Skilmálar / Terms of Service

These General Terms and Conditions (the ´General Terms´), as amended from time to time, are binding rules which govern the service relationship between:

1. (A) ´Opus Futura´, reg.no. 640622-0400, a private limited liability company incorporated and registered in Iceland, (´Opus Futura´, ´We´, ´Us´, or ´Our´) and
2. (B) You, who are agreeing to these General Terms (´You´, ´Your´, or ´Yours´).

If You are:
an active job seeker or other individual user, You may also be referred to as the ´Individual´,
a job offering workplace, You may also be referred to as the ´Company´,
Hereinafter, a reference to You, includes all the details identified when You registered Your account with Us.

Hereinafter, the term ´Party´ is a reference to either You or Us, and the term ´Parties´ is a reference to You and Us.

We provide access to a job placement software solution on a platform (hereinafter the ´Platform´), which offers automated job matching results between registered Individuals and Companies (the Platform is defined in more detail below). The main objective of the Platform is to create matches with the aim of quickly, efficiently and securely identifying skilled employees that fit the needs of Companies, while matching Individuals with opportunities that meet their requirements and expectations. During the matching process, Individuals enjoy anonymity and privacy protection.

The Platform provides various services (described on Our website and/or in the Platform) and offers Individuals the opportunity to take a personality test for a fee. Personality tests help find the best fit for open job positions. When there is a job match, the results from the personality test can be shared with the matching Company, to increase the possibility of a positive job matching result.

Companies that wish to access the Platform must conclude a Service Agreement with Us. Any terms agreed individually between Us and a Company in a Service Agreement shall prevail over these General Terms in case of conflict, unless expressly stated otherwise.

In these General Terms, unless otherwise specified:

• – Singular includes the plural and the other way round.
• – The words ‘including’, ‘for example’, ´such as´ and words of similar effect do not limit the general effect of the words which precede them.
• – References to any legislation, statute, enactment, order, regulation, or other similar instrument will be construed as a reference to such, as in force in the relevant jurisdiction, as altered, amended, or restated at any given time.

In these General Terms, the following terms shall mean:

and other defined terms shall have the meanings ascribed to them in relevant parts of these General Terms, such definitions identified with a bold font and quotation marks.

If You are an Individual, You can register on Our website and use Our Platform free of charge.

If You are a Company, You must register on Our website. We will then contact You (at Our prerogative) in order to conclude a Service Agreement. Once a Service Agreement has been concluded, the Services will be made available to You, while You comply with its terms and pay the applicable fees.

You acknowledge that Our Platform and Our Services are online, subscription-based products and that We may make changes to the Platform and the Services from time to time. When You have accessed the Platform and the Services, You are considered to have accepted their functionality if You do not make written objections within one week. If You do object, We have no obligation to react to the objections, for example by amending, altering or updating functionality and Your sole recourse and remedy is to give notice of termination of the Agreement.

We provide Our Services to Companies on a subscription basis for a set term specified in the Service Agreement (´Subscription Term´). The Subscription Term includes a billing cycle (i.e. 1, 3, 6 or 12 months). All subscriptions will automatically renew for periods equal to Your initial Subscription Term (and You will be charged at the then-current rates) unless You cancel Your subscription with a written notice to Us, received at least 2 months before the then current Subscription Term is over. If You cancel within that time, Your subscription will terminate at the end of the current Subscription Term, but You will not be entitled to any credits or refunds for amounts accrued and fees paid prior to termination.

For Individuals, in order to activate their User Account, a verification code will be sent to their e-mail associated with the User Account. For Companies, their User Account will be activated by Us. Before We activate the respective profile, We may, but are under no obligation to do so, check whether the information provided by You complies with these General Terms.

An Individual who subscribes to the Platform creates an anonymous profile for job matches, ensuring that his identity and profile information remains private. When an Individual is matched with a particular job position advertised by a Company, the Individual will be required to provide explicit consent before revealing his identity and profile information to the relevant Company.

You can only create one User Account. Companies can subscribe for access for one or more Authorized Users in the Service Agreement.

