Terms & Conditions.

1. SCOPE AND REGISTRATION

1.1 These Terms and Conditions ("Terms and Conditions") apply to the use of the Prosus.ai web pages ("Prosus.ai. Platform") of First Round Technology AG ("First Round Tech") by a potential employer, recruiter or agent ("Customer"). The Prosus.ai platform is made available to its customers and enables them to search for potentially suitable employees ("candidates") by using specific search criteria to search profiles of users who have published them on Prosus.ai’s website or other websites ("third platform"). The Customer agrees to be bound by these Terms and Conditions by (i) registering (sign up) the Customer free of charge and (ii) clicking on the confirmation button ("Registration or Sign Up").


1.2 For the purpose of registration (sign up, which includes an offer to enter into a contractual relationship with First Round Tech within the meaning of Clause 1.3, the customer shall provide the following information:


  • - Company name of the customer
  • - Contact data of the customer (e.g. contact e-mail and address);
  • - Indication of categories (e.g. sector) or brief description of the client, if these criteria are required to determine the remuneration in accordance with section 1.4 sentence 2;
  • - possibly requested payment information. The specified means of payment shall only be debited in the event that a contractual relationship is established against payment in accordance with Section 1.4 sentence 2.

The users named in Section 3.2 shall provide the following information:


  • - Name of the user
  • - User's contact details (if these differ from the customer's details).

If the customer/user wishes to receive telephone support services, he/she must also provide his telephone number.


1.3 In the event of successful registration, the customer will receive an email from Prosus.ai ("Acceptance") by which a contract on the use of the Prosus.ai Platform ("Contract") is concluded, which regulates the business relationship between the customer and First Round Tech and contains these Terms and Conditions of Use and Business. With the registration, the customer will receive regular information about our products in the future. Should Prosus.ai refuse a registration, information provided by the customer will not be used any further.


1.4 Services of the Prosus.ai Platform ("Service") can be used by any natural or legal person who wants to act as an employer or employment agency and who - in the case of natural persons - is legally competent. Services may also be used by persons or companies acting as or for an employment agency or personnel consultancy.



2 SCOPE OF SERVICES

2.1 Using the Prosus.ai platform, customers can search for suitable employees by specifying the requirements for a candidate for a position. Prosus.ai has no influence on the content of the third-party data searched, in particular on the access and the number of profiles of potential candidates hosted on third-party platforms and assumes no liability for this.


2.2 The Prosus.ai platform generates a list of potentially suitable candidates. The selection of the potentially suitable candidates displayed is based on the fact that, in Prosus.ai's opinion, their user profiles correspond to the customer's search criteria; Accordingly, Prosus.ai attempts to provide, but cannot guarantee, the accuracy, completeness or timeliness of the profiles searched or displayed, the actual suitability (including qualifications and expertise) and actual interest (including willingness to move or move) of the potential candidates displayed with respect to the position to be filled by the client.


2.3 The Prosus.ai platform displays various ways of contacting potential candidates.


2.4 The customer decides if he/she wants to contact a certain potential candidate by means of the contact possibilities indicated by the Prosus.ai platform or not. Contact is made by the customer and at his sole risk and expense. The Prosus.ai platform does contact potential candidates for the client to establish first contact. However, the customer is responsible for complying with all legal regulations applicable to the contacting of potential candidates.



3 ACCESS AND USE

3.1 The customer creates a login and a corresponding password ("Login Information") for access to his user account ("User Account") on Prosus.ai. A user account may only be used by a single natural person ("Authorized User").


3.2 If the customer is a legal entity, he/she must appoint a specific employee as an Authorized User for each user account. It is the customer's duty to ensure that only he/she uses the login information for access and use of the respective user account. The authorized user has to register with the data mentioned in section 1.2.


3.3 The customer must ensure that the login information is kept strictly confidential at all times so that no unauthorised persons gain access to the Prosus.ai platform. If Prosus.ai has reasons to believe that the login information is being used by unauthorized persons, Prosus.ai reserves the right to block the user account until the matter has been resolved.


3.4 Should Prosus.ai have reason to believe that the service is being used by persons not covered by Clause 1.5, Prosus.ai may block the user account until proof to the contrary is furnished.


