Terms And Conditions

1. General

Carefully read these Terms & Conditions before using the e-recruitment provided by Cogniwave Dynamics or made available by Cogniwave Dynamics (a private consulting and recruiting firm) incorporated under the laws of Luxembourg and registered with the Luxembourg Business Registers (LBR) under number No.LU 25870167, and Cogniwave Dynamics registered in France under the number SIRET 88456611800011 whose registered office are at 33 - 39 Rue du puits Romain, L8070 Bertrange, LUXEMBOURG and 10, rue de Penthièvre, 75008 Paris (Cogniwave Dynamics); such e-recruitment services and any other services and features (including products, websites, mobile applications, software or other technologies and content) offered or made available by Cogniwave Dynamics are hereinafter referred to as "Cogniwave Dynamics Services".

By accessing the Cogniwave Dynamics Services, you (the "Applicant" or " Client") accept and agree to become bound by the terms and conditions outlined in the Terms & Conditions. If you do not accept the policies or do not understand any information set forth therein, do not use the Cogniwave Dynamics Services.

By accepting the Terms & Conditions you acknowledge that you entirely understand the Policies and any information set forth therein and you certify that you are over fifteen (15) years old (or if applicable any higher age required in your country of residence to use Cogniwave Dynamics).

Please note that you should read the Terms & Conditions, including the documents referred to therein (in particular the Cogniwave Dynamics Privacy Policy) (altogether the "Policies"), carefully before you use the Cogniwave Dynamics Services, as the Policies define your rights and responsibilities in dealing with Cogniwave Dynamics.

2. Cogniwave Dynamics’s commercial activities

Cogniwave Dynamics offers human resource applications and consulting allowing you to make use of the Cogniwave Dynamics Services to submit job or consultant applicants (whether spontaneously and general or for a specific job or consultant position advertised by a client) via the Cogniwave Dynamics Services with a client ("Application") while at the same time providing client with e-recruitment services and features (e.g. the possibility to post ads, and receive Applications analysed by Cogniwave Dynamics ) which allow to create a detailed employability profile of Applicants and to determine by recourse to NLP which Applicants are suited for a job or consultant position with such client.

3. Interpretation

In the Terms & Conditions, unless the context otherwise requires:

• a reference to a document is a reference to that document as modified or replaced from time to time.
• a reference to a person shall include any Cogniwave Dynamics corporation, or any corporate body wherever incorporated.
• words importing the singular shall be treated as importing the plural and vice-versa.
• any heading, caption, or section title contained in the Policies is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. In the event of any inconsistency between the Policies and other agreements, the Policies shall prevail to the extent of the inconsistency.

4. Use of the Cogniwave Dynamics Services

4.1. General

As long as you agree to and comply with the Terms & Conditions, Cogniwave Dynamics grants to you a personal, non commercial, non-exclusive, non-transferable, non-sublicensable, and limited right to access and use the Cogniwave Dynamics Services under the conditions outlined in the Terms & Conditions.

Depending on your country of residence, you may not be able to use all the functions of the Cogniwave Dynamics Services. It is therefore your responsibility to know and abide by the differing rules and laws in your own country of residence and/or the country from which you access the Cogniwave Dynamics Services.

4.2. Important information: Cogniwave Dynamics & Clients’ discretion & Consulting’ discretion

Please note that Cogniwave Dynamics does exercise some control or command though its administration module, on any content, information, or data introduced, exchanged, published, disseminated, or otherwise made available to you by clients in the course of your use of the Cogniwave Dynamics Services or by Cogniwave Dynamics ou Cogniwave Dynamics directly.

But on the other with Cogniwave Dynamics, the candidate or the consultant can validate his experiences, diplomas, and certifications by sending an email through the platform www.CogniwaveDynamics.com after having created his login and completed his profile. The email can only be sent once and there are alerts from the start (message in red). The mail sent, can never been recalled and cancelled.

Please also note that, notwithstanding the advantages of the Cogniwave Dynamics Services, the final decision of the client to hire or to not hire an Applicant (candidate or consultant) always remains at the client’s sole and exclusive discretion and responsibility. Cogniwave Dynamics shall not be held responsible for any decision taken by the client.

