These Terms of Service (the “Terms”) which govern the use of our Service (as defined below) have been entered into between Zmash AB (“Zmash”, “we”, “us” or “our”), Swedish registration number 559128-2834, a company incorporated under the laws of Sweden with its registered office at Malmskillnadsgatan 32, 111 51 Stockholm, Sweden, and the “Customer” (or “you”), as defined in an order document (an “Order Document”) or as stated on the Site when signing up for the Service.
If an Order Document, which defines any specific terms, has been signed, our entire agreement (the “Agreement”) consists of the Order Document and these Terms. In case of any discrepancies between the Order Document and these Terms, the Order Document shall prevail.
The following words and phrases shall, in this Agreement, have the meaning assigned below:
the “Site” refers to the domain and sub-domains of www.zmash.com.
“Zmash” refers to our company (Zmash AB); our Site; our Service; or a combination of all or some of them, depending on the context in which the word is used.
the “Service” refers to any of the services that we provide, including, but not limited to, our online Talent Attraction solution Zmash.
“Chatbot” refers to a chatbot implemented by the Customer through the Service.
“User” refers to any authorized user of the Service who is a representative of the Customer.
“User Account” refers to the personal password protected account used to identify specific Users of the Service.
“Applicant” refers to anyone applying to a Job through chat conversation.
“License” refers to the Customer’s right to use the Service, and the individual conditions that apply for such Customer.
“Content” refers to all texts, graphics, videos, pictures and all other information, that the Customer as well as its Users or publishes or in other ways makes available for others at or via the Service.
“Applicant Information” refers specifically to any Content of an application submitted via the Service.
“Third Party Sites” refers to any site not provided by Zmash
The Service is an Talent Attraction platform, available on the site and customer sites, which aims to increase applicants by AI based conversations. It is an end-to-end solution enabling, for example, AI conversations with candidates, guide and find open positions, present open positions and make candidates apply directly within the chat conversation.
Zmash does however reserve the right to modify, suspend, and/or discontinue properties of the Service at any time, with or without notice. All new functionalities, features or services introduced to the Service will be subject to the Agreement. We will make reasonable efforts to keep the Service operational and fully functional during updates.
The Customer is granted a non-exclusive and non-transferable License to use the Service. The License may consequently only be used for the specific Customer’s internal purposes and may not be resold.
You are responsible for obtaining and maintaining all hardware, software, communications equipment and network infrastructures required to access and use the Site and the Service, as well as paying all third-party fees and access charges incurred while using the Service.
The Customer is solely responsible and liable for all access to and all actions and activities conducted under any of the Customer’s designated User Accounts, as well as the Customer’s designated Users’ use of the Service. The Customer undertakes to immediately inform Zmash of any unauthorized use of your User Accounts.
Zmash reserves the right to suspend any User or terminate any User Account if activities occur which constitutes or may constitute a violation of the Agreement, our instructions or of any applicable local or international law, rule or regulation. Each User may however cancel their own User Account at any given time, without regard to any period of notice.
Zmash maintains the right to use the Customer’s and its Users’ information, in an anonymized, consolidated and aggregated manner with other customers’ information in marketing activities to improve, develop and modify the Service and to compile statistics and benchmark data to its Customers and Users in an anonymized manner.
Any price indicated in the Order Document is based on an Product versions.
Any fees for the Service are payable by invoice in advance on annual basis, as set forth in the Order Document.The fees are exclusive of VAT and any other applicable sales or use taxes or duties.
Zmash reserves the right to change the fees for the Service with thirty (30) days’ notice, whereby the new fees will apply at the renewal of an ongoing subscription (i.e. as of next month or next year).
The Customer shall pay all invoices within thirty (30) days after the invoice date. Prior to the start of each contract term, the Customer will be invoiced for the full amount due for the coming term.
Interest on overdue payment shall accrue according to the Swedish Interest Act (Sw. räntelag (1975:635)), and collection fees will be charged when applicable. Zmash shall, in addition to other remedies, be entitled to suspend or terminate the Customer’s and its Users’ access to the Service, until payment is made.
