SPECIFIC TERMS AND CONDITIONS OF COMMERCIALE USE SKILLVALUE ASSESSMENT

SkillValue, a company in the Pentalog Group, offers a full range of solutions and services in the field of recruitment, freelancing, technical assessment, coding competitions and exercises and hackathons, enabling companies to assess, attract and mobilise those with interest in IT.

The present Specific Terms apply to the “SkillValue Assessment” service offered by SkillValue, which the User wishes to use.

Subscription to the Services governed herein is equivalent to acceptance of the present Specific Terms and of the Site’s General Terms of Use.

 

1. DEFINITIONS

The following terms have the definitions given to them, as follows:

– Administration Account: refers to the main account created on signing the present Contract on the SkillValue Site by the User or one of its representatives who are authorised to sign the present Contract and to pass all Orders using the SkillValue Assessment Platform. The person using the Administration Account has the option of creating other User Accounts on the SkillValue Assessment Platform, and of creating other groups of Authorised Users.

– Anomaly: refers to a malfunction of the SkillValue Assessment Platform or of the Service, which is
reproducible and not attributable to poor use or modification of the logins or of the configuration of the SkillValue Assessment Platform or of the Service by the User or any other persons, whether or not
authorised. Anomalies can be defined as:
Blocking: refers to an Anomaly which completely blocks operation of the Service, without any possible workaround solution;
Major: refers to an Anomaly which completely prevents use of a major function of the Service, without any possible workaround solution.
Minor: refers to other Anomalies.

– Assistance Services: refers to the Services defined in article 10.2 below.

– Authorised User: refers to a user who is a member of the User’s personnel, forming part of the workforce or placed under its control and under its responsibility, and who may use the SkillValue Assessment Platform or the Services in accordance herewith, via the User’s Account.

– Candidate: refers to all natural persons qualified as candidates who are registered in a database of a User Company.

– Contract: refers to the set consisting of the CGU and the present Specific Terms and Conditions of Commerciale Use, and of the User’s Orders.

– Estimate: refers to the document issued by SkillValue if an Order is passed by a User, as stipulated in article 5 “Financial Provisions”.

– General Terms of Use (or CGU): refers to the General Terms of Use of the SkillValue.com Site, in application of which the present Specific Terms and Conditions of Commerciale Use and have been produced.

– Interface: refers to the interface specific to each User made available to them through their Account, enabling them in particular to display and modify their profile, and to incorporate and process the data relating to the Candidates and to the results of the Tests taken by them.

– Opening Times: refers to the times during which SkillValue will be able to intervene to provide Assistance, on the terms defined in article 10.2, namely the time range for France from 9 AM to 6 PM (GMT+1).

– Order: refers to the signature or purchase of an access to the Platform by a User.

– Personal data: refers to the article article 4.1 of the General Data Protection Regulation (or “GDPR”), to any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

– Platform: refers to the hardware infrastructure, network and software used and operated by SkillValue, or its subcontractors, to provide the Services, also referred to as “SkillValue Assessment”. This Platform is hosted by SkillValue under its responsibility, on servers located in France.

– Privacy Policy: refers to the Personal Data processing policy used by SkillValue.

– Services: refers to the skills assessment Services purchased by the User, making use of the SkillValue Assessment Platform, of which SkillValue is the supplier, as referred to in the Order.

– Pentalog Group’s Company(ies): refers to any company owned at least at 36% by Pentalog France, the Pentalog Group holding company, whereas existing or future.

– Site: refers to the Website located at the address SkillValue.com, or all other addresses which may subsequently be communicated by SkillValue, ownership and exploitation of which belong to SkillValue, from which the User passes the Order for desired Services, and at which they log on to their Account.

– SkillValue: refers to the company SKILLVALUE SOLUTIONS SAS, a simplified joint-stock company with capital of 2,077,340 Euros, having its registered office at Château des Hauts, 1 rue des Hauts, 45380 La Chapelle-Saint-Mesmin, France, registered in Orléans Trade and Companies Register under number 829 682 384, together with the SKILLVALUE trademark and the attached logo.

– Tests: refers to all types of assessments, quizzes or coding exercises offered on the Platform for the purpose of assessing skills.

– User: refers to all Users which are legal entities and which use the Site as professionals.

 

2. PURPOSE

The purpose of the present Specific Terms is to define the terms and conditions on which SkillValue supplies the Services to the User.

