Terms of Service (Draft)

0Summary (not part of the agreement)

This summary is provided for convenience only. It is not part of the agreement and does not change the terms below.

Talentino is a business tool. These terms are between us and your organization, not between us and individual job candidates.
You decide what candidate data goes into Talentino, and you remain legally responsible for that data.
Talentino scores, ranks and explains candidates. It does not make hiring decisions. You do.
AI output can be wrong. You must review it before acting on it.
We do not promise a specific level of uptime unless we have signed a separate service level agreement with you.
Our liability is capped. See section 15.

1Who these terms are between

These Terms of Service (the "Terms") form a binding agreement between:

Still to be filled in: LEGAL ENTITY NAME, a company incorporated under the laws of the Kingdom of Morocco, registered under number Still to be filled in: COMPANY REGISTRATION NUMBER, with its registered office at Still to be filled in: REGISTERED ADDRESS ("Talentino", "we", "us", "our"); and
the legal entity or individual that creates an account for, subscribes to, or otherwise uses the Services ("Customer", "you", "your").

By creating an account, clicking to accept these Terms, or using the Services, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and "you" means that organization.

If you do not agree to these Terms, do not use the Services.

2What the Services are

"Services" means, together:

the Talentino web application at app.talentino.io and any successor or related domains we designate;
the Talentino marketing website at talentino.io;
Talentino Scout, our browser extension distributed through the Chrome Web Store;
any application programming interfaces (APIs), integrations, and documentation we make available to you; and
any support, professional services, or other services we agree to provide.

The Services are a software platform for evaluating job candidates. Their principal functions, as offered at the date of these Terms, are:

(a) importing candidate resumes and profile information (by file upload, email, application forms you create, and capture from professional profile pages you are viewing, using Talentino Scout);
(b) parsing that material and extracting structured information from it;
(c) extracting requirements from a job description you supply, and letting you set, weight, and mark requirements as must-haves;
(d) scoring and ranking candidates against those requirements, and generating written explanations, per-requirement breakdowns, and citations back to the source document;
(e) generating suggested interview questions and suggested outreach emails requesting information missing from a candidate's file;
(f) storing candidates in a searchable database, with notes, statuses, lists, comparisons and an activity history for your team.

We may add, change, or remove features. We will not make a change that materially reduces the core functionality of a paid plan during a period you have already paid for, without offering you the choice described in section 17.

2.1The Services are business tools

The Services are provided for use by businesses and other organizations in the course of their professional recruitment activities. They are not offered to consumers, and they are not intended for personal, family, or household use. You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) to create an account.

2.2What the Services are not

The Services do not provide legal advice, employment law advice, or human resources advice. Nothing produced by the Services is a recommendation to hire, reject, interview, or take any other action in respect of any person. See section 6.

3Your account

You must provide accurate account information and keep it current. You are responsible for:

all activity that occurs under your account and under the accounts of your Authorized Users;
keeping credentials, API keys, and access tokens confidential; and
notifying us promptly at Still to be filled in: SECURITY CONTACT EMAIL if you become aware of any unauthorized access to or use of your account.

"Authorized Users" means your employees, contractors, and agents whom you invite to use the Services under your account. You are responsible for their acts and omissions as if they were your own, and you must ensure they comply with these Terms.

You must not share a single user seat between multiple individuals, except where your plan expressly permits it.

4Your data and our respective roles

4.1Definitions

"Customer Data" means all data, text, files, resumes, job descriptions, profile information, notes, and other content that you or your Authorized Users upload to, capture into, generate within, or otherwise submit to the Services, together with the outputs the Services generate from that content for you.

4.2Ownership

As between you and us, you own and retain all right, title and interest in Customer Data. We claim no ownership of it.

4.3Our licence to process it

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, process, and otherwise use Customer Data solely to:

(a) provide, maintain, secure, and support the Services for you;
(b) comply with your documented instructions;
(c) prevent or address technical problems, security incidents, fraud, and abuse; and
(d) comply with applicable law.

This licence ends when the Customer Data is deleted in accordance with section 16, except to the extent we are required by law to retain it.

