Skillspace.ai (formerly DPhi Assessment) & Crowdsourcing A.I Platforms (“Platform”) are operated by DPhi Tech BV (“DPhi”, “we”, “our” or “us”), a company registered in Leuven, Belgium, that with its affiliates provides a global ecosystem empowering companies to crowdsource A.I and hire the best tech talent using real-world A.I and Coding Challenges. 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICE. By accessing, or otherwise using this Platform or Service you (as defined herein) represent that you (i) are at least 18 years of age or the minimum legal age in your country to be considered a major (ii) have read and agree to the terms mentioned hereby. If a minor uses the Services, DPhi assumes consent for the Terms and other related aspects and conditions is being given by the legal guardian and individual terms such as “You,” “Your,” or “Customer” will be interpreted accordingly.

If you are using our Services and entering into this agreement on behalf of a company or a legal entity, you represent that you have the required authority to bind the entity and its affiliates to these terms and conditions. If you do not agree with these terms and conditions, you can choose not to use the service. If you have any questions relating to the Terms of Service, please contact us at [email protected]. 

1. Definitions

• “We,” “Us,” “Our” or “DPhi” means DPhi, a Belgian corporation registered as DPhi Tech BV, headquartered in Diestsevest 31 PB 601 /3000, Leuven, Flemish Brabant, Belgium, EU.
• “You,” “Your,” or “Customer” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
• “Party” means either Customer or DPhi.
• “User” means a person who accesses the Service to conduct an assessment.
• “Service Order” means an ordering document specifying the Services to be provided to Customer hereunder that is entered into between Customer and DPhi, and includes a description of what is being ordered, product and service specifications, quantity, price, service levels, payment terms and order duration. Once signed by both Customer and DPhi, each Service Order shall be incorporated by reference and subject to the terms of this Agreement.
• “Agreement” means these Terms of Service along with any Service Order, Statement of Work, and any Exhibits or Appendices that are entered into between Customer and DPhi.
• “Services” means the products and services ordered by You under this agreement or Service Order and made available to You by DPhi including online services, tools, and software for A.I/Coding challenges used to recruit and screen software developers.
• “User Content” means all text, information, material, data, software, applications, database content, executable codes, images, audio or video material, including the metadata relating to any such content, in whatever medium or form provided by you or by us in relation to the Platform.
• “Fees” means the amount payable by you to us in consideration for our Service, as stated during signup on our Platform or in the Order Form.
• “Plan” means the paid Service subscribed by the Customer by submitting the required details and making payment via the Platform.
• “Candidate” any person who takes or is expected to take an assessment set up and owned by the Customer.
• “Payment Processors” means third parties utilized by DPhi from time to time to enable payment processing for the Service via the Platform.
• “Community Terms of Service” means the terms of Service found on the Platform, which Candidates will be required to accept before using our Service.

2. Scope of Services

2.1 If You register on Our website for a free trial, DPhi will make the applicable Service(s) available to You on a trial basis free of charge until the earlier of(a) the end of the Free Trial period for which you registered to use the applicable Service(s), or (b) the start date of any Service Order entered into between You and DPhi for such Service(s). Additional Free Trial terms and conditions may appear on the Free Trial registration web page. 

Any such additional terms and conditions are legally binding and incorporated into this Agreement by reference.

The customer cannot transfer any data entered or customized during the free trial to a service that would constitute a downgrade from what was covered in the trial (for instance, from Growth Plan to Starter Plan). The customer must export their data before the trial period ends if they wish to downgrade to services that are not covered during the trial, or else their data may be permanently lost. Notwithstanding the “Disclaimers and Warranties” section and the “Indemnification” section below, the free trial is provided “AS-IS” with no warranty, and DPhi will have no obligations of indemnification nor liability of any type with respect to the Services for the free trial period.

2.2 While offering the Service, we represent and warrant that we will use commercially reasonable efforts to meet the highest industry standards and provide the Service according to the documentation.

2.3 Excluding holidays, we shall make available appropriate technical support to Customer during regular business hours. DPhi’s obligation to provide support services is subjected to the condition that the Customer makes reasonable efforts to solve the problem after consulting with DPhi, and provides DPhi with sufficient information and resources to correct the problem. While DPhi warrants to provide best possible support, DPhi will not be obligated to provide support when: (a) the problem is due to Customer’s negligence, hardware malfunction or any other cause that is beyond DPhi’s reasonable control; (b) the problem is due to a third party software not made available through DPhi; (c) the problem is with individual User’s desktop or browser or (d) Customer has not paid for the Services as required by the Agreement or any applicable Service Order.

2.4 DPhi will make commercially reasonable efforts to notify you of any planned maintenance that might impact the availability of the Service.

2.5 Customer shall report any unscheduled system downtime, bug, or defect in the Services to DPhi via [email protected] immediately upon becoming aware or receiving notice of such system downtime, bug, or defect.

