Definitions

The following definitions shall apply in these Terms regardless of whether they are used in their plural or singular form:

1.1. "Client Company" means a legal entity for which you are employed, act as a freelancer, contractor, consultant or officer (or otherwise work for) and that has entered into a legal agreement with Talentguide for the subscription to the SaaS-platform.

1.2. "Documentation" means the technical and functional product information that Talentguide (at its sole discretion), generally makes available from time to time to the Client Company or the End Users. The Documentation is accessible via www.talentguide.com. Changes to the Documentation, including changes to the URL and the content thereof, will be notified by Talentguide to you from time to time.

1.3. "Employee" means any employee, freelancer, contractor, consultant, supplier or other representative of the Client Company permitted by the Client Company to use the SaaS-platform for the Client Company's internal business purposes in accordance with the intended purpose of the SaaS-platform and these Terms.

1.4. "End User" or "you" means the individual accessing and/or using the SaaS-platform. You will typically be an Employee or Manager of a Client Company.

1.5. "End User Data" means all data proprietary to or held by the Client Company which is inputted or uploaded by the End User when using the SaaS-platform and as processed or stored by Talentguide as a result of the End User using the SaaS-platform.

1.6. "Terms" means these Terms of Use, as may be amended from time to time by Talentguide.

1.7. "Hosting Partner" means Microsoft Azure (or such other provider of hosting services Talentguide might contract in the future, as will be notified to the Client Company from time to time).

1.8. "Intellectual Property Rights" means any and all now or hereafter existing (a) rights associated with works of authorship, including copyrights, copyrightable or mask work rights, neighboring rights and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, rights to know-how and trade secrets, and industrial property rights; (e) layout design rights, design rights, topographic right (f) Internet domain names, (g) rights to software and computer software programs (including but not limited to source code and object code), rights to data, database sui generis right and documentation thereof; and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; whether registered or not and (h) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

1.9. "Manager" means a certain individual assigned by the Client Company to manage operational and strategic HR-issues and therefore designated by the Client Company to use the SaaS-platform for the Client Company's internal business purposes in accordance with the intended purpose of the SaaS-platform and these Terms.

1.20. "SaaS-platform" means the proprietary software as a service and related services, features, content, programs or applications (web-based or mobile), powered by the Talentguide Library and developed and owned by Talentguide.

1.21. "Talentguide" means TalentGuide BV, a company organised and existing under the laws of Belgium, with its registered offices at Sint-Jansvest 18/1, 9000 Ghent, Belgium, registered with the company number BE 0792.555.227.

1.22. "Talentguide Library" means an exhaustive skills and activities database which constantly adapts to the dynamic skills landscape using machine learning and that applies as a foundation for the rest of the SaaS-platform.

1.23. "Third Party Technology" means any SaaS-platform, hardware or other technology owned and provided by entities other than Talentguide, but may be necessary or appropriate for the use of the SaaS-platform.

1.24. "User Role" means one of the various roles assigned to the End Users by the Client Company. Each User Role may include different access rights and authorizations in the SaaS-platform. Please contact your Client Company for more information about the specific access rights and authorizations granted to a specific User Role.

2. General & Scope

These Terms are applicable to your use of the SaaS-platform and describes your rights and obligations with regard to the SaaS-platform and the Documentation and any related services.

3. License Grant

Talentguide grants you a revocable, non-exclusive, non-transferable, limited license (without the right to sub-license) to access and use the SaaS-platform and the Documentation, strictly in accordance with these Terms and any accompanying written Documentation. This license is granted to you solely for the purposes of facilitating your personal duties towards your Client Company and you may not use the SaaS-platform for any other purposes.

4. Use Of The SaaS-Platform

4.1. End User Obligations While Using The SaaS-platform, You Are Obliged To:

• comply with these Terms and the relevant Documentation;
• comply with any applicable local, national or international regulations;
• use the SaaS-platform only in accordance with the User Role that has been assigned to you;

4.2. End User Restrictions While Using The SaaS-platform, You May Not (directly or indirectly):

• use the SaaS-platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms;
• act fraudulently or maliciously (for example, by hacking into the SaaS-platform inserting malicious code, such as viruses or harmful data, into the SaaS-platform or any operating system);
• violate privacy and data protection rights of other End Users or try to collect personal data of other End Users either manually or automatically by using a "robot", "spider", "crawler", search or retrieval applications, or by using any other (automatic) tools, processes or methods to access the SaaS-platform and any data or information;
• use the SaaS-platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other End Users; - impersonate as another person or entity;
• try to access an account from another person;
• distribute fake information via the SaaS-platform;
• collect or harvest any information or data from the SaaS-platform or our systems or attempt to decipher any transmissions to or from the servers running the SaaS-platform.

