Terms & Conditions

The following terms and conditions (hereafter "Terms") apply to all business relationships between Talentguide and the Client Company.

1. Definitions

1.1. "Agreement" means the contractual relationship between Talentguide and the Client Company, including the Terms including any annexes, such as Talentguide's Data Processing Agreement, and any other applicable agreement between Talentguide and the Client Company.

1.2. "API" means application programming interface, allowing two or more computer programs to communicate with each other.

1.3. "Confidential Information" of a Party means the information of such Party, whether in written, oral, electronic or other form, which (i) is explicitly marked as confidential or proprietary, or (ii) should reasonably be considered confidential or is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as confidential, including but not limited to, all materials, papers, databases, drawings, diagrams, calculations, figures, procedures, processes, business methodologies, contracts (including the Agreement), financial, technical and legal information, budgets, sales marketing, public relations, advertising and commerce plans, ideas, strategies, projections, business plans, strategic expansion plans, products and product designs.

1.4. "Client Company" shall mean the client company as specified in the Agreement.

1.5. "Client Company Data" all content, data or information provided, submitted, uploaded to or made available through the SaaS-platform (either manually or automatically via API's) by the Client Company, the Manager or the Employee.

1.6. "Data Processing Agreement" means an agreement as set forth in annex 1 to these Terms that governs the processing of personal data by or for Talentguide in accordance with the Data Protection Laws.

1.7. "Data Protection Laws" means all applicable laws relating to the processing of personal data including, while it is in force and applicable to the Client Company Data, the General Data Protection Regulation (Regulation (EU) 2016/679).

1.8. "Employee" means any employee, freelancer, contractor, consultant, supplier or other representative of the Client Company permitted by the Client Company to use the SaaS-platform for the Client Company's internal business purposes in accordance with the intended purpose of the SaaS-platform and the terms of the Agreement.

1.9. "Employee Subscription" or "ESub" means a subscription that provides authorized individuals from the Client Company the right to access, manage and optimize a personal Talentguide profile.

1.10. "Error" means any material, verifiable and reproducible failure caused by the SaaS-platform or API (specifically excluding any nonconformity resulting from misuse).

1.11. "Free Trial" refers to a limited-duration and feature-constrained period offered to a possible Client Company by Talentguide, during which Users are granted temporary access to specific features and functionalities of the SaaS-platform without charge. The duration and scope of access, including available features, are subject to modification at the discretion of Talentguide without prior notice or consent from the User. Users are granted access solely for evaluation purposes and are bound by the Terms.

1.12. "Hosting Partner" means Microsoft Azure (or such other provider of hosting services Talentguide might contract in the future, as will be notified to the Client Company from time to time).

1.13. "Intellectual Property Rights" means any and all now or hereafter existing (a) rights associated with works of authorship, including copyrights, copyrightable or mask work rights, neighboring rights and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, rights to know-how and trade secrets, and industrial property rights; (e) layout design rights, design rights, topographic right (f) Internet domain names, (g) rights to software and computer software programs (including but not limited to source code and object code), rights to data, database sui generis right and documentation thereof; and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; whether registered or not and (h) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

1.14. "Manager" means certain individual assigned by the Client Company to manage operational and strategic HR-issues and therefore designated by the Client Company to use the SaaS-platform for the Client Company's internal business purposes in accordance with the intended purpose of the SaaS-platform and the terms of the Agreement.

1.15. "Manager Subscription" or "MSub" means a subscription that provides authorized individuals from the Client Company the right to access and manage multiple Talentguide profiles of internal employees, manage internal job profiles, and manage internal learning profiles.

1.16. "Module Subscription" or "MoSub" or "Modules" means a customized subscription that provides the Client Company the right to access and utilize supplementary feature sets that expand the functional capabilities of the Talentguide environment specific to the Client Company.

1.17. "Party" means either Talentguide or the Client Company individually.

1.18. "Parties" means Talentguide and the Client Company collectively.

1.19. "SaaS-platform" means the proprietary software as a service and related services, features, content, programs or applications (web-based or mobile), powered by the Talentguide Library and developed and owned by Talentguide.

