RSight® General terms & conditions
Effective Date: 10/01/2024
Introduction
RSIGHT® (a simplified joint stock company with share capital of €49,921.59, whose registered office is located at 17 RUE DUMONT D'URVILLE, 75016 PARIS, registered in the Paris Trade and Companies Register under number 890 710 478, hereinafter "RSight®") publishes a Recruiter as a Service service (hereinafter "the RaaS Service" or "Recruiter as a Service").
RSight offers its customers solutions incorporating an artificial intelligence system to help organisations find the best talent.
The RaaS™ Service, which is the subject of these General Terms and Conditions of Subscription (hereinafter the "General Terms and Conditions" or "GTC"), assists any legal entity that recruits by providing pre-selected and qualified Talents, with whom RSight has had prior discussions, who meet the criteria of the recruitment request formulated by the Customer, and who wish to be recruited by the organisation. The RaaS™ Service is described here: https://rsight.com/raas/.
The Customer has declared that it is interested in using the RaaS™ Service published by RSight® in connection with its professional activity. The subscription is formalised by an Order Form which refers to these General Conditions. Validation or acceptance by the Customer of the Order Form in any form whatsoever implies full and complete acceptance of these GTS and its appendices, in the version in force on the date of the Order Form in question.
The Contract consists of the following documents in descending order of priority (from most important to least important):
The Order Form ;
These General Terms and Conditions ;
The appendices.
In the event of any contradiction or discrepancy between the documents, the provisions of the higher-priority document shall prevail.
The Contract is exclusive of the application of the Customer's general terms and conditions of purchase or any other document exchanged between the parties.3. How We Use Your Information
We use your information for the following purposes:
Providing Services: To provide you with access to and use of the Platform.
Improvement: To improve our services, develop new features, and enhance user experience.
Communication: To communicate with you regarding your account, updates, and customer support.
Security: To protect the security and integrity of our services.
Legal Obligations: To comply with legal obligations and regulations.
Definitions
Customer - refers to the legal entity signing the Purchase Order.
Recruitment request - refers to the job offer as drafted by the User using the RSight® Solution and enabling the pre-selection and qualification of Talents corresponding to the expectations expressed.
RaaS Service - refers to all the services provided by RSight® as described in the RaaS™ Service Description article.
RSight Solution - refers to the software solution accessible remotely by Users and used in particular to create Recruitment Requests, receive Talent Proposals and manage recruitment.
RaaS- refers to the Recruitment Request made for a single position to be filled for a role in question, in terms of AI/cloud/IT and human resources. RaaS is activated by the Customer and validated by RSight®.
Talent - refers to the candidate pre-selected and qualified by RSight as part of the RaaS™ Service and submitted to the Customer for validation.
Tariffs - Price corresponding to the services offered to the Customer by RSight®. The Tariff is calculated per RaaS and per period of 30 days from its activation.
User - person authorised by the Customer to access the RaaS Service and use the RSight® Solution for recruitment purposes.
Subject
The purpose of the Contract is the provision of the RaaS™ Service by RSight® for the benefit of the Customer, consisting of the provision of an RSight® Solution and the identification and qualification of Talent in accordance with a Customer Recruitment Request. The RSight® Service is a recruitment assistance service made available to legal entities wishing to recruit, for professional purposes.
Duration
The client has the option to order one or more RaaS™ services from RSight® at the same time (either to recruit multiple people for the same role or to recruit for different roles). RSight® reserves the right to limit the number of active RaaS™ services simultaneously per client.
Once a RaaS™ is paid for, the client may choose to activate it within a period of 12 months following its payment.
The activation of the RaaS™ occurs when the client submits a new recruitment request in RSight® and validates it. The activated RaaS™ remains active for a fixed duration of 30 (thirty) days.
This duration can be renewed for successive 30-day periods upon written request from the client.
The contract automatically terminates when there are no longer any active or activatable RaaS™ services. RaaS™ services not activated within the 12-month period following their payment are forfeited.
Contact Us
The Customer declares that he has taken note of all the information relating to the use of the RaaS™ Service subscribed to and in particular the documentation prior to entering into the Contract. The Customer has thus been provided with all the information he/she needs, in particular to determine for himself/herself whether the RaaS™ Service is suited to his/her needs.
It is the sole responsibility of the Customer, at his or her own expense and under his or her sole responsibility, to acquire the technical resources, in particular hardware and Internet access, and the necessary skills to access the RaaS™ Service and carry out all permitted operations.
The Customer is also informed that the RaaS™ Service uses artificial intelligence systems, particularly in the selection of candidates, in matching and scoring and, where applicable, in interviewing candidates. RSight® has developed tools for monitoring and controlling the algorithms in order to limit the risks of bias and discrimination. However, the Customer is informed and acknowledges the innovative and autonomous nature of artificial intelligence systems. It therefore undertakes to implement human supervision of the results proposed by the RSight® Solution and to monitor these results. The Customer undertakes to inform RSight® of any incident or malfunction of the artificial intelligence system or of the results proposed via the RSight Solution, as soon as they are identified, so that RSight® can analyse and remedy them as soon as possible.
The Customer undertakes to take the utmost care when using the RSight® Solution and to comply with the following recommendations for use in order to obtain an optimal RaaS™ Service:
The Customer must have human resources who manage the recruitment process and who are trained in the use of solutions involving artificial intelligence;
The Recruitment Request must be created by the Customer's hiring manager and intermediaries must be avoided;
It is preferable to give the exclusivity for processing recruitment requests at the RaaS™ Service ;
The Customer must check and pay particular attention to the quality and accuracy of the data transmitted to the RSight® solution for each Recruitment Request. In the case of a Recruitment Request that contains overly restrictive criteria, the Talents supplied by the RaaS may not correspond entirely to these criteria; the Talents closest to the criteria transmitted will be transmitted.
Description of the RaaS™ Service
5.1 General description
As part of the RaaS™ Service, RSight® carries out the following operations:
-Provision of the RSight® Solution ;
-Helping to define the Customer's recruitment strategy;
-Search for candidates according to the Recruitment Request drawn up by the Customer using the RSight® Solution;
-Publication of recruitment applications on specialised websites;
-Identification of relevant candidates and matching and scoring between the relevant candidate and the Recruitment Request;
-Contacting candidates, conducting interviews, shortlisting and qualifying talent;
-Transmission of Talents for approval and rejection by the Customer. The Customer receives the profiles of two Talents for approval and rejection before new profiles are sent;
-Management of the recruitment process right through to the handover of Talents and monitoring via a User dashboard.
By subscribing to RaaS™ Services, the Customer :
-is not bound by any obligation to recruit;
-is not limited by the number of candidates transmitted as part of a RaaS™ ;
-must approve or reject the candidates submitted in order to obtain new ones, two by two;
-cannot modify a RaaS once it has been completed, validated by the Customer and approved by RSight® ;
-may request that the RaaS™ service be discontinued - the RaaS™ Service will then stop sending new candidates, particularly if the candidates sent are suitable;
-is not bound by any salary limit in its Recruitment Requests.
The Customer acknowledges that RSight® :
-may limit the number of RaaS™ that can be purchased by the Customer;
-not may to accept an order and not to validate the RaaS™ formulated by the Customer, in which case the Customer will be informed and no invoice relating to this Raa™S™ will be issued. This case of refusal of the RaaS™ may be motivated in particular by a lack of clarity in the Recruitment Request, or by an incomplete or incoherent Request. Refusal to validate a RaaS does not have to be justified by RSight® ;
-gets the agreement of the Candidate that may pass her/his data to the Customer.
5.2 Provision of the RSight Solution
Opening of User accounts. The Customer chooses the authorised Users of the RSight® Solution and sends RSight® the data required to open User accounts. Integration with the Customer's SSO systems (single sign-on) may be offered by RSight®, as an option and depending on the associated technical constraints.
Onboarding. RSight® offers sequences to help Users get to grips with the RSight Solution via online support (without human intervention) and/or via training (by human intervention). The Order Form specifies the associated financial conditions according to the methods chosen by the Customer.
Support. For the duration of the Contract, the Customer benefits from support in the event of questions relating to the use of the RSight® Solution or an incident affecting the normal use of the RSight® Solution via the dedicated support portal. The Customer must detail his request and provide the information required to resolve the incident.
Maintenance, Hosting, Migration. RSight® reserves the right to perform updates, upgrades or migrations necessary for the proper functioning of the RaaS™ Service. The Customer acknowledges that maintenance or migration operations may be necessary and that RSight® cannot be held responsible for any temporary interruption of service caused by these operations.
How to use the RSight solution
6.1 Access to the RSight® Solution.
RSight provides Users authorised by the Customer with a login link enabling them to set their password to access the RSight® Solution.
The User is responsible for the confidentiality of his connection identifiers and undertakes to take all useful measures to ensure this complete confidentiality and to avoid any identity theft or any fraudulent or unauthorised use of his identifiers. The Customer undertakes to notify RSight as soon as possible of any loss of identifiers or any fraudulent use of the RSight® Solution. Users use the RaaS Service under the control and responsibility of the Customer.
6.2 Use of the RSight Solution.
The Customer is authorised to access and use the RSight® Solution in accordance with these GTC and the documentation.
The Customer shall refrain from, and shall ensure that Users refrain from, :
-Apply any reverse engineering method and/or reproduce all or part of the RSight® Solution;
-To develop internally or through a third party a solution that is equivalent or identical to the RSight® Solution;
-Carry out any form of commercial exploitation of the RSight® Solution with third parties; transfer, provide, lend, rent the RSight® Solution, grant sub-licences or other rights of use, or more generally, communicate to a third party or an affiliated company all or part of the RSight® Solution;
-Integrate all or part of the RSight® Solution into any computer system or any other software solution other than those provided for under the Agreement, without the prior agreement of RSight®;
-Extracting a qualitatively or quantitatively insubstantial part of the RSight® Solution databases;
-Any fraudulent or unauthorised access or attempted access to RSight®'s servers or any breach of RSight®'s automated data processing system.
The right to access and use the RSight® Solution is granted to the Customer only subject to effective payment of the Tariffs agreed in the "Financial Conditions" article.
The Customer also undertakes not to misuse the RSight® Solution for purposes other than those for which it was designed, and in particular to :
-engage in any illegal or fraudulent activity,
-infringe public policy, public decency or the rights of third parties,
-violate any contractual, legislative or regulatory provision,
-engage in any activity likely to interfere with a third party's computer system, in particular for the purpose of breaching its integrity or security.
Finally, the Customer undertakes not to :
-copy, modify or misappropriate any element belonging to RSight® or any concept it exploits as part of the RaaS™ Service,
-engage in any behaviour likely to interfere with or hijack RSight®'s IT systems or undermine its IT security measures,
-undermine RSight®'s financial, commercial or moral rights and interests.
Financial conditions
7.1. The Purchase Order sets out the Tariffs and financial terms applied by RaaS™. The Tariff applied is as follows:
-For the first 3 months from the signing of the first RaaS™, all RaaS™ ordered will be EUR 499 ;
-From the 4th month onwards, all RaaS ordered will be priced at EUR 899.
Payment of the invoice for the RaaS ordered is made on receipt of the invoice. Payment is a mandatory precondition for RSight® to activate the RaaS™.
