Terms and conditions

© TalentAdore. All rights reserved.
TalentAdore is a trademark of TalentAdore Ltd.
TalentAdore Ltd.
Kumitehtaankatu 5
04260 Kerava
FINLAND
www.talentadore.com

Table of Contents

• Terms of Use
• Appendix 01 – TalentAdore Data Processing Agreement (DPA)
• Appendix 02 – Onboarding and Support
• Appendix 03 – TalentAdore Service Description
• Appendix 04 – Data Act Requirements

Terms of Use

1. Definitions
2. Scope Of The Agreement
3. Right To Use The Service
4. The Customer's Obligations
5. Technical Requirements
6. Third Party Software
7. Fees And Payment Term
8. Data Protection
9. Customer Data And Messages
10. Intellectual Property Rights
11. Changes
12. Confidentiality
13. Term And Termination
14. Availability And Support
15. Appendices And Order Of Priority
16. Limitation Of Liability
17. Dispute Resolution
18. Miscellaneous

1. Definitions

2. Scope of the Agreement

The scope of the Agreement is to agree on the (i) integration and development of additional features in order to deploy the Service ("Project Services"), and (ii) the Customer's right to use the Service. In addition, the Parties may separately agree on the provision of consultancy or other additional services during the term of the Agreement.

3. Right to Use the Service

3.2 The Service is made available to the Customer "as is" and "as available". This is due to the continuous development approach Talentadore follows. The Customer is solely responsible for ensuring that the Service is suitable for the purposes for which the Customer intends to use it.

3.3 Talentadore commits to providing the Service in accordance with the terms of the Agreement, ensuring, among other things, that the Service meets the requirements and specifications set forth in the Agreement.

3.4 The Customer shall not have any right to modify, decompile, reverse engineer, or access the source code of the Service or any part thereof, or allow any third party to do so.

3.5 Talentadore may suspend or restrict the Customer's access to and use of the Service with immediate effect and without any obligation to pay damages or assume liability if:

(i) the Customer places an unreasonable burden on the Service or materially disrupts other customers' use of the Service;

(ii) the Customer has used or permitted any third party to use the Service in violation of the Agreement; or

(iii) the Customer has failed to pay an outstanding invoice.

4. The Customer's Obligations

Talentadore may also suspend or restrict access with immediate effect and without liability if required to address a serious data security threat. Talentadore shall notify the Customer of any impending suspension as early as reasonably possible and provide an opportunity to remedy the situation.

4.1 The Customer shall be solely responsible for using the Service. The Customer shall also comply with all applicable laws and regulations when accessing the Service. In particular, the Customer shall not store, distribute or transmit any data or communications through the Service that are illegal or violating or promote any illegal activities. The Customer shall also ensure that its Designated Users comply with this obligation.

4.2 The Customer shall be responsible for maintaining the secrecy and security of the Designated Usersʼ IDs and passwords for the Service. The Customer is fully responsible for all feedback, activity, transaction, and operation made through the Service by using the User IDs and passwords that Talentadore provides.

5. Technical Requirements

The Service can be used via modern, generally used and data-secure web browsers that are up-to-date. Support for these browsers is provided for the most current version and two previous versions, unless otherwise required for data security reasons. The Customer is responsible for acquiring all necessary network, internet and telecommunications connections, as well as all technical equipment (including devices used by the Designated Users) required for using the Service. Technical requirements for the Customerʼs systems and the format of Customer Data may be specified by Talentadore from time to time.

6. Third Party Materials

6.1 Save for the technical requirements specified in Section 5, at the Effective Date, no third-party software is needed to be licensed by the Customer to use the Service. For all the items of Service acquired directly from Talentadore, Talentadore provides all necessary rights and licenses to use them at the Effective date.

6.2 The Customer warrants that, unless otherwise agreed between the Parties in writing, it has acquired or will acquire, as applicable, all necessary rights and licenses to any third-party materials, including, but not limited to, third party software, which the Customer requests to be integrated into the Service ("Third Party Materials"). The Customer shall have overall liability for compliance with all applicable Third Party Materials license terms, and the Customer agrees to indemnify, defend and hold Talentadore harmless, at its own cost and expense, against any third-party claims or actions where a third party claims that Talentadore's use of the Third Party Materials in accordance with the Agreement infringes upon a right of a third party.

6.3 For the avoidance of doubt, Talentadore shall not assume any liability relating to Third Party Materials, including but not limited to, delays, delivery failures or any loss or damage resulting from Third Party Materials.

6.4 If there are changes to the Third Party Materials that affect the Service, the Parties shall separately agree in writing on the required changes to the Service and the costs relating thereto.

7. Fees and Payment Term

7.1 The Fees shall be defined in the Order Form.

7.2 The Customer shall pay the Fees set out in the Order Form and comply with any payment instructions therein. Late payments will accrue interest pursuant to the Finnish Interest Act (633/1982, as amended). All Fees are stated exclusive of any income tax, value-added taxes (VAT), sales or use taxes and any other taxes, duties or levies applicable. The Customer shall be liable for any taxes and levies that may be imposed on the use of the Service. All Fees shall be paid in Euros unless specifically stated otherwise.

7.3 Talentadore reserves the right to adjust its prices annually during both the Initial Term and Additional Terms, without prior notice, based on changes in the Harmonized Index of Consumer Prices (HICP 20 EA, Eurostat). The maximum annual price adjustment will be the greater of either 5% or the percentage increase in the aforementioned index. For reference, please see: Eurostat HICP. Talentadore will inform the Customer of any Fee changes at least thirty (30) days in advance.

7.4 In addition to adjustments based on index changes as outlined in Section 7.3 above, Talentadore reserves the right to adjust the Fees after the (i) Initial Term and (ii) Additional Terms, in accordance with the changes to Talentadoreʼs price list in effect at that time. The adjusted Fees will take effect at the beginning of the following term. Talentadore will inform the Customer of any Fee changes at least thirty (30) days in advance. By renewing the Agreement, as described in section 13, the Customer accepts the Fee change.

