© 2024 Talenteo. All rights reserved.
TERMS OF USE FOR TALENTEO SAAS SERVICES
THE FOLLOWING HAS BEEN PREVIOUSLY STATED:
Talenteo SARL, registered in the Commercial Register under No. 16/00 10210228 B25, with its registered officelocated at 1 Résidence Yasmine, Draria, Algiers, markets Talenteo, a human resources management software solution, as well as remote “SaaS”-type application services. After reviewing the features ofthe Talenteo SaaS service and ensuring that it meets their needs, the Customer wishes to place an orderunder these terms and conditions.The Customer’s signature on the Quote constitutes unconditional acceptance of theseTerms of Use and Sale.
ARTICLE 1. DEFINITIONS
Terms beginning with a capital letter in this Agreement, whether used in the singular or plural, shall have themeanings set forth below.
CUSTOMER: The Customer is identified in the purchase order.
THE AGREEMENT: Refers to the contractual agreement consisting of the “Purchase Order” and theseGeneral Terms and Conditionsof Use.
SOLUTIONS: refers to the operational features listed in the Talenteo documentation and made available to theCustomer, in whole or in part, depending on the Customer’s order, as part of the Application Services covered by the contract.
DATA: refers to the information, publications, and, generally speaking, the data in the Customer Databasethat is the subject of this Agreement and may be accessed only by Users.
LOGIN CREDENTIALS: refer to both the user’s unique login ID (“login”) and the login password(“password”), which are provided after registering for the service.
SOFTWARE: means any software provided by the Service Provider to the Customer, and in particular the associated Solutions.
APPLICATION SERVICE: means the service offered by the Provider on a SaaS basis, enablingthe Customer to use theSolutions.
USER: means any person under the Client’s responsibility (agent, employee, representative, etc.)who has access to the Application Services pursuant to the user license entered into by the Client.
SLA: A Service Level Agreement defines the quality of service and the specific terms of service agreedupon between a service provider and a client.
THIRD PARTY: In the context of the provisions of an agreement, the term “third party” refers to any individual or legal entity thatwas not a party to the agreement or was not represented therein.
CUSTOMER: Refers to the entity that has ordered the Talenteo SaaS software.
SERVICE PROVIDER: Refers to the publisher of the Talenteo SaaS software.
ARTICLE 2. PURPOSE
The purpose of this agreement is to set forth the terms and conditions applicable to the Services ordered by the Customer.
The Service Provider grants the Client the following, which the Client hereby accepts:
● The right to access the Service Provider’s servers under the terms set forth below;
● A right to use the Solutions;
● A set of services defined below, including data hosting,application maintenance, and technical support.
ARTICLE 3. ACCEPTANCE OF THE AGREEMENT
The Customer is deemed to have read the Agreement as defined in the “Definitions” section and to have duly accepted itwithout reservation. The Agreement is accepted upon signing the Purchase Order and/or upon completion of theonline order, which refers to these General Terms and Conditions of Use for SaaS Services and constitutesacceptance of the entire Agreement.
ARTICLE 4. EFFECTIVE DATE, TERM, AND RENEWALS
The Agreement shall take effect on the date specified on the Purchase Order and shall remain in effect for a term of 12 months. Uponexpiration, the Agreement shall be automatically renewed under the same terms and conditions, unless the parties agreeon a new scope of work for the Application Services to meet the Customer’s needs.
Either Party may terminate the contract by sending a written notice to the other Party at least 30 days prior to theexpiration date.
ARTICLE 5. DESCRIPTION OF APPLICATION SERVICES
5.1 APPLICATION SOLUTIONS:
The Service Provider makes the Solutions available to the Customer via its server over the Internet. Subject to the terms of the “License” section, the Service Provider grants the Customer a non-exclusive right to use the Solutions developed by the Service Provider for human resources and payroll management. The Customer’s Purchase Order specifies the modules ordered and thus accessible to the Customer.
The Service Provider shall provide access to the Application Services, Data hosting, software maintenance and security, as well as Data backup, in accordance with the terms set forth in Section 9.