Once paid for, a RaaS can be used within a 12-month period. At the end of these 12 months, unused RaaS are lost and cannot be refunded or carried over.
The Customer may order several RaaS™ at the same time over a period of 12 months from the date of purchase of the RaaS concerned. However, RSight® reserves the right to limit the number of RaaS™ active per Customer at any one time.
7.2. Payment under the Contract is made exclusively by direct debit or bank transfer. In the event of non-payment, RSight® is entitled (i) not to activate the RaaS™ or to suspend access to the RaaS™ Service by operation of law until actual payment has been made by the Customer, (ii) to invoice any collection costs, in particular bank charges, related to the rejection of a payment, (iii) to invoice late payment interest to RSight®, due by the sole fact of the expiry of the term, at the rate of 3 (three) times the legal interest rate, based on the amount of the debt not paid by the due date and a fixed indemnity of 40 (forty) euros for collection costs (iv) all of this without prejudice to any damages and the possible termination stipulated below.
Responsability
8.1. The liability of either party may only be incurred in the event of proven gross negligence. The parties expressly recognise that each will be released from all or part of its contractual liability if it provides proof that the non-performance or poor performance of the Contract is attributable to a third party or to a case of force majeure (see article 14.2 of the Contract). RSight® is only bound by an obligation of means to make the RaaS Service available under the conditions defined herein and is in no way bound by an obligation of result in the search for Talent.
8.2. RSight® and the Customer mutually agree that they can only be held liable for the consequences of direct damage and that compensation for indirect damage is excluded, including loss of profit, loss of chance, loss of opportunity, third party actions and damage to brand image.
The maximum amount of damages that RSight® and the Customer may be ordered to pay may not exceed the total amount invoiced and collected by RSight® over a contractual year.
8.3. RSight cannot be held responsible for :
-temporary difficulties or impossibilities in accessing the RaaS™ Service, particularly in the event of maintenance of the RSight® Solution;
-misuse of the RaaS™ Service by the Customer or User or failure to comply with the technical prerequisites, warnings and user documentation for the RaaS™ Service;
-the Talents identified by the RaaS™ Service or retained by the Customer are unsuitable for the Customer's needs, or the Talent refuses to join the Customer;
-any failure of the Internet network or means of communication. The Customer is aware of the complexity of global networks and the influx of Internet users at certain times of the day.
Confidentiality
Each of the parties undertakes not to disclose to any third party, without the prior written consent of the other party, the Confidential Information of the other party for the entire duration of the Contract and for five (5) years after the expiry or termination of the Contract for any reason whatsoever. The parties represent and warrant that they will ensure that their personnel and any sub-contractors involved in the performance of the Contract comply with this obligation. Confidential Information" includes all strategic, financial, technical and legal information, business secrets and, in general, all information relating to the activities of the party; know-how and data relating to the operation of the RaaS™ Service; Customer data is Confidential Information.
The following information shall not be considered Confidential Information:
-which are or fall into the public domain through no fault of the receiving party;
-which were known to the receiving party prior to their disclosure
-which are communicated to the receiving party by a third party without breach of an obligation of confidentiality and without any other fault ;
-which are developed independently by the receiving party, without any Confidential Information of the other party being used;
-the disclosure of which is required by law, regulation or court order to the extent strictly necessary.
Each party will take all reasonable precautions to protect the other party's Confidential Information, taking at least the same level of precautions as it uses to ensure the confidentiality of its own Confidential Information.
The Customer acknowledges and accepts that RSight® may use the Customer's anonymised data to train its systems and algorithms.
Evidentiary agreement
In the event of a dispute over the use of the RSight® Solution, the parties agree that the logging of the logs made by RSight's equipment during the use of the RSight® Solution will be deemed authentic and will constitute proof between the parties by application of article 1368 of the Civil Code.
Intellectual property
11.1 Intellectual property of the RSight® Solution.
RSight® holds the intellectual property rights to the RSight® Solution, including in particular the infrastructures, databases and content of all kinds, graphic interfaces, user interfaces, source code and object code, APIs, tree structure, algorithms including artificial intelligence systems, documentation, methods and models.
The Agreement does not transfer any ownership or proprietary rights of any kind to the Customer. RSight® grants a right of access and use of the RSight® Solution to the Customer and to Authorised Users. This license of use is non-exclusive, personal and non-transferable for the duration stipulated in the article "Duration" within the strict framework of the Contract.
RSight® warrants to the Customer that it has all the intellectual property rights necessary to enter into this agreement and, as such, that the RSight® Solution does not infringe the rights of third parties or constitute an infringement of a pre-existing work. RSight® actively care for the Customer against any infringement action that may be brought against it by any individual or legal entity claiming an intellectual property right relating to the RSight® Solution.
In this respect, RSight® undertakes to defend the Customer against any action for infringement of intellectual property rights based exclusively on infringement, and relating to the RSight® Solution, subject to :
-the Customer has given immediate written notice;
-that the alleged infringement is not due to the Customer or that the action is not the result of an infringement of these provisions by the Customer or a User.
RSight® shall have sole control over the manner in which the action is conducted and shall have full discretion to settle or pursue any proceedings of its choice. The Customer shall provide all necessary information, elements and assistance to RSight® to enable it to carry out its defence or to reach a settlement agreement.
11.2 Ownership of Customer data.
The Customer's data hosted in the RSight® Solution, and in particular the Recruitment Requests, are the full and complete property of the Customer. The Customer warrants that it has the necessary rights and authorisations to process the Customer's data and warrants RSight® as to the legality of the data and its use by the RSight® Solution.
The Customer shall indemnify and hold RSight® harmless from and against any and all damages, costs, expenses including the cost (fees and expenses) of its defence (RSight® having the choice of its defender), indemnities of any nature whatsoever that RSight may suffer as a result of a claim by a third party, including any competent administrative authority, due to a breach by the Customer of its obligations under the provisions of this clause.
11.3 Brands RSight®
RSight® owns the trademark RSight® (French trademark 4781476 and international trademark 1645463) and the distinctive sign RaaS™.
Personal data
12.1. The parties undertake, each insofar as it is concerned, to comply with all the legal and regulatory obligations incumbent on them in terms of the protection of personal data, in particular Law 78-17 of 6 January 1978 in its latest amended version known as the Loi Informatique et Libertés and Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 (together the "Applicable Regulations").
12.2. Three processing operations are identified under this Contract:
-Processing 1: Data processing for the purpose of managing the contractual relationship. Each party is responsible for this processing;
-Processing 2: Data processing for the purposes of performing the Contract and providing the RSight® Solution. As part of this processing, RSight® processes personal data in the name and on behalf of the Customer as a sub-contractor, while the Customer acts as the data controller within the meaning of the applicable Regulations.
-Processing 3: Processing of candidate and Talent data by RSight®. RSight® is responsible for this processing and the Customer is the Recipient.
The obligations and characteristics of the processing operations are described in the "Personal data" appendix to the Contract.
Termination for default
13.1 Termination for breach of an essential obligation.The Customer's essential obligations (the "Essential Obligations") are as follows:
-payment of the Tariff by the Customer as provided for in the Contract;
-the use of the RaaS™ Service in accordance with these terms and conditions and in particular the article entitled "Description of the RaaS™ Service" and the article entitled "Terms and Conditions of Use of the RSight® Solution";
-not to engage in any illegal or fraudulent activities or activities that infringe the rights or safety of third parties, public order or the laws and regulations in force;
-respect RSight®'s intellectual property rights as indicated in the "Intellectual Property" section.
In the event of a breach by the Customer of any of these Essential Obligations, RSight® may :
-suspend or cancel the Customer's access to the RaaS™ Service;
-inform any competent authority, cooperate with it and provide it with any information relevant to the investigation and prosecution of illegal or illicit activities;
-take any legal action.
These actions are without prejudice to any damages that RSight® may claim from the Customer.
13.2 Termination for breach of another obligation.
In the event of a breach of any obligation other than an Essential Obligation by one of the parties, the non-defaulting party shall send a registered letter with acknowledgement of receipt notifying the other party, specifying the breach or breaches identified and the associated contractual references.
The defaulting party must remedy the breaches within thirty (30) days of receipt of this registered letter. At the end of this thirty (30) day period, the parties shall meet to assess the situation and decide :
-Continuation of the Contract ;
-Termination of the Contract, without prejudice to any damages to which the non-defaulting party may be entitled.
13.3 Consequences.
From the date of termination of the Contract, the Customer and consequently the Users will no longer be able to access the RaaS™ Service. Any attempt to access and use the RSight® Solution at the end of the Contract will constitute illegitimate and wrongful access.
Miscellaneous
14.1. The Customer expressly authorises RSight® to include the Customer as one of its commercial references and to use the Customer's name and logo as such on RSight®'s official website, as well as in its marketing and commercial documents, unless the Customer gives written notice that it wishes to withdraw this authorisation.
14.2. The debtor of an obligation arising from the Contract will be excused if he can justify a case of force majeure as defined by article 1218 of the Civil Code and by case law. If the force majeure is of a temporary nature, performance will be suspended for the period during which performance of the obligation in question is thus prevented, this delay being excused. If the situation of force majeure or the excused delay continues beyond a period of thirty (30) days, either party may terminate it if it deems it appropriate, without indemnity or compensation to the other party.
14.3. The Customer may not transfer the Contract, either partially or in its entirety, with the exception of its subsidiaries, nor make the RaaS™ Service available to anyone else, even on a temporary basis, regardless of the legal transaction.
14.4 Any document provided by the Customer to RSight® such as, in particular, an expression of needs, a study, specifications, general conditions of purchase is, even if RSight® has responded to it, devoid of any contractual character and does not fall within the scope of the Contract.
14.5. RSight® may subcontract all or part of the Contract as it sees fit, provided that it remains responsible to the Customer for the proper performance of the Contract.
14.6 RSight® may modify this Agreement by notifying the Customer by any written means (and in particular by email). Changes to the Contract, and in particular changes to these General Terms and Conditions or changes to prices, may be made at any time. These changes will apply to the subscription of new RaaS™; RaaS™ already purchased will be governed by the Contract validated at the time of purchase of the RaaS™(s).
14.7 For any questions relating to these General Terms and Conditions, RSight® can be contacted at the following address: contact@rsight.com.
Settlement of disputes
The entire Contract is governed by French law.
IN THE EVENT OF ANY DISPUTE ARISING BETWEEN THE PARTIES CONCERNING THE VALIDITY, PERFORMANCE OR INTERPRETATION OF THE CONTRACT, THE PARTIES UNDERTAKE TO COOPERATE DILIGENTLY AND IN GOOD FAITH WITH A VIEW TO FINDING AN AMICABLE SOLUTION.
HOWEVER, IF NO AMICABLE AGREEMENT IS REACHED WITHIN ONE (1) MONTH OF RECEIPT OF A LETTER NOTIFYING THE OTHER PARTY OF THE EXISTENCE OF THE DISPUTE, THE PARTIES EXPRESSLY AGREE THAT THE PARIS COMMERCIAL COURT SHALL HAVE JURISDICTION TO HEAR THE MATTER, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES.
