Terms of Service

Last updated: 12 January 2024

1. Applicability

These Terms of Services (also “Agreement”) shall govern the commercial relationship between you and us. Where used in this Agreement, references to: (a) “we”, “our”, “us” means HRMNY ME SIA, registry code 40203530201, address Dzeņu iela 7 k-1 - 154, Rīga, LV-1021 Latvia and, as applicable, any of its directors, officers, shareholders, employees, advisors, contractors, subsidiaries and any of its affiliated corporate entities, providing certain Services (as defined below) based on the Commercial proposal (as defined below) and (b) “you” and/or “your” mean the individual or entity who wishes to use our Services.

By paying the Invoice (as defined below) you (a) confirm that you are aware and comply with the present Agreement and agree to be bound by this Agreement and (b) represent and warrant that you are authorized and lawfully able to enter into this Agreement.

Additional terms or service conditions may apply and be shown separately. These additional terms become part of your Agreement with us, and all the policies made available to you therein must be followed. If you do not agree to all the terms and conditions of this Agreement, then you may not use any of our Services.

We reserve the right, at our sole discretion, to change, modify, add or remove portions of any part of these terms and conditions of this Agreement, at any time. We reserve the right to change the descriptions and Services offered from time to time. We will notify you about the changes to this Agreement by e-mail. Your continued use of our Services means that you accept and agree to the changes.

2. Definitions and interpretations

References to the following words shall have the meanings set out below:

Agreement: any standard terms imposed by us to regulate the commercial relationship between you and us, including these terms of service

Commercial proposal:  a detailed overview, including Price and term of the Services offered by us to you 

Invoice:  includes as a pre-payment invoice, as a final invoice for the Services offered by us and paid by you

Services:  candidate assessment, employee assessment, team assessment, HR consultancy, coaching and other services provided by us to you under the terms of this Agreement

Price: the Agreement price payable to us by you for the Services on the basis of an Invoice. The frequency, currency and other terms of payment shall be set out in the Commercial proposal or/and the Invoice

References to the word include or including (or any similar term) are not to be construed as implying any limitation and general words introduced by the word other (or any similar term) shall not be given a restrictive meaning because they are preceded or followed by words indicating a particular class of acts, matters or things.

3. Priority of documents

The documents forming the Agreement are to be taken as mutually explanatory of one another. If there is any conflict, ambiguity or discrepancy, the priority of the documents shall be in accordance with the following sequence:

1) Invoice 

2) Commercial proposal   

3) these Terms of Service (the Agreement)

4. Commercial proposal

In order to access the Services, you must first accept the Commercial proposal which we provide to you personally, pay the Invoice issued by us and be in compliance with the present Agreement. 

Any natural person with full active legal capacity and at least 18 years old or any legal person may apply for the Services. You must provide your real name and full personal information and/or company registration information. All information you provide to us to prepare a Commercial proposal for you must be accurate, complete and up-to-date, which must be complied with Law on International and National Sanctions of the Republic of Latvia as well with national (Latvian) and international Anti Money Laundering legislation. You may not provide any false information, or get involved in the Commercial proposal for anyone other than yourself, without respective authorization. The representative of a legal person entering into the Commercial Proposal on behalf of the legal person must ensure that they have all the necessary rights and powers to do that.

We reserve the right to refuse to offer you the Commercial proposal or suspend their conclusion without additional explanation. Acceptance of the Commercial proposal implies full and total acceptance of all our policies, including these terms and conditions.

In case we find at our sole discretion that  you have provided inaccurate or incomplete information or thereafter or you have violated the Agreement,we may temporarily suspend the provision of the Services without refund until the cause for such violation has been eliminated; or if that cannot be eliminated, or you refuse or fail to eliminate it, terminate the Agreement. You agree that we will not be liable for any damages to you or to any third party for termination the Agreement as a result of any violation of the Agreement by you.

5. Price and payment aggangements

All payments under the Agreement shall be made on the basis of Invoices issued by us in accordance with the terms of the Commercial proposal.

Payment shall be deemed to be made when funds are credited to our current account specified in the Invoice.

After you acceptance of the Commercial proposal, we might issue a pre-payment invoice. The Services will be provided within a period of performance indicated in the Commercial proposal which beginning on the date of receipt of the pre-payment.