1.20. "Subscription" means the Client Company's subscription to use the SaaS-platform in exchange for the Subscription Fee and for the duration of the Agreement, as agreed between Talentguide and the Client Company in the Agreement. The Subscription can be customized and may exist of an Employee Subscription (ESub) and/or a Manager Subscription (MSub) and/or a Module Subscription (MoSub).

1.21. "Subscription Fee" means the monthly or yearly subscription fees, paid upfront, due by the Client Company in exchange for the Subscription to the SaaS-platform, as specified in the Agreement.

1.22. "Talentguide" means TalentGuide BV, a company organized and existing under the laws of Belgium, with its registered offices at Sint-Jansvest 18/1, 9000 Ghent, Belgium, registered with the company number BE 0792.555.227.

1.23. "Talentguide Library" means an exhaustive skills and activities database which constantly adapts to the dynamic skills landscape using machine learning and that applies as a foundation for the rest of the SaaS-platform.

1.24. "Third Party" a natural or legal person, a government agency or other body, not being a Party to this Agreement or an affiliated party.

1.25. "User" means the Employees and (if applicable) the Managers permitted by the Client Company to use the SaaS-platform by or on behalf of the Client Company for the Client Company's internal business purposes in accordance with the intended purpose of the SaaS-platform and the terms of the Agreement.  Furthermore, by accessing, installing, downloading or otherwise using the SaaS-platform, a User explicitly agrees to be bound by the Terms of Use. If a User does not agree to the Terms of Use, then they are not allowed to use, download or otherwise access the SaaS-platform and Talentguide does not grant the User a license to use the SaaS-platform.

1.26. "Workaround" means a suggested set of actions or recommendations intended, when properly implemented, to correct an Error in the SaaS-platform or API and/or to restore the functionality of the SaaS-platform or to provide equivalent or similar, but not inferior, functionality.

2. Applicability & Acceptance Of These Terms

2.1. These Terms take precedence over all other conditions from the Client Company or from a Third Party even where it is stated therein that only those conditions may apply and even if they were not protested by Talentguide.

2.2. By executing the Agreement, or any other document referring to these Terms or by using the SaaS-platform, the Client Company acknowledges that it has read, understands and accepts these Terms and agrees to be bound by them. If you are an employee (or contractor) of the Client Company accepting these Terms on behalf of the Client Company, you represent and warrant that (i) you have full legal authority to bind the Client Company to these Terms; (ii) you have read and understand the Terms; and (iii) you agree on behalf of the Client Company to the Terms.

3. License To Use The SaaS-platform

3.1. Subject to the full and timely payment of the Subscription Fees and compliance with the Agreement, Talentguide hereby grants the Client Company a personal, restricted, non-exclusive, non-transferrable, non-assignable and worldwide license to access and use (and to allow access and use by the Users of) the SaaS-platform, in connection with the amount of Users and during the term of the Client Company's Subscription solely for the Client Company's internal business purposes in accordance with the Agreement. The foregoing license does not include the right to access any software code (including object code, intermediate code and source code) of the SaaS-platform.

3.2. The scope of the license granted pursuant to clause 3.1 is limited to the number of Users and the chosen Modules as specified in the Agreement.

3.3. Talentguide has the right to monitor the use of the SaaS-platform and to verify whether the use is in compliance with the Agreement. In the event, if such audit would demonstrate that the Client Company exceeds the amount of users by whom the SaaS-platform can be used, Talentguide shall be entitled to charge the corresponding increased Subscription Fee on a pro rata basis for the remaining duration of the Agreement by sending a correcting invoice and the license granted pursuant to clause 3.1 shall automatically be increased accordingly for any renewal terms granted in accordance with the Agreement.

3.4. The Client Company may, at any time, expand its license to use the SaaS-platform (in connection with additional users) at the then-current conditions and rates offered by Talentguide. Talentguide will send an additional invoice to formalize this expanded license. No new Agreement needs to be signed. The expanded license shall be activated immediately and will continue for the remaining duration of the Agreement. All provisions of these Terms shall, mutatis mutandis, apply to this expanded license.

