Terms of Service

These Master Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between Babylon Resources Limited, operating the HireNix ATS platform ("Company", "we", "us", or "our"), and the business entity, recruitment agency, or individual subscribing to or accessing the Service ("Customer", "Subscriber", "Tenant", or "You").

By clicking "I Agree", executing an Order Form, provisioning an organization Workspace, integrating our embeddable widgets onto your website, or otherwise accessing the HireNix ATS platform (the "Service"), you represent and warrant that you possess the legal authority to bind the Customer to these Terms. If you do not possess such authority or do not agree to every provision herein, you must immediately cease all access and use of the Service.

Individual job applicants, candidates, or interviewers accessing candidate-facing portals (e.g., Exam Portals, Reschedule Request Pages, Digital Offer Letters) are defined as "Data Subjects" or "End Users" and are subject to the applicable end-user terms and Privacy Policy.

Subject to timely payment of subscription fees and continuous compliance with this Agreement, Company grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Subscription Term solely for Customer's internal recruitment and candidate evaluation operations.

In processing candidate personal data (including names, contact details, resumes, evaluation scores, interview notes, and exam submissions), the parties acknowledge and agree to the statutory legal division under the EU General Data Protection Regulation (Regulation (EU) 2016/679) and applicable global data privacy statutes:

• Customer as Data Controller: Customer determines the lawful basis (e.g., explicit consent, legitimate interest, contractual necessity) for collecting applicant data, defines job requirements, controls candidate communications, and directs data retention lifecycles.
• HireNix ATS as Data Processor: Company processes candidate data strictly upon documented Customer instructions and as necessary to deliver the multi-tenant cloud software, parsing engines, automated scheduling pipelines, and security mechanisms.
• Customer Compliance Warranties: Customer warrants that it has provided all requisite privacy notices to candidates and obtained necessary consents before uploading resumes, syncing third-party job boards, or distributing evaluation invitations.
• Data Subject Rights & Right to Erasure: HireNix ATS provides automated tools allowing Customer to execute candidate access requests (JSON/CSV export) and "Right to be Forgotten" Permanent PII Scrubbing (Art. 17 GDPR) within active databases and storage buckets.

Our comprehensive Data Processing Agreement (DPA) incorporating European Commission Standard Contractual Clauses (SCCs) is incorporated into these Terms by reference.

HireNix ATS integrates proprietary algorithmic workflows and enterprise Large Language Models (LLMs) to perform automated resume parsing, criteria extraction, semantic match scoring (0–100), and communication drafting.

The Service provides an Online Assessment Portal equipped with automated test monitoring tools, including Forced Fullscreen enforcement, Tab/Window Focus Tracking with security strike thresholds, and dynamic candidate watermarking.

• Candidate Disclosure: Customer is responsible for informing test-takers in advance of the proctoring parameters and obtaining consent where required by local educational or biometric privacy laws.
• Monitoring Limitations: Anti-cheat mechanisms serve as deterrents and automated logging aids; Company does not warrant that proctoring tools will detect 100% of unauthorized conduct or third-party device usage.
• Technical Requirements: Candidates are responsible for maintaining compatible hardware, supported web browsers, and uninterrupted internet connections during timed assessments.

HireNix ATS facilitates calendar integrations (Google Calendar, Microsoft 365), self-service candidate scheduling links, real-time live candidate chat, and the Candidate Reschedule Request portal:

• Reschedule Governance: Candidates may submit reschedule requests detailing reasons (e.g., medical, academic, time conflicts) and proposing alternative time slots. Customer hiring teams retain full discretion to approve, propose counter-slots, or reject such requests.
• Anti-Spam Obligations: Customer must not utilize the platform's automated email or messaging infrastructure to dispatch unsolicited commercial spam, fraudulent recruitment solicitations, or deceptive content. Customer must maintain valid SPF, DKIM, and DMARC DNS records when sending from custom domains.

Customer may configure PDF templates, salary figures, start dates, and approval workflows to dispatch digital offer letters with electronic Accept/Reject candidate links:

• Contractual Accuracy: Customer is solely responsible for the legal validity, statutory wage compliance, benefit specifications, and accuracy of terms incorporated into offer documents.
• E-Sign Enforceability: While HireNix ATS captures timestamps, IP addresses, and digital acceptance tokens, Customer must verify that electronic acceptance satisfies statutory employment contract formalization requirements within their specific local jurisdiction.

