Talent.AI Limited Terms of Service

1. Definitions

In this Agreement the following definitions apply:

Term	Meaning
“Advertisements”	the Client’s advertisements for job vacancies to be provided to Talent.AI in connection with the Services.
“Agreement”	the contract between Talent.AI and the Client for the supply of Services comprising the Order and these Terms of Service.
“AI Assessment Feature”	the functionality within the Hosted Services that parses Candidate CV text and, via the OpenAI Sub-processor, produces an executive summary, a suitability score (1–5) and suggested interview questions for human review.
“ATS”	the applicant tracking system provided by Talent.AI as part of the Hosted Services.
“Billing Method”	the method selected by the Client for payment of the Charges, being either Stripe Billing or Invoice Billing, each as defined below.
“Business Day”	any day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Candidates”	persons who respond to any Advertisements.
“Charges”	the charges payable by the Client for the supply of the Services, as specified in the Order and calculated in accordance with Clause 8.
“Client Materials”	any materials provided to Talent.AI by the Client in order for Talent.AI to provide the Services.
“Commencement Date”	the date on which Talent.AI commences providing the Services, as specified in the Order.
“Customer Data”	all data, works and materials uploaded to or stored on the Platform by the Client, transmitted by the Platform at the instigation of the Client, supplied by the Client to the Provider for uploading to, transmission by or storage on the Platform, or generated by the Platform as a result of the Client’s use of the Hosted Services.
“Data Protection Laws”	all applicable laws relating to the processing of personal data, including while in force the UK GDPR and the Data Protection Act 2018.
“Hosted Services”	the ATS and related services, as specified in the Hosted Services Specification, made available by the Provider via the internet.
“Hosted Services Specification”	the specification for the Platform and Hosted Services set out in the Order and in the Documentation.
“Intellectual Property Rights”	patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get‑up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know‑how), and all other intellectual property rights, whether registered or unregistered.
“Invoice Billing”	the billing method described in Clause 8.4 whereby the Client pays the Charges against invoices issued by Talent.AI.
“Named User”	an individual user account for the Hosted Services.
“OpenAI Sub-processor”	OpenAI Ireland Ltd (processing in Azure Sweden region, zero-retention).
“Order”	the Client’s order for Services, incorporating these Terms of Service.
“Platform”	the platform managed by the Provider and used to provide the Hosted Services, including software and hardware.
“Services”	the Hosted Services, Support Services, Maintenance Services and any recruitment advertising services supplied by the Provider.
“Stripe Billing”	the billing method described in Clause 8.3 whereby the Client pays the Charges automatically via Stripe.
“Term”	the period stated in the Order, commencing on the Commencement Date and ending automatically on the last day of that period, unless earlier terminated in accordance with Clause 12.

All capitalised terms not otherwise defined shall have the meaning given in the body of this Agreement.

2. Appointment and Duration

2.1 The Client appoints the Provider to supply, and the Provider agrees to provide, the Services in accordance with this Agreement.
2.2 The Client’s signature (whether electronic or wet‑ink) of the Order constitutes an offer to purchase the Services. The Agreement comes into existence when the Provider countersigns the Order or otherwise confirms acceptance in writing.
2.3 Unless terminated earlier in accordance with Clause 12, this Agreement shall continue for the Term. Subject to Clause 8.4.1(e) (automatic renewal for Invoice Billing agreements), it shall then cease automatically at the end of the Term unless the parties agree otherwise in writing (including by email).

3. Performance of the Services

3.1 The Provider shall supply the Services set out in the Order with reasonable care and skill.
3.2 All decisions regarding the suitability, engagement and recruitment of Candidates are the sole responsibility of the Client. Any AI-generated score is advisory only and must be considered by a human before any decision is made, and the Client will, on request, provide candidates with an explanation of the key factors that influenced any AI-generated score.
3.3 Except as expressly stated in this Agreement, the Provider gives no warranty and makes no representation that any particular result or number of Candidates will be achieved.

4. Advertising Services

4.1 Talent.AI will provide the Services specified in the Order to the Client, including arranging for the placing of Advertisements in commercially available advertising inventory in the volumes and as otherwise set out in the Order.

4.2 All decisions on the suitability and recruitment of Candidates shall be the responsibility of the Client, including interviewing, reference requesting, the obtaining of work and other permits, for the arrangement of any medical examinations and/or investigations into the medical history of any candidate to satisfy any medical and other requirements or qualifications required by law.

4.3 Talent.AI warrants to the Client that the Services will be provided using reasonable care and skill. Talent.AI makes no other warranty as to the Services. Without limiting the foregoing, Talent.AI in particular makes no guarantee as to the suitability or quality of any Candidates or the volume or nature of any applications or responses to the Services.