3.5. The Client Company shall not: (i) make back-up copies of the SaaS-platform without Talentguide’s authorization; (ii) arrange or create derivative works based on the SaaS-platform without Talentguide’s express written consent; (iii) assign, distribute, sub-license, hire, transfer, sell, lease, rent, charge or otherwise deal in or encumber the SaaS-platform, or use the SaaS-platform on behalf of any Third Party or make them available to any Third Party, nor allow or permit a Third Party to do any of the same; (iv) copy, duplicate, reverse engineer, reverse compile, disassemble, record or otherwise reproduce the SaaS-platform or any part of them except as expressly provided in these Terms; (v) remove or alter any copyright or other proprietary notice on the SaaS-platform.

4. User Accounts

4.1. The Client Company shall appoint a limited number of administrators as included in the Agreement that will function as single points of contact (hereafter "SPOC").

4.2. The Client Company acknowledges and agrees that each User account is personal and that the login details may not be shared with Third Parties. If the Client Company has reasons to believe that its account details (or, if applicable, the account details of a User) have been obtained by non-authorized persons, it shall contact Talentguide as described in the Agreement immediately to suspend the User account.

4.3. Talentguide reserves the right to suspend or terminate any User account that acts in violation of these Terms or the terms of use (if any).

5. Maintenance, Support & Hosting

5.1. If the Client Company requests Talentguide to provide technical support in relation to an Error, Talentguide will use commercially reasonable efforts to provide a resolution or Workaround for Errors encountered during the usage of the SaaS-platform.

5.2. The SaaS-platform will be hosted in the datacenters of Talentguide’s Hosting Partner and such hosting is subject to the applicable service offering of the Hosting Partner.

5.3. The Client Company represents and warrants that it accepts the terms and conditions of the last version of the Hosting Partner's terms of use as available on https://azure.microsoft.com/en-us/support/legal/. The Client Company on behalf of its Users gives the Hosting Partner the permission to process all personal data as contemplated by this Agreement.

5.4. Talentguide does not warrant that the SaaS-platform shall be available on an uninterrupted basis and the Client Company agrees that the SaaS-platform may be unavailable during periods of planned or unplanned maintenance undertaken by Talentguide or the Hosting Partner. To the extent reasonably possible, Talentguide shall notify Client Company of any planned maintenance.

6. Client Company Data

6.1. All Client Company Data (including Intellectual Property Rights vested therein) shall remain the property of the Client Company. The Client Company hereby grants to Talentguide a non-exclusive, royalty-free, worldwide, sublicensable, transferable license to use, copy, store, modify, transmit and display the Client Company Data as necessary for the purposes of this Agreement. The Client Company warrants to Talentguide that it has obtained all necessary approvals from the Users (including in particular the Employees) involved to grant abovementioned license in order to use all Client Company Data for the Client Company's internal business purposes in accordance with the intended purpose of the SaaS-platform and the terms of the Agreement.

6.2. The Client Company shall indemnify and hold Talentguide harmless for any claims in relation to the Client Company Data.

6.3. The Client Company is solely responsible for the accuracy and correctness of Client Company Data. Talentguide shall in no case be responsible for damages or liability resulting from inaccurate or incorrect Client Company Data inputted in the SaaS-platform. The Client Company hereby acknowledges and agrees that the accuracy and quality of the output data is dependent on the accuracy and correctness of the Client Company Data. The Client Company shall bear full responsibility for the use, interpretation or implementation of the output data generated by the usage of the SaaS-platform and Talentguide cannot be held liable for any damage suffered by the Client Company (or, if applicable, the Users) as a result thereof.

6.4. The Client Company warrants to Talentguide that the Client Company Data shall not infringe the Intellectual Property Rights or other legal rights of any Third Party and shall not breach applicable law.