7.5 Talentadore will invoice the Fees for the first 12-month period ("Invoicing Period") upon the Effective Date. The Fees for the subsequent Invoicing Periods shall be due on the 15th of the last month of the then current Invoicing Period.

7.6 Unless otherwise agreed between the Parties in writing, the Project Services shall be invoiced on the Effective Date.

7.7 Unless otherwise agreed between the Parties in writing, Talentadore shall invoice separately agreed consultancy or other additional services in advance upon the Customer's acceptance of Talentadore's quotation. Accrued hourly-based Fees shall be invoiced on the last working day of each month.

7.8 All amounts due under the Agreement shall be paid by the Customer to Talentadore in full without any set-off or counterclaim.

8. Data Protection

8.1 Each Party shall comply with the General Data Protection Regulation (EU) 2016/679 and any other applicable national or European or foreign data protection laws, as amended, as well as data protection authorities' orders and guidelines (collectively, "Data Protection Regulations"). To the extent the Customer Data contains any personal data, Talentadore processes such data on behalf and for the benefit of the Customer while the Customer remains (at all times) as the data controller for such personal data.

8.2 Talentadore's processing of Personal Data under the Agreement is regulated in Appendix 1.

9. Customer Data and Messages

9.1 The Customer retains the title and all Intellectual Property Rights in and to the Customer Data and the Messages. The Customer grants Talentadore a non-exclusive, worldwide, royalty-free license to use, copy, modify and otherwise exploit the Customer Data and Messages for the purposes of providing the Service to the Customer. The Customer grants Talentadore an unlimited, non-exclusive, worldwide, royalty-free, assignable, sub-licensable, perpetual and irrevocable right to use, copy, modify and otherwise exploit all anonymised and/or statistical data resulting from Customer Data and Messages. Under no circumstances may Talentadore exploit the Customer Data or Messages for any purpose other than providing the Service to the Customer or developing the Service.

9.2 Notwithstanding anything to the contrary in the Agreement, the Parties may separately agree that job applicants applying for a certain Customer's open position in the Service, may give explicit consent that Talentadore may use the data provided by such job applicant on Talentadore's Talent Pool for future recruitment opportunities.

9.3 The Customer is solely responsible for the legality, accuracy, completeness, and non-infringing nature of the Customer Data and Messages. Talentadore shall be responsible for taking back-ups of the Customer Data and Messages. Talentadore's liability for back-ups shall be limited to restoring the data to the latest functional back-up version. Talentadore shall not be liable for the destruction, loss, or alteration of Customer Data, nor for any damages or expenses incurred by the Customer as a result thereof. The Customer is solely responsible for all Messages generated through or in connection with the Service.

9.4 The Customer shall indemnify Talentadore for all damages and hold Talentadore harmless from any liability in the event of the Customer's breach of Section 9.3.

9.5 Talentadore shall take daily back-ups of the Customer Data and Messages and store them for its disaster recovery and business continuity purposes. Upon the Customer's request, Talentadore shall, within a reasonable time, provide a digital copy of the Customer Data stored and/or backed up in the Service, in a generally used electronic format that reasonably enables the review of the data.

In the event of termination or expiration of the Agreement for any reason, Talentadore shall:

(i) delete the Customer Data stored and/or backed up in the Service in accordance with its internal practices, or

(ii) upon the Customer's written request, submitted no later than two (2) weeks after the termination of the Agreement, transfer the Customer Data to the Customer, and

(iii) confirm in writing, upon the Customer's request, that the Customer Data has been deleted or transferred to the Customer.

Talentadore shall charge for any work related to the restoration or transfer of the Customer Data in accordance with its then-current price list.

10. Intellectual Property Rights

10.1 All rights, title and interest, including all Intellectual Property Rights in and to the Service and any results of the Project Services, shall exclusively belong to Talentadore (or its licensors, as the case may be). The Customer shall retain all rights, title and interest in and to any Customer Data transferred or stored by the Customer in the Service.

10.2 By submitting any Customer Data to the Service, the Customer warrants that it has obtained all necessary rights, licenses and permissions under applicable laws, decrees, regulations and agreements to submit the Customer Data to the Service and to have Talentadore process such data for the purposes of the Agreement.

11. Changes

11.1 Talentadore may, at its sole discretion, modify and update the Service or a part thereof from time to time. If such changes to the Service require technical changes to be made to the Customer's equipment or operating system, the Customer is responsible for carrying out these changes at its own expense. In the event that changes to the Customer's operating system result in errors or malfunctions in the Service, Talentadore assumes no liability for such issues.

11.2 The Customer may propose changes to the Service in writing. The Parties shall, within reasonable timeframe, engage in negotiations regarding the proposed changes. Talentadore shall without undue delay provide the Customer with:

11.2.1 brief details of the likely impact, if any, of the proposed change on any existing Service;

11.2.2 an estimate of the likely cost of implementing the proposed change, including any increase or reduction in the Fees or additional Fees payable for the proposed change; and

11.2.3 a timetable for the implementation, along with any proposals for acceptance, of the proposed change.

11.3 Talentadore shall not be under any obligation to commence work in connection with any change proposed by the Customer until the change is agreed upon by the Parties in writing.

12. Confidentiality

12.1 Each Party shall keep confidential all material and information, regardless of whether technical, financial or commercial, received in whatever form from the other Party and marked as confidential, or that should be understood to be confidential ("Confidential Information").

12.2 A Party shall have the right to:

(i) use Confidential Information only for the purposes of the Agreement;

(ii) copy Confidential Information only to the extent necessary for the purposes of the Agreement; and

(iii) disclose Confidential Information only to those of its Affiliates, subcontractors and its and their respective employees, directors and advisors that need-to-know Confidential Information for the purposes of the Agreement, subject always to confidentiality obligations at least as stringent as those set out in this Section 12.

