1.1 These terms and conditions ("Terms") apply between Casefair ApS, CVR nr. 39069318, ("Casefair") and the customer ("Customer") regarding Customer's access to, use of and payment for Casefair's intelligent case-based screening tool and platform, which automatically matches job candidates on competencies, values and culture through fair, unbiased and relevant case assessments ("Platform"). Casefair and Customer are each referred to as a "Party" and collectively as the "Parties". The Agreement established by Client's acceptance of these Terms is referred to as the "Agreement".
1.2 Casefair owns and develops the Platform, which can be used for recruitment purposes.
1.3 To access the Platform, the Customer must accept these Terms, agree to Casefair's data processor agreement ("Data Processor Agreement"), subscribe, pay for the first subscription year and create a user account.
2.1 The Parties shall act in good faith towards each other, including, for example, informing each other of circumstances that may affect the cooperation of the Parties and the ability of a Party to fulfil its obligations.
2.2 Casefairs commitments:
2.2.1 Casefair shall provide the Customer with access to the Platform.
2.2.2 p/down time: [For example: "Casefair strives to ensure that the Platform is always available to the Customer, but 100% uptime is not guaranteed. If Casefair, in connection with e.g. updates, maintenance, change of subcontractor or similar, has planned operational disruptions or downtime, the Customer will be informed as soon as possible. Placement of planned downtime will as far as possible be at times when the downtime will be the least inconvenience to the Customer. The Customer will not be compensated for downtime unless the uptime falls below 95% measured over a continuous 30 day period. In this case, the Customer will be compensated by a discount equal to the percentage of downtime within the 30 days in question (e.g. if the uptime has been 90%, the Customer will be given a 10% discount on one month's Platform subscription). The discount is granted by including it in the next invoice from Casefair to the Customer."]
2.2.3 Support: [For example: "The Customer can receive remote support free of charge for all questions regarding the operation and functionality of the Platform. The hotline includes e-mail and telephone support regarding questions about the operation and functionality of the Platform. The Hotline does not provide Customer with access to on-site support. For fatal errors that prevent the Customer from using essential functions of the Platform, support is provided with a maximum response time of 2 hours on normal working days between 9:00 and 16:00, except on Fridays between 9:00 and 15:00. For other types of errors, i.e. errors that prevent the Customer from using one or more less essential functions of the Platform, or questions about the operation and functionality of the Platform, support is provided with a response time of a maximum of 24 hours on normal working days during the period 9:00-16:00, except Friday 9:00-15:00. The response time runs from the time Casefair receives the Customer's error report. Support is provided via telephone, email or remote access (video call, e.g. Microsoft Teams)."]
2.2.4 Security: [For example: "Casefair is [insert certification if applicable]. However, this does not mean that there is a guarantee against hacker attacks or any other form of attack and unauthorized access to the Platform and the Customer's account. Casefair is not responsible for such attacks and therefore cannot be held liable to the Customer for any unauthorized access to the Customer's account or the Customer's information in general. Casefair will restore security as soon as possible in the event of any attack, and the Customer will be informed of any attack."]
2.3 Customer obligations:
2.3.1 Customer shall provide to Casefair such information as may be necessary from time to time for Casefair to provide access to the Platform. Casefair shall specify to the Customer what information this concerns.
2.3.2 The Customer shall pay a subscription fee for the ongoing access to the Platform. The prices in force at any time are available on the Casefair website.
2.3.3 The subscription begins when the Customer has paid the first subscription payment and gained access to the Platform (the "Start Date"). The Subscription will be invoiced once a year 12 months in advance and the invoicing will take place at least 30 days before the end of the Agreement Period, as set out in section 3.2.
2.3.4 With the exception of the first payment for the first subscription year, which must be completed for the Customer to commence the subscription, Casefair generally issues invoices to the Customer with a net 30 day due date. In case of late payment, Casefair is entitled to charge default interest of 2% per month commenced.
2.3.5 For more than 14 days late payment, Casefair is entitled to suspend the Customer's access to the Platform without notice. 30 days late payment can always be considered a material breach of these Terms.