If we are unable to perform the Services or any part thereof within the time specified in the Agreement, you may demand the contractual penalty of 0.05% of the Price for each day of delay up to a maximum of 10% of the Price. Payment of the contractual penalty shall not relieve us of our obligation to provide the Service to you and other obligations under this Agreement.

If you fail to pay the our’s Invoices within the time limits specified in the Invoice, we may claim the contractual penalty of 0.1% of the Price for each day of delay, but not more than 10% of the Price. Payment of the contractual penalty shall not relieve you of your obligation to pay the Invoice in full and of its other obligations under the Agreement.

In the event that the performance of the Service was not commenced due to the fault of us, we shall be obliged, upon receipt of the your’s request, to repay the received pre-payment within 5 (five) days.

If we are unable to perform the Service because you have failed to fulfil your obligations under the Agreement (e.g. to provide a list of employees with their emails and mobile phone numbers), the period of performance shall be extended in proportion to the period of your delay and we shall retain the full amount of the pre- payment received.

You will pay us the Price via the means of payment available in our confirmation e-mail after you accepted our Commercial proposal. You irrevocably authorize us to charge the Price from your credit card if such payment method is made available and has been selected by you. We do not store and use any of your payment method information (credit card and payment data) since all your payment method(s) information is processed by the payment provider.

The Price shall include Latvian value added tax (VAT). You shall provide us with any information we reasonably request to determine whether we are obliged to collect VAT from you.

If according to applicable law it is your responsibility to declare, pay or withhold taxes on or from your transactions with us, you agree to indemnify and hold us harmless from and against any claim arising out of your failure to do so.

6. Acceptance of the Services

The Services shall be deemed to be provided and accepted by you upon final payment of the Invoice or following 10 (ten) business days as of delivery of the Services if no motivated claims are made by you. No specific acceptance and transfer act on the provision of the service will be signed.

In the event of any deficiencies in the Services provided, you shall be obliged to send to us within 10 (ten) business days upon final payment a notice by e-mail to our representitavie e-mail which is listed in your Commercial proposal, stating the reasons for refusing to pay last Invoice, specifying the deficiencies. We shall be obliged to cover any deficiencies independently and to re-commission the Services at a mutually agreed time.

7. Rights and obligations

You shall have the right and the obligation to:

  • receive information on the progress of the Services;

  • you undertake to provide to us, at the request of the Contractor within 5 (five) business days, with all information necessary for us to perform its obligations under this Agreement. In the event that the preparation of the said information requires more than 5 (five) business days, you shall notify us by the representative e-mail which is listed in your Commercial proposal. In this case, the deadlines for the provision of the Services by us shall be extended by a corresponding period of time;

  • in the event that you is more than 10 (ten) business days late in providing information at the our's request, we shall be discharged from the responsibility for the deadlines already set for the Services and shall not be subject to the contractual penalty for failure to provide the Services on time;

  • in the event that the total period of delay from your side has reached more than 30 (thirty) business days, we shall be entitled to terminate the Agreement unilaterally and retain the pre-payment;

  • receive all information about you and your activities recorded in our system’s;

  • pay the invoiced amount and the contractual penalty, if any for the Services provided by us.

We shall have the right and the obligation to:

  • receive all information from you necessary for the provision of the Services;

  • not to provide the Services if you do not provide all the information necessary for the provision of the Services;

  • record all information relating to the provision of the Services in our document management and other system’s;

  • engage subcontractors in the performance of the Services. We shall assume full responsibility for the acts and omissions of subcontractors;

  • perform the Service specified in the Agreement with good quality and in accordance with the terms and conditions of the Agreement.


8. Confidentiality and non-solicitation obligations

All and any information acquired by you and us, both together “Parties” during the performance of the Agreement and the results of the performance of the Agreement, as well as any part of such information, including but not limited to information about the activities, financial condition, financial performance, employees, shareholders and customers, technology, trade secrets, business plans of either Party, including written, oral, data, visual and any other information stored in any form, as well as information about the progress of the Agreement, shall be recognized and treated as confidential information, hereinafter referred to as "Confidential Information". 

The Parties shall not be entitled to disclose Confidential Information acquired during the performance of the Agreement to third parties without the written consent of the relevant Party. The Parties shall take the utmost care and attention to ensure the security and protection of the Confidential Information.

