Use of the Services and User Content 

Our Services are intended to be used by their legal representatives, such as employees and consultants (“Users”), for managing HR related matters, such as onboarding, offboarding, absence tracking, employee meetings and other HR related administrative tasks (all together referred to as the Services). 

Users may not use the Services for any illegal purpose, or in any way that violates this Agreement. You are responsible for all activities, actions, omissions and content provided by any User when using the Services.

When using the Services, please ensure that all Users respect the rights of others, including any intellectual property, privacy or other rights of third parties who may have an interest in or right in connection with the content being uploaded.

We expect Users not to: 

• publish, post or - in any other way express - any material or information that is inappropriate, defamatory, infringing, obscene, pornographic, racist, terrorist, politically slanted, indecent or unlawful;

• copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute the Services, any part thereof or any material or information that you receive, or are granted access to, from us,

• monitor the Services’ availability, performance or functionality for any competitive purpose or purpose beyond the intended purpose of the Services. For example,you agree not to access the Services for the purpose of developing or operating a competitive product or service or copying the Services’ features or user interface, or

• violate the restrictions on the Services, work around, bypass or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

We reserve the right to disable access to User and/or Company accounts in the event of breach of this section, but will provide written notice thereof. Access may be enabled after rectification, unless the Agreement is terminated in accordance with this Agreement. 

User Accounts

Users may access the Services by creating a User-specific account (“User Account”) by filling in the required information upon sign up. You, as the company registering for the Services as well as any User, are responsible for providing us with complete and accurate information when creating a User Account or Company Account. We have the right to restrict access to the Services if we identify that you or any User provide us with inaccurate, incomplete or untrue information.

You, as the company registering for the Service as well as any User, are responsible for the security of your passwords or any other access protocols that have been provided and for any use of your account. You must use commercially reasonable efforts to prevent unauthorised access to or use of the Services. If you become aware of any unauthorised use of your password or your account, you agree to notify us immediately.

Fees and Payment

You may be offered to try our Services during an initial trial period, as detailed on our website (“Trial Period”) free of charge. When you sign up via an Order Form, the Service is provided on an annual basis for the fees detailed in the Order Form.'

Invoices will be sent yearly in advance, and in accordance with the billing and payment details referred to in the Order Form. Prices mentioned in this Agreement do not include Value Added Tax (VAT) or any other applicable taxes. The Customer must pay us without deducting taxes, unless mandated by law. If taxes must be withheld, the Customer must pay an extra amount to ensure we receive full payment.

Each party is responsible for the fees and other charges their bank or other electronic transfer system may add to the payment of the Subscription Fee.

Please note that overdue payments may incur late payment charges and interest in accordance with the Swedish Interest Act.

We reserve the right to change the fees at any time if you increase in number of Users, and/or in connection with a successive contract period of twelve (12) months, each referred to as “Renewal Period”. If we change the fees we will provide you with prior notice in accordance with the section “Changes to the Service” relating to material changes. 

If the Customer does not agree with the price adjustment, either party may choose not to renew the Agreement.

Customer Service

We offer customer support services during normal business hours, and are happy to help you and Users if you have any questions or complaints relating to our Service. Contact us here: https://help.aboardhr.com/en/

Personal data & data privacy 

When you sign up for and use the Services, we collect and use a limited amount of personal data about your business representatives and Users for our own purposes, as so-called data controllers under the GDPR.

Our Privacy Policy contains more information about the different purposes for which we use this personal data, the personal data that is collectede, what rights the affected individuals have in relation to our use of their personal data, etc. 

By entering into this Agreement you agree to inform your representatives of the fact that this processing of their personal data will take place, and to refer each User to our Privacy Notice before their respective use of the Services begins. 

All other processing of Customer Personal Data (as defined in the DPA will be performed as described in the DPA. The DPA forms an integral part of this Agreement.

Intellectual Property

All copyrights, trademarks, trade names, logos and other intellectual property rights held and used by us, as part of the Service (including graphics, icons, scrips, source codes etc), are our property or our third party licensors’ property. The Service and other information, including associated intellectual property rights, provided and made available by us, remain our exclusive property. You or your Users may not use the property for commercial purposes or any other purpose without our prior written consent. 

Each party shall without delay notify the other party of any suspected or actual intellectual property infringement related to the Service. Neither party shall be obligated to defend such intellectual property rights, but if a party decides to do so, the other party shall, to a reasonable extent, assist the defending party.

Any content added by you or your Users to the Service, will remain your property. You warrant that you own or have the right to use such property.

Licence

We hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Service in accordance with this Agreement for the sole purpose of us providing you the Services. Upon expiry or termination of this Agreement, all rights and licences will end.

Service Levels 

We will use all commercially reasonable efforts to provide you the Service continuously. However, we cannot guarantee that the Service will be free from interruptions, delays or errors caused by our systems or other third party service providers, general internet disruptions or force majeure events. 

From time to time, we may perform maintenance and upgrades to the Service, which may result in interruptions, delays or errors in the Service. We will use all commercially reasonable efforts to notify you in advance of any planned maintenance, by subscribing to https://status.aboardhr.com, where we also notify about unplanned downtime and our historical availability. We will try to ensure that maintenance is scheduled outside of normal business hours. 

Disclaimer and warranties

​​Except as expressly provided for in this Agreement, the Services and all related components and information are provided on an "as is" and "as available" basis without any warranties of any kind, and we expressly disclaim any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. You acknowledge that we do not warrant the Services will be uninterrupted, timely, secure or error-free.

