Terms and conditions
These Terms of Service (“Terms”) govern your use of
the services provided by The International Career Counsellors Club, Inc. (“The
International Career Counsellors Club,” “we,” “us,” or “our”), a
corporation incorporated under the laws of the State of Delaware. By accessing,
registering for an account, or using The International Career Counsellors Club’s
services (“Services”), you (“you,” “your,” or “Customer”) agree
to be bound by these Terms. If you are using the Services on behalf of a
company or other legal entity, you represent and warrant that you have the
authority to bind that entity to these Terms. In cases where a separate written
and executed agreement exists between The International Career Counsellors Club
and the entity you represent, that agreement will take precedence over these
Terms.
For the purposes of these Terms, you and The International
Career Counsellors Club may each be referred to as a “Party” and
collectively as the “Parties.” The term “Affiliate” refers
to any entity that directly or indirectly controls, is controlled by, or is
under common control with a Party. “Control” means either (a) direct or
indirect ownership of more than fifty percent (50%) of the entity’s ownership
interests or (b) the authority to direct or substantially influence the
management and policies of such entity.
These Terms incorporate by reference additional documents
that collectively form the “Agreement” and are binding upon
you. These include the Data Processing
Agreement, the Service Level Agreement (“SLA”), our Security Practices,
the Privacy Policy,
the Cookie Policy,
and any applicable Order Form. If you do not agree to these Terms, you must not
register for an account, purchase, or use the Services.
1. Grant of access and use
1.1. Subject to the Agreement and the receipt of all
applicable fees, The International Career Counsellors Club grants you a
limited, personal, non-exclusive, non-transferable, non-assignable, and
non-sublicensable license to access and use the Services solely for internal
assessment and direct recruitment purposes unless otherwise agreed in writing.
1.2. The Services may be accessed and used by individuals
taking assessments or tests as permitted under your subscription plan (“Candidates”).
1.3. Your Affiliates may also access and use the Services
without requiring a separate Order Form, provided that The International Career
Counsellors Club grants prior written approval and issues login credentials.
You shall remain fully responsible for all access and use of the Services by
your Affiliates. References to “you” in these Terms shall be
deemed to include your Affiliates.
2. The services
2.1. The “Services” include the The
International Career Counsellors Club online talent assessment platform (“Platform”)
and any other products and services provided by The International Career
Counsellors Club that:
(a) have been requested by the Customer under an applicable
subscription plan, as specified in Order Form that outlines pricing and
commercial terms, or
(b) are otherwise used by you.
2.2. The Services provided under this Agreement are intended
strictly for commercial use and are not designed for personal or private
individual use.
2.3. The Services must be used exclusively for direct
recruitment or internal application purposes. Use by recruitment agencies or
for third-party screenings is strictly prohibited unless explicitly agreed to
in writing.
2.4. The International Career Counsellors Club shall provide
the Services in accordance with the Agreement, all applicable laws, and its
established security measures.
2.5. While certain Services may be delivered through
Affiliates, The International Career Counsellors Club remains fully responsible
for their provision and compliance with these Terms.
3. Your account
3.1. You are required to create an account and select the
appropriate subscription plan based on the number of credits in your
subscription plan. By doing so, you confirm that you have the authority to bind
your company and accept these Terms on its behalf. To register an account, you
must provide a valid email address and set up a password.
3.2. You must ensure that all information provided during
account creation and use remains accurate and up to date. Providing false or
outdated information may result in the termination of your account.
3.3. You are responsible for maintaining the confidentiality
of your password and ensuring that it is not shared with unauthorized
individuals.
3.4. If you become aware of any unauthorized access to your
account or a security breach, you must notify The International Career
Counsellors Club immediately. You are responsible for preventing unauthorized
use of your account and ensuring that access to the Services remains secure. The
International Career Counsellors Club is not liable for any loss or damage
resulting from unauthorized use of your account.
3.5 The International Career Counsellors Club reserves the
right to access client workspaces and review candidate reports to identify root
causes and ensure an optimal assessment experience for all candidates.
Additionally, HNR Tech is designated as an authorized information subprocessor
for supporting platform operations.
3.6 By providing your contact information, including but not
limited to your email address and phone number, you consent to receive
communications from The International Career Counsellors Club regarding our
services, updates, and promotional offers. These communications may be
delivered via email, SMS, phone calls, or other electronic means. You may opt
out of receiving promotional communications at any time by following the
unsubscribe instructions provided in our messages or by contacting us directly
at support@The International Career
Counsellors Club.com. Please note that even if you opt out of receiving
promotional messages, we may still send you non-promotional communications,
such as those about your account or our ongoing business relations.
4. User responsibilities
4.1. You must use the Services in compliance with all
applicable laws and these Terms.
