Terms and Conditions

These Terms and Conditions (“Terms”) govern your access and use of the C2 All-in-One Human Resource Information System (HRIS) Platform (“Platform”) provided by Agile Futurist (“C2,” “we,” “us,” or “our”), a sole proprietary registered under the laws of the Netherlands with its principal place of business at Amsterdam, The Netherlands. By accessing or using the Platform, you (“Client,” “you,” or “your”), a business entity operating in the European Union (“EU”) or processing personal data of EU data subjects, agree to be bound by these Terms. If you do not agree with these Terms, you may not use the Platform.

These Terms are designed with a primary focus on compliance with the General Data Protection Regulation (EU) 2016/679 (“GDPR”) to ensure the protection of personal data for our European clients.

1. Definitions

• Client Data: Any data, including personal data as defined by GDPR, entered into the Platform by you or your Authorized Users.
• Personal Data: Information relating to an identified or identifiable natural person (“data subject”), as defined by GDPR, processed via the Platform (e.g., employee names, contact details, payroll information).
• Platform: The C2 All-in-One HRIS Platform, including its software, features, and services, such as integrated recruitment, onboarding, employee management, performance management, employee engagement, compliance tools, and reporting.
• Authorized Users: Your employees, contractors, or agents authorized to access the Platform on your behalf.
• Subscription Plan: The specific plan (e.g., Enterprise) selected by you, which determines the scope of access, features, and fees.
• Data Processing Agreement (DPA): A separate agreement governing the processing of Personal Data, incorporated into these Terms and available upon request.

2. Access and Use of the Platform

2.1 License Grant

C2 grants you a non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes during the term of your Subscription Plan, subject to these Terms, the DPA, and any applicable service agreement.

2.2 Authorized Use

• You may use the Platform to manage HR functions, including recruitment, onboarding, employee records, performance evaluations, compliance, and engagement, as described in your Subscription Plan.
• You are responsible for ensuring that Authorized Users comply with these Terms and GDPR requirements.

2.3 Restrictions

• You may not:
  • Copy, modify, reverse-engineer, decompile, or disassemble the Platform.
  • Distribute, sublicense, or resell access to the Platform.
  • Use the Platform for unlawful purposes or in violation of GDPR or other applicable laws.
  • Attempt to gain unauthorized access to the Platform or its systems.
• Any unauthorized use may result in immediate suspension or termination of your access and potential GDPR-related penalties.

2.4 Subscription Plan

• Access to the Platform is provided under the terms of your selected Subscription Plan (e.g., Enterprise Payment Plan).
• Features and usage limits (e.g., number of users, data storage) are determined by your plan, as outlined in your service agreement or order form.

3. Client Responsibilities

3.1 Account Management

• You are responsible for maintaining the security of your account credentials and for all activities conducted under your account.
• You must promptly notify C2 of any unauthorized access or security breaches, as required by GDPR Article 33.

3.2 Client Data and GDPR Compliance

• You are the data controller (as defined by GDPR) for Personal Data entered the Platform and are responsible for:
  • Ensuring the accuracy, legality, and appropriateness of Client Data.
  • Obtaining necessary consents or legal bases for processing Personal Data (e.g., employee consent or contract necessity).
  • Complying with data subject rights requests (e.g., access, rectification, erasure) under GDPR Articles 15–22.
• You represent and warrant that you have the necessary rights and lawful bases to upload and process Client Data in compliance with GDPR and other applicable data protection laws.

3.3 Technical Requirements

• You must maintain compatible hardware, software, and internet connectivity as specified by C2 to access the Platform securely.

3.4 Compliance with Laws

• You agree to use the Platform in compliance with GDPR, EU employment laws, and other applicable regulations.
• You are responsible for ensuring that your use of the Platform aligns with your internal policies and any collective bargaining agreements.

4. C2 Responsibilities

4.1 Platform Availability

• C2 will maintain the Platform’s availability at a minimum of 99.5% uptime, excluding scheduled maintenance, as outlined in the Service Level Agreement (SLA) in Exhibit A.
• Scheduled maintenance will be announced at least forty-eight (48) hours in advance and conducted outside peak business hours where feasible.