THE OBLIGATION TO RESPECT THE ABOVE TIME LIMIT DOES NOT APPLY TO EMERGENCY OR CONSERVATORY PROCEEDINGS, OR TO PROCEEDINGS IN CHAMBERS OR ON PETITION. FOR THESE PROCEDURES, THE PARIS COMMERCIAL COURT IS ALSO EXPRESSLY EMPOWERED.
APPENDIX: PERSONAL DATA
This Annex (hereinafter also referred to as the "DPA" for "Data Processing Agreement") forms an integral part of the contract (the "Contract") concluded between RSight and the Customer, and its purpose is to define the conditions under which RSight® carries out the personal data processing operations defined below.
Definitions
The terms "Personal Data", "Processing", "Data Controller", "Data Processor", "Data Breach" and "Data Subjects" have the meanings given to them in the Regulations.
Treatments
Three processing operations have been identified under this Contract:
-Processing 1: Data processing for the purpose of managing the contractual relationship. Each party is responsible for this processing;
-Processing 2: Data processing for the purposes of performing the Contract and providing the RSight® Solution. As part of this processing, RSight® processes Personal Data in the name and on behalf of the Customer as a Data Processor, while the Customer acts as the data controller within the meaning of the applicable Regulations.
-Processing 3: Processing of candidate and Talent data by RSight®. RSight® is responsible for this processing and the Customer is the Recipient.
Processing 1: Data processing for the purposes of managing the contractual relationship
Each party processes the Personal Data of the interlocutors of the other party in its capacity as Data Controller. This Processing is necessary for the proper performance of the Contract and only concerns the identification data (in particular surname, first name, email address, telephone number, company and role) of the contact persons. This data is kept for the time strictly necessary to manage the contractual relationship between the parties.
The parties' staff, their supervisory departments (auditors in particular) and their subcontractors may have access to the Personal Data collected.
This processing may give rise to the exercise by the parties' contact persons of their rights under the applicable Regulations, namely: (i) to obtain communication and, where appropriate, rectification or deletion of the data concerning them (ii) to request deletion or limitation of the processing (iii) to object to the processing on legitimate grounds (iv) to request portability of the data concerning them, in order to retrieve and retain them, and (v) to lodge a complaint with a competent supervisory authority.
Processing 2: Data processing for the purpose of providing the RSight® Solution
For this processing, RSight® acts as Data Processor and the Customer acts as Data Controller.
RSight's obligations to the Customer
RSight® undertakes to carry out the Processing under the following conditions:
-Persons concerned and Data: RSight® processes the personal Data of the Customer's personnel, as Users authorised by the Customer to use the RSight® Solution. The data processed is the surname, first name and email address of Users as well as connection logs.
-Purpose: RSight® undertakes to process Personal Data only for the purposes of opening a User account and accessing the RSight® Solution.
-Data security and confidentiality: RSight® undertakes to implement the appropriate technical and organisational measures to ensure the security, confidentiality and integrity of Personal Data, their backup and the restoration of their availability in the event of a physical or technical incident.
-Other Processors: RSight® is authorised to use the processors (the "Subsequent Processor") listed below to carry out specific processing activities. In the event of a change in the list of authorised Further Processors, RSight® shall give prior written notice to the Customer. It is RSight®'s responsibility to ensure that the Subsequent Sub-Contractor presents the same sufficient guarantees regarding the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the applicable Regulations. If the Subsequent Sub-Contractor fails to fulfil its data protection obligations, RSight® shall remain fully responsible to the Customer for the Subsequent Sub-Contractor's performance of its obligations.
-Transfer of Personal Data outside the European Union: RSight® is authorised to transfer Personal Data processed under the Contract to countries outside the European Union, subject to the implementation of appropriate safeguards as defined in Chapter V of the GDPR.
-Assistance and provision of information: RSight® undertakes to assist the Customer and to respond as quickly as possible to any request for information sent to it by the Customer, whether in connection with a request by the
Data Subjects to exercise their rights, an impact analysis, or a request from the data protection authorities or the
Customer's data protection officer.
-Notification of breaches of personal Data: RSight® undertakes to notify the Customer as soon as possible after becoming aware of any breach of personal Data relating to the processing operations covered by the Contract and to provide the Customer with all useful information and documentation relating to this breach within the time limits stipulated by the Regulations.
-Fate of data: RSight® undertakes to delete the Personal Data processed in the context of this Processing on expiry of the Contract.
-Re-use of data by RSight®: The Customer hereby authorises RSight® to process Personal Data collected as part of the RaaS Service (in particular connection and browsing data) for the purpose of improving the RaaS Service, and in particular to produce statistics on the way in which the RaaS Service is used by Users. In this context, RSight® will act as the data controller within the meaning of the applicable Regulations and, as such, undertakes to comply with the legal provisions on the protection of personal data.
Customer's obligations to RSight®
The Customer undertakes to :
-provide RSight® with the Personal Data necessary for the opening of User accounts, to the exclusion of any irrelevant, disproportionate or unnecessary data, and to the exclusion of any "special" data within the meaning of the applicable Regulations;
-to collect under its responsibility, in a lawful, fair and transparent manner, the Personal Data provided to RSight®, for the performance of the RaaS™ Service, and in particular, to ensure the legal basis of this collection and the information due to the Persons concerned;
-keep a register of data processed and, more generally, comply with the principles set out in the applicable regulations;
-ensure compliance with the obligations set out in the applicable Regulations beforehand and throughout the processing period.
Audit
RSight® shall make available to the Customer, at the latter's request, all information and documents necessary to demonstrate compliance with its obligations and to enable audits to be carried out.
The Customer thus has the possibility of carrying out audits once (1) a year and at its own expense in order to verify RSight's compliance with the obligations set out in this article. The Customer shall give RSight® at least thirty (30) days prior notice of the audit and shall give preference to a desk audit. RSight® reserves the right to refuse the identity of the auditor selected if it belongs to a competing company. The audit shall be carried out during RSight®'s working hours and in such a way as to cause the least possible disruption to its business. The audit shall not in any way prejudice (i) the technical and organisational security measures deployed by RSight®, (ii) the security and confidentiality of the data of RSight®'s other customers, or (iii) the proper functioning and organisation of RSight®'s production. The parties will agree in advance on the scope of the audit. The audit report will be sent to RSight® in order to allow RSight® to formulate any observations or remarks in writing, which will be appended to the final version of the audit report. Each audit report will be considered as confidential information.
Processing 3: Candidate and Talent data processing by RSight®.
RSight® collects, organises, stores, structures and cross-references the Personal Data of candidates whose CVs are accessible on recruitment sites or professional social networks with which RSight® has an agreement or authorisation.
RSight® only collects and processes data that is strictly necessary for the provision of the RaaS Service. The procedures for collecting and processing candidate data can be found in the Candidate Confidentiality Policy available at https://rsight.com/privacy-policy/. RSight is responsible for processing candidate and Talent data.
Once the Talent has been qualified via the RaaS™ Service, the Customer is the Recipient of the Talent's Personal Data required for the recruitment process, namely :
-A link to his professional profile;
-An interview report;
-Curriculum Vitae ;
-Contact details.
The Customer, as Recipient of the Talents' personal Data, undertakes to process such Data in accordance with the applicable Regulations and its internal rules, to process the Data solely for the purposes of recruitment, and to obtain
the necessary consent for processing directly from the Talent. RSight® cannot be held responsible for the compliance of the Processing of Personal Data carried out by the Customer on Talent data.
List of authorised sub-contractors
RSight® General terms & conditions
Effective Date: 10/01/2024
Introduction
RSIGHT® (a simplified joint stock company with share capital of €49,921.59, whose registered office is located at 17 RUE DUMONT D'URVILLE, 75016 PARIS, registered in the Paris Trade and Companies Register under number 890 710 478, hereinafter "RSight®") publishes a Recruiter as a Service service (hereinafter "the RaaS Service" or "Recruiter as a Service").
RSight offers its customers solutions incorporating an artificial intelligence system to help organisations find the best talent.
The RaaS™ Service, which is the subject of these General Terms and Conditions of Subscription (hereinafter the "General Terms and Conditions" or "GTC"), assists any legal entity that recruits by providing pre-selected and qualified Talents, with whom RSight has had prior discussions, who meet the criteria of the recruitment request formulated by the Customer, and who wish to be recruited by the organisation. The RaaS™ Service is described here: https://rsight.com/raas/.
The Customer has declared that it is interested in using the RaaS™ Service published by RSight® in connection with its professional activity. The subscription is formalised by an Order Form which refers to these General Conditions. Validation or acceptance by the Customer of the Order Form in any form whatsoever implies full and complete acceptance of these GTS and its appendices, in the version in force on the date of the Order Form in question.
The Contract consists of the following documents in descending order of priority (from most important to least important):
The Order Form ;
These General Terms and Conditions ;
The appendices.
In the event of any contradiction or discrepancy between the documents, the provisions of the higher-priority document shall prevail.
The Contract is exclusive of the application of the Customer's general terms and conditions of purchase or any other document exchanged between the parties.3. How We Use Your Information
We use your information for the following purposes:
Providing Services: To provide you with access to and use of the Platform.
Improvement: To improve our services, develop new features, and enhance user experience.
Communication: To communicate with you regarding your account, updates, and customer support.
Security: To protect the security and integrity of our services.
Legal Obligations: To comply with legal obligations and regulations.
Definitions
Customer - refers to the legal entity signing the Purchase Order.
Recruitment request - refers to the job offer as drafted by the User using the RSight® Solution and enabling the pre-selection and qualification of Talents corresponding to the expectations expressed.
RaaS Service - refers to all the services provided by RSight® as described in the RaaS™ Service Description article.
RSight Solution - refers to the software solution accessible remotely by Users and used in particular to create Recruitment Requests, receive Talent Proposals and manage recruitment.
RaaS- refers to the Recruitment Request made for a single position to be filled for a role in question, in terms of AI/cloud/IT and human resources. RaaS is activated by the Customer and validated by RSight®.
Talent - refers to the candidate pre-selected and qualified by RSight as part of the RaaS™ Service and submitted to the Customer for validation.
Tariffs - Price corresponding to the services offered to the Customer by RSight®. The Tariff is calculated per RaaS and per period of 30 days from its activation.
User - person authorised by the Customer to access the RaaS Service and use the RSight® Solution for recruitment purposes.
Subject
The purpose of the Contract is the provision of the RaaS™ Service by RSight® for the benefit of the Customer, consisting of the provision of an RSight® Solution and the identification and qualification of Talent in accordance with a Customer Recruitment Request. The RSight® Service is a recruitment assistance service made available to legal entities wishing to recruit, for professional purposes.
Duration
The client has the option to order one or more RaaS™ services from RSight® at the same time (either to recruit multiple people for the same role or to recruit for different roles). RSight® reserves the right to limit the number of active RaaS™ services simultaneously per client.
Once a RaaS™ is paid for, the client may choose to activate it within a period of 12 months following its payment.
The activation of the RaaS™ occurs when the client submits a new recruitment request in RSight® and validates it. The activated RaaS™ remains active for a fixed duration of 30 (thirty) days.
This duration can be renewed for successive 30-day periods upon written request from the client.
