Article 1 - Identification
The Company LLC Technologie (hereafter “Maki”), a French simplified joint stock company having its head office at 5, Rue d’Assas in Paris, 75006 and being registered at the Trade Register of the Chamber of Commerce of Paris under the number 899 882 989.
The Client is informed that the Personal Data Transfer Agreement between two independent Data Controller is deemed to be a part of this ToU.
Article 2 - Definition
For the need of this Agreement, the terms hereafter shall have the following meaning:
Account: refers to personal account(s) enabling the access to the Platform by an Administrator or a User for the purpose of using the Services.
Administrator: a Member of the Client’s Staff or a third part expressly authorized by the Client to access to the Solution and its Contents through an Administrator Account specific to him or her and who can, because of his or her position in the Client’s legal entity, create and personalize some tests and assessments, to manage candidates and their application and to administrate Employee’s Accounts of the Client.
Administrator Account: Account(s) enabling one or several Administrators to access to the Platform and to its Services.
Application: refers to the desktop application available on Windows and MacOS which enables Clients and Candidates to meet. The Application belongs to Maki.
Assessment: refers to tests, questionnaires, exercises, case study created by Maki, which Maki is the owner, and which is made available to the Client under a license granted for the term of the Agreement. Any Assessment is the property of Maki.
Candidate: refers to any individual using the Services on the Website for the purpose of a recruitment or in the frame of their evolution within the company.
Candidates Assessment Credits: refers to the number of Candidate for which the Client can request an Assessment. One Credit equals to an Assessment started by a candidate. Therefore, the Assessments only started by a Candidate but not finished are counted down from the Candidates Evaluation Credits. The Candidates Assessment Credit varies according to the Subscription chosen, they are indicated on the Upgrade Your Plan page in the product and are refilled every month for monthly subscriptions.
Client: refers to any individual or legal entity, wishing to hire new staff and/or assess the skills of their Candidates.
Client’s Content: refers to any Content, specifically the questions and exercises created by the Client, which the Client owns, which does not already exist in Maki’s Content on the day of its creation and that the Client add to Maki’s Content to create an Assessment in the frame of the Services offered by Maki. The Client’s Content remains the property of the Client.
Content: Data (including Personal Data), information, texts, images, photographies, audio content, video content, and any other content, document, and component, notwithstanding its format, provided by the Client or any other Administrator or User in the frame of the configuration of its Account and/or of the use of the Services provided to the Client by Maki. Are thus considered as Contents, without being limited to it, the information relating to assessments and tests. The Contents are Maki’s property.
Employee’s Account: Personal Account(s) enabling a Member of the Client’s Staff to access the Platform.
Platform: refers to the Website and the Desktop Application taken together.
Registration: refers to the process through which the Client register on the Platform. On this occasion, s.he will be required to fill in various information for identification ends ( pseudonym, password, name and surname, address and emails).
Registration Confirmation: refers to the confirmation of the Registration received in the email box of the Administrator who registered the Client on the Platform.
Service: refers to the performance consisting in helping Clients meet Candidates performed by Maki, via the Website.
User: refers to any person using the Platform. This term includes Candidates as well as the Client’s employees and Staff.
User Account: Personal Account(s) enabling User(s) to access the Platform.
Website: refers to Maki’s internet Website available at makipeople.com and enabling Clients to meet Candidates. Maki is the owner of the Website.
Article 3 - Object
The Service enables Clients and Candidates, who answered to online tests created on the basis of Maki’s Contents and chosen by the Clients according to their needs, to meet. If they wish so, Clients can create Assessment by adding Client’s Contents to Maki’s Contents.
The creation of Assessment is one of the Platform Service enabling the Clients to assess Candidates’ skills and personality for hiring purposes and to manage the skillset and talents of their companies in the frame of their development.
After having ascertained the adequacy of the services offered by Maki with its needs and constraints, the Client has decided to subscribe to the Services under the terms and conditions of the Agreement.
Article 4 - Access to the platform
The Platform access requires that the User has access to the Internet. The Platform works thanks to its Website and Application, which the Clients access from its device (tablet, PC, mobile phone). All the costs necessary to the equipment and to the Internet connection shall be borne by the User.
