Terms & Conditions

AlexisHR from Simployer

Simployer Terms and Conditions

 

‍1. Introduction

‍1.1 These Terms and Conditions apply to the Services provided to you, the Client, by Simployer ApS (“Simployer”). By using the Site and the Services you acknowledge and agree that you have read and understood these Terms and Conditions and you accept and agree to be bound thereto. Please print and retain a copy of these Terms and Conditions for future reference.

2 Definitions

2.1 The following terms have the following meanings when used with a capital first letter:

“Agreement” means the Order Form, these Terms and Conditions and the Data Processing Agreement;

“Simployer Technology” means all proprietary technology used in delivering the Services (including the software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Simployer in providing the Services;

“Applicable Law” means any law, regulation, judgment, legal principle or other legally binding requirement or rule of any governmental authority in any jurisdiction applicable from time to time;

“Client”, “you”, “yours” means the company or organization ordering the Services. Please acknowledge that the Services is not available for individuals;

“Client Data” means any data, information or material provided to Simployer or submitted by or on behalf of you or any User under the Agreement, including but not limited to employee data held in the Services;

“Effective Date” means the date upon which the Order Form has been signed by both parties;

“Integration Partners” means third parties providing Integration Services made available to you through the Site;

“Integration Services” means services provided by Integration Partners;

“Intellectual Property Rights” means all intellectual property rights of any description, including without limitation, inventions, patents, trademarks, domain names, trade names, designs, copyrights (including rights in computer software), neighboring rights and database rights whether registered or not, including applications for the registration of such rights and the right to apply for such registration, and forms of protection of a similar nature anywhere in the world;

“Order Form” means the form used for ordering the Services, which is an integrated part of the Agreement;

“Privacy Policy” means Simployer’s privacy policy, in force from time to time;

“Service/Services” means the online human resource services developed, operated, maintained and provided to you by Simployer through the Site pursuant to the Agreement (excluding Integration Services);

“Service Availability” means the availability of the Services set out in Section 9 below;

“Site” means Simployer.com or any other site from where Simployer makes the Services available;

“Subscription” means the Services to be provided during a Subscription Term;

“Subscription Term” means each 12 months period for which you subscribe for the Services;

“Terms and Conditions” means this document; and

“User(s)” means your officers, employees, representatives, consultants, contractors or agents who are authorized to use the Services and have been supplied user identifications and passwords by you (or by Simployer at your request).

3 Registration and training

3.1 In order to use the Services you need to provide registration data as specified on the Site. The registration data shall be accurate, complete and updated by you on a regular basis.

3.2 Services related to setting up the Platform and/or training your Users may be made available by Simployer upon your request. The availability and cost of such services is outlined in the Order Form.

4 Your right to use the Services

4.1 Subject to the Terms and Conditions of the Agreement and the due payment of all relevant fees, Simployer hereby grants you a non-exclusive, limited, revocable and non-transferable right to use the Services for your own internal business purposes as set out in the Agreement. Any rights to the Site, Services or Simployer Technology, which are not expressly granted to you are retained by Simployer and not part of this Agreement.

4.2 Simployer holds all right, title and interest, as well as any thereto related Intellectual Property Rights, in and to the Site, the Simployer Technology and the Services as well as any improvements and amendments thereof. No license or rights are granted, under this Agreement, to you or any third party to use any of Simployer’s trademarks, names, logos or similar.

5 Subscription Term

5.1 This Agreement commences on the Effective Date and shall remain in force as long as you subscribe for the Services. Either party may choose not to renew a Subscription by notifying the other party thereof in writing at least 3 months before the end of a Subscription Term. Unless such written notification has been served, the Subscription will be automatically renewed for a new Subscription Term.

6 Simployer’s responsibilities

6.1 Simployer will provide the Services to you in accordance with the Agreement. The Services will be performed in a professional manner consistent with general industry standards as reasonably applicable thereto.