12.3 The confidentiality obligations under this Section 12 shall not, however, be applied to any material or information:

(i) that is generally available or otherwise public, other than if it is made generally available or public through a breach of the Agreement by the receiving Party;

(ii) that a Party has rightfully received from a third party who is not bound by a restriction of nondisclosure or confidentiality;

(iii) that was demonstrably in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto;

(iv) that a Party has developed independently without using Confidential Information received from the other Party; or

(v) that a Party must disclose pursuant to the applicable laws or other order issued by the authorities or by judicial order. If a Party is required to disclose the other Party's Confidential Information as set out herein, such Party may disclose the requested Confidential Information provided that such Party provides prompt written notice of such disclosure (if allowed by applicable laws) and, at the request of the other Party, provides reasonable assistance in obtaining an appropriate protective order or other similar relief.

12.4 The confidentiality obligations set out in this Section 12 shall survive any termination or expiration of the Agreement and shall remain in force during the term of the Agreement and for a period of five (5) years from the termination or expiry of the Agreement.

13. Term and Termination

13.1 The Initial Term, and the Additional Term(s) are specified in the Order Form. The Agreement shall enter into force on the Effective Date and, except for any termination rights under this Section 13, shall remain in effect for the Initial Term. Upon the expiry of the Initial Term, the Agreement shall automatically renew for subsequent Additional Term(s), unless either Party provides written notice of termination to the other Party within the notice period specified in the Order Form prior to the expiry of the Initial Term or the then-current Additional Term.

13.2 If the Customer terminates the Agreement under Section 13.1, the Customer agrees to attend to a meeting with Talentadore to discuss the reasons for the termination.

13.3 Each Party may terminate the Agreement with immediate effect upon written notice to the other Party if (i) the other Party becomes insolvent, applies for or is adjudicated in bankruptcy, liquidation or corporate restructuring, or otherwise ceases to carry on its business, or (ii) the other Party is in material breach of the terms and conditions of the Agreement and fails to remedy such breach (if remediable) within forty-five (45) days from the date of receipt of a written notice from the non-defaulting Party. Notwithstanding anything to the contrary in the Agreement, Talentadore shall always be allowed at least thirty (30) days to remedy the breach, calculated from the date of agreeing an action plan in writing with the Customer.

13.4 Except as expressly provided in this Agreement, all Fees paid by the Customer are non-refundable, regardless of the circumstances, including but not limited to termination, suspension, or reduction in scope of the Agreement or Services. Notwithstanding the aforesaid, if the Customer terminates the Agreement based on Section 13.3, Talentadore shall return the monthly Service Fee paid in advance for the period extending beyond the date of termination of the Agreement.

14. Availability and Support

14.1 The uptime of the Service, calculated based on business hours Mon-Sun 8:00-18:00 (EET), shall be 98 percent or higher, calculated over one (1) calendar month period. Talentadore shall not be responsible for any Service failure caused by issues with the Customerʼs system or the network connections.

14.2 In the event of a failure to achieve the agreed service level, the Customer is entitled, upon the Customer's request, to a reduction in the monthly Fee as follows:

14.3 If there is an interruption, Talentadore will use commercially reasonable efforts to resolve the issue and make the Service available as soon as practicable.

14.4 Talentadore has the right to interrupt the provision of the Service temporarily for maintenance of the Service ("Scheduled Downtime"). Talentadore seeks to notify the Customer of the Scheduled Downtime in advance and to restrict and schedule the interruptions so that they cause as little inconvenience to the Customerʼs activities as possible. Scheduled Downtime does not reduce the calculated uptime.

14.5 If Talentadore fails to satisfy the uptime of 98 % for two (2) consecutive months or in three (3) months over a period of six (6) consecutive months, the Customer is entitled to terminate the Agreement within a thirty to ninety (30-90) days (according to the choice of the Customer) notice period and to be reimbursed for the monthly Service Fee paid in advance for the period extending beyond the date of termination of the Agreement.

15. Appendices and Order of Priority

15.1 The following Appendices form an integral and inseparable part of the Agreement:

Appendix 1 Data Processing Agreement
Appendix 2 Onboarding and Support
Appendix 3 Service Description

15.2 In the event of any discrepancy between the content of the Terms of Use and the Order Form, the Order Form shall prevail. In the event of any discrepancy between the Appendices and the Terms of Use, the content of the Terms of Use shall prevail. In the event of any discrepancy between any of the Appendices, the Appendix with the lowest number shall prevail. For the avoidance of doubt, Appendix 1 shall take precedence over these Terms of Use, the Order Form, and any other Appendices in respect of processing of Personal Data.

16. Limitation of Liability

16.1 Neither Party shall be liable to the other Party for any indirect or consequential damages (whether in contract, tort, including negligence, breach of statutory duty, or otherwise), loss of profits, loss of revenue, loss of business or loss of goodwill.

16.2 The total aggregate liability of a Party towards the other Party, including possible liquidated damages and service credits, shall not exceed one hundred (100) percent of the Fees paid to Talentadore in the twelve (12) month period preceding the cause of action giving rise to a claim.

16.3 Notwithstanding Section 16.2, the total aggregate liability of a Party towards the other Party for breach of its obligations in Appendix 1 shall not exceed two hundred (200) percent of the Fees paid to Talentadore in the twelve (12) month period preceding the cause of action giving rise to a claim.

16.4 The limitations of liability under this Section 16 shall not apply to: (i) wilful misconduct or gross negligence; (ii) a Party's indemnification obligations; (iii) breach of Talentadore's Intellectual Property Rights, or (iv) breach of confidentiality obligations.

17. Dispute Resolution

17.1 The Agreement, including the arbitration clause, and any dispute, claim or controversy arising out of or relating to the Agreement, or the breach, termination or validity thereof, are governed by the laws of Finland without regard to its principles and rules on conflict of laws.

17.2 Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland and the language of the arbitration shall be Finnish. However, material may also be submitted in English, if the arbitral tribunal deems it appropriate.