4.2. You are solely responsible for all activities conducted
under your account, including the use of the Services through applications, web
domains, devices, and communication channels that you own or control, or that
are owned or controlled by third parties and made available by you to
Candidates who access, use, interact with, or depend on the Services (“Customer
Applications”).
4.3. You are prohibited from:
(a) Copying or reproducing any portion of the Services or
related documentation, except for internal business use.
(b) Modifying, translating, decompiling, reverse engineering, disassembling, or
attempting to access the source code of any software provided through the
Services.
(c) Using the Services, or facilitating their transfer, transmission, export,
or re-export in violation of any applicable law, regulation, or rule.
(d) Developing or offering any software or service that is derived from the
Services and is materially similar in function to or competes with the
Services.
(e) Circumventing, hacking, or breaching any security measures implemented
within the Services or accessing or using the Services through automated means
(such as scraping, crawling, or spidering).
(f) Removing, modifying, or obscuring any proprietary markings, identification,
or restrictive rights notices from the Services or any of their components.
(g) Uploading, transmitting, or otherwise providing through the Services any
information or materials that are unlawful, harmful, or violate applicable
laws, public order, or morality, including but not limited to malicious
software, malware, worms, viruses, or any other disruptive technologies.
(h) Assisting or enabling any third party to engage in any of the
above-prohibited activities.
4.4. You may not lease, resell, sublicense, assign,
distribute, publish, transfer, or otherwise make the Services available to
third parties (except Candidates), unless explicitly permitted under the
Agreement.
4.5. The Services are intended for use only by individuals
aged 16 years or older.
4.6. If you, any Candidate, or any authorized user violates
these restrictions or attempts to do so, The International Career Counsellors
Club reserves the right to intervene without prior notice to prevent or
mitigate the violation. This may include, but is not limited to, disabling
access to the Services for the relevant Candidate or suspending your account.
You will be held liable for any damages resulting from unauthorized or
prohibited use of the Services under your account. Furthermore, The
International Career Counsellors Club reserves the right to report any criminal
offenses related to your violations to the appropriate authorities and shall
not be held liable for any consequences arising from such reports.
5. Suspension
5.1. We reserve the right to remove any inappropriate
content from the Services and to limit or suspend your access to your account
and the Services with immediate effect and without prior notice if, in our
reasonable judgment:
(a) Your use of the Services, or the use by Candidates, is
for any unlawful, unauthorized, or fraudulent purpose.
(b) You or any Candidate materially breach any provision of the Agreement.
(c) Your use of the Services poses a material threat to the security,
availability, or integrity of the Services or our ability to provide Services
to other customers.
(d) Applicable laws or regulations prohibit our provision of, or your use of,
the Services.
(e) The account information you have provided is incorrect or incomplete.
(f) You fail to meet your payment obligations under the Agreement.
5.2. If your account or access to the Services is suspended
due to your actions or omissions under this Section 5 or Section 8 (Fees and
Payment Terms), The International Career Counsellors Club will not be liable
for any damages, losses, or other consequences resulting from the suspension.
You will remain responsible for any outstanding Fees (as defined below) during
the suspension period.
6. Maintenance & modifications
6.1. The Services may occasionally become unavailable due
to:
(a) Scheduled or unscheduled maintenance, modifications, or
upgrades.
(b) Hardware failures or disruptions caused by third-party service providers.
(c) Efforts to mitigate or prevent the impact of security threats or attacks
affecting the Services or related systems.
(d) Legal or regulatory requirements necessitating such actions.
We will make reasonable efforts to notify you in advance of
any scheduled service outages.
6.2. Unless otherwise stated in the SLA, The International
Career Counsellors Club will not be liable for any damages, losses, or other
consequences resulting from Service unavailability or a failure to provide
prior notice of such unavailability.
6.3. The International Career Counsellors Club may update or
modify the Services from time to time and will provide notice where applicable.
7. Free trial and beta products
7.1. We may offer you the opportunity to test new or
additional products or features that are not yet generally available to all
customers (“Beta Products”) or to access our Services free of charge for
a limited time (“Free Trial Products”).
7.2. Beta Products and Free Trial Products are made
available for evaluation purposes only and may contain errors or other
limitations.
7.3. If you are granted access to Free Trial Products, the
Services will be provided at no cost until the earlier of:
(a) The expiration of the designated free trial period; or
(b) The commencement date of any purchased Service subscription for the
applicable Services.
7.4. Beta Products and Free Trial Products are
provided “AS IS”, without any warranties, whether express, implied,
statutory, or otherwise. The International Career Counsellors Club expressly
disclaims all implied warranties, including but not limited to merchantability,
non-infringement, and fitness for a particular purpose, with respect to Beta
Products and Free Trial Products.
7.5. The International Career Counsellors Club is under no
obligation to offer Beta Products or Free Trial Products to any specific
customer or its general customer base. We reserve the right to terminate or
discontinue any Beta Product or Free Trial Product at any time without prior
notice.