2.3.6 Account on the Platform: [For example: "In order to access the Platform, the Customer must create a User Account. The account is created with a login and password for which the Customer is responsible and which must be used each time the Customer needs to access the Platform. When creating the account, the Customer shall provide the name, address, CVR No., contact details and contact person of the Company. The Customer is responsible for keeping the information up to date. The account is personal and it is the Customer's responsibility to ensure that unauthorised persons do not access or use the Customer's account. Once the Customer has created his account, the desired number of users can be created for the Platform."]
2.4 Other provisions:
2.4.1 In case of reasonable suspicion of abuse of the Platform, Casefair may temporarily suspend the Customer's account on the Platform until the matter is resolved. In this case, the Customer will be notified in writing as soon as possible. The Customer cannot make any claims against Casefair in connection with the suspension of the account.
2.4.2 The Customer is obliged to update software, product versions, etc. at Casefair's request. Failure of the Platform due to failure of the Customer to update shall not be deemed a defect.
3.1 These Terms are adopted and come into force when the Customer has accepted them on the Casefair website in connection with the purchase of access to the Platform.
3.2 The term of the Terms is 12 months, which is automatically renewed unless the Agreement has been terminated by either Party with at least two (2) months' notice prior to the end of a 12-month Agreement period. Notice of termination must be given in writing (e.g. by email) to the relevant contact person of the other Party. In this regard, Casefair may always use the e-mail address provided by the Customer in its user details on the Platform.
3.3 Casefair will typically invoice the subscription payment (which covers the next contract period) at least 30 days before the end of the current subscription year.
4.1 Casefair is the data processor and the Customer is the data controller when personal data is exchanged, made available or otherwise processed as part of Casefair's provision of the Platform under these Terms.
4.2 The parties have concluded the Data Processing Agreement in Annex 3.
4.3 Overtrædelse af bestemmelserne i Databehandleraftalen udgør væsentlig misligholdelse af disse vilkår.
5.1 Casefair owns all intellectual property rights in the Platform at all times, with all future modifications and updates. However, this does not apply to content and data that may have been developed by the Customer itself or by Casefair specifically for the Customer.
5.2 The Customer purchases with the subscription exclusively a non-exclusive right of use (license) to the Platform under the conditions set out in this Agreement.
5.3 Casefair is entitled to any use of user data and history in using the Platform, including trends, behaviour, trends and segmentation, but only in anonymised form so that the Customer or others cannot be identified. Casefair is also entitled to use customer feedback, suggestions for improvements and new features etc. in relation to the Services, regardless of where such originates.
5.4 Neither Party may use the other Party's name and/or logo, including for marketing purposes, without prior agreement.
6.1 Neither Party shall be entitled to assign, in whole or in part, any rights and/or obligations under the Agreement without the prior written consent of the other Party.
7.1 Confidential Information is hereinafter defined as: Information that a Party receives from the other Party in connection with this Agreement, regardless of how such information is transmitted and regardless of whether the information is received before or after the Agreement is signed, and that (i) falls within the definition of "trade secrets" in the Trade Secrets Act (or any successor legislation), (ii) is covered by the concept of trade secrets and/or business secrets under relevant case law, (iii) is marked or designated as confidential or equivalent by the providing Party, (iv) contains information about a Party's relationship with a customer or supplier, or (v) personal data as defined in the Data Protection Regulation (or any successor regulation).
7.2 The parties undertake not to disclose Confidential Information to third parties. The Parties are also obliged to ensure that employees, consultants, management members, etc., of each Party do not disclose Confidential Information. It is the responsibility of a Party to ensure that employees who may come into possession of Confidential Information are obliged to keep such information confidential to the same extent as the Party under these Terms.
7.3 The obligation of confidentiality under this Section 7 shall not apply if a Party or a Party's representatives are required by law, court order or governmental regulation to disclose Confidential Information.
7.4 The obligation of confidentiality shall also apply, without limitation in time, after termination of the parties' contractual relationship under these Terms.