The present Specific Terms form an integral part of the Contract, and enable the User to purchase an access to the SkillValue Assessment Platform and to the corresponding Services by purchasing an Order.
In the event of contradictions between the provisions of the various documents constituting the Contract the provisions of the present Specific Terms shall take precedence.

 

3. OPERATION OF THE SITE AND OF THE SERVICES

The characteristics of the Platform and Services are subject to change, in accordance with changes to SkillValue’s offer. SkillValue may occasionally change the codes, IP addresses or telephone numbers, change numbers, or suspend the Service for operational or maintenance reasons, or for urgent reasons. These modifications may, if applicable, give rise to scheduled maintenance of SkillValue on its Platform, of which SkillValue shall inform the User. The said modifications may consist, in particular, of a change of SkillValue’s software applications, products or suppliers, which shall, as of right, be include in the scope of the Contract as soon as SkillValue uses them, in place of the previous characteristics of the Platform and of the Services.

As an exception to the above, if the change made leads to a complete change of the main purpose of SkillValue’s Service, the User shall have the option of cancelling the Services on the terms stipulated in article 13.2.1 below, without penalties for either Party.

SkillValue reserves the right to suspend provision to the User of all or part of the Platform and/or of the Services due to maintenance and/or improvement work. SkillValue shall strive to the best of its ability to inform the User of these interruptions before they occur within a reasonable period as mentioned when the Order is passed, or subsequently by SkillValue for the Service in question. SkillValue reserves the possibility of suspending without notice all or part of the Platform and/or of the Services in the event of (i) manifest abuse of the initial purpose of these Services which causes prejudice to SkillValue or third parties; (ii) behaviour which has an adverse effect on satisfactory operation of the SkillValue Assessment Platform; (iii) illegal use of the Services; (iv) deactivation of security systems by the User, or impairment of the updates of
the security tools and signature databases.

Suspensions of Services implemented on the terms stated above shall not lead to any penalty or compensation for the User’s benefit.

 

4. DESCRIPTION OF SERVICES

SkillValue offers skills Assessment Services on its Platform, and provides an Interface, within the limits and on the terms defined hereinafter.

4.1 Terms of access to the Services

To use the Services defined herein the User acknowledges that it must be a company, association or any other legal entity acting as a professional entity, for professional purposes.

4.2 Creation and operation of the Accounts

To purchase the Services the User must create an Administration Account. It shall then be able to create several User Accounts attached to its Administration Account. Each User Account in particular enables emails to be sent inviting people to take Tests.
The User shall be given identifiers and login codes which are strictly personal to each administrator-level user and standard user, which it undertakes to keep confidential. The User is responsible for the level of security of the login code created by it.

The User acknowledges that there must be only one Account for each company, and undertakes not to create several Accounts.

4.3 Methods of use of the Services

4.3.1 “Free Trial” Account
The User can benefit from the Services using a “Free Trial” account. This free account, which is reserved to the User, lets it take five (5) Tests, with the understanding that these five (5) Tests must be taken by its authorised Users or other members of its personnel.

The User thus acknowledges that the purpose of this “Free Trial” account is not to enable it to send Test invitations to its Candidates, but simply to enable it to test the SkillValue Services for the purposes of purchasing another account version defined below. It consequently undertakes not to send these Tests to its Candidates, and shall hold SkillValue harmless against all consequences of any failure to comply with the present clause.

It is understood that a single “Free Trial” account may be granted for each User. SkillValue reserves the right to refuse the agreement to a “Free Trial” account if it considers that the application is abusive.

The data of persons invited to take the Tests and who have taken the Tests under this “Free Trial” account shall be processed on the terms defined in the CGU and in the Confidentiality Policy, and may be used by SkillValue for marketing and commercial prospecting purposes. The User thus guarantees that persons whose data is concerned have been informed and have given their consent to the data being used for the abovementioned purposes.

4.3.2 “Starter” Solution
SkillValue may grant a User a login for a “Starter” solution enabling it to use the skills assessment Services free of charge, restricted to a certain number of Tests each month.

Candidates who have taken the Tests under this “Starter” account shall be requested by SkillValue to publish and share their certificate relating to the Test taken.

The data of Candidates invited to take the Tests and who have accepted SkillValue’s terms of use of the data during the period of the “Starter” account shall be transferred and used by SkillValue after a period of three (3) months after acceptance of the terms of use or after the Test has been taken. This data may be used for purposes of recruitment offers.

