Agreement
Provision of an AI-driven service for recruitment and talent acquisition
Pricing Service
Sandra HR Installation One Time Fee
€890.00
Price without VAT
2. Description of Services
This section outlines the services provided under the agreement by the Provider, herein referred to as "Provider," to the client, herein referred to as "Client." The Provider offers an AI-powered HR recruitment assistant, known as "Sandra," delivered through a Software as a Service (SaaS) model. Sandra is designed to enhance the efficiency and effectiveness of the Client's recruitment processes through advanced artificial intelligence and machine learning technologies.
2.1 Automated CV Screening
The Provider shall offer an Automated CV Screening service through Sandra, which shall utilize artificial intelligence to read, understand, and perform initial candidate selection based on criteria specified by the Client, including but not limited to work permits, educational qualifications, and professional experience. The service will automatically evaluate candidates, providing the Client with a shortlist of candidates that best meet the specified requirements.
2.2 Deep Analysis and Evaluation
Following the initial CV screening, Sandra shall conduct a Deep Analysis and Evaluation of each candidate. This service includes a comprehensive assessment of candidates’ qualifications, experience, and suitability for the position using Sandra’s extensive knowledge base. The Provider will deliver detailed feedback on each candidate, including qualitative assessments and quantitative scores, to assist the Client in making informed recruitment decisions.
2.3 Dynamic Candidate Engagement
The Provider shall facilitate Dynamic Candidate Engagement, whereby Sandra will maintain continuous communication with candidates throughout the recruitment process. This service includes the provision of personalized updates, the management of queries through an AI-driven interactive platform, and the collection of candidate feedback. The aim is to enhance the candidate experience and provide the Client with valuable insights into the recruitment process.
2.4 Interview Coordination
Sandra shall offer Interview Coordination services, managing the logistical aspects of scheduling interviews between the Client and selected candidates. This includes identifying mutually convenient times, sending interview invitations and reminders, and providing both candidates and the Client’s interviewers with necessary information and materials in preparation for the interview. Post-interview, Sandra will facilitate the collection of feedback from all parties involved.
2.5 Ongoing Communication
The Provider commits to ensuring Ongoing Communication throughout the service delivery. This includes regular updates to the Client regarding Sandra’s performance, insights into the recruitment process based on data collected by Sandra, and any recommended adjustments to improve outcomes. The Provider will also be available to address any queries or concerns the Client may have regarding the service.
2.6 SaaS Delivery Model
The service provided by Sandra is delivered through a SaaS Delivery Model, ensuring that the Client has access to Sandra’s functionalities via the cloud without the need for extensive on-premise installations. This includes regular updates, security enhancements, and new feature releases, ensuring that the Client benefits from the latest advancements in AI recruitment technology.
The services outlined in this agreement are designed to be comprehensive and cater to the varied needs of the Client’s recruitment process. The Provider assures the delivery of services in accordance with the highest standards of quality and in compliance with applicable data protection and privacy laws, including the General Data Protection Regulation (GDPR).
By utilizing the services provided by Sandra, the Client agrees to cooperate with the Provider in facilitating the effective delivery of these services, including the provision of necessary information and access as required to implement and optimize the use of Sandra within the Client’s recruitment processes.
3. Term
3.1 Initial Term
The initial term of this Agreement shall commence on the date of execution by both parties and shall continue for a period of twelve (12) months ("Initial Term").
3.2 Renewal
Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods (each a "Renewal Term"), unless either party provides written notice of its intention not to renew at least thirty (30) days prior to the end of the Initial Term or any Renewal Term. Such notice shall be delivered in accordance with the notice provisions set forth in this Agreement.
3.3 Early Termination
Notwithstanding the foregoing, this Agreement may be terminated prior to the end of the Initial Term or any Renewal Term under the following conditions:
- By the Client: The Client may terminate this Agreement at any time after the completion of the Initial Term by providing the Provider with thirty (30) days' written notice of termination.
- By the Provider: The Provider may terminate this Agreement at any time for cause, including but not limited to breach of contract by the Client, failure to make timely payments, or violation of applicable laws or regulations. Such termination shall require thirty (30) days' written notice, unless otherwise agreed upon by both parties.
3.4 Effect of Termination
Upon termination of this Agreement, all rights and obligations of the parties under this Agreement shall cease, except for any rights or obligations which by their nature should continue beyond the termination of this Agreement, including but not limited to payment obligations, intellectual property rights, limitation of liability, and confidentiality obligations.