2.6 In no event shall DPhi be liable for lack of availability due to: (1) outages caused by the failure of public network or communications components, (2) User errors, or (3) unauthorized use or misuse by Customer or anyone using any of the Customer credentials, given that Customer has taken industry-standard precautions to protect the Services from unauthorized access, intrusion, and disruption.

2.7 Customer is responsible for making all arrangements required to ensure that its employees, agents, and anyone else authorized by us, including its Candidates, can access the Service and acquire and maintain all required equipment and network connections in order to do so. It is the customer’s responsibility to make sure that their Candidates have the information they need to use the service. It is the customer’s responsibility to ensure their Candidates accept DPhi’s Community Terms of Service and Privacy Policy before taking an assessment on the Platform.

2.8 The number of Invites available to the Customer will depend on the plan selected by the Customer and the number of Invites subscribed for on the Order Form or during registration on the Platform (“Candidate Invites”). Once all the Candidate Invites have been used up, the Customer will no longer be able to grant Candidates access to the Service until the next subscription period. Customer will have the option to purchase additional Candidate Invites, usage rights or upgrade the Plan for an additional fee. All unused Candidate Invites will expire on the expiration or termination of an applicable Service Order. DPhi will use commercially reasonable efforts to notify you when you have exhausted your Candidate Invites.

3. Data Rights and License Grant

3.1 Non-Personally Identifiable Data License and Restrictions

Subject to the terms and conditions of this agreement, Customer agrees and hereby grants a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable license to DPhi to use, reproduce, copy, modify, do derivative works of, distribute, and otherwise exploit Non-Personally Identifiable Data for (i) providing the Services to you, and (ii) developing, enhancing and supporting the Services.

3.2 Data Ownership

Customer will retain all rights to the data or other materials uploaded or created by it through the Services of the Platform. By submitting, posting or displaying data including reports, information or other materials uploaded or created by the Customer or its Users, Customer grants DPhi a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute the data solely in conjunction with the Services and obligations under this Agreement. Additionally, the Customer represents and warrants that, with regard to any such data, it has all the right, power, and authority necessary for such a grant of rights.

4. Confidentiality

4.1. Confidential Information

“Confidential Information” means all information related to the past, current or proposed operations, products, technology, Services or business furnished by the Disclosing Party or its Representatives orally, visually or in writing to the Receiving Party or its Representatives.  Receiving Party shall maintain the confidentiality of the Confidential Information. Without obtaining the prior written consent of the Disclosing Party, the Receiving Party shall not disclose any relevant confidential information to any third Party. Furthermore, the Receiving Party will disclose the Confidential Information to third parties such as employees or contractors of the Receiving Party only on a need-to-know basis for purposes of this Agreement. The Receiving Party shall take reasonable measures to protect the secrecy of and avoid disclosure and/or unauthorized use of the Disclosing Party’s Confidential Information. Without limiting the foregoing, the Receiving Party will protect the Disclosing Party’s Confidential Information from disclosure and/or unauthorized use in the same manner as the Receiving Party protects its own confidential or proprietary information. This Section shall survive the termination of this Agreement for any reason.

4.2. Exceptions

The obligation of confidentiality with respect to Confidential Information will not apply to any information: that is or was (i) publicly known and available other than as a result of prior unauthorized disclosure by Receiving Party or any of its Representatives (ii) disclosed to the Receiving Party by a Third Party which, to the best knowledge of Receiving Party or its Representatives had the right to make such disclosure without any confidentiality restrictions (iii) disclosed by Receiving Party with the Disclosing Party’s prior written permission and approval (iv) independently developed by Receiving Party before disclosure by Disclosing Party and without the use and benefit of any of the Disclosing Party’s Confidential Information (v) shared after being legally compelled by applicable law, by any court, governmental agency or regulatory authority or by subpoena or discovery request in pending litigation. This is provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

4.3. Return of Confidential Information

At Disclosing Party’s option, the Receiving Party shall either promptly return, or destroy all Confidential Information of the Disclosing Party and permanently erase all electronic copies of such Confidential Information given that such destruction gets certified by a duly authorized representative of the Receiving Party. However, each Party shall be permitted to retain copies of the other Party’s Confidential Information for archival, audit, disaster recovery, legal and/or regulatory purposes; provided that any Confidential Information so retained will (i) remain subject to the obligations in this Agreement, (ii) be maintained under the retaining Party’s document retention policies, and (iii) not be used for any other purpose. 

5. Customer Obligations

5.1 No Resale

The Services of the Platform are to be accessed by Customer and its designated Users only for the use and Customer’s benefit, and not for resale or other transfer to, or use by or for the benefit of, any other person or entity. In case the Customer wants to resell DPhi’s products, it may write to [email protected].