It is not permitted to transfer a User Account to third parties.

If You are an Individual You undertake to take the necessary measures to ensure the confidentiality of Your account, access codes, data and passwords. If You are a Company You undertake to ensure that all Your Authorized Users keep their access codes, data and passwords confidential and represent and warrant that You are responsible for compliance with this Agreement by all Your Authorized Users.

Any misuse of the account, misuse or loss of the password, or suspicion thereof must be reported immediately to Us.

We automatically analyse all User Profile data, to improve the Platform and quality of the Services. Such data may include, but is not limited to, resumes, company data and content uploaded on a User Profile. The handling of such data is subject to Applicable Law on data protection and Our Privacy Policy. By entering into the Agreement, You explicitly consent to Our use of Your data for these purposes.

When there is a positive job match, an Individual has the option to either accept or decline to make his profile visible to a Company. Moreover, the Individual can, at any given time, close his profile information, making it invisible on the platform.

We may share personal data from Your profile, only if:

• – an Authorized User has provided his prior, explicit consent and for a purpose specified therein.
• – an Individual has been hired by a Company.

An Individual can choose to define preferences for particular jobs or companies in his User Profile. We may use such information to improve Our platform/algorithms’ search results.

You confirm and agree that it is an absolute condition for Us entering into this Agreement and providing access to the Platform and Services, that all Your representations, warranties and covenants are true, correct and sufficient at the date of signing and remain so for the entire term of this Agreement.

You shall indemnify Us and Our directors, officers, employees and agents (the ´Indemnified Parties´) against any and all claims, losses, damages, liabilities, sanctions, fines and expenses (´Claim´) which the Indemnified Parties may incur if and to the extent that such Claim is caused by any inaccuracy, incompleteness, inaccuracy or breach of any of Your representations, warranties or covenants, as they may be updated from time to time.

An Individual must be at least 18 years of age. You must be fully able and competent to enter into the Agreement. By creating a User Account, You represent and warrant that you are competent to enter into the Agreement. By creating a User Account for a Company, the individual creating the account represents and warrants that he has the required authority to execute a binding agreement for the Company.

All Authorized Users are required to provide accurate, complete, and truthful information and to comply with any confidentiality requirements imposed by Applicable Law. The information provided must be current, accurate, and not misleading. You are responsible for ensuring the ongoing accuracy and completeness of Your profile, and if You are a Company, the profiles of Your Authorized Users.

You represent and warrant that:

• – You (and Your Authorized Users in case You are a Company) will not upload any personal data related to sensitive categories, such as race, ethnic origin, political views, religious believes, sexual orientation, health on Our Platform or Services;
• – (If You are an Individual) all the information You provide regarding Your education, experience, past employment and other job related skills is correct, truthful and not misleading or inaccurate;
• – (If You are a Company) that You are duly organised and validly existing under the laws of Your jurisdiction of incorporation;
• – You have all necessary power and authority to execute, deliver and perform this Agreement and to enter into the transactions contemplated by this Agreement;
• – Your entry into this Agreement will not breach any law or regulation applicable to You;
• – that You have the experience and knowledge to understand and independently evaluate any employment opportunity and/or any candidate You consider employing;
• – it is Your sole obligation to ensure that you fully comply with any Laws, applicable to You, including those applicable to the employment relationship between You and Your counterparty;
• – any restrictions to which You are subject relating to this Agreement (whether as a matter of legislation, Your governing documentation, or otherwise) have been clearly notified to Us in writing in a demonstrable manner, and We shall be entitled to assume that no restrictions other than those notified apply;

information or documentation provided by You or Your agents to Us pursuant to this Agreement is accurate, complete, up-to-date and not misleading in any respect and You have notified Us of all such information which is reasonably relevant to the performance of Our obligations under the Agreement. You will notify Us of any changes to the information provided as soon as the changes occur.

Our Service Level commitments and aims, as they are at any given time, are available on Our website. We do not guarantee the availability of the Platform or Services, but always do Our best to make Your them available and to react to any disruptions that may arise.