7 Your responsibilities

7.1 In order for Simployer to be able to provide you and the Users with the Services and to perform its obligations under the Agreement it is important that you and the Users only use the Services according to the Agreement.

7.2 You acknowledge and agree that you will only use the Services in accordance with the Agreement and that (i) you will obtain and maintain the software and hardware necessary to access and use the Site and the Services; (ii) you are not aware of any viruses, trojans, worms or other malicious software or code in the Client Data and that the Client Data is in the format required for using the Services and in a format that cannot damage or interfere with the Site, the Simployer Technology and/or the Services; (iii) all activities occurring under Users’ accounts complies with Applicable Law and that you and the Users do not copy, license, transfer, distribute or otherwise commercially exploit or make available the Services to any third party in any way; (iv) information provided by Simployer to you and the Users for access to the Services and/or the Site are handled confidentially and in accordance with the Agreement and that you notify Simployer immediately in the event of any unauthorized misuse of password or account or any other known or suspected breach of security, unauthorized access to the Platform and/or the Services; and (v) none of the Users use the Services in any way that interferes with Simployer's ability to provide the Services to other parties or that prevents or restricts other parties from using the Services, or damages any of Simployer's or any other party’s property.

8 Integration Services

‍8.1 When using the Site and the Services you and the Users may be offered various Integration Services. Such Services are provided by third parties and subject to their respective terms and conditions. Therefore Simployer has no control over, nor any responsibility or liability for any functionality, content or performance of any such Integration Services.

9 Availability of the Services ‍

9.1 Simployer aims to provide high Service Availability and that the Services and the Site shall be available 24 hours a day without unplanned or unwanted disruptions. Simployer therefore provides a Service Availability of 98 percent all year round. Please visit status.alexishr.com for information about actual uptime and incidents.

9.2 The Service Availability is not a guarantee and Simployer makes no warranty or representation in respect of the Service Availability or that the Site and the Services always will functioning and be error free, but Simployer will make commercially reasonable efforts to correct any reported errors and keep the Site and Services available to you and the Users in accordance with the Service Availability. You further acknowledge and accept that the functionality of the Site and the Services is dependent on numerous factors some of which are outside of Simployer’s control, including but not limited to networks for internet access, data communication, maintenance and force majeure events, for which Simployer have no responsibility.

9.3 Simployer works actively to improve the Services over time. Simployer may therefore make necessary changes to the Site and the Services, which means that the Site and/or the Services (in whole or in part) may be temporarily disconnected. You acknowledge and accept that such measures may affect the availability of the Services and that such disruptions will not be included when calculating the Service Availability. Simployer will inform you of any planned activities that will affect the availability of the Site and Services via email or on the Site.

9.4 Simployer reserves the right to suspend the Services or restrict your and/or any User’s access to the Site and/or any of the Services in case of non-payment or other breach of this Agreement and/or Applicable Law.

10 Fee and terms of payment

10.1 You shall pay the fees for the Services as specified on the Site and as otherwise agreed between the parties. Simployer may offer new or extended functionality as separate modules, which will be subject to additional fees as described on the Site.

10.2 The fees for the Services shall be paid in advance for each Subscription Term within 30 days from the date of the invoice.

10.3 Simployer has the right to adjust the price of the Services once per year. Price increases beyond the consumer price index (CPI) based on the purchase year shall be communicated to the customer in accordance with point 18.1 below.

10.4 If the number of users increases after the time of renewal, Simployer has the right to invoice the Client for the increased number of users until the end of the renewed Subscription Term.

11 Client Data

‍11.1  Simployer respects your rights in your data and Simployer retains no rights in Client Data pursuant to this Agreement. Simployer will not sell Client Data to any third parties. Simployer may however use anonymized Client Data, which does not include personal data, in order to improve the Services for the benefit of our customers and for product development, statistics, benchmark analytics and other similar purposes. Such anonymized Client Data will not reveal the identity of you or any User. By entering into the Agreement you grant Simployer a perpetual and unrestricted right to use and make use of such anonymized Client Data for the purposes set out above.

