1. INTRODUCTION

   1. These Terms of Service (the “Terms”) govern the use of the service (the "Service") and apply between Get Fler AB (the "Supplier", “GetFler”), and such company (the “Client”) which has agreed to them in writing. The Supplier and the Client are collectively referred to as the “Parties” and individually as a "Party".

   2. The Terms may be updated from time to time, and the Client acknowledges and agrees that an updated version of the Terms may apply in relation to future subscription of the Service. The Client must be informed 30 days prior to any material changes in the Terms and be given the opportunity to cancel the Service.

2. THE SERVICE AND GENERAL OBLIGATIONS

   1. The Service is a recruitment automation platform covering:

1. Identification of relevant candidates, as well as exclusion of select candidates per the Client’s criteria.

2. Engagement with candidates through the Client’s own Email- & LinkedIn-accounts.

3. Scheduling of interviews directly in the Client’s calendar(s)

4. Submission of applications directly into the Client’s applicant tracking system (ATS) as agreed between the parties in writing from time to time.

5. Reporting of results and relevant data of the Client’s engagement with the Supplier.

2. For each subscription of the Service, one user is included. Each user may be connected to one (1) LinkedIn-account, one (1) Email-account, up to three (3) Calendar-accounts and one (1) ATS-account. The Client must provide the Supplier access to each of these accounts. 

3. The Supplier will only have access to messages with candidates that are identified by the Supplier in accordance with the above. The Supplier will not copy or transfer any data out of or from the LinkedIn-account, the Calendar or the Email Account, or otherwise store any such data except as needed for the purpose of delivering the Service to the Client and for the improvement of our services.

4. The Supplier will support the Client in un-connecting any accounts the Client has connected with the Service if so requested by the Client. 

5. The Client is responsible for ensuring that any information, content and other assets provided by the Client when using the Service are correct and complete, and for having the right to share it. It is hereby expressly understood that the Supplier cannot be held responsible if the Client breaches any third party rights when using the Service.

6. The Supplier has the right to hire subcontractors for the provision of the Service or parts thereof. The Supplier is responsible for the actions of its subcontractors as if they were the Supplier’s own actions.

3. CHANGES TO THE SERVICE

   1. The Supplier reserves the right to at any time change, extend, reduce, add or terminate features of the Service without giving prior notice to the Client.

   2. However, if a change is to be made that significantly changes the Service, the Client shall be notified at least 30 days before the change becomes effective. If the Client does not agree to the change, the Client has the right to terminate the Agreement by giving written notice to the Supplier before the change becomes effective. However, should the Client use the Service after having received such notice from the Supplier, the Client shall be deemed to have accepted the change.

4. PRICE AND PAYMENT

   1. For the use of the Service the Client shall pay;

6. the agreed subscription price per month; and

7. the agreed fee for each candidate hired, contracted or otherwise engaged since the signing of this contract and up to 12 months after the contract has been terminated; and

8. all other fees as explicitly agreed between the Parties.

2. Payment shall be made against invoice, payable within 10 days or by credit card payment in advance. Payments may be made monthly, quarterly or yearly, depending on the terms of the agreement. 

3. In the event of late payment, penalty interest, and reminder and delay fees may be charged in accordance with law.

4. All prices communicated by the Supplier are set out in the currency applicable in the country where the Client is registered and excluding VAT, unless otherwise specifically stated.

5. INSPECTION RIGHTS

   1. For Clients on the Success Fee Model, to ensure compliance with the payment terms:

1. The Client grants the Supplier the right to inspect its books, records, and any related documentation to verify the hiring or contracting of candidates introduced by the Service.

2. The right to inspect will be valid for a period of 12 months following the termination of this Agreement.

3. Inspections will be carried out in a manner that causes the least disruption to the Client's operations and will be scheduled in mutual agreement between the Parties. The Client shall provide reasonable assistance and access to the Supplier during the inspection.

4. All information accessed during the inspection will be treated as Confidential Information as per Section 7 of this Agreement.

6. INTELLECTUAL PROPERTY RIGHTS

   1. All intellectual property rights relating to the Service and all information contained therein constitute the exclusive property of the Supplier or the Supplier’s subcontractors or a third party. This applies with the exception of information and user data that the Client uploads or submit to the Service or otherwise provide to the Supplier. The Agreement does not imply that the Client acquires any rights to Intellectual Property Rights, other than a non-transferable licence to use the Service during the term of this Agreement and otherwise in accordance with the Agreement.

   2. Further, such data and compilations which are created in the Service when the Client uses the Service, may be used by the Supplier without limitation provided that the data and the compilations are sufficiently anonymized. This right also applies after the term of this Agreement. Such data and compilations may for example be used by the Supplier to improve the Service.

7. CONFIDENTIALITY

   1. The Parties hereby undertake, during the term of the Agreement and thereafter, not to disclose to any third party information regarding the Agreement, nor any other information which the Parties have learned as a result of the Agreement, whether written or oral and irrespective of form (“Confidential Information”).

   2. The Parties agree and acknowledge that the Confidential Information may be used solely for the fulfilment of the obligations under the Agreement (or applicable law) and not for any other purpose.

   3. The receiving Party further agrees to use, and cause its directors, officers, employees, sub-contractors or other intermediaries to use the same degree of care (but not less than reasonable care) to avoid disclosure or use of Confidential Information as it uses with respect to its own confidential and/or proprietary information.