4.3.3 Paying solutions
4.3.3.1 The User can purchase a “Growth” solution in the following manner:

  • Purchase of a “Tests pack”: in this case the User pays the sum corresponding to the number of Tests it wishes to be taken. The cost of each Test taken is deducted from the charged credit.
  • Purchase of a subscription: in this case the User pays a monthly or annual subscription and can have taken an unlimited number of Tests during the subscription period.

Candidates who have taken the Tests under this “Growth” solution shall receive the certificate for the Test taken.
The data of Candidates invited to take the Tests and who have taken the Tests under this “Growth” solution
shall not be used by SkillValue, except for the anonymised data, which shall be used for statistical purposes.

4.3.3.2 The User may also purchase a “Custom” solution consisting in purchasing individual Services, such as, in particular, a higher number of users attached to its Account, establishment of a login API, or the addition of new functions or Tests created at the User’s request.
In this eventuality the terms and the prices of the said services shall be stated in the Estimate.

4.4 Interface
SkillValue provides the User with an Interface enabling it to manage its Candidates’ data.
The User can thus import into its Interface the Personal Data of its Candidates and the results of the Tests taken by them.

Personal Data stored in the Interface is processed by SkillValue on the terms and within the limits defined for each above account, on the terms defined by article 12 “Personal Data” below, and by SkillValue’s Privacy Policy.

4.5 Exclusions
The present Specific Terms do not include the performance of additional services relating to configuration of the Services, which is automated on the basis of standard choices and options as offered by SkillValue, which can be ordered by the User, or to the provision of the login to the Platform or to the provision of the Service, such as growth or development services. These services are not covered hereby, and require a separate agreement.

SkillValue does not update data which may be included in the operation of the Platform, or which may be stored or transit through the Service, and does not check this data. It is the User’s responsibility to modify this information by itself if it has the authorisations required to do so, or to obtain advice from any competent service-provider.

No application maintenance relating to any operating systems or software applications which may be made available, installed or used in any manner whatsoever by the User in relation with the Service is provided, and no data or file restoration services are provided. These services form an additional paying service. If the Parties reach an agreement concerning the methods of such restoration, such restoration shall be undertaken using the tools provided on the SkillValue Assessment Platform.

 

5. FINANCIAL PROVISIONS

If paying Solutions are purchased the User shall pass an Order with SkillValue.
After Orders are passed in this manner SkillValue shall issue an Estimate containing the ordered Service(s) and the sum payable.

The sums due for the Services shall be payable to the account the details of which are given by SkillValue when the Order is passed, in advance by bank transfer or bank card, or alternatively by deferred payment.

In the event of deferred payment SkillValue shall produce an Estimate, which must be accepted and signed by the User to activate the start of the Services.

Invoices shall be issued monthly, quarterly or annually, depending on the purchased Service.
They are payable within the term defined in the Estimate, net, without discount, by bank transfer.

In the event of late payment, without prejudice to any other avenues of redress, whether or not contractual, available to SkillValue, SkillValue may invoice late-payment interest at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 5 percentage points. In this instance, the rate applicable during the first half of the year concerned is that in force as at 1st January of the year in question. For the second half of the year concerned, it is the rate in force as at 1st July of the year in question. Late payment penalties are payable without any reminder being required pursuant to article L.441-10 of the Commercial Code. Interest is due simply by arrival of the contractual due date for payment. Penalties are calculated on a pro rata temporis basis. Pursuant to articles L. 441-9 I., L. 441-10 and D. 441-5 of the French Commercial Code, the fixed-rate compensation due to the creditor for recovery will be 40 euros.
However, in the case where the expenses incurred for the debt recovery would be superior to this compensation, the creditor shall be entitled to ask for a supplementary compensation, upon justification.

What’s more, in the event of absence or late payment, Skillvalue may suspend or block the User’s access to its account.

 

6. PROPERTY

6.1 SkillValue’s Property

It should be noted, pursuant to the terms of the CGU, that the Platform, the Site, the Tests and all other components and contents belong to SkillValue. Signature of the present Specific Terms does not entail any transfer of right of ownership over the above-mentioned elements.

In addition, the content of the User’s Interface, namely, and in particular, the Personal Data and results of the Candidates’ Tests, belong to SkillValue in the following eventualities:

  • When the User uses a “Free Trial” account;
  • When the User uses a “Starter” solution but, in this case, ownership of the content of the Interface is transferred to SkillValue only after the period defined in article 4.3.2 above.