Under no circumstances or grounds, Cogniwave Dynamics may be considered as being a party to an Application, a contract entered into by an Applicant and a client , any communication made via the Cogniwave Dynamics Services, or any related disputes between you and the client. As such, Cogniwave Dynamics shall not be liable for or concerning any Application or Job Contract (either concluded or not concluded) or any performance, or payment thereunder.

In term of recruitment, the resume is never sent to the client with the name of the candidate and without the agreement of him. It always remains anonymous.

In term of consulting, the resume is never sent to the client with the name of the consultant and without the agreement of him (if the consultant is a contractor). It always remains anonymous.

4.3. General conditions

All the missions accepted by Cogniwave Dynamics are subject to the present "General Conditions". In case of conflict with other conditions, these "General Conditions" shall prevail, unless Cogniwave Dynamics or Cogniwave Dynamics expressly accepts the client's conditions on a written document.

The client shall pay Cogniwave Dynamics 's fees or invoices as outlined in his contract addendum, which is an integral part of this Agreement. The fees are calculated according to the rate or amount retained by Cogniwave Dynamics, plus VAT, or other equivalent taxes.

If the candidate or the consultant presented by Cogniwave Dynamics is not retained by the client or if he/she rejects the employment offer (or collaboration) made by the client and is subsequently employed by (or collaborates with) the Client within 12 months from the date of sending the CV to the client, the client shall pay the fees provided for to Cogniwave Dynamics.

If the client introduces a candidate Cogniwave Dynamics selected for him, to another person or Cogniwave Dynamics, and if the candidate is employed by (or collaborates with) this person or Cogniwave Dynamics within 12 months from the date of the first presentation of the candidate's CV to the client, the client shall pay the fees provided for to Cogniwave Dynamics.

If for a given assignment, the client decides to hire (or collaborate with) several of the candidates presented by Cogniwave Dynamics, instead of one as contractually agreed, the client shall pay Cogniwave Dynamics the fees or the invoice corresponding to each of the candidates thus placed or corresponding to each of the consultants, per the terms and conditions set forth.

The Client undertakes to inform Cogniwave Dynamics of the occurrence of any hiring of a candidate(s) per these terms and conditions within 15 days, and particularly, the terms of the employment contract approved by the successful candidate(s).

In case of recruitment, The Client shall bear the transportation and other expenses incurred by the Candidate(s) transportation to an interview at The Client's premises.

The Client shall arrange for all medical examinations and take all necessary steps for the candidate to obtain a work permit or other authorization. Furthermore, The Client shall ensure that he is in full compliance with the applicable labour legislation.

Cogniwave Dynamics will endeavour to ensure the suitability of the candidates presented to The Client and maintain a high quality of service and integrity, but it does not expressly or implicitly guarantee the suitability of the candidates presented to The Client.

Cogniwave Dynamics shall not be liable to The Client for any damages, losses, costs, claims, or expenses incurred or sustained by The Client as a result of the recruitment or hiring of the candidates.

Cogniwave Dynamics will put in its best efforts to fulfill the terms of the contract but is not committed to the result.

In the event of The Client’s delay of the payment of an invoice issued by Cogniwave Dynamics (Cogniwave Dynamics and Cogniwave Dynamics) under this Agreement, Cogniwave Dynamics shall be entitled to demand payment of the interest due, provided that such late payment is not caused by a fault of Cogniwave Dynamics or by an event of force majeure

Attributive clause of competence: all the litigations relating to the application of the present contract will be of the exclusive competence of the court in force.

If a candidate terminates the contract within the trial period following the signature of the work agreement, the conditions defined in the rider will apply.

4.4. Unlawful & prohibited use

You shall not use the Cogniwave Dynamics Partners Services for any purpose other than your own personal and non commercial use and you expressly accept to not submit any information or Application for any other person or to assist others in doing so without such person’s express prior consent. Besides any internal action, Cogniwave Dynamics or the Client may take, such as the deletion of the information or Application submitted, Cogniwave Dynamics may also elect to take further action against you, including any possible claim for damages.