The User declares that he/she is aware of the characteristics and limits of the Internet described below:
- That data transfer through the Internet is only partly reliable and that no one can guarantee the proper functioning of the Internet;
- That Maki has taken significant measures to secure access to the Platform, but that data exchanged and published on the Internet may be subject to misuse, thus the communication of passwords, confidential codes, and more generally, any personal information is made by the User at his own risk;
- That the Internet is an open network and that the information transmitted by this means is not protected against the risks of hijacking, fraudulent, of malicious or unauthorized intrusion into the User's information system, of hacking, of unauthorized alteration or extraction of data, modifications, malicious alterations of software or files or contamination by computer viruses. That it is therefore up to him or her to take all appropriate measures to protect his or her own data and/or software stored on his or her servers from contamination by viruses as well as from attempts by third parties to intrude into his computer system via the access service.
Thus, and now fully aware of the Internet characteristics, the Client renounces to engage the responsibility of Maki regarding the facts and events above-mentioned. The Client acknowledge having been sufficiently informed of the computer requirements for accessing the Platform.
Article 5 - Registration
5.1 Client’s Information
The Client acknowledges having ascertained the adequacy of the Platform to its needs and having received all the information and advice needed to register on the Platform with full knowledge of the facts.
The Client is furthermore informed that in the frame its commercial promotion, Maki might disclose information on future products. The Client acknowledges the intentional and promotional nature of these statements and warrants that s.he has decided to subscribe to Maki’s Services on the basis of the functionalities and characteristics described on the day of the conclusion of the Agreement.
5.2 Trial Period and Subscription choice
Maki proposes several Service Offers which differs from one another according to the number of Administrator and Employees Accounts that the Client is allowed to create, to the scope of Maki’s Contents which is made available to the Client, to the number of Candidates Assessment Credits and the price of the performance.
In case the Client wish to beneficiate from a higher number of Administrator and Employees’ Accounts, of Candidates Assessment Credits and/or Maki Contents, s.he can subscribe to an Enterprise Subscription, for which the conditions herein described and the price can be negotiated with Maki.
5.3 Contract’s Term
The Agreement is entered into force as of the Inscription Confirmation and, if applicable, subject to the reception of the full payment of the first monthly payment due for the performance of the Services.
The Agreement is concluded for a variable period of one month or one year according to the Client’s choice.
The Subscriptions are automatically renewed for the same period, unless one of the Party gives a notice of termination no later than ten (10) days before the end of a monthly Subscription, or one (1) month before the end of an annual or biannual Subscription.
The notice of termination can be done directly online from the Billing tab of the Administrator Account.
The termination noticed sent by the Client in the condition of the Article 5.3 terminates the Agreement and the Parties’ obligations.
All Subscriptions may be terminated for misconduct, in particular in the event of non-compliance by the Client with the financial terms of the Agreement or of disloyal behavior, after a notice has been sent by email with acknowledgment of receipt and has remained without effect for a period of fifteen (15) days. No refund will be made in the event of termination for misconduct. The Client is further advised that Maki reserves the right to suspend or close an Account pursuant to the provisions of Article 5.4 in order to stop a disturbance, including but not limited to where Client’s conduct is unfair and/or may be detrimental to Maki's interests.
5.5 Account deletion and suspending
In the event of suspected fraudulent use of a Client’s Account, Maki reserves the right, without compensation or notice, to suspend or terminate the Client’s Account. Maki shall not be liable for any loss or damage arising from the Client’s breach of confidentiality obligations.
In the event of a breach of the obligations of these ToS, Maki reserves the right, without compensation and without notice, to suspend access to all or part of the Account until the cause of the suspension has ceased, or even to terminate the Account depending on the severity of the breach. The Client acknowledges that Maki shall not be liable to the Client or any third party for any consequences of the termination or suspension of the Account.
In any event, the Client acknowledges that the suspension or closure of one or more Accounts for fraud or breach of duty does not relieve Customer of its obligations under this Agreement, including the obligation to pay for its Subscription.
Article 6 - Service description
Maki offers the Client to create online Assessments in order to simplify its recruiting process and career administration.
