Terms of service

Effective Date: 13/11/2023

Welcome to Atlas! This document is our Terms of Service (“Agreement”) and it’s important because it outlines the rules and regulations for using our services. Let’s dive in!

The Basics:

Who’s Who: We’re Berg Group Ltd (“Atlas” or “We”), and you’re our customer (“Customer” or “You”).
What’s Covered: This Agreement applies to your initial and any future purchases of our services.
Service Subscriptions: You can subscribe to our online software-as-a-service products and other services. These are detailed in our Order Forms, which are part of this Agreement.

THIS MASTER SUBSCRIPTION TERMS OF SERVICE (“AGREEMENT”) GOVERNS CUSTOMER’S ACQUISITION AND USE OF ATLAS SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

This Agreement is entered into by and between Berg Group Ltd (Atlas). and the entity or person placing an order for or accessing any Services (“Customer” or “you”).

This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.

This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Atlas under any Atlas ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (“Order Form(s)”) and sets forth the basic terms and conditions under which those products and services will be delivered.

Please note that we offer many services. Your use of Atlas products or services are provided by Atlas under a separate manually or digitally-executed agreement. Those additional terms become part of your agreement with us if you use the services.

IF A CUSTOMER REGISTERS FOR A FREE TRIAL OF ATLAS SERVICES OR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) REGISTERING FOR A FREE ACCOUNT AND USING FREE SERVICES, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” OR “YOU” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Modifications: From time to time, Atlas may modify this Agreement. Unless otherwise specified by Atlas, changes become effective for Customer upon renewal of Customer’s current Subscription Term (as defined below) or entry into a new Order Form. Atlas will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form, and in any event continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.

If Atlas specifies that changes to the Agreement will take effect prior to Customer’s next renewal or order (such as for legal compliance or product change reasons) and Customer objects to such changes, Customer may terminate the applicable Subscription Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the terminated portion of the Subscription Term, commencing on the date notice of termination was received.

We reserve the right to modify our Services at any time, with or without notice to you. For example, we may add or remove functionality or features, and we may suspend or stop a particular feature altogether. We also reserve the right to charge a fee for any of our features at any time. If you don’t like any changes, you can stop using our Services at any time subject to the terms and conditions of this Agreement.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, CLASS ACTIONS OR CLASS ARBITRATIONS OF ANY KIND. PLEASE READ IT CAREFULLY.

Using Our Services:

Subscriptions: You can subscribe to our online services. Details will be in your Order Form.
Free Trials & Services: If you sign up for a free trial or free services, these terms still apply.
Your Agreement: By using our services, you’re agreeing to these terms. Make sure you have the authority to agree if you’re accepted by a company.
No Sneaky Stuff: Don’t use our services to check out our performance for competitive reasons.
Competitors: If you’re a competitor, you’ll need our written permission to access our services. Otherwise, you permit us to close your account without notice or compensation.

Legal Bits:

Arbitration: Just a heads-up, disputes will be settled by arbitration, not in court.

Data & Privacy: We’ll protect your data following our Privacy Policy.

Your Responsibilities:

Equipment & Security: You’re responsible for your own equipment and keeping your account secure.

Use Wisely: Don’t misuse our services. That means no illegal stuff, being respectful of others’ rights, and not trying to break our systems.

Data Handling: Handle your data responsibly and make sure you have the right to share it with us.

Other Services:

Third-Party Services: We might offer access to other services. Just remember, we don’t control these and aren’t responsible for them.

Ending the Agreement:

Termination: You can stop using our services at any time, but remember, this agreement still applies even after you stop.

Miscellaneous:

No Illegal Use: Don’t use our services for anything illegal.

Export Control: Be aware of export control laws if you’re using our services outside the UK.

Customer’s Indemnification Responsibilities

Customer will indemnify, defend and hold harmless Atlas from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to any Customer Data, Content, Customer communications, Customer’s use of a Third-Party Platform(s), browser extensions, plugins, third-party apps, or breach or alleged breach by Customer of Section 3.4 (Customer Obligations). This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of Atlas at Customer’s expense. Notwithstanding the foregoing sentence, (a) Atlas may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without Atlas’s prior written consent, unless the settlement fully and unconditionally releases Atlas and does not require Atlas to pay any amount, take any action, or admit any liability.

Atlas’s Indemnification Responsibilities

Atlas will defend Customer from and against any claim by a third party alleging that a Service when used as authorized under this Agreement infringes any Intellectual Property Rights and will indemnify and hold harmless Customer from and against any damages and costs finally awarded against Customer or agreed in settlement by Atlas (including reasonable attorneys’ fees) resulting from such claim, provided that Atlas will have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for Atlas to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer’s use of a Service is (or in Atlas’s opinion is likely to be) enjoined, if required by settlement or if Atlas determines such actions are reasonably necessary to avoid material liability, Atlas may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using such Service; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term that was paid by Customer but not rendered by Atlas. The foregoing indemnification obligation of Atlas will not apply: (1) if such Service is modified by any party other than Atlas, but solely to the extent the alleged infringement is caused by such modification; (2) if such Service is combined with products or processes not provided by Atlas, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of such Service; (4) to any action arising as a result of Customer Data or any third-party deliverables or components contained within such Service; (5) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; (6) to any action arising from Customer’s use of Third Party Platforms or Apps; or (7) if Customer settles or makes any admissions with respect to a claim without Atlas’s prior written consent. THIS SECTION SETS FORTH ATLAS’S AND ITS SUPPLIERS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT OR THIRD-PARTY CLAIM DESCRIBED IN THIS SECTION.