The Service is provided on a recurring subscription basis (Monthly or Annual billing cycles) according to the package tier selected on our Pricing Page or executed Order Form.

• Advance Invoicing: All subscription fees are billed in advance of the applicable service period. Payments are securely processed via integrated payment gateways (including SSLCommerz for card, mobile banking, and internet banking transactions) or direct corporate wire.
• Strict Non-Refundable Policy: Except as explicitly provided under our 72-hour annual plan renewal policy detailed in our Refund Policy, all payments are strictly non-refundable. No prorated credits or refunds are issued for partial billing periods, downgrades, or unused quotas.
• Taxes: Fees are exclusive of all applicable VAT, sales, use, or withholding taxes, which shall be added to Customer's invoices where legally mandated.
• Late Payment & Suspension: Invoices overdue by more than fourteen (14) calendar days may result in immediate suspension of Workspace access. Candidate data will be preserved in a frozen state for thirty (30) days prior to irreversible workspace de-provisioning.

Customer agrees not to, directly or indirectly, engage in or permit any Authorized User or third party to engage in the following prohibited activities:

• Company Intellectual Property: Company (Babylon Resources Limited) retains all right, title, and interest, including all worldwide intellectual property rights, in and to the HireNix ATS platform, software, algorithms, user interfaces, database designs, documentation, and trademarks.
• Customer Data Ownership: Customer retains 100% exclusive ownership of all proprietary data, candidate resumes, scorecard notes, job descriptions, logos, and trademarks uploaded to their Workspace. Customer grants Company a limited, non-exclusive license solely to host, parse, and transmit Customer Data as required to operate the Service.
• Aggregated Telemetry: Company may generate anonymized, de-identified benchmark metrics (e.g., system response times, aggregated platform error rates) that do not identify Customer or any individual, solely to maintain and improve platform performance.

Company targets a 99.9% Service Availability SLA for the HireNix ATS core application, excluding: (a) scheduled maintenance communicated at least 24 hours in advance via dashboard notice banners; (b) emergency security patching; (c) third-party cloud infrastructure (AWS/GCP), internet backbone, or DNS outages outside Company's direct control; or (d) Customer network failures.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL GUARANTEE SPECIFIC HIRING SUCCESS, TALENT RETENTION, CANDIDATE HONESTY, OR SUITABILITY FOR ANY EMPLOYMENT POSITION.

• Waiver of Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS PARENT (BABYLON RESOURCES LIMITED), DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES—INCLUDING LOSS OF PROFITS, LOSS OF TALENT, DATA CORRUPTION, WORK STOPPAGE, OR REPUTATIONAL HARM—ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CUSTOMER'S USE OF THE SERVICE.
• Aggregate Monetary Liability Cap: COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, FROM ALL CAUSES OF ACTION, SHALL IN NO EVENT EXCEED THE TOTAL AGGREGATE FEES ACTUALLY PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Customer agrees to defend, indemnify, and hold harmless Company, its officers, directors, employees, and affiliates from and against any third-party claims, lawsuits, administrative proceedings, liabilities, damages, fines, and legal expenses (including reasonable attorney fees) arising from:

• Customer's hiring, screening, interview scoring, wage determination, or employment termination decisions;
• Any claim by an applicant alleging employment discrimination, wrongful failure to hire, or breach of Equal Employment Opportunity (EEO) statutes;
• Customer's breach of applicable data protection statutes (including failure to provide valid notices or obtain candidate consent); or
• Customer's violation of the Acceptable Use Policy set forth in Section 09.

• Term: This Agreement commences upon Customer's registration or execution of an Order Form and continues until all Subscriptions are cancelled or terminated.
• Cancellation by Customer: Customer may cancel their subscription via the Admin Billing Dashboard at any time. Cancellation takes effect at the end of the current paid billing cycle.
• Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice.
• Post-Termination Data Retrieval: Following termination, Customer will have thirty (30) calendar days to export candidate databases and interview records. After 30 days, Company will permanently and irrevocably purge Customer Workspace data in compliance with GDPR Art. 28(3)(g).

This Agreement shall be governed by and construed in accordance with the substantive laws of Bangladesh, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

Prior to commencing formal litigation, the parties agree to engage in good-faith executive negotiations for thirty (30) days. Any dispute, controversy, or claim arising under or relating to this Agreement that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the competent commercial courts in Dhaka, Bangladesh.