8. Fees and payment terms
8.1 Unless otherwise agreed in writing in the
Order Form, you must pay all fees (“Fees”) in accordance with your selected
subscription plan, as outlined on our Website or specified in the Order Form.
Subscription plans are based on the number of credits and addons you purchase,
including any Affiliates using the Services.
8.2 Subscription plans have a standard duration
of either twelve (12) months or a monthly plan unless explicitly agreed
otherwise. Payments must be made in advance, either annually or monthly, based
on your selection in the Order Form or on the Website.
8.3 All payment obligations are non-cancelable.
Fees and taxes are generally non-refundable, except as outlined in our Refund
Policy. If you qualify for a refund under our Refund Policy, you may
request one within thirty (30) days of purchase. For details, please refer to
our Refund Policy
Payments must be made using one of the following methods:
(a) Credit Card or Debit Card – By selecting this option, you
confirm that you are authorized to use the payment method and that the Fees
will not be declined.
(b) Invoicing –Upon The International Career Counsellors Club’s
approval, invoices shall be generated and made available to the Customer within
their workspace according to the agreed billing frequency. All payments shall
be due within seven (7) days from the date of invoice issuance.
8.4. If you have selected payment by credit
card, your card will be charged in accordance with the payment frequency of
your plan. If your credit card cannot be charged, The International Career
Counsellors Club will notify you, and you will need to update your payment
information. In the event you do not update your payment information within
twenty (20) days of The International Career Counsellors Club’s notice, your
access to the Service may be suspended, and you will need to update your card
information in order to resume use of the Services. There will be no refunds or
credits for partial months of service.
8.5. You shall provide The International Career Counsellors Club
with accurate and complete billing information, including full name, address,
state, zip code, country, telephone number, and a valid VAT or applicable tax
registration number and notify us of any changes to such information. By
submitting the payment information, you automatically authorize The
International Career Counsellors Club to charge all Fees incurred through your
account to any such selected payment instruments.
8.6 Your subscription plan includes a specified
number of credits and permitted users based on the tier selected. The
International Career Counsellors Club reserves the right to monitor usage
across all features, including but not limited to credit usage, number of
users, proctoring credits, Voice AI services and text messages.
If your usage exceeds the limits of your subscription plan — including in any
Life Time Deal (LTD) plans —The International Career Counsellors Club may,
without prior notice:
(a) Automatically charge your account for any excess usage based on the
then-applicable rates for your plan, including overage charges for additional
users and credits, proctoring credits, Voice AI usage and text messages; or
(b) Suspend or restrict access to the platform if excess usage continues
without timely payment.
By using the platform, you agree to such automatic charges for any overages
incurred
8.7. All Fees and other amounts payable by you
under the Agreement are exclusive of taxes, duties, levies, and similar
assessments, as well as any other costs, including transaction costs or bank
transfer fees. Without limiting the foregoing, you are responsible for all
sales, use, and excise taxes, and any other similar taxes, duties, and charges
of any kind imposed by any governmental or regulatory authority on any amounts
payable by you hereunder, other than any corporate income taxes imposed on The
International Career Counsellors Club’s income.
8.8. If you fail to make any payment when due,
then, in addition to all other remedies that may be available:
(a) The International Career Counsellors Club
may charge interest on the past due amount at the rate of 1.5 % per month of
the value of the applicable Fees, calculated daily and compounded monthly or,
if higher, the maximum rate permitted under applicable law;
(b) You shall reimburse us for all costs
incurred by The International Career Counsellors Club in collecting any late
payments or interest, including attorneys’ fees, court costs, and collection
agency fees; and
(c) If such failure continues for more than
thirty (30) days following written notice thereof, we may suspend the
performance of the Services until all past due amounts, and interest thereon,
have been paid, without incurring any obligation or liability to you or any
other person because of such suspension.
8.9. If you do not agree with any invoice for Fees, you must notify
us in writing within ten (10) days of the date of the respective invoice,
failure of which shall result in acceptance of the invoice and forfeiture of
your right to dispute the invoice. All undisputed fees remain due according to
schedule.
8.10. You shall pay all amounts payable to The
International Career Counsellors Club under the Agreement in full without any
seto?, recoupment, counterclaim, deduction, debit, or withholding for any
reason.
8.11. We are entitled to increase the Fees
annually after the Initial Term for any Renewal Term (as defined below) with a
notice period of thirty (30) days before taking e?ect. If you do not agree to
any change in the Fees, you are entitled to terminate the Agreement before the
start of the Renewal Term. Your continued use of the Service after modifying
the Fees constitutes your acceptance and agreement to pay the updated Fees.
