General Terms and Conditions

1. Introduction 

These General Terms and Conditions ("Terms") apply to all services, subscriptions and products (collectively, "Services") purchased and subscribed to by the customer set forth on the Order Form ("Customer") from Wiggli SA, including but not limited to employer branding services, Software as a Service (SaaS) subscription service access to the Wiggli Platform, and any other services set out in the Order Form. These Terms are in addition to any specific agreements governing particular Services or products or subscriptions as further described in the Order Form. By purchasing and/or subscribing to the Services, the Customer agrees to be bound by these Terms, alongside any specific agreements that govern particular services or products or subscriptions as outlined in the Order Form (the “Contract”). These documents together form the comprehensive agreement between the Supplier and the Customer regarding the provision of Services. 

2. Non-exclusivity 

The Contract shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services or subscriptions which are similar to those provided under the Contract.

3. Definitions 

The following terms shall have the meanings ascribed to them below when used in this Contract, unless the context otherwise requires. Specific documents contain their own defined terms as applicable to the products and/or services or subscriptions comprising the Services. Any defined terms utilised in these Terms which are not defined in these Terms shall have the meaning given to them in the other documents constituting the Contract:

Business Day: 
A day other than Saturday, Sunday or public holiday in Belgium when banks in Brussels are open for business. 

Confidential Information: 
Shall include, but not be limited to, all information, whether written, oral, electronic or otherwise, that is provided or disclosed by either party ("Disclosing Party") to the other party ("Receiving Party"), which is designated as confidential or proprietary, or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, trade secrets, technology, information pertaining to business operations and strategies, and customer information, regardless of whether any of the foregoing is protected by copyright or other intellectual property laws.

Customer Data: 
The data input into the Platform by or on behalf of the Customer (such as by a candidate applying to the Customer via the Platform), Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Subscription Services or facilitating the Customer’s use of the Subscription Services, which may include personal data, and where Employer Branding Services are purchased, Creations and Customer Content (as described in the Employer Branding Terms and Conditions).

Normal Business Hours: 
9.00 am to 5.00 pm local time, Belgium, each Business Day.  

Fees: 
Means the sums due by the Customer for the Services as set out in an Order.

Intellectual Property Rights: 
Means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill and reputation or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Wiggli Platform or Platform: 
Means Wiggli’s proprietary software-as-a-service ecosystem provided by the Supplier and accessible at the addresses https://www.wiggli.io, https://intelligence.wiggli.io and https://www.wigglers.io, published by Wiggli. The elements of the Platform that the Customer has subscribed to are set out in the Order.

4. Customer Obligations 

The Customer shall: (a) provide the Supplier with: (i) all necessary co-operation in relation to the Contract; and (ii) all necessary access to such information as may be required by the Supplier, in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; (b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this Contract; (c) carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary; (d) ensure, where applicable, that the Authorised Users use the Services in accordance with the terms and conditions of the Contract and shall be responsible for any Authorised User’s breach of this Contract; (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under the Contract, including without limitation the Services, including in respect of any input of personal data into the Platform; (f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and (g) be, to the extent permitted by law and except as otherwise expressly provided in this Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the Internet. The term “Authorised Users” shall have the meaning set forth in the Wiggli Platform Terms attached hereto. 

5. Confidentiality 

The Receiving Party of Confidential Information agrees to: (a) maintain the confidentiality of the Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable standard of care; (b) use the Confidential Information solely for the purpose of fulfilling its obligations and exercising its rights under this agreement, (c) restrict access to the Confidential Information to those of its employees, consultants, or agents who have a need to know such information in connection with this Contract and who are bound by confidentiality obligations no less restrictive than those set forth herein; and (d) not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except as otherwise permitted herein. The obligations set forth herein shall not apply to any information that: i. Was publicly known prior to its disclosure or becomes publicly known through no fault of the Receiving Party; ii. Is received from a third party without breach of any obligation of confidentiality; iii. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or iv. Is required to be disclosed by law or by a regulatory authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

Upon the termination of the Contract, or at the Disclosing Party's request at any time, the Receiving Party shall promptly return all copies of Confidential Information received from the Disclosing Party or destroy all such information and certify in writing such destruction, except for one copy that may be retained solely for the purpose of determining the scope of the confidentiality obligations hereunder. The obligations of confidentiality set forth in the Contract shall survive the termination or expiration of this agreement for a period of five (5) years, except for trade secrets, for which confidentiality obligations shall survive indefinitely.

If the Customer breaches the confidentiality obligation, they must pay Wiggli a contractual penalty of EUR 20,000, excluding taxes. This does not affect any additional damages that Wiggli may claim. The penalty is due immediately upon detection of the breach and must be paid upon Wiggli’s first request.

The above provisions of this section 5 shall replace the provisions of any Non-Disclosure Agreement entered into between the parties prior to the Effective Date. 

6. Term and Termination 

6.1 The Contract shall enter into force on the Effective Date as identified in the Order for the duration of the Initial Term or Initial Subscription Term (as identified in the Order) and shall, subject to Section 9 – ‘Price Increases’ set forth below and unless otherwise terminated as provided in this section 6, be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:

(a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Term or Initial Subscription Term or any Renewal Period, in which case the non-renewed portion of the Services shall terminate upon the expiry of the applicable Initial Term, Initial Subscription Term or Renewal Period;
or
(b) otherwise terminated in accordance with the provisions of the Contract;

and the Initial Term (or Initial Subscription Term, as applicable)together with any subsequent Renewal Periods shall constitute the “Term”.

(c) If during the Term, the Customer terminates any portion of the Services for any reason other by invoking clause 6.2(b) due to the Supplier’s material breach (and such breach remaining unremedied for the purposes of clause 6.2(b)), the Customer shall promptly pay all unpaid Fees due through the end of the Term, and the Supplier will not provide any refunds of prepaid Fees or unused Fees.

6.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment; or

(b) the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so.

For the avoidance of doubt, the Customer’s failure to pay invoices on the due date shall be deemed a material breach of the Contract by the Customer.

6.3 On termination of the Contract or any portion thereof for any reason: 

(a) all licences granted under the Contract shall immediately terminate and the Customer shall immediately cease all use of the Services;

(b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; 

(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced; and

(d) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession within 30 days of termination of the agreement, unless the Supplier receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data (save in respect of the return of personal data contained within the Customer Data which shall be governed by the provisions of the Data Processing Schedule). The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all Fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data. As regards Customer Content specifically pursuant to the Employer Branding Services, should the Customer require the retrieval of Customer Content (reversibility process), such request will be accommodated by Wiggli, contingent upon the Customer's acceptance of an additional cost estimate provided by Wiggli for this service.

6.4 If Customer’s paid Services are terminated or expires, the Supplier will continue to make available to the Customer any Free Services unless the Supplier terminated the Contract under clause 6.2.  Customers and their Authorised Users will continue to be bound by the terms of the Contract for as long as they have access to the Services.

7. Disclaimer 

The Supplier does not warrant that: 

(a) there will be a specific outcome (i.e., there is no obligation of result);

(b) the Customer’s use of the Subscription Services will be uninterrupted or error-free; 

(c) the Services and/or the information obtained by the Customer through the Services will meet the Customer’s requirements or be fit for purpose; 

(d) the Subscription Services will be free from Vulnerabilities; and

(e) he is responsible for any delays, delivery failures, or any loss or damage resulting from the transfer of data (including Customer Data) over communication networks and facilities, including the internet, and acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 

For the avoidance of doubt, Free Services are made available as-is without warranties of any kind.

8. Liability 

The Supplier's liability under the Contract and any agreement for the provision of Services to the Customer shall be limited to direct damages proven by the Customer and shall not exceed the total amount paid by the Customer to the Supplier for the Services during the twelve (12) months preceding the event giving rise to the claim. The Supplier shall not be liable for any indirect, incidental, special, consequential, or punitive damages. The Supplier’s liability for Free Services is wholly excluded and where some jurisdictions do not permit whole exclusion, the Supplier’s liability in relation to any Free Services shall not exceed the total, aggregate amount of one hundred Euros (EUR 100).

9. Pricing, Payment, Non-Payment, and Late Payment

All prices are due in the currency stated on the Order and are exclusive of applicable sales tax (VAT) and any other applicable taxes. All pricing is based on the pricing band calculated by Wiggli for the Customer and displayed in the Order Form. Should Customer exceed the current pricing band during any Term, Wiggli shall be entitled to migrate the Customer to the next applicable pricing band in force, which shall apply on a pro-rata basis from the date on which the Customer exceeded the current pricing band. 

All Fees are due annually in advance on presentation of the invoice unless otherwise stated in the Order. Fees for Multiposting Services and AI Capabilities as described in the sections entitled “Multiposting Services” and “AI Capabilities” below are due and payable as per the terms of this section 9. 

In the event of late payment, the Customer shall be liable for late payment fees on the overdue amount at the rate of 8% per annum above the base rate of the European Central Bank, without prejudice to its right to seek full payment from Customer of all debt recovery fees incurred. In the event of late or non-payment by the Customer of any invoices due by it within the specified payment period, the Supplier reserves the right to (a) suspend the Customer's access to the Services; (b) in the case of Subscription Services, the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services; or (c) terminate the Contract without prejudice and with immediate effect. No refunds shall be accorded by Wiggli. For the avoidance of doubt, the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

Price increases: 

Any Services provided outside of the Initial Term or Initial Subscription Term (as applicable) described in this Order Form will revert to Wiggli’s standard subscription pricing based on Wiggli’s standard pricing and terms in force at the applicable date. Negotiated rates will not apply to any renewals unless approved in writing by the Supplier. The Customer agrees to pay for all Services as set out in the Order Form. 

