Skillerjobs General Terms and Conditions

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Version 1.0 — 14/05/2024

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1. Definitions

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The following terms have the following meanings.

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Account

the combination of a username and password that gives Customer access to the Platform

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User

the person who uses the Platform to view and apply for vacancies, in other words, the candidate

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Terms of Use

the Skillerjobs terms of use, which apply to the contractual relationship between Skillerjobs and User

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SEE

intellectual and industrial property rights, including copyrights, related rights, brands, trade names and logos, drawings and models, patents, database rights and software, registered or unregistered

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Customer‍

a legal entity that uses Skillerjobs' services to generate, publish and manage vacancies via the Platform

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Platform

the online platform called Skillerjobs, developed and managed by Skillerjobs, as further described in article 3

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Skiller jobs

Skillerjobs BV, with registered office at Schaliënhoevedreef 20/T, 2800 Mechelen and with company number 1002.834.401.

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Requirements

these Skillerjobs General Terms and Conditions, which apply to the contractual relationship between Skillerjobs and its Customers

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2. Scope

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2.1 Only these Terms apply to the services that Skillerjobs provides to the Customer via the Platform. By using the Platform, Customer accepts these Terms.

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2.2 Skillerjobs can always change its Terms unilaterally in accordance with changes in its trade policy and any economic and legal needs. The amended Terms apply immediately as soon as they are posted on the Platform for services provided by Skillerjobs from then on.

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3. Skillerjobs performance

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3.1 Skillerjobs develops and manages the online platform called Skillerjobs, where Customer can easily generate, publish and manage vacancies (the “Platform”). The Platform can be made available via one or more websites and/or via one or more mobile apps. The Platform generates the vacancy in the appropriate “tone of voice” tailored to the Customer, based on the content of the Customer's website. Generated vacancies are automatically published on the Platform. The Platform may publish these vacancies, including a mention of the job title and Customer's location and name, on social media channels such as Meta and LinkedIn, at the rates and conditions stated in the platform's end user environment.

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3.2 Candidates can submit their application via the Platform. To do so, they must confirm, among other things, that they meet all the conditions necessary for the vacancy, as defined by the Customer in the vacancy (“dealmakers”).

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3.3 Skillerjobs makes the Platform available to the Customer as a SaaS solution via an Account.

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3.4 Skillerjobs is constantly developing the Platform. It is therefore possible that Skillerjobs' performance changes and/or that performances are added or stopped. The customer is not entitled to maintain a certain performance by Skillerjobs. If the Customer does not agree to a change in the performance of Skillerjobs, the User can only stop using the Platform and/or delete his Account in accordance with article 10.1.

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3.5 Skillerjobs does not act as an employment agency or agent of Customers or Users. Skillerjobs offers the Platform only as an independent contractor and does not have the authority to act on behalf of Customers or Users or decide on employment.

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4. Account

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4.1 There are two types of Accounts:

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• a Customer Account (for the Customer's business); or
• an End User Account (for the end user, i.e. the Customer's employee who uses the Platform)

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One or more End User Accounts can be created under the Customer Account. The Customer Account is created as soon as the Customer's first employee creates an End User Account. This end user automatically becomes the administrator of the Customer Account and has the option to invite colleagues via the end user management module. Only the Customer Account Administrator can request the deletion of the Customer Account.

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4.2 If the Customer wants to create an Account, he provides Skillerjobs with a valid email address and a password. The e-mail address must always be the end user's professional e-mail address. To guarantee authenticity, Skillerjobs will then send a confirmation email asking the User to complete their registration by clicking on a link in the email.

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4.3 The agreement between Customer and Skillerjobs takes effect as soon as Skillerjobs activates the Account. Skillerjobs reserves the right not to activate the Account and to refuse to enter into the agreement.

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4.4 Customer may only create one Customer Account. A Customer Account is non-transferable. Only the administrator can delete a Customer Account.

