1. OPENRECRUIT
1.1 These Terms & Conditions (“Terms”) apply to all users of OpenRecruit.
1.2 “OpenRecruit” means the Customers online access to the recruitment platform to be found on www.openrecruit.net and is delivered as a softeware-as-a-service solution (SaaS).
1.3 ‘’OpenRecruit” is produced and marketed by OpenRecruit ApS, a Danish Company duly incorporated in Denmark with the Danish Business Authorities under the company number 37470740. For more information, please visit www.openrecruit.net.
1.4 The natural person or legal entity on whose behalf these Terms are accepted shall be OpenRecruit ApS' customer (“Customer”). It is a requirement in order to use OpenRecruit that the Customer has reached an agreement to use OpenRecruit together with accepting these Terms and entering into a Data Processing Agreement.
1.5 By accepting these Terms, the Customer acknowledges and accepts the functionality of the OpenRecruit, which may change from time to time, as documented and found from time to time on www.openrecruit.net or other websites or applications operated by OpenRecruit ApS.
2. THE USE OF THE OPENRECRUIT
2.1 The current version of OpenRecruit is described on the website of OpenRecruit ApS.
2.2 Before the Customer uses the OpenRecruit, the Customer shall make himself/herself familiar with the functions of the OpenRecruit.
2.3 Any use of OpenRecruit is the sole responsibility of the Customer and the Customers shall secure access to OpenRecruit in the manner that the Customer finds best. OpenRecruit supports several security measures that the Customer may activate if the Customer deems them appropriate.
2.4 A Customer’s login and/or account is personal and may not be used by anybody else than the user assigned to the credentials. Any misuse of the login/the account is the responsibility of the Customer.
2.5 The Customer hereby agrees to indemnify and hold harmless OpenRecruit ApS against any damage, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Customer’s use of the OpenRecruit.
2.6 Although OpenRecruit ApS has no obligation to monitor the Customer’s use of OpenRecruit, OpenRecruit ApS may do so and may prohibit any use of the OpenRecruit it believes may be (or alleged to be) in violation of these terms.
2.7 The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the OpenRecruit, including, without limitation, internet access, personal computer with appropriate software, including updated operating systems, compatible web browsers and the like (collectively, “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, Customer’s account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer’s account or the Equipment with or without the Customer’s knowledge or consent.
2.8 The parties agree to keep all information received during the term of this agreement confidential, unless the information is intended to be disclosed to third parties.
2.9 The Customer may only access OpenRecruit by using identified user and password combinations.
2.10 The Customer must implement security measures to secure the passwords for selected employees and maintain relevant procedures to ensure compliance with the customary good practice standards for the use of IT.
2.11 Users of OpenRecruit are obliged to immediately report any suspicion of loss, theft or unauthorized use of the Customer's user profiles.
2.12 If the Customer requires IT integrations, the Customer must prepare a specification describing the IT integration. OpenRecruit ApS will then inform the Customer of the possibility of taking on the task, the relevant conditions, time horizon and price for carrying out the task.
2.13 IT integrations can vary in scope and complexity from one Customer to another. All these types of tasks will therefore only be carried out based on a price quote.
3.OPERATIONAL STABILITY
3.1 OpenRecruit ApS strives for the OpenRecruit's availability to be at least 98% calculated over a quarter (in the period of working days between 8:00 am – 6:00 pm). However, OpenRecruit ApS is not liable for operational disruptions caused by factors beyond the OpenRecruit ApS's control. This means, among other things, power failures, outages in telecommunications connections or similar. In addition, planned maintenance is not included in the calculation of OpenRecruit's availability.
3.2 OpenRecruit ApS has entered into a subcontractor agreement with a professional hosting provider. This is done to ensure professional access to servers and storage systems and to always secure the Customer’s data. See more information in the data processing agreement.