4.2 Support Services

• C2 will provide technical support and customer success services during business hours (9:00 AM–5:00 PM CET, Monday–Friday, excluding EU public holidays), with 24/7 support for critical issues, as specified in the SLA.
• Support channels include email, phone, or an online portal, with response times outlined in Exhibit A.

4.3 GDPR Compliance

• C2 acts as a data processor (as defined by GDPR) for Personal Data processed via the Platform and will:
  • Process Personal Data only on your documented instructions, as set forth in these Terms and the DPA.
  • Implement technical and organizational measures to ensure the security of Personal Data, per GDPR Article 32.
  • Assist you in fulfilling data subject rights requests and conducting Data Protection Impact Assessments (DPIAs), as required by GDPR Articles 35–36.
  • Notify you without undue delay (within 72 hours) of any personal data breach, per GDPR Article 33.
  • Engage sub-processors only with your prior consent and ensure they comply with GDPR via contractual agreements.
• C2 maintains compliance with GDPR and complies with relevant standards (e.g., ISO 27001, NIS 2) to support data protection.

4.4 Updates

• C2 will periodically update the Platform to enhance functionality, security, and GDPR compliance. Updates are provided at no additional cost, provided you comply with these Terms.

5. Fees and Payment

5.1 Subscription Fees

• You agree to pay the fees for your Subscription Plan as outlined in your service agreement or order form.
• Fees are non-refundable except as specified in your service agreement or these Terms.

5.2 Payment Terms

• Payments are due per the schedule in your service agreement (e.g., annually or quarterly).
• Late payments incur interest at 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

5.3 Taxes

• You are responsible for all applicable taxes (e.g., VAT) related to your use of the Platform, excluding taxes based on C2’s net income. C2 will provide VAT-compliant invoices for EU clients.

5.4 Fee Changes

• C2 may adjust fees upon renewal of your Subscription Plan, with at least sixty (60) days’ written notice prior to the renewal term.

6. Data Ownership and GDPR Obligations

6.1 Client Data Ownership

• You retain all rights, title, and interest in Client Data, including Personal Data.
• C2 claims no ownership over Client Data and processes it solely to provide the Platform’s services.

6.2 Data Processing Agreement (DPA)

• The processing of Personal Data is governed by the DPA, incorporated into these Terms and available upon reques.
• The DPA outlines C2’s obligations as a data processor, including data security, sub-processor management, and breach notification.

6.3 Data Security

• C2 implements industry-standard measures to protect Personal Data, including encryption, access controls, and regular security audits, per GDPR Article 32.
• In case of a personal data breach, C2 will notify you within 72 hours, as required by GDPR Article 33, and cooperate with you to mitigate the impact.

6.4 Data Subject Rights

• C2 will assist you in responding to data subject requests (e.g., access, rectification, erasure) under GDPR Articles 15–22, subject to reasonable fees for complex requests.
• You must notify C2 promptly of any data subject requests to ensure timely compliance.

6.5 Data Export

• Upon your request and payment of applicable fees, C2 will provide an export of Client Data in a structured, commonly used format during the term or within sixty (60) days of termination, per GDPR Article 20.

6.6 Data Retention

• C2 will retain Client Data during the term of your Subscription Plan. Upon termination, C2 will delete Client Data within ninety (90) days, unless required to retain it by EU law (e.g., for tax purposes).

7. Intellectual Property

7.1 C2 Intellectual Property

• The Platform, including all software, code, designs, documentation, and trademarks, is owned by C2 or its licensors.
• You are granted no ownership or intellectual property rights beyond the license in Section 2.1.

7.2 Client Intellectual Property

• C2 claims no rights to intellectual property you create or upload to the Platform, except as necessary to provide the Platform’s services.

7.3 Feedback

• Feedback you provide about the Platform may be used by C2 without obligation or compensation.

8. Confidentiality

8.1 Definition

• “Confidential Information” includes non-public information disclosed by either party, such as Client Data, business plans, and Platform specifications.

8.2 Obligations

• Each party will:
  • Use Confidential Information only to fulfil these Terms.
  • Not disclose Confidential Information to third parties without prior written consent, except as required by law.
  • Protect Confidential Information using measures consistent with GDPR and industry standards.