5.2 ACCESS TO SOLUTIONS:
The Customer shall be the sole user of this access right. The Customer may log in at any time—except during maintenance periods—namely: 24 hours a day, 7 days a week, including weekends and holidays.
Access is provided via an internet connection from the Client’s computers, as well as from any portable, mobile, or tablet device, using the login credentials provided to the Client. The Service Provider shall not be held liable for any interruptions in the internet connection.
5.3 IDENTIFICATION:
When accessing the Application Services, the Customer is identified using a username and password assigned to each User by the Administrator.
Login credentials are personal and confidential. The Customer agrees to take all necessary measures to keep their login credentials confidential and not to disclose them in any form.
The Customer is solely responsible for the use of the Login Credentials. The Customer shall ensure that no person other than those authorized by the Service Provider has access to the Application Services and Solutions. In general, the Customer is responsible for the security of individual access points to the Solutions. Should the Customer become aware that another person is accessing them, the Customer shall notify the Service Provider immediately.
ARTICLE 6. QUALITY OF APPLICATIONS
The Service Provider undertakes to provide high-quality application services, but cannot guarantee constant availability and performance. The Customer acknowledges the technical uncertainties associated with the Internet and accepts that access may be interrupted. Furthermore, the Service Provider shall perform its services in accordance with the SLA set forth in Article 9.
Application Services may be temporarily suspended due to maintenance work necessary for the proper operation of the Provider’s servers [or platform]. In the event of an interruption of the Application Services for maintenance, the Provider undertakes to follow the operational procedure described below [Article 8 Maintenance] so that the Customer may be informed as effectively as possible of the interruption and may take appropriate measures sufficiently in advance to avoid any disruption to its business operations.
ARTICLE 7. LICENSE
The Service Provider grants the Customer a personal, non-exclusive, non-assignable, and non-transferable right to use the Solutions for the entire term of the Agreement.
The Customer may use the Application Services and Solutions only in accordance with its needs and the relevant documentation. In particular, the license for the Solutions is granted solely for the purpose of enabling the Customer to use the Services, to the exclusion of any other purpose.
The right of use refers to the right to access and use the Application Services in accordance with their intended purpose, in SaaS mode via a connection to an electronic communications network. Under no circumstances may the Customer make the Solutions available to a third party, and the Customer is strictly prohibited from any other use, including, but not limited to, adaptation, modification, translation, arrangement, distribution, or decompilation.
ARTICLE 8. MAINTENANCE
8.1 CORRECTIVE MAINTENANCE:
Online support services for resolving issues are available on business days in the customer’s country, from 9:00 a.m. to 5:00 p.m. Issue reports must be submitted to the Service Provider online via the dedicated application. The Service Provider will diagnose the issue and then implement a fix. The SLAs are detailed in Article 9.
The Service Provider is not responsible for maintenance in the following cases:
● The Customer’s refusal to cooperate with the Service Provider in resolving issues, including responding to questions and requests for information;
● Use of the Application Services in a manner inconsistent with their intended purpose or documentation;
● Unauthorized modification of the Solutions and the Customer’s breach of its obligations under the Contract;
● Implementation of any software packages incompatible with the Application Services;
● Failure of electronic communication networks;
● Intentional acts of damage, malice, or sabotage;
● Damage resulting from force majeure or misuse of the Application Services.
8.2 SCALABLE MAINTENANCE:
The Customer automatically receives updates and new features for the application services.
The Service Provider agrees to provide updates regarding new versions of the Solutions. The Corrections and updates to the Application Services are expressly subject to the Agreement.
The Service Provider warrants that upgrades and new versions of the Software will not result in any degradation of the Application Services in terms of performance or functionality. If necessary, the Service Provider will implement a fix in accordance with the SLAs detailed in Section 9.
ARTICLE 9. TECHNICAL SUPPORT, QUALITY CHARTER & SLA
The Customer will have access to support services on all business days in the Customer’s country, from 9:00 a.m. to 5:00 p.m., via one of the communication channels listed below:
● Primary contact: Use the “Contact Support” feature in the software to submit a ticket:
● If unavailable: [email protected] or +213 555030761 (Mobile and WhatsApp)
9.1 AVAILABILITY:
Availability refers to access to the server and all of the applications provided. At a minimum, the service provider shall ensure a 99% availability rate, excluding the scheduled maintenance periods mentioned in Article 8.