5.2 Restrictions of Use

• You will not use the Service of the Platform for any purpose that is illegal or inconsistent with the Terms of Service. You will not attempt to copy, modify, create derivative works from, reproduce, reverse engineer, frame, mirror, republish, upload to, display, transmit or distribute all or any portion of the Platform or the Service. While retaining copyrights and other proprietary notices, you may download material from the Platform and/or print a reasonable number of copies for use within the Customer’s organization.
• You will not publish, distribute or disseminate any profane, defamatory, infringing or indecent content that negatively impacts the experience of Candidates and Users on the Platform. 
• You will not advertise or offer to sell or buy any goods or Services for any business purpose unless the Service specifically allows such content.
• You will not use any robot, spider, or any other device or application to copy, retrieve, archive or index any portion of the Platform that requires authentication or is disabled by the Platform. You will not use, transfer, distribute or dispose of any information or feature on the Platform in a manner that could compete with or negatively affect DPhi’s business.
• You will not use the Service in a way that could intentionally interfere with or damage the Service or any other Candidate or User’s experience of the Platform by any means. This includes uploading or otherwise disseminating viruses, corrupted files or similar software that could affect any security-related features of the Platform. 
• You will not attempt to gain unauthorized access to the Platform, or any part of the Platform, systems or networks connected to the Platform, or any part thereof, through hacking, password mining or any such means.
• You will promptly remove links that we find objectionable at our sole discretion and may not use any of our brand entities or trademarks as part of the link without our written consent. 
• You will not distribute or share particular User accounts among multiple employees or agents. Should you need accommodation for more Users than the current limit per your Agreement, please contact [email protected].

5.3 Price and Payment

• Customer is respons.ible for paying all applicable fees. All fees are due and payable when you sign up for the Service (unless otherwise specified in the Order Form).
• DPhi’s payment processing is handled by Third-Party Payment Processors, who we may use from time to time. There may be some instances in which payments for the Services are processed via Order Form. In such cases, payments may be made by cheque or bank transfer.
• Your credit card information is not collected or stored by DPhi. In addition, you represent and warrant that the selected credit card or other payment method is authorized for use on the Platform and that you authorize our Payment Processor to charge the designated payment method for the total amount of your transaction and any applicable fees (including any applicable taxes and other charges). If you provide an invalid or unverifiable payment method, your account may be suspended or cancelled. 
• Unless otherwise stated, all fees are exclusive of sales tax, VAT and any other taxes. This agreement requires the Customer to pay all taxes imposed in connection with this agreement and are imposed under the authority of federal, state, or local taxing authorities. This Customer obligation expressly excludes foreign, federal, state and local taxes based upon DPhi’s revenues, net income, number of employees, or corporate existence.

 

6. Term and Termination

6.1 Term

As set forth in the Service Order, the term of each Service Order remains the same unless earlier terminated pursuant to the terms of this Section 6. The Agreement shall commence upon the Effective Date and remain in full force and effect until all Service Orders hereto have expired or been terminated in accordance with this Section 6.

6.2 Termination at Will

This agreement can be terminated by either Party by providing the other with a written notice of 15 days prior to the termination without providing any reason.

6.3 Termination for Cause

Upon 30 days written notice, both Parties shall have the right to terminate this Agreement or the applicable Service Order in their entirety if the other Party breaches their obligations under this Agreement or the applicable Service Order, and the other Party does not remedy said breach within that time frame. 

6.4 Effect of Termination.

Should this Agreement be terminated or expire, all licenses granted by us under these Terms of Service will terminate immediately and your access to and use of the Service will cease. The Customer shall be relieved of all payment obligations if this Agreement and/or any Service Order are terminated in accordance with Section 6.2 except for those Services already performed as of the termination date. However, Sections 1 (Definitions), 4 (Confidentiality), 5 (Customer Obligations), 9 (Indemnification), 10 (Intellectual Property Rights), 11 (Limitation of Liability), 12 (Miscellaneous) of these Terms of Service shall survive any termination or expiry.

7. Disclaimers and Warranties

• Customer understands and agrees that DPhi in a timely manner and at no cost to Customer will update the documentation for the Services in accordance with material changes and updates.
• Unless expressly stated in this agreement, the Customer accepts the Platform and the Service on an “as is” and “as available” basis. DPhi, its suppliers and partners disclaim all warranties, express or implied, other than those explicitly provided herein, to the fullest extent permitted by applicable legislation, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. DPhi, and its suppliers and partners, do not warrant that the features contained in the Service will be uninterrupted or error-free. There are no warranties or representations made by DPhi, its suppliers, or its partners regarding the use of or the results of using the Service, whether in terms of correctness, accuracy, or reliability. Except as otherwise specified herein. You understand and agree that you download or otherwise obtain media or other data through the use of the Service at your discretion and risk. Specific laws in your jurisdiction may not allow limitations on implied warranties or the exclusion or limitation of certain damages. In such cases, disclaimers, exclusions, and limitations may not apply to you, and you may have additional rights.
• DPhi represents and warrants that: (i) it has obtained all necessary rights to comply with its obligations under this Agreement and to allow the Customer to exercise its rights under this Agreement; (ii) there are no pending, or to its knowledge, threatened claims, demands or litigation on the Services or Software; and (iii) DPhi will in the provisions of the Services and Software comply with all applicable laws.
• During the term of this Agreement, Customer represents and warrants that its Services, products, materials used in connection with this Agreement and the Services do not and will not violate any applicable law or regulation or infringe any intellectual property or other rights of third parties.