The contract automatically terminates when there are no longer any active or activatable RaaS™ services. RaaS™ services not activated within the 12-month period following their payment are forfeited.
Contact Us
The Customer declares that he has taken note of all the information relating to the use of the RaaS™ Service subscribed to and in particular the documentation prior to entering into the Contract. The Customer has thus been provided with all the information he/she needs, in particular to determine for himself/herself whether the RaaS™ Service is suited to his/her needs.
It is the sole responsibility of the Customer, at his or her own expense and under his or her sole responsibility, to acquire the technical resources, in particular hardware and Internet access, and the necessary skills to access the RaaS™ Service and carry out all permitted operations.
The Customer is also informed that the RaaS™ Service uses artificial intelligence systems, particularly in the selection of candidates, in matching and scoring and, where applicable, in interviewing candidates. RSight® has developed tools for monitoring and controlling the algorithms in order to limit the risks of bias and discrimination. However, the Customer is informed and acknowledges the innovative and autonomous nature of artificial intelligence systems. It therefore undertakes to implement human supervision of the results proposed by the RSight® Solution and to monitor these results. The Customer undertakes to inform RSight® of any incident or malfunction of the artificial intelligence system or of the results proposed via the RSight Solution, as soon as they are identified, so that RSight® can analyse and remedy them as soon as possible.
The Customer undertakes to take the utmost care when using the RSight® Solution and to comply with the following recommendations for use in order to obtain an optimal RaaS™ Service:
The Customer must have human resources who manage the recruitment process and who are trained in the use of solutions involving artificial intelligence;
The Recruitment Request must be created by the Customer's hiring manager and intermediaries must be avoided;
It is preferable to give the exclusivity for processing recruitment requests at the RaaS™ Service ;
The Customer must check and pay particular attention to the quality and accuracy of the data transmitted to the RSight® solution for each Recruitment Request. In the case of a Recruitment Request that contains overly restrictive criteria, the Talents supplied by the RaaS may not correspond entirely to these criteria; the Talents closest to the criteria transmitted will be transmitted.
Description of the RaaS™ Service
5.1 General description
As part of the RaaS™ Service, RSight® carries out the following operations:
-Provision of the RSight® Solution ;
-Helping to define the Customer's recruitment strategy;
-Search for candidates according to the Recruitment Request drawn up by the Customer using the RSight® Solution;
-Publication of recruitment applications on specialised websites;
-Identification of relevant candidates and matching and scoring between the relevant candidate and the Recruitment Request;
-Contacting candidates, conducting interviews, shortlisting and qualifying talent;
-Transmission of Talents for approval and rejection by the Customer. The Customer receives the profiles of two Talents for approval and rejection before new profiles are sent;
-Management of the recruitment process right through to the handover of Talents and monitoring via a User dashboard.
By subscribing to RaaS™ Services, the Customer :
-is not bound by any obligation to recruit;
-is not limited by the number of candidates transmitted as part of a RaaS™ ;
-must approve or reject the candidates submitted in order to obtain new ones, two by two;
-cannot modify a RaaS once it has been completed, validated by the Customer and approved by RSight® ;
-may request that the RaaS™ service be discontinued - the RaaS™ Service will then stop sending new candidates, particularly if the candidates sent are suitable;
-is not bound by any salary limit in its Recruitment Requests.
The Customer acknowledges that RSight® :
-may limit the number of RaaS™ that can be purchased by the Customer;
-not may to accept an order and not to validate the RaaS™ formulated by the Customer, in which case the Customer will be informed and no invoice relating to this Raa™S™ will be issued. This case of refusal of the RaaS™ may be motivated in particular by a lack of clarity in the Recruitment Request, or by an incomplete or incoherent Request. Refusal to validate a RaaS does not have to be justified by RSight® ;
-gets the agreement of the Candidate that may pass her/his data to the Customer.
5.2 Provision of the RSight Solution
Opening of User accounts. The Customer chooses the authorised Users of the RSight® Solution and sends RSight® the data required to open User accounts. Integration with the Customer's SSO systems (single sign-on) may be offered by RSight®, as an option and depending on the associated technical constraints.
Onboarding. RSight® offers sequences to help Users get to grips with the RSight Solution via online support (without human intervention) and/or via training (by human intervention). The Order Form specifies the associated financial conditions according to the methods chosen by the Customer.
Support. For the duration of the Contract, the Customer benefits from support in the event of questions relating to the use of the RSight® Solution or an incident affecting the normal use of the RSight® Solution via the dedicated support portal. The Customer must detail his request and provide the information required to resolve the incident.
Maintenance, Hosting, Migration. RSight® reserves the right to perform updates, upgrades or migrations necessary for the proper functioning of the RaaS™ Service. The Customer acknowledges that maintenance or migration operations may be necessary and that RSight® cannot be held responsible for any temporary interruption of service caused by these operations.
How to use the RSight solution
6.1 Access to the RSight® Solution.
RSight provides Users authorised by the Customer with a login link enabling them to set their password to access the RSight® Solution.
The User is responsible for the confidentiality of his connection identifiers and undertakes to take all useful measures to ensure this complete confidentiality and to avoid any identity theft or any fraudulent or unauthorised use of his identifiers. The Customer undertakes to notify RSight as soon as possible of any loss of identifiers or any fraudulent use of the RSight® Solution. Users use the RaaS Service under the control and responsibility of the Customer.
6.2 Use of the RSight Solution.
The Customer is authorised to access and use the RSight® Solution in accordance with these GTC and the documentation.
The Customer shall refrain from, and shall ensure that Users refrain from, :
-Apply any reverse engineering method and/or reproduce all or part of the RSight® Solution;
-To develop internally or through a third party a solution that is equivalent or identical to the RSight® Solution;
-Carry out any form of commercial exploitation of the RSight® Solution with third parties; transfer, provide, lend, rent the RSight® Solution, grant sub-licences or other rights of use, or more generally, communicate to a third party or an affiliated company all or part of the RSight® Solution;
-Integrate all or part of the RSight® Solution into any computer system or any other software solution other than those provided for under the Agreement, without the prior agreement of RSight®;
-Extracting a qualitatively or quantitatively insubstantial part of the RSight® Solution databases;
-Any fraudulent or unauthorised access or attempted access to RSight®'s servers or any breach of RSight®'s automated data processing system.
The right to access and use the RSight® Solution is granted to the Customer only subject to effective payment of the Tariffs agreed in the "Financial Conditions" article.
The Customer also undertakes not to misuse the RSight® Solution for purposes other than those for which it was designed, and in particular to :
-engage in any illegal or fraudulent activity,
-infringe public policy, public decency or the rights of third parties,
-violate any contractual, legislative or regulatory provision,
-engage in any activity likely to interfere with a third party's computer system, in particular for the purpose of breaching its integrity or security.
Finally, the Customer undertakes not to :
-copy, modify or misappropriate any element belonging to RSight® or any concept it exploits as part of the RaaS™ Service,
-engage in any behaviour likely to interfere with or hijack RSight®'s IT systems or undermine its IT security measures,
-undermine RSight®'s financial, commercial or moral rights and interests.
Financial conditions
7.1. The Purchase Order sets out the Tariffs and financial terms applied by RaaS™. The Tariff applied is as follows:
-For the first 3 months from the signing of the first RaaS™, all RaaS™ ordered will be EUR 499 ;
-From the 4th month onwards, all RaaS ordered will be priced at EUR 899.
Payment of the invoice for the RaaS ordered is made on receipt of the invoice. Payment is a mandatory precondition for RSight® to activate the RaaS™.
Once paid for, a RaaS can be used within a 12-month period. At the end of these 12 months, unused RaaS are lost and cannot be refunded or carried over.
The Customer may order several RaaS™ at the same time over a period of 12 months from the date of purchase of the RaaS concerned. However, RSight® reserves the right to limit the number of RaaS™ active per Customer at any one time.
7.2. Payment under the Contract is made exclusively by direct debit or bank transfer. In the event of non-payment, RSight® is entitled (i) not to activate the RaaS™ or to suspend access to the RaaS™ Service by operation of law until actual payment has been made by the Customer, (ii) to invoice any collection costs, in particular bank charges, related to the rejection of a payment, (iii) to invoice late payment interest to RSight®, due by the sole fact of the expiry of the term, at the rate of 3 (three) times the legal interest rate, based on the amount of the debt not paid by the due date and a fixed indemnity of 40 (forty) euros for collection costs (iv) all of this without prejudice to any damages and the possible termination stipulated below.
Responsability
8.1. The liability of either party may only be incurred in the event of proven gross negligence. The parties expressly recognise that each will be released from all or part of its contractual liability if it provides proof that the non-performance or poor performance of the Contract is attributable to a third party or to a case of force majeure (see article 14.2 of the Contract). RSight® is only bound by an obligation of means to make the RaaS Service available under the conditions defined herein and is in no way bound by an obligation of result in the search for Talent.
8.2. RSight® and the Customer mutually agree that they can only be held liable for the consequences of direct damage and that compensation for indirect damage is excluded, including loss of profit, loss of chance, loss of opportunity, third party actions and damage to brand image.
The maximum amount of damages that RSight® and the Customer may be ordered to pay may not exceed the total amount invoiced and collected by RSight® over a contractual year.
8.3. RSight cannot be held responsible for :
-temporary difficulties or impossibilities in accessing the RaaS™ Service, particularly in the event of maintenance of the RSight® Solution;
-misuse of the RaaS™ Service by the Customer or User or failure to comply with the technical prerequisites, warnings and user documentation for the RaaS™ Service;
-the Talents identified by the RaaS™ Service or retained by the Customer are unsuitable for the Customer's needs, or the Talent refuses to join the Customer;
-any failure of the Internet network or means of communication. The Customer is aware of the complexity of global networks and the influx of Internet users at certain times of the day.
Confidentiality
Each of the parties undertakes not to disclose to any third party, without the prior written consent of the other party, the Confidential Information of the other party for the entire duration of the Contract and for five (5) years after the expiry or termination of the Contract for any reason whatsoever. The parties represent and warrant that they will ensure that their personnel and any sub-contractors involved in the performance of the Contract comply with this obligation. Confidential Information" includes all strategic, financial, technical and legal information, business secrets and, in general, all information relating to the activities of the party; know-how and data relating to the operation of the RaaS™ Service; Customer data is Confidential Information.
The following information shall not be considered Confidential Information:
-which are or fall into the public domain through no fault of the receiving party;
-which were known to the receiving party prior to their disclosure
-which are communicated to the receiving party by a third party without breach of an obligation of confidentiality and without any other fault ;
-which are developed independently by the receiving party, without any Confidential Information of the other party being used;
-the disclosure of which is required by law, regulation or court order to the extent strictly necessary.
Each party will take all reasonable precautions to protect the other party's Confidential Information, taking at least the same level of precautions as it uses to ensure the confidentiality of its own Confidential Information.
The Customer acknowledges and accepts that RSight® may use the Customer's anonymised data to train its systems and algorithms.
Evidentiary agreement
In the event of a dispute over the use of the RSight® Solution, the parties agree that the logging of the logs made by RSight's equipment during the use of the RSight® Solution will be deemed authentic and will constitute proof between the parties by application of article 1368 of the Civil Code.
