Capitalized terms in these Client TOS have the meaning given to them above and below:
1.1 “Client” means the legal entity or natural person(s) not acting as a consumer who concludes an Agreement with Magnet.me.
1.2 “Services” means the services provided by Magnet.me to the Client on the basis of the Agreement, including making available the Platform to the Client and its Users.
1.3 “Platform” means Magnet.me’s website, applications and related service which brings together Clients with vacancies and Members who are looking for vacancies.
1.4 “Agreement” means the agreement between the Client and Magnet.me.
1.5 “Order Summary” means Magnet.me’s commercial order, order form, or quotation which can specify the Services, Fees, Term, and any agreed deviations from these Client TOS.
1.6 “Data Processing Agreement” means the data processing agreement between the Client and magnet.me which lays down their respective rights and obligations with respect to the situation where magnet.me acts as a processor for the Client.
1.7 “Member” means a natural person who creates an account on the Platform for the purpose of exploring career opportunities, applying for vacancies and/or engaging with Content.
1.8 “User” means a natural person who makes use of the Services under the Client’s authority.
1.9 “Account” means a User’s account on the Platform.
1.10 “Fees” means the fees payable by the Client on the basis of the Agreement.
1.11 “Term” means the term of the Agreement.
1.12 “Content” means content added by Users to the Services, such as job vacancies, Client profile, messages, texts, images, videos, or other content published or transmitted by or on behalf of the Client via or to the Platform.
1.13 “Client Data” means the data provided to Magnet.me by or on behalf of the Client or created by Users in connection with the use of the Services, including Content and personal data processed by Magnet.me as a processor.
11.4 “Magnet.me Data” means the data that are ‘owned’ by Magnet.me, excluding the Client Data but including Disposition Data, personal data for which Magnet.me is a controller, analytics data derived from the use of the Services by the Client and its Users.
1.15 “Disposition Data” means technical and status-related data derived from the Client’s applicant tracking system (such as application status, message delivery, or response indicators), excluding the Content.
1.16 “Confidential Information” means any non-public information disclosed by one party to the other in connection with the Agreement which is marked as confidential or of such nature that the receiving party should reasonably understand it is confidential.
2.1 These Client TOS govern and form an integral part of the Agreement (including any follow up Agreements). The Client’s terms and conditions do not apply unless magnet.me explicitly accepts these in writing.
2.2 These Client TOS also apply to the Users’ use of the Services. The Client is fully responsible for all actions of its Users and for ensuring they comply with these Client TOS and the Agreement. If a User is in violation thereof, the Client will ensure this violation is ended, whether or not at Magnet.me’s request.
2.3 The Agreement normally consists of, in descending order of precedence:
2.4 All offers made to the Client are non-binding unless indicated otherwise therein. Any deviations from Magnet.me offers, including an Order Summary, are only binding if confirmed by Magnet.me authorized personnel in writing.
2.5 In case the Agreement is concluded by automated electronic means, Magnet.me reserves the right to refuse the Client for its own reasons and annul the Agreement after prior notification and without liability.
2.6 The Client warrants that the information it provides to Magnet.me in relation to the Agreement is correct, complete and up-to-date. The Client shall provide the cooperation and information reasonably required for Magnet.me to perform the Agreement.
3.1 Per the effective date of the Agreement, the Client is granted the right to use the Services, including the right to have its Users use the Platform, through a remote internet connection, during the Term and pursuant to the conditions of the Agreement (including payment of the Fees if applicable) and these Client TOS. This right is non-exclusive, non-transferable, non-sublicensable, non-shareable, limited, conditional and revocable and may not be encumbered in any way. This clause has property law effect. The services are described in Annex 1 - Service Description
3.2 The Client’s group companies can only use the Services if this has been agreed in the Agreement. In that case: (a) the Client is responsible for such group company’s compliance with these Client TOS and the Agreement, (b) the group company is regarded as a “Client” and (c) the Client indemnifies and holds harmless Magnet.me from claims from such group companies related to the Services.
3.3 The Client may use the Services solely for legitimate recruitment and Client branding purposes and only for its own business activities.