The purpose of these online Assessments is to check the relevance of the Candidates profile on the basis of its needs described by the Client. They enable the Client to assess the personality of the Candidates, their motivation and their skills.
The Candidates can answer to the tests in three different ways.
- Either the Client provides Maki with the Applicant's email address in advance, by filling out the form provided for this purpose, and Maki then sends an email to the Candidate inviting him or her to register on the Platform and to answer the questionnaires. In which case, the Client warrants to Maki that the Data Subjects have been duly informed of the sharing of their email address with Maki, as a result of which the Client indemnifies Maki against any action raised by any Data Subjects, regulatory authority or third party and against any action based on the Data Protection Act or non-compliance with respect to commercial prospecting and personal data collection.
- Either the Client sends directly to Candidates a link inviting them to register on the Platform.
- Either the Candidate is already registered on the Platform for having answered to Maki’s questionnaires or to other Client’s Assessments.
According to the Candidate’s answer, Maki, establish an index in percentage allowing to assess the accuracy and relevance of the Candidates in regard of the need defined by the Client (hereafter “Score”). Assessments’ reports on the skills and motivation of the Candidate can be drafted to complete the Accuracy Index (hereafter “Reports”). This information taken together are referred to as the “Candidate Analysis”.
Article 7 - Property
7.1 Maki’s Property
Maki is and remains the owner of all the rights related to the Service made available to the Client or declares being in possession of all necessary rights, such as Licenses, to exploit them.
Thus, all the components composing the Services, whether in terms of their structure, appearance or content, including all of Maki's Content, the analyses carried out on Candidates' answers (including, for example, the Score and the Reports), databases, texts, graphic texts, images, whether animated or not, sounds, drawings, graphics, logos, names, brands, designations, tabs, functionalities, signs . ...) belong to Maki or are the subject of a license of intellectual property rights to its benefit. They are subject to the provisions of the French Intellectual Property Code and as such are protected against any unauthorized use by law or the Agreement.
These Terms of Sale shall not be construed as transferring any intellectual property rights of any kind on the component owned by Maki for the benefit of the Client. The systems, software, structures, infrastructures, databases and content of any kind (text, images, visuals, music, logos, trademarks, databases, etc.), including Maki’s Content, Accuracy Index and Reports, operated by Maki within the Platform are protected by all applicable intellectual property rights or database producers' rights.
The Client agrees to use the Services only in the frame of its business activities and in accordance with the license granted to it in Article 11 of the Agreement. As such, the Client agrees and acknowledges that s.he is not authorized to reuse the Contents on its own behalf after the term of the Agreement.
The Client warrants to Maki that Users and Staff Members will respect Maki's intellectual property rights.
7.2 Client’s Property
The Client is and remains the owner of all rights related to the Client’s Content.
The Client warrants to Maki that s.he owns all the works composing the Client’s Content or that they are subject to a licencing agreement to its benefit.
Unless otherwise agreed in writing, these ToS do not convey any intellectual property rights of any kind on the Client’s Content to Maki. The Client does, however, grant a license to Maki to use the Client’s Content for the duration of this Agreement in order to perform the Service hereunder.
7.3 Warranties and Indemnification
The Parties represent that they each benefit, without limitation or reservation, from all legal authorization and intellectual property rights granted on their respective Content within the framework of the Agreement and mutually guarantee each other in this respect
The Parties agree that Maki cannot be held responsible for the Content provided by the Client or for non-compliant use by the Client or its Staff of components of the Services protected by intellectual property rights.
The Customer undertakes to inform Maki without delay of the existence of a potential infringement of an intellectual property right by a component of the Services and to communicate without delay any information he is aware of on this subject.
Failure by the Client to comply with his obligations will entail the right for Maki to close the Client's account after a formal notice by email has remained ineffective for a period of fifteen (15) days, without payment of compensation or any damages. Maki reserves the right to take legal action against the Client.
The Customer agrees to indemnify Maki against any conviction that may be pronounced against him.
Article 8 - Invoice and payment conditions
The price for having an account on the Platform is indicated on Maki’s Website or on the purchase order sent by Maki to the Client. The Subscription is invoiced, at the Client’s choice, on a monthly basis or at the end of each new subscription period and is due in full on the day the invoice is received. Payment can be made by credit card or by direct debit.