9. Intellectual property and data
9.1. You acknowledge and agree that The International Career
Counsellors Club and its licensors, as applicable, own and retain all title and
rights, including all intellectual property rights, in and to (a) the Platform,
the Services, Beta Products, the Documentation, the software, including any
related software application and/or component thereof, or to any associated
materials or intellectual property, or in or to any enhancements,
modifications, updates, or improvements of any of the foregoing (including any
feedback you may provide), and all other materials created by us or provided by
us to you as part of the Services under the Agreement, and (b) all operational
and performance data related to your use of the Service and Beta Products,
however excluding Customer Data (as defined below), and, subject to applicable
law, any de-identified or anonymized aggregated data (“The International Career
Counsellors Club Data”).
9.2. The Agreement does not grant to Customer any title or
right of ownership in or to the Platform, the Services, or any related software
application or component thereof, or to any associated materials or
intellectual property, including test content and questions, test algorithms,
output generated by Candidates, or psychological profiling (with the exception
of Customer Data as defined below).
9.3. You are prohibited from modifying, translating,
decompiling, reverse engineering, disassembling, adapting the Services and the
associated intellectual property rights, or attempting to or abstract the
source code from the software underlying the Platform, the Services, the
software, or the applications in any other way. You shall not remove or alter
any of The International Career Counsellors Club’s proprietary or copyright
notices, trademarks or logos contained in the Services.
9.4. Any data that originates with a Candidate or that is
directly provided by a Candidate via the use of the Platform or by a Candidate
having created an account with The International Career Counsellors Club,
including but not limited to the output of an individual Candidate generated by
the Platform and the talent pool, and communications with and video recordings
of Candidates (“Candidate Data”) shall be the exclusive property of the
Candidate. This includes any personal data provided by the Candidate using the
Platform or when creating an account with The International Career Counsellors
Club.
9.5. The International Career Counsellors Club hereby grants
to you, and you accept, a limited-term, personal, non-exclusive,
non-sublicensable, non-transferable, non-assignable license to access and use The
International Career Counsellors Club Data, including results derived from
Candidate Data, solely for your own use of the Services in accordance with the
Agreement.
9.6. All data or input, including personal data of your employees that you
submit, share, store or otherwise provide to The International Career
Counsellors Club as part of your use of the Services, (which shall include
Customer-developed tests uploaded by you as part of your use of the Services),
as well as data and materials generated by you via your use of the Services
with such data under the Agreement (which shall include your analyzing,
screening, assessing, scoring, rating, asserting, evaluation or otherwise
qualifying the output of an individual Candidate generated by the Platform,
hiring outcomes, as well as communications directly between you and Candidate)
shall remain, as between Customer and The International Career Counsellors Club,
the exclusive property of Customer (collectively, “Customer Data”). You will
retain ownership of your Customer Data (subject to the licenses below and any
third party rights therein). Candidate Data is explicitly excluded from
Customer Data.
9.7. You grant us and our A?liates as well as any sub-processors authorized by
you to provide Services under these Terms, the right to collect, use, and
process Customer Data only to the extent necessary to provide the Services, and
in each case to enable The International Career Counsellors Club to operate or
improve the Services, in accordance with the Terms and the Data Processing
Agreement. The terms of the Data Processing Agreement are incorporated into
these Terms as an Annex. Your agreement to these Terms also constitutes your
agreement to the Data Processing Agreement.
10. Representations, warranties, and disclaimers
10.1. Each Party shall at all times comply with all
applicable laws, rules and regulations in the performance of the Agreement.
10.2. Each Party represents and warrants that it has been
duly authorized to enter into the Agreement and it is entitled to perform its
obligations and provide the licenses hereunder.
10.3The Customer represents and warrants that it has
obtained all necessary permissions or consents required to provide Customer
Data to The International Career Counsellors Club, Inc. for use and disclosure
in accordance with this Agreement.
Session recordings, snapshots, audio and video interview
questions will be automatically deleted after 30 days. Workspaces should
download them within this timeframe. The storage available per workspace is
subject to the selected plan. Under the Starter Plan, each workspace is
allocated 1 GB of storage. For the Basic Plan, the storage allocation increases
to 5 GB per workspace. The Business Plan provides 10 GB of storage per
workspace, while the Premium Plan offers the highest allocation of 20 GB per workspace.
These storage allocations are subject to change and are outlined in the
respective plan details. The credits are non-transferable between workspaces
and do not roll over upon renewal or expiration.
The International Career Counsellors Club does not offer
automatic data export or download functionalities. To download your data, you
must manually export candidate information by navigating to each assessment.
Individual candidate reports can be downloaded from the candidate detail page.
All data exports must be completed while your subscription is active. After
subscription expiration, The International Career Counsellors Club may no
longer facilitate downloads or exports. Any requests for data retrieval
post-expiration may incur additional charges billed at a rate of $35 per hour,
subject to the volume of data.