Pricing bands: 

The Customer warrants that: (a) it shall provide information about the company size to Supplier which is likely to result in the Customer’s migration to a higher Wiggli pricing band at the rate in force at the applicable date, as soon as possible, and in any case within 5 Business Days of becoming aware. More generally, the Customer undertakes to supply such information on the Supplier’s written request at any time or times for the purposes of enabling the Supplier to verify the proper application of the Wiggli pricing bands; (b) it shall permit the Supplier or the Supplier’s designated auditor to audit the Services in order to establish the proper application of the Wiggli pricing bands as subscribed to in the Order, and the Supplier’s data processing facilities to audit compliance with this agreement; and (c) if any of the audits referred to in this clause reveal that the Customer has underpaid Fees to the Supplier given the actual Wiggli pricing band that the Customer should be migrated to, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier forthwith an amount equal to such underpayment as calculated in accordance with the prices of the next applicable Wiggli pricing band in force within 10 Business Days of the date of the relevant audit. Such prices will be applied in accordance with the pricing in force at the date on which such underpayment was brought to the Supplier’s attention, as available on the  Platform.

Multiposting Services: 

The Customer acknowledges that by subscribing to the Services provided by the Supplier, including the multiposting feature and use of the Wiggli API to this effect ("Multiposting Services"), which allows the Customer to post job advertisements directly through the Platform to various third-party job boards, the Customer is liable for any and all costs associated with such postings. These costs include, but are not limited to, the fees charged by third-party job boards for posting job advertisements ("Third-Party Posting Fees").  The Customer agrees to pay all invoices related to the Multiposting Services, including the Third-Party Posting Fees, within thirty (30) days of the invoice date. The Customer further acknowledges that any direct subscription to the Wiggli Platform for the purpose of utilizing the Multiposting Services mandates the acceptance of financial responsibility for the Third-Party Posting Fees incurred as a result of such use. The Supplier reserves the right to monitor the Customer’s use of the Multiposting Services to ensure compliance with the terms of this agreement and the proper billing of the Third-Party Posting Fees. 

AI Capabilities: 

Notwithstanding the foregoing, the Customer acknowledges that the AI Token Usage allocated as per the Order. The Customer agrees to monitor its AI Token Usage, as well as the usage by its Authorised Users, to ensure compliance with the volumes subscribed to under the Order. Should the Customer anticipate exceeding the allocated AI Token Usage, the Customer agrees to notify the Supplier before such excess occurs and the parties will negotiate the Customer’s purchase of additional AI Token Usage in good faith. If the Customer exceeds the allocated AI Token Usage without prior notification to the Supplier, the Supplier shall provide the Customer with reasonable notice of such excess usage (“Excess Usage Notice”). After issuing the Excess Usage Notice, and in the absence of the Customer purchasing additional AI Token Usage, the Supplier reserves the right to suspend the Customer's access to the AI Capabilities for the remainder of the Term or until the Customer purchases additional AI Token Usage. Access to the AI Capabilities shall be reinstated upon the Customer’s purchase of additional AI Token Usage at the rates then in force. The Supplier shall not be liable for any loss, damage, or inconvenience suffered by the Customer or any third party due to the suspension of access to the AI Capabilities under this clause.  The Customer agrees to pay all invoices related to all costs incurred by Wiggli in the event the AI Token Usage is exceeded, including the Third Party AI technology fees, within thirty (30) days of the invoice date.

10. Affiliates 

The Customer, for itself and for any Authorized Users, will not allow any Services to be used by any affiliates or associated companies, unless the Supplier has given its prior written consent to include such companies on the Customer’s purchased Services. Notwithstanding the foregoing, an affiliate of the Customer may separately purchase Services pursuant to this agreement by entering into an Order with the Supplier, and in each such case, all references in the Contract to the Customer will be deemed to refer to the applicable affiliate for purposes of that Order.

11. Additional Services 

11.1 The Customer may, at any time during the Term, purchase Additional Services (including any additional services, employer branding services, hosting storage, professional services or support or subscriptions or products as may be offered by Wiggli from time to time). The Customer may also purchase additional Subscription Services to the Platform including in excess of the number Wiggli pricing band it has subscribed to as set out in the Order and the Supplier shall grant access to the Subscription Services to such additional Subscription Services in accordance with the provisions of the Contract.

11.2 If the Customer wishes to purchase Additional Services, the Customer shall notify the Supplier in writing or via the Platform. The Supplier shall evaluate such request for additional Services and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where the Supplier approves the request in respect of Subscription Services, the Supplier shall activate the additional Subscription Services promptly following its approval of the Customer’s request.

11.3 If the Supplier approves the Customer’s request to purchase additional Services, the Customer shall, within 30 days of the date of the Supplier’s invoice, pay to the Supplier the relevant Fees for such additional Services at the rates in force at the time the additional Service(s) was or were approved by the Supplier, and, if such additional Services are purchased by the Customer part way through the Initial Term or any Renewal Period (as applicable), such Fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Term or Initial Subscription Term (as applicable) or then current Renewal Period (as applicable) or in accordance with the time and materials rates agreed in an Order for such Additional Services.

12. Force Majeure 

Neither party shall be liable for any failure to perform its obligations under the Contract if such failure is caused by a force majeure event (e.g., natural disasters, war, acts of terrorism, governmental actions, pandemics). The affected party shall notify the other of the force majeure event and shall use reasonable efforts to mitigate its effects. Customer’s inability to pay shall not constitute force majeure. 

However, provided that (1) the party wishing to invoke such a case of force majeure to justify a failure to perform or a suspension shall inform the other party promptly in writing, indicating its foreseeable duration and the period during which a suspension of performance is requested, (2) the parties will consult in good faith to consider amending the terms of the Contract to accommodate this suspension and any other changes (if any) desired by any of them as a result, and (3) if the parties do not reach an agreement in this context, either party shall be entitled to terminate the Contract, provided it informs the other in writing by registered mail with a request for acknowledgment of receipt. In the event of termination, no liability shall be incurred by one party to the other.

13. Applicable Law and Jurisdiction 

The Contract shall be governed by and construed in accordance with the laws of Belgium. Any disputes arising out of or in connection with these Terms or any such agreements shall be subject to the exclusive jurisdiction of the courts of Brussels, Belgium.

14. General

Privacy: 

The Supplier processes the Customer’s data, including personal data, only as necessary to provide, operate, secure and improve the Wiggli Platform and Services, as further described in its Privacy Policy available here: https://www.wiggli.io/privacy-policy/, https://intelligence.wiggli.io/privacy-policy/. The Customer’s data is not used to train or improve general-purpose or external AI models.
Notwithstanding the foregoing, certain AI Capabilities rely on third-party AI providers (including, without limitation, OpenAI, Anthropic or Google Gemini). Such list is subject to change as the Supplier updates or expands the AI Capabilities and may be communicated to the Customer upon written request.
Such third-party AI providers may process the Customer’s prompts and inputs to generate the outputs requested through the Wiggli Platform, and they do so in accordance with their own terms and privacy practices. 
By using the AI Capabilities, the Customer acknowledges and agrees that

• (i) the processing described above may be carried out by the relevant third-party AI providers;
• (ii) the Customer’s use of any third-party AI tool is governed solely by the applicable terms and conditions of such providers; and
• (iii) the Supplier is not responsible for, and shall have no liability in relation to, any processing of data undertaken by such third parties.

If the Customer has any questions regarding how such third-party providers process data, or regarding the terms applicable to their tools, the Customer should contact the relevant providers directly.

The Supplier may use aggregated or de-identified information that does not identify the Customer or any individual for legitimate analytical, service-improvement, or statistical purposes.

Entire Agreement: 

These Terms, the Order Form, and any specific agreements for particular Services detailed in the Order Form, make up the full agreement between the Customer and the Supplier. 

Modifications: 

Any changes to the Contract must be in writing and signed by both parties to be valid. Specific services such as Employer Branding and SaaS subscription services to the Wiggli Platform are governed by their respective agreements as detailed in the Order Form, which outline the scope, duration, and specific terms applicable to those Services. 

Marketing: 

Notwithstanding any contrary provision in this agreement, the Customer hereby grants to the Supplier the express right to use the Customer’s logo and related trademarks in marketing and sales materials.

Authority:  

Each party confirms that it has the necessary authority to enter into the Contract and fulfill its obligations. Notwithstanding the foregoing, a Customer is authorized to mandate a recruitment agency for the purpose of concluding in its name and on its own account a Contract with Wiggli, allowing the Customer to benefit from Wiggli's Services. In such a case, the agency must ensure that the end Customer is aware of the terms hereof, have all the necessary powers from the Customer, and Wiggli reserves the right to verify the reality of said powers with the Customer as well as to ask the Customer to conclude the Contract directly with it.

Electronic Signature: 

The parties accept electronic communication as a valid way to sign the Contract or modify the Order Form, including renewals. Each party agrees to receive electronic documents and accepts electronic signatures (information attached or logically associated with said document and made or adopted by the party with the intention of signing the document), including in multiple copies considered as valid substitutes for paper documents and handwritten signatures. The legal validity of the signature of the Contract cannot be contested on the grounds that it is in electronic form.

Assignment: 

Any rights or obligations of a party extend to its heirs, successors, assigns, beneficiaries, subsidiaries, affiliates, particularly in the event of a change of control, transfer of business assets, merger, absorption, contribution, or transfer. The Customer acknowledges and agrees that Wiggli is authorized to assign its rights and obligations arising from this Contract to any member of its group, following an internal restructuring, an asset sale, or any other similar operation, by sending a written notification to the Customer following the completion of said operation. The Customer may not assign or transfer all or part of its rights or obligations arising from this Contract without the prior written consent of Wiggli. In the event of an authorized assignment or transfer of this Contract, said assignee or transferee will be bound by the terms and conditions of this Contract and must comply with all obligations arising from it.