7. Intellectual Property

7.1. Talentguide exclusively owns and retains all rights, titles, interests in and to all Intellectual Property Rights in or pertaining to its SaaS-platform (including the Talentguide Library, updates or upgrades of the SaaS-platform and any underlying software, computer programs, platforms, applications, algorithms, software code and methodology pertaining thereto), its website and all the documentation and materials pertaining or relating thereto (including any copies and portions thereof), whether in machine-readable or printed form, including but not limited to (i) all software and materials which are related to the SaaS-platform, its website and (iii) all related technical know-how. The Client Company agrees to be bound by and observe the proprietary nature of the SaaS-platform. The Client Company agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the SaaS-platform, or visible during its operation, or on media or any documentation. The Client Company shall incorporate or reproduce such proprietary markings in any permitted back-up or other copies.

7.2. Talentguide does not claim to have any intellectual right, title or interest in any of the images that may be uploaded to the SaaS-platform by the Client Company. The Client Company and its Users are responsible for all content uploaded to the SaaS-platform.

7.3. It is expressly understood, acknowledged and agreed that for any reasonable suggestions, comments and feedback regarding the SaaS-platform, the Client Company grants Talentguide a worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid license to use such feedback freely for his own purposes.

7.4. The SaaS-platform may contain service marks or trademarks of Talentguide, as well as those of his affiliates or other companies, in the form of words, graphics, and logos. The use of the SaaS-platform by the Client Company does not constitute any right or license for the Client Company to use such service marks/trademarks, without the prior written permission of the corresponding service mark/trademark owner. The SaaS-platform is also protected under international copyright laws. The copying, redistribution, use or publication by the Client Company of any portion of the SaaS-platform is strictly prohibited. The use of the SaaS-platform does not grant the Client Company or the User ownership rights of any kind in the SaaS-platform.

8. Financial Terms

8.1. The Client Company will be charged a monthly or yearly Subscription Fee. The Subscription Fee will be calculated in the Agreement and depends on the license granted under any Employee Subscription (ESub), Manager Subscription (MSub) and Module Subscription (MoSub), as applicable.

8.2. The Subscription Fee is to be paid before the beginning of each contract month or year, as set out in the Agreement.

8.3. The Subscription Fee will be non-refundable. There will be no refunds or credits for partial months or years of license to use the SaaS-platform, upgrade/downgrade refunds, account cancellations, refunds for months or years unused with an open account or refunds for a lower amount of effective users then agreed in the Agreement.

8.4. During the Agreement, Talentguide shall have the right to revise the Subscription Fees. Such price adjustment shall become effective one month after Talentguide shall have informed the Client Company thereof. In the event the Client Company does not agree to such price increase, the Client Company may terminate the Agreement in accordance with this Agreement. The Client's continued use of the SaaS-platform after such price revision will constitute acknowledgment and acceptance of the modified Subscription Fees.

8.5. The Client Company must provide Talentguide with accurate billing information and keep this information up to date.

8.6. By subscribing to the SaaS-platform, the Client Company gives Talentguide the right to charge Client Company's credit card or bill Client Company via other payment methods as agreed in the applicable Agreement, for Subscription Fees connected with the SaaS-platform such as renewal fees. For any change in the Subscription Fee due to requested additional services by the Client Company, Talentguide will automatically charge the Client Company's credit card that they provided or bill the Client Company via other payment methods for the new rate on the next billing cycle.

8.7. All undisputed invoices (or parts thereof) must be paid and payment must be received within thirty (30) days after the invoice date. Disputes must be notified by registered mail (containing the reason for such disputes) within ten (10) business days after the invoice date, failure to do so shall result in the invoice being deemed accepted by Client Company.

8.8. Any amounts of undisputed invoices (or parts thereof) that have not been paid on the due date shall automatically and without notice be subject to a late payment interest equal to the rate applicable pursuant to the Belgian law of 2 august 2002 (as modified from time to time), which interest shall be compounded daily as of the due date until receipt of full payment. In addition, Client Company shall pay all costs incurred by Talentguide, as a result of the (extra)judicial enforcement of the Client Company's payment obligation under this Agreement, with a minimum of 250 EUR if the Client Company fails to pay outstanding amounts, Talentguide can suspend its obligations and Client Company's rights until receipt of payment.

