1. THE USER TERMS
1.1. These User Terms apply to all websites owned and managed by Mindmill (HR) Software Limited including www.mindmill.co.uk and any other site on the .mindmill.co.uk domain. Mindmill also owns and operates the www.careermaps.co.uk domain and these terms will apply to all Careermaps instances and mobile applications. For certain of our clients, we have developed a separate front-end featuring the client’s branding. However, the underlying software of the Mindmill website/platform forms the basis of such websites and Mindmill is the Data Controller in this instance.
1.2. These terms (User Terms) form a binding legal agreement (Agreement) between you as the user (you, your) and Mindmill (HR) Software Limited of 48-60 High Street, Belfast, Northern Ireland, BT1 2BE (company no. NI059886) (we, us, our) and relate to how you may use the software or services provided by us to you (collectively, Mindmill). By accepting these User Terms, you agree to be bound by their effect.
1.3. References to clauses (unless otherwise provided) are references to the clauses of these User Terms. Words in the singular include the plural and in the plural include the singular. A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. References to including and include(s) shall be deemed to mean respectively, including without limitation and include(s) without limitation.
1.4. All User Terms apply to all users of Mindmill except where specific distinctions are made in the clauses.
2. ACCEPTING THE USER TERMS
2.1. In order to use Mindmill, you must first agree to the User Terms. You may not use Mindmill if you do not accept the User Terms. You can accept the User Terms by:
2.1.1. clicking to accept or agree to the User Terms where this option is made available to you in the user interface provided to you; or
2.1.2. by actually using Mindmill.
2.2. Please note that by clicking on any links while using Mindmill, you may access other websites owned by us or by a third party. Different terms of use may apply to your use of any such website, and you should check such terms before using that website.
2.3. You agree that we may modify the User Terms from time to time without notice. We recommend that you review the User Terms on a regular basis. You understand and agree that any use by you of Mindmill following changes having been posted by us will be deemed acceptance of any such changes.
3. USE OF MINDMILL BY YOU
3.1. In consideration of you (as the Applicant and/or undergoing an assessment) agreeing to fully comply with and be bound by these User Terms, we hereby grant you a non-exclusive, non-assignable, non-transferrable, non-sub-licensable licence for the duration of the Agreement to use Mindmill for the purpose of creating an online profile on Mindmill’s platform, applying for a job with a commissioning client of Mindmill or undertaking an assessment test or questionnaire provided by us to you (Assessment).
3.2. In consideration of you (as the requester of the Mindmill service) agreeing to fully comply with and be bound by these User Terms, we hereby grant you a non-exclusive, non-assignable, non-transferrable, non-sub-licensable licence for the duration of the Agreement to use Mindmill for the purpose of viewing the results of an assessment test or questionnaire requested by you using Mindmill. You acknowledge that Mindmill is the Data Controller and the owner of the data and specific rights relating to the data are granted to you in terms of a commercial contract (the Terms of Service) between you and us which contract forms part of these User Terms.
3.3. You agree not to access (or attempt to access) any part of Mindmill by any means other than through the interface that is provided by us. You specifically agree not to access (or attempt to access) any part of Mindmill through automated means, including use of scripts, robots, spiders, scrapers or web crawlers. You agree that you will not (a) take any action that imposes, or may impose (in each case at our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) (save to the extent permitted by governing law) copy, duplicate, reproduce, rent, lease, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display any part of Mindmill without prior written consent from us; (c) interfere or attempt to interfere with the proper working of Mindmill or any related activities conducted by us; (d) bypass any measures we may use to prevent or restrict access to Mindmill; and (e) attempt to reverse engineer, decompile or otherwise seek to obtain access to any source code in Mindmill.
3.4. You agree that you will not engage in any activity that interferes with or disrupts Mindmill or the servers and networks that are connected with Mindmill.
4. END USER DATA
For purposes of this clause, “End User Data” means all the personal data supplied to create a profile, an application and/or answers to assessments that a user supplies to Mindmill when using this website.
4.1. Mindmill provides a means of capturing and analysing data. The data we collect from you as the Applicant, candidate or assessment subject may include personal data as defined by the UK GDPR. By providing any data to us through your use of Mindmill (any such data, End User Data), you acknowledge and consent to the End User data being transferred or stored outside the EEA. Please note that some places outside the EEA may offer lower levels of data protection than the UK. By submitting End User Data, you agree to this transfer, storing or processing.
4.2. By submitting your End User Data:
4.2.1. you grant a worldwide, royalty-free, non-exclusive licence to use the End User Data to us and any commissioning clients who requested you to undergo an assessment from time to time in the provision of our services;
4.2.2. you also explicitly consent to your End User Data being analysed and forming the basis of a report to be passed to the third party at whose request you are carrying out the Assessment (such content, Report); and
4.2.3. you represent and warrant that you have the lawful right to provide such End User Data and the necessary rights, power and authority to grant the licence at clause 4.2.1.
4.2.4 above and you further represent and warrant that the use by us of the End User Data will not infringe the rights (including intellectual property rights) of any third party.
4.3. You may choose at any time to allow other parties who are registered on the website, to view your End User Data. Such third parties are registered on Mindmill for the purpose of recruiting suitable candidates, doing job development, performance management and carrying out employee surveys. Your personal information will not be used for marketing purposes except for enquiring whether you would like to apply for a certain position.