18. Miscellaneous

18.1 Amendments
Any amendment to the Agreement shall be in writing and shall have no effect until signed by duly authorized representatives of both Parties. Notwithstanding the foregoing, if required by (a) mandatory laws, or (b) changes made by third parties to the license terms of third-party components included in the Service, Talentadore is entitled to amend the Agreement and any appendices by providing the Customer with a thirty (30) days' prior written notice. If the Customer does not accept the change made by Talentadore to the Agreement or its Appendices, the Customer has the right to terminate the Agreement by notifying Talentadore in writing at least fourteen (14) days prior to the effective date of such change.

18.2 Severability
If any part of the Agreement is determined to be invalid or unenforceable, such determination shall not invalidate any other provision of the Agreement. The Parties shall attempt, through negotiations in good faith, to replace any such invalid or unenforceable part of the Agreement with a comparable provision that is enforceable and valid. The failure of the Parties to reach an agreement on such a replacement provision shall not affect the validity of the remaining provisions of the Agreement.

18.3 References
Talentadore may use the Customer's name in its public relations material and any other marketing material only if agreed upon in advance in writing (e.g., by email) with the Customer. For clarity, Talentadore has the right to mention the Customer in non-public sales meetings.

18.4 Force Majeure
In the event that either Party is unable to perform any of its obligations under the Agreement or to enjoy any of its benefits because of any strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a "Force Majeure Event"), the Party who has been so affected shall give notice immediately to the other Party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of non-performance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been affected may, by giving written notice, terminate the Agreement effective immediately upon such notice or at such later date as is therein specified.

18.5 Language, Notices
The controlling language of the Agreement and in all future communications shall be English. Any notice or other communication that a Party must or may give to the other Party under the Agreement must be in writing and must be sent by prepaid first class registered mail, courier service or email, to the address specified in the Order Form or other address informed by the receiving Party in writing. A notice sent by email is considered received on the day it is sent unless the sender receives a delivery failure message. A notice sent by prepaid first class registered mail is considered received five (5) days after it is mailed. A notice sent by courier service is considered received when it is delivered. A Party shall inform the other Party of changes in its contact persons without delay.

18.6 No waiver
A failure by any Party at any time or times to require performance of any provisions of the Agreement shall in no manner affect its right to enforce the same, and the waiver by any Party of any breach of any provision of the Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or waiver by such Party of any breach of any other provision hereof.

18.7 Entire Agreement and Headings
The Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements relating to the subject matter hereof. The Agreement shall be construed as having been mutually drafted by the Parties without regard to any actual division of responsibility in the drafting hereof. Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of the Agreement.

Appendix 01 – TalentAdore Data Processing Agreement (DPA)

1. Background and Conflict Rules
2. Processing of Talent Pool Data
3. Definitions
4. Processing of Personal Data
5. Customer's Instructions
6. Supplier's General Obligations
7. Data Security
8. Subcontractors
9. Transfers of Personal Data
10. Auditing
11. Term and Termination
12. Appendix – Subcontractors

1. Background and Conflict Rules

The Parties have entered into a service agreement (the "Agreement") based on which the Supplier provides TalentAdore Software as a Service (the "Service") to the Customer. The Parties acknowledge that the Customer acts as a Data Controller and the Supplier is the Data Processor processing Personal Data on behalf of the Customer for the purpose of providing the Service.

This DPA sets out the terms and conditions for the processing of Personal Data by the Supplier on behalf of the Customer under the Agreement and forms an inseparable part of the Agreement. In the event of any discrepancy between this DPA and the Agreement, this DPA prevails.

2. Processing of Talent Pool Data

The Supplier maintains a Talent Pool of potential job applicants who have provided their consent to the Supplier for future recruitment opportunities. For the sake of clarity, any processing relating to and in connection with the Talent Pool is carried out by the Supplier as a Controller. Terms set out in this DPA shall not apply to the processing of Personal Data relating to and in connection with the Talent Pool.

3. Definitions

Unless otherwise defined in this DPA, terms used in this DPA, such as "Data Controller", "Data Processor", "Data Subject", "Personal Data" and "Supervisory Authority" have the meanings as defined in the Data Protection Regulations.

4. Processing of Personal Data

4.1 Processing of Personal Data under this DPA is for the purpose of providing the Service to the Customer. Processing of Personal Data in this context refers to use, restructuring, maintenance, storage and other processing activities necessary for the provision of the Service to the Customer. The categories of Data Subjects processed for the purposes of the Service include the Customer's job applicants, employees and users of the Service. Type of Personal Data processed contains basic Personal Data (such as name, phone number, email and other contact information), job applications, CV information, messages from the Customer to the Data Subject and any other Personal Data uploaded to the Service by the Customer under the Customer's accounts.

4.2 Personal Data is processed as long as the Service is provided under the Agreement and after that if required by applicable law or contractual obligations or rights of either Party.

5. Customer's Instructions

5.1 The Supplier shall process Personal Data in accordance with the Data Protection Regulations and the Customer's written instructions as established in this DPA or in other written communication from the Customer to the Supplier. The Parties agree that on the Effective Date of this DPA, the instructions given by the Customer on processing of Personal Data are primarily given in this DPA. In case the Customer provides instructions to the Supplier which cause additional work from the Supplier which is not considered minor (minor is less than 100 EUR), the Supplier is entitled to charge such costs from the Customer on time and material basis, provided that prior to taking any measures that would lead to such additional costs and expenses, the Supplier shall seek prior written approval of the Customer. The Supplier shall immediately inform the Customer if, in its opinion, an instruction by the Customer infringes any provisions in the Data Protection Regulations.

6. Supplier's General Obligations

6.1 The Supplier commits to providing the Service under the Agreement in a way which is compliant with the Data Protection Regulations.