You shall in particular not access or use the Cogniwave Dynamics  Services:

• for any purpose that is unlawful or prohibited by the Policies.
• in violation of any applicable laws, or of the Policies
• in any manner that could damage, disable, overburden, or impair the Cogniwave Dynamics infrastructure (e.g. the Cogniwave Dynamics servers or its IT material)
• to perform a criminal activity
• to obtain or attempt to obtain any materials or information by any means not intentionally made available to you by Cogniwave Dynamics or the Client.
• make derivative works incorporating any of the elements of, or reverse-engineer or decompile or try to access and/or modify in any way the source codes of any software protected by Cogniwave Dynamics’s intellectual property rights.

5. Intellectual property

5.1. Ownership, Names, Images & Logos

Unless specifically stipulated otherwise, all materials related or relating to Cogniwave Dynamics or otherwise promoted by Cogniwave Dynamics are the property of Cogniwave Dynamics and are protected by copyright, trademark, and other applicable laws.

Cogniwave Dynamics holds and reserves all intellectual property right concerning the Cogniwave Dynamics Services, such as the trademarks, service marks, and logos of Cogniwave Dynamics and all other content and materials, in particular names, images, logos, software, text, graphics, data, prices, trades, charts, graphs, video and audio (whatever may be their format), relating to or identifying Cogniwave Dynamics in whatsoever form (e.g. text, graphic, images, audio, video, HTML code, buttons, trademarks, software, logos).

The provisions enshrined in the foregoing paragraphs of this section apply identically to third parties and/or their products including their services.

5.2. Restrictions

Except as expressly authorized in the Terms & Conditions, you must not, and must not permit, allow or help any other person to copy, reproduce, modify, republish, upload, post, transmit, scrape, collect or otherwise distribute the Cogniwave Dynamics Services in any form or by any means, whatsoever.

You must in particular not:

• use the Cogniwave Dynamics Services for any other purposes than your purely personal purposes (e.g. you must not allow a third party to access or otherwise use Cogniwave Dynamics for any competitive analysis, commercial, professional, or other for-profit purposes)
• copy the Cogniwave Dynamics Services
• modify, adapt, or create derivative works of Cogniwave Dynamics
• offer, rent, lease, loan, resell, transfer, sublicense or distribute the Cogniwave Dynamics Services to others
• decompile, disassemble or reverse-engineer the Cogniwave Dynamics  Services or otherwise attempt to derive any software source code, algorithms, methods, or techniques used or embodied in any of the features offered by Cogniwave Dynamics
• disclose to any third party the results of any benchmark tests or any other evaluation of the Cogniwave Dynamics Services
• remove, alter, obscure, cover or change any intellectual property right, trademark, copyright, or other proprietary notices, labels or markings from or relating to the Cogniwave Dynamics Services.

Any violation of this Section consists of a material breach of the Terms & Conditions and shall, without prejudice to any other legal action Cogniwave Dynamics may take (in particular Cogniwave Dynamics’s right to claim damages), entail the right for Cogniwave Dynamics to suspend and terminate without notice or any other formality the provision of any service to you.

By using the Cogniwave Dynamics Services:

• you remain entirely, solely, and exclusively responsible and liable for any content, information, or data introduced, exchanged, published disseminated, requested, or made available or otherwise submitted by you via the Cogniwave Dynamics Services (“Applicant Content” or “Employer Content”). You shall only submit accurate information, correct, complete, reliable, and not misleading and you shall update your Personal Data immediately if it changes or is inaccurate;
• you warrant that you hold all necessary rights to publish submit and/or transmit any Applicant Content.

6. Warranties

No warranty is given that this web application shall be available on an uninterrupted basis, and no liability can be accepted in respect of losses or damages arising out of such unavailability. Cogniwave Dynamics does in particular not warrant that it will operate the Cogniwave Dynamics Services in a manner that is error-free, virus-free, bug-free, or in an uninterrupted, timely, secure, accurate, complete, or compatible with your equipment or electronic communications facilities.

Cogniwave Dynamics does, to the largest extend permitted by law, not warrant that the Cogniwave Dynamics Services meet your requirements or expectations or that it will fit any particular purpose. Cogniwave Dynamics does in particular, not provide any warranty as regards the successful securing of a job or consultant position with a Client.