4.4We do not use your data to train AI models

We do not use Customer Data to train, fine-tune, or otherwise improve any general-purpose artificial intelligence or machine learning model, whether ours or a third party's, unless you separately and expressly opt in in writing. Where we use third-party AI providers to process Customer Data, we contract with them on terms that prohibit them from using Customer Data for their own model training. See the Privacy Policy for the current list of those providers.

4.5Aggregated and de-identified statistics

We may generate and use aggregated, statistical, and de-identified information derived from the operation of the Services (for example, counts of resumes processed, feature usage, and error rates) to operate, secure, analyze and improve the Services and our business. We will not publish or disclose such information in a form that identifies you, any Authorized User, or any candidate.

4.6Data protection roles

For personal data contained in Customer Data (including candidate personal data), you act as the controller (or, where you process on behalf of your own client, as a processor) and we act as your processor (or sub-processor), within the meaning of Regulation (EU) 2016/679 ("GDPR") and equivalent laws.

Our processing of that personal data is governed by our Data Processing Agreement ("DPA"), available at Still to be filled in: DPA URL, which is incorporated into these Terms by reference. Where the DPA conflicts with these Terms in respect of the processing of personal data, the DPA prevails.

Separately, we act as controller in respect of personal data we process for our own purposes, such as account administration, billing, security, and marketing to you. That processing is described in our Privacy Policy at Still to be filled in: PRIVACY POLICY URL.

4.7Your data protection responsibilities

You represent, warrant, and undertake that, in respect of all Customer Data:

(a) you have a valid legal basis for collecting the personal data and for having us process it on your behalf;
(b) you have provided all notices and obtained all consents, authorizations and permissions required by applicable law, including any notice owed to candidates whose data you did not collect directly from them (for example, profiles captured with Talentino Scout);
(c) you will comply with applicable data protection law in your use of the Services, including in relation to retention, accuracy, minimization, and the handling of data subject requests;
(d) you will not upload or capture special categories of personal data (as defined in Article 9 GDPR, for example data revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, health, sex life or sexual orientation, or genetic or biometric data) except to the extent it is unavoidably present in a resume or professional profile a candidate has chosen to provide, and you will not use the Services to search, filter, score, or rank candidates on the basis of such data;
(e) you will not upload data relating to criminal convictions and offences, or data subject to sector-specific regimes (for example health records or payment card data), unless we have agreed in writing in advance; and
(f) your instructions to us will not cause us to breach applicable data protection law.

5Talentino Scout (browser extension)

Talentino Scout captures information from professional profile pages that you are viewing, and saves it into your Talentino candidate database. This section applies in addition to the rest of these Terms whenever you use Scout.

5.1You direct the capture

Scout operates on pages you choose to visit, at your instruction, using your own browser session and your own access to the relevant third-party website. We do not select which profiles you capture, and we do not access any third-party website on your behalf other than through your browser as you direct.

5.2Third-party website terms are your responsibility

Professional networking websites, including LinkedIn, impose their own terms of use on their users. Those terms commonly restrict copying, exporting, and automated collection of data from the site. You are solely responsible for ensuring that your use of Scout complies with the terms of any website you use it on, and with any agreement you have with the operator of that website. If you are unsure whether your intended use is permitted, do not use Scout for that purpose.

You acknowledge that:

(a) the operator of a third-party website may restrict, suspend, or terminate your account with that website, or take other action against you, as a result of activity it considers to breach its terms, and we are not responsible for that outcome;
(b) third-party websites change frequently and may change in ways that break Scout, and we do not warrant that Scout will continue to work with any particular website; and
(c) we may modify or discontinue Scout, or restrict it from operating on particular websites, at any time.

5.3No affiliation

Talentino is not affiliated with, endorsed by, sponsored by, or in any way officially connected with LinkedIn Corporation, Microsoft Corporation, or any other third-party website operator. All product names, logos, and brands referenced are the property of their respective owners and are used for identification purposes only.

5.4Lawful basis and candidate notice

Where you capture a profile of a person in the European Economic Area, the United Kingdom, or another jurisdiction with comparable law, you are the controller for that processing. It is your responsibility to identify and document a lawful basis for it, to carry out any balancing assessment that basis requires, and to satisfy the obligation to inform the individual that you hold their data (in the EEA, Article 14 GDPR). We provide tooling; we do not provide that lawful basis for you.

