1.1. For the purposes of this Agreement, the terms below will have the following meaning:

2.1. Purpose: TalentLyft offers its customers the Access to (TalentLyft) Platform i.e. TalentLyft cloud based recruitment solution (applicant tracking, recruitment marketing, sourcing and talent CRM solution in one). Customer is interested in using (TalentLyft) Platform for its recruitment process. The Parties have therefore entered into the MSA to regulate their rights and duties in relation to the Access to (TalentLyft) Platform.

2.2. Subscription Plan: This Agreement will apply to any Purchase Order executed between the Parties. The Subscription is agreed upon by executing the Purchase Order. In case of any differences between the Purchase Order and this Agreement, the priority will be the Purchase Order.

2.3. Subscription: Subject to the terms of this Agreement and during the Subscription Period, TalentLyft shall provide Customer with Access to the Platform while Customer accepts to pay the Fee to TalentLyft for receiving the Access to the Platform. The Access is in more detail explained in the TalentLyft SLA.

2.4. Platform: The Platform is accessible via the Website or in other appropriate means TalentLyft informs Customer. Details and main functionalities of the Platform at this date are described in the TalentLyft T&Cs. Note that TalentLyft is always looking for possibilities for upgrading the Platform (for example by adding new functionalities to the Platform) and therefore the Platform may change from time to time.

2.5. Subscription Period: The first Subscription Period starts on the Start Date and ends after the period stated in the Purchase Order. Any future Subscription Period follows the previous one.

2.6. Renewal: Once the existing Subscription Period expires, the new one automatically starts unless either Customer or TalentLyft sends the other Party a termination notice no later than 30 (thirty) days before the expiry of the current Subscription Period. TalentLyft will notify Customer 60 (sixty) days in advance – first notification - and 45 (forty-five) days in advance – second notification - about the expiry of the current Subscription Period.

2.7. Fee: Fee represents an amount the Customer is to pay TalentLyft for Access to the Platform (for each Billing Cycle). The fee is paid at the start of each Billing Cycle, for the whole Billing Cycle. The fee does not include VAT or any other taxes (including the WHT if applicable) but represents an amount that is to be credited to the TalentLyft account. Each TalentLyft invoice is to be paid within the deadline stated on the relevant invoice and if no such period is stated, within the next 15 (fifteen) days. TalentLyft may not change the Fee during the Subscription Period i.e. any increase or decrease to the Fee applies only in the following Subscription Period provided that Customer was informed about the new Fee at least 60 (sixty) days before the expiry of the current Subscription Period and did not terminate this Agreement.

2.8. Onboarding: Customer may request onboarding training. If so, the cost of such onboarding is charged separately to the Customer in the amount agreed separately between the Parties. The onboarding fee is a one-time fee and does not include VAT or any other taxes (including the WHT if applicable) but represents an amount that is to be credited to the TalentLyft account as remuneration for the onboarding services.

3.1. Job Slots: Customer may at any time change the number of the Job Slots. Any increase to the number of Job Slots will have an immediate effect. In such case (a) the new Subscription with this new increased number of Job Slots starts and (b) the Fee for the (first) new Subscription Period will be reduced for the Remaining Fee. On the other hand, any decrease in the number of Job Slots applies from the first day of the next Subscription Period.

3.2. Subscription Plan: Customer may at any time change the Subscription Plan. Any upgrade will have an immediate effect. In such case (a) the new Subscription with this new increased Subscription Plan starts and (b) the Fee for the (first) new Subscription Period is reduced for the Remaining Fee. On the other hand, any decrease to the Subscription Plan applies from the first day of the next Subscription Period.

3.3. General: The Parties agree that a decrease to the number of the Job Slots or to the Subscription Plan or termination of this Agreement may never result in credit being granted to the Customer nor in TalentLyft having an obligation to return any amount of the Fee to the Customer.

4.1. SLA: The Parties mutually agree and hereby accept TalentLyft’s SLA. TalentLyft may at any point in time unilaterally change the TalentLyft’s SLA. In that case, the new / amended version applies from the following Subscription Period provided that Customer was informed about the new / amended TalentLyft’s SLA at least 60 (sixty) days before the expiry of the current Subscription Period and did not terminate this Agreement.

5.1. Data controller: TalentLyft is the data controller for Customer and User data collected in the registration process as well as Customer and User data collected during the use of the Platform. The customer is on the other hand the data controller for Candidate data collected via the Platform.

5.2. DPA: The Parties agree that the processing of personal data that occurs based on this Agreement and via the Platform is subject to TalentLyft DPA. The Parties hereby accept the TalentLyft DPA.

6.1. TalentLyft shall have no liability:

6.2. Liability cap: For all matters hereunder where TalentLyft remains liable toward Customer, TalentLyft cumulative liability shall be capped at the amount of the Fees paid by this Customer for the current Subscription Plan (Subscription Plan at the moment when damages occurred). This cap shall not apply (a) when TalenLyft acted wilfully or with gross negligence in which cases TalentLyft remains liable for the full amount of damages thus caused or (b) to any damages resulting from processing personal data, which is strictly regulated by TalentLyft DPA.

6.3. Customer: Customer hereby agrees to indemnify TalentLyft against all losses, liabilities, costs, and expenses (including but not limited to legal costs) arising from:

7.1. This Agreement has been concluded for an indefinite period. Any Party may at any point in time, unilaterally, by sending a termination notice to the other Party, terminate this Agreement without cause. In such a case, the termination will take effect once the existing Purchase Order elapses.

7.2. In case of a material breach of the TalentLyft Documentation, either Party may terminate this Agreement with immediate effect, provided that the breach is not cured within 15 (fifteen) days after a written notice to remedy the breach is given to the faulting Party. In such a case, the existing Purchase Order is also immediately terminated. Nevertheless, a breach of the TalentLyft SLA may be a reason to terminate this Agreement only when no other cure or compensation is foreseen as a remedy for such a breach.

8.1. By entering into this Agreement the Parties also accept the TalentLyft Documentation. In case of inconsistencies between those documents, the following priority applies: the Purchase Order, this Agreement, TalentLyft SLA, and lastly TalentLyft T&Cs.

8.2. All relations between TalentLyft and Customer which are not specifically regulated by this Agreement shall be governed by and construed in accordance with Croatian law.

8.3. TalentLyft and Customer shall endeavor to resolve all disputes regarding the interpretation, application, or fulfillment of the Agreement amicably, otherwise, they shall be settled before the court of competent jurisdiction in Zagreb.

By signing this purchase order, parties accept to be bound by the Master Subscription Agreement to which this Purchase order is attached.

This purchase order and the Master Subscription Agreement represent a single document. In case of differences between the text of this purchase order and the Master Subscription Agreement, this purchase order will have priority.