10.4. Customer represents and warrants (a) to use the
Services only for lawful purposes and in a manner consistent with these Terms;
(b) not to use the Services to assess candidates for any jobs which are
unlawful, unsafe, offensive, discriminatory, or inappropriate; and (c) not to
use the Services to solicit information from candidates that could be used to
discriminate against them.
10.5. The International Career Counsellors Club warrants
that the Services will substantially conform in all material respects in
accordance with the specifications as described on the Website and that the
Services shall not contain or transmit any (a) virus, trojan horse, worm,
backdoor, or other software or hardware devices the effect of which is to
permit unauthorized access to, or to disable, erase, or otherwise harm, any
computer, systems, or software; or (b) time bomb, drop dead device, or other
software or hardware device designed to disable a computer program
automatically with the passage of time or under the positive control of any
person. The International Career Counsellors Club further warrants and
undertakes that: (a) it has and will maintain all necessary licenses, consents,
and permission necessary for the performance of its obligations under the
Agreement; and (b) it will cooperate with Customer in all matters relating to the
Services. You will provide prompt written notice of any non-conformity. As
Customer’s sole and exclusive remedy and The International Career Counsellors
Club’s entire liability for any breach of our warranties, The International
Career Counsellors Club will at our sole discretion use reasonable efforts to
fix, provide a workaround, or otherwise correct the defect or, if The
International Career Counsellors Club is unable to do so.
10.6. The International Career Counsellors Club warrants
that it has obtained the consent of each Candidate to provide the Candidate
Data (including Candidate’s personal data) to you (including to your Affiliates
in countries outside the European Economic Area, if applicable) for the purpose
of your direct or internal recruitment activities. The International Career
Counsellors Club will request the Candidate, on behalf of you, (which request
will explicitly state that the Candidate’s answer will not impact the
application procedure), to consent that you may keep the Candidate’s personal
data for a period of one (1) year after the application for which that
Candidate has completed the assessment has been completed or withdrawn. In
addition, the Candidate is informed that he or she may withdraw such consent at
any time.
10.7. Except for the warranties expressly provided by us in
Section 10.1, 10.5, and 10.6, Customer expressly acknowledges and agrees that,
to the maximum extent permitted by applicable law, the Services are provided
“as is” with all faults and without warranty of any kind, and The International
Career Counsellors Club hereby disclaims all warranties and conditions with
respect to the Services, either express, implied or statutory, including, but
not limited to, the implied warranties and/or conditions of merchantability, of
satisfactory quality, of fitness for a particular purpose, or accuracy.
11. Indemnification
11.1. We will defend, indemnify, and hold Customer harmless
against all damages, ?nes, penalties, settlement amounts pre-approved by us,
costs, expenses, taxes, and other liabilities (including reasonable attorneys’
fees) incurred or awarded against you in connection with any unaffiliated
third-party claim, action, demand, suit, or proceeding made or brought against
you and your Affiliates, as well as their individual officers, directors, and
employees that your use of the Services in accordance with the Agreement
infringes copyright, registered trademark, issued patent, or other intellectual
property right of such third party (“Infringement Claim”), on written demand.
We reserve the right to either (a) alter the Services to make them
non-infringing or (b) terminate the infringing Services and refund you any Fees
in the event of an Infringement Claim.
11.2. Customer will defend, indemnify, and hold The
International Career Counsellors Club harmless against all damages, ?nes,
penalties, costs, expenses, taxes, and other liabilities (including reasonable
attorneys’ fees) incurred or awarded against The International Career
Counsellors Club, our A?liates, o?cers, directors, and personnel in connection
with any claim by an una?liated third party alleging or arising out of your (a)
breach of your obligations under the Agreement; (b) failure to obtain any
appropriate license or other permissions, regulatory certifications, or
approvals associated with technology or data provided by Customer to us
including Customer Data; (c) failure to comply with your obligations in
violation of any applicable law, including data privacy laws; (d) infringement or
misappropriation of intellectual property rights of third parties; and (e)
breach of confidentiality.
11.3. The obligation to provide indemnification under the
Agreement shall be contingent upon the party seeking indemnification (i)
providing the indemnifying party with prompt written notice of any claim for
which indemnification is sought, (ii) allowing the indemnifying party to
control the defense and settlement of such claim, provided however that the
indemnifying party agrees not to enter into any settlement or compromise of any
claim or action in a manner that admits fault or imposes any restrictions or
obligations on an indemnified party without that indemnified party’s prior
written consent which will not be unreasonably withheld, and (iii) cooperating
fully with the indemnifying party in connection with such defense and
settlement.
11.4. This Section 11 (Indemni?cation) states the sole
liability of the indemnifying Party to, and the exclusive remedy of the
indemnified Party against, the other Party for any third-party claims.