Disclosure of Confidential Information will not be considered a breach of the Agreement solely in the following circumstances:

  • the information is disclosed by you within your company - any of its directors, officers, shareholders, employees, advisors, contractors, subsidiaries and any of its affiliated corporate entities;

  • the information is disclosed after it has become public knowledge or available independently of the Parties;

  • information shall be disclosed where, to the extent and in accordance with the procedures prescribed by law.

Notwithstanding the above, you agree that we may disclose the fact that we have provided you the Services and include your name, logo and other brand features in our presentations, marketing materials, customer lists, financial reports and on our website(s). You grant us an irrevocably licence to use and display your name, figure, logo etc. as a reference on the Website, other marketing materials or types of media.

During the term of the Agreement, as well as for a period of 2 (two) years after last Services is provided to you, you shall refrain from activities, directly or indirectly aimed at entice or solicit our’s employees. The Parties understand the following actions of you to be solicitation of employees:

  • an offer of employment by you to an employee of ours in any form (oral, written or by any means of communication), including negotiations as to the feasibility of such offer;

  • an any act by you aimed at persuading an employee of ours to accept the offer of employment.

9. Materials

All content of the Services as text, graphics, photographs, trademarks, logos and artwork, including but not limited to the design, structure, selection, coordination, expression and arrangement of such content (“Materials”) contained as the end result of Services (“End result of Services”) provided by us to you are owned, controlled or licensed by us, and is protected by copyright and trademark laws, and various other intellectual property rights and unfair competition laws.

No part and no content may be copied, reproduced, republished, posted, publicly displayed, translated, transmitted or distributed in any way for publication, distribution or for any commercial enterprise, without our express written consent.

You may not use the End result of Services or any content on it and Services for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity, which infringes our or others rights.

You may not: (a) access the Services or any Materials to build a competitive product or service; (b) modify any Materials or any part thereof; or (c) remove, change or replace any HRMNY marks, unless expressly authorized to do so.

In the event that you violate this Agreement in any way, we may terminate your access to any Services, at any time without prior notice.

10. Client personal data processing

To the extent we process any Client Personal Data (as defined below) to which the provisions of the European Union’s GDPR applies, this section will apply. You accept the terms listed herein and agree that we may process the Client Personal Data in any of our locations and/or location of our affiliates, partners and service providers, in accordance with the terms of this Agreement. 

For this purpose of this Section 10:

Controller means you.

Client Personal Data means any Personal Data Processed by us (i) on behalf of you (including, for the sake of clarity, any of your affiliates), or (ii) otherwise Processed by us, in each case pursuant to or in connection with Instructions given by you in writing or in a format that can be reproduced in writing, consistent with the Agreement.

Data Subject means the natural person to whom Personal Data relates, including your current and prospective employees or contractors.

Data Protection Laws means (i) Directive 95/46/EC and, from May 25, 2018, Regulation (EU) 2016/679 ("GDPR") together with applicable legislation implementing or supplementing the same or otherwise relating to the processing of Personal Data of natural persons, and (ii) to the extent not included in sub-clause (i), the data protection act and laws, as amended from time to time, and including any substantially similar legislation that to GDPR.

Instructions means the written, documented instructions, issued by Controller to Processor with regard to the processing of Personal Data (including, but not limited to, depersonalizing, blocking or deletion).

Personal Data means any information, data or materials received by us from you and your end users in connection with the use of the Services, including name, date of birth, e-mail, image, language, phone, location, related person, username, personality, public content.

Personal Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

Processing means any operation or set of operations which is performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of Personal Data.

Processor means us, HRMNY ME SIA, registry code 40203530201.

You acknowledge and agree that with regard to the Processing of Client Personal Data, you act as a Controller or Processor, and we act as a Processor or Other Processor (as defined below).

You expressly agree that you shall be solely responsible for ensuring timely communications to your affiliates or the relevant Controller(s) who receive the Services, insofar as such communications may be required or useful in light of applicable Data Protection Laws to enable your Affiliates or the relevant Controller(s) to comply with such Laws.

You shall comply with all applicable Data Protection Laws in connection with the performance of this Agreement. As between you and us, you shall be solely responsible for compliance with applicable Data Protection Laws regarding the collection of and transfer to us of Client Personal Data. You agree not to provide us with any data concerning a natural person’s health, religion or any special categories of data as defined in Article 9 of the GDPR. You shall be solely responsible for compliance with applicable Data Protection Laws and ensuring that you have obtained a Data Subject’s express opt-in consent for accessing personal data for the given Data Subject. In case that the Data Subject has not provided express opt-in consent, you certify that the personal data including any Data Subject IDs has been provided directly by the Data Subject that the Data Subject would reasonably expect to be used for that purpose, or has been obtained from a public, generally-available resource. Additionally, for Data Subjects covered by GDPR, you certify that accessing is necessary for the purposes of the legitimate interests pursued by you, as per Article 6 of the GDPR.