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4.5 Customer can create multiple End User Accounts. An End User Account is non-transferable. Only the administrator can delete an End User Account.

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5. Customer's obligations

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5.1 Customer is solely responsible for providing the hardware and internet connection necessary to use Skillerjobs' performance.

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5.2 Customer complies with Skillerjobs' policy regarding acceptable use of the Platform (“Acceptable Use Policy”) as set out in Appendix 1.

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5.3 The Customer fully indemnifies Skillerjobs against all third-party claims resulting from Customer's failure to comply with these Terms and Conditions, and in particular the Acceptable Use Policy.

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5.4 Skillerjobs has the right (but not the contractual obligation) to monitor compliance with the Acceptable Use Policy and to take appropriate measures if necessary. Skillerjobs may suspend or terminate the Account with immediate effect if Customer does not comply with any provision of these Terms (and in particular the Acceptable Use Policy). Skillerjobs judges this in a careful, objective and proportionate manner, based on the seriousness and frequency of the offence and with due attention to the rights and legitimate interests of all involved.

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6. Skillerjobs' obligations

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6.1 Skillerjobs strives to ensure that the Platform has an availability of 99.9%. Availability is measured outside the period in which the Platform is unavailable for maintenance or due to force majeure.

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6.2 Skillerjobs is responsible for the infrastructure, data connections and hardware and software within the Platform's data center, as well as the appropriate monitoring and backup procedures. Skillerjobs makes reasonable efforts to ensure the confidentiality, integrity, availability and resilience of the Platform and to protect Platform users.

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6.3 Incidents can be reported via support@skillerjobs.com. Support can be requested via support@skillerjobs.com.

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7. Digital Services Act

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7.1 The content restrictions that Skillerjobs imposes on the use of the Platform are included in the Acceptable Use Policy. Skillerjobs does not practice algorithmic content moderation.

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7.2 Reports about content that violates the Acceptable Use Policy, and in particular about illegal content, can be submitted to support@skillerjobs.com. Skillerjobs will respond to the report within fifteen working days.

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7.3 Complaints about how Skillerjobs moderates certain content can be submitted to support@skillerjobs.com. Skillerjobs will respond to the complaint within fifteen working days.

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8. Prices and payment

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8.1 The Customer can publish vacancies on the Platform free of charge. For each vacancy published on the Platform, Customer pays a fixed amount (excl. VAT) per User who applies via the Platform. Skillerjobs determines this fixed amount depending on the characteristics of the vacancy and informs the Customer in the end user environment of the Platform before the vacancy is published on the Platform. This fixed amount per applying User remains unchanged as long as the vacancy is online. The fixed amount per applying User is due regardless of the User's quality.

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8.2 Before a vacancy is published, the Customer can set a maximum amount that he wishes to pay for the vacancy. In that case, the vacancy will be taken offline as soon as the maximum budget per vacancy has been reached.

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8.3 The Platform may also publish the vacancies in a targeted manner on other social media. In that case, the applicable rates will be listed in the end user environment of the Platform before the vacancy is published.

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8.4 Prices do not include VAT and other taxes.

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8.5 In the end user environment of the Platform, the Customer provides a credit card number for automatic monthly payments, as well as the information necessary for billing. Skillerjobs sends invoices to the email address provided by the Customer. The invoice is also available in the end user environment of the Customer Account.

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8.6 On the first day of each month, Skillerjobs automatically charges the credit card for the past month's usage. If the Customer's credit card is currently not valid, Skillerjobs will send the invoice via email to the Customer Account administrator and must be paid in full within 15 calendar days. If the Customer should have a complaint about an invoice, he will report this within 15 calendar days of the invoice date. This is done in writing and in sufficient detail. If the Customer does not do this, the invoice is deemed accepted. If the Customer does not pay any amount by the due date, he automatically owes interest on arrears. This is equal to the interest specified in the Act of 2 August 2002. In this case, Skillerjobs can charge an additional lump sum. This amount is equal to 10% of the unpaid amount, with a minimum of 125 EUR.