3.4 Magnet.me facilitates the online transmission of job applications and related communications between Members and Clients, thereby acting as a neutral platform. Magnet.me does not represent the Clients or the Members in any way, does not act on the Client or Member’s behalf and does not act as a hiring bureau. Magnet.me does not evaluate or screen Members and does not verify the information Members upload or create in the Services. Magnet.me does not guarantee specific hiring outcomes, matches, response rates or recruitment results. All hiring decisions are made exclusively by the Client. Magnet.me does not participate in, influence, determine or receive any compensation for specific hiring outcomes.
The Client acknowledges that:
3.5 Magnet.me may modify the Services from time to time, for example to update features, for improvement or security purposes or to comply with applicable laws and regulations. We will ensure that such changes do not materially reduce the core functionality of the Services during the Term. During updates, the Services may temporarily be unavailable, we can however never be held liable for such unavailability. We cannot be obliged to implement changes to the Services at the Client’s request unless this is explicitly agreed in the Agreement.
3.6 Magnet.me uses its best endeavors to make the Services available to the Client and its Users and to continuously improve them. We cannot however guarantee that the Services operate 24/7, that they are 100% secure, that they are error-free, or that they comply with all of the Client’s requirements. We also cannot guarantee that Content is processed without error at all times or that interfaces to software used by the Client are operational or without error at all times. In case Users experience issues with the use of the Service, they can contact the support team using the contact method indicated on the Platform. Magnet.me endeavors to respond to questions in a timely manner. Delays may occur where descriptions of the issue are not complete or accurate or when the User does not respond to Magnet.me’s questions about the issue. Magnet.me may need to have access to Client Data to help Users with issues and the Client gives its consent for such access.
3.7 The Platform can be used using the most commonly used internet browsers and operating systems. Magnet.me reserves the right to set additional reasonable (technical) requirements for the use of the Services.
3.8 The Client must arrange for the internet connection, communication means, devices and software used to access and use the Services and is responsible for the security thereof.
4.1 To use the Services, Users must create their own Accounts. For this, they must create unique and strong passwords and refresh these on a regular basis. As offered by Magnet.me, the Users should use more factor authentication means to access their Accounts, not doing so is at the Client’s risk. The Accounts and access credentials are strictly personal and can therefore not be shared with other persons, including other Users. Accounts can only be used for professional purposes.
4.2 The access details for the Accounts must be kept secure and confidential. If an Account is compromised or likely to be compromised, the User must take immediate action to prevent further unauthorized access including in any event changing the password. If Magnet.me must take actions to prevent further unauthorized access, it is entitled to invoice the reasonable costs thereof.
4.3 The Client is fully responsible for ensuring the Users are authorized to create and use the Accounts including as applicable administrator Accounts. The Client is also fully responsible for ensuring that access to Accounts is revoked and Accounts deleted when Users no longer have the appropriate authorizations, e.g. because they have left the company or have a different function.
4.4 The Client is responsible for all actions performed through the Accounts, including actions performed by Users or third parties acting on its behalf.
4.5 Magnet.me may but is not obliged to send (automated) notifications about Account activities to the Client. It is the Client’s responsibility to follow up on such notifications where necessary.
5.1 The Client is solely responsible for all Content and warrants that such Content:
5.2 The Client shall ensure that all use of the Services complies with:
5.3 More specifically, the Services may not be:
5.4 The Services may include features that allows Users to send messages to Members or to contact Members via profiles or sourcing tools. The Client:
Magnet.me acts solely as a processor in relation to the foregoing features.
6.1 Magnet.me does not pre-screen Content and acts as a neutral platform. Magnet.me can however apply automated moderation to Content that is placed on public sections of the Platform, for example to remove an image placed on the Platform with explicit sexual content. Magnet.me reserves the right to audit compliance with the terms of the Agreement including these Client TOS and for this purpose access the Accounts and the Content (unless access to specific Content is not permitted under applicable laws). The Client agrees to provide its cooperation to such an audit.
6.2 Magnet.me reserves the right to remove, restrict, amend, or disable access to Content, restrict or disable access to the Platform or suspend the Services in whole or in part in case of violation of these Client TOS or the Agreement (including where applicable the Client’s payment obligations) or where required by law, court order, legitimate third-party request or to protect the integrity, security, or lawful operation of the Platform. In doing so it will take into account all relevant circumstances. Magnet.me may in such cases also be compelled to share personal data of Users with relevant third parties.