4.4 By purchasing a service from Talent.AI, the Client is allowing Talent.AI to act on their behalf utilizing the Client’s employer brand name and logo. All external communications carried out by Talent.AI (including logos, adverts, candidate communications) are on behalf of the Client and are the responsibility of the Client. Talent.AI accepts no legal responsibility for the content or images that are advertised on behalf of a Client and disclaims all liability for negligence.

4.5 Talent.AI may, from time to time and without notice, change the Services offered. Talent.AI reserves the right to change the job boards used for advertising without communicating this with the client. Talent.AI will endeavour to ensure that this doesn’t happen but sometimes it is essential and no prior warning can unfortunately be given.

4.6 The advertising inventory provided by Talent.AI, also referred to as ‘credits’, shall be valid for a period of 12 months from the date of purchase. Any unused advertising inventory or ‘credits’ remaining at the end of this 12-month period shall expire and will not be carried forward or refunded. The Client is responsible for ensuring the timely use of their advertising inventory or ‘credits’ within the specified validity period. Talent.AI reserves the right to cancel or invalidate any unused advertising inventory or ‘credits’ after the expiry of the 12-month validity period without any further notice or compensation to the Client.

5. Hosted Services

5.1 The Provider shall make the Hosted Services available to the Customer according to the provisions of this Agreement during the Term.

5.1.1 The Hosted Services incorporate the AI Assessment Feature. Candidate CV text is transmitted to and processed by the OpenAI Sub-processor in the Azure Sweden region. All output generated is recommendatory and the Client must apply human judgement before making any hiring decision.

5.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the internal business purposes of the Customer in accordance with the Documentation during the Term.

5.3 The licence granted by the Provider to the Customer under Clause 5.2 is subject to the following limitations:

(a) the Hosted Services may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer;

(b) the Hosted Services may only be used by the named users identified in the Order, providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein; and

(c) the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in the Order, providing that the Customer may add or remove concurrent user licences in accordance with the procedure set out therein.

5.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 5.2 is subject to the following prohibitions:

(a) the Customer must not sub-license its right to access and use the Hosted Services;

(b) the Customer must not permit any unauthorised person to access or use the Hosted Services;

(d) the Customer must not republish or redistribute any content or material from the Hosted Services; and

(e) the Customer must not make any alteration to the Platform.

5.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to account access details, to ensure that no unauthorised person may gain access to the Hosted Services using any account.

5.6 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an account comply with Schedule 1 (Acceptable Use Policy).

5.7 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

5.8 The Customer must not use the Hosted Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

5.9 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

6. Customer Data

6.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement, subject to any express restrictions elsewhere in the Agreement.

6.2 The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with the Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

6.3 The Provider shall create a backup copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the backup was taken, and shall retain and securely store each such copy for a minimum period of 30 days.

6.4 Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any backup copy created and stored by the Provider in accordance with Clause 6.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

7. Client Obligations

7.1 The Client shall:

7.1.1 co-operate with Talent.AI in all matters relating to the Services;

7.1.2 provide Talent.AI with such information and materials as Talent.AI may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; and

7.1.3 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start.

8. Charges and Payment

8.1 General

8.1.1 The Charges for the Services are as stated in the Order and are exclusive of VAT.

8.1.2 The Client shall select a Billing Method in the Order. If none is selected, Stripe Billing will apply by default.

8.1.3 Interest on overdue sums accrues on a daily basis at the rate of four per cent (4%) per annum above the Bank of England base rate, from the due date until payment in full, whether before or after judgment, and the Provider may recover reasonable costs of collection in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

8.2 User Licences and Pro‑Rata Adjustments

8.2.1 The Charges are calculated by reference to the number of Named Users licensed to use the Hosted Services.

8.2.2 Where the Client adds additional Named Users part‑way through a billing period, the Provider will charge the applicable portion of the Charges pro‑rata for the remainder of that period (the “Pro‑Rata Charge”). Pro‑Rata Charges are payable immediately (in the case of Stripe Billing) or within fourteen (14) days of invoice (in the case of Invoice Billing).

8.2.3 Where the Client removes Named Users, the Charges will not be reduced, and no refund or credit will be given, for the unused portion of any billing period.

8.3 Stripe Billing (Website Sign‑Up)

8.3.1 If the Client selects Stripe Billing:

(a) the Client may choose either (i) monthly billing, payable in advance on the same calendar day each month, or (ii) annual billing, payable in advance for a full twelve‑month period;
(b) Charges (including any Pro‑Rata Charges) will be collected automatically via Stripe using the payment method provided by the Client;
(c) all payments are non‑refundable under any circumstances; and
(d) the Client may cancel at any time via the ATS interface, in which case the Agreement will terminate on the last day of the paid‑for period and no further Charges will fall due.