We shall comply with all applicable Data Protection Laws in the Processing of Client Personal Data, and we shall:

  1. process the Client Personal Data relating to the categories of Data Subjects for the purposes of this Agreement and for the specific purposes (network, infrastructure, storage purpose - DigitalOcean, Inc and Amazon.com, Inc) and otherwise solely on your documented Instructions, for the purposes of providing the Services and as otherwise necessary to perform our obligations under this Agreement; we shall immediately inform you if, in our opinion, an instruction infringes applicable Data Protection Laws;

  2. ensure that persons authorized to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

  3. implement and maintain the technical and organizational measures set out in the Agreement and, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement any further appropriate technical and organizational measures necessary to ensure a level of security appropriate to the risk of the Processing of Client Personal Data in accordance with Article 32 of the GDPR, and specifically: (i) pseudonymization and encryption of Client Personal Data; (ii) ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services that process Client Personal Data; (iii) restoring availability and access to Client Personal Data in a timely manner in the event of a physical or technical incident; and (iv) regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of the Client Personal Data;

  4. to the extent legally permissible, promptly notify you of any communication from a Data Subject regarding the Processing of Client Personal Data, or any other communication (including from a Supervisory Authority) relating to any obligation under the applicable Data Protection Laws in respect of the Client Personal Data and, taking into account the nature of the Processing, assist you (or the relevant Controller) by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of your or the relevant Controller(s)’ obligation to respond to requests for exercising the data subject's rights laid down in Chapter III GDPR; you agree to pay us for time and for out-of-pocket expenses incurred by us in connection with the performance of its obligations under this section;

  5. upon becoming aware of a Personal Data Breach involving Client Personal Data, notify you without undue delay, of any Personal Data Breach involving Client Personal Data, such notice to include all information reasonably required by you (or the relevant Controller) to comply with its obligations under the applicable Data Protection Laws;

  6. to the extent required by the applicable Data Protection Laws, provide reasonable assistance to you or the relevant Controller(s)’ with its obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the Processing and information available to us; you agree to pay us for time and for out-of-pocket expenses incurred by us in connection with any assistance provided in connection with Articles 35 and 36 of the GDPR;

  7. cease Processing the Client Personal Data upon the termination or expiry of this Agreement, and at your option of or the relevant Controller(s) either return or delete (including by ensuring such data is in non-readable format) all copies of the Client Personal Data Processed by us, unless (and solely to the extent and for such period as) Union or Member State law requires storage of the Personal Data. Notwithstanding the foregoing or anything to the contrary contained herein, we may retain Personal Data and shall have no obligation to return Personal Data to the extent required by applicable laws or regulations obligations. Any such Personal Data retained shall remain subject to the obligations of confidentiality set forth in the Agreement.

You (on behalf of the relevant Controller(s), as applicable), hereby expressly and specifically authorizes us to engage another Processor to Process the Client Personal Data ("Other Processor"), and specifically the Other Processors listed above in subsection (a), subject to us:

  1. notifying you of any intended changes to its use of Other Processors listed in this Agreement by emailing notice of the intended change;

  2. including data protection obligations in its contract with each Other Processor that are materially the same as those set out in this Agreement; and

  3. remaining liable to you for any failure by each Other Processor to fulfill its obligations in relation to the Processing of the Client Personal Data.

11. Liability, indemnity 

You are fully responsible for the due performance of your obligations under the Agreement and must compensate to us any and all damages caused by the non-performance or unsatisfactory performance of your obligations. 

To the fullest extent permitted by applicable law, you agree to indemnify, hold and defend us, our officers, directors, shareholders, predecessors, successors in interest, employees, agents, clients and partners, harmless from any demands, loss, liability, claims or expenses, made against us by any and all third-party claims and liabilities arising out of or related to or in connection with your use of the Services, or your breach of any term of the Agreement or of your obligations under applicable Data Protection Laws. You shall notify us immediately of any matter which could result in any loss, claim, damage, expense or liability subject to indemnification under this section. Such notification will not release you from your indemnification duty. We reserve the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section.