4.4. The Mindmill Privacy Policy forms part of these User Terms.
5. INTELLECTUAL PROPERTY
5.1. You acknowledge that we own or licence all legal rights, title and interest in and to Mindmill, including any intellectual property rights which subsist in Mindmill (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
5.2. You agree not to use any of the trademarks, trade names, service marks, copyrights, logos, domain names, and/or other distinctive brand features belonging to us or any third party unless you have valid written permission to do so. You agree not to alter, remove or obscure any proprietary notices (including copyright and trademark notices) which may appear in or be held within Mindmill.
5.3. In the event that your use of Mindmill, if used in accordance with the User Terms, infringes any intellectual property rights of a third party, we may, at our sole discretion and expense, replace or modify Mindmill so that it is no longer infringing or obtain for you the right to continue using Mindmill. This therefore constitutes your sole remedy in relation to any such infringement.
6. DISCLAIMER AND LIMITATION OF LIABILITY
6.1. Nothing in these User Terms, including this clause 6 shall exclude or limit any warranty or liability to the extent that the same may not be lawfully excluded or limited by applicable law, including liability for fraud or for death or personal injury caused by its negligence.
6.2. There are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in these User Terms (including implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement). Any condition, warranty, representation or other terms concerning Mindmill which might otherwise be implied into or incorporated in these User Terms, or any collateral contract, or whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
6.3. While we will use every effort to ensure that Mindmill is available to you, you expressly understand that some of the functions of Mindmill rely on an internet connection being sustained and the appropriate equipment being maintained. As such, you expressly understand and so agree that your use of Mindmill is ‘as is’ and ‘as available’.
6.4. In particular, we do not represent or warrant to you that:
6.4.1. your use of Mindmill (including such use in conjunction with any other software) will meet your requirements, or that your use of Mindmill will be uninterrupted, timely, secure or free from error defects in the operation or functionality of Mindmill;
6.4.2. any information obtained by you or by a third party as a result of your use of Mindmill will be accurate or reliable; and/or
6.4.3. that defects in the operation or functionality of Mindmill will be corrected, rectified or remedied.
6.5. Any material downloaded or otherwise obtained from or accessed through your use of Mindmill is done so at your own discretion and risk, and you will be solely responsible for any damage, loss or prejudice to your computer system or other device or loss of data that results from the download or access of any such material.
6.6. In order for you to make use of Mindmill, it may be necessary for you to use particular computer equipment or to download or install certain pieces of software. If you are unable to access all or part of Mindmill because you do not have access to any necessary software or equipment, this will not constitute a breach of these User Terms by us and we shall not be liable for any loss, damage or expense which may result in your inability to access Mindmill.
6.7. You expressly understand and agree that we and our licensors shall not be liable to you for:
6.7.1. any direct, indirect, special, incidental or consequential loss or damage which may arise in respect of your use of Mindmill and/or its non-availability;
6.7.2. loss of profit, business revenue, goodwill and anticipated savings and/or job opportunities;
6.7.3. any trading or other losses which you may incur as a result of your or a third party’s reliance upon any content of Mindmill or any Report associated with your use of Mindmill;
6.7.4. the deletion or corruption of, or failure to store any content and other data maintained or transmitted by or through your use of Mindmill; or
6.7.5. any effect which the use of Mindmill may have on any software you use.
6.8. Subject to the clauses above, the aggregate liability of us in respect of any loss or damage suffered by you and arising out of or in connection with your use of Mindmill, shall not exceed the amount of fees paid over a 12 month period directly prior to the cause of action.
6.9. You agree and acknowledge that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with your use of Mindmill; that we cannot adequately insure against our potential liability to you; and that, accordingly, the exclusions and limitations contained in this clause 6 are reasonable. You also undertake at all times to mitigate any such damage or loss.
7. TERM AND TERMINATION
7.1. This Agreement shall commence upon your acceptance of the User Terms and shall last for as long as you are a registered user on the Mindmill platform, whereupon it shall terminate automatically.
7.2. Mindmill may terminate the Agreement in its sole and absolute discretion with immediate effect.
7.3. Upon termination of the Agreement the following clauses shall apply:
7.3.1. the licence granted to you at clause 3.1 shall be immediately revoked;
7.3.2. all of the legal rights, obligations and liabilities that you and we have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and in particular, the provisions of clauses 3.2, 4, 5, 6, 7.3, 8 and 9 shall survive termination of this Agreement; and
7.3.3. we reserve the exclusive right and prerogative to retain, maintain, archive, protect, use or store any personal data or such information, without regards as to time or duration, as is strictly necessary to comply with our legal obligations, resolve disputes and enforce agreements.
8. GENERAL
8.1. You will not assign, transfer or sub-license any of your rights or obligations under these User Terms. We may at any time assign all or any of our rights and transfer all or any of our obligations under these User Terms.
8.2. Failure or neglect by us to enforce any of the provisions of these User Terms at any time shall not be construed or deemed to be a waiver of our rights, nor shall this in any way affect the validity of the whole or any part of these User Terms, nor prejudice our rights to take subsequent action.
8.3. If any part of any provisions of these User Terms shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provisions and all other provisions of these User Terms shall continue to be valid and enforceable to the fullest extent permitted by law.
8.4. These User Terms represent the entire agreement between you and us in relation to the subject matter of these User Terms and neither of you nor us has relied upon any statement or representation made by the other in agreeing to enter this Agreement.
9. LAW AND JURISDICTION
9.1. These User Terms shall be construed in accordance with Northern Irish law and the parties hereby submit to the exclusive jurisdiction of the Northern Irish courts to settle any disputes which may arise in connection with these User Terms.