PRODUCT SPECIFIC TERMS FOR ACANDIDATE
Version Date: 2024-11-11
1. INTERPRETATION
1.1. Unless otherwise defined herein, capitalised terms used in this Agreement shall have the respective meaning ascribed to each term in the “Glossary of Legal Terms” located at https://mintra.com/legal/glossary-of-legal-terms.
1.2. The following Product Specific Terms on the offering of Acandidate for use by the Customer (hereinafter referred to as “PST: Acandidate” or “PST”) shall be read in conjunction with the General Terms and Conditions and the documents referred to therein (hereinafter “GTC”) and the applicable product-specific terms regulating purchase and use of the Applications, Courses, and other related Products and Services, and anything else agreed by the Parties in writing, and collectively shall form an integral part of the Agreement with the Customer in relation to the provision of the Products and Services offered by Mintra (the “Agreement”).
1.3. These PST may be updated from time to time with one (1) months’ notice to the Customer. The updated PST will come into effect on the expiry of the notice period. Where Customer objects, Customer may close their account and/or cancel the Subscription. Future purchase of Products and Services will be governed by the updated PST.
2. DEFINITIONS:
2.1. For the purposes of these PST the following terms shall have the following meaning:
“Acandidate”: Refers to Mintra’s web-based Candidate evaluation tool for Customers to evaluate a Candidate's knowledge level on a variety of areas through questionnaires. Acandidate is running on AWS.
“Agreement”: Has the meaning defined in sub-section 1.2
“Application(s)”: Refers to Mintra’s applications used for the purchase, delivery and use of the Products and Services by the Customer and End-User.
“Assessment(s)”: Refers to a set of questions selected by the Customer and sent to a Candidate for his/her evaluation.
“AWS”: Refers to Amazon Web Services.
“Candidate(s)”: Refers to the end-user who receives the Assessment.
“License”: Has the meaning defined in section 5.
“Privacy Policy”: Refers to Mintra’s Privacy Policy available at https://mintra.com/privacy-policy.
“Products and Services”: Refers to Acandidate and the functionality provided in section 4.
“Subscription”: Refers to the Customer's paid access to Acandidate for a pre-determined Subscription Period. Details on the available Subscription options are available on Acandidate when Customer opts for a subscription.
“Subscription Period”: Refers to the duration of the Customer's paid access to the Product in accordance with the selected Subscription.
“Trial”: Refers to the free-of-charge access to the Product offered to the Customer for a limited Trial Period, as further detailed on Acandidate. The Trial is intended for the Customer to evaluate the features and functionality of the Product to decide whether to upgrade to a Subscription .
“Trial Period”: Refers to the specific length of time during which the Customer is granted free access to the Product, as detailed on Acandidate. At the end of the Trial Period, the Customer must either upgrade to a Subscription or cease using the Product.
3. SCOPE:
3.1. These PST set out the product-specific terms and conditions regulating the purchase and use of Products and Services.
4. PRODUCTS AND SERVICES
4.1. Products and Services regulated with these PST consist of the Acandidate platform and related functionality offered to Customer as described on Acandidate.
4.2. Acandidate offers Customers the functionality of generating their own questions. Customers can create Assessments using either pre-defined questions and/or their own questions.
4.3. Customer's Own Questions:
Customer is solely responsible for questions which are created in Acandidate by Customer itself and thereafter offered to Candidates. Mintra has no responsibility towards Customer or Candidates in connection with the provision of such questions.
5. LICENSE
5.1. Acandidate License:
5.1.1. Mintra grants Customer a non-exclusive, non-transferable, non-sublicensable, temporary and revocable license to access and use Acandidate for the period of the Term as further stipulated in the Agreement (the “License”). For the avoidance of doubt, Mintra does not sell the Products and Services to the Customer and, at all times, retains full ownership thereof. A License can be offered to Customer on a Trial basis, under a Subscription, or for a single Assessment. The Product and Service is completed in its entirety upon fulfilment of the intended purpose of each respective Product and Service or, where applicable, upon expiry of the Trial Period or the Subscription Period.
5.1.2. The allocation or purchase of a single License to Acandidate grants access and use of Acandidate to only one legal entity. The Customer acknowledges and agrees to this limitation and confirms that it shall ensure that each License purchased is assigned to only one entity. In cases where more than one entity accesses and uses Acandidate under a single License, Mintra reserves the right to charge the Customer additional License fees on a subscription basis, as stipulated in the Agreement.
5.1.3. Unless and to the extent otherwise stated in these PST or agreed separately by the Parties in writing, the License is granted in accordance with the relevant provisions of the GTC under the section titled “License”.
6. FEES AND PAYMENT
6.1. The license details and applicable fees for each Product and Service offered to Customer are provided on Acandidate or are agreed by the Parties in a separate agreement in writing.
6.2. Unless otherwise agreed by the Parties in writing or provided on Acandidate or otherwise specified in these PST, the Payment Terms as specified in the GTC under the section titled “Fees and Payment” shall apply.
6.3. Invoicing Entity:
6.3.1. Mintra reserves the right to issue invoices to Customer, for Products and Services purchased, from any entity of the Mintra Group (the “Invoicing Entity”).