6.3 Magnet.me may and, where required by law, will give the relevant the Client and, where applicable or appropriate the Client, advance warning of the action it intends to take.
6.4 If Magnet.me takes any of the above actions, this does not relieve the Client of its obligation to pay applicable Fees.
7.1 The Client Data are ‘owned’ by the Client. However, the Client hereby gives Magnet.me permission to create Disposition Data from the Client Data (in as far as this has to be derived from Client Data).
7.2 The Magnet.me Data and Disposition Data are ‘owned’ by Magnet.me. We use the Disposition Data and other platform signals for different purposes including to:
7.3 The Client is not allowed to ‘scrape’ data from the public part of the Platform, such as job opening texts and related pictures, except where permitted by mandatory law.
7.4. With respect to personal data processed through the Services:
Further details are set out in the Privacy Policy.
7.5 The Client is responsible for complying with all applicable data protection and consumer protection laws with respect to the processing of the Member’s personal data for which the Client is controller (see section 7.4.(c) above). This includes without limitation informing the Members about the processing of their personal data, e.g. in a privacy statement, responding to Member’s requests with respect to their personal data and ensuring persons whose personal data, including email addresses are shared with Magnet.me have consented to this if legally required.
7.6 In case an Account is compromised and this qualifies as a data breach, or an unauthorized person otherwise gains access to the personal data in an Account, the Client is responsible for notifying this data breach to the competent authorities and the affected Members if legally required. The Client will inform Magnet.me of such a situation and keep Magnet.me informed until the data breach has been handled completely. Magnet.me reserves the right to request the Client to edit notifications to the Members, this for the purpose of protecting its brand, it does not mean Magnet.me can be regarded as a controller for the personal data.
7.7 If Magnet.me receives a request from a data subject for which the Client is the controller, it will forward such request to the Client without undue delay and vise-versa.
8.1 The Client shall pay the Fees in accordance with the Agreement. Unless otherwise agreed in writing, invoices are payable within 30 days from the invoice date. Invoices will not be repaid unless indicated otherwise in these Client TOS.
8.2 All Fees are exclusive of VAT and any other applicable taxes, duties, or levies. The Client is responsible for paying all taxes and other government levies related to the use of the Services as well as in relation to the hiring of Members.
8.3 Any complaints about an invoice must be made within the invoice date, in absence of which the invoice is deemed accepted. If the invoice was incorrect, Magnet.me will issue a corrected invoice with a new payment term.
8.4 If the Client fails to pay an invoice by the due date, Magnet.me shall be entitled, after providing written notice holding a reasonable payment term of at least five (5) working days, after which the Client will be in payment default, to:
8.5 Suspension of the Services shall not relieve the Client of its obligation to pay outstanding Fees.
8.6 The Client is not entitled to set off any amounts owed to Magnet.me against any claims it may have against Magnet.me or make any reductions on the invoice amounts.
8.7 Any failure by Magnet.me to enforce payment rights shall not constitute a waiver of those rights.
8.8 In case of (suspected) payment difficulties on the Client’s part, Magnet.me reserves the right to ask the Client to provide evidence of creditworthiness or provide surety for payment, before Magnet.me continues the performance of the Agreement.
9.1 If the Client pays for the Services, the Agreement has the Term as set out in the Order Summary and in absence thereof, a Term of one year. Unless otherwise agreed, the Agreement shall automatically renew for the same duration as the initial Term if not terminated in writing before the renewal date, taking into account a sixty (60) days notice period. For Agreements with an initial Term of less than three (3) months, the Agreement shall also automatically renew for the same duration, provided that either Party may terminate the Agreement at any time prior to the renewal date without observing any notice period.
9.2 During the initial Term, Magnet.me shall not implement price changes without the Client’s written consent
9.3 Upon renewal:
9.4 If the Client uses a free version of (part of) the Services, the Agreement has an indefinite Term. The Client can terminate such an Agreement at any time by removing its Account. Magnet.me may decide to terminate this type of Agreement, taking into account a one month notice period.
9.5 Magnet.me may terminate the Agreement with immediate effect if:
9.6 The Client may terminate the Agreement by written notice with immediate effect if Magnet.me is in breach of the Agreement and fails to remedy such breach within a reasonable period of at least ten (10) working days after written notice setting out the default in sufficient detail.