11.2 You are responsible for the Client Data and that you have obtained the necessary rights to use the Client Data. Simployer is not responsible or liable in relation to you or any third party for the deletion, correction, destruction, damage, loss or failure to store Client Data Data to the extent such deletion, correction, destruction, damage, loss or failure to store Client Data has not occurred due to Simployer’s fault.

11.3 You undertakes to indemnify and hold Simployer harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with any claim from a third party that the use and/or disclosure of any Client Data infringes the rights of any third party (including any of the Users).

11.4 Upon termination of the Agreement and/or the permanent discontinuation of the Services, Simployer will inform you how to retrieve Client Data from the Site. Simployer will make the Client Data available for you during a period of 30 days. You acknowledge and accept that it is your responsibility to retrieve the Client Data within that period and that Simployer is entitled to delete all such data after the end of the 30-days period.

11.5 Under extraordinary circumstances, or if you or a User commit a breach of this Agreement that may negatively affect Simployer or the Services, Simployer may need to withhold, delete, remove and/or discard Client Data. We will, if possible, always try to notify you in advance before taking any such extraordinary actions and giving you the chance to take remedial measures.

12 Personal Data and Privacy

12.1 As part of the Services Simployer may process your personal data. All such processing is subject to the Data Processing Agreement. You may not provide Simployer with any personal data of any Users or third parties unless and until you have fulfilled all applicable obligations in respect thereof pursuant to Applicable Law (including the obligation to inform the Users on how you process their personal data) and obtained all necessary (if any) consents, authorizations and permissions to do so.

12.2  The use of the Services is also subject to Simployer at any time applicable Privacy Policy and other specific terms of use published on the Site.

13 Confidentiality

13.1 Save for the other party’s prior written consent and the exceptions set out below, each party hereby undertakes not to directly or indirectly exploit or reveal to a third party any information about the Agreement or confidential information that a party has received as a result of or pursuant to the Agreement.

13.2 The parties’ undertaking above does however not apply to (i) disclosure of information due to a court judgment or decision by any authority; (ii) disclosure necessitated by Applicable Law, stock exchange contract or similar binding rules; (iii) information which a party can prove was in its possession before the party received it from the other party; or (iv) information that, at the time of disclosure, is generally available to or known by the public other than as a result of its disclosure in breach of this Agreement.

13.3  You accept that Simployer may disclose the fact that you are a user of the Services. You further accept that Simployer may disclose such confidential information as is required for the purpose of providing the Services to its employees, representatives, consultants, contractors or agents (subject to such persons being bound by a corresponding duty of confidentiality).

14 Limitation of liability

14.1 A party that fails to fulfil its obligations set out herein shall compensate the other party for any direct loss or damage incurred as a result of such breach, with the limitations set out below. Neither party shall be liable for any indirect loss or damage, including but not limited to loss of profit, loss of business, loss of data or loss of goodwill. Simployer is not liable for your or the Users use of the Site and the Services.

14.2  Each party’s aggregated liability under the Agreement shall be limited to an amount equivalent to the fees paid or payable for the current Subscription Term. The parties agree that the limitations set out in this Section 14 shall not apply if the loss or damage is caused by (i) a party’s gross negligence or willful misconduct; (ii) your breach of Section 7 or 11; or (iii) you initiating, or your equipment or infrastructure is used for, a DDoS or other harmful attack on the Service or Simployer (including the spreading of viruses, worms, trojans or other harmful code).

15 Modifications of the Services and the Agreement

15.1 You acknowledge and accept that the Services may be modified by Simployer during the term of the Agreement. All such modifications will be part of the Services.