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9. Exclusion of warranties

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9.1 Skillerjobs does not guarantee that the Platform is completely free of minor “bugs” and errors, but only that they do not materially impair the use of the Platform. Skillerjobs provides the Platform “as is”. Skillerjobs does not guarantee suitability for a particular use or purpose. Skillerjobs also does not guarantee that the Platform's features meet the Customer's performance requirements and expectations, except as defined in these Terms.

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9.2 Customer understands that the Platform is an online application and that all Customer software and data will operate from Skillerjobs' servers. Skillerjobs is not liable if a defect or failure of the Platform is due to (i) network or communication problems between Customer and Skillerjobs, (ii) a failure or defect in software or hardware that does not come from Skillerjobs, (iii) the fact that changes or changes were made to the Platform without Skillerjobs's permission, or (iv) if Customer fails to report a defect immediately to Skillerjobs together with documentation and information relating to the circumstances of the defect.

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9.3 The Platform may link to external websites. Skillerjobs is not responsible for these external websites, including their availability or content. Links to external websites can be removed at any time. Any concerns regarding an external website should be addressed to the administrator of the external website.

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9.4 Although Skillerjobs in its Terms of Use requires the User to only enter truthful data on the Platform, Skillerjobs is not responsible for the quality of the candidates nor for the accuracy of the data they enter. Skillerjobs does not screen candidates and does not carry out background checks on candidates.

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9.5 Skillerjobs does not guarantee that an employment contract will be concluded between User and Customer.

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9.6 Skillerjobs does not guarantee that the services will be available at certain times or permanently. Failures, interruptions or possible performance downtimes cannot be ruled out. For technical or operational reasons, availability may be temporarily limited.

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9.7 The Skillerjobs servers are regularly backed up carefully. Nevertheless, data loss cannot be ruled out. The Customer is advised to make backup copies of the data that Customer enters on the Platform.

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9.8 Skillerjobs does not guarantee a minimum storage capacity for the Account. Skillerjobs reserves the right to temporarily or permanently limit the data volume for uploading data, in particular if this is necessary for technical or user-friendly reasons, for example to maintain or optimize the service.

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10. Duration

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10.1 Customer can terminate his Account with immediate effect at any time. The fees due in accordance with article 7 will remain permanently acquired; Skillerjobs will invoice them.

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10.2 Skillerjobs may terminate performance at any time. Once terminated, the Customer can no longer publish new vacancies via the Platform. The Customer Account will be terminated as soon as all Customer vacancies published on the Platform have been taken offline.

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10.3 Skillerjobs may suspend or terminate Customer's Account with immediate effect if Customer does not comply with any provision of these Terms or in the event of Customer's bankruptcy or liquidation.

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11. Liability

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11.1 Skillerjobs only undertakes best efforts.

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11.2 If the Customer is of the opinion that Skillerjobs is in breach of performance, only these Terms and Conditions apply. Skillerjobs' extra-contractual liability for non-performance is excluded, within the legal limits, regardless of whether the breach would constitute an unlawful act.

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11.3 If the Customer concludes an agreement with a co-contractor and if Skillerjobs is involved in the execution of this agreement, the Customer includes a clause in this agreement that excludes Prosatt's non-contractual liability for non-performance and also imposes this obligation on each subsequent co-contractor higher up the contract chain. This regardless of whether the breach of contract constitutes an unlawful act.

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11.4 Skillerjobs is not liable for loss of use, damage to or damage to software, damage to or loss of data, loss of profit, loss of profit, income, savings, goodwill or business opportunities, reputational damage or any indirect or consequential loss that occurs in connection with its performance.

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11.5 Skillerjobs' liability in the context of a vacancy is limited to the compensation that the Customer pays Skillerjobs based on the number of applications for this vacancy. The total liability of Skillerjobs for damage caused during a calendar year is limited to the compensation that the Customer paid to Skillerjobs in this calendar year. In any case, Skillerjobs' total liability is limited to 10,000 EUR, except in the event of gross or intentional error.