12. Limitation of liability
12.1. To the greatest extent permitted by applicable law,
each Party’s total aggregate liability to the other Party or any third party
for any and all direct losses, damages, costs, or expenses arising out of or
relating to this Agreement, whether in contract, tort (including negligence),
strict liability, or otherwise, shall be limited as follows:
a) For Customers subscribed to the Starter / Basic /
Business plan:
An amount equal to fifty percent (50%) of the aggregate fees
paid or payable by Customer to The International Career Counsellors Club under
this Agreement during the twelve (12) months immediately preceding the event
giving rise to the claim.
b) For Customers subscribed to an Premium / Enterprise plan:
An amount equal to one hundred percent (100%) of the aggregate
fees paid or payable by Customer to The International Career Counsellors Club
under this Agreement during the twelve (12) months immediately preceding the
event giving rise to the claim.
12.2Except for liabilities expressly excluded from the limitation pursuant to
Section 12.4, neither Party shall be liable to the other for any indirect,
incidental, consequential, special, exemplary, or punitive damages, including
but not limited to loss of profits, revenue, business, or anticipated savings,
whether arising in contract, tort (including negligence), strict liability, or
otherwise, even if such Party has been advised of the possibility of such
damages.
12.3 The International Career Counsellors Club shall not be
liable for any damages or losses resulting from or relating to:
a) misrepresentation, fraud, or misconduct by any Candidate
performing or conducting tests or assessments via the Platform;
b) Customer’s or its users’ use of the Services in violation of this Agreement;
c) use of Beta Products or Free Plan Products, which are provided on an “as-is”
basis;
d) loss or destruction of data or documents (including Customer Data), except
to the extent caused by The International Career Counsellors Club’s breach of
this Agreement or applicable law, and subject to the applicable liability
cap set forth in Section 12.1.
12.4. The limitations of liability set forth in this Section
shall not apply to:
a) a Party’s gross negligence or willful misconduct;
b) Customer’s breach of Section 4 (User Rights and Responsibilities);
c) Customer’s breach of Section 8 (Fees and Payment Terms);
d) either Party’s indemnification obligations under Section 11
(Indemnification);
e) infringement or misappropriation of the other Party’s intellectual property
rights;
f) breach of confidentiality obligations;
g) violations of applicable data protection laws, including GDPR, to
the extent such liability cannot be lawfully limited.
13. Confidentiality
13.1. In connection with this Agreement, each Party may have
access to or be exposed to information of the other Party that is not generally
known to the public, such as software, performance, scoring, evaluation and
Customer ratings of Candidates and Customer employees, Candidate lists, product
plans, pricing, marketing and sales information, “know-how,” or trade secrets,
which may be designated as confidential or which, under the circumstances
surrounding disclosure, ought to be treated as confidential, including Customer
Data (collectively, “Confidential Information”).
13.2. Confidential Information may not be shared with third
parties unless such disclosure is to the receiving Party’s personnel, including
employees, agents, and authorized subcontractors, on a “need-to-know” basis in
connection with this Agreement, so long as such personnel have agreed in
writing to treat such Confidential Information under terms at least as
restrictive as those herein. Each Party agrees to take the necessary
precautions to maintain the confidentiality of the other Party’s Confidential
Information by using at least the same degree of care as such Party employs
with respect to its own Confidential Information of a similar nature, but in no
case less than a reasonable standard of care to maintain confidentiality.
13.3. The foregoing shall not apply to information that: (a)
was known by the receiving party prior to its receipt from the disclosing party
or is or becomes public knowledge through no fault of the receiving party; or
(b) is rightfully received by the receiving party from a third party without a
duty of confidentiality. If a court or government agency requires a receiving
party to disclose Confidential Information, the receiving party shall provide
reasonable advance notice to the disclosing party before making such a
disclosure to enable the disclosing party to see an appropriate protective
order or other such remedy.
14. Term and termination
14.1. The Agreement, including these Terms, commence on the
date when accepted or on the date as indicated in the Order Form and will
continue until all Order Forms or Services used by the Customer on the Website
have expired or have been terminated in accordance with these Terms.
14.2. The initial subscription term (“Initial Term”) starts
to run from the moment the Services are activated through the Website or as
indicated in the applicable Order Form.
14.3. Unless otherwise provided on the Website or in the
applicable Order Form, your subscription will automatically renew for
additional successive periods of equal duration to the Initial Term (each, a
“Renewal Term”, and together with the Initial Term, the “Term”) unless you or The
International Career Counsellors Club cancels the renewal. If you do not agree
to the renewal, you are entitled to terminate the renewal of the Agreement by
contacting the contact help center up to the last day of the Term. Your
continued use of the Services constitutes your acceptance and agreement to the
Renewal Term. Termination of the Agreement during the Term is not possible
unless in accordance with this Section 14.