Failure of payment is not considered a cancellation of a subscription or a termination of the Agreement.
Credit card payment may be accepted in certain cases. Additional terms may however be applicable for Customers using a credit card.
If a credit card is cancelled or expires before a subscription can be renewed, the Customer will be requested to rectify this immediately. However, Zmash AB reserves the right to terminate an account and delete its associated data without notice in such situations.
The Agreement shall commence and remain in force as stated in the Order Document or, if there is no Order Document, in accordance with what is at any time stated on the Site.
Unless the Agreement is cancelled in writing by either party at least i) sixty (60) days prior to the expiration of the Agreement for annual subscriptions, the Agreement will be extended automatically for the same time as the previous Agreement period, whereas Zmash’s at the time of the extension current fees will apply.
If the Customer terminates the Agreement in advance, there will be no refund of payment for the ongoing Agreement period, however the Customer’s access to the Service during the time left of the subscription will remain.
Zmash may furthermore offer special terms for the use of the full Service for a trial period, in accordance with the provisions set forth on the Site. A trial period can, notwithstanding what is otherwise stated in these Terms, be cancelled at any time. A trial period will however, if not cancelled before the end of the trial period, automatically pass to a monthly subscription, whereas Zmash’s current fees will apply.
The Customer shall use the Service for lawful purposes only. The Customer agrees to, within the scope of the Service and in relation to Zmash, not defame, abuse, harass, threaten or otherwise violate the legal rights of others, including Zmash; not publish, post or in any other way express any topic, material or information that is inappropriate, defamatory, infringing, obscene, pornographic, racist, terrorist, politically slanted, indecent or unlawful; not contribute to destructive activities such as dissemination of viruses, spam or any other activity that might harm Zmash, the Service or the Users in any way; and not use programming codes or commands when communicating in the Service.
The Service includes functions for uploading,linking, communicating and otherwise making Content available for others,meaning Candidates. The Customer is at all times responsible for the Content uploaded or otherwise made available by agreeing to the use of the Service.
By uploading Content through the Service, the Customer warrants that it is either the owner of the Content or that it holds a valid permission to such Content from the appropriate rights holder and that the Content, or the Customer’s use thereof, is in no way a violation of any national or international legislation.
Zmash makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information or data accessed on or through the Service. No information obtained from Zmash or the Service shall create any warranty if not expressly stated in the Agreement. Zmash does not examine or take any responsibility regarding the validity of information provided by Customers and their Candidates.
Zmash is granted a non-exclusive right to use and publish Content submitted to the Service to the extent necessary to provide the Service in accordance with this Agreement.
Applicant Information and Content related to an Applicant chat conversation in the User interface will only be visible to the Customer who entered agreement with Zmash (and its designated Users) and will not be shared with third parties.
Zmash will process personal data regarding Users and Applicants on the Customer’s behalf. Hence, the Customer is considered the data controller whereas Zmash is the Customer’s data processor. The Customer’s privacy policies or instructions, if any, are therefore applicable to the processing of personal data executed by Zmash on the Customer’s behalf, in the extent such have been announced to and accepted by Zmash
Zmash and the Customer may furthermore enter into a separate Data Processing Agreement.
For the sake of clarity, Zmash may also process data regarding Applicants on its own behalf or on behalf of other customers of the Service.
The Service and its Original Content, features, functionality, and design elements are and will remain Zmash’s, exclusive property. The Customer’s use of the Site and the Service is limited to the rights granted to the Customer under the Agreement. Zmash’s intellectual property may not be used in connection with any product or service without Zmash’s prior written consent.
The Site, the Service or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any purpose inconsistent with the limited rights granted to the Customer under the Agreement.
Zmash assumes no responsibility for the content, advertising, goods or services, privacy policies or other practices of any Third Party Site that may be reached by links presented in the Service. The Customer and its Users are responsible for evaluating whether to access or use a Third Party Site or to be bound by any applicable terms found therein. Furthermore, the Customer agrees that Zmash is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such Third Party Site.