7.5 Each Party shall be obliged to inform the other Party as soon as possible of any breach of this paragraph 7. Breach of confidentiality shall be considered a material breach of these Terms.
8.1 The Parties mutually acknowledge the obligation of commercial loyalty, including the importance that the reputation and image of the Parties is not adversely affected by the cooperation.
8.2 Each Party shall not engage in, directly induce or encourage others to engage in any conduct that has or may have a detrimental effect on the reputation or image of the other Party.
8.3 Each Party shall be obliged to inform the other Party as soon as possible of any breach of this paragraph 8. Violation of this paragraph 8 shall be considered a breach of the Agreement.
9.1 To the extent that a Party's failure to perform or delay in performing its obligation is due to force majeure resulting from natural disaster, acts of terrorism, war, unforeseen prohibitions or orders issued by a public authority, fire, explosion, pandemics, epidemics, strike, lockout or lack of supply of electricity or network connections or the like not caused by the Party's negligence, the Parties shall be released from their obligations until the force majeure condition ceases.
9.2 The Party claiming force majeure shall inform the other Party without undue delay of its occurrence and expected duration.
9.3 The Parties shall resume performance of the Agreement immediately after the Force Majeure Event has ceased.
9.4 If the performance of an essential obligation of a Party is delayed for more than 3 consecutive months due to force majeure, the other Party shall be entitled to terminate the Agreement with 3 months' notice to the end of a month. Neither Party shall provide any compensation to the other Party if a Party terminates the Agreement pursuant to this provision.
10.1 If a Party breaches these Terms without the breach being material, the nonbreaching Party shall, if it wishes to cite the breach, give the breaching Party not less than 7 days to cure the breach. If the situation is not remedied within the time limit, the situation shall be considered a material breach.
10.2 If a Party materially breaches these Terms, the other Party may terminate the Agreement without notice. For example, a material breach shall be deemed to exist if the Customer (i) misuses the Platform or any other of Casefair's services, (ii) enters into reorganisation, bankruptcy or other insolvency proceedings, or (iii) acts in a grossly disloyal manner.
10.3 If a Party has reason to believe that the Party will be in breach of its obligations under the Agreement, the Party shall promptly notify the other Party in writing. A breach of this provision may in itself constitute a material breach of the Agreement.
10.4 Notification of default must be made in writing (e.g. by e-mail) to the relevant contact person at the other party. In this regard, Casefair may always use the e-mail address provided by the Customer in its user information on the Platform.
10.5 Neither Party shall be liable to the other Party for indirect losses, such as lost profits, anticipated profits, third party losses or other consequential damages, unless the loss is caused by the gross negligence or willful misconduct of the defaulting Party. Casefair's liability shall not exceed the annual amount that Casefair is entitled to invoice Customer under this Agreement.
11.1 Casefair is entitled to change these Terms, including prices and selection of any additional services, etc.
11.2 General changes will be notified to the Customer and will automatically take effect immediately or at a later time specified by Casefair.
11.3 Changes that have a significant impact on the Customer will be notified at least two (2) months before they take effect. Failure by the Customer to object in writing to material changes within 6 weeks of the sending of the notice shall be deemed acceptance of the notified changes.
11.4 If the Customer has objected in writing in due time to a material change, as referred to in section 11.3, this shall be deemed - unless another agreement is concluded - to be termination of the subscription, which shall then cease at the end of the notice period specified in section 11.3. Prepaid subscriptions shall be refunded on a pro rata basis in such cases.
11.5 Casefair is entitled to increase the price by up to 5% per year, without this being considered a material change. Price increases of more than 5 % per year must therefore be notified in accordance with point 11.3.
11.6 The then current Terms will be available to the Customer on the Platform.
12.1 The agreement is governed by Danish law, with the exception of the CISG and Danish conflict of law rules that may lead to a different choice of law than Danish law.
12.2 Any dispute arising in connection with these Terms which cannot be resolved by negotiation, including disputes concerning the existence or validity of the Agreement, shall be settled by the Danish courts.