3.5 In order to access and use Prosus.ai, the customer must use and maintain the necessary software and hardware, in particular (but not limited to) browser software and suitable communication technology.


3.6 Procurement, installation, maintenance and operation of any necessary software and hardware are the sole responsibility of the customer. Prosus.ai is in no way responsible or liable for the Customer's Internet access, including, but not limited to, any problems related to connection speed, bandwidth or latency, which may affect the customer's access or use of Prosus.ai.


3.7 The customer undertakes not to copy, modify, adapt, reproduce, use, translate, distribute, pass on, reverse engineer, decompile or disassemble any content or other features of the Prosus.ai platform (including prices or service descriptions) for the purpose of setting up his own database (or that of a third party). The customer is prohibited from violating or attempting to violate the security of Prosus.ai.io, as well as from attempting to investigate, verify or test the vulnerability of the system or network or to violate the security or authentication measures.


3.8 The customer may not impair the functionality of Prosus.ai and its connection to users, hosts or networks in any way, in particular not by viruses, overload, flooding, spamming, mailbombing or crashing or other computer codes, files or programs (such as browsers with scraping or crawling functions), which are capable of interrupting, destroying or restricting the functionality of the computer software or hardware or the telecommunications facilities. Attempted or actual unauthorized access to Prosus.ai may result in civil and criminal prosecution.


3.9 Prosus.ai may only be used by the customer for legitimate purposes. In particular, the customer may:

  • - not provide incomplete, false, inaccurate or misleading information;
  • - delete, edit or use as part of a database any information posted by any other person or entity;
  • - not use Prosus.ai to transmit, distribute, store, compile or destroy any material in violation of any applicable law or regulation;
  • - not use Prosus.ai in any manner that infringes any copyright, database right, trademark or other intellectual property right, or that violates any data protection right or right to privacy or other personal rights, or that is defamatory, or in any manner that is unlawful or harmful, that is unlawful, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, defamatory, outside the sphere of professional conduct, purely private or intimate, hateful, racist or otherwise objectionable;
  • - impersonate any person or entity or falsely state or otherwise misrepresent their affiliation or affiliation with any such person or entity;
  • - not send any unsolicited e-mails or messages outside the scope of the Prosus.ai platform, including advertising and/or advertising for products and services;
  • - not use Prosus.ai for other commercial purposes outside the framework provided by Prosus.ai and/or
  • - not use Prosus.ai in any way that is unlawful or harmful to Prosus.ai and First Round Tech or any affiliated company, candidate or employer.

3.10. The customer is solely responsible for handling the data transmitted to him/her by Prosus.ai in accordance with data protection regulations. In this context, the customer shall comply with the applicable statutory provisions in a relevant jurisdiction, in particular the Basic Data Protection Regulation and the ePrivacy Laws of the European Union. The data made available by Prosus.ai are otherwise to be used by the customer exclusively for the purpose of selecting and approaching potential candidates.



4 REMUNERATION

With the conclusion of a contract against payment in accordance with section 1.4, the customer undertakes to pay remuneration in the amount of the remuneration model selected in each case.



5 TERMS OF PAYMENT AND REFUNDS

5.1 Invoices must be paid in full without deduction net 10 days after signing up for upgraded plans.


5.2 The customer shall only be entitled to set off his own claims against Prosus.ai against amounts payable to Prosus.ai if the customer's claims are undisputed or have been legally established. This shall apply mutatis mutandis to the right of retention which, moreover, can only be asserted effectively if the customer's counterclaim is based on the same contract.


5.3 Our Paid Subscription will automatically renew at the end of its then current term, for another term of the same length, unless you cancel it prior to the commencement of such new term. You may elect to cancel your Paid Subscription effective as of the end of the then current term.



6 CONFIDENTIALITY

6.1 Details of the candidates will be made available to the client under strictest confidentiality. The customer may not inform third parties of the existence or content of this information without the prior written consent of Prosus.ai.


6.2 If the customer, without Prosus.ai’s prior written consent, forwards information about a candidate, of which he/she has learned on Prosus.ai, to third parties, who then directly or indirectly employ the candidate, the customer shall be liable for all damages (in particular lost profits) including all expenses incurred by Prosus.ai as a result.