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11.6 Skillerjobs is not liable if it is unable to fulfil its obligations due to force majeure. Force majeure are reasons that reasonably escape her control. This includes: fire, flood, strikes, labour unrest or other disruptions in economic life, unavoidable accidents, embargoes, blockages, legal restrictions, riots, government measures and pandemic.

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12. SEE

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12.1 All IP associated with the Platform, including the rights to the software software (including future updates or upgrades), are and remain the sole property of Skillerjobs. In particular, this also applies to IE to changes or improvements to the software that would result from Customer requests, suggestions or ideas.

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12.2 The Customer receives a non-exclusive right of use with respect to the Platform during the period specified in article 8. Customer may grant non-exclusive and non-transferable sub-licenses to end users with regard to this right of use.

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12.3 Customer may not copy, edit, compile, merge, assemble, edit, imitate, dissect, reverse engineer or otherwise attempt to find its source code the software, applications, data or other materials owned by Skillerjobs.

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12.4 Data or data that Customer enters into the Platform's databases, directories or file folders are and remain the property of Customer. For the avoidance of doubt, this does not include data that a User enters into the Platform as part of an application. Skillerjobs is not responsible for the accuracy and legality of data or data that the Customer enters.

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13. Confidentiality

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13.1 Information that one party provides to the other party as part of performance is treated confidentially. This confidentiality does not apply to the following exceptions:

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• 13.1.1 the information was already freely publicly available, without this being due to any infringement by the receiving Party;
• 13.1.2 the information had legally and freely come into the receiving Party's possession; or
• 13.1.3 the receiving Party developed the information independently, without using the confidential information disclosed by the disclosing Party.

The receiving party claiming that one of these exceptions applies must prove this.

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13.2 Confidential Information always remains the property of the providing Party. Receiving confidential information does not mean that the recipient receives an IE or license it.

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13.3 These confidentiality obligations also apply during the pre-contractual period of negotiation. These obligations remain in effect for one year after the end of performance.

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14. Data protection

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Skillerjobs is a processor of personal data and the Customer is responsible for processing within the meaning of the General Data Processing Regulation. Skillerjobs processes personal data in accordance with the General Data Processing Regulation and with its standard data processing agreement.

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15. Other provisions

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15.1 These Terms form the entire agreement between Skillerjobs and Customer and replace any prior discussions. These Terms also apply to the extra-contractual relationship between the Parties. They also apply during the pre-contractual phase. Customer's terms and conditions are not applied.

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15.2 Skillerjobs can provide and sell the same or similar Services to other customers. The Customer never has an exclusive right to certain Services.

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15.3 Skillerjobs may mention the Customer as a reference in its marketing material. Skillerjobs can use the Customer's name and logo here. If the Customer is satisfied with the performance, Skillerjobs may request a short testimonial from the Customer.

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15.4 If any provision of these Terms is deemed illegal, invalid or unenforceable under applicable law, the remaining provisions will remain legal, valid and enforceable. The provision in question remains binding to the fullest extent permitted by law and is limited to its maximum valid scope. Skillerjobs and the Customer will also negotiate in good faith to replace the illegal, invalid or unenforceable provision with a provision that is legal, valid and enforceable and that is as close as possible to the economic and financial purpose of the original provision.

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15.5 These Terms are governed by Belgian law. The courts in Antwerp (Belgium) have jurisdiction to hear disputes related to the Terms that the Parties are unable to resolve amicably.

Agreement concerning the processing and transfer of personal data by Skillerjobs

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1. Definitions

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1.1 The following terms have the following meanings.