In the event of an interruption in access to the Service attributable to the Service Provider, excluding maintenance, that exceeds 60 minutes in a month (excluding maintenance periods), the Service Provider shall reimburse the Customer an amount equal to 3% of the monthly fee for each 60-minute period of interruption, provided that the total amount of this compensation for a given month shall not exceed the amount of the monthly fee excluding VAT. This penalty constitutes the sole compensation that may be claimed by the Customer in the event of an interruption in access to the
Service.
9.2 SECURITY AND CONFIDENTIALITY:
The Service Provider is committed to securing access to and use of the Solutions, in accordance with industry-standard protocols. The Service Provider has implemented effective controls to protect against unauthorized physical and electronic access to the Service Provider’s operating systems and applications, as well as to Customers’ confidential information, in order to provide reasonable assurance that access to the systems and Customers’ Data is limited to authorized persons and that Customers’ confidential information is protected against any use inconsistent with its intended purpose.
The Service Provider uses cloud services and has implemented a data backup system, with backups performed daily at midnight and the ability to restore data from up to 7 days prior. The backup restoration period is 7 days.
9.3 INTEGRITY:
The Service Provider undertakes to implement effective controls designed to provide reasonable assurance that the applications made available to Customers process the Data entrusted to them without risk of omission, alteration, distortion, or any other form of error that could compromise the integrity of the results produced by these applications, and that such processing complies with the applicable legal regulations.
Data integrity applies to every component of the system and to all phases of data processing (data input, transmission, processing, storage, and output). These controls include data consistency checks, the detection and management of anomalies, and the provision of information to users regarding any associated risk of non-compliance.
9.4 SLA:
The Supplier’s obligations under Corrective Maintenance are as follows:
9.5 CUSTOMER SATISFACTION SURVEY:
The Service Provider may display satisfaction surveys within the software to improve service quality. Outside of the software, the Service Provider must obtain the Client’s consent to send surveys via email, phone, text message, or other means. The Service Provider agrees to protect users’ privacy and to use the information solely for the purpose of gathering feedback.
The Service Provider may collect usage data to improve the service. This data may include information about connections, the use of specific features, response times, errors, and other similar data. The Service Provider agrees to use this data solely for the purpose of providing the service to the customer.
ARTICLE 10. TECHNICAL ASSISTANCE AND TRAINING
10.1. TECHNICAL SUPPORT:
The Service Provider agrees to assist the Client during the solution configuration, data import, and solution deployment phases in accordance with its standard process, which was presented to the Client at the time of signing.
10.2. DEPLOYMENT TRAINING:
The Service Provider agrees to provide initial training on how to use the software at the time of deployment. This training will be conducted by the Service Provider’s qualified trainers and will cover all the software features ordered. The training will be provided free of charge to the Client’s administrators, who will be responsible for training other users of the platform. A user guide and training videos will be provided as supplementary materials.
10.3. ADDITIONAL TRAINING:
If the Client wishes to schedule additional training in the event that new Administrators join the team, it must submit a request to the service provider. The cost of additional training is calculated based on duration and is independent of the number of participants:
● Online training lasting up to 4 hours: 25,000 DA (excl. tax)
● In-person training lasting up to 4 hours: 50,000 DA (excl. tax)
10.4 TRAINING LOCATION AND FORMAT:
Training sessions are primarily conducted online to allow for greater flexibility. If it is not possible to conduct the training online, and if the training must be conducted outside the service provider’s or one of its partners’ service area, the client agrees to cover the resulting costs.
ARTICLE 11. PROTECTION OF PERSONAL DATA
11.1. DATA CONTROLLER:
In accordance with Section 39 of Law 18-07, the service provider agrees not to process the customer’s data unless expressly instructed to do so by the customer.