14.4. The applicable fee for any Renewal Term will be
determined using the then-current list price based on the applicable
subscription plan on the Website for such renewed Services unless a di?erent
renewal pricing is speci?ed in the Order Form.
14.5. Either Party may terminate the Agreement and any Order
Form (in whole or in part) by providing the other Party with not less than ten
(10) days’ prior written notice in the event the other Party materially
breaches any provision of this Agreement. If the breaching Party fails to cure
the material breach within ten (10) day period following the notice of default,
the non-breaching Party may terminate this Agreement effective at the end of
the ten (10) day period, notwithstanding any other provision in this Agreement.
Regarding a material breach of Customer, The International Career Counsellors
Club may, in addition to termination, suspend the provision of certain
Services, close your accounts, and/or prohibit Customer from creating any new
accounts.
14.6. In no event will termination of the Agreement or Order
Form relieve Customer of any payment obligation of the Fees payable prior to
the e?ective date of termination.
14.7. Either Party may terminate this Agreement by written
notice with immediate effect in the event the other Party becomes insolvent or
generally unable to pay its debts as they become due or makes an assignment for
the benefit of its creditors or seeks relief under any bankruptcy, insolvency,
or liquidation proceedings.
14.8. In the event of any expiration or termination of the
Agreement: (a) The International Career Counsellors Club will invoice Customer
for any accrued but unbilled amounts, and Customer shall promptly pay any then
outstanding and unpaid amounts including any accrued but unbilled amounts owed
under the Agreement; (b) Customer shall immediately cease all use of the Services
and return or purge any and all components thereof, including returning or
destroying or causing to be destroyed any and all copies of the Documentation,
notes and other materials comprising or regarding the Services, any Candidate
Data copied, stored or otherwise transferred to Customers’ systems as well as
any The International Career Counsellors Club Data and Confidential
Information; (c) The International Career Counsellors Club will suspend access
to the Services and Customer shall no longer have access to The International
Career Counsellors Club’s platform including its historical assessments; and
(d) The International Career Counsellors Club delete to Customer all Customer
Data, all Customer Confidential Information and any other material, equipment
or information that is proprietary to Customer within sixty (60) days after the
e?ective date of expiration or termination, unless it is required to store such
data longer as required by applicable law or as required to prosecute or defend
a legal claim, in which case such information will only be retained for as long
as required to resolve the claim.
14.9. The following sections and paragraphs shall survive
the expiration or termination of the Agreement under this Section 14 (Term and
Termination): Section 8 (Fees and Payment Terms), Section 9 (Intellectual
Property and Data), Section 13 (Con?dentiality); Section 10.7 (Disclaimer),
Section 11 (Indemni?cation), Section 12 (Limitation of Liability), Section 16
(Miscellaneous) as well as the Data Processing Agreement.
15. Amendments
15.1. The International Career Counsellors Club is entitled
to amend these Terms from time to time. We will use reasonable efforts to
notify you of any material changes by posting an announcement on the Website or
by email. To the greatest extent permitted by applicable law, the new Terms
will take immediate e?ect, and your continued use of the Services following our
posting or notice of the changes will constitute your acceptance of the updated
Terms.
15.2. If we are required by applicable law to give additional notice, changes
will automatically take e?ect regarding your use of the relevant Services upon
expiry of such notice period (unless you terminate during that period) or upon
your earlier acceptance of such changes. If you have a right under applicable
law to terminate this Agreement upon receipt of such notice, you will not be
charged a fee for early termination where you exercise that right under
applicable law, but any fees previously paid by you are non-refundable and any
fees owing continue to remain due and payable
16. Miscellaneous
16.1. Compliance with laws
Both Parties warrant compliance with all applicable
anti-corruption, anti-money laundering, sanctions, export controls, and other
international trade laws, regulations, and governmental orders of the European
Union, the United Kingdom, the United States of America, the United Nations, or
any other relevant governmental authority, including obtaining all necessary
licenses and/or government approvals. Parties will promptly notify each other
in writing of any actual or potential violation of such applicable laws and
regulations in connection with the use of the Services and Parties shall take
all appropriate actions to remedy or resolve such violations, including any
actions requested by the other Party.
16.2. No class action
To the greatest extent permitted by applicable law, neither
Customer nor The International Career Counsellors Club shall be entitled to
join or consolidate claims by or against other customers or pursue any claim as
a representative of a class action or in a private attorney general capacity.
16.3. U.S. government use
The Services, including any related software and technology,
are provided solely in accordance with these Terms for United States government
end use. If you (or any users of your Customer Application) are an agency,
department, or other entity of the United States government, the use,
duplication, reproduction, release, modi?cation, disclosure, or transfer of the
Services, or any related documentation, is restricted by these Terms. All other
use is prohibited and no other rights other than those provided in these Terms
are conferred.