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AVG or GDPR

the person who uses the Platform Regulation (EU) 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation), also known as the acronym AVG or the English abbreviation GDPR, to view and apply for vacancies

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User

the person who uses the Platform to find out about vacancies and apply for them

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User account

the combination of a username and password that allows User to access the Platform

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User profile

a collection of information about the User on the Platform, including:

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• data that the User has entered on the Platform himself (such as the User's resume and all data contained therein), and
• data resulting from User's activities on the Platform (such as User's search or application behavior)

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Terms of Use

the Skillerjobs Terms of Use, which apply to the relationship between Skillerjobs and User

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Customer

a legal entity that uses Skillerjobs' services to generate, publish and manage vacancies via the Platform

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DPA

this Agreement concerning the processing and transfer of personal data by Skillerjobs

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Platform

the online platform called Skillerjobs, developed and managed by Skillerjobs, through which User can take note of vacancies and apply for them. The Platform can be made available via one or more websites and/or via one or more mobile apps

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Skiller jobs

Skillerjobs BV, with registered office at Schaliënhoevedreef 20/T, 2800 Mechelen (Belgium) and with company number 1002.834.401

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Requirements

the Skillerjobs General Terms and Conditions, which apply to the relationship between Skillerjobs and its Customers

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1.2 When this agreement uses the terms defined in the GDPR, those terms have the same meaning as in the GDPR.

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2. Scope

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2.1 This DPA is concluded between Skillerjobs and Customer.

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2.2 Each Party complies with applicable data protection regulations, in particular the GDPR.

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2.3 Skillerjobs receives and processes certain personal data from the Customer so that Skillerjobs can provide performance. In this case, the Customer is the controller and Skillerjobs is the processor. This processing is further regulated by article 3.

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2.4 The customer receives certain personal data from Skillerjobs as part of the services that Skillerjobs provides. In this case, the Customer and Skillerjobs are both responsible for processing. This processing is further regulated by article 4.

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3. Processing of personal data for the Customer

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3.1 The purpose of this article 3 of this DPA is to ensure compliance with articles 28 (3) and (4) of the GDPR.

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3.2 Appendix 1, part 1 states specific data related to the processing of personal data by Skillerjobs for the Customer, including the object, the duration, the purposes, the personal data that is being processed, and the categories of data subjects whose data is being processed.

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3.3 Processor does the following:

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3.3.1 establish and maintain a register of its processing activities;

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3.3.2 process personal data only to provide performance. He hereby complies with the written instructions of the controller as set out in the Terms;

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3.3.3 only disclose the personal data to its staff (or subcontractors subject to compliance with article 1.8) to the extent necessary for the delivery of the performance. Processor ensures that these persons must comply with a legal or contractual obligation of confidentiality;

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3.3.4 take technical and organizational measures against unauthorized or unlawful processing, as further described in Appendix 2;

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3.3.5 report the following things to the controller without delay:

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(i) When a processor receives a legally binding request from a data subject or a competent authority to disclose personal data. Processor does not report this if reporting is prohibited (for example, due to a duty of confidentiality prescribed by a criminal provision or a judicial investigation).

(ii) If a personal data breach occurs.

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If these matters occur, the processor will assist the controller in dealing with them.

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3.3.6 promptly and properly deal with reasonable requests from the controller regarding his processing of personal data;

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3.3.7 provide the controller with all information necessary to demonstrate compliance with data protection laws;

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3.3.8 conduct regular audits of its processing systems, facilities and supporting documentation and make the results of these audits available at the Customer's request, provided that such results are subject to the confidentiality clause of the Terms. Insofar as providing these results does not reasonably meet the Customer's audit requirements, Skillerjobs will respond to additional audit requests from the Customer as soon as reasonably feasible. Any audit will be conducted by an independent, approved external accounting firm during normal business hours, with reasonable prior notice to Skillerjobs and subject to reasonable confidentiality procedures. The Customer and the auditor have no access to the data of other Skillerjobs customers or to Skillerjobs systems or facilities that are not involved in providing the services. Customer is responsible for all costs associated with such an audit, including all reasonable costs for the time Skillerjobs spends on such audit;

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3.3.9 assist the controller with its obligations under data protection laws.