Any and all further warranties, not expressly outlined in the Policies are formally excluded.

7. Termination and Suspension

You may terminate your use of the Cogniwave Dynamics Services, immediately and at any time, without reason and recourse to the courts, by sending an email to info@CogniwaveDynamics.com.

Cogniwave Dynamics is entitled to terminate or to temporally suspend the provision of Cogniwave Dynamics (including your Job Application), without reason and recourse to courts, by written notice sent to you via e-mail. Cogniwave Dynamics shall, in particular, be entitled to permanently delete any Applicant Content or any Employer content, or to prohibit you from accessing and using the Cogniwave Dynamics Services, in particular in the event:

• of a violation by you of Section 4 of the Terms & Conditions (Unlawful & prohibited use);
• of a violation by the Applicant of Section 5 of the Terms & Conditions (Intellectual property);
• you or your Applicant Content or your Employer content represent a threat, in particular from a technical and IT point of view, for the security of the Cogniwave Dynamics Services, Cogniwave Dynamics, other Cogniwave Dynamics users, or third parties.

Any violation or infringement by the Client (i) of its obligations when dealing with Cogniwave Dynamics or (ii) of the rights of either Cogniwave Dynamics, you, or any third party (such as any unlawful dissemination of Applicant Content) shall constitute a material breach of the Client’s obligations which may lead to the termination or suspension of any contract or agreement between Cogniwave Dynamics and such Client. As a consequence, the termination or suspension of any contract or agreement between Cogniwave Dynamics shall allow Cogniwave Dynamics – without any right to indemnification for you – to withdraw and delete any Applicant Content submitted to such Client, in whole or in part.

8. Exclusion of Liability

To the largest extent permitted by law, Cogniwave Dynamics shall only be liable for gross negligence or willful misconduct, and in no circumstances shall such liability exceed a total amount of thousand euros (1.000 EUR).

Cogniwave Dynamics shall, to the largest extend permitted by law, in particular not be held responsible or liable for:

• any loss or damage, of whatsoever nature and in particular possible discrimination, arising out or being related to the use of the Cogniwave Dynamics Services;
• any loss or damage, of whatsoever nature, arising out or being related to the Client’s decision to hire or to not hire an Applicant, including any decision taken by the Client on the basis of the Cogniwave Dynamics Services or being related to the performance of a Job Contract (either concluded or not concluded or any performance or payment thereunder).

9. Indemnification

You shall, to the largest extent permitted by law, defend, indemnify, and hold Cogniwave Dynamics , including any member of the Cogniwave Dynamics corporate family, its partners, its managers, affiliates and/or employees ("Cogniwave Dynamics Affiliates"), harmless from and against any action, claim, suit, proceeding, loss, liability, damage, cost or expense (including, without limitations, any legal fees) arising out of or related to your use of the Cogniwave Dynamics Services or violation by you of your obligations under the Policies, whether directly or indirectly.

In the event Cogniwave Dynamics receives any action, claim, suit, proceeding, loss, liability, damage, cost, or expense from a third party as specified above, Cogniwave Dynamics reserves the right (i) to discontinue your access and/or use of the Cogniwave Dynamics Services and (ii) to block or delete all or part of your Applicant Content or your Employer content.

10. Data protection

The Cogniwave Dynamics Partners  Privacy Policy gives you additional information on the processing of your Personal Data when accessing or using the Cogniwave Dynamics Services.

11. NLP: Natural Language Processing

Programming languages are written specifically for machines to understand. Our human languages are not; NLP enables clearer human-to-machine communication, without the need for the human to “speak” Java, Python, or any other programming language.

Natural Language Processing (NLP) is a set of tools that allow machines to extract information from text or speech. It is a core technology that enables virtual assistants to process your verbal and written queries and respond with some degree of accuracy.

NLP is how a machine derives meaning from a language it does not natively understand – “natural,” or human, languages such as English or French – and takes some subsequent action accordingly. NLP is widely considered a subset of machine learning and both fall under the larger umbrella category of artificial intelligence.