8.3.2 If the Client fails to pay any amount due under Stripe Billing (for example, owing to an expired or cancelled payment card), the Provider may immediately suspend access to the Hosted Services and will re‑attempt collection of the outstanding amount for up to ten (10) Business Days. If payment has not been received at the end of that period, the Agreement may be terminated by the Provider with immediate effect.

8.4 Invoice Billing (Sales‑Led Agreements)

8.4.1 If the Client selects Invoice Billing, the following shall apply:

(a) the Term shall be a minimum of twelve (12) months and may be for a multi‑year period as specified in the Order;
(b) Charges shall be invoiced annually in advance (or as otherwise stated in the Order) and are payable within fourteen (14) days of the date of invoice;
(c) where additional Named Users are added, the Provider will issue a further invoice for the Pro‑Rata Charge, payable within fourteen (14) days;
(d) the Client may terminate the Agreement with effect from the last day of the Term by giving not less than forty‑five (45) days’ written notice before that day; and
(e) Automatic renewal: unless the Client gives at least forty‑five (45) days’ written notice before the end of the Term, the Agreement will automatically renew for a further period of twelve (12) months at the then‑current pricing (and this clause shall apply to each renewed period).

8.4.2 If the Client fails to pay any invoice when due the Provider may suspend the Services on three (3) Business Days’ written notice and may charge interest in accordance with Clause 8.1.3.

8.5 Currency and VAT

All sums are payable in pounds sterling (GBP) unless otherwise agreed. VAT is chargeable in addition at the prevailing rate.

8.6 Price Review and Increases

8.6.1 The Provider may increase the Charges once in any twelve‑month period by an amount not exceeding five per cent (5%) to reflect inflation, increased costs of supply or enhancements to the Services.

8.6.2 Any increase will take effect only after the Provider has given at least thirty (30) days’ written notice and:
(a) for Clients on Stripe Billing, will apply from the start of the next billing cycle following expiry of the notice period; and
(b) for Clients on Invoice Billing, will apply from the start of the next Renewal Period (or, if the Term is multi‑year, from the next anniversary of the Commencement Date).

8.6.3 A price increase implemented in accordance with this Clause 8.6 shall not give the Client any additional right to terminate the Agreement before the end of the then‑current paid‑for period. Existing cancellation rights under Clauses 8.3.1(d) and 8.4.1(d) remain unaffected.

9. Intellectual Property Rights

9.1 Nothing in this Agreement will operate to transfer any Intellectual Property Rights from one Party to the other.

9.2 The Client hereby warrants and represents that the provision of the Client Materials to Talent.AI will not infringe the Intellectual Property Rights of any third party.

9.3 The Client shall indemnify and keep indemnified Talent.AI against any costs, claims or liabilities incurred directly or indirectly by Talent.AI arising out of any claim that the Client Materials infringe the Intellectual Property Rights of any third party.

10. Confidentiality

10.1 Neither Party shall at any time during the Term nor for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party.

10.2 Each Party may disclose the other Party’s confidential information:

10.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other Party’s confidential information comply with this clause 10.2;

10.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under the Agreement.

11. Liability

11.1 Nothing in the Agreement shall limit or exclude Talent.AI’s liability for:

11.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

11.1.2 fraud or fraudulent misrepresentation;

11.1.3 any other liability which cannot be limited or excluded by applicable law.

11.2 Subject to clause 11.1, Talent.AI’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to the total Charges paid or payable under the Agreement.

11.3 Talent.AI shall not be liable for loss of profits; loss of business; depletion of goodwill and/or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss of use; loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

12. Termination

12.1 Either party may terminate this Agreement immediately by written notice to the other if the other party:
(a) commits a material breach of this Agreement and (if remediable) fails to remedy that breach within thirty (30) days of being required in writing to do so;
(b) suffers an insolvency event; or
(c) fails to pay any amount due and payable under Clause 8 within ten (10) Business Days after the due date.
12.2 The Client may also terminate:
(a) under Clause 8.3.1(d) (cancellation of Stripe Billing); or
(b) under Clause 8.4.1(d) (notice for Invoice Billing agreements).
12.3 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement shall immediately cease;
(b) the Client shall immediately cease all use of the Services; and
(c) any sums properly invoiced and outstanding at the date of termination shall become immediately due and payable.
12.4 Clauses which expressly or by implication survive termination shall continue in full force.

13. Data Protection

13.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

13.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.