9.7 Except as expressly stated in the Agreement or these Client TOS, or as required by mandatory law, termination for convenience is excluded. If the Client has a right pursuant to mandatory law to terminate the Agreement for convenience with a two month notice period, this does not relieve the Client of its obligation to pay the Fees for the remainder of the Term nor does it oblige Magnet.me to repay Fees paid upfront.
9.8 Magnet.me reserves the right to stop offering the Services in whole or in part and will notify the Client thereof taking into account a reasonable notice period of at least three months. Any amounts paid in advance will in that case be refunded pro rate the use that was made of the Services, with deduction of amounts payable to Magnet.me.
9.9 Magnet.me does not incur any liability on account of termination of the Agreement.
10.1 After the Agreement has ended:
10.2 During the two month termination notice indicated in Section 9.7, if applicable subject to payment of the Fees due:
11.1 All intellectual property rights and related rights, including database rights in the Services vest exclusively in Magnet.me or its licensors. Magnet.me reserves all rights not explicitly granted to the Client, including the right to grant others than Users access to the Platform, the right to appoints resellers of the Services and the right to source code with respect to the Services.
11.2 The Client is not entitled to copy, amend, publish or reverse-engineer any part of the Platform without the prior written consent of Magnet.me. If the Client downloads any content (such as documents) from the Platform with Magnet.me branding on it, the Client shall respect the intellectual property rights encased therein and for example not modify Magnet.me’s trademark.
11.3 The Client grants Magnet.me a non-exclusive, royalty-free licence to use the Content as well its trademarks, tradenames and logo’s for the purpose of providing the Services and to use published Content with respect to the Client’s vacancies for the purpose of promoting the Services through different channels.
12.1 Each party shall keep the other party’s Confidential Information confidential and shall use it solely in relation to the performance of the Agreement.
12.2 This obligation does not apply to Confidential Information that:
13.1 Magnet.me nor any of its agents, officers, employees, service providers or subcontractors can be held liable for damage other than direct damage, being the damage directly foreseeable the moment the cause of the damage arose. Without limitation, Magnet.me is not liable for loss of profits, revenue, business opportunity or operations, third-party claims including fines, loss of data or errors in data, reputational damage, consequential, punitive or special damage, damage due to unsuitability of Members, interruptions or errors in communication means, internet facilities or electricity supplies or errors in the Services, links to third-party websites or unauthorized access to Accounts.
13.2 In addition, Magnet.me’s liability is limited to an amount equal to the Fees paid, excluding VAT, for the Services from which the damage arose, such however with a maximum per event or series of events of twelve (12) months of the Fees in effect at the time the cause of the damage arose. In case the Client uses Services for free, the maximum liability towards the Client is EUR 500 (five hundred euros).
13.3 The above liability limitations do not apply in case the damage is caused by Magnet.me’s intentional or deliberate recklessness or in case liability cannot be limited or excluded pursuant to mandatory applicable laws.
13.4 If Magnet.me is in breach of its obligations, it can only be liable if it has been granted a reasonable period of at minimum 10 (ten) working days to remedy the breach, after having been served a notice of default which describes the breach in as much detail as possible so that Magnet.me has the opportunity to respond adequately.
13.5 Any right to compensation of damages only arises if the damage is reported to Magnet.me in writing as soon as possible after the damage has occurred and ultimately within three (3) months thereof. The right to compensation of damage lapses by the mere expiry of a period of twelve (12) months following the moment the cause of the claim arose, if prior to the expiry of this term no legal proceedings have been instituted against Magnet.me to have the damage compensated.
13.6 The Client is liable for any damage suffered by Magnet.me in relation to the Client’s use of the Services. This includes without limitation damage to Magnet.me’s systems caused by the Client’s software or interfaces that are connected to the Services or by Content uploaded onto the Services. The Client indemnifies and holds Magnet.me harmless from third-party claims, including without limitation claims from Users, Members and government authorities in relation to the Client’s use of the Services as well as its relation to the Members. To the extent prescribed by applicable mandatory law, this indemnification does not extend beyond the Client’s liability by law.
14.1 These Client TOS and the Agreement are exclusively governed by the laws of the Netherlands, excluding its conflict laws.