Without prejudice to any damages, failure by the Client to pay a fee on its due date shall automatically entail:
- The application of a late payment interest equal to three times the legal interest rate, without prior notice and from the first day of delay to which are added the additional bank and management fees;
- The immediate suspension of the Services and access to the Platform without refund;
- A flat rate allowance for recovery costs, in the amount of 40 euros will be due, as of right and without prior notification by the Client in the event of late payment.
Maki will not apply any discount for payment before the date indicated on the invoice or within a period less than that mentioned in these ToS.
Article 9 - Liability
The Client acknowledges that Maki does not warrant the accuracy of its Services for any particular purpose and that the Client is solely liable for the suitability of the Service offered by Maki to its needs.
The Client is responsible for all login credentials, including usernames and passwords, for Administrator and Employee’s Accounts. Maki shall not be liable for any damages arising from the loss or willful or negligent disclosure of such confidential information.
Maki does not guarantee uninterrupted availability of the Platform and the Service. Maki will use its best efforts to provide the Service on a reliable and continuous basis but cannot guarantee that the Service or the Platform will be free of technical problems.
It is therefore the Client’s responsibility to take measures to prevent the potential temporary failure of Maki. Maki shall not be liable for any losses, including lost profits, resulting from the Client’s failure to take effective measures to ensure the continuity of the operation of the business in the event of temporary failure of the Platform.
The Client acknowledges that no one can guarantee the proper functioning of the Internet. Maki agrees to take all reasonable security measures to protect the Platform and to ensure a secured access to it. The Client agrees to notify Maki within twenty-four (24) hours of the discovery of a technical malfunction that prevents the Client from using the Platform. Maki does not warrant that the Platform will be free of defects or errors or that they can be corrected.
In general, Maki shall not be liable for any damages caused by force majeure, by the Client or by a third party, or for any indirect and/or unforeseeable damages (loss of business, loss of customers ...).
In the event that Maki is found to be liable, the amount of the compensation due shall not exceed the total amount paid by the Client in the twelve (12) months prior to the damage for which Maki is liable.
Article 10 - User license
10.1 User License on the Content of the Candidates Analyses
Maki agrees to grant to the Client a user License strictly personal, non-exclusive, non-assignable and non-transferable License for the duration of the Agreement to consult and use Maki’s Contents and the Candidates Analyses made available on the Platform solely for the purpose of (i) creating Assessments for Candidates who have a User Account (ii) optimizing its recruiting and career management processes.
10.2 User License on the Client’s Content
The Client agrees to grant to Maki a user License strictly personal and non-exclusive, for the term of the Agreement, to consult and use the Client’s Contents made available on the Platform in the frame of the actions required to provide the Services, including, but not limited to, the creation of Assessments and the needs linked to the Candidates Analyses.
10.3 Scope of the license to use the Solution
Maki grants a strictly personal, non-exclusive, non-assignable and non-transferable right to use the Solution. This license is granted as of the signature of the Agreement, for the entire Term of the Agreement, for the entire world and for the number of Accounts agreed upon by the Parties (it being specified that the number of Users and Administrators may change by a simple modification made through the settings of the Administrator Account).
The license is granted for the sole use of the Solution by the Client and the Administrators, for the sole needs and interests of the Client and for the sole purpose of developing the Client’s business, which includes making the Solution available to Users, where applicable. All rights not expressly granted by the Agreement shall remain the property of Maki, shall not be part of the licensed rights and shall be the sole property of Maki.
10.4 Client’s obligations pursuant to the User License
The Client shall refrain from engaging in or allowing a third party to carry out any act of unfair competition towards Maki and in particular, without being exhaustive, to:
- modify, create derivative works, disassemble, decompile, reverse engineer, reproduce, republish, download or copy all or part of the Services and their associated documentation (including data structures or similar components);
- access or use the Services in order to construct or provide support, directly or indirectly, for products or services competing with Maki;
- license, sell, transfer, assign, distribute, outsource, allow the use in time-sharing or service bureau, or otherwise commercially exploit or make the Services available, to a third party, other than expressly authorized under the terms of the Agreement.