13.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement, the Personal Data of data subjects falling within the categories specified in Part 1 of Schedule 2 (Data processing information) and of the types specified in Part 2 of Schedule 2 (Data processing information); and the Provider shall only process the Customer Personal Data for the purposes specified in Part 3 of Schedule 2 (Data processing information).

13.4 The Provider shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 13.

13.5 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

13.6 The Provider shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures specified in Part 4 of Schedule 2 (Data processing information).

13.7 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws.

13.8 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 13 and the Data Protection Laws.

13.9 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

13.10 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider’s processing of Customer Personal Data with the Data Protection Laws and this Clause 13.

13.11 The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 13.

13.12 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.

14. Force Majeure

14.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

14.2 The party affected by a force majeure event shall notify the other party in writing of such event as soon as reasonably practicable and shall use all reasonable endeavours to mitigate the effect of the force majeure event on the performance of its obligations.

15. General

15.1 This Agreement constitutes the entire agreement between the parties and supersedes all earlier drafts, agreements and understandings.
15.2 No variation of this Agreement shall be effective unless in writing and signed by an authorised representative of each party.
15.3 No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
15.4 Save as expressly provided, a person who is not a party to this Agreement has no right to enforce its terms.
15.5 If any provision (or part‑provision) of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, and the remaining provisions shall not be affected.
15.6 This Agreement shall be governed by and construed in accordance with the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

16. Dispute Resolution

16.1 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be resolved in accordance with the provisions of this clause.

16.2 The parties shall attempt in good faith to resolve any dispute promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement.

16.3 If the dispute is not resolved by negotiation within 30 days of receipt of a written ‘invitation to negotiate’, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure.

16.4 If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if either party will not participate in the ADR procedure, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

16.5 The arbitration shall be conducted as follows:

16.5.1 The number of arbitrators shall be one.

16.5.2 The seat, or legal place, of arbitration shall be London, England.

16.5.3 The language to be used in the arbitral proceedings shall be English.

16.5.4 The governing law of the contract shall be the substantive law of England and Wales.

16.6 Notwithstanding the foregoing, either party may seek interim or temporary injunctive relief in any court of competent jurisdiction.

16.7 The parties agree to keep confidential all matters relating to the arbitration, including related court proceedings, to the greatest extent practicable.

16.8 This clause shall survive termination of this Agreement.

17. Notices

17.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

17.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

17.1.2 sent by email to the address specified in the Order.

17.2 Any notice shall be deemed to have been received:

17.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

17.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;

17.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

17.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

18. Additional Provisions

18.1 Employment‑Law Disclaimer
The Client is solely responsible for ensuring that its recruitment practices, job advertisements and employment decisions comply with all applicable employment, equal opportunities and anti‑discrimination legislation. The Provider makes no representation or warranty that the Services or any Advertisements created or published using the Services will satisfy those obligations.

18.2 Publicity / Logo Use
Unless the Client notifies the Provider in writing to the contrary, the Provider may identify the Client as a customer on the Provider’s website, social‑media channels and marketing materials, using the Client’s name and logo strictly in accordance with any brand guidelines supplied by the Client.

18.3 API and Integrations
The Hosted Services may interoperate with, or depend upon, third‑party software, platforms and services (including external job boards). The Provider is not liable for any unavailability, reduced functionality or change in terms of such third‑party services, and any resulting inability of the Hosted Services to operate as intended shall not constitute a breach of this Agreement.

18.4 Non‑Solicitation
During the Term and for six (6) months thereafter, the Client shall not, without the Provider’s prior written consent, directly or indirectly solicit for employment or engage any employee of the Provider who is or has been directly involved in the provision of the Services. This restriction shall not apply to recruitment resulting from bona‑fide public advertisements that are not specifically targeted at such employees.

SCHEDULE 1: ACCEPTABLE USE POLICY

Introduction

1.1 This acceptable use policy (the “Policy”) sets out the rules governing:

(a) the use of the website at app.talent.ai, any successor website, and the services available on that website or any successor website (the “Services”); and

(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services (“Content”).

1.2 References in this Policy to “you” are to any customer for the Services and any individual user of the Services (and “your” should be construed accordingly); and references in this Policy to “us” are to Talent.AI Limited (and “we” and “our” should be construed accordingly).

1.3 By using the Services, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.

1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.

General usage rules

2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2 You must not use the Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

2.3 You must ensure that all Content complies with the provisions of this Policy.

Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d) infringe any right of confidence, right of privacy or right under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(g) be in contempt of any court, or in breach of any court order;

(h) constitute a breach of racial or religious hatred or discrimination legislation;

(i) be blasphemous;

(j) constitute a breach of official secrets legislation; or

(k) constitute a breach of any contractual obligation owed to any person.