Cogniwave Dynamics uses NLP to process candidates’ resumes and documents more effectively to provide the most accurate analysis.

12. No advice

For the avoidance of doubt, Cogniwave Dynamics does not provide any advice in connection with or related to your use of the Cogniwave Dynamics Services (in particular your Applicant Content or your Employer content).

Any decision to submit an Application or any Applicant Content you choose to submit via the Cogniwave Dynamics Services is exclusively your decision and Cogniwave Dynamics will not be liable for any loss or damage suffered in relation thereto.

13. Age limit

You shall only access and use the Cogniwave Dynamics Services if you are over fifteen (15) years old (or, if applicable, any higher age required in your country of residence).

14. Availability and modification of the Terms & Conditions

The Terms & Conditions have been made available to you prior to your use of the Cogniwave Dynamics Services (in particular before you submitted an Application) and remain available on the website of Cogniwave Dynamics.

Cogniwave Dynamics reserves the right to revise, change, modify, update, supplement, add or remove portions of the Terms & Conditions, at any time, in an exercise of its sole discretion. When Cogniwave Dynamics makes such changes to the Terms & Conditions, Cogniwave Dynamics will notify such changes to you by making the amended Terms & Conditions available on its website (“amended Terms & Conditions").

It is your responsibility to review the amended Terms & Conditions.

Your continued use of the Cogniwave Dynamics Services after the notification of such changes, or the absence of any objection thereto, constitutes your acceptance of the amended Terms & Conditions, meaning that all actions after the notification of such changes, of whatsoever nature, will thus be governed to the amended Terms & Conditions.

15. Contact Cogniwave Dynamics

If you have any questions or complaint relating to the Policies or the Cogniwave Dynamics Services or any other matter, please contact info@CogniwaveDynamics.com.

16. Miscellaneous

The use of Cogniwave Dynamics is personal to you and you may not assign any of your rights and obligations under the Terms & Conditions to any other party.

Cogniwave Dynamics may, in particular in case of acquisition or merger, freely assign any of its rights and obligations under the Policies to any other party.

Except specifically stipulated otherwise, the Policies shall supersede any and all prior or contemporaneous written or oral agreements between the Parties concerning such subject matter.

Except specifically stipulated otherwise, no failure or delay of Cogniwave Dynamics or Cogniwave Dynamics Affiliates to exercise any right or remedy under these Policies shall be considered as a waiver of such right or remedy, or any other right or remedy under the Policies.

No waiver is effective unless it is given in writing.

Any notice by or to Cogniwave Dynamics and any notice by and to you in connection with the Policies must be served first and foremost by using the messaging facility on the Website or by sending an email to info@CogniwaveDynamics.com. Such notice shall be considered as equivalent to paper documents, including for evidence purposes.

You or Cogniwave Dynamics may however also serve a notice by fax, hand delivery, post, or courier. In such a case, any notice to Cogniwave Dynamics must be served at Cogniwave Dynamics’s address
( Cogniwave Dynamics or Cogniwave Dynamics) .

Cogniwave Dynamics will serve any such notice to you at your email address, or any other address indicated in your Application or otherwise available to Cogniwave Dynamics.

If any provision of the Policies is found to be invalid, unlawful, or unenforceable, then such provision shall be severed from the Policies, and the legality, validity, or enforceability of the remainder of the Policies shall not be affected. In such case, you shall immediately negotiate in good faith a valid replacement provision with Cogniwave Dynamics, which is as close as possible to the original intention of the severed provision and has the same or a similar economic effect.

17. Applicable law & Jurisdiction

The provision of the Cogniwave Dynamics Services and the Policies are governed by and construed under the laws of the Grand-Duchy of Luxembourg, excluding to the largest extent legally permitted by law any provisions of Luxembourg private international law as well as any provision of law that would result in the application of the law of a different jurisdiction. This shall be without prejudice to the protection of the mandatory provisions of the law of another Member State of the European Union that would be applicable in the absence of the present paragraph.

Any disputes arising from or being related to the provision of the Cogniwave Dynamics Services or being related to the Policies shall be submitted to the jurisdiction of the Courts of the district of Luxembourg-City (Grand-Duchy of Luxembourg).