3.3 OpenRecruit ApS ensures daily backups, anti-virus protection and firewall security.
3.4 OpenRecruit is functional and available at all hours. However, OpenRecruit ApS is entitled to shut down OpenRecruit in service windows for shorter periods in connection with maintenance, upgrades, repairs or similar. This will primarily take place outside normal working hours, and as far as possible be notified to the Customer.
3.5 OpenRecruit ApS aims at keeping OpenRecruit available through the internet at all hours apart from unavailability due to scheduled maintenance or unscheduled emergency maintenance either by OpenRecruit ApS or by a third-party provider. Any unavailability will be reduced to a minimum. Customers accept that unavailability due to circumstances with the hosting provider or any other third-party supplier is out of control of OpenRecruit. OpenRecruit ApS will always use a reliable and international hosting provider to operate OpenRecruit. OpenRecruit ApS will also provide at least a doubling of the setup of the OpenRecruit on different locations or with different hosting providers.
3.6 OpenRecruit ApS is entitled to make updates and improvements to OpenRecruit on an ongoing basis. OpenRecruit ApS is obligated to ensure that the updates and improvements are made without significant inconvenience to the Customer.
4. PAYMENT OF FEES & PAYMENT TERMS
4.1 The Customer will pay OpenRecruit ApS the applicable fees in advance for access to and use of OpenRecruit in accordance with the terms therein and the additional terms found together with the description of the offered subscriptions (the “Fees”). The Payment term is 30 days.
4.2 OpenRecruit ApS regulates the Fees on an annual basis in January, based on the Net Price Index in October the year before. OpenRecruit ApS reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the agreed initial term or any subsequent term, upon ninety (90) days prior notice to the Customer (which may be sent by email). If the Customer cannot accept the changes, the Customer may terminate the use of the OpenRecruit with a ninety (90) day notice. The notice of termination shall be made no later than thirty (30) days after the Customer received the notice.
4.3 The number of purchased recruitments must be activated no later than twelve (12) months after the purchase date and can be active in OpenRecruit until the end of the recruitment assignment, thus no longer than six (6) months after the end of this Agreement.
4.4 When purchasing a PRO subscription, the Customer pays for the first twelve (12) month subscription period in advance. Payment is made in connection with the purchase. If the payment has not been made no later than on the due date, interest of 1.5% is calculated per month commenced.
4.5 New features added to OpenRecruit are subject to the Terms. The applicable prices for the features will be shown on the website of OpenRecruit ApS. Prices agreed on in connection with the Agreement will be stated in the agreement and/or the Customer’s order confirmation.
5.DEFAULT & DISPUTES
5.1 If a party materially breaches the Agreement, the non-breaching party is entitled to terminate the Agreement. However, the Agreement may only be terminated after the expiry of a remedy period of not less than fourteen (14) days after the defaulting party has been notified in writing by the non-breaching party of its intention to terminate if the breaching party does not terminate the breach within the specified time limit.
5.2 If one of the parties becomes bankrupt or otherwise insolvent, the other party is entitled to terminate the Agreement without further notice, however, with respect to the rules of the Bankruptcy Act.
5.3 If the Customer uses OpenRecruit in violation with Danish law, OpenRecruit ApS is entitled to terminate the Agreement without notice. In the event of termination due to the Customer's breach, the Customer is only entitled to the disclosure of information and data if the Customer has paid all overdue debts to OpenRecruit ApS.
5.4 Any action by the Customer that leads to misuse (or intent to misuse) of OpenRecruit entitles OpenRecruit ApS to immediately and without prior notice to terminate the Customer's access to OpenRecruit. These actions may, but are not limited to, include the following: violating the rights of others, interfering with OpenRecruit (or anyone else's use of OpenRecruit), distributing malware, spam, phishing, and other destructive or similar acts or omissions, regardless of their nature or origin, if they are likely or are intended (directly or indirectly) to affect OpenRecruit. Unlawful acts referred to in this section are also unlawful if they are carried out by third parties to whom the Customer has given (directly or indirectly) access to OpenRecruit. If OpenRecruit ApS terminates the Customer's access to OpenRecruit, OpenRecruit ApS will immediately inform the Customer of this and inform the Customer of the basis for the interruption and the actions that the Customer must cease before the Customer can be granted access to OpenRecruit again.