3.5 Survival of Provisions
The provisions of this Agreement that by their nature and context are intended to survive the termination or expiration of this Agreement, including but not limited to payment obligations, intellectual property rights, limitation of liability, and confidentiality obligations, shall survive the termination or expiration of this Agreement.
4. Client's Obligations
Under the terms of this Agreement, the Client agrees to fulfill the following obligations to ensure the effective delivery and utilization of the services by the Provider. These obligations are crucial for the optimal operation and implementation of "Sandra HR," the AI-powered HR recruitment assistant provided under this Agreement.
4.1 Comprehensive Company Description
The Client shall provide the Provider with a detailed and comprehensive description of their company, including, but not limited to, the company’s history, mission, core values, product or service offerings, target market, and any other information deemed relevant for the purpose of tailoring the recruitment process to meet the Client's specific needs.
4.2 Job Announcements and Application Redirection
In instances where the Client opts to publish their own job announcements, the Client agrees to redirect all applications and related inquiries through a dedicated email address, which will be provided by the Provider for this purpose. This is to ensure a centralized and efficient handling of all applications by "Sandra."
4.3 Collaboration and Feedback
The Client commits to actively collaborate with the Provider and provide timely feedback regarding the performance and outcomes of the services rendered. This collaboration is vital for continuous improvement and customization of the services to better meet the Client’s requirements.
4.4 Compliance with Laws and Regulations
The Client shall ensure that all activities conducted under this Agreement, including the provision of job descriptions, selection criteria, and any communication with candidates, comply with applicable laws and regulations. This includes adherence to all laws pertaining to discrimination, employment, and data protection, particularly ensuring that the selection criteria are devoid of any discriminatory practices as defined by law.
4.5 Payment Obligations
The Client agrees to fulfill all payment obligations as stipulated in the pricing and payment terms of this Agreement. This includes timely payment for the services rendered by the Provider, in accordance with the agreed-upon rates and schedules.
4.6 Authorization for Candidate Communication
The Client hereby grants the Provider authorization to communicate with candidates on behalf of the Client. This includes sending emails and other forms of communication as part of the recruitment process managed by "Sandra."
4.7 Provision of Candidate Profile Descriptions
Should the Client opt for the Provider to publish job announcements on their behalf, the Client must provide a detailed description of the profile(s) they are seeking. This includes specific qualifications, experience, skills, and any other attributes deemed necessary for the role(s). This information is critical for the computing and customization of the recruitment process by "Sandra."
4.8 Provision of Selection Criteria
The Client is required to provide all criteria used in the selection process to the Provider. These criteria must be in full compliance with applicable laws, ensuring that there is no discrimination based on race, color, religion, gender, age, national origin, disability status, or any other characteristic protected by law.
The Client acknowledges that adherence to these obligations is essential for the effective and lawful operation of the services provided under this Agreement. Failure to comply with these obligations may result in the modification, suspension, or termination of services at the discretion of the Provider.
5. Payment
5.1 Setup Fee
The Client agrees to pay a one-time setup fee define at the chapter 1. at the commencement of this Agreement. This fee covers the costs associated with the initial setup and configuration of the "Sandra HR" service.
5.2 Monthly Fee
The Client shall remit a monthly fee define chapter 1. for the "Sandra HR" plan. This fee is payable at the beginning of each month during the term of this Agreement.
5.3 Additional Options The Client may opt to add additional services to their package at any point during the Agreement term. These options can include additional visual templates, increased posting frequency, access to advanced analytics, and other service enhancements. Details and costs of these options are available in the Client's invoice tracking portal and can be added to the service package as desired.
5.4 Late Payments
If payment is not received by the Provider within 15 days of the due date, a late fee of 3% of the overdue amount may be applied for each month or part thereof until payment is received. The Provider reserves the right to suspend the provision of services until all outstanding payments, including any applicable late fees, are received.
5.5 Adjustment of Services
The Client has the flexibility to adjust their service options during the Agreement term. Changes in services may result in an adjustment to the monthly fee, which will be reflected in subsequent invoices.
5.6 Future Enhancements
The Provider may introduce new or enhanced service options during the Agreement term to reflect technological advancements. These options will be communicated to the Client and can be added to their service package.
5.7 Invoicing
The Provider shall issue invoices for the setup fee, monthly service fee, and any additional services selected by the Client. Invoices shall include a detailed breakdown of all charges.
5.8 Taxes
All fees quoted in this Agreement are exclusive of any taxes, duties, levies, tariffs, and other governmental charges (collectively, "Taxes"). The Client is responsible for the payment of all applicable Taxes, excluding taxes based on the Provider's income.