8.3 Exceptions

• Confidential Information excludes information that is publicly available, independently developed, or rightfully received from a third party without restriction.

9. Term and Termination

9.1 Term

• These Terms remain in effect for the duration of your Subscription Plan, as specified in your service agreement.

9.2 Termination by Client

• You may terminate your Subscription Plan per your service agreement (e.g., with ninety (90) days’ notice).

9.3 Termination by C2

• C2 may suspend or terminate your access if you:
  • Fail to pay fees when due.
  • Materially breach these Terms or the DPA and fail to cure within thirty (30) days of notice.
  • Use the Platform unlawfully or in violation of GDPR.
• C2 may terminate if required by law or if the Platform is discontinued.

9.4 Effect of Termination

• Upon termination, your access to the Platform ceases, and you must stop using it.
• You remain liable for outstanding fees.
• C2 will assist with data export per Section 6.5, subject to GDPR requirements.

10. Warranties and Disclaimers

10.1 C2 Warranties

• C2 warrants that the Platform will perform substantially as described in its documentation and maintain 99.5% uptime, per the SLA.
• C2 will provide services in compliance with GDPR and industry standards.

10.2 Client Warranties

• You warrant that you have the authority to enter these Terms and that your use of the Platform complies with GDPR and other applicable laws.

10.3 Disclaimers

• The Platform is provided “as is” without warranties, express or implied, except as stated, including warranties of merchantability or fitness for a particular purpose.
• C2 does not guarantee that the Platform will be error-free or uninterrupted.

11. Limitation of Liability

11.1 Liability Cap

• C2’s total liability under these Terms shall not exceed the fees paid by you in the twelve (12) months preceding the claim.

11.2 Exclusions

• Neither party is liable for indirect, incidental, consequential, or punitive damages, including loss of profits or data, except as required by GDPR.

11.3 Exceptions

• Limitations do not apply to liability for gross negligence, wilful misconduct, GDPR violations, or breaches of confidentiality or data security.

12. Indemnification

12.1 C2 Indemnity

• C2 will indemnify you against claims that the Platform infringes third-party intellectual property rights, provided you notify C2 promptly and cooperate in the defence.

12.2 Client Indemnity

• You will indemnify C2 against claims arising from your misuse of the Platform, GDPR violations, or infringement of third-party rights via Client Data.

13. Governing Law and Dispute Resolution

13.1 Governing Law

• These Terms are governed by the laws of The Netherlands, without regard to conflict of laws principles, and subject to GDPR.

13.2 Dispute Resolution

• Disputes will be resolved through good-faith negotiations.
• Unresolved disputes will be submitted to binding arbitration in the Netherlands. The prevailing party is entitled to reasonable attorney’s fees.
• Nothing prevents either party from seeking injunctive relief in a court of competent jurisdiction.

14. Miscellaneous

14.1 Entire Agreement

• These Terms, your service agreement, the DPA, and the SLA constitute the entire agreement, superseding prior agreements.

14.2 Amendments

• C2 may update these Terms, with changes effective upon posting to www.cognitis.cloud or notification. Continued use constitutes acceptance.

14.3 Assignment

• You may not assign these Terms without C2’s consent, except in a merger or sale of all assets.
• C2 may assign these Terms to a successor without your consent.

14.4 Force Majeure

• Neither party is liable for delays due to causes beyond their control, such as natural disasters or internet outages, provided they notify the other party promptly.

14.5 Notices

• Notices must be in writing and delivered via email to c2.hris@cognitis.cloud.

14.6 Severability

• If any provision is invalid, the remaining provisions remain in effect.

14.7 No Waiver

• Failure to enforce a provision is not a waiver of that provision.

15. Contact Information

For questions about these Terms, GDPR compliance, or the Platform, contact:

C2 HRIS PLATFORM

Email: support@cognitis.cloud

Website: www.cognitis.cloud

Data Protection Officer (DPO):

Email: dpo@cognitis.cloud

For GDPR-related inquiries or to exercise data subject rights, contact our DPO.

📩 For questions or clarifications, contact: Contact Form