Talent.AI Limited Terms of Service

 

1. Definitions

In these Terms and Conditions the following expressions have the following meanings:

“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 and Conditions.

“ATS”: the Applicant Tracking System provided by Talent.AI as part of the Hosted Services.

“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.

“Client”: the person or firm who purchases Services from Talent.AI specified in the Order.

“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 will commence providing the Services to Client as specified in the Order.

“Customer Data”: all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer.

“Customer Personal Data”: any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement.

“Data Protection Laws”: all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679).

“Documentation”: the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer.

“Hosted Services”: the Talent.AI ATS and related services, as specified in the Hosted Services Specification, which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms and Conditions.

“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, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Maintenance Services”: the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades.

“Order”: the Client’s order for Services as set out on the cover page to these Terms and Conditions.

“Personal Data”: has the meaning given to it in the General Data Protection Regulation (Regulation (EU) 2016/679).

“Platform”: the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed.

“Provider”: Talent.AI Limited.

“Services”: the services provided by Talent.AI to the Client, including the Hosted Services (ATS), Support Services, Maintenance Services, and advertising services.

“Support Services”: support in relation to the use of, and the identification and resolution of errors in, the Hosted Services.

“Term”: the term of this Agreement as specified in the Order.

2. Appointment and Duration

2.1 The Client hereby appoints Talent.AI to provide the Services in accordance with this Agreement.

2.2 The Client’s signing of the Order constitutes an offer by the Client to purchase the Services.

2.3 The Order shall be deemed to be accepted and the Agreement shall come into existence when the Client signs and returns the Order.

2.4 The Agreement shall continue for the Term unless and until terminated by either Party in accordance with clause 12.

3. Performance of the Services

3.1 Talent.AI will provide the Services specified in the Order to the Client, including:

a) Hosted Services (ATS)

b) Recruitment Advertising Services

c) Support Services

3.2 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.

3.3 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.

3.4 The Client shall:

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

3.4.2 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

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

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.

5.2 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;

(c) the Customer must not use the Hosted Services to provide services to third parties;

(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 The Charges for the Services shall be as set out in the Order.

8.2 The Client shall pay each invoice submitted by Talent.AI:

8.2.1 within 14 days of the date of the invoice; and

8.2.2 in full and in cleared funds to a bank account nominated in writing by Talent.AI.

8.3 All amounts payable by the Client under the Agreement are exclusive of amounts in respect of value added tax chargeable for the time being (VAT).

8.4 Talent.AI may charge interest on all overdue debts under this Agreement in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

8.5 Failure to pay within these agreed terms can result in:

(a) Services being suspended

(b) Loss of any discount, all discounts are agreed subject to correct payment terms.

(c) Claim of 4% interest under the Late Payment of Commercial Debts (Interest) Act 1998; accruing on a daily basis

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; and

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; or

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 notice in writing to the other if the other Party:

12.1.1 commits a material breach of any of the terms of this Agreement and, in the case of a breach capable of remedy, fails to remedy such breach within 30 days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or

12.1.2 becomes insolvent, enters into liquidation, or has a receiver appointed over its assets.

12.2 The Parties’ rights, duties and responsibilities shall continue in full force during the agreed period of notice and whether or not there is a period of notice, the Client shall pay all sums due in respect of work done and expenditure committed by Talent.AI until the end of the Agreement.

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 5 (Data processing information) and of the types specified in Part 2 of Schedule 5 (Data processing information); and the Provider shall only process the Customer Personal Data for the purposes specified in Part 3 of Schedule 5 (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 5 (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 and only legally binding agreement between the Parties relating to the Services, and replaces any previous agreements or arrangements.

15.2 No variation to this Agreement on behalf of Talent.AI can be made otherwise than in writing signed by a director of Talent.AI.

15.3 Any failure by Talent.AI to enforce at any particular time any one or more of the terms of this Agreement shall not be deemed a waiver of such rights or of the right to subsequently enforce the terms of this Agreement.

15.4 Neither Party shall assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it without the prior written consent of the other Party, such consent not to be unreasonably conditioned, withheld or delayed.

15.5 No provision of this Agreement shall be enforceable by any person who is not a Party to it pursuant to the Contract (Rights of Third Parties) Act 1999.

15.6 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

15.7 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

15.8 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

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.

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

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

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

7. Technical and organizational 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.

9. International transfers

Personal data may be transferred to countries outside the European Economic Area (EEA) only when necessary for 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.