Severability and Non-Waiver: 

If any part of the Contract is void due to a law or final court decision, that part will be considered unwritten, but this will not nullify the Contract or affect the validity of the rest of its provisions. If one of the Parties does not demand the application of any of the stipulations of the Contract, this cannot be considered as a waiver by said Party of its rights under said stipulations.

Click-wrap: 

By clicking "I Agree" or “Purchase” or “Subscribe” or otherwise indicating acceptance, the Customer (for itself and any third party acting on its behalf) acknowledges that they have read, understood, and agree to be bound by the terms and conditions set forth in this Contract and any Order. The Customer further agrees that their acceptance constitutes a legally binding agreement between the Customer and Wiggli. The Customer acknowledges that their acceptance of this Contract through electronic means and shall have the same legal effect as if the Customer had physically signed a paper copy of this Contract. The Customer acknowledges and agrees that by accepting this Contract and Orders electronically, they consent to the use of electronic communications, electronic signatures, and electronic records in connection with this Contract. The Customer further acknowledges and agrees that all notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing. The Customer acknowledges and agrees that this click-wrap clause is an integral part of this Contract and that their acceptance of this Contract is a prerequisite to accessing and using and subscribing to any of the Services provided by Wiggli.

Notices: 

Save where otherwise set out in any Order, any notice required to be given under this Contract shall be in writing and shall be delivered by hand or sent by recorded delivery post with acknowledgment of receipt to the other party at its address set out in this Contract, or such other address as may have been notified by that party for such purposes, or sent by email address as set out in this Contract. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Normal Business Hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by a transmission receipt).

Hierarchy of Terms: 

14.1. Order Form: The Order Form shall govern in respect of any special provisions and the amount of Fees, products, services, and subscriptions purchased. In the event of any conflict between the Order Form and any other document, the Order Form shall prevail.

14.2. General Terms and Conditions: These General Terms and Conditions shall apply to all contractual documents and shall govern the overall relationship between the Parties. These terms shall prevail over any other document, except where explicitly overridden by the Order Form or the terms of Specific Documents.

14.3. Specific Documents:

14.3.1. Employer Branding Terms: The Employer Branding Terms shall apply in priority over any other document to the Employer Branding Services as described in the Order Form

14.3.2. Wiggli Platform Terms: The Wiggli Platform Terms shall apply in priority over any other document to the Customer’s use of the Wiggli Platform on a Software as a Service (SaaS) subscription basis as described in the Order Form.

14.3.3. Additional Terms: The Additional Terms shall apply in priority over any other document to any additional services, including consulting, third-party services, or professional services as described in the Order Form.

14.3.4. Data Processing Schedule (DPA): The Data Processing Schedule shall govern the roles and responsibilities regarding the processing of personal data.

14.3.5. Acceptable Use Policy (AUP): The Acceptable Use Policy shall govern the terms which need to be adhered to by Customers and their Authorized Users when using the Wiggli Platform and Subscription Services.

14.4. In the event of any conflict between the documents listed in clauses 14.3.1 to 14.3.5, the document which specifically governs the subject matter or Services in question shall take precedence.

Employer Branding Terms and Conditions

1. Definitions

The following definitions apply to the Contract:

Customer Content refers to all types of information (including texts, documents, images, graphics, comments, brands, company names, Job Offers, etc.) that the Customer provides to Wiggli. This information is used to create and promote the Customer's Company Profile through various means (such as newsletters or social media), in accordance with these Employer Branding Terms and Conditions.

Creations means all the content produced by Wiggli under these Employer Branding Terms and Conditions and creating Customer’s Company Profile, and in particular interviews with the Customer’s representatives/employees, photographs of the Customer’s offices/premises and/or teams, summaries and layouts of the Customer’s Company Profile page, produced in accordance with the brand guidelines and editorial line of the Wiggli Platform.

Employer Branding Services refer to all the employer branding services that Wiggli provides to the Customer, as detailed in the Order Form and described in these Employer Branding Terms and Conditions.

Job Offer means any advertisement published by the Customer for the purpose of filling a vacancy within its company and intended to appear on the Customer's Company Profile.

Individuals refers to any individual who is either a member of the Customer's team or is working on behalf of the Customer and who is chosen to appear in the Creations upon the Customer's request. This does not include professional actors.

Company Profile means the digital representation of the Customer's brand, culture, and employment opportunities on the Wiggli Platform, including but not limited to the Customer Content, Creations, Job Offers, and any other content provided by the Customer or created by Wiggli under these Employer Branding Terms and Conditions.

2. Description of Employer Branding Services

Wiggli offers the Customer the Employer Branding Services as described in the Order which may include the following:

2.1 The Basic Employer Branding Services

The Basic Employer Branding Services include in particular:

• the creation of Creations by Wiggli for the Customer, for the purpose of creating the Customer's Company Profile;
• the provision of an internet page on the Wiggli Platform presenting the Customer's Company Profile;
• where subscribed to in the Order Form, access to the Wiggli Platform offering a service for managing and disseminating Job Offers on the Customer's Company Profile, an optional service for managing applications received for a Job Offer proposed by the Customer (receipt, evaluation) and for managing and filing the history of applications, etc.

2.2 Additional Services

The Additional Services are optional. All Customers can benefit from them if purchased in the Order Form.

The Additional Services related to the Employer Branding Services may include, for example:

• the creation of a dedicated "careers site" for the Customer; 
• subtitling and translation services; and
• taking photographs and producing videos and adding any additional photographs, video material and additional interviews.

Wiggli’s Additional Services offerings may be amended, changed, cancelled or withdrawn by Wiggli in its discretion and at any time.

2.3 Wiggli Responsibilities in Providing Employer Branding Services

• Wiggli shall maintain regular communication with the Customer, providing updates on the progress of content creation and addressing any concerns or requests for changes in a timely manner.
• Wiggli shall conduct all activities in a professional manner, ensuring that all interactions with the Customer and their representatives are respectful and conducive to a positive working relationship.
• Wiggli shall perform the Services in accordance with all applicable laws and pursuant to the terms of the Contract.

3. Implementation of The Employer Branding Services

3.1 Preparatory phase of Creations developed by Wiggli:

• Conditions for filming videos, interviews to create Creations for the Customer's Company Profile:

Once the Order Form has been signed, Wiggli will contact the Customer as soon as possible to prepare the Customer Content and present the various stages of filming and indicate the elements to be prepared.

The parties jointly agree on the time, date and location of the filming under the conditions set out in the information leaflet drawn up in advance and provided by Wiggli to the Customer. If the Customer has any difficulty in complying with the shooting conditions set by Wiggli, the Customer must inform Wiggli in writing immediately upon receipt and, at the latest, at least ten (10) Business Days before the shooting. Failing this, the filming conditions set out in the information leaflet sent by Wiggli to the Customer will be deemed to have been accepted by the Customer.

• Postponement of shooting by the Customer:

Any request by the Customer to postpone filming must be communicated by email to their designated Wiggli Project Manager.

(i) if the postponement request is notified to Wiggli by e-mail at least ten (10) Business Days before the start of filming: In such a case, the filming will be rescheduled jointly by the parties, without the Customer owing any compensation to Wiggli (“Goodwill Postponement”). A Goodwill Postponement may only be made once per contractual year.

(ii) if the request for postponement is notified to Wiggli by e-mail less than ten (10) Business Days before the start of the shoot, or if the Customer has already made a request for a Goodwill Postponement in accordance with (i) above, the Customer shall pay Wiggli a flat-rate indemnity of 1000 (One Thousand) Euros exclusive of tax corresponding to a contribution to the costs incurred as a result of the postponed shoot. In such a case, the filming will be rescheduled jointly by the parties. Such a postponement may only occur once per contractual year.

• Cancellation of filming by the Customer:

Any cancellation of the shoot at the Customer's request less than 10 (ten) Business Days before the agreed date will oblige the Customer to pay Wiggli a flat-rate indemnity of 1000 (one thousand) Euros excluding VAT, corresponding to a contribution to the costs incurred as a result of the cancelled shoot.

• Postponement or cancellation of filming by Wiggli:

In the event that Wiggli postpones or cancels filming (in particular due to the sudden unavailability of all or part of its technical teams), it will inform the Customer as soon as possible and, in any event, before the date of filming. The Customer will be notified of any such postponement or cancellation by e-mail; in such a case, Wiggli undertakes to contact the Customer without delay and, in all cases, will endeavour to notify the Customer within 48 hours of the notification, proposing a new shooting date.

3.2 Placing the Customer Profile online:

• Transmission by the Customer to Wiggli of the required Customer Content: 

The Customer undertakes to transmit to Wiggli, by e-mail:

(i) all the information required to prepare and carry out the filming as soon as possible, and no later than fifteen (15) Business Days after the Order Form is signed;

(ii) all the Customer Content required to create its Company Profile, and in particular the on-boarding form provided by Wiggli and duly completed, within a maximum of seven (7) days prior to the date of shooting.

• Validation by the Customer of the Creations produced for its Company Profile and placing online:

On receipt of the aforementioned on-boarding form, duly completed by the Customer, Wiggli will send the Customer the Creations produced within thirty (30) Business Days, by any means it sees fit. In the event of late delivery of the Creations, Wiggli undertakes to inform the Customer without undue delay.

The Customer undertakes to validate its Company Profile and the Creations by sending an email to Wiggli and is invited to post a Job Offer on the Wiggli Platform within a maximum of 10 (ten) Business Days from receipt of the Creations.