5.5Volume and rate

You must not use Scout in a manner that places an unreasonable load on any third-party website, that circumvents any technical access control, rate limit, login wall, or blocking measure, or that uses credentials or accounts you are not entitled to use.

6AI output, human oversight, and hiring decisions

This section is important. Read it carefully.

6.1The Services assist; they do not decide

The Services produce scores, rankings, classifications, summaries, suggested questions, and suggested emails. All of these are decision support. They are not decisions. The Services do not automatically reject, eliminate, hire, or communicate a hiring outcome to any candidate. A person on your team takes every action that affects a candidate.

6.2You must keep a human in the loop

You agree that:

(a) you will not use the output of the Services as the sole basis for any decision that produces legal effects concerning a candidate or similarly significantly affects them, including a decision to reject, shortlist, or advance a candidate;
(b) a suitably informed member of your team, with the authority and the practical ability to reach a different conclusion, will review the underlying candidate material before any such decision is taken; and
(c) you will not build, configure, or operate any process (including through our API) that converts an output of the Services into a candidate-affecting decision without that review.

This is not merely a contractual preference. Under Article 22 GDPR and comparable laws, a decision based solely on automated processing that significantly affects a person is restricted, and a formal sign-off on an algorithmic recommendation may not qualify as meaningful human involvement.

6.3AI output can be wrong

Artificial intelligence systems, including those used in the Services, can produce output that is inaccurate, incomplete, out of date, or otherwise unsuitable. Resume parsing can misread documents. Scoring can misjudge a candidate's experience. Generated text can contain errors. You must review output before relying on it. We do not warrant the accuracy, completeness, reliability, or fitness for any purpose of any output. See section 14.

6.4Consistency of scoring

The Services are designed so that the same candidate document, evaluated against the same job configuration on the same version of the platform, produces the same score. This is a design property of the scoring engine, not a warranty. Results may legitimately differ where the input document, the requirements, the weightings, the platform version, or an underlying model or component changes. Nothing in this section 6.4 creates a warranty, and section 14 applies to it in full.

6.5No warranty of fair or non-discriminatory outcomes

We design the Services to apply the criteria you configure consistently across candidates, and we offer features intended to reduce the influence of certain identifying information during evaluation. We do not warrant that use of the Services will produce non-discriminatory outcomes, eliminate bias, or ensure compliance with any equality, anti-discrimination, employment, or fair-hiring law. Those laws apply to you as the employer or recruiter. You are responsible for:

(a) deciding which requirements and weightings to use, and whether they are lawful and job-related in your jurisdiction;
(b) monitoring your own hiring outcomes for adverse impact;
(c) any audit, notice, consent, or disclosure obligation that applies to your use of automated employment decision tools in your jurisdiction; and
(d) providing any reasonable accommodation or alternative process a candidate is entitled to.

6.6EU AI Act

Systems intended to be used for the recruitment or selection of natural persons, in particular to filter applications and evaluate candidates, are listed in Annex III of Regulation (EU) 2024/1689 (the "AI Act"). We consider the Services to fall within that description and treat them accordingly.

Under the AI Act, obligations are split between the provider of an AI system and the deployer that uses it. When you use the Services to evaluate candidates, you are the deployer, and deployer obligations (including Article 26) fall on you. Those include, in outline, using the system in accordance with our instructions for use, assigning human oversight to people with the necessary competence and authority, ensuring input data is relevant and sufficiently representative for your purpose, monitoring operation, keeping logs where they are under your control, and informing affected workers' representatives and candidates where required.

You also become the provider of a high-risk AI system in your own right, with the full set of provider obligations, if you do any of the things described in Article 25 of the AI Act, including putting your name or trade mark on the system, making a substantial modification to it, or changing its intended purpose. You must not do any of those things without our prior written agreement.

We will make available the information and documentation we are required to provide to deployers, on the timetable the AI Act sets. We do not currently claim to have completed a conformity assessment, obtained a CE marking, or registered the Services in the EU database. See the Privacy Policy for our current statement of posture and the applicable dates.