It is agreed that the Client is solely responsible for the origin of the Personal Data processed during the performance of the Contract. The Client therefore undertakes to comply with all obligations incumbent upon it as the data controller and to ensure that it has informed the individuals concerned of the use made of said personal data.
In this regard, the Client indemnifies the Service Provider against any recourse, complaint, or claim arising from an individual
whose personal data is reproduced and hosted via the Application Service.
11.2. DATA RETENTION:
Unless applicable law expressly requires the retention of such Personal Data, the Service Provider will delete the Personal Data and any copies thereof upon completion of the services, in accordance with the terms specified in the Contract.
11.3. DATA HOSTING:
The application and customer data are hosted on the infrastructure of a hosting company based in Algeria, thereby eliminating the need to seek authorization from the ANPDP. The compliance of the company in question has been carefully assessed, and it has provided us with assurances regarding its compliance with Law 18-07 on the protection of personal data.
11.4. DATA SECURITY:
Each Party agrees to implement appropriate technical measures to ensure the security of the Data.
The Service Provider shall implement technical and organizational measures to prevent any unauthorized access to or misuse of the Data and to prevent any loss, alteration, or destruction of the Data. The Service Provider is responsible for the security of the Service only with respect to aspects within its control. Accordingly, the Customer remains responsible for the security and confidentiality of its systems and its access policy for the Service.
The Service Provider has no obligation to protect personal data that is stored or transferred outside the Service by the Customer or by the Service Provider at the Customer’s instruction and outside the strict performance of the Service.
11.5. NOTIFICATION OF DATA BREACHES:
The Service Provider shall notify the Client as soon as possible after becoming aware of any breach of Personal Data security that results, whether accidentally or unlawfully, in the destruction, loss, alteration, or unauthorized disclosure of Personal Data transmitted, stored, or otherwise processed, or in unauthorized access to such Personal Data.
The Service Provider shall provide the Client, as soon as possible after being notified of the Personal Data breach and to the extent possible, with the following information:
– The nature of the breach;
– The categories and approximate number of personal data records affected;
– A description of the likely consequences of the personal data breach;
– A description of the measures taken or proposed by the Service Provider to address the personal data breach, including, where appropriate, measures to mitigate any potential negative consequences.
ARTICLE 12. FINANCIAL TERMS
12.1. FEES:
Fees are based on the number of employees specified in the purchase order. Any increase or decrease in the number of employees during the contract period will be addressed at renewal by adjusting the amount on the next purchase order.
The financial terms are set forth in the Purchase Order or Quote approved by the Customer. The following services are excluded from the fee and will be billed separately:
● Training services, other than those provided for under this contract.
● Technical support services,
● And, more generally, any services not included in the SaaS offering.
12.2. PAYMENT TERMS:
Regardless of the contract term, the Services are billed according to the billing cycle specified in the quote approved by the Client or in the Client’s Purchase Order. Payment is due within the timeframes agreed upon in the Purchase Order, by check or bank transfer to the following account:
Puls Network
SOCIETE GENERALE ALGERIA, Draria Branch
Bank account number: 021 00009 1130033327 02
12.3. FAILURE TO PAY:
In the event of non-payment, after a formal notice sent to the Customer has gone unanswered, the services and access to the Software will be suspended immediately and automatically until the account is settled, without prejudice to any claims for damages or legal action.
ARTICLE 13. OWNERSHIP
The Customer is and remains the owner of all Data that it uses through the Application Services under the Agreement.
The Agreement does not grant the Customer any ownership rights to the software. The temporary provision of the Software under the terms of the Agreement shall not be construed as a transfer of any intellectual property rights to the Customer.
The Customer shall not reproduce any part of the Software, or any related documentation, by any means, in any form, or on any medium.
The Customer may not assign all or part of the rights and obligations arising from the Agreement, whether through a temporary assignment, a sublicense, or any other agreement providing for the transfer of such rights and obligations.
ARTICLE 14. WARRANTY AGAINST ENCUMBRANCES
The Service Provider represents and warrants that it holds all intellectual property rights necessary to enter into the Agreement. The Service Provider represents and warrants that the Solutions are not likely to infringe upon the rights of third parties.