5.5 Any dispute arising from the Agreement shall, if the Parties cannot reach an agreement by negotiation, be settled by arbitration.
6. THE CUSTOMERS DATA
6.1 The Customer owns and is free to dispose of their own data at any time. The Customer is also entitled to receive regular copies of its own database in accordance with the agreed format and frequency. The Customer is responsible for ensuring compliance with the Personal Data Act regarding data provided by OpenRecruit.
6.2 OpenRecruit applies recognized and thoroughly tested standards and technologies to handle operational and data security, and daily audit-controlled backups are made of all servers.
6.3 Except for the terms in section 7, the Customer shall own all rights, title and interest in and to the Customer’s data, as well as any data that is based on or derived from the Customer data and provided to the Customer as part of the services.
6.4 All data belongs to the Customer, as OpenRecruit ApS only acts as a service provider of OpenRecruit. The Customer is and will be held responsible for the data. Customer Data shall not include content that is illegal or will be considered illegal under any applicable law or in violation of any third-party rights. This also applies to infringements of copyrights, trademark rights, and other rights.
6.5 The Customer shall implement measures to examine the data and information that the Customer submits to OpenRecruit prior to submission.
6.6 Notwithstanding the above, OpenRecruit ApS shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the OpenRecruit and related systems and technologies including, without limitation, information concerning Customer data and data derived therefrom (including the Customer’s uploaded wireframes/files, design and other data derived therefrom), and OpenRecruit ApS will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the OpenRecruit and for other development, diagnostic and corrective purposes in connection with the OpenRecruit and other OpenRecruit ApS offerings, and (ii) disclose such data solely in aggregate and in anonymized form in connection with its business, in line with the Privacy Policy (for personal data) and respecting the applicable laws and regulations. No rights or licenses are granted to OpenRecruit ApS except as expressly set forth herein.
6.7 The Customer may have agreed with OpenRecruit ApS (by separate agreement) to purchase tailor-made solutions. These may be developed by OpenRecruit ApS or by third parties. If the solutions are a product from a third party, the purchase of this product (and the Customer's use thereof) will be a relationship solely between the Customer and the third party (subject to a separate agreement), even if OpenRecruit ApS has initiated the contract or agreement. The same applies to the exchange of data.
6.8 If the Customer chooses to install a product or use a third-party service with OpenRecruit, the Customer also authorizes OpenRecruit ApS to provide such third party with access to the Customer's data to the extent necessary to provide support regarding OpenRecruit or make the third party's product/service work with OpenRecruit (as add-ons or similar developments). OpenRecruit ApS is not responsible for any processing of the Customer's data in this regard (including but not limited to any required disclosure, modification, deletion or similar actions resulting from the third party's access), nor is OpenRecruit ApS responsible for any defects of OpenRecruit/Customer's system resulting from the third party's products.
7.RIGHTS & TRADE SECRETS
7.1 OpenRecruit ApS owns all rights, including copyright and any other intellectual property and other rights to all software associated with OpenRecruit, and OpenRecruit ApS owns all rights to written materials, including, but not limited to, documentation, education/training materials, and reports prepared by OpenRecruit ApS.
7.2 These rights also include the layout of OpenRecruit and all other related technology, modifications, variations, additions and derivatives of OpenRecruit, whether developed, acquired or created by or for OpenRecruit ApS.
7.3 OpenRecruit ApS grants the Customer the right to use OpenRecruit, including written material (including videos) for training, preparation of reports and the like. This right does not include a right to transfer, sublicense or otherwise dispose of these rights or to permit others to dispose of these rights.
