Master Subscription Agreement
1.1. For the purposes of this Agreement, the terms below will have the following meaning:
This means the right of the User to access and use the Platform in line with the TalentLyft Documentation.
This means a fee for the Subscription Plan for a period equal to the Billing Cycle and based on the selected number of Job Slots.
This means the number of active (published, internal, and closed) individual job slots on the Platform.
This means in singular each Customer and TalentLyft while in plural both Customer and TalentLyft. Users are not party hereto although may be included in the Subscription Plan.
This means the TalentLyft platform i.e. TalentLyft cloud-based recruitment solution as amended from time to time. The Platform does not include products and/or services of Marketplace Partners or any content created or published by User on or via the Platform.
This means the purchase order that is attached to this Master Subscription Agreement.
This means the proportional part of the Fee that is paid and remains unused as a result of replacing the Subscription (actual days vs total days of the replaced Subscription Period).
Means the date stated as the Start Date in the Purchase Order.
This means features are available to Users when accessing and using the Platform. Currently, there are two subscription plans, Starter and Pro. These are described in more detail on https://www.talentlyft.com/en/pricing.
This means the TalentLyft Data Processing Agreement.
This means the TalentLyft Service Level Agreement is available at the SLA link.
Means any person using the Platform either as a Customer or being included in an active Subscription Plan.
2.1. 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.
2.2. 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.
2.3. 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.
2.4. 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.
2.5. 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.
2.6. 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.
2.7. 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. CHANGES (SEATS OR SUBSCRIPTION PLAN)
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. PERSONAL DATA
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:
For any indirect, special, collateral, incidental, consequential, or punitive damages suffered by Customer based on the Access to the Platform or otherwise use of the Platform, including any lack of Access to the Platform but also any case where TalentLyft is in breach of this Agreement.
For any temporary or permanent loss of data stored in or collected via the Platform including loss of data integrity. The customer is hereby advised to make regular copies of the data available with the Platform to minimize any damages therefrom.
For any damages to Customer resulting from any malicious attack on the Platform or any malicious use of the Platform by any individual other than TalentLyft.
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).
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:
Any infringement of any intellectual property rights or any other rights attributed to individuals by the use of the Customer Content including by processing (including storing) Customer Content via the Platform.
Any infringement of the TalentLyft Documentation by any User.
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.
Appendix 1 - TalentLyft Purchase Order
Starter or Pro
No. of Job Slots
1 (one) year - 5 (five) years
1 (one) year - Annual Subscription
Fee (per Billing Cycle)
ADD per month
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.
By: Mario Buntić
Date: November 27, 2023