7 LIABILITY

7.1 First Round Tech provides the Prosus.ai platform and service "as is". The technical availability is based on comparable web offers, whereby no availability of access to Prosus.ai is owed which exceeds 99% on the weekdays Monday to Friday (the relevant time zone is the headquarters of Prosus.ai), with the exception of a) such public holidays which apply at the headquarters of Prosus.ai, and b) ordinary maintenance times announced at least 6 hours in advance). As a pure search and research engine, Prosus.ai is not liable for the suitability of a potential candidate or whether he/she meets the requirements that laws, or professional organizations place on persons in the position that the client wants to fill.


7.2 In particular, Prosus.ai attempts to check whether it could be disadvantageous for a candidate or the client if a candidate works in a position that the client wants to fill. Prosus.ai may obtain any further background information about potential candidates.


7.3 The customer must at all times independently convince himself of the suitability of each candidate and observe any information provided by him/her before the customer hires him.


7.4 It is the responsibility of the Client to obtain any necessary work permits and/or other necessary permits, to order medical examinations and/or medical history checks of the Candidate and to comply with any medical or other requirements, qualifications or permits required by law in the country in which the Candidate is to work.


7.5 Any agreements between the client and a candidate do not bind Prosus.ai. In particular, Prosus.ai is not liable for the observance of agreements between the client and the candidate and is not obliged to enforce such agreements. Prosus.ai is not a party to such agreements and the customer may not treat Prosus.ai as such. This applies regardless of whether Prosus.ai receives remuneration in connection with such an agreement. Prosus.ai is not liable for any costs or damages arising out of any such agreement between the client and candidate or any other legal relationship between the client and candidate.


7.6 Without prejudice to the following provisions, Prosus.ai and its employees and/or representatives shall not be liable for any damages, including but not limited to lost sales or profits, consequential damages or loss of use, arising out of or in connection with Prosus.ai or the information contained therein, whether based on contract, law or otherwise, even if Prosus.ai has been advised of the possibility of such damages.


7.7 Notwithstanding Clause 7.6, Prosus.ai shall have unlimited liability in the event of intent or gross negligence as well as for injury to life or limb, and damage to health.


7.8 Notwithstanding Clause 7.6, Prosus.ai shall also be liable in the event of slight negligence if essential contractual obligations (so-called cardinal obligations, i.e. contractual obligations the fulfillment of which is essential for the proper execution of the contract and the compliance with which the customer may regularly rely) have been breached; in this case, however, Prosus.ai’s liability shall only be limited to the damages incurred which are foreseeable and typical within the scope of the respective business transaction concerned.


7.9 Prosus.ai is not liable for any further damage or loss. In particular, Prosus.ai shall not be liable for initial defects of the Prosus.ai platform, unless the prerequisites from Sections 7.7 and 7.8 are fulfilled.


7.10 Liability for loss of data shall be limited to the typical effort required to restore the data if backup copies are made regularly and in accordance with the associated risks.


7.11 The limitations of liability in this Section 7 also apply to the personal liability of Prosus.ai’s representatives and employees and to the liability of Prosus.ai for their conduct.



8 CUSTOMER ASSURANCES AND WARRANTIES / DAMAGES

8.1 The Customer declares and guarantees that a registered User Account will be registered on behalf of the Customer by an authorised employee who will subsequently be deemed to be the Authorised User of that User Account and who is authorised to conclude this Agreement on behalf of the Customer, to use the Service and to fulfil the terms of the Agreement. The customer must ensure that all information provided to Prosus.ai is current, accurate and complete and that his employees are bound accordingly.


8.2 In addition, the customer declares and guarantees that no information or content that he/she uploads to Prosus.ai violates the rights of third parties or applicable laws or regulations, including (but not limited to) copyrights, personal rights or other rights of third parties.


8.3 The customer undertakes to indemnify Prosus.ai and Prosus.ai's representatives, employees and vicarious agents from all claims arising from the unauthorised use of Prosus.ai by the customer without restriction and to defend them against this and to pay Prosus.ai damages (also for reasonable costs of legal defence). This applies in particular (but not only):


  • - the violation of a provision of this contract, in particular the misuse of Prosus.ai;
  • - infringement of or violation of the applicable law and/or violation of the rights of third parties;
  • - Claims based on breach of the confidentiality obligation pursuant to Clause 6.