In the event that the Customer wishes to request a change to its Company Profile, it must inform Wiggli in writing as soon as possible after receipt of the Creations (and no later than 5 Business Days after receipt of the Creations). Modifications will be made in accordance with the terms specified in section 3.3 of these Employer Branding Terms and Conditions.

3.3 Modifications to the Customer's Company Profile when the Profile goes online

The Customer acknowledges that Wiggli has sole discretion as to the editorial line of the Wiggli Platform, including the presentation of the Customer's Company Profile on the page dedicated to it.

Once the Creations are approved by the Customer, any requested changes to the images or the Wiggli Profile that are not due to technical errors by Wiggli (such as sound recording issues) must receive Wiggli's prior approval and may result in extra charges for the Customer. By way of example, any adaptations requested by the Customer concerning the appearance, dress, behaviour and speech of the Individuals interviewed do not constitute technical faults.

If a Creation becomes outdated (e.g., due to an Individual’s role change or departure), the Customer can notify Wiggli of this fact. The outdated Creation can be removed from the Wiggli Platform upon the Customer's request. Producing a new replacement Creation will require an additional video service, for which a cost estimate will be prepared. This will be governed by a separate Order Form.

3.4 Updating the Creations on renewal 

Upon renewing the Employer Branding Services for another Term, the Customer is entitled to update the Creations through a new shoot provided by Wiggli in accordance with Wiggli’s current terms and conditions (including pricing) applicable on the renewal date. 

In order to benefit from this update, the Customer must submit a written request to Wiggli within a maximum period of sixty (60) days prior to the expiry of the Initial Term and renewal of the Employer Branding Services. 

4. Image Rights

The Customer shall ensure that under no circumstances will it or Wiggli infringe or Wiggli the image of the Individuals photographed and/or filmed in the course of producing the Creations.

Prior to any photography or filming, the Customer shall:

• Inform the Individuals being photographed and/or filmed that they will be captured, and explaining the purposes of such image capture, especially the terms of public dissemination of their image;
• Personally obtain consent from the Individuals photographed and/or filmed for the capture and dissemination of their image in the context of the production of the Creations;
• Warrant to Wiggli that each of the Individuals photographed and/or filmed agrees (i) to participate in the shootings and photo sessions organized by Wiggli for the performance of the Contract, and (ii) to adhere to the specifications given by Wiggli or/and any third party of its choice during said shoots and photo sessions, and
• Inform and procure the Individuals to enter into waivers regarding use of their image rights for the purposes of the Services as Wiggli may request.
• More specifically, the Customer warrants that:
  • (i) it has obtained all appropriate and valid image release/assignments signed by all Individuals photographed and/or filmed, so that the Individual’s likeness, voice and image can be reproduced and used on all media in the context of the dissemination of the Creations and their promotion, particularly on the Company Profile, the Wiggli Platform, and Wiggli’s social networks, communications, and newsletters, and any magazine published by Wiggli.
  • (ii) it has retained all of the signed authorizations/assignments of image rights from the Individuals and shall provide to Wiggli, upon its first request, with a copy of any such authorization/assignment of image rights.
  • (iii) it will inform Wiggli at least two (2) days before the shoot or photo session of the identity of all Individuals who do not wish to be photographed and/or filmed on that occasion.

The Customer shall indemnify, defend and hold harmless Wiggli from and against any and all claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any breach by the Customer of this section 4 or any claim brought against Wiggli by any third party or Individual due to the Customer's actions or omissions.

The Customer represents and warrants that, no dispute, proceeding, or action is pending or threatened that could directly or indirectly impede Wiggli's creation, use or exploitation of the Creations, either in whole or in part.

Therefore, the Customer agrees to bear all costs and expenses (including, but not limited to, principal, late payment fees, penalties, legal fees, and other related costs) arising from or in connection with any disputes, claims, demands, proceedings, or actions brought against Wiggli, or judgments rendered against it, due to any breach by the Customer of Clause 5 of this Agreement or any claim brought against Wiggli by any third party or individual due to the Customer's actions or omissions. This indemnity survives the termination or expiration of the Contract and remains in effect as long as all claims, losses, damages, costs, or expenses arising from the Customer's breach of its obligations hereunder are not definitively settled.

5. Intellectual Property Related to Employer Branding Services

5.1 Customer Content

The Customer is and remains the holder of all Intellectual Property Rights to the Customer Content, which are distinct from the Creations.

However, the Customer hereby grants to Wiggli, which accepts, a non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, display and perform the Customer Content, including the right to sublicense such rights to third parties. This license specifically covers:

• The right to reproduce, fix, record, and copy all or part of the Customer Content, in all versions, by any technical processes known or unknown to date, or any media known or unknown, in all formats;
• The right to translate all or part of the Customer Content, into any languages, the right to modify, adapt in all formats, and compile the Customer Content, in whole or in part;
• The right to represent and exploit and use all or part of the Customer Content, by any technical means known or unknown to date, in any formats:
  • (i) for the purposes of executing the Employer Branding Services or Additional Services;
  • (ii) on the Wiggli Platform, and on Wiggli’s social networks;
  • (iii) in Wiggli’s communications and newsletters;
  • (iv) for communication purposes related to the Services provided by Wiggli; and
• The right for Wiggli to record, capture, and reproduce, free of charge, the image of the intended offices/premises for the purposes of filming and/or photographing. This can be done by Wiggli or any third party chosen by Wiggli. The process may involve any medium or method, known or unknown at present. The image may include the Customer's trademarks/logos, other references to the Customer, and all elements (like furniture, decor, lighting effects etc.) protected by Intellectual Property Rights.

This license is granted globally and will remain in effect for the entire duration of the Contract, of legal protection of the rights attached to the Customer Content, according to all applicable laws and international conventions on copyright and related rights, including any possible extensions that could be agreed upon.

The Customer represents and warrants to Wiggli that it has all necessary rights, title, and interest in and to the Customer Content, including any necessary permissions, rights, licenses, or consents required to grant the license herein, and that the Customer Content does not and will not infringe, violate, or misappropriate any third-party rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary rights. The Customer represents and warrants that they hold or have obtained the necessary authorizations for all rights, including copyrights, pertaining to the filmed and/or photographed offices/premises and any elements present therein. The Customer also indemnifies Wiggli against any third-party claims, actions, or proceedings related to these rights. This indemnity survives the termination or expiration of the Contract and remains in force as long as all claims, losses, damages, costs, or expenses arising from the Customer's breach of its obligations under these terms are not definitively settled.

The Customer represents and warrants that the Customer Content does not contain any material or other element belonging to a third party who has not expressly authorized this license. The Customer shall indemnify, defend, and hold harmless Wiggli against any and all actions, claims, demands, or liabilities whatsoever related to the Customer Content, by any third party. The Customer further represents and warrants that there is no dispute, proceeding, or procedure pending or threatened, that could directly or indirectly impair or jeopardize the Customer's rights in the Customer Content.

The Customer hereby agrees to bear all costs and expenses of any nature (including but not limited to capital, late payment fees, costs, fees, and attorney's fees) associated with any disputes, claims, demands, proceedings, procedures, or actions initiated against Wiggli, as well as any judgments that may be rendered against it, which are directly or indirectly related to the Customer Content. This indemnity shall survive the termination or expiration of the Contract and shall remain in full force and effect until all claims, losses, damages, costs, or expenses arising from the Customer's breach of its obligations under this Contract have been fully and finally settled.

The Customer commits, whenever necessary, to assist Wiggli and provide it with support to establish and protect the validity of any of the rights granted under these terms and undertakes to sign and deliver to Wiggli all documents that might be necessary or appropriate.

Wiggli hereby commits to:

• not use the Customer Content for purposes other than those specified herein;
• take all reasonable measures to prevent the misappropriation or fraudulent use of the Customer Content.

5.2 Creations

Unless specifically agreed upon in an Order Form or governed by a separate rights transfer agreement, all Intellectual Property Rights in and to the Creations (as defined in Section 1 of the Employer Branding Terms and Conditions), including but not limited to all designs, graphics, texts, images, and videos created or produced Wiggli or on its behalf in connection with the Services provided under this Contract, shall be owned by wholly and exclusively by Wiggli. For the avoidance of doubt, this ownership does not extend to Customer Content contained in the Creations as governed by Section 5.1 above, for which the Customer retains all rights, title, and interest, subject to the licence referred to in that section.

Wiggli hereby grants to the Customer a non-exclusive, fully paid-up, royalty-free license to use the Creations for the term of this Contract (and any extensions or renewals), subject to the following conditions:

(i) Wiggli's logo must be visibly affixed to all Creations used by the Customer;

(ii) Wiggli must be clearly indicated as the author of the Creations in any and all uses of the Creations by the Customer; and

(iii) The Customer shall not use the Creations in any manner that may bring Wiggli or its Creations into disrepute, or in any way compete with Wiggli and the Services it provides, including but not limited to the provision of such Creations or similar services through third parties.

This license is granted solely for the purpose of enabling the Customer to benefit from the Services as contemplated by this Contract and for no other purpose. Any use of the Creations by the Customer beyond the scope of this license without Wiggli's prior written consent shall be considered a breach of this Contract, subjecting the Customer to potential termination of the Contract and liability for infringement of Wiggli's Intellectual Property Rights. Any other use of the Creations by the Customer without respecting the terms of the licence referred to in this section 5.2, especially for commercial and/or advertising/promotional purposes, that has not been subject to a prior written agreement from Wiggli, is strictly prohibited and would constitute an infringement.

5.3 Logos

Customer's Logo: The Customer grants Wiggli a non-exclusive, royalty-free, worldwide license to use the Customer's logo, trademarks, and trade names (collectively, the "Customer Marks") for the sole purpose of performing the Services under this Contract and for Wiggli's marketing, promotional, and advertising purposes. This includes the right to display the Customer Marks on Wiggli's website, marketing materials, case studies, social media channels, and other promotional platforms.