6.2 The Supplier shall assist the Customer by appropriate technical and organizational measures in complying with the requests concerning Personal Data from a Data Subject or the Supervisory Authority or any other law enforcement or regulatory authority by providing readily available information and functionalities through the Service. Additionally, the Supplier shall assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 under the GDPR, taking into account the nature of processing and the information available to the Supplier. The fulfillment of the aforementioned Supplier's obligations is at no additional cost to the Customer. The Supplier shall ensure that the information and functionalities readily available through the Service are sufficient for the fulfillment of the requirements of the Data Protection Regulations.

6.3 In case the Customer requires the Supplier to assist the Customer in a manner that does not fall under Section 6.2 above, i.e. by requiring the Supplier to create information which the Customer does not have or cannot acquire through the Service and the fulfillment of such request causes additional work from the Supplier that is not considered minor (less than 100 EUR is minor), the Supplier is entitled to charge the Customer for costs and expenses that were incurred as a result of complying with such request, provided that prior to taking any measures that would lead to such additional costs and expenses, the Supplier shall seek prior written approval of the Customer.

6.4 The Supplier shall inform the Customer, without undue delay, if it receives a request from a Data Subject seeking to exercise his or her rights under the Data Protection Regulations. Notwithstanding the foregoing, the Supplier may provide the Customer with functionalities in the Service that enable the Data Subject to request and receive a copy of Personal Data concerning the Data Subject. In such a case, the Supplier shall not inform the Customer as specified in this section 6.4.

6.5 The Supplier shall maintain records of processing activities under its responsibility to ensure the Supplier's own compliance as a Data Processor with the Data Protection Regulations, and upon the Customer's written request the Supplier shall make available to the Customer such records to the extent necessary to demonstrate compliance with the Supplier's obligations set out in this DPA and in the Data Protection Regulations.

7. Data Security

7.1 The Supplier shall, in accordance with Article 32 of the GDPR, implement and maintain appropriate technical and organisational measures to ensure an appropriate level of security of the Personal Data and to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure for the purposes of the Service.

7.2 In the event of a Personal Data Breach, the Supplier shall notify the Customer without undue delay and no later than 36 hours after becoming aware of the Personal Data Breach and take all reasonable steps to mitigate any damage resulting from such breach. The notification shall contain the following information:

(a) description of the nature of the Personal Data breach, including where possible the categories of Data Subjects and the Personal Data concerned;

(b) the name and contact details of contact point where more information can be obtained;

(c) a description of likely consequences of the Personal Data Breach; and

(d) a description of the measures taken or proposed to be taken to address the Personal Data Breach.

The information may be provided in phases if it is not possible to provide the information at the same time.

7.3 The Supplier shall cooperate with and assist the Customer, at the Customer's written request, in relation to the Personal Data Breach notifications made to supervisory authority as required under the Data Protection Regulations. The Supplier shall document the Personal Data Breaches and have the documentation available to the Customer upon the Customer's written request.

8. Subcontractors

8.1 The Supplier is entitled to use subcontractors for the purposes of processing Personal Data when providing the Service under the Agreement. The Supplier provides information on its subcontractors at the Subcontractor List on its Web Site. The Customer hereby consents to the Supplier's use of subcontractors as described in this section and as listed on the Subcontractor List.

8.2 The Supplier is free to reduce the number of subcontractors without specific notice.

8.3 The Supplier shall update its Subcontractor List and inform the Customer in writing at least 14 days prior to the intended addition of a subcontractor intended to process Personal Data for the purposes of the Agreement. If the Customer objects for a justified reason, the Customer shall give the Supplier a reasonable time to find a replacing subcontractor. If the Supplier is not able to find a replacing subcontractor and the use of this specific subcontractor cannot be discontinued, the Customer shall have the right to terminate the Agreement by written notice before the effective date of the change.

8.4 The Supplier shall use its commercially reasonable efforts to ensure that its subcontractors are subject to equivalent requirements regarding confidentiality and data protection, as set out in this DPA. The Supplier remains responsible for its subcontractors and their compliance with the obligations of this DPA.

9. Transfers of Personal Data

9.1 All services, including any required subcontractors and customer service, are located and managed within the EU/EEA area.

9.2 The Supplier is entitled to transfer Personal Data to third countries outside the EU/EEA provided that (1) the Supplier has informed the Customer of the transfer at least fourteen (14) days prior to the intended transfer; and (2) the third country in question provides an adequate level of protection for the Personal Data and the Supplier has entered into Standard Contractual Clauses (Processor-to-Processor) with the relevant Subcontractor. Notwithstanding the foregoing, the Standard Contractual Clauses will not apply if the Supplier has adopted an alternative transfer mechanism, or the European Commission has issued an adequacy decision of the third country in question.

9.3 The Customer is entitled to receive information from the Supplier at any time on the location where the Personal Data is processed on the Customer's request.

10. Auditing

10.1 The Customer has a right to perform an audit of the Supplier in order to verify compliance of the Supplier with this DPA. This right will be exercised by appointment of a recognized, independent third-party auditor with proven experience in the field. The auditor shall commit to secrecy as required by the Supplier, covering i.a. the audit report covering this DPA. The Parties shall jointly appoint the auditor. The Customer shall pay the cost of the audit and all costs incurred to the Supplier in connection to the audit.

10.2 The Supplier shall contribute to the audit in so far this is possible and with reasonable measures. The Customer will announce the audit at least 14 days before it takes place by written communication to the Supplier.

10.3 In the event of an audit request directly from a Supervisory Authority, the Supplier must cooperate with the Customer in answering the request.

10.4 The Parties agree that the Supplier has the right to provide the Customer with an audit report covering this DPA and especially the technical and organizational security measures at its own costs. In this case, the Customer agrees that the Customer's rights to audit the Supplier have been satisfied and that the Customer has no additional right under Sections 10.1 and 10.2 to audit the Supplier provided that

(a) the audit has been performed by a recognized, independent third party with proven experience in the field;

(b) the audit report is no older than 12 months; and

(c) there are no imminent and identifiable threats or risks that could jeopardize the security of the Service.