6.2 User’s Property
The User guarantees that it is the holder of all rights over the data required for performance of the present Contract, and all content included in the Platform or Service.

The content of the User’s Interface, namely, and in particular, the Personal Data and results of the Candidates’ Tests, belong to it in the following eventualities:

  • When the User uses a “Starter” solution, before expiry of the period defined in article 4.3.2
    above, and before transfer of ownership to SkillValue on the terms defined above;

     

  • When the User has a paying solution.

Within the limits defined above the Personal Data and the results of the Candidates’ Tests belong to the User.

The User gives SkillValue a free, non-exclusive right of use for the requirements of performance, for the term of the Services, over all content belonging to it included in the Platform in connection with the Services.

In any event, the User acknowledges that SkillValue may use its Candidates’ anonymised data (results of Tests and geographical and demographic data) for statistical purposes, even if the User retains ownership of its Candidates’ Personal Data.

 

7. CONFIDENTIALITY

The contents of the Platform, of the Interface and of the Tests are Confidential Information. The User thus undertakes not to disclose, directly or indirectly, to any third party whatsoever, all or part of the Confidential Information to which it has had access in connection with the Services, and not to make any use of it other than that required for performance hereof.

In the same manner, SkillValue undertakes to keep confidential the Users’ Personal Data, the Candidates’ Personal Data to which it has had access, and all other data or information communicated by the User to SkillValue or put on the Platform.

The said confidentiality obligation is imposed on SkillValue and on the User for the full term of the contractual relation, and for a term of two (2) years after the end of the said relation, whatever the cause thereof.
The present confidentiality obligation does not cover information which the User or SkillValue held freely prior to signature hereof, sent to the User or to SkillValue by a third party which was entitled to do so, after signature hereof, or which is in the public domain on the date of signature hereof or which comes into it without any breach by the User or SkillValue of their confidentiality obligations defined hereunder.

The User expressly acknowledges that the present confidentiality obligation shall not prevent SkillValue being able to send the confidential information to the companies of the Pentalog Group for the requirements of performance of the Services.

 

8. COMMUNICATION

The User authorises SkillValue to make reference, in its communications, to the conclusion of the present Contract, and to mention the User’s name in any of its references which may be distributed and published. If it is in possession of a “Paying” account as defined above the User may object to such communication.

SkillValue reserves the right to make publications and communications in relation to User testimonies and experiences, after the User(s) in question has/have given its/their prior, written agreement.

 

9. USER’S OBLIGATIONS

9.1 Use of the Services
The User undertakes to use the Services, the Site and the Test Platform in accordance with the CGU and the present Specific Terms, and in a legitimate and legal manner.

The User undertakes to give SkillValue precise information, in particular with regard to its identity, and information provided when creating the Administration Account(s) and the Authorised Users, and to update this information.

The User undertakes to respect the content and ownership of the Site and the Platform, and not to copy, download, transfer or modify the said content.

The User is solely liable for use of the Platform and the Services. The User is liable for custody of its own equipment, of all software applications provided by SkillValue in performance of the Contract, and of the login codes given to it; it shall ensure that no other person or entity has access to the Platform or the Service unless authorised. If it becomes aware that another person or entity is logging into it the User shall inform SkillValue thereof without delay, and shall confirm this information by registered letter.

The User shall be answerable for compliance by all Authorised Users with the provisions of the present Specific Terms and of the CGU. This being so, the User shall supervise its infrastructure, its usage by the Authorised Users and their use of the Platform and of the provided Services, so as to prevent and remedy, in particular, any offence against public decency or breach of public order, or any illegal content.

The User also undertakes, on the terms defined in the CGU, not to disclose for any reason any information which may be brought to its attention in connection with the Services concerning the security measures and systems or architecture of the Services or Platform, which is strictly confidential due to the security implications which might result from its disclosure.

The User undertakes to pay for the Ordered Services on the terms defined in article 5 “Financial Provisions” above.

9.2 Content
The User is liable for the content which it imports, stores or introduces into the Platform or the Interface. It undertakes not to store any content, information or application on the Platform or Interface without having all authorisations and all licences required for such storage and usage of it.

