Terms of Use

1. Acceptance and Scope

1.1. These Terms of Use govern the use of the platform (the "Platform") provided under the "Job-E" brand by Orginsight Yönetim Danışmanlığı Ltd. Şti. ("Orginsight").

1.2. The legal entity registering with the Platform (the "Customer") is deemed to have accepted these Terms of Use by approving them electronically at registration. The individual completing the registration declares that they are authorized to act on behalf of the Customer.

1.3. Orginsight's data security and confidentiality obligations are set out in the separately published Confidentiality and Data Security Undertaking, which forms an integral part of these Terms of Use.

2. Definitions

2.1. "Organizational Data": data uploaded by the Customer to the Platform relating to position inventories, reporting relationships, unit structures and headcount.

2.2. "Methodology Information": the Job-E methodology; the factor and sub-factor structure, decision trees, level definitions, scoring and weighting logic, grade scale, title taxonomy, and all documentation relating thereto.

2.3. "Outputs": the evaluation results, grade assignments, reports and analyses produced for the Customer through the Platform.

3. Customer's Data Upload Undertakings

3.1. The Customer represents that it has the necessary rights and authority to upload the Organizational Data to the Platform and to have it processed by Orginsight.

3.2. The Customer shall ensure that the Organizational Data does not contain directly identifying information — name and surname, national identity number, email address, personnel number and the like. Orginsight does not request such information and does not require it in order to provide the service.

3.3. The Customer shall not upload salary, benefits or individual personnel data to the Platform, except through the pay equity module. Where that module is used, such data is uploaded only in the form that module requires — keyed to an anonymous identifier and without the directly identifying information listed in Article 3.2 — and is processed on the data protection terms presented to the Customer at the point of import. Use of any other module requiring the processing of such data is conditional upon a separate Data Processing Agreement being entered into.

4. Intellectual Property and Right of Use

4.1. The Methodology Information is Orginsight's exclusive intellectual property and constitutes confidential information.

4.2. Orginsight grants the Customer a non-exclusive, non-transferable and non-sublicensable license to use the Methodology Information and the Platform, solely within the Customer's own organization and limited to the term of the service relationship. All rights not expressly granted under these Terms of Use are reserved to Orginsight.

4.3. The Outputs belong to the Customer, who may use them freely within its own organization. This right does not include the right to use the Outputs or the Methodology Information to develop an independent job evaluation methodology, scoring system, or any product or service of a similar nature.

4.4. The Customer may not transfer the Methodology Information to third parties, may not use it in the development of products or services competing with Orginsight, and may not enable its use by third parties.

4.5. The Customer may not share Platform access credentials with persons outside its own organization, and may not use the Platform for the purpose of providing services to third parties.

5. Confidentiality

5.1. The Customer shall keep confidential the Methodology Information and any commercial, technical and financial information belonging to Orginsight that it learns in the course of using the Platform. It may disclose such information only to those of its employees who need to know it in order to perform their duties, and only under the same confidentiality obligation. The Customer is directly liable for any breach by such persons.

5.2. The confidentiality obligation does not apply to information that is publicly known; that enters the public domain without breach of these Terms of Use; that can be evidenced by written records as having been in the Customer's possession beforehand; or that is obtained without restriction from a third party entitled to disclose it.

5.3. The confidentiality obligation continues for 10 (ten) years following termination of the service relationship. In respect of information constituting a trade secret, it is of unlimited duration.

6. Liability

6.1. Where a Party breaches its obligations under these Terms of Use — including its confidentiality obligations and the intellectual property and use restrictions under Article 4 — the losses suffered by the Party harmed by the breach shall be compensated by the Party in breach.

6.2. The Parties' aggregate liability shall not exceed the total amount paid by the Customer for the service. Claims for indirect loss, loss of profit, loss of business and reputational harm are excluded.

6.3. The liability cap and the exclusions under Article 6.2 do not apply in cases of wilful misconduct, gross negligence, or breach of the provisions of Article 4. In such cases the harmed Party may claim compensation for the entirety of its losses, including loss of profit and loss of licence fees.

6.4. The Parties acknowledge that a breach of the provisions of Article 4 gives rise to harm that cannot be remedied by damages alone. Without prejudice to its right to damages, the harmed Party may apply for interim injunctive relief and other protective legal remedies.

6.5. The Platform Outputs are provided for decision-support purposes only. Final decisions regarding the use and implementation of the Outputs within the Customer's organization remain the sole responsibility of the Customer.

7. Term and Termination

7.1. These Terms of Use take effect upon the Customer's registration and remain in force for the duration of the service relationship.

7.2. Articles 4, 5 and 6 survive termination of the service relationship.

7.3. Upon termination, the retention and deletion of Organizational Data are subject to the provisions of the Confidentiality and Data Security Undertaking.

8. Amendment

Orginsight may update these Terms of Use. Changes are notified to the Customer at least 30 (thirty) days in advance and do not affect rights accrued before the date of notification. Should the Customer not accept a change, it may terminate the service relationship.

9. Governing Law and Dispute Resolution

9.1. These Terms of Use are governed by Turkish law.

9.2. Any dispute arising out of or in connection with these Terms of Use shall be finally settled under the Arbitration Rules of the Istanbul Arbitration Centre (ISTAC) by a sole arbitrator. The seat of arbitration is Istanbul and the language of the arbitration is English.

9.3. Notwithstanding Article 9.2, either Party may apply to any court of competent jurisdiction for interim or conservatory measures.

10. Miscellaneous

10.1. The Customer may not transfer its rights and obligations under these Terms of Use without Orginsight's written consent.

10.2. Where the Customer and Orginsight have entered into a separate signed agreement covering the subject matter of these Terms of Use, the terms of that agreement prevail to the extent of any conflict.

10.3. The invalidity or unenforceability of any provision shall not affect the validity of the remaining provisions.