5. Ownership Of The SaaS-Platform

All Intellectual Property Rights vested in the SaaS-platform and the Documentation and any related services are the sole and exclusive property of Talentguide (or its licensors) and are protected by the applicable copyrights and other applicable rights in accordance with local, national and international legislation.

Talentguide does not grant you any other rights to the SaaS-platform and the Documentation than granted pursuant to these Terms. The rights in the SaaS-platform and the Documentation described in these Terms are licensed (not sold) to you and you shall not in any way acquire any title, rights of ownership, copyrights, Intellectual Property Rights or other proprietary rights of whatever nature in the SaaS-platform or the Documentation.

Except as otherwise provided in these Terms, you shall not (directly or indirectly), without the written consent of Talentguide:

• arrange or create derivative works based on the SaaS-platform or the Documentation;
• assign, distribute, sub-license, transfer, sell, lease, rent out the SaaS-platform or Documentation on behalf of any third party or make them available to any third party, nor allow or permit any third party to do any of the same;
• modify, copy, duplicate, reverse engineer, decompile, disassemble, record or otherwise reproduce the SaaS-platform, the Documentation or any part of them, nor allow or permit any third party to do any of the same;
• remove or alter any copyright or other proprietary notice on the SaaS-platform or Documentation.

6. Support & Availability

6.1. Support

For support related matters, you should in first instance contact your Client Company (or the person assigned by your Client Company).  However, if you encounter problems when using the SaaS-platform Talentguide shall provide the support services on a best effort-basis via an online ticketing system.

6.2. Availability

Talentguide will make commercially reasonable efforts to ensure a continued availability of the SaaS-platform. However, we do not guarantee that the SaaS-platform shall be accessible or available at any time, any place or on any End User device. The SaaS-platform may for example not be available during periods of maintenance carried out by Talentguide or its hosting provider (which can be either planned or unplanned). If feasible, maintenance by Talentguide shall be carried out outside of regular business hours and Talentguide shall inform you as soon as reasonably possible of any such maintenance.

Talentguide and the Hosting Provider reserve the right to conduct any unplanned maintenance at any time if necessary for security reasons or other reasons requiring immediate maintenance. Talentguide or the Hosting Partner will not be held liable for any damages resulting from such unavailability of the SaaS-platform. Talentguide shall inform the Client Company of the unplanned maintenance as soon as possible and the Client Company shall be able to monitor the status of the SaaS-platform via www.talentguide.com or such successor URL as may be notified by Talentguide from time to time.

7. Modifications

Talentguide reserves the right to modify or update the SaaS-platform and the Documentation from time to time to improve performance, enhance functionality, reflect changes to the operating system or address security issues.

8. Usage Control

Talentguide has the right to verify the End User's usage of the SaaS-platform, including by keeping logs containing data concerning the Users' use of the SaaS-platform, including access, volume usage and account usage. These logs are kept for invoicing, service monitoring and improvement as well as security purposes. The End User agrees that these logs can be used as evidence to demonstrate compliance or breach of these Terms or any agreement between Talentguide and the Client Company and all rights and obligations thereunder. The logs shall be construed as evidence, unless proof to the contrary.

9. Third Party Technology & Hosting

9.1. End User's Third Party Technology

The End User acknowledges that in order to use the SaaS-platform, it may need appropriate hardware, networks, operating systems, data transmittal lines with appropriate communication applications or environments.

The End User acknowledges that, if applicable now or in the future, in order to use the SaaS-platform, it may need to obtain, at its own expense, the right to use any software owned by third parties.

For the avoidance of doubt, any Third Party Technology purchased by the End User or otherwise included in the SaaS-platform shall exclusively be governed by the service offering of the applicable Third Party Technology.

9.2. Talentguide's Or The Client Company's Third Party Technology

Third Party Technology, whether provided by Talentguide or involved by the Client Company, are subject to the delivery conditions, guarantees, maintenance conditions and any other contractual terms ("Third Party Warranties") of the supplier concerned ("Third Party Supplier"). The End User explicitly accepts the applicability of the specific conditions for Third Party Technology. The End User shall, where possible, address any claims exclusively to the Third Party Supplier in view of obtaining the repair of any visible and/or hidden defects in the Third Party Technology in accordance with such Third Party Warranties.

The End User acknowledges and agrees that, to the extent permitted by applicable law, Talentguide does not accept obligations, nor provide any warranties, with respect to the Third Party Technology in addition to the Third Party Warranties.

9.3. Hosting

The SaaS-platform will be hosted in the datacenters of Talentguide's Hosting Partner and such hosting is subject to the applicable service offering of the Hosting Partner. The hosting services shall be subject to the applicable Terms and conditions of the Hosting Partner as available on https://azure.microsoft.com/en-us/support/legal/ and as may be changed by the Hosting Partner from time to time.