Intellectual property
11.1 Intellectual property of the RSight® Solution.
RSight® holds the intellectual property rights to the RSight® Solution, including in particular the infrastructures, databases and content of all kinds, graphic interfaces, user interfaces, source code and object code, APIs, tree structure, algorithms including artificial intelligence systems, documentation, methods and models.
The Agreement does not transfer any ownership or proprietary rights of any kind to the Customer. RSight® grants a right of access and use of the RSight® Solution to the Customer and to Authorised Users. This license of use is non-exclusive, personal and non-transferable for the duration stipulated in the article "Duration" within the strict framework of the Contract.
RSight® warrants to the Customer that it has all the intellectual property rights necessary to enter into this agreement and, as such, that the RSight® Solution does not infringe the rights of third parties or constitute an infringement of a pre-existing work. RSight® actively care for the Customer against any infringement action that may be brought against it by any individual or legal entity claiming an intellectual property right relating to the RSight® Solution.
In this respect, RSight® undertakes to defend the Customer against any action for infringement of intellectual property rights based exclusively on infringement, and relating to the RSight® Solution, subject to :
-the Customer has given immediate written notice;
-that the alleged infringement is not due to the Customer or that the action is not the result of an infringement of these provisions by the Customer or a User.
RSight® shall have sole control over the manner in which the action is conducted and shall have full discretion to settle or pursue any proceedings of its choice. The Customer shall provide all necessary information, elements and assistance to RSight® to enable it to carry out its defence or to reach a settlement agreement.
11.2 Ownership of Customer data.
The Customer's data hosted in the RSight® Solution, and in particular the Recruitment Requests, are the full and complete property of the Customer. The Customer warrants that it has the necessary rights and authorisations to process the Customer's data and warrants RSight® as to the legality of the data and its use by the RSight® Solution.
The Customer shall indemnify and hold RSight® harmless from and against any and all damages, costs, expenses including the cost (fees and expenses) of its defence (RSight® having the choice of its defender), indemnities of any nature whatsoever that RSight may suffer as a result of a claim by a third party, including any competent administrative authority, due to a breach by the Customer of its obligations under the provisions of this clause.
11.3 Brands RSight®
RSight® owns the trademark RSight® (French trademark 4781476 and international trademark 1645463) and the distinctive sign RaaS™.
Personal data
12.1. The parties undertake, each insofar as it is concerned, to comply with all the legal and regulatory obligations incumbent on them in terms of the protection of personal data, in particular Law 78-17 of 6 January 1978 in its latest amended version known as the Loi Informatique et Libertés and Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 (together the "Applicable Regulations").
12.2. Three processing operations are identified under this Contract:
-Processing 1: Data processing for the purpose of managing the contractual relationship. Each party is responsible for this processing;
-Processing 2: Data processing for the purposes of performing the Contract and providing the RSight® Solution. As part of this processing, RSight® processes personal data in the name and on behalf of the Customer as a sub-contractor, while the Customer acts as the data controller within the meaning of the applicable Regulations.
-Processing 3: Processing of candidate and Talent data by RSight®. RSight® is responsible for this processing and the Customer is the Recipient.
The obligations and characteristics of the processing operations are described in the "Personal data" appendix to the Contract.
Termination for default
13.1 Termination for breach of an essential obligation.The Customer's essential obligations (the "Essential Obligations") are as follows:
-payment of the Tariff by the Customer as provided for in the Contract;
-the use of the RaaS™ Service in accordance with these terms and conditions and in particular the article entitled "Description of the RaaS™ Service" and the article entitled "Terms and Conditions of Use of the RSight® Solution";
-not to engage in any illegal or fraudulent activities or activities that infringe the rights or safety of third parties, public order or the laws and regulations in force;
-respect RSight®'s intellectual property rights as indicated in the "Intellectual Property" section.
In the event of a breach by the Customer of any of these Essential Obligations, RSight® may :
-suspend or cancel the Customer's access to the RaaS™ Service;
-inform any competent authority, cooperate with it and provide it with any information relevant to the investigation and prosecution of illegal or illicit activities;
-take any legal action.
These actions are without prejudice to any damages that RSight® may claim from the Customer.
13.2 Termination for breach of another obligation.
In the event of a breach of any obligation other than an Essential Obligation by one of the parties, the non-defaulting party shall send a registered letter with acknowledgement of receipt notifying the other party, specifying the breach or breaches identified and the associated contractual references.
The defaulting party must remedy the breaches within thirty (30) days of receipt of this registered letter. At the end of this thirty (30) day period, the parties shall meet to assess the situation and decide :
-Continuation of the Contract ;
-Termination of the Contract, without prejudice to any damages to which the non-defaulting party may be entitled.
13.3 Consequences.
From the date of termination of the Contract, the Customer and consequently the Users will no longer be able to access the RaaS™ Service. Any attempt to access and use the RSight® Solution at the end of the Contract will constitute illegitimate and wrongful access.
Miscellaneous
14.1. The Customer expressly authorises RSight® to include the Customer as one of its commercial references and to use the Customer's name and logo as such on RSight®'s official website, as well as in its marketing and commercial documents, unless the Customer gives written notice that it wishes to withdraw this authorisation.
14.2. The debtor of an obligation arising from the Contract will be excused if he can justify a case of force majeure as defined by article 1218 of the Civil Code and by case law. If the force majeure is of a temporary nature, performance will be suspended for the period during which performance of the obligation in question is thus prevented, this delay being excused. If the situation of force majeure or the excused delay continues beyond a period of thirty (30) days, either party may terminate it if it deems it appropriate, without indemnity or compensation to the other party.
14.3. The Customer may not transfer the Contract, either partially or in its entirety, with the exception of its subsidiaries, nor make the RaaS™ Service available to anyone else, even on a temporary basis, regardless of the legal transaction.
14.4 Any document provided by the Customer to RSight® such as, in particular, an expression of needs, a study, specifications, general conditions of purchase is, even if RSight® has responded to it, devoid of any contractual character and does not fall within the scope of the Contract.
14.5. RSight® may subcontract all or part of the Contract as it sees fit, provided that it remains responsible to the Customer for the proper performance of the Contract.
14.6 RSight® may modify this Agreement by notifying the Customer by any written means (and in particular by email). Changes to the Contract, and in particular changes to these General Terms and Conditions or changes to prices, may be made at any time. These changes will apply to the subscription of new RaaS™; RaaS™ already purchased will be governed by the Contract validated at the time of purchase of the RaaS™(s).
14.7 For any questions relating to these General Terms and Conditions, RSight® can be contacted at the following address: contact@rsight.com.
Settlement of disputes
The entire Contract is governed by French law.
IN THE EVENT OF ANY DISPUTE ARISING BETWEEN THE PARTIES CONCERNING THE VALIDITY, PERFORMANCE OR INTERPRETATION OF THE CONTRACT, THE PARTIES UNDERTAKE TO COOPERATE DILIGENTLY AND IN GOOD FAITH WITH A VIEW TO FINDING AN AMICABLE SOLUTION.
HOWEVER, IF NO AMICABLE AGREEMENT IS REACHED WITHIN ONE (1) MONTH OF RECEIPT OF A LETTER NOTIFYING THE OTHER PARTY OF THE EXISTENCE OF THE DISPUTE, THE PARTIES EXPRESSLY AGREE THAT THE PARIS COMMERCIAL COURT SHALL HAVE JURISDICTION TO HEAR THE MATTER, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES.
THE OBLIGATION TO RESPECT THE ABOVE TIME LIMIT DOES NOT APPLY TO EMERGENCY OR CONSERVATORY PROCEEDINGS, OR TO PROCEEDINGS IN CHAMBERS OR ON PETITION. FOR THESE PROCEDURES, THE PARIS COMMERCIAL COURT IS ALSO EXPRESSLY EMPOWERED.
APPENDIX: PERSONAL DATA
This Annex (hereinafter also referred to as the "DPA" for "Data Processing Agreement") forms an integral part of the contract (the "Contract") concluded between RSight and the Customer, and its purpose is to define the conditions under which RSight® carries out the personal data processing operations defined below.
Definitions
The terms "Personal Data", "Processing", "Data Controller", "Data Processor", "Data Breach" and "Data Subjects" have the meanings given to them in the Regulations.
Treatments
Three processing operations have been identified under this Contract:
-Processing 1: Data processing for the purpose of managing the contractual relationship. Each party is responsible for this processing;
-Processing 2: Data processing for the purposes of performing the Contract and providing the RSight® Solution. As part of this processing, RSight® processes Personal Data in the name and on behalf of the Customer as a Data Processor, while the Customer acts as the data controller within the meaning of the applicable Regulations.
-Processing 3: Processing of candidate and Talent data by RSight®. RSight® is responsible for this processing and the Customer is the Recipient.
Processing 1: Data processing for the purposes of managing the contractual relationship
Each party processes the Personal Data of the interlocutors of the other party in its capacity as Data Controller. This Processing is necessary for the proper performance of the Contract and only concerns the identification data (in particular surname, first name, email address, telephone number, company and role) of the contact persons. This data is kept for the time strictly necessary to manage the contractual relationship between the parties.
The parties' staff, their supervisory departments (auditors in particular) and their subcontractors may have access to the Personal Data collected.
This processing may give rise to the exercise by the parties' contact persons of their rights under the applicable Regulations, namely: (i) to obtain communication and, where appropriate, rectification or deletion of the data concerning them (ii) to request deletion or limitation of the processing (iii) to object to the processing on legitimate grounds (iv) to request portability of the data concerning them, in order to retrieve and retain them, and (v) to lodge a complaint with a competent supervisory authority.
Processing 2: Data processing for the purpose of providing the RSight® Solution
For this processing, RSight® acts as Data Processor and the Customer acts as Data Controller.
RSight's obligations to the Customer
RSight® undertakes to carry out the Processing under the following conditions:
-Persons concerned and Data: RSight® processes the personal Data of the Customer's personnel, as Users authorised by the Customer to use the RSight® Solution. The data processed is the surname, first name and email address of Users as well as connection logs.
-Purpose: RSight® undertakes to process Personal Data only for the purposes of opening a User account and accessing the RSight® Solution.
-Data security and confidentiality: RSight® undertakes to implement the appropriate technical and organisational measures to ensure the security, confidentiality and integrity of Personal Data, their backup and the restoration of their availability in the event of a physical or technical incident.
-Other Processors: RSight® is authorised to use the processors (the "Subsequent Processor") listed below to carry out specific processing activities. In the event of a change in the list of authorised Further Processors, RSight® shall give prior written notice to the Customer. It is RSight®'s responsibility to ensure that the Subsequent Sub-Contractor presents the same sufficient guarantees regarding the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the applicable Regulations. If the Subsequent Sub-Contractor fails to fulfil its data protection obligations, RSight® shall remain fully responsible to the Customer for the Subsequent Sub-Contractor's performance of its obligations.
-Transfer of Personal Data outside the European Union: RSight® is authorised to transfer Personal Data processed under the Contract to countries outside the European Union, subject to the implementation of appropriate safeguards as defined in Chapter V of the GDPR.