Content You Post

When you post content (like text, photos, or videos) on our services, make sure you own it or have permission to use it. By posting, you’re giving Atlas (and those we work with) the right to use your content. This right remains even if you stop using our services. Remember, any ideas or suggestions you send us aren’t confidential and we can use them without obligation to you.

Our Promises and Disclaimers

Representations: Both of us confirm we’re legally allowed to enter this agreement.
Limited Warranty: We promise our services will generally work as described, but if there’s an issue, we’ll try to fix it. If we can’t, you might be eligible for a refund for the unused part of your service.
Posting to Job Boards: We can post your content to job boards, but we don’t control these boards and can’t guarantee their performance.
Warranty Disclaimer: Apart from what we’ve explicitly promised, our services are provided “as is” without any further guarantees.

Limitation of Liability

Liability Cap: Our total liability won’t exceed what you’ve paid us in the last 12 months.
What We’re Not Liable For: We’re not responsible for lost profits, revenues, or data, or for indirect damages, even if we’ve been advised of the possibility.

Security We commit to reasonable measures to protect your data, but we’re not liable for issues beyond our control like internet problems or unauthorized access.

Intellectual Property Rights

Our Rights: We own all rights to our services and content, except what we’ve expressly given you.
Your Use of Content: You can use the content as allowed by this agreement.
Your License to Us: You give us the right to use your data and any non-Atlas apps or code you use with our services.
Feedback License: Any feedback you give us can be used freely.

Fees and Payment

Fees: You agree to pay the fees stated in your order.
Payment Details: You’ll provide valid payment info and we’ll charge you as agreed.
Failed Payment: If payment fails, you still owe us the money.
Late Payments: Late payments may attract interest.
Non-Payment Consequences: We may suspend our services if you become 3 months delinquent on an invoice
Taxes: You’re responsible for taxes, except those on our income.

Agreement Duration and Termination

Agreement Length: This agreement lasts until all subscriptions end or are terminated.
Subscription Term: Subscriptions renew automatically, but you can cancel with notice.
Ending the Agreement: Either of us can end this if the other breaches it or becomes insolvent.
Refunds or Payments Upon Ending: Depending on who ends the agreement and why, there might be refunds or payments due.
After Termination: You’ll stop using our services and delete any related data or materials.
What Survives Termination: Certain sections will still apply even after this agreement ends.

Keeping Things Confidential

What’s Confidential: This includes your data and our service details.
Protecting Confidential Info: We both agree to protect each other’s confidential information.
When We Have to Share: Sometimes, the law might require us to disclose confidential info.

General Provisions

Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.

Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

Governing Law; Dispute Resolution.

a) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, (“Dispute”), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (“Initial Notice of Dispute”). If an Initial Notice of Dispute is being sent to Atlas it must be emailed to legal@recruitwithatlas.com and sent via mail to:

Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties (“Direct Dispute Resolution”). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute may subsequently be resolved in a court of law as set forth below.

b) Choice of Law and Jurisdiction. FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, CUSTOMER AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF LONDON, UNITED KINGDOM

c) Construction and Joinder. THIS AGREEMENT MUST BE CONSTRUED AS IF IT WAS JOINTLY WRITTEN BY BOTH PARTIES. BOTH CUSTOMER AND ATLAS AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

d) IF YOU ARE A CONSUMER AND DO NOT WANT TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MAY OPT OUT. IN ORDER TO OPT OUT OF THIS ARBITRATION PROVISION, YOU MUST NOTIFY US IN WRITING THAT YOU DO NOT WANT TO RESOLVE DISPUTES WITH US BY ARBITRATION, AND SUCH NOTICE SHOULD BE DELIVERED BY MAIL TO 2121 LOHMANS CROSSING RD STE-504 #105 AUSTIN TX, 78734, WITHIN THIRTY (30) DAYS OF THE EARLIER OF (A) THE DATE YOU FIRST USE THE SERVICE; AND (B) THE DATE YOU CLICK OR TAP ANY BUTTON OR BOX MARKED “ACCEPT,” “AGREE” OR “OK” (OR A SIMILAR TERM) IN CONNECTION WITH THIS AGREEMENT.

e) Injunctive Relief. Notwithstanding the above provisions, Atlas may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch; (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail; or (iv) if given by electronic mail to either the Contact on the contract or the Admin(s) on the account.

Amendments; Waivers. Except as provided under “Modifications to this Agreement” and otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.

Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Services are on-line, subscription-based products, and that in order to provide improved customer experience Atlas may make changes to the Services, and Atlas will update the applicable Documentation accordingly. The support and service level availability terms described in the Security Policy, and the SLA may be updated from time to time upon reasonable notice to Customer to reflect process improvements or changing practices (but the modifications will not materially decrease Atlas’ obligations as compared to those reflected in such terms as of the Effective Date). The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

Subcontractors. Atlas may use the services of subcontractors and permit them to exercise the rights granted to Atlas in order to provide the Services under this Agreement, provided that Atlas remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement,(ii) for the overall performance of the Services as required under this Agreement, and (iii) compliance with the terms of the DPA.

Subpoenas. Nothing in this Agreement prevents Atlas from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Atlas will use commercially reasonable efforts to notify Customer where permitted to do so.

Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement

Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered the same agreement.