7.4 The right of use entails a right for the Customer to create the number of user profiles agreed in the Agreement as well as the number of superuser profiles and administrator profiles defined in the Agreement for OpenRecruit, so that the Customer can manage its projects.
7.5 Any infringement of the rights of OpenRecruit ApS or its affiliated parties will be subject to prosecution in accordance with applicable law.
7.6 Technical information, know-how, concepts, methods, intellectual property rights and related information developed by and/or owned by OpenRecruit ApS are to be regarded as OpenRecruit ApS's trade secrets that may not be used by the Customer without authorization. This obligation shall continue to apply after the termination of the contract.
7.7 OpenRecruit ApS shall own and retain all rights, title and interest in and to the OpenRecruit and the software on which it operates, all improvements, enhancements or modifications thereto, and all intellectual property rights related to any of the foregoing.
7.8 Any commercial use of OpenRecruit is not allowed. All use must therefore be internal use unless otherwise agreed with OpenRecruit ApS by taking out a commercial use subscription, provided this is offered by OpenRecruit ApS.
7.9 Unless otherwise agreed with OpenRecruit ApS any other legal entity or person shall be considered a third-party, regardless of how this person/legal entity is connected to Customer, including but not limited to a parent company, subsidiary, sister company, an affiliate of any other kind or a family member.
7.10 The Customer may however authorize an external consultant/company to use the Customers own account on behalf of the Customer, as long as the use is for the Customers internal use only.
7.11 Except to the extent authorized or permitted in these Terms or by applicable law without the possibility of contractual waiver, the Customer will not: (i) make commercial use of the OpenRecruit (ii) copy, imitate, transfer or distribute any part of the content in the OpenRecruit (electronically or otherwise), (ii) use any design elements, logos or trademarks or (iii) sublicense or assign the Customer’s account, right of use or access.
7.12 The Customer shall hold all intellectual property rights to any uploaded and processed data.
8.WARRANTY & DISCLAIMER
8.1 OpenRecruit ApS shall use reasonable efforts consistent with prevailing industry standards to maintain OpenRecruit in a manner which minimizes errors and interruptions in OpenRecruit. OpenRecruit may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by OpenRecruit ApS or by third-party providers, or because of other causes beyond OpenRecruit ApS' reasonable control, but OpenRecruit ApS shall use reasonable efforts to provide notice in writing or by e-mail of any scheduled service disruption. However, OpenRecruit ApS does not warrant that OpenRecruit will be uninterrupted or error free, nor does it make any warranty as to the results that may be obtained from the use of OpenRecruit. Except as expressly set forth in this section. OpenRecruit is provided “as is” and OpenRecruit ApS disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
9.INDEMNITY
9.1 OpenRecruit ApS shall hold the Customer harmless from liability to third parties resulting from infringement by OpenRecruit of any patent or any copyright or misappropriation of any trade secret, provided that OpenRecruit ApS is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over the defense and settlement of any claims; OpenRecruit ApS will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect
to portions or components of the OpenRecruit (i) not supplied by OpenRecruit ApS, (ii) combined with other products, processes or materials where the alleged infringement relates to such combination, (III) where the Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (Iv) where Customer’s use of OpenRecruit is not strictly in accordance with these Terms. If, due to a claim of infringement, OpenRecruit is held by a court of competent jurisdiction to be or are believed to be infringing, OpenRecruit ApS may, at its option and expense (a) replace or modify OpenRecruit to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for the Customer a license to continue using OpenRecruit, or (c) if neither of the foregoing is commercially practicable, terminate these Terms and the Customer’s rights hereunder and provide the Customer a refund of any prepaid, unused fees for OpenRecruit.
10. LIMITATION OF LIABILITY
10.1 OpenRecruit ApS is, subject to the limitations set out in the Terms, liable in accordance with Danish law for the performance of the Agreement.
10.2 OpenRecruit ApS is not responsible for any third-party solutions that are integrated with OpenRecruit, including various HR and ERP systems.