The User also undertakes not to use the resources made available by SkillValue for the purposes of chain letters, junk email, excessive mass mailings, or any other form of numerous or unsolicited messages (commercial, promotional or other).

The User is liable for the consequences of all disputes relating to use of the Platform or Services, in particular for all de jure or de facto consequences affecting the contents transiting through or stored in, or by means of, the Platform or the Services, and all de jure or de facto disorders caused to a third party in connection with use of the Platform or Services, and shall hold SkillValue harmless, at first request, against any adverse judgments and their accessories, or any sums which SkillValue may be obliged to pay by an enforceable decision or in performance of a compromise agreement.

If SkillValue is informed that all or part of the Services, the Platform or the content transiting through or stored by means of these latter are being used for illegal purposes, or are in infringement of rights of third parties, SkillValue reserves the option of deleting the said contents, or of preventing access to this content, or to all or part of the Services, the Platform or their contents.

9.3 Infrastructure and networks
The User guarantees that any of its infrastructure and resources, software applications, networks or hardware which may be connected to or make use of the Platform or Services are stable and cannot disrupt operation of the Service, the Platform, the hosting centre or any of SkillValue’s resources. The User is also liable for the security of its infrastructure. It is thus responsible for ensuring that all elements incorporated by it into its infrastructure, or used in relation with the Services or Platform, are free of all known viruses or malicious applications.

The User declares that it is familiar with the Internet, its characteristics and its limits, and acknowledges in
particular that:

  • data transmissions over the Internet are only partially technical reliable, and that such transmissions are transmitted over heterogeneous networks with differing technical characteristics and capacities, which are sometimes saturated or unavailable at certain periods of day;
  • in respect of Services enabling storage of digital content, the Authorised Users may be located in any locations, and that the content or contents may therefore be disseminated, reproduced, represented and more generally broadcast without geographical limitation;
  • it is the User’s responsibility to take all appropriate measures to protect its own data and/or applications stored on its equipment from contamination by viruses, logic bombs, Trojans, etc., or any other harmful or destructive programs, and from attempts to intrude into its company’s information system by third parties via its Infrastructure or the Services;
  • it is its responsibility to ensure that operation of its infrastructure is made secure in order, in particular, to prevent intrusions by unauthorised third parties, and to ensure that it does not compromise any reasonable security measures which SkillValue may have taken to host the Platform or Services;
  • due to their being made available to the Authorised Users, the Platform and Services provided to the User by SkillValue can, despite the reasonable security measures which SkillValue has adopted, be subject to unauthorised third-party intrusions, that and conveyed or stored data may consequently be corrupted.

To enable SkillValue to perform any assistance and maintenance operations, as defined in article 10.2 below, the User must lend its assistance, and shall ensure in particular:

  • that it gives SkillValue’s technicians all information required to gain satisfactory knowledge of the
    problem;
  • that it shall put these technicians in contact with all persons of the company who are concerned by the problem in question, and appoint one of them as a manager for the entire operation, who shall have decision-making power with regard to the solutions proposed by SkillValue;
  • that it shall establish all means (such as the creation of a specialist analysis group, the organisation of periodic meetings of managers, publication of service notes, etc.) enabling a connection to be made between the analysis being conducted and the whole company, ensuring that SkillValue’s work is not delayed, and providing all information, agreements and confirmations, and access, required to perform the Services, and to inform SkillValue of all Anomalies affecting the Platform or the Services.

9.4 Non-solicitation
Unless otherwise agreed in writing beforehand by SkillValue, the User gives the undertaking not to make, directly or indirectly, offers of undertaking to SkillValue, or to an employee or subcontractor of SkillValue, or to hire them with any status whatsoever, either in partnership or under an employment contract, for a period of twelve (12) months after the end of the contractual relationship between the Parties.

If a User does not comply with its undertaking it undertakes to compensate SkillValue by paying it a compensation payment equal to twelve times the highest gross monthly remuneration received by this employee, or six months of SkillValue’s Service Fee. The largest sum shall constitute the compensation payment, and the value of this compensation payment may not be less than thirty thousand (30,000) Euros.
The present clause shall be valid whatever the specialist field of the employee in question, and even if the solicitation is made on the said employee’s initiative.

9.5 Sanction
If the User does not comply with its obligations under the present Specific Terms and the CGU, and in particular under the present article 9, SkillValue may suspend or block the User’s access to its account, and give it notice to comply with its obligations. If the User does not rectify its situation within five (5) days it undertakes to pay SkillValue a compensation payment of thirty thousand (30,000) Euros, without prejudice
to SkillValue’s option of terminating these presents.