8.9. In the event the use of the SaaS-platform gives rise to additional costs and/or expenses for the Client Company from Third Parties (including but not limited to software integration costs), such costs are exclusively the Client Company's responsibility and cannot be claimed from Talentguide.

8.10. The Client Company will pay any and all applicable international, federal, state, and local sales, use, value-added, excise, duty, and any other taxes, fees, or duties not based on net income of Talentguide that are assessed on or as a result of this Agreement. Any such taxes, (bank) fees, and duties collected by Talentguide from the Client Company on behalf of a governmental agency or financial institution shall not be considered a part of, a deduction from, or an offset against, payments due to Talentguide under this Agreement.

8.11. All Subscription Fees payable to Talentguide under this Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever, unless the same are required by law, in which case the Client Company undertakes to pay Talentguide such additional amounts as are necessary in order that the net amounts received by Talentguide after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding. Sums stated to be payable under this Agreement do not include any applicable value added tax or other taxes, which shall be additionally charged to the Client Company.

8.12. All prices are stated in EUR unless stated otherwise.

9. Onboarding Process

9.1. If specified in the Agreement, Talentguide may grant a Free Trial during which Users may use the SaaS-platform for trial and in any case non-production purposes, subject to these Terms. The Free Trial is provided "as is" and Talentguide does not offer any warranties for the Free Trial use of such software.

10. Confidentiality

10.1. Each Party (the "Receiving Party") understands that the other Party (the "Disclosing Party") may disclose confidential and/or proprietary materials relating to the Disclosing Party's business (Confidential Information). Each Party hereby undertakes, with respect to the Confidential Information (learned during the negotiation and/or performance of the Agreement) to (i) only use it for the performance of the Agreement; (ii) adequately protect and secure it; and (iii) keep it secret and not disclose it, to any person other than with the prior written consent of the Disclosing Party, or its agents, employees, professional advisors, subcontractors or consultants who have a direct "need to know" to such Confidential Information for the sole purposes of the execution of its rights and obligations under the Agreement. The Parties shall ensure that the aforementioned persons are bound by confidentiality obligations which are not less stringent than those set out in these Terms. Each Party shall promptly notify the other Party if it becomes aware of any breach of confidence and shall give the other Party all reasonable assistance in connection therewith.

10.2. This clause also implies that the information of different Client Companies will be treated confidentially by Talentguide, to the extent applicable.

10.3. The provisions of this clause, shall not apply to any information which: (i) is published or comes into the public domain other than by a breach of these Terms; (ii) can be shown to have been known by the Receiving Party before disclosure by the Disclosing Party; (iii) is lawfully obtained from a Third Party; (iv) can be shown to have been created by the Receiving Party independently of the disclosure under these Terms; or (v) is required to be disclosed by any law or regulation or by any judicial or governmental order or request.

10.4. The provisions of this clause ?shall continue in force during 3 years following the termination of the Agreement.

11. Privacy & Data Protection

11.1. Each Party shall comply with the applicable Data Protection Laws. Client Company represents and warrants to Talentguide that it has the legal right to disclose any personal data that it makes available to Talentguide under or in connection with this Agreement. Talentguide shall process such personal data (including but not restricted to Client Company Data) in accordance with the Data Processing Agreement ("DPA"), as set forth in annex 1 to these Terms.

11.2. If any changes or prospective changes to the Data Protection Laws result or will result in one or both Parties not complying with the Data Protection Laws in relation to the processing of personal data carried out under this Agreement, then the Parties shall use their best endeavors promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.

12. Warranties

12.1. Insofar and to the fullest extent permitted under applicable law, the SaaS-platform is provided "as-is", "as available". Talentguide does not make any other representations or warranties, express or implied, concerning any matter under this Agreement and, to the maximum extent permitted by applicable law, Talentguide disclaims any representations or warranties, express or implied, including (without limitation) any implied warranties of accuracy or completeness of data, fitness for a particular purpose, merchantability, or non-infringement.