10.3 Notwithstanding anything to the contrary, except for personal injury to any person, OpenRecruit ApS and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of these Terms related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond OpenRecruit ApS’ reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by the Customer to OpenRecruit ApS for the OpenRecruit in the 12 months prior to the act that gave rise to the liability, in each case, whether or not OpenRecruit ApS has advised of the possibility of such damages.
10.4 If either party is prevented from fulfilling its obligations under these Terms because of extraordinary events beyond the control of the party including force majeure, and which the party could not have foreseen when the Terms were accepted by Customer, this shall not be considered a breach.
10.5 Neither of the parties shall be liable for a failure to fulfill their obligations under these Terms if the failure to perform is due to force majeure as set out in the clause above.
10.6 The Customer hereby agrees to indemnify OpenRecruit ApS for any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from the Customer’s use or misuse of the OpenRecruit, in particular any claim or action based on an alleged copyright infringement.
10.7 The liability of the parties is limited to an amount equal to 100% of the amount invoiced to the Customer for OpenRecruit during the last 12 months prior to the claim arising.
10.8 The limitation does not apply to losses suffered by the party's gross negligence or intentional actions.
10.9 The parties will not be liable for any indirect loss, including loss of production, sales, profits, time or goodwill, unless caused by the party's gross negligence or willful acts.
10.10 OpenRecruit ApS strives and requires its subcontractors to demonstrate strict security in respect of all deliveries of OpenRecruit. OpenRecruit ApS's liability for acts or omissions committed by a third party, for which OpenRecruit ApS is liable in accordance with Danish law, is limited to the liability for which the third party is liable towards OpenRecruit ApS.
10.11 Neither party shall be liable for any failure to fulfill obligations attributable to force majeure. The exemption from liability remains as long as force majeure persists. Force majeure is circumstances that are beyond the control of a party and which the party in question should not have foreseen at the time of entering into the agreement. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flood, vandalism, pandemics and labor disputes.
11. TRANSFER OF RIGHTS
11.1OpenRecruit ApS has the right to transfer all or part of its rights and obligations to third parties. In that case, the Customer will be given the opportunity to withdraw from the Agreement and be compensated proportionately for the period during which OpenRecruit has not been used.
12. TERM & TERMINATION
12.1 The term is twelve (12) months where the agreed prices are fixed. The Parties can terminate the use of the OpenRecruit with a three (3) month notice to the expiry of the initial term or any subsequent term. If the Customer does not terminate the use of the OpenRecruit, the use is extended for a new twelve (12) month term.
13. MISCELLANEOUS
13.1 OpenRecruit ApS is entitled to update the Terms. However, significant changes must be approved by the Customer in order to be effective.
13.2 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The Subscription and the Customer’s account is not assignable, transferable or sublicensable by the Customer except with OpenRecruit ApS's prior written consent. OpenRecruit ApS may transfer and assign any of its rights and obligations under these Terms without consent. These Terms and the terms associated with the subscription is the complete and exclusive statement of the mutual understanding of the parties and supersedes and
cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of use of OpenRecruit. All waivers and modifications of these Terms must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and the use of OpenRecruit and the Customer does not have any authority of any kind to bind OpenRecruit ApS in any respect whatsoever. In any action or proceeding to enforce rights under these Terms. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if 12personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day’s delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
13.3 These terms and any use of OpenRecruit shall be governed by the laws of Denmark.
13.4 Any controversy or claim arising out of or relating to these Terms and the use of OpenRecruit, or the breach thereof, shall be settled by arbitration administered by the Copenhagen Arbitration in accordance with its Commercial or other Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration clause shall exclude any class-action lawsuits or arbitration proceedings.
13.5 Should the above arbitration clause be set aside the Customer agrees not to take part in or be a party to any class action lawsuits against OpenRecruit ApS.
13.6 Notice of termination and all other notices regarding the parties' contractual relationship must be in writing, to the e-mail address support@openrecruit.net.