In the event of difficulties arising from the User’s failure to meet its obligations under the present article, or in the event of a change to the definition of the initial data, the performance terms and the costs which can be stipulated initially in the Order may be revised accordingly.

 

10. SKILLVALUE’S OBLIGATIONS

10.1 Performance of the Services

SkillValue undertakes to make the Site and the Platform available to the User on the terms and within the limits defined herein.
SkillValue guarantees that the Site and the Platform shall be hosted in France.

10.2 Assistance Services

10.2.1 General principles
SkillValue shall implement the Assistance Services required on the terms defined below.
The Assistance Services are not a replacement for training, which it is the User’s responsibility to give to its Authorised Users. It is the User’s responsibility to train the Authorised Users in the tools and technologies made available through provision of the Service.

In respect, in particular, of the authorised personnel appointed by the User for use of Administration Assistance or of Corrective Assistance as indicated hereinafter, the said persons must have a satisfactory level of technical IT and networks knowledge, satisfactory knowledge of the User’s information system and Infrastructure, and must also be appropriately trained in use of the Platform and Services.

The number of persons who may be appointed and, in the event of replacement, the methods for appointing the replacements, shall be defined in writing between the Parties.

10.2.2 Administration Assistance
The User shall appoint the person or persons, whose identity shall be stated when the Order is passed, or all other persons whom it shall appoint subsequently to replace them, in order to benefit from an Administration Assistance Service. The person authorised to use this service may make use of the telephone number and of the strictly confidential number communicated when the Order was given, and of an email address which can be used with this number to contact SkillValue concerning questions relating to use of the Platform’s advanced administration functions, during SkillValue’s Opening Times.

The Administration Assistance Service relates to use of the Platform’s advanced administration functions, exclusively, and in particular: assistance relating to the operating system of the virtual machines, all applications present on these virtual machines, or installed by the User, if it has this right.

10.2.3 Corrective Assistance
The Corrective Assistance services enable the User to bring the Anomalies to SkillValue’s attention.
The User may use the telephone number and the strictly confidential number given when the Order is passed, and also an email address which can be used with this number, and the Platform, by which persons authorised to access Corrective Assistance may describe any Anomalies which they have observed. If the reported Anomaly is established as a real one, and requires intervention by SkillValue, SkillValue shall activate the said intervention. The User shall perform all procedures and tests according to SkillValue’s directives, and shall report the results to SkillValue’s technicians.

SkillValue undertakes to respond to the reported Anomaly according to its assessment of the Anomaly’s seriousness, and the urgency of correcting it, within a reasonable period. After the Anomaly has been registered SkillValue undertakes to work to examine all aspects, in order to diagnose the problem reported as an Anomaly, and to confirm the conditions required to reproduce it. SkillValue undertakes to apply the patches to the Platform or the Service or, if necessary, to send the User all requests to undertake test procedures, or for files intended to apply a patch for or find a solution to the Anomaly within a reasonable period of the Anomaly being diagnosed and found to be reproducible. When Corrective Assistance is implemented the User undertakes to perform SkillValue’s directives. If the reported Anomaly is a Minor Anomaly, SkillValue may if applicable schedule application of the patch for the Anomaly for next time the Platform is updated. If SkillValue’s technicians consider that the malfunction reported by the User is not an Anomaly attributable to SkillValue, they shall suggest that User uses a local service-provider, which the User shall be responsible for choosing, for on-site intervention payable by it. SkillValue also then reserves the option of re-invoicing the User for the costs incurred by SkillValue due to this unjustified support request.

 

11. LIABILITY

The User is solely liable for direct and indirect and tangible and intangible damage and losses, caused by itself or its employees, to SkillValue and/or to all Authorised Users, and/or to all third parties, and undertakes to hold SkillValue harmless against all claims, complaints and/or orders to pay damages, with which SkillValue might be threatened or to which it may be subject, and/or which might be given against it, including any reasonable legal costs which SkillValue may have incurred, if the cause, basis or origin of these is any content transferred or hosted by the User, the infrastructure of the User in question or the use of the Services by the User.