We do not guarantee a minimum storage capacity for User Profiles and Reserve the right to temporarily or permanently limit data volume, if it is required for technical or other reasons.

We will make every effort to provide responsive customer support and timely resolution of technical issues, in accordance with Our Service Levels.

Individuals have the option to take a Personality Test on the Platform for a fee and may be asked to when matched with a job. The Personality Test has the aim of giving insights into individual strengths and weaknesses, leadership abilities and other personal traits. The results, when shared with a Company, may lead to a more successful job match on the Platform. Further information on pricing, payment and how to access the Personality Test are available on the Platform. Before conducting the Personality Test, You may be required to agree to additional terms specifically relating to the test and use of data.

We and/or Our licensors own, control, and at all times retain, all right, title and interest, including all intellectual property rights, of any nature in the Platform and the Services (including but not limited to patents (including utility models), copyright, design rights and other like protection, trade mark rights, proprietary rights, business product and domain name, and any other form of statutory protection, of any kind and applications for any of the foregoing, as well as any trade-, professional-, business-, and industrial secrets, expert know-how connected to the Platform or Services now or at a later time), their “look and feel”, any and all related or underlying technology, object code, source code and any modifications or derivative works of the Platform or the Services or the intellectual property rights created by or for Us, including without limitation as such modifications and/or derivative works may incorporate Feedback. If You submit comments, information, questions, data, ideas, concepts, description of processes, or contribute programmed codes or other information to Us, or in the course of receiving support from Us (´Feedback´), You hereby grant Us, by way of an irrevocable license, the unrestricted right to freely use, copy, modify, integrate, disclose, license, transfer, distribute and otherwise exploit any Feedback worldwide in perpetuity in any manner without any obligation, compensation, royalty or restriction based on intellectual property rights or otherwise. Nothing in the Agreement limits Our right to independently use, develop, evaluate, sell, license, distribute and market products, whether such products incorporate Feedback or not.

Except as otherwise expressly permitted in the Agreement, You are not entitled to: a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Platform or Services to a third party or publicly display, publicly perform or provide access to or make available to unauthorized users or make use of the Platform or Services in any way that violates the Agreement, b) use the Platform or Services for the benefit of any third party, c) incorporate any Platform or Services into a product or service You provide to a third party, d) interfere with any license key mechanism in the Platform or Services or otherwise circumvent mechanisms intended to limit Your use, e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Platform or Services, except as permitted by law, f) remove or obscure any proprietary or other notices contained in the Platform or Services, g) publicly disseminate information regarding the performance of the Platform or Services, h) use the Platform or Services for competitive analysis or to build competitive products, i) encourage or assist any third party to do any of the foregoing, or j) use the Platform or Services in a way that breaches any Applicable Law.

We continuously look to improve and expand Our Services. As a result, it may be necessary from time to time to amend existing Service levels or introduce additional Services in support of new or developing Services. These changes may also be required to align operational standards with market practice or industry standards. Therefore, We reserve the right to temporarily or permanently discontinue certain parts of the Services, upon reasonable notice. We may implement changes to the Platform or the Services, by amending these General Terms. Such changes come into effect after sufficient notification to You, and in accordance with Section XV.

Our Services and Our Platform include code and libraries licensed to Us by third parties, including open-source software. You agree that You have been notified of this and approve of the use.

We reserve the right to validate information, for example by requesting proof. We are entitled to temporarily or permanently block and/or terminate the User Account or access to the Platform and to suspend the Services, with or without prior notice and without any liability – for example if the User Profile does not comply with these General Terms or if the user has not sufficiently proven the reliability of the information. This also applies if the content that You publish or intend to publish, or Your use of the Platform or the Services violates legal requirements, official prohibitions, the rights of third parties, or public decency.

We may terminate User Accounts, without specific reason, by providing a written notice of termination to the other Party. Termination comes into effect when the notice is received.

If a Profile has been inactive for over 12 months, We reserve the right to delete the Profile two weeks after notifying You by e-mail.