Wiggli's Logo: Wiggli grants the Customer a non-exclusive, royalty-free, worldwide license to use Wiggli's logo, trademarks, and trade names (collectively, the "Wiggli Marks") for the sole purpose of performing the Services under this Agreement. This includes the right to display the Wiggli Marks on the Customer's website, marketing materials, social media channels, and other promotional platforms and to benefit from the licence granted by Wiggli to the Customer at section 5.2.

Both parties agree that they may use each other's names and refer to the Employer Branding Services performed under this Contract for commercial references, including but not limited to client lists, case studies, testimonials, and other marketing materials.

6. Liability - Employer Branding Specific Terms

The Supplier (shall not be held liable for the Customer's use of the Employer Branding Services and Additional Services, except to the extent that such liability is explicitly provided for by applicable law. The following limitations of liability are fundamental terms of this Contract, without which the Customer would not have entered into the Contract:

(i) Be subject to disputes arising from minor errors or omissions that may have occurred, notwithstanding all reasonable precautions taken in the delivery of the Employer Branding Services and Additional Services;

(ii) Result in the payment of damages to the Customer or any third party that exceed the total amount specified in the Order Form for the Employer Branding Services;

(iii) Include any consequential or indirect damages suffered by the Customer, including (but not limited to) loss of data, revenue, profit, customers, or damage to brand image or reputation;

(iv) Arise from the use of the Supplier's Services, Additional Services, or the relationship between the Customer and a candidate. The Customer acknowledges and accepts all responsibility and risks associated with the use of the Supplier's Services and Additional Services. The Supplier does not participate in the candidate selection process and does not act as a recruitment agency or headhunter.

The Customer recognises and accepts that the Supplier does not exercise control over:

• Customer Content imported via the Wiggli Platform (including their legality, suitability, accuracy, or timeliness),
• Opinions possibly expressed through published content that only commit their authors, or
• The ability or quality of individuals registered on the Wiggli Platform.

Subject to its obligations under the Wiggli Platform Terms and DPA (where applicable), the Supplier shall not be held liable for any Customer Content uploaded to the Wiggli Platform. The Customer bears sole responsibility for such content, with the Supplier serving merely as a technical host. The Supplier's role is limited to providing access to, and maintenance of, the Wiggli Platform, as well as hosting Customer Content. In accordance with data protection regulations, the Supplier may, with the Customer's consent, review content uploaded to the Wiggli Platform to identify any instances of inappropriate or offensive remarks, particularly those directed at a candidate or an employee.

Wiggli Platform Terms (SaaS Subscription and Access Agreement, the “agreement”)

AGREED TERMS

1.  Definitions  

AI Capability(ies): 
Means the artificial intelligence capabilities made available to the Customer as part of the Services subject to Customer’s purchase of AI Token Usage as set forth in the Order.

AI Token Usage: 
Means the number of credits purchased or subscribed to by Customer for an agreed volume of AI Capability tasks as set out in an Order.

Authorised Users: 
Those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Subscription Services or utilise the Customer’s instance of the Subscription Services, as further described in Clause 2. 

Order: 
Means an ordering document or an online order or selection or agreement by the Customer to subscribe and/or purchase services, including a trial or any Free Services concluded between the Customer and Wiggli setting out the subscriptions purchased by the Customer pursuant this agreement and calculated in accordance with the Customer’s company size based on the Wiggli pricing bands set out in the Order, which entitle Authorised Users to access and use the Subscription Services in accordance with this agreement. 

Free Services: 
Means services or other products, services or features beta, trial, proof of concept, and “sandbox” versions made available by the Supplier to the Customer on an unpaid trial or free basis.

Subscription Services: 
The services for access to, and use of, the Platform as subscribed to by the Customer in an applicable Order.

Subscription Term: 
Means the period of time for the Subscription Services identified in the applicable Order including each renewal term as further described in the General Terms and Conditions.  For Free Services, the Subscription Term will be the period during which the Customer has an account to access and/or use the Free Services.

Virus: 
Any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, leading to such data being compromised, including the reliability of any programme or data (whether by re-arranging, catering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. 

Vulnerability: 
A weakness in the computational logic (for example, code) found in software components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly. 

2. Access To The Subscription Services

2.1 Subject to full payment of all Fees, the terms of the Order, the restrictions set out in this section 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Subscription Services during the Subscription Term solely for the Customer’s internal business operations contracted in an Order. Wiggli may update the content, functionality, and user interface of the Subscription Services from time to time provided such update will not materially decrease the functionality of the Subscription Services during the applicable Subscription Term. The Customer agrees that its use and receipt of the Subscription Services and decision to enter into any Orders are not dependent on the delivery of future features or functionality. 

2.2 The Customer undertakes, for itself and its Authorised Users, that: 

(a) it is authorised to use the Subscription Services it has purchased in accordance with the Wiggli pricing bands applicable to the Customer’s company size at the time the Order was concluded; and 

(b) each Authorised User shall keep a secure password for use of the Subscription Services, which each Authorised User must keep confidential.

2.3 The Supplier may suspend, limit, or terminate any Free Services for any reason at any time without notice.

2.4 The Customer must  not and must procure Authorized Users do not access, store or distribute or transmit any Viruses, or any material during the course of its use of the Subscription Services that: 

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;  

(b) facilitates illegal activity; 

(c) depicts sexually explicit images; 

(d) promotes unlawful violence; 

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 

(f) is otherwise illegal or causes damage or injury to any person or property, and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to the Platform or any material that breaches the provisions of this clause 2.4.

2.5 The Customer must not and must procure that its Authorized Users do not: 

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: 

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform (as applicable) in any form or media or by any means; or 

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or

(b) access all or any part of the Subscription Services in order to build a product or service which competes with the Subscription Services; or 

(c) use the Subscription Services to provide services to third parties (unless approved in writing by the Supplier); or 

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services available to any third party except the Authorised Users, or 

(e)  attempt to obtain, or assist third parties in obtaining, access to the Subscription Services, other than as provided under this section 2.

2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.

3. Provision Of The Subscription Services

3.1 The Supplier shall, during the Subscription Term, provide access to the Subscription Services selected by the Customer in an Order to the Customer on a subscription basis subject to the terms of this agreement.

3.2 The Supplier shall use commercially reasonable endeavours to make the Subscription Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the estimated maintenance window of 19:00 - 20:00 CET; and

(b) unscheduled maintenance which renders the Platform inaccessible for more than two (2) hours. 

3.3 The Supplier will, as part of the Subscription Services, respond to support issues raised by the Customer in a timely manner in accordance with the Supplier’s Service Level Policy in effect at the time that the Subscription Services are provided. The Supplier may amend the Service Level Policy in its sole and absolute discretion from time to time. The Customer may, at the Supplier’s sole discretion, purchase enhanced support services separately at the Supplier’s then current rates or as set out in the applicable Order, when such enhanced support services are available. The Service Level Policy does not apply to Free Services.

4. Customer Data

4.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. 

4.2 The processing of personal data contained with the Customer Data by the Supplier as part of providing the Subscription Services shall be governed by the provisions of the Data Processing Schedule. 

4.3 The Supplier shall follow its archiving procedures and back-up procedures for the Customer, such procedures may be amended by the Supplier in its sole discretion from time to time. Save in respect of its obligations as processor of personal data as set out in the Data Processing Schedule, in the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with its archiving procedure in force from time to time. Save in respect of its obligations as processor of personal data as set out in the Data Processing Schedule, the Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party. Notwithstanding any contrary provision in this agreement, the Customer shall not use the Subscription Services as a data storage mechanism unless in order to benefit from the Subscription Services. Accordingly, any data storage available in the Platform is solely for the purpose of using the Subscription Services. Where data storage allocated to the Customer for Subscription Services, in the Supplier’s discretion, exceeds normal and acceptable use, the Supplier shall be entitled to suspend the Customer and its Authorised Users’ access to the Subscription Services until 

(i) the Customer carries out data minimization efforts to bring such levels to an acceptable level; or 

(ii) the Customer pays fees for additional storage and hosting as communicated to it by the Supplier as further described in this agreement. 

4.4 The Customer hereby grants to the Supplier a nonexclusive, worldwide, royalty-free, fully-paid, transferable license in perpetuity to host, cache, record, copy, display, commercially exploit and otherwise use the Customer Data for the purpose of 

(i) providing the Subscription Services; 

(ii) providing any professional services subject to a separate agreement; 

(iii) using the Customer Data in aggregate or anonymized form, in any way connected with its business;

(iv) marketing the Supplier’s services to third parties provided that the Supplier complies with relevant e-privacy and marketing laws; 

(v) commercially exploiting the Customer Data in aggregate or anonymized form, for other customers and third parties and for the purposes of Platform development and machine learning.

5. Third Party Providers

5.1 The Customer acknowledges that the Subscription Services may enable or assist it to access or use the website content or other content of third parties via third-party information and/or websites or third party applications or platforms (“Third Party Applications”) solely for the convenience of the Customer, and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third Party Applications, third-party information and/or website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website or with any third-party generally is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that where relevant, the Customer refers to the third party’s terms and conditions and privacy policy prior to using the relevant third-party information and/or website. The Supplier does not support, or otherwise guarantee the performance, reliability, or security of any Third-Party Applications, third-party information and/or website nor the content of any of the third-party information and/or website made available via the Subscription Services. The Customer acknowledges that any use of Third-Party Applications is at its own risk.

