TalentMind Services (hereinafter referred to as “TalentMind”) are the series of HR software ser-vices on AdAsia Digital Platform provided by AdAsia (Thailand) Limited or the group companies as a case maybe (hereinafter referred to as “AdAsia”) to the Client, its employees or its affiliate companies (hereinafter referred to as “Client”), including but not limited to the software as follows:
-TalentMind Screening/ATS: Online Applicant Tracking System that enables employers to have a smart applicant screening and tracking process;
-TalentMind People: Online Employee Attendance System that enables employers to manage at-tendance and leave application process through building the employee database; and
-TalentMind Payroll: Online Payroll System that enables employers to calculate the salary and compensation of the employees due to the regional regulations.
By using TalentMind, the Client acknowledges that the Client has read, understood and agree to be bound by these Terms and Conditions of TalentMind Service (hereinafter referred to as “T&C”) as set forth below, and to comply with all applicable laws, rules and regulations of a country where performance is to be expected. If the Client does not intend to be legally bound to T&C, the Client may not access or otherwise use TalentMind.
2. Service Fee and Payment
The Client agrees to pay for the Service Fee as specified under SO, AdAsia shall issue an invoice to the Client. The Client agrees to pay an undisputed amount under the invoice within 30 days from the date stated under the invoice to the bank account provided by AdAsia.
The Service Fee is exclusive from applicable taxes and transaction fees (if any), the Client shall pay the Service Fee without any deduction.
In the event that the Client delay the payment, the Client agrees to pay the interest at a rate of 1% per month from the end of credit term period above until the payment is completed to AdAsia.
3. The Client’s Responsibility and Liability
The Client’s responsibility and liability are as follows:
3.1 The Client agrees to use the TalentMind at the Client’s sole risk and be responsible for access-ing its accounts;
3.2 the Client certifies and warranties that the Client has the right, authority and capacity to enter into the T&C;
3.3 The Client agrees that upon the acceptance of the SO, the Client is responsible for the full amount of the Service Fee which is not refundable in any case;
3.4 The Client shall provide accurate registration details for the user accounts or other information as requested by AdAsia in order to use TalentMind. The Client certifies and guarantees that all information provided to AdAsia are correct, current, complete and up to date;
3.5 In case that the defect of TalentMind occurs, the Client agrees to promptly inform AdAsia. The Client agrees and allows AdAsia to repair the defect within 30 days from the date the Client in-formed AdAsia;
3.7 The Client agrees to notify AdAsia immediately of any unauthorized access to or use of its us-er name or password or any other breach of security. The Client also agrees to ensure that the Client shall exit or sign out from the member account at the end of each session. The Client should use particular caution when accessing the member account from a public or shared computer so that others are not able to view or record the password or other personal information;
3.8 The Client shall be responsible and ensure that the material posted on TalentMind, any social medias and any internet linked are complied with the applicable laws and regulations;
3.9 The Client agrees to use Talentmind only for the purpose of this T&C and agrees not to change any appearance and functions. The Client shall ensure that any equipment prepared by the Cli-ent including computers, hardware, interness access, a fingerprint machine or system, face recognition system or any other devices are in good condition and the Client shall maintain it at its own expenses; and
3.10 The Client agrees to comply with all applicable laws, regulations, personal data protection laws enforceable in the Client country and not to infringe any rights, intellectual property rights in-cluding but not limited to against public order and/or morality.
4. AdAsia’s Rights and Responsibility
The Client agrees and acknowledge that AdAsia has Rights and Responsibility as follows:
4.3 AdAsia reserves the right to take appropriate actions for the improper use of TalentMind;
4.4 AdAsia shall not liable for any damages caused by the Client and shall have no responsibility for Client actions.
5. Confidential Information
5.1 Confidential Information includes but is not limited to information of a commercial, technical or financial nature whether or not designated "Confidential" or under any similar legend indicating the confidentiality of the information as disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) or any of its employees or agents of the Receiving Party, except such information as is previously known to the Receiving Party without an obligation of confidentiality or is public knowledge or publicly disclosed by the Disclosing Party either prior to or subsequent to the Receiving Party's receipt of such information from the Disclosing Party.