10. Warranties

The SaaS-platform, the Documentation and any related services are made available to you "as is". Talentguide disclaims all warranties of any kind, either express or implied, including but not limited to implied warranties of accuracy or completeness of data, merchantability and fitness for a particular purpose, or non-infringement with respect to the SaaS-platform and the accompanying Documentation.

11. Limitations Of Liability

Subject to the maximum extent permitted under applicable law and the below paragraphs, Talentguide shall only be liable towards the End User for direct damages caused by Talentguide that were foreseeable and Talentguide's maximum liability shall not exceed the amount actually paid out by Talentguide's insurer for the damage causing event related to the usage of the SaaS-platform or the Documentation.

Subject to the maximum extent permitted by law, Talentguide shall not be liable to you for any indirect, punitive, special, consequential, or similar damage (including damages for loss of profit, lost revenue, loss of business, loss of corruption of data, loss of goodwill, and reputational damage, (potential) investments and costs of restoring data) arising or incurred due to the usage of the SaaS-platform or the Documentation. Talentguide is not responsible for any actions taken or decisions made based on the information provided on the SaaS-platform. Users should always exercise their own judgement and are encouraged to verify the provided information and seek professional advice when appropriate. Users should never fully rely on the information generated in the SaaS-platform.

In any case, Talentguide shall not be liable for damages caused by you, your Client Company or any third parties (including third party service providers and providers of Third Party Technology).

12. Privacy & Data Protection

During your use of the SaaS-platform Talentguide collects and processes your personal data as a data processor on behalf of your Client Company (as data controller) in accordance with the instructions, the legal basis and the purposes as determined by your Client Company (including to enable Talentguide to perform its contractual obligations under the agreement concluded with your Client Company).

Please contact your Client Company (being the data controller) if you wish to receive more information about the legal basis and the purposes of the processing of your personal data.

To learn more about our use of personal data and how Talentguide protects your personal data, please read our Privacy Policy (available at https://www.talentguide.com/privacy).

13. Changes To These Terms

Talentguide reserves the right to change these Terms from time to time (e.g. to reflect changes in applicable law, best practices or to deal with additional feature(s) which we may introduce).

Any change will be notified to you by e-mail or advised to you on your next usage of the SaaS-platform, thirty (30) days prior to entering into force, unless that change is needed to comply with relevant law (in which case, the change may be enforced immediately). The date of the most recent version is shown on the first page of these Terms. Please review these Terms periodically to stay informed of changes that may affect you.

By accessing or otherwise using the SaaS-platform after the Terms have been changed in accordance with this clause, you agree to be bound by the amended Terms. If you do not agree with any of the amended provisions, you will have no right to access and use the SaaS-platform.

14. Term & Termination

These Terms shall apply for as long as you remain an End User.

If you do not comply with these Terms, Talentguide reserves the right to immediately terminate (or alternatively, at Talentguide's discretion, refuse or suspend) your access to the SaaS-platform, without any formalities being required and without prejudice to any other right Talentguide may have under applicable law. In following circumstances your access to the SaaS-platform may be refused:

• if you discontinue to work for that Client Company (for whatever reason);
• if that particular Client Company has terminated your User Role;
• if the agreement between Talentguide and that particular Client Company terminates or expires.

The provisions of these Terms that are expressly or implicitly intended to survive termination, shall survive expiration or termination of your access and use of the SaaS-platform, including without limitation, the provisions relating to Intellectual Property Rights and limitation of liability.

Talentguide is not required to provide you with copies of End User Data nor continue to maintain copies of such End User Data on the SaaS-platform. However, If requested by the End User upon termination of the access to the SaaS-platform, Talentguide may provide to the End User all End User Data stored in the SaaS-platform on an external hard disk or by any other digital means (at the discretion of Talentguide). Talentguide will not retain End User Data beyond a term of thirty (30) days after termination of the access to the SaaS-platform.

15. Miscellaneous

Talentguide is not responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by force majeure or events outside of its control. In such case Talentguide will inform you as soon as possible and shall undertake such steps to minimize the effects of force majeure or events outside of its control.

Without written approval of Talentguide, you may not transfer your rights or your obligations under these Terms to another person. Talentguide may assign, transfer and/or subcontract the rights and obligations under these Terms to its affiliates.

If any provision of these Terms is held to be unenforceable (in whole or in part), the other provisions shall nevertheless continue in full force and effect. The provisions found to be unenforceable shall be enforceable to the full extent permitted by applicable law.

These Terms may be waived only by a written document signed by the party entitled to the benefits of one or more provisions of these Terms. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other Terms or conditions, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

16. Choice Of Law & Forum

These Terms shall be governed by and construed in accordance with the laws of Belgium and the Parties hereto submit to the exclusive jurisdiction of the courts of Ghent (Ghent division), Belgium.

Before initiating proceedings before the competent courts, you shall exercise reasonable good faith efforts to amicably settle any disputes that might arise during the execution of these Terms.

These Terms were last modified on January 26,2024.