ARTICLE 15. LIABILITY
Each Party shall be liable for the consequences of its own faults, errors, or omissions, as well as those of any subcontractors it may have, that cause direct damage to the other Party.
15.1 INDIRECT DAMAGES:
Furthermore, in the event of proven fault on the part of the Client, the Service Provider shall be liable only for compensating the financial consequences of direct and foreseeable damages resulting from the performance of the Application Services. Consequently, the Service Provider shall under no circumstances be liable for any indirect or unforeseeable losses or damages incurred by the Client or third parties, including, but not limited to, any lost profits, loss, inaccuracy, or corruption of files or Data, commercial harm, loss of revenue or profit, loss of customers, or the cost of obtaining a substitute product, service, or technology.
15.2 DIRECT DAMAGES AND LIMIT:
In any event, the Service Provider’s liability is strictly limited to reimbursement of the amounts actually paid by the Customer as of the date on which the event giving rise to liability occurred, per user, per day of interruption, based on the per-user rate set forth in this Agreement. Furthermore, the Service Provider shall not be held liable for the accidental destruction of Data by the Customer or a third party who has accessed the Application Services using the Credentials provided to the Customer.
15.3 FORCE MAJEURE:
Under no circumstances shall the Service Provider be held liable for any damages resulting from an interruption or disruption of service by the Internet service provider or the electricity supplier, or in the event of force majeure.
Neither Party shall be held liable for any breach of its obligations under this Agreement if such breach results from: a total or partial strike, whether internal or external to the company; a fire; a natural disaster; a state of war; a total or partial interruption or blockage of telecommunications or electrical networks; an act of computer hacking; or, more generally, any other event of force majeure meeting the criteria established by case law.
The Party that becomes aware of the event must immediately notify the other Party of its inability to perform its obligations.
Under no circumstances shall the suspension of obligations or any delay give rise to liability for non-performance of the obligation in question, nor shall it result in the payment of damages or late fees.
ARTICLE 16. TERMINATION
The Customer has the right to cancel this contract without incurring any fees or charges within two months of the contract start date. To do so, the Customer must provide the Service Provider with written notice of cancellation at least seven days prior to the desired cancellation date.
ARTICLE 17. REVERSIBILITY
In the event of termination of the contractual relationship, for any reason whatsoever, the Service Provider agrees to return all Data belonging to the Client in CSV format [or, at the Client’s option, to destroy it], upon the Client’s first request made by certified mail with return receipt requested, and within 15 days of the date of receipt of such request.
ARTICLE 18. CONFIDENTIALITY
Each Party agrees to keep confidential all information received from the other Party, and in particular not to disclose such information to unauthorized third parties and to use it only for the purposes of this Agreement.
Notwithstanding the foregoing, neither Party shall have any obligation with respect to information that is already in the public domain, has been independently developed by either Party, has been received from a third party not bound by a confidentiality obligation, or is required by law or a court.
The confidentiality obligations shall remain in effect throughout the term of the Agreement and for a period of three years following the termination of the Agreement. The parties agree to ensure that their employees and subcontractors comply with these provisions.
ARTICLE 19. MISCELLANEOUS
19.1 SEVERABILITY OF PROVISIONS:
The invalidity, lapse, unenforceability, or inapplicability of any provision of this Agreement shall not render the other provisions invalid, lapsed, unenforceable, or inapplicable; such provisions shall remain in full force and effect. However, the Parties may, by mutual agreement, agree to replace the invalid provision(s).
19.2 GOVERNING LAW:
This Agreement is governed by Algerian law, to the exclusion of any other law.
19.3 NOTICE OF ADDRESS:
For the purposes of the performance of this Agreement and any matters arising therefrom, the Parties hereby designate their respective registered offices as their addresses for service.
19.4 DISPUTES:
In order to jointly find a solution to any dispute that may arise in the performance of the Contract, the Parties agree to meet within 15 days of receipt of a registered letter with return receipt requested sent by either Party. If, after an additional period of fifteen days, the Parties are unable to reach an agreement on a compromise or a solution, the dispute shall then be submitted to the competent courts.