16.4. Talent pool
The International Career Counsellors Club is a marketplace
and provides both assessing and sourcing solutions for Customers, as well as
self-testing and job boards for job seekers. Candidates that the Customer
wishes to assess may already be part of the The International Career
Counsellors Club Talent Pool or may have an existing The International Career
Counsellors Club profile. As part of your use of the Services, you acknowledge
that The International Career Counsellors Club and our A?liates may contact
Candidates who do not already have a The International Career Counsellors Club
profile and invite them to create one after taking an assessment. This profile
enables Candidates to access their test scores and the Talent Pool. Candidates
can opt-out at any time. Candidates will not be visible in the Talent Pool if
you mark them as ‘hired’ within fourteen days of the Candidate completing their
assessment. If assessments are configured to not show the assessment results to
Candidates, they are not given the option to create a The International Career
Counsellors Club profile after taking an assessment. If you use the Services
for internal purposes, Candidates with the same email domain as the inviting
Customer are automatically excluded from the Talent Pool.
16.5. Independent contractors
The Parties are independent contractors. This Agreement
shall not create or impose an association, trust, partnership, joint venture or
other entity or similar legal relationship between The International Career
Counsellors Club and Customer. Neither Party will have any rights, power, or
authority to act or create an obligation, express or implied, on behalf of
another party except as specified in the Agreement.
16.6. Force majeure
Neither Party shall be liable to the other for any failure
to perform any of its obligations (except payment obligations) under the
Agreement during any period in which such performance is delayed by
circumstances beyond its reasonable control, such as fire, flood, war, embargo,
strike, riot, terrorism, epidemic or pandemic, or the intervention of any
governmental authority (a “Force Majeure”). In such an event, however,
the delayed Party must promptly provide the other Party with written notice of
the Force Majeure. The delayed Party’s time for performance will be excused for
the duration of the Force Majeure, but if the Force Majeure event lasts longer
than ninety (90) days, then the other Party may immediately terminate, without
any liability, in whole or in part, the Agreement by giving written notice to
the delayed Party.
16.7. Transferability and subcontracting.
Neither all nor any part of Customer’s rights or obligations
under this Agreement are assignable or transferable by Customer, whether
directly or indirectly, without the prior written consent of The International
Career Counsellors Club, and any attempt to do so shall be void, except in case
of merger, acquisition or sale of majority of assets. The International Career
Counsellors Club has the right to freely assign all or part of its rights and
obligations under the Agreement or to make use of the services of third parties
by subcontracting. Subject to the foregoing, the Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors
and permitted assigns.
16.8. Entire agreement
The Agreement constitutes the entire agreement between you
and us with respect to its subject matter and supersedes all prior oral and
written understandings, communications, or agreements. General terms and
conditions of Customer are not applicable and expressly excluded.If any
provision of the Agreement should be found to be void or unenforceable, such
provision will be stricken or modified, but only to the extent necessary to
comply with the law, and the remainder of the Agreement will remain in full force
and will not be terminated.
16.9. Execution.
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Each Party agrees that this Agreement
and any other documents to be delivered in connection herewith may be
electronically signed, and that any electronic signatures appearing on this
Agreement or such other documents are the same as handwritten signatures for
the purposes of validity, enforceability, and admissibility.
16.10. Fair Use Policy.
The following “Fair Use Policy” applies to specific
features of the Services as listed below. Its application is at the sole
discretion of The International Career Counsellors Club. If, in our reasonable
opinion, your usage materially deviates from expected norms for fair and
reasonable use, we may: (i) request that you reduce usage within two business
days; (ii) charge additional fees (in accordance with clause 8); (iii) reduce the
remaining Credit balance in your plan; or (iv) suspend or terminate access to
the specific features in question.
16.11. AI Interviews:
The average length per AI interview should not exceed 20
minutes. For Credit Based Plans exceeding 20,000 Credits, bespoke credit
consumption terms for AI interviews will apply.
16.12. ID Verification:
This feature is based on one session per Candidate. An
allowance is made for up to 5% of Candidates requiring more than one session to
complete ID verification.
16.13. Notices & publicity
Any notice, request, demand, or other communication to be
provided under this Agreement shall be in writing and shall be sent by the
email addresses provided by each Party, or at such other address as a Party may
designate by written notice to the other Party.You grant us the right to use
your name, logo, and a description of your use case to refer to you on our
website, customer lists, or marketing or promotional materials, subject to your
standard trademark usage guidelines expressly provided to us.
17. Governing law & jurisdiction
17.1. Governing law
This Agreement is governed by the laws of the State of
Delaware, USA. The United Nations Convention on Contracts for the International
Sale of Goods does not apply.
17.2. Jurisdiction
All disputes must be resolved exclusively in the courts of Delaware, and both Parties agree to submit to this jurisdiction.