-Assistance and provision of information: RSight® undertakes to assist the Customer and to respond as quickly as possible to any request for information sent to it by the Customer, whether in connection with a request by the
Data Subjects to exercise their rights, an impact analysis, or a request from the data protection authorities or the
Customer's data protection officer.
-Notification of breaches of personal Data: RSight® undertakes to notify the Customer as soon as possible after becoming aware of any breach of personal Data relating to the processing operations covered by the Contract and to provide the Customer with all useful information and documentation relating to this breach within the time limits stipulated by the Regulations.
-Fate of data: RSight® undertakes to delete the Personal Data processed in the context of this Processing on expiry of the Contract.
-Re-use of data by RSight®: The Customer hereby authorises RSight® to process Personal Data collected as part of the RaaS Service (in particular connection and browsing data) for the purpose of improving the RaaS Service, and in particular to produce statistics on the way in which the RaaS Service is used by Users. In this context, RSight® will act as the data controller within the meaning of the applicable Regulations and, as such, undertakes to comply with the legal provisions on the protection of personal data.
Customer's obligations to RSight®
The Customer undertakes to :
-provide RSight® with the Personal Data necessary for the opening of User accounts, to the exclusion of any irrelevant, disproportionate or unnecessary data, and to the exclusion of any "special" data within the meaning of the applicable Regulations;
-to collect under its responsibility, in a lawful, fair and transparent manner, the Personal Data provided to RSight®, for the performance of the RaaS™ Service, and in particular, to ensure the legal basis of this collection and the information due to the Persons concerned;
-keep a register of data processed and, more generally, comply with the principles set out in the applicable regulations;
-ensure compliance with the obligations set out in the applicable Regulations beforehand and throughout the processing period.
Audit
RSight® shall make available to the Customer, at the latter's request, all information and documents necessary to demonstrate compliance with its obligations and to enable audits to be carried out.
The Customer thus has the possibility of carrying out audits once (1) a year and at its own expense in order to verify RSight's compliance with the obligations set out in this article. The Customer shall give RSight® at least thirty (30) days prior notice of the audit and shall give preference to a desk audit. RSight® reserves the right to refuse the identity of the auditor selected if it belongs to a competing company. The audit shall be carried out during RSight®'s working hours and in such a way as to cause the least possible disruption to its business. The audit shall not in any way prejudice (i) the technical and organisational security measures deployed by RSight®, (ii) the security and confidentiality of the data of RSight®'s other customers, or (iii) the proper functioning and organisation of RSight®'s production. The parties will agree in advance on the scope of the audit. The audit report will be sent to RSight® in order to allow RSight® to formulate any observations or remarks in writing, which will be appended to the final version of the audit report. Each audit report will be considered as confidential information.
Processing 3: Candidate and Talent data processing by RSight®.
RSight® collects, organises, stores, structures and cross-references the Personal Data of candidates whose CVs are accessible on recruitment sites or professional social networks with which RSight® has an agreement or authorisation.
RSight® only collects and processes data that is strictly necessary for the provision of the RaaS Service. The procedures for collecting and processing candidate data can be found in the Candidate Confidentiality Policy available at https://rsight.com/privacy-policy/. RSight is responsible for processing candidate and Talent data.
Once the Talent has been qualified via the RaaS™ Service, the Customer is the Recipient of the Talent's Personal Data required for the recruitment process, namely :
-A link to his professional profile;
-An interview report;
-Curriculum Vitae ;
-Contact details.
The Customer, as Recipient of the Talents' personal Data, undertakes to process such Data in accordance with the applicable Regulations and its internal rules, to process the Data solely for the purposes of recruitment, and to obtain
the necessary consent for processing directly from the Talent. RSight® cannot be held responsible for the compliance of the Processing of Personal Data carried out by the Customer on Talent data.
List of authorised sub-contractors
RSight® General terms & conditions
Effective Date: 10/01/2024
Introduction
RSIGHT® (a simplified joint stock company with share capital of €49,921.59, whose registered office is located at 17 RUE DUMONT D'URVILLE, 75016 PARIS, registered in the Paris Trade and Companies Register under number 890 710 478, hereinafter "RSight®") publishes a Recruiter as a Service service (hereinafter "the RaaS Service" or "Recruiter as a Service").
RSight offers its customers solutions incorporating an artificial intelligence system to help organisations find the best talent.
The RaaS™ Service, which is the subject of these General Terms and Conditions of Subscription (hereinafter the "General Terms and Conditions" or "GTC"), assists any legal entity that recruits by providing pre-selected and qualified Talents, with whom RSight has had prior discussions, who meet the criteria of the recruitment request formulated by the Customer, and who wish to be recruited by the organisation. The RaaS™ Service is described here: https://rsight.com/raas/.
The Customer has declared that it is interested in using the RaaS™ Service published by RSight® in connection with its professional activity. The subscription is formalised by an Order Form which refers to these General Conditions. Validation or acceptance by the Customer of the Order Form in any form whatsoever implies full and complete acceptance of these GTS and its appendices, in the version in force on the date of the Order Form in question.
The Contract consists of the following documents in descending order of priority (from most important to least important):
The Order Form ;
These General Terms and Conditions ;
The appendices.
In the event of any contradiction or discrepancy between the documents, the provisions of the higher-priority document shall prevail.
The Contract is exclusive of the application of the Customer's general terms and conditions of purchase or any other document exchanged between the parties.3. How We Use Your Information
We use your information for the following purposes:
Providing Services: To provide you with access to and use of the Platform.
Improvement: To improve our services, develop new features, and enhance user experience.
Communication: To communicate with you regarding your account, updates, and customer support.
Security: To protect the security and integrity of our services.
Legal Obligations: To comply with legal obligations and regulations.
Definitions
Customer - refers to the legal entity signing the Purchase Order.
Recruitment request - refers to the job offer as drafted by the User using the RSight® Solution and enabling the pre-selection and qualification of Talents corresponding to the expectations expressed.
RaaS Service - refers to all the services provided by RSight® as described in the RaaS™ Service Description article.
RSight Solution - refers to the software solution accessible remotely by Users and used in particular to create Recruitment Requests, receive Talent Proposals and manage recruitment.
RaaS- refers to the Recruitment Request made for a single position to be filled for a role in question, in terms of AI/cloud/IT and human resources. RaaS is activated by the Customer and validated by RSight®.
Talent - refers to the candidate pre-selected and qualified by RSight as part of the RaaS™ Service and submitted to the Customer for validation.
Tariffs - Price corresponding to the services offered to the Customer by RSight®. The Tariff is calculated per RaaS and per period of 30 days from its activation.
User - person authorised by the Customer to access the RaaS Service and use the RSight® Solution for recruitment purposes.
Subject
The purpose of the Contract is the provision of the RaaS™ Service by RSight® for the benefit of the Customer, consisting of the provision of an RSight® Solution and the identification and qualification of Talent in accordance with a Customer Recruitment Request. The RSight® Service is a recruitment assistance service made available to legal entities wishing to recruit, for professional purposes.
Duration
The client has the option to order one or more RaaS™ services from RSight® at the same time (either to recruit multiple people for the same role or to recruit for different roles). RSight® reserves the right to limit the number of active RaaS™ services simultaneously per client.
Once a RaaS™ is paid for, the client may choose to activate it within a period of 12 months following its payment.
The activation of the RaaS™ occurs when the client submits a new recruitment request in RSight® and validates it. The activated RaaS™ remains active for a fixed duration of 30 (thirty) days.
This duration can be renewed for successive 30-day periods upon written request from the client.
The contract automatically terminates when there are no longer any active or activatable RaaS™ services. RaaS™ services not activated within the 12-month period following their payment are forfeited.
Contact Us
The Customer declares that he has taken note of all the information relating to the use of the RaaS™ Service subscribed to and in particular the documentation prior to entering into the Contract. The Customer has thus been provided with all the information he/she needs, in particular to determine for himself/herself whether the RaaS™ Service is suited to his/her needs.
It is the sole responsibility of the Customer, at his or her own expense and under his or her sole responsibility, to acquire the technical resources, in particular hardware and Internet access, and the necessary skills to access the RaaS™ Service and carry out all permitted operations.
The Customer is also informed that the RaaS™ Service uses artificial intelligence systems, particularly in the selection of candidates, in matching and scoring and, where applicable, in interviewing candidates. RSight® has developed tools for monitoring and controlling the algorithms in order to limit the risks of bias and discrimination. However, the Customer is informed and acknowledges the innovative and autonomous nature of artificial intelligence systems. It therefore undertakes to implement human supervision of the results proposed by the RSight® Solution and to monitor these results. The Customer undertakes to inform RSight® of any incident or malfunction of the artificial intelligence system or of the results proposed via the RSight Solution, as soon as they are identified, so that RSight® can analyse and remedy them as soon as possible.
The Customer undertakes to take the utmost care when using the RSight® Solution and to comply with the following recommendations for use in order to obtain an optimal RaaS™ Service:
The Customer must have human resources who manage the recruitment process and who are trained in the use of solutions involving artificial intelligence;
The Recruitment Request must be created by the Customer's hiring manager and intermediaries must be avoided;
It is preferable to give the exclusivity for processing recruitment requests at the RaaS™ Service ;
The Customer must check and pay particular attention to the quality and accuracy of the data transmitted to the RSight® solution for each Recruitment Request. In the case of a Recruitment Request that contains overly restrictive criteria, the Talents supplied by the RaaS may not correspond entirely to these criteria; the Talents closest to the criteria transmitted will be transmitted.
Description of the RaaS™ Service
5.1 General description
As part of the RaaS™ Service, RSight® carries out the following operations:
-Provision of the RSight® Solution ;
-Helping to define the Customer's recruitment strategy;
-Search for candidates according to the Recruitment Request drawn up by the Customer using the RSight® Solution;
-Publication of recruitment applications on specialised websites;
-Identification of relevant candidates and matching and scoring between the relevant candidate and the Recruitment Request;
-Contacting candidates, conducting interviews, shortlisting and qualifying talent;
-Transmission of Talents for approval and rejection by the Customer. The Customer receives the profiles of two Talents for approval and rejection before new profiles are sent;
-Management of the recruitment process right through to the handover of Talents and monitoring via a User dashboard.
By subscribing to RaaS™ Services, the Customer :
-is not bound by any obligation to recruit;
-is not limited by the number of candidates transmitted as part of a RaaS™ ;
-must approve or reject the candidates submitted in order to obtain new ones, two by two;
-cannot modify a RaaS once it has been completed, validated by the Customer and approved by RSight® ;
-may request that the RaaS™ service be discontinued - the RaaS™ Service will then stop sending new candidates, particularly if the candidates sent are suitable;
-is not bound by any salary limit in its Recruitment Requests.
The Customer acknowledges that RSight® :
-may limit the number of RaaS™ that can be purchased by the Customer;
-not may to accept an order and not to validate the RaaS™ formulated by the Customer, in which case the Customer will be informed and no invoice relating to this Raa™S™ will be issued. This case of refusal of the RaaS™ may be motivated in particular by a lack of clarity in the Recruitment Request, or by an incomplete or incoherent Request. Refusal to validate a RaaS does not have to be justified by RSight® ;
-gets the agreement of the Candidate that may pass her/his data to the Customer.
