Mainder Terms of Service

1. Parties

These Terms of Service ("Terms") are entered into between Genius for People S.L., NIF B44879849, registered office at C/ Badajoz 32, 08005 Barcelona, Spain ("Mainder"), and the legal entity that subscribes to the service ("Customer"). The Customer's authorised users ("Users") access the platform on the Customer's behalf and are bound by these Terms.

2. Service

Mainder is a B2B technology platform for managing personnel selection processes, including candidate sourcing, evaluation assistance, interview management and analytics. The Customer accesses the service through a web application and, where applicable, ancillary tools such as the Mainder Sourcer browser extension. The exact scope of features available depends on the Customer's subscription plan and any order form executed with Mainder.

3. Account, credentials

The Customer must register an account to access the service. The Customer is responsible for designating an administrator, managing User permissions, keeping credentials confidential and notifying Mainder without undue delay of any unauthorised access. Each User is identified by an individual account; sharing credentials is prohibited and may result in suspension.

4. Licence

Subject to compliance with these Terms and payment of applicable fees, Mainder grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the service during the subscription term, for the Customer's internal recruitment activities. All rights not expressly granted are reserved by Mainder.

5. Subscription, pricing, billing

Prices, scope and term are set out in the applicable order form or online sign-up. Fees are payable in advance for the subscription period agreed. Late payment may accrue interest at the legal rate and entitle Mainder to suspend access. Taxes are added where applicable. Mainder may review prices upon renewal with at least 30 days' prior notice.

6. Term, renewal, termination

The initial term is set out in the order form. Unless the order form provides otherwise, the subscription renews automatically for successive equivalent periods, unless either party gives written notice of non-renewal at least 30 days before the end of the current term. Either party may terminate for material breach not cured within 30 days of written notice. Upon termination, the Customer's access is revoked and Mainder will, upon written request received within 30 days of termination, return or delete Customer data as set out in the Data Processing Agreement (DPA).

7. Customer obligations

The Customer must (i) use the service in accordance with these Terms, the Acceptable Use Policy and applicable law, (ii) ensure its Users do the same, (iii) be solely responsible for the lawfulness, accuracy and completeness of data uploaded to the platform, including obtaining any required legal basis or consent under the GDPR, and (iv) cooperate reasonably with Mainder on integration, support and security matters.

8. Intellectual property

Mainder and its licensors retain all right, title and interest in and to the service, including the platform software, AI models, documentation, trademarks and any improvements thereof. The Customer retains all right, title and interest in the data it uploads or generates through the service ("Customer Data"). The Customer grants Mainder a worldwide, royalty-free, limited licence to host, process and display Customer Data solely as necessary to provide the service.

The Customer may provide Mainder with feedback, suggestions or ideas regarding the service ("Feedback"). Mainder may use Feedback without restriction or obligation, provided that no Customer Confidential Information or personal data is disclosed.

9. Confidentiality

Each party shall protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care. Confidential Information may be used only to perform under these Terms and disclosed only to representatives bound by equivalent confidentiality obligations. Obligations survive for three years after termination, except for trade secrets and personal data which remain protected for as long as required by law.

10. Personal data

To the extent Mainder processes personal data on behalf of the Customer, the Customer acts as Data Controller and Mainder as Data Processor under Article 28 GDPR. Such processing is governed by the Data Processing Agreement (DPA) executed between the parties, which prevails over these Terms in case of conflict on data protection matters. The Mainder Privacy Policy describes the processing in further detail, including subprocessors, retention, security and international transfers.

11. Limitation of liability

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, consequential, special or punitive damages, or for loss of profits, revenue, business opportunity, data or goodwill, arising out of or relating to these Terms. Each party's aggregate liability shall not exceed the fees paid or payable by the Customer to Mainder in the twelve months preceding the event giving rise to the claim. The limitations do not apply to gross negligence, wilful misconduct, breaches of confidentiality, indemnification obligations or liability that cannot be limited by law.

12. Warranties and disclaimers

Mainder warrants that the service will materially conform to the documentation in effect at the time of subscription and will be provided with reasonable skill and care. Save for the foregoing, and to the maximum extent permitted by law, the service is provided "as is", without any other express or implied warranties, including merchantability, fitness for a particular purpose, non-infringement, accuracy of AI recommendations or uninterrupted availability.

13. Indemnification

Mainder shall defend the Customer against any third-party claim alleging that the service, when used as authorised, infringes such third party's intellectual property rights, and indemnify the Customer for damages finally awarded by a court of competent jurisdiction or agreed in a settlement approved by Mainder. The Customer shall defend Mainder against claims arising from (i) Customer Data, (ii) the Customer's or its Users' violation of these Terms or applicable law, or (iii) misuse of the service.

14. Modifications

Mainder may modify these Terms from time to time. Material changes will be notified through the platform or by email with at least 30 days' prior notice. Continued use of the service after the effective date constitutes acceptance of the modified Terms. If the Customer does not agree, it may terminate the subscription before the effective date and obtain a pro-rata refund of any prepaid fees for the unused portion of the term.

15. Force majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, labour disputes, internet or utility outages or third-party service failures. The affected party shall notify the other promptly and resume performance as soon as reasonably possible.

16. Assignment

Neither party may assign these Terms without the prior written consent of the other, except that Mainder may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of its assets, upon notice to the Customer. Any prohibited assignment is null and void.

17. Notices

Notices to Mainder shall be sent to legal@mainder.ai. Notices to the Customer shall be sent to the address designated by the Customer in the order form or the administrator's account. Notices are deemed given upon receipt.

18. Governing law and jurisdiction

These Terms are governed by Spanish law. The parties submit to the exclusive jurisdiction of the Courts of Barcelona, Spain, unless otherwise required by imperative consumer-protection law where the Customer qualifies as a consumer.