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Processor may charge a reasonable fee for the assistance he provides under articles 1.5.5 to 1.5.9.

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3.4 When performance comes to an end, the processor will destroy or return the personal data and delete copies. Controller chooses between the two options. This does not apply if the personal data must be stored due to legal obligations. Parties can agree that the personal data will be returned in a certain format. The processor is entitled to reasonable compensation for destroying and/or returning the personal data.

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3.5 Processor does not use sub-processors without prior written consent from the controller. The controller hereby gives general permission for the use of sub-processors. The subprocessors are included in the list in Appendix 3. Processor shall inform the controller in good time of any changes to this list by adding or replacing sub-processors.

Processor concludes a data processing agreement with these sub-processors. This data processing agreement offers data protection equivalent to that provided by this DPA.

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3.6 When the processor employs a sub-processor to carry out specific processing and those processing operations involve an international transfer of personal data within the meaning of chapter V of the GDPR, processor and the sub-processor can ensure compliance with this chapter V by using standard contractual clauses established by the European Commission, provided that the conditions for the use of those standard contractual clauses are met.

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4. Transfer of personal data by Skillerjobs to the Customer

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4.1 When delivering the services, Skillerjobs shares certain personal data with the Customer.

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4.2 Appendix 1, part 2 states specific data related to the processing of personal data that Skillerjobs communicates to the Customer, including the object, the duration, the purposes, the personal data that is being processed, and the categories of data subjects whose data is being processed.

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4.3 Skillerjobs is solely responsible for the processing that Skillerjobs performs with such personal data and that is necessary for Skillerjobs to provide performance. Skillerjobs does not act as a processor or joint controller of the Customer.

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4.4 Skillerjobs is responsible to data subjects (i.e. Users) for the processing it performs as part of the services it provides to these Users (i.e. allowing Users to search and apply for jobs from Customers via the Platform, and forwarding certain Users' personal data to Customers in the context of such applications).

4.5 Customer is responsible to data subjects (i.e. Users) for the processing it performs in the context of its use of Skillerjobs's performance (i.e. generating, publishing and managing vacancies via the Platform and receiving and processing Users' applications for such vacancies).

4.6 Customer and Skillerjobs, in their capacity as data controllers, will (a) comply with Personal Data Protection regulations and, in particular, the GDPR; (b) process personal data only when delivering services, to comply with legal obligations or for identified legitimate interests, and (c) respond to reasonable requests for information from the other party to comply with the requirements of the GDPR.

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Appendix 1 - Specific information

Appendix 2 - Technical and Organizational Measures

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EXPLANATION:

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The technical and organizational measures must be described concretely and not in general terms.

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Description of the technical and organizational security measures taken by the processor (s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, as well as the risks to the rights and freedoms of natural persons. Examples of possible measures:

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• measures for pseudonymisation and encryption of personal data;
• measures that ensure the confidentiality, integrity, availability and resilience of processing systems and services on an ongoing basis;
• measures that guarantee the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
• processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures to secure processing;
• user identification and authorization measures;
• measures to protect data during transmission;
• data protection measures during storage;
• measures to ensure the physical security of the locations where personal data is processed;
• measures to ensure that incidents are registered;
• measures to ensure system configuration, including default setting;
• internal governance and management measures in the area of IT and IT security;
• measures for certification/safeguarding processes and products;
• measures to ensure data minimization;
• measures to ensure data quality;
• measures to ensure limited data retention;
• measures to ensure accountability;
• measures to make data portability possible and ensure deletion.

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Through its Terms and Conditions of Use, Skillerjobs requires its Customers or Users to take into account the principles of the GDPR when requesting and entering personal data on the Platform, in particular purpose limitation, minimal data processing, lawfulness, fairness and transparency, accuracy, storage limitation and integrity and confidentiality.

Annex 3 - List of sub-processors