The Platform and the Services are made available “AS IS”, without any guarantee of any kind whatsoever, whether express or tacit, concerning their quality, performance or results. The risks inherent to quality, performance and results shall be borne by the User. The User thus acknowledges that it has been able to assess the capacities of the Platform and of the Service. The User may not require that new services, new functions or upgrades are established, except for voluntary services, patches or modifications made by SkillValue, which the User then undertakes to accept.

SKILLVALUE MAY UNDER NO CIRCUMSTANCES BE HELD LIABLE FOR ANY DIRECT OR INDIRECT LOSS CAUSED TO THE USER, OR WHICH HAS BEEN CAUSED TO A THIRD PARTY FOR REASONS ATTRIBUTABLE TO THE PLATFORM, THE SERVICE OR ITS SUPPORT, IF APPLICABLE, OR WHICH HAS BEEN CAUSED BY USE OF THE PLATFORM OR SERVICE, INCLUDING IN THE CASE OF LOSS OF DATA, OR DUE TO UNAVAILABILITY OF THE PLATFORM OR SERVICE.

SkillValue shall not be liable for any loss caused by use of the Platform or Service in conjunction with software or hardware used by the User, or any user, for any technical problem which the User may have, including of the infrastructure of the User, which is responsible for purchasing the necessary maintenance contracts and, in particular, for establishing all data backup procedures. SkillValue may not be held liable for any faulty operation of the Platform or Service due solely to the fact that they exist. SkillValue does not guarantee continuous operation of the Platform or of the Service, or that they are free of errors.

SkillValue shall not be held liable either for any loss of time, or disruption of production caused by performance of the services due from it pursuant hereto, or resulting from a malfunction of all or part of the Platform or Service.

SkillValue assumes a best-efforts obligation regarding resources in performance of its obligations.

SkillValue may be held liable only in the event of a serious fault or proven negligence in performing its obligations, and such liability shall be expressly capped – excluding all other forms of damages of any kind whatsoever, in particular operating losses, indirect loss, loss of data and losses caused to third parties – at the following sums:

  • For each Order, two (2) months of subscriptions billed and collected by SkillValue for the Services concerned by the fact generating liability,
  • For the present Contract overall and all losses combined which may result from application of all passed Orders, a maximum of one thousand (1,000) Euros.

 

12. PERSONAL DATA

12.1 User’s Personal Data

SkillValue shall process the User’s Personal Data for the requirements of provision of the Services and for provision of the Platform, on the terms and conditions defined in the General Terms of Use and in the Privacy Policy.

Pursuant to law, and in its capacity of technical intermediary, SkillValue shall retain the log-on data of the users of the Platform and of the Services, which it undertakes to keep confidential pursuant to the legal requirements, and to communicate to third parties only on a legal requisition or a requisition by the authorities.
Notwithstanding the foregoing, the User is informed that SkillValue may make statistical use, from all Personal Data has been removed, of the usage made by the User of the Platform and Services, including the virtual machines and applications.

The User’s Personal Data may be used by SkillValue for marketing and commercial prospecting purposes. The User thus acknowledges that it may receive newsletters and other SkillValue service offers from SkillValue.

12.2 Recovering of the User’s Personal Data

If a request is made to obtain the User’s data, SkillValue shall be able to implement the means required to extract the stored data and to send it to the User, on the terms stipulated by the Privacy Policy.

Recovery of the data must be requested by the User with at least fifteen (15) days’ notice in order to comply with it. Recovery of the data must be effected under an agreement concerning the methods, in particular the technical methods, use to transmit the data to the User.

12.3 Candidates’ Personal Data

Regarding the Personal Data of the Candidates which the User adds to its Interface, the User guarantees that it has obtained the prior consent of the said Candidates to transfer the Personal Data relating to them to SkillValue’s Site. The User shall be responsible at all times for ensuring that all prior declaration or authorisation formalities have been accomplished, in particular to the French National Computing and Freedom Commission (CNIL), in its capacity of manager of the processes implemented, through its use of the Platform and Services.

SkillValue shall not access and shall not have access to the Personal Data of Candidates who passed a Test during the User’s paying period.

SkillValue accesses the data of Candidates who have accepted the special terms for a “Starter” solution after the period defined in article 4.3.2 above

If a request is made to view, rectify or delete its Personal Data made by a Candidate, the User may request that SkillValue deletes all data relating to the said Candidate contained in the Interface and thus cease using the data of the said Candidate by SkillValue. In this eventuality the User must give SkillValue proof of the Candidate’s request.