6. Data Protection and GDPR Compliance
In adherence to the General Data Protection Regulation (GDPR) and applicable data protection legislation, the Provider commits to maintaining the highest standards of privacy and security for all personal data processed during the provision of services under this Agreement. The services offered, including the functionalities of "Sandra," the AI-powered HR recruitment assistant, necessitate the engagement of third-party services, namely Google Drive, Artifex Software, Inc., Dropbox, OpenAI Enterprise API, Evernote Corporation, and Airtable. The Provider ensures compliance with GDPR in all data handling and processing activities facilitated by these external services.
6.1 Data Processing and Infrastructure
- Google Drive, Artifex Software, Inc., and Evernote Corporation are employed for various data processing tasks, such as information extraction from PDF documents and data storage. These platforms are utilized in a manner ensuring that personal data is processed transiently, without permanent storage, aligning with GDPR principles of data minimization and purpose limitation.
- Dropbox Services and Evernote Corporation provide secure, encrypted data storage solutions hosted on AWS (Amazon Web Services). The Provider assures that data stored on these platforms is encrypted using AES-256 encryption, safeguarding the confidentiality and integrity of personal data. Access to this data is strictly controlled, with encryption keys held exclusively by the Provider.
- OpenAI Enterprise API is utilized within a secure operational framework to ensure that customer data, including prompts or collected information, is neither stored nor used for model training purposes. All data is protected by AES-256 encryption at rest and TLS 1.2 or higher encryption in transit. The Provider confirms OpenAI Enterprise API's operations are SOC 2 compliant, reflecting a high degree of security and data protection.
- Airtable is used as a database platform for organizing and managing recruitment-related data in a secure, private, and encrypted environment. The Provider ensures that Airtable's use conforms with GDPR requirements, implementing necessary measures to protect the data and maintain privacy.
6.2 Compliance and Security Measures
The Provider has instituted appropriate technical and organizational measures to ensure a level of security appropriate to the risk associated with data processing activities. These include the prevention of unauthorized or unlawful processing, accidental loss, destruction, or damage to personal data.
6.3 Subprocessor and Third-Party Data Processing
The Provider warrants that all subprocessors and third-party services engaged for data processing under this Agreement, including Google Drive, Artifex Software, Inc., Dropbox, OpenAI Enterprise API, Evernote Corporation, and Airtable, are bound by data processing agreements that mandate compliance with GDPR and ensure adequate protection of personal data.
6.4 Data Subject Rights
The Provider will assist the Client in ensuring that data subject rights under GDPR are respected, including the rights of access, rectification, erasure, and data portability. This includes providing mechanisms and assistance to enable the Client to respond effectively to data subject requests concerning personal data processed in the course of providing services.
6.5 Data Breach Notification
In the event of a personal data breach, the Provider shall notify the Client without undue delay upon becoming aware of the breach. The Provider will also provide all necessary information to enable the Client to fulfill any obligations to report or inform data subjects or regulatory bodies of the personal data breach under GDPR.
This revised chapter affirms the Provider’s commitment to data protection and GDPR compliance, especially in relation to the
integration and use of external services and subprocessors in the delivery of services under this Agreement.
6.6. Data Retention and Deletion
Upon termination of this Agreement or at the Client's request, the Provider will either delete or return all personal data and delete existing copies, unless retention is required by law.
6.7. Audit Rights
The Client has the right to conduct audits to verify compliance with data protection obligations. The Provider will cooperate with such audits.
7. Limitation of Liability
This chapter delineates the limitations of liability pertaining to the provision of services under this Agreement, including the use of "Sandra HE," the AI-powered HR recruitment assistant, and the engagement of third-party services such as Google Drive, Artifex Software, Inc., Dropbox, OpenAI Enterprise API, Evernote Corporation, and Airtable. The terms outlined herein are intended to establish clear boundaries of liability between the Provider and the Client, ensuring both parties are adequately protected.
7.1 General Limitation of Liability
The Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, data, goodwill, or other intangible losses, arising out of or in connection with the services provided under this Agreement, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not the Provider has been informed of the possibility of such damage.
In no event shall the Provider's total liability to the Client for all damages, losses, and causes of action exceed the amount paid by the Client to the Provider under this Agreement in the twelve (12) months preceding the claim.
7.2 Specific Limitations
- Data Accuracy: The Provider is not liable for inaccuracies in the data provided by the Client or inaccuracies resulting from incorrect data processing by third-party services employed under this Agreement. The Client is responsible for ensuring that the data supplied to the Provider is accurate and complete.