Limitation of liability

In no event will we, our subsidiaries, affiliates or any respective officers, employees, directors, agents or partners be liable for:

• Loss of contracts; 

• Loss of goodwill or reputation; 

• Loss of profit, loss of revenue or loss of anticipated business or earnings; or 

• Any other indirect, consequential or special losses, damages or liabilities, arising out of or in connection with this Agreement.

To the extent permitted by law, our total liability to you for all other losses arising under or in connection with this Agreement, including indemnification, will be limited to the total sums paid by you for the Services during the period of 12 months preceding the claim. We have no liability if you use the Services during a trial period or otherwise free of charge.

Nothing in this Agreement will limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, wilful misconduct, for death or personal injury resulting from our negligence or to the extent such limitations or exclusions are not permitted by applicable law.

Indemnification 

You agree to defend, indemnify, and hold us and our respective directors, agents, affiliates and representatives harmless from and against any claim (including all third-party claims), and expense (including without limitation reasonable attorneys’ fees) arising out of or relating to: (a) any actual or alleged breach by you of any provision of this Agreement, (b) your or Users wrongful or improper use of the Services, (c) your or Users violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights, (d) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions, (e) your or Users violation of any applicable law, and (f) errors made by you or Users in providing information or instructions to us, whether through your Account or any other means of communication.

Confidentiality 

In the context of this Agreement “Confidential Information” refers to any information that is proprietary or confidential to the disclosing party or that the disclosing party needs to keep confidential, e.g under an obligation towards a third party. Confidential Information may be of technical, business or other nature. However, Confidential Information does not include any information that: (i) was known to the receiving party before receiving the same from the disclosing party in connection with this Agreement; (ii) is independently developed by the receiving party; (iii) is acquired by the receiving party from another source without restriction as to use or disclosure; or (iv) is or becomes part of the public domain through no fault or action of the receiving party. 

The recipient of Confidential Information will not disclose, share or otherwise make available Confidential Information to any third party, without the express written consent of the disclosing party, except for when required by law. You hereby consent to our disclosure of your Confidential Information to the subprocessors used in the provision of the Service, as described in the DPA. 

Both parties shall treat the Confidential Information with the same degree of care as they would their own confidential information and must take all reasonable measures to protect the confidential information from unauthorised access or disclosure. 

The confidentiality undertaking as described above will remain in force three (3) years after the termination of the Agreement, except for trade secrets which must be kept confidential as long as they qualify as trade secrets.

Third Party Services 

Our Services may be integrated with other third-party technologies and services (“Third-Party Services”). In case you integrate towards such Third-Party Services, you expressly instruct us to share data with and give access to such third-party. Any access or use of the Third-Party Services is subject to the terms and conditions between you and such third parties.

With the exception of our subprocessors, we are not responsible or liable to you or any third party service provider with respect to the functionality or availability of any Third-Party Service or any data obtained through the use of any Third-Party Services. We do not provide any warranty with respect to any integration with a Third-Party Service. 

Changes to this Agreement or the Service

We reserve the right to modify this Agreement or Service at any time, without notice. Your continued use of the Services after such changes will constitute your acceptance of the modified Agreement.

For any material changes to Agreement or the Service, we will provide you with fourteen (14) days prior notice by providing information about the changes. The change will take effect fourteen (14) calendar days after the notice (“Change Date”). 

Objections to changes to the Agreement or Service

You can object to any material changes to the Agreement or the Service by sending an email to legal@teamtailor.com, stating that you object, and the reason(s) for objecting. Teamtailor will assess whether we can reasonably satisfy the objection, for example by taking any steps that you request. If we aren’t able to solve the issue, the change will take effect, and either Party can, for a period of fourteen (14) calendar days after the Change Date, terminate the Agreement without any cost, penalty or liability. 

Term and termination 

This Agreement shall be effective as of the date when you enter into this Agreement for a Trial Period and/or when you sign an Order Form governed by this Agreement. 

This Agreement shall be valid for as long as you are using the Services for trial or for the period as detailed in the Order Form (“Initial Contract Period”). After the Initial Contract Period, the Agreement will be automatically renewed for an upcoming Renewal Period of twelve (12) months, unless either party provides written notice of termination to the other party, at least one (1) month prior to end of the current contract period.

If you terminate this Agreement prior to the end of the applicable contract period, you will not be entitled to any refund of any fees paid or relieved from any fees payable.

We reserve the right to immediately terminate this Agreement or limit access to the Services if you or any User:

• breach or otherwise violate any provision of this Agreement; 

• use the Service in violation of applicable laws; 

• do not pay in accordance with the Fees and Payment section;

If any of the above scenarios occur, we may contact you and request that you remedy your breach of this Agreement before terminating or limiting the Services.

Termination under this section shall be made in writing, to you by sending an email to the contact details provided when creating a Company Account and to us by contacting your CSM via email.

Upon termination, your and Users right to access the Services will be revoked. Regarding returning or erasure of Customer Personal Data, see more details in the DPA.

Force Majeure 

We are not responsible for delays and defects outside our control. If we or our suppliers are delayed by an event outside our control, we will inform you as soon as possible and take steps to minimise the effect of the delay. Provided that we do this, we will not be liable for defects and delays caused by the event.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of Sweden, without giving effect to any choice of law or conflict of law provisions. Any dispute, controversy or claim arising out of or in connection with this Agreement shall be settled by public courts in Sweden.

Assignment 

You may not assign, transfer or delegate any rights or obligations under this Agreement without our written consent, which shall not be unreasonably withheld.

Entire Agreement 

This Agreement constitutes the entire agreement between the parties, and supersedes all prior or contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to the subject matter of this Agreement, including any non-disclosure agreement entered. Any modifications or amendments to this Agreement must be in writing.