5.2 The Supplier may provide Application Programming Interfaces (“APIs”) to the Customer to facilitate integration with Customer’s Third-Party Applications. The Supplier provides these APIs solely for the convenience of the Customer and does not guarantee their functionality, performance, or suitability for any particular purpose. The Customer is solely responsible for ensuring the compatibility and compliance of the APIs with the Third-Party Applications. The Customer shall review and abide by the terms and conditions, privacy policies, and other policies of any Third-Party Applications accessed via the APIs.

5.3 The proper functioning of the APIs made available to Customer and integrations with Third Party Applications are subject to the availability of the Third Party Applications and the features and functionality they make available to the Supplier, which the Supplier does not control and may change without notice. The Supplier shall not be liable for any failure of the APIs to integrate with Third-Party Applications, including but not limited to instances where:

(a) the APIs fail to function as intended;

(b) the Third-Party Applications stop making some or all of its/their features or functionality available to the Supplier, or available to the Supplier on reasonable terms as determined by the Supplier in its sole discretion; or

(c) The Third-Party Applications withdraw or modify their services, rendering the APIs and integration with the Platform, ineffective. In such cases, the Supplier may discontinue access to those APIs, features or functionality and will not be liable to the Customer or any third party for any such change.

5.4 Without prejudice to clause 5.3 above, as regards AI Capabilities, the Customer:

(a) acknowledges that certain AI Capabilities provided by the Supplier may incorporate or rely upon technology, tools, or services developed by third party providers (“Third Party AI”). While the Supplier endeavors to utilize Third Party AI technology to enhance the functionality and performance of its Services, the Customer understands and agrees that the Supplier makes no guarantees or warranties of any kind, either express or implied, regarding the performance, reliability, or outcomes derived from the use of Third Party AI technology within the Services; 

(b) shall be solely responsible for independently evaluating the appropriateness and reliability of using Third Party AI technology within their use of the Services. The Customer warrants that their decision to utilize the Services that incorporate Third Party AI technology is based on its own judgment and that the Supplier is not responsible for any outcomes resulting from the Customer's reliance on such technology; 

(c) recognises and accepts that Third Party AI technology is continuously evolving and that Third Party AI providers may modify, suspend, or discontinue any aspects of its technology or services at any time. The Supplier does not guarantee the ongoing availability of any specific features or capabilities provided by Third Party AI providers and shall not be liable for any changes, discontinuation, or unavailability of Third Party AI technology that may affect the Services; 

(d) acknowledges that the effective use of the AI Capabilities, depends significantly on the quality of the inputs provided by the Customer and the skill with which users employ the Platform's generative AI prompts. Except where specific training services are separately agreed upon and contracted for, the Customer is solely responsible for training its Authorised Users in the proper use of the Wiggli Platform and for ensuring that the inputs provided do not lead to unlawful or unintended outcomes. The Supplier shall not be held liable for any unlawful or unsatisfactory results arising from the Customer's inputs into the Services. 

(e) acknowledges and agrees that it is solely responsible for ensuring the legality and appropriateness of all data and instructions provided to the Supplier; 

(f) agrees that it retains ultimate responsibility for reviewing, verifying, and quality-assuring the outputs generated by the Wiggli Platform. The Customer must decide whether to rely on such outputs based on its own judgment. The Supplier shall not be liable for the Customer's reliance on the Platform's outputs; and 

(g) where the Wiggli Platform includes content filters or built-in safety features, is solely responsible to ensure that these are properly activated and configured to meet the Customer's needs. The Supplier shall not be liable for any failure by the Customer to deploy or effectively utilize such features.

6. Supplier Obligations

6.1 Supplier Subscription Warranty. The Supplier warrants that: 

(i) the Subscription Services will be performed substantially in accordance with the terms of this agreement and with reasonable skill and care and in a manner consistent with generally accepted industry standards, and 

(ii) that the Supplier will not knowingly introduce any Viruses into the Subscription Services, save that this warranty will not apply to any Free Services. If the Subscription Services do not conform with the foregoing warranty, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the warranty set out in this Clause 6.1. 

6.2 Clause 6.1 shall not apply to the extent of any non-conformance which is caused by or based on 

(i) use of the Subscription Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents; or

(ii) combination of the Subscription Services with any hardware, software, equipment or data not provided by the Supplier or approved by the Supplier; or 

(iii) failure to use the Services in accordance with the Supplier’s specifications or instructions; or 

(iv) use of the Subscription Services in breach of or outside the scope of this agreement; or to any Free Services.

6.3 Certain features of the Services incorporate artificial intelligence systems. Where applicable, the Provider shall inform the Customer of the use and purpose of such systems, including where users interact with AI Capabilities.

7. Charges And Payment

7.1 If, at any time whilst using the Services and where applicable, the Customer exceeds the amount of storage space granted under the Subscription Services or Additional Services, including where the Customer has exceeded its subscribed Wiggli pricing band due to a change in company size, the Supplier, at its sole discretion, and within the limit of such storage space being available, shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage fees at the rate in force. 

8. Proprietary Rights

8.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Platform. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Subscription Services.

8.2 The Customer acknowledges that, the Intellectual Property Rights in the Platform are notably protected by international copyright laws as well as by any relevant national law concerning copyright, authors’ rights and database right laws. The Supplier expressly reserves all such rights. The Customer undertakes that it shall not: 

(a) systematically extract, reverse engineer, decompile and/or re-utilise all or any parts of the Platform; 

(b) use any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation any substantial or insubstantial parts of the Platform;  

(c) create and/or publish (either directly or indirectly) any other database that features substantial or insubstantial parts of the Platform; or 

(d) otherwise exploit the Supplier’s Intellectual Property Rights in or to the Platform or the Services in any way (unless for the sole purpose of receiving the Services and strictly pursuant to the terms of this agreement) without the Supplier’s prior written consent (which may be withheld for any reason).

8.3 The Supplier confirms that it has all the rights in relation to the Subscription Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

9. Limitation of Liability

9.1 Except as expressly and specifically provided in the agreement: 

(a) the Customer assumes sole responsibility for any results obtained from the use of the Services and/or the Platform by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services or AI Capabilities, or any actions taken by the Supplier at the Customer’s direction;

(b) the Supplier expressly disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. The Supplier does not warrant that the AI Capabilities, its servers, or the Platform are free of viruses or other harmful components; 

(c) the Services, AI Capabilities and Platform are provided to the Customer on an “as is” basis. The Customer acknowledges and agrees in particular that the AI Capabilities and any outputs or outcomes thereof, are provided by the Supplier on an "as is" and "as available" basis. The Supplier makes no representations or warranties of any kind, express or implied, as to the operation of the AI Capabilities or the information, content, materials or output included on or made available via or through the AI Capabilities. The Customer further acknowledges that outputs generated through the AI Capabilities are probabilistic in nature and and may not always be accurate, complete, or appropriate for specific use cases. The Customer remains solely responsible for any decisions, actions, or omissions undertaken in reliance on such outputs. The Provider disclaims all liability arising from the Customer’s use of or reliance on AI-generated outputs, except to the extent required by applicable law; and

(d) the Customer acknowledges that it is responsible for implementing sufficient procedures and checkpoints to satisfy its requirements for accuracy of data input and output.

9.2 Nothing in this agreement excludes the liability for the Supplier: (a) for death or personal injury caused by the Supplier’s negligence; or (b) for fraud or fraudulent misrepresentation. 

9.3 Subject to Clause 9.3:

(a) the Supplier shall not be liable in anyway whatsoever for any loss of profits, loss of business or business opportunity, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement;  and

(b) the Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement and any of the Order and the Data Protection Schedule shall be limited to the total Fees paid or payable for the Subscription Services during the 12 months immediately preceding the date on which the claim arose, provided however, this limitation will not apply to Free Services in respect of which the Supplier’s liability shall be fully excluded to the maximum extent permitted by law. If the Supplier is found to have any liability for Free Services, then the Supplier’s total, aggregate liability to the Customer, its affiliates and Authorised Users or any other third party will be limited to one hundred Euros.  

10. Effects of Termination

10.1 If a Customer’s paid Subscription Services are terminated or expire, the Supplier will continue to make available to the Customer any Free Services unless the Supplier terminated this agreement for Customer’s breach.  Customers and their Authorised Users will continue to be bound by the terms of this agreement for as long as they have access to the Platform.

Wiggli Platform Service Level Policy

Platform Availability

The Wiggli Platform will have an availability of at least 99% per calendar month as measured and recorded by Wiggli’s internal processes and based on AWS uptime, excluding reasonable, unscheduled and scheduled maintenance periods. Wiggli shall provide the Customer with as much prior notice as is reasonable possible via email, via our website or via the Wiggli Platform, before performing any scheduled maintenance which renders the Wiggli Platform inaccessible for greater than 3 Normal Business Hours. This Policy shall not apply to Free Services or to Wiggli’s publicly available website.

Response Times

Should the Customer raise a support issue with Wiggli, Wiggli shall respond in a timely manner in accordance with the standards set out in this Policy, which may be updated from time to time by Wiggli, at Wiggli’s sole discretion.

Issue Categorisation

An Issue shall mean a technical defect with Wiggli Platform that renders the Wiggli Platform partially or completely inoperable but does not include scheduled or planned maintenance.

Issues are categorized as follows:

• Category 1 (C1): An Issue that renders the Wiggli Platform
  • (i) completely non-functional; or
  • (ii) all of the Customer’s Authorised Users are unable log in to the Wiggli Platform after repeated attempts.
• Category 2 (C2): An Issue that results in part of the Wiggli Platform becoming inaccessible. 
• Category 3 (C3): An Issue in one or more of the Wiggli Platform’s features.

Response Times Based on Issue Category

Upon discovering an Issue, the Customer shall notify Wiggli via email to support@Wiggli.io and provide a detailed description of the Issue (“Issue Notice”).