14.2 Articles 6:227b and 6:227c Dutch Civil Code are not applicable, in as far as it is possible to exclude those provisions and the Client waives any rights it may have to rescission (‘ontbinding’) or annulment (‘vernietiging’) of the Agreement (including these Client TOS) pursuant to those articles.
14.2 The courts of Rotterdam, the Netherlands have exclusive jurisdiction over any disputes between the Client and Magnet.me arising out of or in connection with the Services.
15.1 Magnet.me can amend these Client TOS from time to time to reflect changes in its organization, processes, business model or laws and regulations. Amendments also apply to existing Agreements. The Client will be informed of the amendment.
15.2 The Client warrants that the natural person(s) who conclude the Agreement is or are duly authorized to represent it and waives any rights it may have in respect of unauthorized representation. The Client warrants that it, nor any of its affiliated persons are listed on any sanctions list anywhere in the world.
15.3 If any provision of these Client TOS is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and be deemed replaced by a valid and enforceable provision which is as close to the original intent as possible.
15.4 Failure by Magnet.me to enforce any provision shall not constitute a waiver of its rights.
15.5 The Client may not assign or transfer its rights and/or obligations ensuing from Agreement without Magnet.me’s prior written consent.
15.6 Magnet.me may subcontract parts of the Services, provided it remains responsible for performance in accordance with the Agreement.
15.7 The Client acknowledges that these Client TOS are binding for it irrespective of how they were made available, e.g. directly to a User or by reference to an online location, and irrespective of whether the Client has read them or not.
If specified in the Order Overview, the Client is granted access to certain features and tools associated with the Organisation Page, including, without limitation, the ability to upload photos, testimonials, videos, and frequently asked questions.
A feature that allows the Client to designate one Job at a time as a promoted job (“Promoted Job”) by placing it in a Promoted Job Slot. The Job will be promoted to a target audience specified by the Client, including through increased visibility in communications and on the Platform. The Client may replace the Job assigned to the Promoted Job Slot at any time.
A credit entitling the Client to promote a Job (“Promoted Job”) for a period of thirty (30) days, during which the Job is brought to the attention of a target audience specified by the Client. This may include, among other things, increased visibility in emails to Members and more prominent placement on the Platform. Each Promoted Job Credit remains valid for twelve (12) months from the date of purchase, after which it expires without any right to a refund.
A feature designed to increase the visibility of the Client among a target audience specified by the Client, for example by increasing the number of connection requests sent via the Platform, with the aim of growing the Client’s network. This feature may be used within twelve (12) months from the date of purchase, after which it expires without any right to a refund.
A service that enables the Client to build, maintain, and engage a talent community in order to establish long-term relationships with job seekers. It also provides the ability to engage with job seekers through various touchpoints by adding them to the Client’s talent network. The service includes automated communications, such as branded email updates, to inform Members about vacancies that match their interests and profile.
If specified in the Order Overview, Magnet.me shall, on a weekly basis, send messages on behalf of the Client to up to ten (10) Members per week, for the purpose of promoting a Job designated by the Client.
A credit entitling the Client to send, or have Magnet.me send on its behalf, messages via the Platform to up to thirty (30) Members for the purpose of promoting a Job specified by the Client. Each Outsourced Messaging Credit remains valid for twelve (12) months from the date of purchase, after which it expires without any right to a refund.
An email campaign prepared by Magnet.me featuring content relating to the Client, which is sent to a number of Members specified by the Client. The content and timing of the email shall be subject to mutual agreement and prior approval by the Client.
If specified in the Order Overview, Magnet.me shall, at least once every two (2) weeks, access a website or URL designated by the Client and publish any vacancies and/or (career) events listed thereon to the Platform.
If specified in the Order Overview, Magnet.me shall engage a photographer who, in consultation with the Client, will take photographs of the Client’s office (“Office Photos”). A selection of up to fifteen (15) photographs will be uploaded to the Client’s Organisation Page. The Client is entitled to use, copy, distribute, and share the photographs in any medium or format without any obligation to credit the creator.
If specified in the Order Overview, Magnet.me shall engage a film production team who, in consultation with the Client, will produce a video of the Client’s office (“Office Video”). The video will be uploaded to the Client’s Organisation Page. The Client is entitled to use, copy, distribute, and share the video in any medium or format without any obligation to credit the creator.