5.2 Provision of the RSight Solution
Opening of User accounts. The Customer chooses the authorised Users of the RSight® Solution and sends RSight® the data required to open User accounts. Integration with the Customer's SSO systems (single sign-on) may be offered by RSight®, as an option and depending on the associated technical constraints.
Onboarding. RSight® offers sequences to help Users get to grips with the RSight Solution via online support (without human intervention) and/or via training (by human intervention). The Order Form specifies the associated financial conditions according to the methods chosen by the Customer.
Support. For the duration of the Contract, the Customer benefits from support in the event of questions relating to the use of the RSight® Solution or an incident affecting the normal use of the RSight® Solution via the dedicated support portal. The Customer must detail his request and provide the information required to resolve the incident.
Maintenance, Hosting, Migration. RSight® reserves the right to perform updates, upgrades or migrations necessary for the proper functioning of the RaaS™ Service. The Customer acknowledges that maintenance or migration operations may be necessary and that RSight® cannot be held responsible for any temporary interruption of service caused by these operations.
How to use the RSight solution
6.1 Access to the RSight® Solution.
RSight provides Users authorised by the Customer with a login link enabling them to set their password to access the RSight® Solution.
The User is responsible for the confidentiality of his connection identifiers and undertakes to take all useful measures to ensure this complete confidentiality and to avoid any identity theft or any fraudulent or unauthorised use of his identifiers. The Customer undertakes to notify RSight as soon as possible of any loss of identifiers or any fraudulent use of the RSight® Solution. Users use the RaaS Service under the control and responsibility of the Customer.
6.2 Use of the RSight Solution.
The Customer is authorised to access and use the RSight® Solution in accordance with these GTC and the documentation.
The Customer shall refrain from, and shall ensure that Users refrain from, :
-Apply any reverse engineering method and/or reproduce all or part of the RSight® Solution;
-To develop internally or through a third party a solution that is equivalent or identical to the RSight® Solution;
-Carry out any form of commercial exploitation of the RSight® Solution with third parties; transfer, provide, lend, rent the RSight® Solution, grant sub-licences or other rights of use, or more generally, communicate to a third party or an affiliated company all or part of the RSight® Solution;
-Integrate all or part of the RSight® Solution into any computer system or any other software solution other than those provided for under the Agreement, without the prior agreement of RSight®;
-Extracting a qualitatively or quantitatively insubstantial part of the RSight® Solution databases;
-Any fraudulent or unauthorised access or attempted access to RSight®'s servers or any breach of RSight®'s automated data processing system.
The right to access and use the RSight® Solution is granted to the Customer only subject to effective payment of the Tariffs agreed in the "Financial Conditions" article.
The Customer also undertakes not to misuse the RSight® Solution for purposes other than those for which it was designed, and in particular to :
-engage in any illegal or fraudulent activity,
-infringe public policy, public decency or the rights of third parties,
-violate any contractual, legislative or regulatory provision,
-engage in any activity likely to interfere with a third party's computer system, in particular for the purpose of breaching its integrity or security.
Finally, the Customer undertakes not to :
-copy, modify or misappropriate any element belonging to RSight® or any concept it exploits as part of the RaaS™ Service,
-engage in any behaviour likely to interfere with or hijack RSight®'s IT systems or undermine its IT security measures,
-undermine RSight®'s financial, commercial or moral rights and interests.
Financial conditions
7.1. The Purchase Order sets out the Tariffs and financial terms applied by RaaS™. The Tariff applied is as follows:
-For the first 3 months from the signing of the first RaaS™, all RaaS™ ordered will be EUR 499 ;
-From the 4th month onwards, all RaaS ordered will be priced at EUR 899.
Payment of the invoice for the RaaS ordered is made on receipt of the invoice. Payment is a mandatory precondition for RSight® to activate the RaaS™.
Once paid for, a RaaS can be used within a 12-month period. At the end of these 12 months, unused RaaS are lost and cannot be refunded or carried over.
The Customer may order several RaaS™ at the same time over a period of 12 months from the date of purchase of the RaaS concerned. However, RSight® reserves the right to limit the number of RaaS™ active per Customer at any one time.
7.2. Payment under the Contract is made exclusively by direct debit or bank transfer. In the event of non-payment, RSight® is entitled (i) not to activate the RaaS™ or to suspend access to the RaaS™ Service by operation of law until actual payment has been made by the Customer, (ii) to invoice any collection costs, in particular bank charges, related to the rejection of a payment, (iii) to invoice late payment interest to RSight®, due by the sole fact of the expiry of the term, at the rate of 3 (three) times the legal interest rate, based on the amount of the debt not paid by the due date and a fixed indemnity of 40 (forty) euros for collection costs (iv) all of this without prejudice to any damages and the possible termination stipulated below.
Responsability
8.1. The liability of either party may only be incurred in the event of proven gross negligence. The parties expressly recognise that each will be released from all or part of its contractual liability if it provides proof that the non-performance or poor performance of the Contract is attributable to a third party or to a case of force majeure (see article 14.2 of the Contract). RSight® is only bound by an obligation of means to make the RaaS Service available under the conditions defined herein and is in no way bound by an obligation of result in the search for Talent.
8.2. RSight® and the Customer mutually agree that they can only be held liable for the consequences of direct damage and that compensation for indirect damage is excluded, including loss of profit, loss of chance, loss of opportunity, third party actions and damage to brand image.
The maximum amount of damages that RSight® and the Customer may be ordered to pay may not exceed the total amount invoiced and collected by RSight® over a contractual year.
8.3. RSight cannot be held responsible for :
-temporary difficulties or impossibilities in accessing the RaaS™ Service, particularly in the event of maintenance of the RSight® Solution;
-misuse of the RaaS™ Service by the Customer or User or failure to comply with the technical prerequisites, warnings and user documentation for the RaaS™ Service;
-the Talents identified by the RaaS™ Service or retained by the Customer are unsuitable for the Customer's needs, or the Talent refuses to join the Customer;
-any failure of the Internet network or means of communication. The Customer is aware of the complexity of global networks and the influx of Internet users at certain times of the day.
Confidentiality
Each of the parties undertakes not to disclose to any third party, without the prior written consent of the other party, the Confidential Information of the other party for the entire duration of the Contract and for five (5) years after the expiry or termination of the Contract for any reason whatsoever. The parties represent and warrant that they will ensure that their personnel and any sub-contractors involved in the performance of the Contract comply with this obligation. Confidential Information" includes all strategic, financial, technical and legal information, business secrets and, in general, all information relating to the activities of the party; know-how and data relating to the operation of the RaaS™ Service; Customer data is Confidential Information.
The following information shall not be considered Confidential Information:
-which are or fall into the public domain through no fault of the receiving party;
-which were known to the receiving party prior to their disclosure
-which are communicated to the receiving party by a third party without breach of an obligation of confidentiality and without any other fault ;
-which are developed independently by the receiving party, without any Confidential Information of the other party being used;
-the disclosure of which is required by law, regulation or court order to the extent strictly necessary.
Each party will take all reasonable precautions to protect the other party's Confidential Information, taking at least the same level of precautions as it uses to ensure the confidentiality of its own Confidential Information.
The Customer acknowledges and accepts that RSight® may use the Customer's anonymised data to train its systems and algorithms.
Evidentiary agreement
In the event of a dispute over the use of the RSight® Solution, the parties agree that the logging of the logs made by RSight's equipment during the use of the RSight® Solution will be deemed authentic and will constitute proof between the parties by application of article 1368 of the Civil Code.
Intellectual property
11.1 Intellectual property of the RSight® Solution.
RSight® holds the intellectual property rights to the RSight® Solution, including in particular the infrastructures, databases and content of all kinds, graphic interfaces, user interfaces, source code and object code, APIs, tree structure, algorithms including artificial intelligence systems, documentation, methods and models.
The Agreement does not transfer any ownership or proprietary rights of any kind to the Customer. RSight® grants a right of access and use of the RSight® Solution to the Customer and to Authorised Users. This license of use is non-exclusive, personal and non-transferable for the duration stipulated in the article "Duration" within the strict framework of the Contract.
RSight® warrants to the Customer that it has all the intellectual property rights necessary to enter into this agreement and, as such, that the RSight® Solution does not infringe the rights of third parties or constitute an infringement of a pre-existing work. RSight® actively care for the Customer against any infringement action that may be brought against it by any individual or legal entity claiming an intellectual property right relating to the RSight® Solution.
In this respect, RSight® undertakes to defend the Customer against any action for infringement of intellectual property rights based exclusively on infringement, and relating to the RSight® Solution, subject to :
-the Customer has given immediate written notice;
-that the alleged infringement is not due to the Customer or that the action is not the result of an infringement of these provisions by the Customer or a User.
RSight® shall have sole control over the manner in which the action is conducted and shall have full discretion to settle or pursue any proceedings of its choice. The Customer shall provide all necessary information, elements and assistance to RSight® to enable it to carry out its defence or to reach a settlement agreement.
11.2 Ownership of Customer data.
The Customer's data hosted in the RSight® Solution, and in particular the Recruitment Requests, are the full and complete property of the Customer. The Customer warrants that it has the necessary rights and authorisations to process the Customer's data and warrants RSight® as to the legality of the data and its use by the RSight® Solution.
The Customer shall indemnify and hold RSight® harmless from and against any and all damages, costs, expenses including the cost (fees and expenses) of its defence (RSight® having the choice of its defender), indemnities of any nature whatsoever that RSight may suffer as a result of a claim by a third party, including any competent administrative authority, due to a breach by the Customer of its obligations under the provisions of this clause.
11.3 Brands RSight®
RSight® owns the trademark RSight® (French trademark 4781476 and international trademark 1645463) and the distinctive sign RaaS™.
Personal data
12.1. The parties undertake, each insofar as it is concerned, to comply with all the legal and regulatory obligations incumbent on them in terms of the protection of personal data, in particular Law 78-17 of 6 January 1978 in its latest amended version known as the Loi Informatique et Libertés and Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 (together the "Applicable Regulations").
12.2. Three processing operations are identified under this Contract:
-Processing 1: Data processing for the purpose of managing the contractual relationship. Each party is responsible for this processing;
-Processing 2: Data processing for the purposes of performing the Contract and providing the RSight® Solution. As part of this processing, RSight® processes personal data in the name and on behalf of the Customer as a sub-contractor, while the Customer acts as the data controller within the meaning of the applicable Regulations.
-Processing 3: Processing of candidate and Talent data by RSight®. RSight® is responsible for this processing and the Customer is the Recipient.
The obligations and characteristics of the processing operations are described in the "Personal data" appendix to the Contract.
Termination for default
13.1 Termination for breach of an essential obligation.The Customer's essential obligations (the "Essential Obligations") are as follows:
-payment of the Tariff by the Customer as provided for in the Contract;
-the use of the RaaS™ Service in accordance with these terms and conditions and in particular the article entitled "Description of the RaaS™ Service" and the article entitled "Terms and Conditions of Use of the RSight® Solution";
-not to engage in any illegal or fraudulent activities or activities that infringe the rights or safety of third parties, public order or the laws and regulations in force;
-respect RSight®'s intellectual property rights as indicated in the "Intellectual Property" section.