 

13. TERM AND TERMINATION

13.1 Term of the Contract
The present Specific Terms are valid for an indeterminate term, and for as long as the User has an Account on the Site.
The term of the purchased Services is defined in the corresponding Estimate.

13.2 Termination

13.2.1 Termination by the User
The User may terminate the present Contract for convenience by closing its Administration Account and all its associated User Accounts, and
– In the case of “Free Trial” or “Starter” accounts, SkillValue shall retain the Personal Data of the persons who have taken the Tests and have accepted the special terms during the term of the contract,
– In the case of a paying solution no reimbursement of previously paid sums shall be possible.

The User may also terminate the present contract in the event of a prolonged breach of its obligations by SkillValue. In this eventuality the User must notify this breach by registered letter with acknowledgement of receipt sent to SkillValue, duly giving reasons, expressly stating the User’s intention to terminate the Service in question unless SkillValue remedies this breach within thirty (30) days of its receipt. In the case of a
paying solution the Parties shall come together to discuss the financial terms of the termination, and the contract shall be terminated as of right thirty (30) days after despatch of notice which has gone unheeded.

13.2.2 Termination by SkillValue
SkillValue may terminate the present contract as of right and without any other formalities in the event of a breach by the User of any of its obligations stipulated by the present contract, thirty (30) days after despatch of notice which has gone unheeded, by closing or blocking the User’s Administration Account(s) and associated Accounts, with the understanding that SkillValue shall retain all sums paid by the User.

SkillValue may also terminate the present contract as of right if the User is in a situation of compulsory administration or court-ordered liquidation, change of owner or of main shareholder, or of merger leading to a change of control.

13.2.3 Consequences of the termination
In the eventuality of termination, the User undertakes to cease to use all codes for logging on to the Platform or Service, to return without delay to SkillValue any accessories involved in its use of the Platform and of the Service which are in its possession, and to retain no copies, whether total or partial, including of the login codes, failing which you may be subject to legal action. However, it undertakes to pay any invoices which have been issued and have fallen due for Services actually used.

 

14. APPLICABLE LAW AND LITIGATION

The present Specific Terms are subject to French law.

In the event of difficulty of interpretation or of performance hereof the courts with the geographical jurisdiction of Orléans Appeal Court shall have exclusive jurisdiction.

All claims and/or disputes by the User against SkillValue must be made in writing at the latest 48 hours from their generating event, subject to forfeiture, through the SkillValue Assessment Platform or by registered letter with acknowledgement of receipt. The wording of the claim and/or challenge to the disagreement in writing must include, in particular, details of the services, sums, etc. which are subject to challenge, and the grounds of the challenge. Notwithstanding the foregoing, disputes relating to invoicing are settled as indicated above.

In the event of a dispute concerning use of the Platform or of the Services, the Parties agree that the records made by SkillValue’s equipment of use of the SkillValue Assessment Platform or of the Service, and specifically use of the User’s personal identifiers and login codes, shall have probative force between the Parties.

 

15. GENERAL PROVISIONS

SkillValue has the option of subcontracting or assigning all or part of performance hereof. Any subcontracting or assignment by the User is prohibited without SkillValue’s prior written agreement.

The present Specific Terms may be amended by SkillValue. All amendments hereof shall be notified to the User, which shall have a period of thirty (30) calendar days from the date of notification to object to the new version of the Terms. If the new version is refused the Parties shall come together to determine the terms on which the Services may continue. If the User does not reply within a period of thirty (30) calendar days the new version of the Specific Terms shall be considered to be accepted.

Neither Party may not be held liable if performance of its obligations is delayed or prevented due to a case of force majeure, such as: industrial conflict, blockage of means of transport, interventions by the civil or military authorities, natural catastrophes, fires, water damage, impaired operation or interruption of the telecommunications network or of the electrical network and, in general, all cases accepted by case law. If the event continues for more than three months the Contract may be terminated by registered letter with acknowledgement of receipt, unless otherwise agreed between the Parties.

If any of the stipulations of the present Contract is established to be invalid with regard to a legal rule in force or a legal ruling having become definitive, it would then be deemed to be unwritten, although it shall not then cause the Contract to be made invalid, or impair the validity of its other provisions. Should either Party fail to seek application of any clause of the present Contract, or acquiesce with its non-performance, whether permanently or temporarily, this may not be interpreted as a waiver by this Party of its rights under the said clause.