This Terms and Conditions of Use (the “Terms”) govern your contractual relationship between you and Brotek Teknoloji A.Ş., a company duly incorporated and existing under the laws of Turkey, with its registered office at Evliya Çelebi Mah., Sadi Konuralp Cad., IKSV Vakfı, Blok No:5/2 Beyoğlu-İstanbul, Turkey, including its affiliates and subsidiaries (the "COENSIO", “we/us”).
COENSIO is a tech company using its machine-learning technology to render candidate pre-assessment services for HR professionals such as recruiters and hiring managers.
These Terms apply to your use of the Service (as that term is defined below). By clicking [I agree] and using the Service: you agree to these Terms; and where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorized to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms. If you do not agree to these Terms, you are not authorized to access and use the Service, and you must immediately stop doing so.
We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms. These Terms were last updated on 10.03.2022.
As used herein, the following terms shall have the following meanings:
“Affiliate” of any Person means any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms “controlling” and “controlled” have the meanings correlative to the foregoing.
“COENSIO Software” means the software owned by us (and our licensors) that is used to provide the Service.
“Confidential Information” means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the COENSIO Software. Your Confidential Information includes the Data.
“Data” means all data, content, and information (including personal information) owned, held, used, or created by you or on your behalf that is stored using, or inputted into, the Service.
“Fees” means the applicable fees payable to COENSIO for the provision of Service as set out on our pricing page on the Website at www.coens.io or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with these Terms.
“Intellectual Property Rights” includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
“Permitted Users” means your personnel who are authorized to access and use the Service on your behalf in accordance with these Terms.
“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or other entity, or governmental authority.
“Personal Information” means information about a real, identifiable, living person.
“Personnel” includes officers, employees, contractors, and agents, but a reference to your personnel does not include us.
“Related Party” means the officers, directors, stockholders, employees, agents, representatives, and Affiliates of any Person.
“Service” means candidate pre-assessment service to be rendered by COENSIO, having the core functionality described on the Website, as the Website is updated from time to time, which help clients assess a candidate’s skills for different roles regarding Data, Frontend, Backend, Software, Devops, Product, Mobile, QA, CS, Game Development, Digital Marketing etc.
“Start Date” means the date that you set up an account to use the Service.
“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.
“Underlying Systems” means the COENSIO Software, IT solutions, systems, and networks (including software and hardware) used to provide the Service, including any third-party solutions, systems and networks.
“Year” means a 12-month period starting on the Start Date or the anniversary of that date.
1. We must use reasonable efforts to provide the Service:
a)in accordance with these Terms and Turkish laws and regulations.
b)exercising reasonable care, skill and diligence; and
c)using suitably skilled, experienced and qualified personnel.
2. Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.
3. We must use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of force majeure. We must use reasonable efforts to publish on the Website [and/or notify you by email] advance details of any unavailability.
4. Through the use of web services and APIs, the Service interoperates with a range of third-party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third-party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third-party feature, you are not entitled to any refund, discount or other compensation.
1. Some parts of the Service are billed on a subscription basis (“Subscription”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. A minimum number of Billing Cycles may apply to a Subscription.
2. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or COENSIO cancels it. You may cancel your Subscription renewal either through your online account settings page or by contacting COENSIO’s customer support team, taking into account a notice period of at least 30 days.
2. A valid payment method is required to process the payment for your Subscription. You shall provide COENSIO with accurate and complete billing information including full name, address, state, zip code, country, telephone number, and a valid payment method. By submitting such payment information, you automatically authorize COENSIO to charge all Subscription fees incurred through your account to any such payment instruments.
3. Should automatic billing fail to occur for any reason, COENSIO will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
5. COENSIO, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change shall become effective at the end of the then-current Billing Cycle.
6. COENSIO shall provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such modifications become effective.
7. Your continued use of the Service after the modification of the Subscription fee comes into effect constitutes your agreement to pay the modified Subscription fee amount.
1.As you and your personnel must use the Service in accordance with these Terms solely for:
a) your own internal business purposes and lawful purposes.
b) not resell or make available the Service to any third party, or otherwise commercially exploit the Service.
c) When accessing the Service, you and your personnel must:
d) not impersonate another person or misrepresent authorisation to act on behalf of others or us;
e) correctly identify the sender of all electronic transmissions;
f) not attempt to undermine the security or integrity of the Underlying Systems;
g) not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
h) not attempt to view, access, or copy any material or data other than: i) that which you are authorised to access; and ii) to the extent necessary for you to use the Service in accordance with these Terms; and
i) neither use the Service in a manner, nor transmit, input, or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is incorrect or misleading.
2. No individual other than a Permitted User may access or use the Service. You may authorise any member of your personnel to be a Permitted User, in which case you must provide us with the Permitted User’s name and other information that we reasonably require in relation to the Permitted User.
3. A breach of any of these Terms by your personnel is deemed to be a breach of these Terms by you.
4. You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service.
1. You acknowledge that:
a) we may require access to the Data to exercise our rights and perform our obligations under these Terms; and
b) to the extent that this is necessary, we may authorize a member or members of our personnel to access the Data for this purpose.
2. You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 6.1.
3. You acknowledge and agree that:
a) we may: i) use Data and information about you and your end users’ use of the Service to generate anonymized and aggregated statistical and analytical data (“Analytical Data”); and ii) use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and iii) supply Analytical Data to third parties;
b) our rights above will survive termination or expiry of these Terms; and
c) title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.
4. You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the EU’s General Data Protection Regulation and Turkish Personal Data Protection Law numbered 6698 along with any other applicable data privacy law. You must obtain all necessary consents from the relevant individuals (such as candidates/test takers/employees/hiring managers etc.) to enable us to collect, use, hold and process that information in accordance with these Terms.
5. You agree that we may store Data including any personal information in secure servers in European Economic Area and may access that Data including any personal information in Turkey from time to time.
6. You indemnify us against any liability, claim, proceeding, cost, expense including the actual legal fees charged by our solicitors and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party including Intellectual Property Rights and privacy rights or that the Data is incorrect or misleading.
1. All Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
2. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
3. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable, and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.
4. If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):
a) all Intellectual Property Rights in that feedback, and anything created because of that feedback (including new material, enhancements, modifications, or derivative works), are owned solely by us; and
b) we may use or disclose the feedback for any purpose.
5. You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve, or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.
1. In no event shall COENSIO, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Such limitations shall not apply if the damages are the result of a deliberate act or gross negligence on the part of COENSIO or its senior management.
2. In any case shall COENSIO’s aggregate liability under these Terms be limited to the fees actually paid by you to COENSIO in the last Billing Cycle.
1. We may terminate or suspend your account, without prior notice or liability, for any reason, including without limitation if you breach the Terms.
2. Upon termination, your right to use the Service shall immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.
3. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.
4. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:
5. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
6. used, or attempted to use, the Service:
7. for improper purposes; or
8. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;
9. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be incorrect or misleading; or
10. otherwise materially breached these Terms.
1. These Terms shall be governed by the laws of the Republic of Turkey and the courts of İstanbul Çağlayan shall have exclusive jurisdiction over the parties.
2. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof.
1. No person other than you and us has any right to a benefit under, or to enforce, these Terms.
2. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
3. We are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
4. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing [email protected].
5. These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of Turkey.
6. Clauses which, by their nature, are intended to survive termination of these Terms, continue in force.
7. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability, or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
8. You may not assign, novate, subcontract, or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.