9 TERM AND TERMINATION

9.1 A contract is concluded with the registration and acceptance (as defined in section 1.3) of the customer. The contract term ends when suitable candidates are provided to the customer; in this case the term is determined in accordance with the remuneration model agreed in accordance with section 1.4.


9.2 In the event of termination and/or other termination of a concluded contract, Prosus.ai will treat the customer's search entries exclusively in accordance with data protection law.


9.3 Prosus.ai may terminate a Contract at any time with immediate effect or interrupt the provision of the Service upon notice to the Customer if the Customer has breached any material provision of the Contract (including the provisions of Clauses 5 and 6 and the Privacy Policy) and such breach either cannot be remedied or has not been remedied within 10 days of notice.


9.4 Open payment obligations and provisions which are expressly or by their nature unaffected by termination of this Agreement, including the provisions under Clause 6, shall survive termination or other termination of any Contract entered into.



10 DATA

10.1 Data on vacancies and proposed candidates will only be collected, processed and used to the extent necessary to fill the vacancy. The client undertakes not to use the data and information provided to him for purposes other than those for which they were provided or to pass them on to third parties.


10.2 Prosus.ai points out that all necessary data are collected in compliance with national and international data protection regulations and may only be passed on to legal persons entitled to information.


10.3 All Personal Data processed by Prosus.ai will be retained no longer than it is necessary to fulfil the purposes for which such Personal Data was originally collected or as required under the applicable rules and regulations. Prosus.ai shall perform Personal Data minimization routines to ensure that Prosus.ai do not store any unnecessary or sensible data.


10.4 Prosus.ai will (by the means of system configuration) ensure that processing is minimized to what is necessary for the talent sourcing and matching purposes. Therefore, for the data subjects located in the European Union Prosus.ai will only process information that is justifiably related to employment and is derived from the data sources that corresponds with the sourcing opportunities.


10.5 If you are located in the EEA, Prosus.ai will process your Personal Data in accordance with General Data Protection Regulation (“GDPR”) and other binding rules and regulations. European Union has approved Model Clauses for personal data transfer outside EU, to ensure that personal data protection requirements are applied contractually for the recipients of data outside EU and EEA. Prosus.ai includes Model Clauses to its Data Processing Agreement, if the personal data is transferred outside of EU/EEA to both non-EU/EEA Controllers and Processors.


10.6 You may upload your database of candidate profiles and/or resumes, add personal information for specific candidates, create vacancies, and publish notes about candidate profiles to take advantage of advanced features of Prosus.ai. Your user content will be aggregated with public Information and available for viewing and editing only by authorized users within your organization’s corporate account with Prosus.ai. Prosus.ai will not claim ownership of data you uploaded to the platform. Prosus.ai merely stores and processes data to in the scope of business transactions.



11 GENERAL PROVISIONS

11.1 The customer may only transfer the rights and obligations arising from a contractual relationship with Prosus.ai to third parties with the prior written consent of Prosus.ai.


11.2 Amendments and supplements to a concluded contract must be made in writing. This also applies to changes or annulments of this written form requirement.


11.3 General terms and conditions of the customer are not applicable. Prosus.ai reserves the right to change these terms and conditions at any time. Prosus.ai informs customers via the platform or by e-mail about changes to the terms and conditions of use. If the customer objects to the validity of the updated terms and conditions before they come into effect, both parties shall have a special right of termination to terminate the contract at the time the updated terms and conditions of use and business come into effect.


11.4 In the event that the customer is a merchant, a legal entity under public law or a special fund under public law, the registered office of First Round Tech shall be the exclusive place of jurisdiction for legal disputes arising from or in connection with these terms and conditions of use and business. In addition, First Round Tech is also entitled to take legal action at the customer's general place of jurisdiction.


11.5 The legal relationships arising from and in connection with these Terms of Use and Business are subject to Swiss law to the exclusion of any references to other legal systems and the UN Convention on Contracts for the International Sale of Goods.


11.6 Should individual provisions of these Terms and Conditions of Use and Business be or become invalid, illegal or unenforceable, the validity of the remaining provisions of these Terms and Conditions of Use and Business shall not be affected thereby.



Last Update

This privacy notice was last updated on the 4th August 2019