- Third-Party Services: The Provider's liability in connection with any failures, breaches, or malfunctions of third-party services, including Google Drive, Artifex Software, Inc., Dropbox, OpenAI Enterprise API, Evernote Corporation, and Airtable, is limited to exercising commercially reasonable efforts to mitigate the impact of such failures and coordinating with the respective service providers to resolve issues. The Provider does not assume liability for direct damages caused by third-party service failures.
- Data Breach: In the event of a data breach affecting personal data processed under this Agreement, the Provider's liability shall be limited to obligations set forth in Chapter 6 (Data Protection and GDPR Compliance), specifically concerning notification and cooperation requirements. The Provider is not liable for indirect or consequential damages resulting from such data breaches.
7.3 Force Majeure
The Provider shall not be liable for any failure to perform its obligations under this Agreement if such failure results from a Force Majeure event, which includes, but is not limited to, acts of God, natural disasters, war, terrorism, governmental actions, pandemics, and interruptions in telecommunications, utilities, or internet services.
7.4 Indemnification by the Client
The Client agrees to indemnify and hold harmless the Provider, its officers, directors, employees, and agents, from and against any claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from the Client's breach of this Agreement, misuse of the services, or violation of applicable laws and regulations.
8. Intellectual Property
This chapter delineates the intellectual property rights concerning the services provided by the Provider, including the use of "Sandra," the AI-powered HR recruitment assistant, and the integration of external services such as Google Drive, Artifex Software, Inc., Dropbox, and OpenAI Enterprise API. The terms outlined herein ensure the protection of intellectual property while facilitating the provision of services under this Agreement.
8.1 Ownership of Materials and Data
- Provider Content: All materials, including software, algorithms, data, methods, and documentation, created, developed, or used by the Provider in the course of providing the services under this Agreement, including any enhancements or modifications made to "Sandra," remain the exclusive property of the Provider or its licensors. The Client is granted a nonexclusive, revocable, limited license to use such materials solely for the purpose and duration of this Agreement.
- Client Data: All data, including but not limited to candidate information, job descriptions, and selection criteria, provided by the Client or collected through the use of "Sandra" remains the property of the Client. The Provider shall only use such data to the extent necessary to deliver the services under this Agreement and in compliance with applicable data protection laws.
8.2 Third-Party Intellectual Property
The Provider acknowledges the use of third-party services, including Google Drive, Artifex Software, Inc., Dropbox, and OpenAI Enterprise API, in delivering the services. The Provider guarantees that it has obtained all necessary licenses and rights to use such third-party services and will indemnify the Client against any claims or disputes arising from alleged infringement of third-party intellectual property rights related to the use of these services.
8.3 Data Protection and Confidentiality
- Confidential Information: Both parties agree to maintain the confidentiality of proprietary information exchanged under this Agreement. Confidential information does not include information that is publicly known, independently developed, or rightfully received from third parties outside of this Agreement.
- Protection Measures: The Provider shall implement appropriate security measures to protect confidential information and Client data, including the use of encryption for data storage and transfer, as well as adherence to SOC 2 compliance standards for operational security.
8.4 Intellectual Property Infringement
Infringement Claims: If any service or component provided by the Provider under this Agreement is deemed to infringe upon third-party intellectual property rights, the Provider shall, at its discretion and expense, either obtain for the Client the right to continue using the service, modify the service to be non-infringing, or replace it with a non-infringing equivalent.
Client Obligations: The Client agrees to notify the Provider promptly of any claim or dispute concerning intellectual property infringement related to the services. The Provider will have exclusive control over the defense or settlement of any such claims.
8.5 Modifications and Enhancements
Any modifications, enhancements, or derivatives of the provided services created by the Provider during the term of this Agreement will remain the property of the Provider. The Client acknowledges that any feedback or suggestions provided to the Provider regarding the services may be used in the further development of "Sandra HR" without any obligation to the Client.
This chapter ensures that both parties understand and agree to the terms related to the ownership, use, and protection of intellectual property within the scope of services provided under this Agreement.
9. Miscellaneous
9.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Luxembourg, without giving effect to any choice or conflict of law provision or rule.
9.2 Jurisdiction
Any disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Luxembourg.
9.3 Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
9.4 Amendments
No amendment to this Agreement shall be effective unless it is in writing and signed by both parties.
9.5 Severability
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement.
9.6 Waiver
No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver shall operate or be construed as a waiver of any other provision or a subsequent breach of the same provision.
9.7 Assignment
The Client may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Provider. Any purported assignment or delegation in violation of this section is null and void.
9.8 Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement or to such other address that may be designated by the receiving party in writing.
9.9 Force Majeure
Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control.