11. Term and Termination

11.1 This DPA shall become effective when signed by both Parties and shall continue in force until the termination of the Agreement.

11.2 Upon termination of the Agreement or upon the Customer's written request, the Supplier shall either destroy or return to the Customer or a third party designated by the Customer in writing the Personal Data processed hereunder. If not instructed otherwise in writing by the Customer, the Supplier shall delete and destroy the Personal Data processed hereunder after two (2) months of the termination of the Agreement. In case the Customer gives the Supplier such instructions, or requests that the Personal Data shall be returned to the Customer or to a third party, the Customer shall reimburse all additional costs and expenses, if any, incurred by the Supplier due to the Supplier's compliance with such instructions, the amounts of which shall be determined and reimbursed on a time and material basis and on the basis of the fee rates set out or referenced in the Agreement, unless agreed otherwise between the Parties.

Appendix – Subcontractors

TalentAdore uses the following sub-processor(s) for the purpose of processing personal data. Other sub-processor(s) may be used to process data which is not classified as personal data. In addition, as part of the Data Processing Agreement (DPA), TalentAdore has signed Standard Contractual Clauses (SCCs) with those sub-processors residing outside the EU/EEA.

The current list of subcontractors (sub-processors) can be found here:
https://help.talentadore.com/en/articles/272417-list-of-talentadore-hire-sub-processors

Appendix 02 – Onboarding and Support

1. Introduction
2. Onboarding Overview
3. Support
4. Responsibility (RACI) Matrix – Onboarding

1. Introduction

We are proud to introduce you to the TalentAdore Hire. A tool that reinvents recruitment and touches people's hearts. We believe that providing a great candidate experience should be a top priority in any recruitment process, along with finding the right talent for the job.

TalentAdore's solution enables you to streamline manual and repetitive tasks where human input adds little or no value. This saves time and helps to focus on the core of your work: the people.

Our Customer Success and Technical Support teams are dedicated to guide you through the essential milestones in the onboarding process, and ensure that you are on a good path to reaching your desired objectives. We believe that close collaboration is the key to mutual success, therefore, we encourage active dialogue and continuous feedback.

We look forward to our first meeting with you!

Customer Success Team

2. Onboarding Overview

After the contract has been signed, the onboarding process thus the implementation begins! Below you can see an overview of the process timeline. However, please note that implementation timelines can vary based on the available resources and timeline of deliverables on the customer side.

Kick-off meeting

• The first step of the onboarding is a kick-off meeting, where shared milestones and timeline will be determined to track progress against the plan and to ensure optimal support. After the meeting, the Customer Success team will send you an email asking for basic information necessary for the initial setup of your company profile.
• Content: customer objectives for recruitment and TalentAdore usage, scope of the set-up, naming stakeholders, timeline for the onboarding

Phase 1: Onboarding

• At the end of the onboarding period, your company's admin users will have an understanding of how to use TalentAdore's main functionalities and how the company-specific settings can be configured.
• Training happens mainly through video tutorials and via guides, followed by common TalentAdore Q&A webinar sessions. Tailored training sessions with your company's TalentAdore users will be arranged during this phase as agreed in the contract.
• Onboarding period will be considered as completed typically when the first job ad has been published.

Phase 2: Adoption

• When entering the adoption period, you will start managing recruitments in TalentAdore. The support guides, videos and monthly thematic webinars will provide you great support to adjust further your configurations, but the Customer Success and Technical Support team can also help you tailor your workflows to match your business needs.
• Training sessions for your company's TalentAdore users can be arranged during this phase as agreed in the contract or as additional service.
• When the adoption period is coming to an end, a touchpoint will be organized to obtain feedback on your experience with TalentAdore's solution and to explore how to maximize the return on your technology investment even further.

After the Adoption period, the Customer Success team will be happy to organize periodical review meetings with you to collect your feedback and discuss any open issues or questions you may have.

Deliverables

• Kick-off package – (1 hour)
• All-encompassing information package on how to get started with your user and company configuration as well as a detailed guide the information required to set up domain white-labelling
• Configuration and training – video tutorials and guides (2-6 hours)
• Configuration of basic settings
• Guidance on white-labelling & setting up RSS feed
• Training on customising recruitment flows, feedback templates, status update messages, Talent Community settings & messages
• Setup, configuration and testing of integrations in scope of the implementation
• Access to monthly Q&A webinars (in Finnish and English) on onboarding related topics

3. Support

TalentAdore offers its customers in-app support and access to our online knowledge base. Additionally we provide customer support during Finnish business hours from 9:00 a.m. to 5:00 p.m. (EET), excluding Finnish national holidays, according to the following:

* The support SLAs apply only to in-app support (not to requests sent via email).
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*) First response indicates the time when a support ticket is assigned to a Support's personnel who starts working on the case. Given the varying complexity of the root causes, TalentAdore is unable to offer any guaranteed resolution times.
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**) Cost option

4. Responsibility (RACI) Matrix – Onboarding

RACI = Responsible/Accountable/Consulted/Informed

Responsible: The Party who is primarily responsible for completing a specific task or activity. The responsible Party performs and carries out the work.

Accountable: The Party who is ultimately accountable for the outcome of a task or activity. This accountable Party oversees and approves the work performed by the responsible Party.

Consulted: The Party who needs to be consulted or involved in the task or activity. This Party provides expertise, information, or feedback, but is not directly responsible for executing the task.

Informed: The Party who needs to be kept informed about the outcome of a task or activity. This Party should receive updates and reports on progress and results but is not directly involved in the execution of the task.

Appendix 03 – Service Description

IMPORTANT NOTE TO USERS: This Software-as-a-Service (SaaS) is provided by TalentAdore Ltd. as is and any express or implied warranties, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose are disclaimed.

In no event shall TalentAdore, or its affiliates, subsidiaries or suppliers be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this SaaS, even if advised of the possibility of such damage.

TalentAdore reserves the right to make changes without further notice to any products herein.