8. Indemnification

Each Party hereto agrees to indemnify and save harmless the other Party hereto and including, where applicable, their respective affiliates, directors, officers, employees and agents harmless from and against and agree to be liable for any losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatever nature or kind, incurred by the Indemnified Party that arises out of: a. Breach of any of its obligations, covenants or representations and warranties under this Agreement; or b. Violation of any applicable laws; or c. Infringement of intellectual property rights of any Third Party.

9. Intellectual Property Rights

• All intellectual property rights in the Service and Platform, as well as in any material written or published on it, including, but not limited to, all Test results, are owned by us or are licensed to us. As noted above, unless expressly authorized under the agreement, these rights are reserved, and no rights are granted or transferred hereunder. 
• In connection with providing the functionality of the Service (including through third-Party providers and contractors who help us provide the Service), as part of the Service, you, as a result of this, grant DPhi a non-exclusive, perpetual, royalty-free, worldwide and irrevocable license to use any Content (including but not limited to test cases and source code) provided by you through the Platform. As a Customer, you are responsible for ensuring that you have the rights or permission needed to comply with these Terms of Service.
• Any code entered into the Platform may, without limitation, be stored and used by DPhi and its third-Party providers and contractors who help DPhi provide the Service in any way for assessment, anti-cheating measures, demonstrating to third parties, and analysis.

10. Limitation of Liability

• Under no circumstances, including, but not limited to, negligence, shall DPhi or its affiliates, contractors, employees, agents, or third-Party partners or suppliers, be liable to you for any special, indirect, incidental, consequential, or exemplary damages resulting from Customer’s use or the inability to use the Platform and all other elements of the Service, even if DPhi or its authorized representative has been advised of the possibility of such damages. In some cases, the law does not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. The liability of DPhi will be limited as far as permitted by law in such cases.
• DPhi’s maximum aggregate liability under or in connection with this agreement shall not exceed the total amount payable to DPhi by the Customer for the six (6) months preceding the date the cause of action arose.

11. Miscellaneous

11.1 Force Majeure

Except for payment obligations, in no event shall Either Party be held responsible or liable for any failure or delay in the performance of its obligations hereunder caused directly or indirectly by circumstances beyond the reasonable control of such Party. This includes but is not limited to acts of God, natural or nuclear calamities, accidents, civil disturbances, computer/network viruses that are not preventable through generally available products,  insurrections, or accidents.

11.2 Notifications

We may send you notice at the email or postal address you provide to us by posting a notice on your website or in any other way we deem appropriate. All agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. Any legal notices you must send to DPhi under these Terms of Service must go to [[email protected]]. 

11.3 Relationship

Parties to this agreement are independent contractors. Nothing in this agreement will be construed to create an agency relationship, employment relationship, partnership, fiduciary relationship, or joint venture between the parties. Neither Party (nor any agent or employee thereof) will make any representations or warranties or incur any liability on behalf of the other.

11.3 Copyright Policy

DPhi respects the intellectual property of others and asks that Users of our Service do the same. You may submit a notification to our copyright agent if you believe that any content on DPhi infringes Your copyright by sending an email to [email protected].

11.4 Publicity

Customer grants DPhi the right to use the name and logo of its company in marketing or promotional messages in other public or private communications with current and prospective clients in accordance with Customer’s trademark usage and brand guidelines. DPhi respects its clients’ right to opt out of this, so please send us an email at [email protected] letting us know that your business does not wish to be used as a reference.

11.5 Governing Law

Unless explicitly stated, these Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Belgium and jurisdiction of Leuven.

11.6  Entire Agreement; Counterparts.

Unless otherwise indicated, the Exhibits attached hereto are incorporated herein by reference, constitute an integral part of the agreement, and should be read and interpreted together with the agreement. (including all addenda attached hereto) constitutes the complete, exclusive, and final agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, or discussions between the parties regarding this subject matter. If any provision of this agreement is modified, amended, or any rights under it are waived, it must be in writing and signed by the parties.

11.7 Privacy Policy

Your use of DPhi is also subject to the DPhi’s Privacy Policy, which explains how we treat Your personal information, and provides information about our data protection practices.