In the event of a breach by the Customer of any of these Essential Obligations, RSight® may :
-suspend or cancel the Customer's access to the RaaS™ Service;
-inform any competent authority, cooperate with it and provide it with any information relevant to the investigation and prosecution of illegal or illicit activities;
-take any legal action.
These actions are without prejudice to any damages that RSight® may claim from the Customer.
13.2 Termination for breach of another obligation.
In the event of a breach of any obligation other than an Essential Obligation by one of the parties, the non-defaulting party shall send a registered letter with acknowledgement of receipt notifying the other party, specifying the breach or breaches identified and the associated contractual references.
The defaulting party must remedy the breaches within thirty (30) days of receipt of this registered letter. At the end of this thirty (30) day period, the parties shall meet to assess the situation and decide :
-Continuation of the Contract ;
-Termination of the Contract, without prejudice to any damages to which the non-defaulting party may be entitled.
13.3 Consequences.
From the date of termination of the Contract, the Customer and consequently the Users will no longer be able to access the RaaS™ Service. Any attempt to access and use the RSight® Solution at the end of the Contract will constitute illegitimate and wrongful access.
Miscellaneous
14.1. The Customer expressly authorises RSight® to include the Customer as one of its commercial references and to use the Customer's name and logo as such on RSight®'s official website, as well as in its marketing and commercial documents, unless the Customer gives written notice that it wishes to withdraw this authorisation.
14.2. The debtor of an obligation arising from the Contract will be excused if he can justify a case of force majeure as defined by article 1218 of the Civil Code and by case law. If the force majeure is of a temporary nature, performance will be suspended for the period during which performance of the obligation in question is thus prevented, this delay being excused. If the situation of force majeure or the excused delay continues beyond a period of thirty (30) days, either party may terminate it if it deems it appropriate, without indemnity or compensation to the other party.
14.3. The Customer may not transfer the Contract, either partially or in its entirety, with the exception of its subsidiaries, nor make the RaaS™ Service available to anyone else, even on a temporary basis, regardless of the legal transaction.
14.4 Any document provided by the Customer to RSight® such as, in particular, an expression of needs, a study, specifications, general conditions of purchase is, even if RSight® has responded to it, devoid of any contractual character and does not fall within the scope of the Contract.
14.5. RSight® may subcontract all or part of the Contract as it sees fit, provided that it remains responsible to the Customer for the proper performance of the Contract.
14.6 RSight® may modify this Agreement by notifying the Customer by any written means (and in particular by email). Changes to the Contract, and in particular changes to these General Terms and Conditions or changes to prices, may be made at any time. These changes will apply to the subscription of new RaaS™; RaaS™ already purchased will be governed by the Contract validated at the time of purchase of the RaaS™(s).
14.7 For any questions relating to these General Terms and Conditions, RSight® can be contacted at the following address: contact@rsight.com.
Settlement of disputes
The entire Contract is governed by French law.
IN THE EVENT OF ANY DISPUTE ARISING BETWEEN THE PARTIES CONCERNING THE VALIDITY, PERFORMANCE OR INTERPRETATION OF THE CONTRACT, THE PARTIES UNDERTAKE TO COOPERATE DILIGENTLY AND IN GOOD FAITH WITH A VIEW TO FINDING AN AMICABLE SOLUTION.
HOWEVER, IF NO AMICABLE AGREEMENT IS REACHED WITHIN ONE (1) MONTH OF RECEIPT OF A LETTER NOTIFYING THE OTHER PARTY OF THE EXISTENCE OF THE DISPUTE, THE PARTIES EXPRESSLY AGREE THAT THE PARIS COMMERCIAL COURT SHALL HAVE JURISDICTION TO HEAR THE MATTER, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES.
THE OBLIGATION TO RESPECT THE ABOVE TIME LIMIT DOES NOT APPLY TO EMERGENCY OR CONSERVATORY PROCEEDINGS, OR TO PROCEEDINGS IN CHAMBERS OR ON PETITION. FOR THESE PROCEDURES, THE PARIS COMMERCIAL COURT IS ALSO EXPRESSLY EMPOWERED.
APPENDIX: PERSONAL DATA
This Annex (hereinafter also referred to as the "DPA" for "Data Processing Agreement") forms an integral part of the contract (the "Contract") concluded between RSight and the Customer, and its purpose is to define the conditions under which RSight® carries out the personal data processing operations defined below.
Definitions
The terms "Personal Data", "Processing", "Data Controller", "Data Processor", "Data Breach" and "Data Subjects" have the meanings given to them in the Regulations.
Treatments
Three processing operations have been identified under this Contract:
-Processing 1: Data processing for the purpose of managing the contractual relationship. Each party is responsible for this processing;
-Processing 2: Data processing for the purposes of performing the Contract and providing the RSight® Solution. As part of this processing, RSight® processes Personal Data in the name and on behalf of the Customer as a Data Processor, while the Customer acts as the data controller within the meaning of the applicable Regulations.
-Processing 3: Processing of candidate and Talent data by RSight®. RSight® is responsible for this processing and the Customer is the Recipient.
Processing 1: Data processing for the purposes of managing the contractual relationship
Each party processes the Personal Data of the interlocutors of the other party in its capacity as Data Controller. This Processing is necessary for the proper performance of the Contract and only concerns the identification data (in particular surname, first name, email address, telephone number, company and role) of the contact persons. This data is kept for the time strictly necessary to manage the contractual relationship between the parties.
The parties' staff, their supervisory departments (auditors in particular) and their subcontractors may have access to the Personal Data collected.
This processing may give rise to the exercise by the parties' contact persons of their rights under the applicable Regulations, namely: (i) to obtain communication and, where appropriate, rectification or deletion of the data concerning them (ii) to request deletion or limitation of the processing (iii) to object to the processing on legitimate grounds (iv) to request portability of the data concerning them, in order to retrieve and retain them, and (v) to lodge a complaint with a competent supervisory authority.
Processing 2: Data processing for the purpose of providing the RSight® Solution
For this processing, RSight® acts as Data Processor and the Customer acts as Data Controller.
RSight's obligations to the Customer
RSight® undertakes to carry out the Processing under the following conditions:
-Persons concerned and Data: RSight® processes the personal Data of the Customer's personnel, as Users authorised by the Customer to use the RSight® Solution. The data processed is the surname, first name and email address of Users as well as connection logs.
-Purpose: RSight® undertakes to process Personal Data only for the purposes of opening a User account and accessing the RSight® Solution.
-Data security and confidentiality: RSight® undertakes to implement the appropriate technical and organisational measures to ensure the security, confidentiality and integrity of Personal Data, their backup and the restoration of their availability in the event of a physical or technical incident.
-Other Processors: RSight® is authorised to use the processors (the "Subsequent Processor") listed below to carry out specific processing activities. In the event of a change in the list of authorised Further Processors, RSight® shall give prior written notice to the Customer. It is RSight®'s responsibility to ensure that the Subsequent Sub-Contractor presents the same sufficient guarantees regarding the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the applicable Regulations. If the Subsequent Sub-Contractor fails to fulfil its data protection obligations, RSight® shall remain fully responsible to the Customer for the Subsequent Sub-Contractor's performance of its obligations.
-Transfer of Personal Data outside the European Union: RSight® is authorised to transfer Personal Data processed under the Contract to countries outside the European Union, subject to the implementation of appropriate safeguards as defined in Chapter V of the GDPR.
-Assistance and provision of information: RSight® undertakes to assist the Customer and to respond as quickly as possible to any request for information sent to it by the Customer, whether in connection with a request by the
Data Subjects to exercise their rights, an impact analysis, or a request from the data protection authorities or the
Customer's data protection officer.
-Notification of breaches of personal Data: RSight® undertakes to notify the Customer as soon as possible after becoming aware of any breach of personal Data relating to the processing operations covered by the Contract and to provide the Customer with all useful information and documentation relating to this breach within the time limits stipulated by the Regulations.
-Fate of data: RSight® undertakes to delete the Personal Data processed in the context of this Processing on expiry of the Contract.
-Re-use of data by RSight®: The Customer hereby authorises RSight® to process Personal Data collected as part of the RaaS Service (in particular connection and browsing data) for the purpose of improving the RaaS Service, and in particular to produce statistics on the way in which the RaaS Service is used by Users. In this context, RSight® will act as the data controller within the meaning of the applicable Regulations and, as such, undertakes to comply with the legal provisions on the protection of personal data.
Customer's obligations to RSight®
The Customer undertakes to :
-provide RSight® with the Personal Data necessary for the opening of User accounts, to the exclusion of any irrelevant, disproportionate or unnecessary data, and to the exclusion of any "special" data within the meaning of the applicable Regulations;
-to collect under its responsibility, in a lawful, fair and transparent manner, the Personal Data provided to RSight®, for the performance of the RaaS™ Service, and in particular, to ensure the legal basis of this collection and the information due to the Persons concerned;
-keep a register of data processed and, more generally, comply with the principles set out in the applicable regulations;
-ensure compliance with the obligations set out in the applicable Regulations beforehand and throughout the processing period.
Audit
RSight® shall make available to the Customer, at the latter's request, all information and documents necessary to demonstrate compliance with its obligations and to enable audits to be carried out.
The Customer thus has the possibility of carrying out audits once (1) a year and at its own expense in order to verify RSight's compliance with the obligations set out in this article. The Customer shall give RSight® at least thirty (30) days prior notice of the audit and shall give preference to a desk audit. RSight® reserves the right to refuse the identity of the auditor selected if it belongs to a competing company. The audit shall be carried out during RSight®'s working hours and in such a way as to cause the least possible disruption to its business. The audit shall not in any way prejudice (i) the technical and organisational security measures deployed by RSight®, (ii) the security and confidentiality of the data of RSight®'s other customers, or (iii) the proper functioning and organisation of RSight®'s production. The parties will agree in advance on the scope of the audit. The audit report will be sent to RSight® in order to allow RSight® to formulate any observations or remarks in writing, which will be appended to the final version of the audit report. Each audit report will be considered as confidential information.
Processing 3: Candidate and Talent data processing by RSight®.
RSight® collects, organises, stores, structures and cross-references the Personal Data of candidates whose CVs are accessible on recruitment sites or professional social networks with which RSight® has an agreement or authorisation.
RSight® only collects and processes data that is strictly necessary for the provision of the RaaS Service. The procedures for collecting and processing candidate data can be found in the Candidate Confidentiality Policy available at https://rsight.com/privacy-policy/. RSight is responsible for processing candidate and Talent data.
Once the Talent has been qualified via the RaaS™ Service, the Customer is the Recipient of the Talent's Personal Data required for the recruitment process, namely :
-A link to his professional profile;
-An interview report;
-Curriculum Vitae ;
-Contact details.
The Customer, as Recipient of the Talents' personal Data, undertakes to process such Data in accordance with the applicable Regulations and its internal rules, to process the Data solely for the purposes of recruitment, and to obtain
the necessary consent for processing directly from the Talent. RSight® cannot be held responsible for the compliance of the Processing of Personal Data carried out by the Customer on Talent data.
List of authorised sub-contractors