Individuals (‘consumers’ within the meaning of the Icelandic Act on Consumer Agreements no. 16/2016) have a period of 14 days to withdraw from their request to access a Personality Test. You shall communicate and inform Us of Your decision to withdraw before that period has expired. We will reimburse all payments received from You, not later than 14 days from the day on which You informed us of the decision to withdraw. You understand that in order to withdraw from the process it needs to be done before you take the test. You also understand that if You withdraw from access to the Personality Test, You will no longer be able to take it, use its results and the access to it will be deleted from Your User Profile.

Once the Agreement terminates, You (and Your Authorized Users) will no longer have any right to use or access the Platform or Services or any information or materials that We make available to You under this Agreement, including Our Confidential Information. You are required to delete any of the foregoing from Your systems as applicable. All unvoiced fees for that have accrued on the date of termination become immediately due and payable. You will pay all accrued fees without delay, according to Our invoice.

We may remove or delete Your data within a reasonable period after the termination of this Agreement or the end of Your Subscription Term. If You want Your data delivered to You, You must notify Us thereof no sooner than one month and not later than 10 days prior to the termination of the Agreement or the Subscription Term. We will deliver Your Data to You for a fee in accordance with Our applicable rates.

The following provisions will survive any termination of this Agreement, irrespective of its cause: Section II (Definitions and Interpretation), Section VII (Intellectual Property and Restrictions of Use), Section IX (Termination and Suspension of Services), Section XI (Confidentiality), Section XII (Privacy), Section XIV (Warranty Disclaimer and Limitation of Liability), Section XI (Governing Law, Jurisdiction and Dispute Resolution).

Opus Futura will provide notices and messages to its Users through E-mail or to the Inbox on Your Account. You agree to such communication and undertake to keep Your contact information correct and up to date.

If Your contact information is incorrect or out of date You may miss out on notices and messages from Opus Futura. You specifically agree and acknowledge that any notices sent by Us to You, using the information You have provided to Us, shall be deemed correctly given and received, if We use the contact information You provided, even if the contact information is no longer in use, if You have failed to provide us with updated and correct information.

´Confidential Information´ shall mean all information (including all oral and visual information, and all information recorded in writing or electronically, or in any other medium or by any other method) disclosed to, or obtained by one Party from the other Party or a third party acting on that other Party’s behalf, and shall include but not be limited to any information relating to a Party’s business, research strategies, operations, processes, plans, intentions, software, designs, code, inventions, product information, knowhow, designs, trade secrets, market opportunities, customers and business affairs, provided that it is identified as confidential at the time of disclosure. Any technology and any performance information relating to Our Platform or Services shall be deemed Our Confidential Information without any marking or further designation.

Except as otherwise set forth in this Agreement each Party promises to hold the Confidential Information in confidence and not to disclose it to third parties without the written consent of the other Party. This requirement of non-use, confidentiality and non-disclosure shall not apply, however, to Confidential Information which: a) the receiving Party already knew, or was rightfully in its possession, the prior knowledge or possession of which he can document by prior written records; or b) is or becomes public knowledge other than through the receiving Party’s breach of this promise of confidentiality; or c) the receiving Party receives in good faith from a third party not in violation of an obligation of confidentiality; or d) the receiving Party independently develops, discovers or arrives at without use of or reference to the Confidential Information; or e) the receiving party discloses, pursuant to a binding and enforceable order from a court of competent jurisdiction or a governmental body.

The receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving Party the disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

We undertake to comply with all applicable data protection laws, such as the General Data Protection Regulation, to protect the privacy and security of Your personal data, in line with Our Data Protection Policy as in force.

We may amend these General Terms and Our Data Protection Policy at any time, at Our reasonable discretion and without providing specific reasons. This includes, but is not limited to, amendments:

• – required by Applicable Law
• – that reflect a change in Services
• – that correct errors
• – made for security reasons

We will notify You within 1 month before changes or amendments take effect.

If the amendment is material or required by Applicable Law, You will have the opportunity to review the changes before they come into effect.

If You object the changes, You may terminate the Agreement and close Your User Account.