The Customer shall compensate Zmash with respect to all direct and indirect liabilities, losses, damages, costs or expenses caused, arising out of, or in connection with (i) the Customer’s negligence, (ii) the Customer’s breach of the Agreement, or (iii) the Customer’s misuse of the Service.
In the event of Zmash’s material breach of this Agreement, and if such breach remains uncured for a period of more than three (3) days after notice from the Customer, the Customer shall be entitled to a refund equal to one (1) day’s Service fee pro-rata for every day that the material breach remains uncured, however limited to a maximum of thirty (30) days or any shorter period left of the ongoing contract term. Such refund claim must be presented to Zmash in writing within fifteen (15) days.
After the passing of thirty (30) days (or any shorter period left of the ongoing contract term), and if the material breach remains uncured, the Customer has the right to terminate the Agreement with immediate effect and to claim a refund equivalent to one (1) day’s License fee pro-rata for every day that remains of the Agreement term.
The Customer has no further rights to compensation, other than what is stated in this clause 15.
Zmash does not guarantee uninterrupted, secure or error-free operation of the Service. The Service is provided “as is” without warranties of any kind, whether expressed or implied, including, but not limited to, the implied warranty of merchantability, fitness for a particular purpose, non-infringement or course of performance. Zmash is not responsible for either technical, hardware or software malfunctions, lost or unavailable network connections, downtime or disconnections from User Accounts.
Zmash is not responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Service or User Accounts.
To the maximum extent permitted by applicable law, Zmash shall in no event be liable for any indirect, incidental, special, consequential or exemplary damages, however caused and under any theory of liability arising out of or in connection with the Agreement. This shall include, but not be limited to, any loss of; profit, goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible losses.
If Zmash is found to be liable to the Customer for any damage or loss which arises out of or is in any way connected to the use of the Service, Zmash’s liability shall in no event exceed an amount corresponding to the latest twelve (12) months’ worth of Service fees paid to Zmash by the Customer. Such claims must be presented to Zmash in writing within fifteen (15) days from when such damage or loss was, or should reasonably have been discovered.
Should the Customer, or any of its designated Users, use the Service in violation with the Agreement, Zmash shall have the right to: i) delete any Content produced by the Customer, ii) terminate the Agreement, and iii) receive a reasonable compensation for its losses connected to the Customer’s violation.
Zmash reserves the right to directly limit the use of or access to the Service and to block, restrict or delete any Content at any time, for any reason and without liability, if such use, access or Content constitutes or may constitute i) a violation of the Agreement in general or of any applicable local or international laws, rules or regulations, or ii) a risk of harming Zmash’s trademarks, goodwill or reputation.
Any Order Document may only be amended in writing signed by an authorized representative of both parties.
Zmash may, at any time and for any reason, amend these Terms by publishing the amended Terms on the Site. The amended Terms shall automatically be effective upon publishing.
Neither this Agreement nor any obligation or right hereunder may be assigned or transferred by either party without the prior written consent of the other, provided, however, that either party may assign this Agreement in whole without the other party’s prior consent to a successor in connection with a merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates, on condition that such successor agrees in writing to comply with all terms and conditions of this Agreement.
The parties shall be relieved from any liability for any delay or failure to perform any obligation under this Agreement during such period and to the extent that the due performance thereof by either of the parties is prevented by reason of any circumstance beyond the reasonable control of the party (“force majeure”), such as war, warlike hostilities, labor disturbances, fire, flood, or other circumstances of similar importance.
The party desiring to invoke an event of force majeure shall immediately provide the other party with a written notice.
If the performance of the Agreement is severely hindered for a longer period than three (3) months due to a force majeure event, either party shall be entitled to terminate the Agreement with immediate effect. Upon termination due to a force majeure event, each party shall bear its own costs incurred by the termination.
The Agreement shall be construed in accordance with, and governed by, Swedish law.
Any dispute arising from or relating to this Agreement shall be settled by the public courts of Sweden, Stockholm district court being the first instance.
Zmash AB, company registration no. 559128-2834
Visiting address: Malmskillnadsgatan 32 5, 111 51 Stockholm
Stockholm, August, 2019