   4. This confidentiality undertaking does not apply to information which;

1. At the date of its disclosure is in the public domain or at any time thereafter comes into the public domain (other than by breach of this Agreement); or

2. the receiving Party can evidence was in its possession or was independently developed at the time of disclosure and was not obtained, directly or indirectly, by or as a result of breach of a confidentiality obligation.

5. Neither shall this confidentiality undertaking apply to the extent that any Party is required to make a disclosure of information by law or pursuant to any order of court or other competent authority or tribunal or by any applicable stock exchange regulations or the regulations of any other recognised market place. In the event that any Party would be required to make any such disclosure, each Party undertakes to give the other Party notice prior to any such disclosure. Each Party also agrees and undertakes to use its best efforts to ensure that any information disclosed under this section, to the extent possible, shall be treated confidentially by anyone receiving such information.

8. PROCESSING OF PERSONAL DATA

   1. Personal data may be shared by the Client for the purpose of its use of the Service and otherwise under the Agreement. The Parties undertake to take all actions necessary for compliance with the General Data Protection Regulation (EU 2016/679) (“GDPR”) and other applicable data protection regulation. This can include, but is not limited to, the entering of a DPA. 

   2. The Supplier processes personal data in accordance with its voluntary certificate of publication. Under the provisions of the Swedish Data Protection Act, the Supplier is granted certain exemptions from the General Data Protection Regulation (EU 2016/679) (“GDPR”) when processing personal data for the purposes defined in the certificate.

9. DEFECTS IN THE SERVICE AND SUPPORT ETC.

   1. The Supplier strives for the Service to always function smoothly and without interruption but does not guarantee that this will always be the case. If problems arise in the Service, the Supplier undertakes to try to resolve them promptly and in a way that causes the Client minimal damage. The Supplier uses its best efforts to handle support inquiries promptly.

10. LIMITATION OF LIABILITY

    1. To the fullest extent permitted by law, the Service is provided “as is” without any warranties of any kind, express or implied. For the avoidance of doubt, the Supplier is not responsible for errors relating to the Client’s computer equipment, software and/or internet connection, or for any third-party actions and services such as APIs which the Client uses in connection with the Service.

    2. The Service may also contain links to websites and services provided by third parties. The Supplier does not control the content of such websites, nor can the Supplier accept any responsibility for such content (including such third party's handling of personal data), or any loss suffered by the Client as a result of the Client visiting such website.

    3. The Supplier can never be held liable for indirect or consequential damages, including but not limited to loss of profit or loss of cost savings. The Supplier's liability under the Agreement is limited to the amount paid by the Client for the Service during the period of 12 months preceding the date of the damage/damage. Should the Client suffer loss as a result of the Supplier’s breach of contract, the Client undertakes to try to limit such loss.

    4. Neither Party is responsible for the performance of obligations prevented by circumstances beyond the control of the same Party, including but not limited to amendments in laws or regulations of authorities, interference in telecommunications networks, and computer viruses or hacker attacks that could not have been prevented by reasonable safeguards (force majeure). If such circumstances exist, the Party which is prevented from performing in accordance with the Agreement shall inform the other Party thereof as soon as possible. An obligation which could not be complied with as a result of such circumstance shall be complied with as soon as the relevant circumstances no longer exist.

    5. The limitation of liability provisions under the Agreement do not apply to the extent a Party has acted intentionally or through gross negligence, and only to the extent permitted by applicable law.

11. TERM AND TERMINATION

    1. The Agreement enters into force when the Main Agreement has been agreed upon by both Parties. Unless otherwise stated in the Main Agreement, either Party may terminate this Agreement with a one (1) month notice period. The Client is entitled to use, and the Supplier shall provide, the Service throughout all paid periods.

    2. The Supplier has the right to terminate the Agreement with immediate effect and thereby suspend the Client from the Service if the Client

1. commits a breach of the Agreement which is not minor, or it is likely that this is the case (for instance by not making relevant payments)

2. in another way uses the Service in a way which reasonably could cause damage to the Supplier, other users of the Service or the Service, or

3. suspends its payments (Swedish: ställer in betalningar), enters into composition procedure (Swedish: inleder ackordsförhandling), files for bankruptcy (Swedish: ansöker om konkurs), submits a request regarding company reorganisation (Swedish: ansöker om företags- rekonstruktion) or similar, or enters into liquidation (Swedish: fattar beslut om likvidation), or

4. the Client fails to report the hiring or contracting of a candidate introduced by the Service or denies the Supplier the agreed-upon inspection rights.

3. The termination of the Agreement shall not affect any rights and obligations that have arisen prior to termination. Regardless of the termination of the Agreement, the Agreement shall, where applicable, for instance as regards confidentiality (Section 7) and law and disputes (Section 13), continue to apply.

12. CONTACT AND NOTICES

    1. Messages shall be deemed to have been received by the recipient; if sent by email: at the day when it was sent provided that it is evidenced that it was sent to the correct email address; and if sent by registered mail: five business days after the day it is sent.

13. APPLICABLE LAW AND DISPUTES

    1. This Agreement shall be governed and interpreted in accordance with Swedish law (however not including conflict of law provisions).

    2. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be settled by public court with Stockholms tingsrätt as first instance.

_____________________________