	Category 1	Category 2	Category 3
Wiggli’s Initial Response to Defect Notice to take place by email*	Within 24 hours after receipt of Issue Notice	Within 36 hours after receipt of Issue Notice	Within 72 hours after receipt of Issue Notice
Resolution Period*	Within 48 hours after receipt of Issue Notice	Within 96 hours after receipt of Issue Notice	Within 120 hours after receipt of Issue Notice

*Wiggli’s Response and Resolution times are specified in hours, provided that the expiration of the Response or Resolution period does not fall on a weekend or bank holiday in Belgium (“Working Day”), in which case the expiration of the relevant response period will occur at 12 pm CET-time on the next Working Day. 

Any status updates regarding an Issue resolution shall be provided by Wiggli via email or, if necessary, telephone call or video conference.

General Inquiry Response Times

The Customer shall send inquiries about the features and functions of the Platform by email to: support@Wiggli.io. Wiggli shall use all commercially reasonable efforts to respond to any general queries within one Business Day.

Data Processing Schedule (DPA)

1. Definitions

Applicable Privacy Laws: any applicable privacy, e-privacy or data protection laws, including without limitation, any European Union legislation relating to Protected Data including the United Kingdom’s Data Protection Act 2018 as amended, the Belgian Data Protection Act as amended, the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and as retained in United Kingdom Law (“UK GDPR”) and any other national implementing legislation, and only to the extent applicable to a party, a Data Subject, the Protected Data or the processing and the Services contemplated under the Contract.

For the purposes of this Data Processing Schedule, the following terms: “Controller”, “Data Subject”, “International Organisation”, “Personal Data”, “Personal Data Breach”, “processing”, “Processor” and “Joint-Controller”, shall have the meanings given to them at Article 4 of the GDPR. The following terms shall have the meanings:

• Protected Data: means Personal Data received from or on behalf of Customer as submitted in the Platform under the Contract in respect of which Wiggli is a Processor; and
  
  
• Sub-Processor: means any agent, subcontractor or other third party (excluding its employees) engaged by Wiggli for carrying out any processing activities on behalf of Customer in respect of the Protected Data.
  

Any other capitalised terms in this Data Processing Schedule (the “Schedule”) shall have the meanings set out in the relevant contract documents (the “Contract”).

2. Compliance with Applicable Privacy Laws. 

The parties agree that save where expressly stated, Customer is a Controller and Wiggli is a Processor for the purposes of processing Protected Data pursuant to the Contract. Customer shall at all times comply with all Applicable Privacy Laws in connection with the processing of Protected Data. Customer shall ensure all instructions given by it to Wiggli in respect of Protected Data (including the terms of this DPA) shall at all times be in accordance with Applicable Privacy Laws. Customer warrants that it has put in place all applicable notices regarding data processing and the transfer of Protected Data to Wiggli under the Contract, and that where applicable, it has obtained valid consent from the relevant Data Subjects. Nothing in this DPA relieves either party of any responsibilities or liabilities under the Applicable Privacy Laws.

3. Wiggli’s compliance with Applicable Privacy Laws. 

(a) Wiggli as a Processor. 

Wiggli shall process Protected Data in compliance with the obligations placed on it as a Processor under Applicable Privacy Laws and the terms of this DPA. 

(b) Wiggli as a Controller. 

Where Wiggli processes Personal Data of, or provided by, Customer for the purposes of providing Wiggli’s business and services (including for Customer and account management, the provision of support services and any related marketing activities as well as provision of access to the Wiggli staffing marketplace or where Data Subjects create accounts with Wiggli), Wiggli is acting as an independent Controller of such Personal Data which will be processed at all times pursuant to Wiggli’s Privacy Policy (as amended from time to time and as available via the link set out in Part A of this DPA). In such cases, the parties acknowledge and agree that Wiggli and Customer act as independent Controllers in respect of their respective processing of such Personal Data.

4. Instructions. 

Wiggli shall only process (and shall ensure that it’s personnel and Sub-Processors only process) the Protected Data in accordance with Customer’s instructions set out at Part A of this DPA and the terms of this DPA, except to the extent: 

(i) that alternative processing instructions are agreed between the parties in writing; or 

(ii) as otherwise required by applicable law (and Wiggli shall inform Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). If Wiggli believes that any instruction received by it from Customer is likely to infringe the Applicable Privacy Laws it shall be entitled to cease to provide the relevant Services under the Contract until the parties have agreed appropriate, amended instructions which are not infringing. 

5. Security. 

To protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access, Wiggli shall implement and maintain the technical and organisational measures in accordance with Wiggli’s security commitment set out in Part B of this DPA. 

6. Sub-processing. 

(a) Wiggli shall maintain and make available a list of its authorised Sub-Processors which may be updated by Wiggli in its discretion from time to time. The current list of Sub-Processors is set out at Part A of this DPA. Such Sub-processor lists shall include the identities of those Sub-processors and their country of location. Customer may reasonably object to Wiggli’s appointment of new or replacement of a Sub-Processor by notifying Wiggli promptly in writing, and in any case, within ten (10) business days after receipt of Wiggli’s notification. Past this timeframe, Customer shall be deemed to have accepted any such new or replacement Sub-Processors. If Customer wishes to object, it shall provide in its notification to Wiggli the reasonable grounds for the objection, which must relate to compliance with Applicable Privacy Laws. 

(b) In the event Customer reasonably objects to the replacement or use of a new Sub-Processor, as permitted in section 6(a), Wiggli will use commercially reasonable efforts to make available to Customer a change in the Wiggli Services or recommend a commercially reasonable change to Customer’s configuration or use of the Wiggli Services to avoid processing of Protected Data by the objected-to replacement or new Sub-Processor. If Wiggli does not, or is unable to make available, such change within a reasonable period of time Customer may terminate the applicable part of the Services which cannot be provided by Wiggli without the use of the objected-to replacement or new Sub-Processor, upon providing no less than thirty (30) business days written notice to Wiggli. Such termination will be for Customer’s convenience and shall not be for breach by Wiggli. Customer’s termination under this Section 6(b) will not relieve Customer of its payment obligations under the Contract. 

(c) Prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, Wiggli shall ensure that each Sub-Processor is bound by a written contract containing materially similar obligations as those set out under this DPA. Wiggli shall: 

• (i) remain fully liable to Customer under this DPA for all the acts and omissions of each Sub-Processor as if they were committed by Wiggli (but not to a greater extent than that); and 
  
  
• (ii) ensure that all persons authorised by Wiggli (including Wiggli’s personnel) or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential. 

7. Assistance. 

Wiggli shall (at Customer’s cost) assist Customer in ensuring compliance with Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under the Applicable Privacy Laws) taking into account the nature of the processing and the information available to Wiggli. Wiggli shall (at Customer’s cost) taking into account the nature of the processing, assist Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under Applicable Privacy Laws) in respect of any Protected Data. 

8. International transfers. 

Wiggli shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside  the United Kingdom or European Economic Area or to any International Organisation without the prior written authorisation of Customer, unless  Wiggli has implemented one of the safeguards set out in Chapter V (Articles 44-50) of the GDPR (including use of the Standard Contractual Clauses and the UK Addendum where applicable) prior to such processing/transfer where required by Applicable Privacy Laws.

9. Audits and processing. 

Wiggli shall, in accordance with Applicable Privacy Laws, make available to Customer such information that is in its possession or control as is necessary to demonstrate Wiggli’s compliance with the obligations placed on it under this DPA and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Applicable Privacy Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by Customer (or another auditor mandated by Customer) for this purpose (subject to a maximum of one audit request in any 12 month period, and provided that such audit is conducted on reasonable notice, during normal business hours in Belgium,  and results in minimal disruption to Wiggli’s business, except where the audit relates to or follows a Personal Data Breach).  

10. Personal Data Breach. 

Wiggli shall notify Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.  

11. Deletion/Return. 

Upon termination of provision of the services under the Contract relating to the processing of Protected Data due to (i) Customer’s written notice of termination or (ii) the occurrence of an event of automatic termination under the terms and conditions governing the services, whichever is sooner, at Customer’s cost and Customer’s option, Wiggli shall either return all of the Protected Data to Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Wiggli to store such Protected Data. If Customer does not exercise its return option under this Section 11 within thirty (30) calendar days following termination or expiry of the Agreement for whatever reason, Wiggli shall have no obligation to keep any Protected Data and will proceed to automatic deletion of such Protected Data. The deletion/return requirement shall not apply to Wiggli to the extent that: (a) Wiggli is the Controller of any Personal Data (in such case, such Personal Data shall be retained in accordance with Wiggli’s Privacy Policy); (b) any Protected Data  has been anonymised   or aggregated so that Data Subjects or Customer cannot be personally and individually identified (“Aggregated Data”). Such Aggregated Data is not Personal Data for the purposes of Applicable Privacy  Laws and Customer expressly acknowledges that Wiggli may process such Aggregated Data as it sees fit, including for its own business and product improvement.  

12. Liability.  

When acting as separate Controllers (or where the parties are deemed to be Joint Controllers) of any Protected Data or any Personal Data hereunder, each party shall only be liable for its own breach of the Applicable Privacy Laws or of this DPA and shall not be jointly and/or severally liable with the other party for the other party’s breach. Accordingly, each party (“Party A”) agrees to hold harmless and to indemnify the other party (“Party B”) for any losses incurred by Party B due to the breach of the Applicable Privacy Laws by Party A arising out of or in connection with a party’s processing activity of Personal Data or Protected Data.  In all cases, whether acting as Processor, Controller or Joint Controller, Wiggli’s liability arising out of or in connection with this DPA and Applicable Privacy Laws shall not exceed the cap on its liability as set forth in the General Terms and Conditions.