12.2. Without prejudice to the foregoing, the Client Company understands and agrees that the use of the SaaS-platform is at the Client Company's own risk and that the Client Company will be solely responsible for its use thereof and any damages to the Client Company. 

13. Liability

13.1. Limitation of Liability. The limitations and exclusions of liability set out in this clause and elsewhere in the Agreement govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement. Subject to the maximum extent permitted by applicable law, Talentguide's liability under this Agreement in respect of each event and each calendar year (or series of connected events) shall not exceed the Subscription Fees paid by the Client Company to Talentguide under the present Agreement for a period of one (1) year prior to the date of the event (or last of the series of connected events) giving rise to the claim.

13.2. Force Majeure. Neither Party shall be liable to the other Party in respect of any losses arising out of a force majeure event, except otherwise provided in the Agreement. A force majeure event means an event, or a series of related events, that is outside the reasonable control of the Party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any Third Party, social strikes or actions, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars). For the avoidance of doubt, a temporary and short unavailability of the SaaS-platform will not lead to any liability whatsoever on behalf of Talentguide.

13.3. Indirect Liability. Under no circumstances shall Talentguide be liable to the Client Company for any indirect, punitive, special consequential or similar damages (including damages for loss of profit, anticipated savings, lost revenue or income, loss of use or production, loss of business, loss or corruption of data, loss of database or software, loss of customers and contracts, loss of employees, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage) whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever, and Third Parties' claims. Each Party shall have the duty to mitigate damages. 

14. Indemnification

14.1. Talentguide shall defend and indemnify Client Company against any founded and well-substantiated claims brought by Third Parties to the extent such claim is based on an infringement of the Intellectual Property Rights of such Third Party by the SaaS-platform and excluding any claims resulting from (i) Client Company's unauthorized use of the SaaS-platform; (ii) Client Company's or any Third Party's modification of the SaaS-platform; and/or (iii) Client Company's unauthorized use of Third Party materials.

14.2. Such indemnity obligation shall be conditional upon the following: (i) Talentguide is given prompt written notice of any such claim; (ii) Talentguide is granted sole control of the defense and settlement of such a claim; (iii) upon Talentguide's request, Client Company fully cooperates with Talentguide in the defense and settlement of such a claim, at Talentguide's expense; and (iv) Talentguide makes no admission as to Talentguide's liability in respect of such a claim, nor does Client Company agree to any settlement in respect of such a claim without Talentguide's prior written consent. Provided these conditions are met, Talentguide shall indemnify Client Company for the damages and costs incurred by Client Company as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by Talentguide pursuant to a settlement agreement.

14.3. In the event the SaaS-platform, in Talentguide's reasonable opinion, is likely to or become the subject of a Third-Party infringement claim, Talentguide shall have the right, at its sole option and expense to: (i) modify the ((allegedly) infringing part of the) SaaS-platform so that it becomes non-infringing while preserving equivalent functionality; (ii) obtain for Client Company a license to continue using the SaaS-platform in accordance with this Agreement; or (iii) terminate the relevant Agreement and pay to Client Company an amount equal to a pro rata portion of the Subscription Fee paid to Talentguide hereunder for that portion of the SaaS-platform which is the subject of such infringement.

14.4. The foregoing states the entire liability and obligation of Talentguide and the sole remedy of Client Company with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the SaaS-platform or any part thereof.

14.5. Client Company shall indemnify, defend and hold harmless Talentguide, its affiliates, and its officers, directors, employees and agents from and against any loss, expense, cost (including reasonable attorney's fees), liability, damage or claim by a Third Party made against any of said indemnitees to the extent arising in connection with Client Company's (including, without limitation, any of its affiliates and its or their officers, directors, employees or agents) use of the SaaS-platform, its infringement of any Third Party Intellectual Property Rights or Third Party materials, gross negligence or willful misconduct, fraud, and breach of any representation or warranty made under this Agreement.

15. Audit

15.1. Any audit with respect to compliance with these Terms by Client Company and, in particular, the monitoring of the use of the SaaS-platform, will be executed remotely through the SaaS-platform. This monitoring is mainly focused on, but not strictly limited to, detecting overuse of the license.