15.2  Simployer may change these Terms and Conditions by issuing updated Terms and Conditions on the Site or make them available to you via email. The amended Terms and Conditions come into effect 30 days after the date they were made available on the Site or an email notification was sent by Simployer. If changes lead to significantly and materially altered service(s) and in such a way that the Client cannot use a service for the purposes it originally was purchased or intended for, the Client has the right to terminate these service(s). You do so by object to any changes that you consider to have a material negative impact on the specific service by sending a written notice to Simployer with your objection within 30-days. Simployer will take your objection into consideration. If the parties cannot agree on the changes, each party may terminate the affected service(s)  before the change comes into effect. Unless you have objected to the changes within the 30-days period, the updated Terms and Conditions are deemed accepted.

16 Termination

16.1  A party is entitled to terminate this Agreement with immediate effect should (i) a proceeding in bankruptcy, insolvency or other law of the relief of debtors, including the appointment of any receiver or trustee or assignment for the benefit of creditors, be instituted by or against the other party; (ii) the other party commits a material breach of its obligations pursuant to this Agreement that, if possible to remedy, are not remedied within thirty (30) days of notification of such breach by the non-defaulting party; or (iii) in case of force majeure as set out in Section 19.1.

16.2  You are entitled to terminate the Agreement as set out in Sections 15.2 above and 17.2 below.

16.3  Simployer is entitled to terminate the Agreement (i) with immediate effect should you commit breach of your obligations set out in Section 7 or Section 11 above; and (ii) with at least 90 days written notice should Simployer decide to permanently discontinue providing the Services on the market.

16.4 No pre-paid fees will be refunded if the Services are suspended or upon expiration or termination of the Agreement (regardless of cause), unless Simployer permanently discontinues to provide the Services as set out in Section 16.3 above, in which case you will be granted a refund equivalent to the prorated fee for the remaining Subscription Term.

17 Simployer’s use of subcontractors

17.1 Simployer may use third parties for providing the Services, or parts thereof. Simployer are responsible for the performance of its subcontractors as for its own performance hereunder.

17.2 The subcontractors currently used are set out on Data Processing Agreement. Simployer may add or replace existing subcontractors. You will be informed about any changes to the subcontractor list on the Site. Should you object to the use of a subcontractor, you may terminate the Agreement immediately.

18 Notices

18.1 All notices and communication under the Agreement must be in writing and shall be deemed to have been received by Simployer or you, as applicable, when (i) delivered by post, unless actually received earlier, on the third business day after posting; (ii) delivered by hand, on the day of delivery; or (iii) if sent by email, on the day of delivery, subject to the exception that the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee.

19 Force majeure

19.1 If a party is prevented from fulfilling its obligations under the Agreement due to a circumstance beyond the party’s control, including but not limited to labor dispute, fire, natural disasters, power failure, riots, acts of terrorism, sabotage, changes in regulations, governmental actions, epidemics or pandemics and or a failure or delay in services provided by a subcontractor due to a circumstance stated herein then this shall constitute a ground for release resulting in an extension of the deadline for performance and release from liability. If the performance of the Agreement to a substantial part is prevented for a period exceeding two (2) months, either party shall have the right to terminate the Agreement.

20 Entire Agreement

20.1 The Agreement represents the entire understanding and agreement between you and Simployer with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements in relation thereto.

21 Assignment

21.1 The Customer may not assign its rights and obligations under the agreement to any other party without the prior written consent of Simployer. Such consent is necessary even if the transfer of rights occurs as part of a merger with another company (merger) or division of the company (demerger) and should not be unreasonably withheld. Simployer may assign its rights and obligations under the agreement to a third party with liberating effect.

22 Waiver

22.1 No failure or delay to exercise any right, provision, term or condition coming to Simployer under the Agreement shall constitute a waiver thereof unless made in writing.

23 Governing law, disputes

23.1 The Agreement shall be governed by and construed in accordance with the laws of Denmark, without regard to its provisions on conflict of laws.

23.2 Any dispute arising in connection with the agreement shall be sought resolved through negotiations. If negotiations do not succeed, the matter shall be resolved by the ordinary courts at the location in Denmark where the Supplier has its offices.

23.3 If any provisions of this agreement or the fulfillment thereof are deemed invalid under the law, this shall not affect the validity of the other provisions of the agreement.