Agreement for the use of the CVWarehouse Applicant Tracking System - Try out
ARTICLE 1: SCOPE OF APPLICATION
These general terms and conditions (the “General Terms and Conditions”) govern the relationship between CVWarehouse (“CVW”) and its Customer relating to the services (the “Services”), the use thereof and the access to the Services, agreed orally or in writing per order form, quotation, invoice, correspondence or agreement. By ordering the Services, the Customer agrees that his own terms and conditions shall not apply to the Services and that he shall be bound by these General Terms and Conditions. Deviations from these General Terms and Conditions can only be agreed in writing.
ARTICLE 2: APPLICATION TRACKING SYSTEM
For the contracted term and subject to the timely payment of the applicable fees, CVW grants the Customer the limited, non-exclusive and non-transferable right to use the Application Tracking System for its professional recruitment needs and for the number of users paid for.
ARTICLE 3: OTHER SERVICES
Other Services may consist in: “Look & Feel Customization Services”, “Professional Services in case of Future Support” or any other Services agreed between CVW and the Customer. These other Services shall be provided by CVW on a best efforts basis in a professional way, in accordance with prevailing market practices. The provision of the Services and any deliverables given to the Customer shall be deemed accepted and approved by the Customer, unless within ten business days thereafter written notice is given to CVW by the Customer.
ARTICLE 4: LOGIN AND PASSWORD
Login and passwords are provided on a confidential basis by CVW to the Customer for the sole benefit of the persons identified by the Customer as “users”, whereby it is understood that a user shall always be a physical person working under the sole control of the Customer, excluding any generic login that can be shared between individuals. The Customer shall safeguard this confidentiality undertaking at all times. The Customer shall immediately notify CVW of any unauthorized use of its login or passwords and shall hold it harmless against any losses caused by such unauthorized use. Until then, the use of the Services via the identification and authentication data of the Customer shall be at its sole responsibility, disregarding if such use is made by its authorized users or by others.
ARTICLE 5: MAINTENANCE
CVW may plan and carry out maintenance interventions, during which the Services may be unavailable, when it deems that this is necessary or useful to maintain or improve the Services. These interventions will preferably take place outside normal business hours and Customer will whenever possible be notified beforehand by e-mail and on the login page.
ARTICLE 6: CUSTOMER WARRANTIES
Customer warrants that any content or other material its users submit to the CVW platform (the "Customer Material") does not violate any right of any third party, including privacy- and intellectual property rights. Customer is and shall remain solely responsible for any Customer Material that is disclosed to or through CVW and is to be considered as the sole controller of such Customer Material for the purposes of data protection law Customer shall indemnify and hold CVW harmless for any claim that may be brought against the latter in this respect. Customer warrants that it will not use the Services for any purpose that is unlawful, immoral, or prohibited by these General Terms and Conditions and that it will comply with the Belgian Act of 30 July 2018 (and its amendments) on privacy protection as well as the EU General Data Protection Regulation of 27 April 2016 (2016/679) in relation to the processing of personal data. If any of the Services are technically integrated into the Customer’s website, the Customer will inform candidates on its website of the use of Services and the fact that their (personal) information will be shared with CVW. The Customer shall at all times ask for consent if personal data of candidates will be processed by the Customer through the CVW platform. It is expressly forbidden for the Customer to add following personal data in the free text fields: religious or philosophical beliefs, sexual life and sexual orientation, information about trade union membership, racial or ethnic origin, political opinions, genetic or biometric data.
ARTICLE 7: CVW WARRANTIES
CVW guarantees that it will make all reasonable efforts to provide the Services in a professional way, in accordance with the prevailing market standards. CVW guarantees that the Services are provided strictly in accordance with applicable laws. CVW warrants that the Services in general comply in all material aspects with the Belgian Act of 30 July 2018 on privacy protection as well as the EU General Data Protection Regulation of 27 April 2016 (2016/679) in relation to the processing of personal data and the applicable Belgian legislation on placement services(“arbeidsbemiddeling”). To the maximum extent permitted by law, these warranties are limitative and there are no other express or implied warranties or conditions, such as of the merchantability or the fitness of the Services for a particular purpose.
ARTICLE 8: INTELLECTUAL PROPERTY RIGHTS
The websites of CVWarehouse, including the texts, structure, lay-out, graphical components, presentation, names, signs, logos, software as well as the entirety of other elements included in the website, are protected by intellectual property rights that belong to CVWarehouse, its suppliers or partners. We allow you to read and download this content solely for your individual, private and non-commercial recruitment needs. Each reproduction and each public communication of the website, including the abovementioned elements, is forbidden without the explicit and written consent of CVW. The methodology, relationship-model and architecture of CVW including the services provided by CVW to candidates and companies as enabled in the candidate portal and customer portal on www.cvwarehouse.com are subject to a worldwide patent (WO/2006/006041 – PCT/IB2005/001892 (Inge GEERDENS – Priority 01.07.2004 – 60/584,900).
ARTICLE 9: LIMITATION OF LIABILITY
CVW is not liable for indirect or indirectly followed damages (including but not limited to the loss of income or loss of profit) nor is it liable for damages resulting directly or indirectly of an act of carelessness or negligence or misconduct of employees, independent consultants or (sub-)contractors of the Customer using the system.