16. Term & Termination

16.1. Term. The Client Company's Subscription shall commence on the effective date as specified in the Agreement and shall continue for an indefinite duration.

16.2. Termination. Each Party may terminate the Agreement at any time for convenience by written notice.

16.3. Consequences of termination. The Client Company understands that if the Client Company terminates this Agreement, the Client Company will lose access to the SaaS-platform and any Client Company Data the Client Company has provided thereon. Upon termination of the Agreement, the Client Company shall promptly pay Talentguide any Subscription Fees due pursuant to the Agreement, up to and including the date of termination. The Client Company understands that Talentguide is not required to provide him with copies of such Client Company Data nor continue to maintain copies of such Client Company Data on the SaaS-platform. However, If requested by the Client Company upon termination of this Agreement, Talentguide may provide to the Client Company all Client Company Data stored in the SaaS-platform on an external hard disk or by any other digital means (at the discretion of Talentguide). Talentguide will charge the Client Company for this service at the rates specified in the Agreement. Talentguide will not retain Client Company Data beyond a term of thirty (30) days after termination of the Agreement.

17. Dispute Settlement

17.1. Parties shall exercise reasonably good faith efforts to resolve any dispute, controversy or claim arising in connection with this Agreement. Whenever necessary or opportune the Parties shall escalate the dispute to the next business level. For the avoidance of doubt, the dispute resolution shall have no impact on the Parties' termination rights and the Parties' other rights under the Agreement.

17.2. When Parties have not been able to resolve their dispute amicably after 90 days, the legal controversy or legal claim arising out of or relating to the Terms and/or the SaaS-platform shall be settled by the competent Belgian courts in accordance with Belgian law (preferred clause).

17.3. Any cause of action by the Client Company with respect to the SaaS-platform, must be instituted within one year after the cause of action arose or be forever waived and barred.

18. Miscellaneous

18.1. Non-solicitation. During the Agreement and until 12 months after termination, the Client Company agrees not to hire any staff from Talentguide directly or indirectly as an employee or on any other basis, nor will the Client Company attempt to do so. In the context of this clause, the term "staff" means all personnel, employees or other persons, such as freelancers or subcontractors.

18.2. Independent contractors. The relationship between the Parties is that of independent contractors. Neither Party is an agent for the other and neither Party has any authority to make any contracts, whether expressly or by implication, in the name of the other Party, without that Party's prior written consent for express purposes connected with the performance of this Agreement. In no case shall the Client Company exercise (or be deemed to exercise) partial or complete employer's authority over Talentguide's personnel.

18.3. Severability. Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that any content in the SaaS-platform conflicts or is inconsistent with the Agreement, the Agreement shall take precedence.

18.4. No Waiver. Talentguide's failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

18.5. Survival. The rights of Talentguide under the Agreement shall survive the termination of the Agreement.

18.6. Non-Assignment. The Client Company shall not assign or otherwise transfer any of its rights or obligations under this Agreement without Talentguide's prior written consent. Talentguide's consent should be requested by registered letter, disclosing the identity of the prospective transferee. Subject to any restrictions on assignment herein contained, the provisions of the Agreement shall inure to the benefit of and shall be binding upon the Parties hereto and their respective heirs, legal representatives, successors and assignees.

18.7. Amendments. This Agreement may be modified or amended only by written agreement executed by a duly authorized representative of both Parties hereto.

18.8. Publicity. Unless agreed otherwise in writing, Talentguide shall have the right to use any trademarks or other marks of Client Company (including Client Company's corporate name) for marketing or promotion purposes, such as (but not limited hereto) Client Company references on Talentguide's website, announcement of a new Client Company and sales presentations.

18.9. Applicable law and competent courts.  As applicable, the Agreement shall be governed by and construed in accordance with the laws of Belgium. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. The Parties hereto submit to the exclusive jurisdiction of the competent courts of Ghent, department of Ghent, Belgium.

ANNEX 1 – Data Processing Agreement