12. Disclaimer of warranty

We do not promise that your use of the Services will provide specific results. We make no warranty that the Services will meet your specific objectives or needs. The Parties agree, and you understand, that we make no allegations as to the emotional, health (medical) or commercial benefits of the Services provided under the Agreement and the use of the information provided as part of the Services. We disclaim any and all liability for the acts, omissions and any conduct of any third parties in connection with or related to your use of the Services.

Any decisions made by you after using or reading the content of the Services are solely at the yourt's discretion and we shall not be liable for the consequences of such decisions. Neither we, our affiliates, nor any of our  respective officers, directors, agents or other representatives will be liable for any damages, direct, indirect, incidental, consequential, special, or punitive, including, without limitation, loss of data, income, profit or goodwill, loss of or damage to property and claims of third parties arising out of your access to or use of the Services or arising out of any action taken in response to or as a result of any Materials or other information available on the Services, however caused, whether based on breach of contract, tort (including negligence), proprietary rights infringement, product liability or otherwise.

If you become dissatisfied in any way with the Services, your sole and exclusive remedy is to stop your use of Services.

13. Force majeure

You and us shall not be liable for delays or failure to perform under the Agreement which result directly or indirectly from any cause or condition beyond its reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, failure of software, other catastrophe or any other occurrence which is beyond its reasonable control and shall not affect the validity and enforceability of any remaining provisions (force majeure).

The party in default of force majeure shall immediately notify the other party of the occurrence of force majeure, shall make reasonable efforts to remove or overcome the effects of such occurrence or event; and shall resume performance of its obligations hereunder immediately after cessation of such occurrence or event.


14. Duration and Termination

Your Agreement with us becomes effective when you pay first Invoice and shall remain in force until all obligations have been fulfilled by you and us, and all settlements between you and us have been settled.

You may terminate this Agreement due to a material breach of the Agreement by us, in which case we will refund to you the prorated Price associated with the unused portion of the Services.

We terminate the Agreement due to (a) your failure to comply with any applicable laws, directives, rules and/or regulations; (b) your material breach of any other obligation of the Agreement and failure to remedy such breach within a reasonable time granted by us or (c) in other cases specified in the Agreement. In all such cases you will pay us the remuneration to the extent which corresponds to the Services already provided.

A termination notice must be sent by e-mail, sent by you to hello@hrmny.ai or by e-mail from us to the e-mail address you have previously provided to us for the Invoice.

Upon termination of the Agreement, all your already provided information is immediately archived. All provisions of the Agreement which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination of this Agreement. Termination of this Agreement will not prejudice any right of action or remedy which may have accrued to you or us prior to termination (as the case may be).

15. Notices

You agree that we may communicate with you electronically any information related to Services. We may also provide notices to you by sending them to an e-mail address that you have previously provided to us at the time of preparing the Invoice. E-mail notices shall be considered received by you within 24 (twenty-four) hours of the time posted or sent.

16. Marketing materials

Once you paid the Invoice and being bound by this Agreement, we may send you marketing materials we think may interest you, such as product updates, services and special offers. You can decide not to receive these emails at any time and will be able to "unsubscribe" directly by clicking a link in the email or by contacting us at any time to hello@hrmny.ai.

17. Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Latvia, without regard to its principles and rules on conflict of laws. Any disputes arising out of or in connection with this Agreement are settled by means of negotiations. If an agreement cannot be reached, the dispute will be resolved by the court of the Republic of Latvia, pursuant to procedures prescribed by the regulatory enactments of the Republic of Latvia. 

There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you and us under this Agreement. None of us has the authority to bind each other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.

Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.

This Agreement as amended from time to time according to its terms, constitutes the full and entire understanding and agreement between you and us regarding the subjects hereof and supersedes all prior agreements, arrangements, representations or promises, whether oral or written, as to its subject matter.

Our failure to insist on or enforce strict performance of the terms and conditions of the Agreement shall not be construed as a waiver by us of any provision or any right it has to enforce the Agreement, nor shall any course of conduct between us and you or any other party be deemed to modify any provision of the terms and conditions of the Agreement.

This Agreement, and any rights and obligations hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction, including without limitation to any third party. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of us and you, respective successors and permitted assigns.

A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.