1. Product Profile
2. Solution Overview
3. Interfaces

1. Product Profile

TalentAdore Hire is a recruitment software that takes advantage of Artificial Intelligence (A.I.), clever automation and Natural Language Processing (NLP). The solution helps your company to enhance your Employer Brand by focusing on Candidate Experience. It also streamlines your recruitment process and automates manual and repetitive tasks.

Our company brings the human touch back to recruitment and, on a global scale, is a top candidate communication solution provider. At the same time, we are building a powerful HR & Recruitment ecosystem by integrating value-adding tools to our solution. In other words: TalentAdore has created a true Engagement Platform, an amazing tool that touches people's hearts.

1.1 The Product Suite

TalentAdore Hire is a tool that integrates Applicant Tracking System, Artificial Intelligence (A.I.) assisted communication technologies and advanced automation. TalentAdore Hire empowers recruiting companies to give highly personalised status updates and feedback messages to each job candidate — individually and with no extra time. You can handle the entire recruitment process from job postings to hiring decisions and to measuring employer brand in real time, as well as building your own Talent Communities.

1.1.1 Unique Differentiators of the Solution

All in all, the solution is as much a TalentAdore Hire, which handles the entire end-to-end recruitment and Talent Community, with state-of-the-art AI algorithms; as a clever Marketing Automation System that targets job candidates.

We use Artificial Intelligence (A.I.) and Natural language processing (NLP) to make the magic happen, and we have a patent for our NLP based ways to provide each candidate with personalised communication. Candidates benefit from our solution by knowing all the time what's going on in the recruitment process. And, if they are not selected, they know why.

Please find below some of the areas where we see we differ from other HR tech solutions:

• Thinking about the process from the candidates' perspectives (candidates are often direct or indirect customers).
• Being easy-to-use, plug & play, scalable and low-complex.
• Concentrating clearly also on the 99 out of every 100 applicants who do not become selected (and not only on the one who becomes selected).
• Engagement on an individual level with the Talent Community.
• Strong support for data collection, reporting and data-based decision making.

1.2 High-quality Professional Services

On top of TalentAdore's superior customer support and training, we also offer a wide range of additional high-quality services that aim to boost and optimise the usage of our solution.

1.2.1 Connections and Integrations

We offer integration services, which enable seamless connections and integrations into a number of platforms, such as existing HR and CRM platforms.

1.2.2 Data Migration

Our data migration service makes it possible to migrate the data from customers' previous systems to the TalentAdore Hire.

1.2.3 Customisation

Customisations optimise the user and candidate experiences by adopting company-specific details into the system, such as visual guidelines, and the overall look and feel for job ads and application forms.

1.2.4 Consultancy Services and Data Analysis

Our additional consultancy services help the customer use our solution in a more advanced way and gather selected relevant data for optimised decision-making. Typically, the content and context are separately agreed for each assignment and are subject to additional costs.

Some examples of possible areas for consultancy:

1. In-depth and detailed data analysis on candidate experience and employer branding.
2. Customised widgets for data metrics and data analysis.
3. Data analysis and recommendations for improving hiring activities.
4. Surveys and market studies (e.g. candidate experience, conversions, employer brand perceptions).

1.2.5 Training

A wide array of training services is available to ensure you obtain the best possible value out of our solution.

1.3 Strong and Long-lasting Partnerships

TalentAdore has developed and continues to seek partnerships with premier HR technology companies that will expand our abilities to develop a top-notch HR & Recruitment solution ecosystem for our customers.

Our partners include recruitment tool providers, HR system providers, and other solution and service providers. Together with them, we provide our customers with a solid and comprehensive solution platform for their recruitment and HR related needs across the world.

At the moment, we have several partnerships that add value to our solution. One example is the video interview capability by RecRight. Another example is full bidirectional integration to SAP SuccessFactors.

2. Solution Overview

Our solution changes the rules of recruitment. By putting candidates into the centre of your attention, your recruitment is no longer a cost generating function but a strategic matter that truly impacts your company's business results. TalentAdore Hire is the only recruitment software that uses Artificial Intelligence (A.I.) and Natural Language Processing (NLP) to empower your recruiters to communicate individually through highly personalised status updates and feedback. In this way, you are able to make every job candidate your biggest advocate.

By giving feedback to each candidate, you ensure that top candidates will consider applying and working for your company in the future, too. Furthermore, you can save the best candidates to Talent Communities, so that you can contact them when their skills are needed, and thus do not have to wait for good candidates to apply. This "Talent-on-Demand" approach will ease your HR professionals' and hiring managers' jobs, as each recruitment does not have to be initiated from scratch but rather may be sourced directly from the Talent Community.

In TalentAdore Hire, we integrate three critical areas:

• End-to-End Applicant Tracking Systems (ATS)
• Candidate transparency and automated communication with help of AI and NLP to support candidates' need for social interaction
• Marketing Automation system for candidates that, with personalised content enriched status updates and feedback, nurtures them throughout the process.

2.1 Functionality

The features of the following tables are offered, as presented in the Customer meetings. Some features of the system may be absent from the list below. Some features may require integration and/or maintenance work that involves additional cost. Some features may be subject to additional cost. Any possible third-party costs are excluded from the TalentAdore pricing and the Customer has the responsibility to acquire and pay for the licenses and other rights required by these third parties. The features are subject to changes without further notice.

3. Interfaces

TalentAdore Hire consists of over 50 internal APIs. As need be, these are possible to be opened for external usage. These APIs are being used internally as if they were external APIs. They provide functionalities such as retrieving positions and candidates, receiving and submitting candidate evaluations, receiving and submitting data to and from the communication A.I., sending and receiving calendar invites, data analytics and sending messages to candidates.

TalentAdore has already made successful integrations with, for example, RecRight (video interviews), and multiple HR Platforms such as the SAP SuccessFactors Recruiting Module. TalentAdore is an official partner of many HR systems, such as SAP and featured in SAP App Center. These integrations to major HR ecosystems make use of the above mentioned TalentAdore APIs.