- to carry out repeated extractions, total or partial, by temporary or permanent transfer, or to use by making available to the public, all or part in quantitative or qualitative terms of the Platform and other databases visible on the Platform, whether for commercial or other purposes;
- extract or use repeatedly or systematically all or part of the information visible on the Platform, when such an operation clearly exceeds normal and private use of the service offered by Maki;
- exploit, market or distribute any component of the Platform, in particular the information visible on the Platform and any other database;
- use software or manual processes to copy Maki's Website pages or to record or collect information on these pages without Maki's prior express written consent;
- use devices or software for the purpose of disrupting or attempting to disrupt the proper functioning of the Service offered by Maki; or implement actions that would impose a disproportionate load on its infrastructure.
Article 11 - Service evolution
11.1 Evolution of the Services
Maki reserves the right to freely develop the Services, in particular for legal or technological reasons at its sole discretion, to create new features or enhance existing features. Any changes to the Services already subscribed to by the Client shall apply to the Client without notice upon the date of their production and or communication by Maki.
The Client acknowledges that the Agreement is not conditioned by the provision of any new features and/or services in the future.
11.2 Evolution of the Prices
The Client acknowledges that Maki reserves the right to change all or part of the components of the Price of the Services during the contractual relationship, in particular due to changes in features.
In this case, the new pricing policy will be notified to the Client by all means and will apply to the Services provided from the calendar month following the notification. In the event of refusal of the new Services’ prices, the Customer remains free to terminate his Contract under the conditions described herein.
Article 12 - Personal data protection
In accordance with the provisions of law n°78-17 of January 6, 1978 known as the “Data Protection Act” and with European Regulation n°2016/679/EU on data protection known as “GDPR”, the personal data which are requested from Users are necessary for the proper functioning of the Platform and for the provision of the service offered by Maki.
For the purposes of this article, the terms “Data controller”, “Data processor”, “Data subjects”, “Personal data”, “Processing”, “process” and “appropriate technical and organizational measures” must be interpreted in accordance with to the aforementioned regulations.
The Parties recognize that within the framework of their contractual relationship:
- The Parties remain independent Data Controllers;
- Maki is the Data Controller of Personal Data collected in the context of the use of the Platform by its Users;
- The Client acts as an independent Data Controller for the Personal Data collected directly from its own Candidates;
- As such, Maki remains the sole owner of the database of information that Maki has collected, aggregated over time, and for which Maki has made significant financial, human and material investments. Therefore, the Client cannot under any circumstances claim to obtain access to this database or to the Personal Data contained therein and which have been collected, processed or obtained by Maki within the framework of its contractual relations with other Clients;
- In accordance with the applicable regulations, the obligations of the Parties under these ToS are detailed in a data transfer agreement between independent Data Controller (see Annex 1).
Article 13 - Obligation to cooperate
In general, each Party undertakes to perform the Agreement in good faith, in particular by cooperating with the other Party within the framework of the performance of the Services at its expense, for example by communicating to the other Party all the documents, information and indications necessary or requested under the conditions provided for in the Agreement.
Each Party undertakes to designate a main point of contact responsible for ensuring operational monitoring of the execution of the Agreement with the other Party. This interlocutor must be endowed with the experience, competence, authority and means necessary for the performance of his mission.
Article 14 - Miscellaneous
14.1 Invalid provision
No provision hereof shall be deemed to have been excluded, supplemented or modified by one of the Parties without a prior written act signed by the authorized officials of the Parties in the form of an addendum to these ToU, expressly deciding to exclude the application of a contractual clause, to supplement or modify it.
Client grants Maki the right to use their company name and logo as a reference for marketing or promotional purposes on its Website and in other public or private communications with its existing or potential Clients for the duration of the Contract, and subject to any instructions from the Client for the use of its trademark.
If you do not wish to be mentioned as a reference, you can let Maki know of it by sending an email at the following address: firstname.lastname@example.org
Article 15 - Applicable law
This Agreement is governed by French law. In the absence of an amicable agreement, any dispute will be submitted to the competent Courts under the conditions of French common law. If the User is a Professional, the competent Court will be the Paris Commercial Court.