Part A: Processing Activities

Processing of the Protected Data by Wiggli under this DPA and the Contract, shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part A.

Subject-matter of processing:

To enable Wiggli to provide the Services and perform its obligations under the Contract.

Duration of the processing:

(i) For the duration of the Contract, and as long as Wiggli has Protected Data in its possession, and in respect of Personal Data 

(ii) pursuant to the Wiggli Privacy Policy available via www.wiggli.io and intelligence.wiggli.io. 

Nature and purpose of the processing:

To enable Wiggli to provide the Services to Customer pursuant to the terms of the Contract.

Type of Personal Data:

First Name, Surname, Photo, Address, Email Address, Phone Number, Gender, Nationality, Date and Place of Birth, Job Title.

Categories of Data Subjects:

Ordinary Data Subjects (the Services provided by Wiggli are not intended for vulnerable adults or children), including Customer’s Data Subjects, employees, contractors, freelancers, applicants and candidates.

Authorised Sub-Processors: 

• AWS (Amazon Web Services):
  • Location: Worldwide
  • Services: Cloud computing

• MongoDB Atlas:
  • Location: Cloud-based (globally distributed)
  • Services: Fully-managed cloud database service for MongoDB

• OpenAI:
  • Location: Cloud-based (globally distributed)
  • Services: API for advanced language AI models, for data extraction and processing

• Vercel:
  • Location: Cloud-based (globally distributed)
  • Services: Cloud platform

• Mailchimp:
  • Location: Worldwide
  • Services: Email marketing platform

• Imgix:
  • Location: Cloud-based (globally distributed)
  • Services: Real-time image processing and content delivery network (CDN)

• GitHub:
  • Location: Cloud-based (globally distributed)
  • Services: Web-based hosting service for version control and collaborative development o software projects

• Nylas:
  • Location: Cloud-based (globally distributed)
  • Services: API for email, calendar, and contact management

Part B: Minimum technical and organisational security measures

In accordance with Applicable Privacy Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this Contract, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, Wiggli shall implement appropriate technical and organisational security measures appropriate to the risk, including, as appropriate, those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR, including:

• User authentication mechanisms
• Role-based access controls
• Automatic session timeouts and account lockouts
• Data encryption in transit
• Data encryption at rest
• Key management practices
• Firewalls and network segmentation (WAF, cloudfront, etc.)
• Secure configuration of network devices (AWS Cloud: VPC, etc.)
• Surveillance and monitoring
• Patch management and vulnerability management processes
• Secure software development life cycle
• Incident response and disaster recovery plans
• Background checks and security awareness for employees
• Confidentiality agreements and data handling policies
• Audit logging and log management processes
• Security event monitoring and incident response procedures
• Due diligence and security assessments of vendors and subprocessors
• Contractual obligations and security requirements for third parties.

Part C: International Transfers

Customer acknowledges that Wiggli and its affiliates may appoint Sub-Processors established outside of the EEA, the UK and Switzerland (collectively, “European Countries”). Accordingly, Wiggli shall ensure that any “restricted transfers” of Protected Data to Sub-Processors established outside of European Countries will only take place as set forth in this DPA.

EU Standard Contractual Clauses  

• (a) Subject to Section 8 of this DPA, where Customer transfers Protected Data to Wiggli. and the mechanisms referenced in Section 8(i), (ii), or (iii) of this DPA do not apply, the parties shall comply with the Standard Contractual Clauses for the transfer of Personal Data to third countries as approved by the European Commission’s Implementing Decision (EU) 2021/914 of 4 June 2021 (“EU SCCs”) which, in the event that other data transfer mechanisms do not apply, shall be entered into and incorporated into this DPA by this reference and completed as follows:
  
  
  • (i) For the purposes of the EU SCCs, (1) Customer is the data exporter and Wiggli is the data importer, (2) references to “personal data” shall be interpreted to mean “Protected Data”, as that term is defined in this DPA.
    
    
  • (ii) Module 2 (Controller to Processor) will apply where Customer is a Controller of Protected Data and Wiggli is a Processor of Protected Data. 
    
    
  • (iii) Nothing in the interpretations in this DPA is intended to conflict with either Party’s rights or responsibilities under the EU SCCs and, in the event of any such conflict, the EU SCCs shall prevail.
    
    
• (b) For Module 2, where applicable:
  
  
  • (i)  Docking Clause. In Clause 7, the optional docking clause will apply.
    
    
  • (ii) Certification of Deletion. The parties agree that the certification of deletion of Protected Data that is described in Clause 8.5 and Clause 16(d) of the EU SCCs shall be provided by Wiggli to Customer only upon Customer's written request.
    
    
  • (iii) Data Security. For the purposes of Clause 8.6, Personal Data Breaches will be handled in accordance with Section 10 of this DPA.
    
    
  • (vi) Audits. The parties agree that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with Section 9 of this DPA.
    
    
  • (v) Sub-Processors. Option 2 under Clause 9 will apply subject to Section 6 and Part A of this DPA, including the time period for prior notice of Sub-Processor additions.
    
    
  • (vi) Redress. In Clause 11(a), the optional redress clause will not apply.
    
    
  • (vii) Liability. In Clause 12, any liability for claims brought under the EU SCCs shall be subject to the Agreement. To the extent permissible under Applicable Privacy Laws, Wiggli’s liability under Clause 12(b) shall be limited to damages caused by Wiggli’s breach of this DPA or violation of GDPR as a Processor of Protected Data.
    
    
  • (viii) Supervisory Authority. In Clause 13, the supervisory authority shall be that of the EU member state in which the data exporter is established. If the data exporter falls within the territorial scope of the GDPR and is established in the United Kingdom, Switzerland, or otherwise outside of the European Countries, then the supervisory authority shall be the UK Commissioner’s Office, the Swiss Federal Data Protection and Information Customer, or the Belgian Data Protection Authority, respectively.
    
    
  • (ix) Government Access. For the purposes of Clause 15(1)(a), Wiggli shall notify Customer only and not the relevant Data Subject(s) in case of governmental requests for access to Protected Data to the extent such requests specifically name Wiggli.
    
    
  • (x) Governing Law. In Clause 17, Option 1 will apply, and the parties agree that the EU SCCs will be governed by the law of Belgium.
    
    
  • (xi) Forum and Jurisdiction. Clause 18 shall read as follows: “Any dispute between the parties arising from these Clauses shall be submitted to the exclusive jurisdiction of the courts designated in the corresponding section of the Agreement. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence. The Parties agree to submit themselves to the jurisdiction of such courts”.
    
    
  • (xii) Annex I of the EU SCCs shall be deemed completed with the information set out in Part A to this DPA.
    
    
  • (xiii) Annex II of the EU SCCs shall be deemed completed with the information set out in Part A to this DPA.
    
    
  • (xiv) Where applicable, Annex III of the EU SCCs shall be deemed completed with the information set out in Part B to this DPA.

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, version B1.0, in force March 21, 2022, as issued by the United Kingdom Information Commissioner’s Office under Section 119A(1) of the Data Protection Act of 2018 (“UK Addendum”) to the EU Standard Contractual Clauses.

Where applicable, the parties shall apply the UK Addendum to the EU SCCs subject to Section 1 of this Part C and the UK Addendum shall apply, which shall be entered into and incorporated into this DPA by reference and completed as follows:

• (i) For the purposes of the UK Addendum, Customer is the Exporter and Wiggli is the Importer, (2) references to “Customer”.
  
  
• (ii) All capitalized terms shall have the meaning given in the UK Addendum.
  
  
• (iii) For Table 2 (Selected SCCs, Modules and Selected Clauses), the Addendum EU SCCs shall be the Approved EU SCCs, including the Appendix Information, and with only the modules, clauses or optional provisions of the Approved EU SCCs set forth in subsection (iv) below. [1]
  
  
• (iv) Table 2 (Selected SCCs, Modules and Selected Clauses) shall incorporate the following terms: 
  
  
  • (A) Module 2 only. 
    
    
  • (B) Module 2 shall be in operation.
    
    
  • (C) The docking clause under Clause 7 shall apply.
    
    
  • (D) The optional redress Clause 11(a) shall not apply.
    
    
  • (E) The General Authorization shall apply for Clause 9(a) subject to Section 6 of this DPA.
    
    
  • (F) The time period of Clause 9(a) shall be unspecified and subject to Section 6 of this DPA.
    
    
  • (G) Personal Data received from the Importer may be combined with Personal Data collected by the Exporter.
    
    
• (v) Table 3 (Appendix Information) shall incorporate the following terms: 
  
  
  • (A) Annex 1A (List of Parties) shall be deemed completed with the information set out in Part A of this DPA.
    
    
  • (B) Annex 1B (Description of Transfer) shall be deemed completed with the information set out in Part A of this DPA.
    
    
  • (C) Annex II (Technical and organizational measures including technical and organizational measures to ensure the security of the data) shall be deemed completed with the information set out in Part B of this DPA.
    
    
  • (D) Annex III (List of Sub-processors) shall be deemed completed with the information set out in Section 6 and Part A of this DPA.
    
    
• (vi) Table 4 (Ending this Addendum when the Approved Addendum Changes) shall incorporate the following terms: The Importer and/or the Exporter may end this Addendum as set out in Section 19 of the UK Addendum.
  
  
• (vii) The UK Addendum, including Part 2 (Mandatory Clauses thereof) and Section 2 of this Part C shall be interpreted according to the terms in Section 2 of this Part C to the extent permitted by UK Data Protection Law.

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[1] For the purposes of this Section 4 of Schedule D, the lower checkbox of Table 2 of the UK Addendum is deemed selected, namely “the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum”.