The Client shall hold such Confidential Information in trust and confidence for AdAsia and shall not use it except in furtherance of the purpose set forth in this Agreement. The Client shall further be responsible for the compliance of the foregoing by its employees or agents.
5.2 The Client acknowledges that the Client account is personal to the Client and agrees not to provide any other person with access to TalentMind or portions of it using the Client’s user name, password or other security information.
5.3 AdAsia has the right to fully cooperate with any law enforcement authorities or court order requesting or directing the disclosure or deletion of the identity, contents or other information of anyone posting any materials on or through TalentMind.
5.4 The Client acknowledges that the Client must treat all private information received from AdAsia as confidential and the Client must not disclose it to any other person or entity or third-party without the prior written consent from AdAsia.
6. Warranty and Indemnification
6.1 AdAsia has made every attempt to ensure the reliability and the sustainability of TalentMind, but as such TalentMind is provided without warranty of any kind. AdAsia does not accept liability and/or responsibility of any manner for the completeness, accuracy, content, legality, or reliability for the information provided by the Client. TalentMind as well as all information, products, content and other services included are made available to the Client on an “as is” basis, unless specified in writing.
6.2 The Client agrees to defend, indemnify and hold harmless AdAsia, its Affiliates, licensors and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to the Client’s violation of the T&C or the Client’s use of TalentMind, including, but not limited to Client content, any use of TalentMind’s content, services and products other than as expressly authorized in the T&C or the Client’s use of any information obtained from TalentMind.
6.3 AdAsia shall indemnify, defend, and hold harmless the other from and against any and all claims, losses, damages, costs, and expenses (including reasonable attorney’s fees) arising out of or alleged to have been caused by their respective negligent, willful, or unauthorized acts, omissions, or misrepresentations. In any event, AdAsia’s liability shall be limited to not exceeding the Services Fee under the invoice on a case by case basis.
7. Terms and Termination
This T&C’s terms and terminations shall be in accordance with SO on a case by case basis and shall be automatically renew for the same period as stated in SO, unless otherwise the Parties notify the other Party 5 days prior the end of each period.
8. Waiver and Severability
No omission or delay on AdAsia's part in exercising any or part of its rights under the provisions of the T&C shall operate as a waiver thereof.
If any provisions of the T&C is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the T&C shall remain intact and continue in full force and effect.
AdAsia is entitled to add and revise the contents in this T&C at its sole discretion. Revisions of this T&C is displayed on the appropriate location on the website and shall be delivered to the Client in the proper communication method. When, following a revision to this T&C or to an additional provision, the Client use TalentMind subject to such revision, such revision shall constitute a part of the agreement between AdAsia and the Client. If the Client does not agree to such revisions, the Client shall cease use TalentMind.
Any communication from the Client to AdAsia concerning TalentMind is to be carried out by transmission of an inquiry form posted at an appropriate location on a website operated by AdAsia, or by such other method as AdAsia may designate and inform the Client.
Communication from AdAsia to the Client concerning the Service is to be carried out by public posting to an appropriate location on a website operated by AdAsia, or by such other method as AdAsia deems appropriate.
AdAsia’s names, logoes and all related names, products, service names, designs and slogans are trademarks of AdAsia or its Affiliates. The Client shall not use such trademarks without the prior written permission from AdAsia. All other names, logos, products and service names, designs and slogans on TalentMind are the trademarks of their respective owners.
12. Force Majeure
Except for payment obligations, neither the Client nor AdAsia shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond either Client’s or AdAsia’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labour disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
13. Governing Law and Jurisdiction
Any disputes arising out of or in connection with this T&C shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of Singapore.
All the matters concerning this T&C, additional provisions and use of TalentMind shall be governed by, and construed and interpreted under the laws Singapore.
Created on 21st May 2018 and applied from 22nd May 2018
Amended on 17th July 2018 and applied from 17th July 2018
Amended on 21st Sep 2018 and applied from 22nd Sep 2018
Amended on 31st July 2019 and applied from 1st Aug 2019