If We do not receive a notice of objection from You and You continue to use the Services, after being notified about the changes, You are consenting to be bound by the amended General Terms as of their effective date.

We make no representation or warranty regarding the Platform or Services (including content and information). The Platform and the Services are provided "as is" and "as available" without any warranties, express or implied. We do not guarantee that the Platform or Services will be free from defects, error-free or uninterrupted and do not guarantee the accuracy, reliability, or suitability of any job descriptions, profiles, or other content shared by users. We do not guarantee any specific result from the Platform or Services, such as successful job placements or a certain number of job matches.

In particular, We are not:

• – liable for the actions of users or the outcome of any professional relationships formed through the Platform or Services.
• – a party to any communication or agreement between an Individual and a Company resulting from a job match.
• – liable for any dispute between an Individual and a Company on the Platform, including but not limited to issues related to salary, benefits, job responsibilities or working conditions.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE TO YOU FOR:

1. a) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER (including damages for lost profits or lost business opportunities, reputation, lost or inaccurate data), WHETHER FORESEEABLE OR UNFORESEEABLE, arising out of Your use of the Platform or Services or any breach of this Agreement, regardless the basis of the claim and even if Our representatives had been advised of the possibility of such damage.
2. b) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY US TO PERFORM ANY OBLIGATION UNDER THE AGREEMENT DUE TO ANY CAUSE THAT IS BEYOND OUR REASONABLE CONTROL,
3. c) DAMAGES (REGARDLESS OF THEIR NATURE) THAT ARE THE RESULT OF THIRD-PARTY OPERATIONAL FACTORS, SUCH AS POWER DISRUPTION OR LOSS OF COMMUNICATION,
4. d) CLAIMS THAT HAVE NOT BEEN NOTIFIED IN WRITING TO US MORE THAN ONE YEAR AFTER THE DATE ON WHICH CAUSE OF SUCH CLAIM FIRST AROSE.

OUR AGGRAGATE LIABILITY TO YOU FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE MONEY ACTUALLY PAID BY YOU TO US IN THE 3 (THREE) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR, USD 1,000.

The Agreement is governed by, and will be construed in accordance with, the laws and procedures of Iceland, without regard to its conflict of law principles. The laws of Iceland shall apply to the exclusion of CISG and UCITA, whereby the terms of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to these General Terms or any other agreement between Us and Our users. Further, the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted.

If You are a Company, the exclusive jurisdiction for all disputes arising out of or related to the Agreement is Iceland.

We may identify You as Our customer in Our promotional materials. You may request that We stop doing so by submitting an e-mail to Your contact with Us. Please note that it may take Us up to 30 days to process Your request. We may, without identifying you, use statistics, metrics, and results from our Services to You for publicity purposes.

Any notice You send to Us must be given in writing. Your notices to Us will be deemed given upon Our receipt.

While the Agreement is in force and for a period of twelve (12) months after its termination (for whatsoever reason) You and your affiliates undertake not to directly or indirectly solicit any of Our employees, officers, or advisors.

Neither Party shall 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 which 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, refusal of a license by a government agency, a plague, epidemic, pandemic, outbreaks of infectious disease or other similar public health crisis, including restrictions such as quarantine imposed as a result of such health crises, that materially affect that Party´s possibility to perform an obligation. Notwithstanding the foregoing, any payment obligation shall in any event not be excused for longer than a maximum of fifteen (15) days.

You may not assign the Agreement without Our prior written consent. We will not unreasonably withhold Our consent if the assignee agrees to be bound by the terms and conditions of this Agreement. We may assign Our rights and obligations under this Agreement (in whole or in part) without Your consent.

If any provision of the Agreement is held to be void, invalid, unenforceable, or illegal, the other provisions shall continue in full force and effect.

This Agreement may not be modified or amended by You without Our written agreement (which may be withheld in Our complete discretion without any requirement to provide any explanation).

No failure or delay by the injured Party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity.

The Parties are independent contractors. The Agreement shall not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give one Party the express or implied right, power or authority to create any duty or obligation of the other Party.