CVW is responsible for the provision of the Services and the access thereto, but once these Services are provided CVW declines any liability for damages resulting directly or indirectly of the use made thereof, unless certain damages would have been caused intentionally or fraudulently by CVW. In no event shall CVW be held responsible for damages resulting from interruption of services delivered by third parties such as backbone and/or energy suppliers or any other party. Except in case of fraud or gross negligence, the maximum aggregate liability of CVW as a result of a breach of any obligations of CVW towards its Customer shall be limited to a maximum amount equal to fees paid for the Services by the Customer in the last month preceding such breach. Without prejudice to the foregoing, the unavailability of the Services only gives rise to indemnification insofar CVW shall have been notified by the Customer of the unavailability of such Services by means of email or any other form of correspondence within 48 hours following such availability.
ARTICLE 10: TERMINATION
CVW reserves the right to discontinue the access to and provision of the Services, even without prior notice of default, if the Customer fails in its obligation to pay the Services, or is otherwise in breach of its contractual obligations. Any interruption of the Services, whether due to customer maintenance or otherwise, does not entitle the Customer to postpone performance of its own obligations. CVW may terminate the contractual relationship by simple notification or by registered letter and without previous judicial intervention when the Customer fails to remedy its breach within 5 business days after being notified hereof by CVW. The Customer may terminate the contractual relationship by simple notification or by registered letter and without previous judicial intervention when the Services have been unavailable on an annual basis for a total period exceeding 3 months.
After termination of the contract between the Customer and CVW, the Customer has one (1) month's time to disconnect CVW from their website. In case this period is exceeded without any feedback from the Customer to CVW, CVW retains the right to charge the price of one (1) year's licensing fee for time spent on candidate follow up and other communications.
ARTICLE 11: PRICES AND PAYMENT TERMS
The Prices due for the Services are payable in immediately available funds to CVW on or before the thirtieth (30th) calendar day of each period for which such amount is due. In the event of failure of (timely) payment, the provisions of the Belgian Act of 2 August 2002, as amended shall apply.
ARTICLE 12: WARRANTIES
Each party shall defend and warrant the other party and its directors, employers and agents of any claims, prosecution or demands, including but not limited to reasonable legal and administrative costs, that are or may be deemed to be caused by any breach of this agreement.
ARTICLE 13: CONFIDENTIAL INFORMATION
During the use of the Services, it could be that you will get access to certain confidential, professional confidential, trade or technical information that belongs to CVW in the provision of and regarding the Services (“Confidential Information”). The Customer agrees that he will maintain the confidentiality of all Confidential Information that he gets in the contractual relationship and will never disclose other Confidential Information of CVW then necessary in the execution of its own contractual obligations to any third party, use it for his own profit or the profit of a third party, without the prior written consent of CVW. The obligations laid down in this Article shall survive the termination of the parties’ contractual relationship for a period of 5 years following the date of such termination. CVW retains all right and title to such confidential information.
ARTICLE 14: PRIVACY
CVW warrants that the CVW platform complies with the Belgian Act of 30 July 2018 on privacy protection as well as the EU General Data Protection Regulation of 27 April 2016 (2016/679) in relation to the processing of personal data through this platform. All privacy matters are addressed in our privacy statement and data processing agreement (addendum to these terms and conditions).
Customer is advised that all reports generated through the platform (a.o. containing personal data) will be automatically deleted after 4 months.
ARTICLE 15: FORCE MAJEURE.
Neither party shall be liable for any delay or failure to perform its obligations if such delay is due to force majeure. For purposes of these General Terms and Conditions "force majeure" includes all circumstances or events that are beyond the control of a party, whether foreseeable or not at the time the contract started, as a result of which a party cannot be reasonably required to comply with its contractual obligations. These circumstances or events include but are not limited to: any act of God, governmental or authority act, fire, flood, explosion, national strike, supplier strike or unavailability of supplier services, social conflicts, accident, riot, war and international terrorism.
ARTICLE 16: APPLICABLE LAW – JURISDICTION
Every dispute arising in connection with these General Terms and Conditions which cannot be settled by negotiation between the Parties or their representatives shall be settled following the Arbitration rules of CEPANI, by one or more arbitrators that are appointed according to these rules. The arbitration proceedings will be governed by the laws of the country of the registered office of the Customer.
ARTICLE 17: SEVERABILITY
If any provision of these General Terms and Conditions is held invalid, unenforceable or illegal for any reason, these General Terms and Conditions shall remain otherwise in full force apart from such provision which shall be deemed to be deleted or amended.
ARTICLE 18: NO WAIVER
No failure or delay by a Party in exercising any remedy, right, power or privilege under these General Terms and Conditions shall operate as a waiver of the same, nor shall that waiver by either Party of any default, breach, right, power or privilege under these General Terms and Conditions constitute a waiver of any other subsequent default, breach, right, power or privilege.
ARTICLE 19: THE COMPLETENESS OF THE CONTRACT
This contract is the complete contract between the Parties and takes precedence over each former or simultaneous agreement, representation or warranty, written or oral, concerning the subject of this contract.