3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

Graphic material

4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question.

4.2 Content must not depict violence in an explicit, graphic or gratuitous manner.

4.3 Content must not be pornographic or sexually explicit.

Factual accuracy

5.1 Content must not be untrue, false, inaccurate or misleading.

5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

Negligent advice

6.1 Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.

6.2 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

Etiquette

7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.

7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

7.3 Content must not be liable to cause annoyance, inconvenience or needless anxiety.

7.4 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.

7.5 You must not use the Services for the purpose of deliberately upsetting or offending others.

7.6 You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.

7.7 You must ensure that Content does not duplicate other content available through the Services.

7.8 You must ensure that Content is appropriately categorised.

7.9 You should use appropriate and informative titles for all Content.

7.10 You must at all times be courteous and polite to other users of the Services.

Marketing and spam

8.1 You must not without our written permission use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.

8.2 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam – which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.

8.3 You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you find using the Services.

8.4 You must not use the Services to promote or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, “get rich quick” schemes or similar letters, schemes or programs.

Gambling

9.1 You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.

Monitoring

10.1 You acknowledge that we may actively monitor the Content and the use of the Services.

Data mining

11.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

Hyperlinks

12.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

Harmful software

13.1 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

13.2 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

SCHEDULE 2: DATA PROCESSING INFORMATION

1. Categories of data subjects

The personal data processed concern the following categories of data subjects:

Job applicants
Employees and contractors of the Customer
Employees and contractors of the Customer’s clients

2. Types of Personal Data

The personal data transferred concern the following categories of data:

Name, email address, phone number, and other contact details
Employment history and educational background
Skills, qualifications, and certifications
Any other information included in CVs or job applications

Special-category data disclaimer: Special-category data should not be provided; if supplied inadvertently it is ignored by the AI Assessment Feature.

3. Purposes of processing

The purpose of the data processing is to facilitate recruitment and talent management processes, including:

Posting job advertisements
Receiving and processing job applications
Candidate screening and selection
Communication with candidates
Reporting and analytics related to recruitment activities
Generation of executive summaries, suitability scores (1-5) and interview questions through the AI Assessment Feature for the purpose of assisting recruiters

4. Duration of processing

Personal data will be processed for the duration of the agreement between Talent.AI and the Customer, and for a period of 365 days following the termination of the agreement, unless otherwise required by law.

5. Nature and purpose of processing

The nature and purpose of the processing is to provide recruitment and talent management services to the Customer through the Talent.AI platform.

6. Types of processing operation

The personal data will be subject to the following basic processing activities:

Collection, recording, and storage of personal data
Retrieval and consultation of personal data
Use of personal data for candidate evaluation and selection
Disclosure of personal data to authorized users within the Customer’s organisation
Erasure or destruction of personal data upon request or as required by law
Algorithmic text analysis and scoring

7. Technical and organisational security measures

Talent.AI implements appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including:

Encryption of personal data in transit and at rest
Ability to ensure ongoing confidentiality, integrity, availability, and resilience of processing systems and services
Ability to restore availability and access to personal data in a timely manner in the event of a physical or technical incident
Process for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing

8. Sub-processors

Talent.AI may engage sub-processors to perform specific processing activities. The Customer will be informed of any intended changes concerning the addition or replacement of sub-processors and will have the opportunity to object to such changes.

Name	Location	Purpose	Retention
OpenAI Ireland Ltd (Azure Sweden Region)	Stockholm, Sweden (EEA)	Natural-language processing to generate candidate summaries and scores	Up to 30 days (or zero-retention where configured)

9. International transfers

For the AI Assessment Feature, all processing occurs within the European Economic Area (Azure region Sweden) so no restricted transfer occurs. Personal data may be transferred to countries outside the European Economic Area (EEA) only when necessary for other aspects of the provision of services and subject to appropriate safeguards in accordance with applicable data protection laws.

10. Data subject rights

Talent.AI will assist the Customer in responding to requests from data subjects exercising their rights under applicable data protection laws.

11. Data breach notification

Talent.AI will notify the Customer without undue delay upon becoming aware of a personal data breach affecting the Customer’s personal data.

12. Data protection impact assessments

Talent.AI will provide reasonable assistance to the Customer with any data protection impact assessments which the Customer reasonably considers to be required by Article 35 of the GDPR.

13. Records of processing activities

Talent.AI shall maintain records of its processing activities in accordance with Article 30 of the GDPR.

14. Cooperation with supervisory authorities

Talent.AI shall cooperate, on request, with the supervisory authority in the performance of its tasks.