Appendix 04 – Data Act Requirements

1. Background and Scope

1.1 The Service for which the Customer has been granted usage rights under the agreement between the Parties ("Agreement") qualifies as Data Processing Services within the meaning of Regulation (EU) 2023/2854 ("Data Act"). Accordingly, this Appendix 04 – Data Act Requirements ("Data Appendix") is established to address the regulatory obligations applicable to such Services under the Data Act. The purpose of this Data Appendix is to support the Parties in ensuring compliance with the requirements set forth therein. This Data Appendix applies solely where the Customer qualifies as a user as defined in Article 2(12) of the Data Act and the Service meets the definition of Data Processing Services under Article 2(8).

1.2 This Data Appendix forms an integral part of the Agreement. In the event of any conflict or inconsistency between this Data Appendix and other contractual arrangements between the Parties, this Data Appendix shall prevail, but only to the extent the matter falls within the scope of the Data Act. In all other respects, the Agreement shall remain in full force and effect.

1.3 Notwithstanding Clause 1.2 above, where the data processed under this Data Appendix constitutes personal data within the meaning of Regulation (EU) 2016/679 (General Data Protection Regulation, "GDPR"), such processing shall be primarily governed by the provisions of Appendix 01 – TalentAdore Data Processing Agreement. The Parties undertake to comply with all applicable data protection laws and regulations in the performance of their obligations under this Data Appendix.

2. Definitions

2.1 For the purposes of this Data Appendix, "Service(s)" refers to the Data Processing Services provided by Talentadore to the Customer under the Agreement.

2.2 All capitalized terms used but not defined in this Data Appendix shall have the meanings assigned to them in the Agreement. Where no definition is provided in the Agreement, the relevant definitions set out in the Data Act shall apply.

3. Termination for Convenience and Early Termination Fee

3.1 The Customer shall have the right to terminate the Agreement for convenience at any time by providing Talentadore with two (2) months' prior written notice, irrespective of any agreed fixed-term contract period.

3.2 If the Customer terminates the Agreement for convenience prior to the expiry of the fixed contract term, the Customer shall pay to Talentadore an early termination fee equal to the total fees that would have been payable by the Customer for the remainder of the fixed contract term had the Agreement not been terminated. This fee is intended to reasonably compensate Talentadore for the commercial and technical investments made in reliance on the Agreement, including but not limited to onboarding efforts, system configuration, resource allocation, and infrastructure commitments. The early termination fee shall be payable within thirty (30) days of the effective date of termination.

4. Switching and Termination Assistance

4.1 Upon expiry or termination of the Agreement, Talentadore shall, at the Customer's request, either:

a) provide reasonable assistance in transferring the Customer Data stored in the Service to a third party designated by the Customer ("Switching"); or

b) delete the Customer Data from the Service, subject to any mandatory data retention obligations under applicable law.

4.2 Unless otherwise agreed in writing, Talentadore's obligation to assist with Switching shall cease, and the Customer Data stored in the Service shall be deleted, three (3) months after the expiry or termination of the Agreement. If the Customer considers this three (3) month period insufficient for the transfer of its Data, it shall notify Talentadore as soon as reasonably possible, after which the Parties shall negotiate an extension of the period in good faith.

4.3 If the Customer does not submit a request to Talentadore to transfer or delete its Data within thirty (30) days following the expiry or termination of the Agreement, Talentadore shall be entitled, upon prior notice to the Customer, to delete the Customer Data three (3) months after the end of the aforementioned thirty (30) day period.

4.4 The Agreement and the Parties' obligations thereunder shall be deemed fully terminated—subject to any provisions intended to survive termination—upon the occurrence of any of the following events and written confirmation from Talentadore to the Customer:

a) successful completion of Switching, i.e., the Customer Data has been transferred to the designated third party;

b) deletion of the Customer Data from the Service in accordance with the Customer's request; or

c) deletion of the Customer Data from the Service in accordance with Clause 4.3.

4.5 The categories of Data subject to transfer, as well as any exclusions from the transfer obligation, are specified in Annex A (Data Categories and Pricing) to this Data Appendix.

4.6 The procedures, technical requirements, and specific responsibilities of both Parties in connection with the Switching process are detailed in Annex B (Switching Process) to this Data Appendix.

4.7 Talentadore shall charge for any Switching-related work in accordance with its then-current price list.

4.8 Unless otherwise agreed in writing, payment terms for any fees or services under this Data Appendix shall be governed by the applicable provisions of the Agreement.

5. Security and Business Continuity

5.1 In accordance with applicable EU and national legislation, Talentadore shall implement appropriate technical and organisational measures to ensure a high level of security throughout the Switching process. This includes safeguarding the security of Customer Data during its transfer and maintaining continued protection of the Customer Data throughout the termination assistance period.

5.2 During the Switching process, Talentadore shall:

a) exercise due care to maintain business continuity;

b) continue providing the Services in accordance with the Agreement;

c) disclose any known risks that may affect the continuity of Service provision; and

d) support the Customer's exit strategy by supplying all relevant information reasonably requested by the Customer.

6. Limitations of Liability

The limitations of liability set forth in the Agreement shall apply to this Data Appendix, subject to any mandatory provisions of the Data Act and other applicable laws.

7. Annexes

7.1 The following Annexes form integral and inseparable part of this Data Appendix:

(a) Annex A (Data Categories and Pricing); and

(b) Annex B (Switching Process).

7.2 In the event of any conflict between Annex A or Annex B and the main body of this Data Appendix, the provisions of the main body shall take precedence.

Annex A – Data Categories and Pricing

1. Transferable Data

2. Exempted Data

3. Non-Exportable Data

6. Switching Charges
Applicable until 12 January 2027, Talentadore shall charge for any work related to the transfer of the Customer Data in accordance with its then-current price list.

Annex B – Switching Process

1. Data Export Specifications

2. System Interfaces and APIs

3. Security Requirements

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