6.3.2. Where the Invoicing Entity is different from the contracting Party:
6.3.2.1. the rights, duties and responsibilities of Mintra as contracting Party, pursuant to this Agreement, shall remain unaffected and shall not be considered as assigned or in any other way transferred to the Invoicing Entity; and
6.3.2.2. the issued invoice shall refer to this Agreement; and
6.3.2.3. Mintra shall cooperate fully with any audits, inquiries, or investigations related to invoicing practices involving the Invoicing Entity, providing relevant documentation and information as required to support the Customer’s reporting obligations.
6.4. Price adjustments:
6.4.1. All prices are regulated annually on January 1st in line with the consumer price index supplied by the Central Statistics Bureau of Norway (SSB).
6.4.2. Mintra reserves the right to adjust prices in response to significant changes to functionality or usage patterns. Justification for such adjustments is not required, provided the following conditions are met:
6.4.2.1. Price adjustments will take effect upon the subsequent renewal of this Agreement.
6.4.2.2. Mintra will inform Customer of any price adjustments at least 14 days before the expiration of the Customer’s right to terminate the Agreement as detailed in sub-section 11.2. If Customer objects to the price adjustment, they will have the option to close their account and/or cancel the Subscription. Any overpayments made prior to or after timely termination or cancellation of the Subscription will be refunded.
6.4.2.3. In the event that the Customer is notified of price adjustments after their right to terminate the Agreement has expired, as per sub-section 11.2, the Customer shall have the option to either accept or reject the adjustments. Should the Customer choose to reject the adjustments, either Party may opt to terminate the Agreement. Alternatively, at Mintra's discretion, the Agreement may be renewed at the previous rate for an additional period equal to the lesser of i) the Subscription Period or ii) a period of 12 months .
7. WARRANTIES AND OBLIGATIONS
7.1. Mintra warrants it shall:
7.1.1. offer Acandidate to Customer with the functionality and service description as specified in these PST: Acandidate and as agreed by the Parties in writing.
7.1.2. Provide support and other consulting services at a skilled professional quality according to general business sector standards.
7.2. The provisions of the GTC regulating the warranties and obligations of the Parties, as specified in the GTC under the section titled “Warranties and Obligations”, shall apply.
8. LIMITATION OF GUARANTEE AND LIABILITY
8.1. Mintra accepts no liability for the correctness of questions.
8.2. Mintra accepts no responsibility for the knowledge levels of the Candidates being assessed.
8.3. Acandidate is designed to present Customer with the results of Assessments taken by Candidates; and, under no circumstances, should it be interpreted as advice or consultation suggesting whether a Candidate is suitable for hire.
8.4. In no event, shall Mintra be liable for any decisions made by Customer or End-User based on or following use of Acandidate and/or the results of Assessments.
8.5. The provisions of the GTC regulating the limitation of guarantee and liability, as specified in the GTC under the respective sections titled “Limitation of Guarantee” and “Liability”, shall apply.
9. INTELLECTUAL PROPERTY RIGHTS:
9.1. Any and all Intellectual Property Rights of whatever nature which now or in the future subsist in the Products and Services, Applications, Software, Features, Add-ons and related Material are and shall remain the property of the Mintra and/or its licensors.
9.2. Customer acknowledges that all intellectual property rights in Acandidate are licensed (not sold) to you, and that you have no intellectual property rights in, or to, Acandidate other than the right to use Acandidate in accordance with the terms of this Agreement.
9.3. You acknowledge that you have no right to have access Acandidate in source code form other than as expressly provided in this Licence.
9.4. The provisions of the GTC regulating intellectual property rights, as specified in the GTC under the section titled “Intellectual Property Rights”, shall apply.
10. DATA PROTECTION
10.1. In addition to the provisions of the Agreement, the GTC, and of any DPA entered into by the Parties, the remaining provisions of this section shall apply with regards to the protection of personal data processed for the purposes of the provision of the Products and Services pursuant to these PST.
10.2. Customer acts as controller of the personal data, during the use of the Products and Services mentioned in these PST and Mintra acts as data processor of such personal data.
10.3. Customer Admin and End-User personal data are transferred to and registered in Acandidate. Acandidate is operated on a third party’s server, and Customer acknowledges and accepts that Customer Admin and End-User personal data are transferred to and processed in the third party's system in the same way and on the same terms and conditions as are set out in this Agreement.
10.4. Customer is responsible to ensure that Customer Admins and End-Users are registered in Acandidate by Customer, are informed about and have given their consent for the processing of their Personal Data by Mintra as specified in this Agreement. Mintra will only process personal data as specified in this Agreement and to the extent it is reasonable and necessary to perform Mintra 's obligations pursuant to this Agreement.
10.5. Mintra has the right to use information for the purpose of compiling reports in accordance with this Agreement. Furthermore, Mintra has the right to use information to coordinate and prepare offers regarding Products and Services which may be of interest to the Customer and the relevant End-Users based on usage reports generated in Acandidate.
10.6. Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our Privacy Policy and it is important that you read that information.
11. TERM AND TERMINATION
11.1. Unless otherwise stated in these PST or on Acandidate or unless otherwise agreed between the Parties in writing, the applicable provisions of the GTC under sections titled “Term” and “Termination” shall apply.
11.2. Termination of the Agreement for the use of Acandidate can be affected with a minimum of thirty (30) days’ written notice prior to the expiry of each subscription term. For the avoidance of doubt, the notice shall cause the termination of Acandidate at the end of the subscription period during which the notice is served.