6.7Candidate communications

Where you use the Services to generate and send emails to candidates, those emails are sent on your behalf and in your name. You are the sender for the purposes of applicable electronic communications and marketing law. You are responsible for their content, for having a lawful basis to contact the recipient, and for honoring any objection or opt-out.

7Acceptable use

You must not, and must not permit any Authorized User or third party to:

(a) use the Services in breach of any applicable law, including data protection, employment, anti-discrimination, consumer protection, export control, and sanctions law;
(b) use the Services to make or support any decision about a person on the basis of a special category of personal data, or on the basis of a protected characteristic under applicable law;
(c) upload material you do not have the right to upload, or that infringes any third party's intellectual property, privacy, or other rights;
(d) upload or transmit malware, or attempt to gain unauthorized access to the Services, to another customer's data, or to any system or network connected to the Services;
(e) probe, scan, or test the vulnerability of the Services, or circumvent any security, authentication, rate limiting, or usage measurement mechanism, except under a written testing authorization from us;
(f) reverse engineer, decompile, or disassemble the Services, or attempt to derive their source code, models, weights, prompts, or underlying algorithms, except to the extent this restriction is prohibited by applicable law;
(g) use the Services, or any output of the Services, to build, train, or improve a competing product or service, or to benchmark the Services for publication without our prior written consent;
(h) resell, sublicense, timeshare, or provide the Services to third parties as a service bureau, except that you may use the Services to provide recruitment services to your own clients where your plan permits it and you remain responsible for compliance;
(i) use automated means to access the Services other than through our documented APIs;
(j) impersonate any person, or misrepresent your affiliation with any person or entity; or
(k) use the Services to harass, stalk, profile, or surveil any individual for a purpose unrelated to a genuine and specific recruitment process.

We may investigate suspected breaches of this section and may suspend access under section 12.

8Fees, credits and payment

8.1Plans and credits

The Services are offered on a free tier and on paid plans. Certain AI-powered actions consume credits. The number of credits an action consumes, and the credits included in each plan, are as described in the Services and at Still to be filled in: PRICING PAGE URL at the time you use them. The Services display the credit cost of an action before it runs.

8.2Payment

You will pay all fees for your plan and for any credits you purchase, in the currency and on the billing cycle stated at the point of purchase. Unless stated otherwise, fees are due in advance and are payable by the payment method you register with us. You authorize us and our payment processor to charge that method.

8.3Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value added, withholding, and similar taxes and duties, other than taxes on our income. If you are required by law to withhold any amount from a payment to us, you will gross up the payment so that we receive the amount we would have received without the withholding.

8.4Renewal

Paid plans renew automatically for successive periods equal to the then-current term, unless you cancel before the end of the current period. You can cancel from within your account settings. Cancellation takes effect at the end of the current paid period.

8.5Refunds

Except where required by applicable law, or where we expressly agree in writing:

(a) fees already paid are non-refundable;
(b) credits already consumed are non-refundable, including where you are dissatisfied with the output of an AI action;
(c) unused credits are not exchangeable for cash and expire as stated at the time of purchase or, if no expiry is stated, Still to be filled in: CREDIT EXPIRY PERIOD after purchase; and
(d) we do not provide pro-rata refunds for partial periods on cancellation.

If we terminate your account for convenience under section 12.2, we will refund the unused portion of any prepaid fees for the period after termination.

8.6Late payment and price changes

We may suspend the Services if fees are more than Still to be filled in: GRACE PERIOD, e.g. 14 days overdue, after giving you notice and a reasonable opportunity to pay. We may change our prices with at least Still to be filled in: NOTICE PERIOD, e.g. 30 days' notice, effective from your next renewal. If you do not accept a price change, you may cancel before it takes effect.

9Free tier, trials and beta features

We may offer free tiers, trials, and features designated as beta, preview, or experimental. These are provided as is, without any warranty, support commitment, or availability commitment, and we may modify, restrict, or discontinue them at any time without liability. We may impose usage limits on free tiers, and we may delete data in a free-tier or trial account that has been inactive for Still to be filled in: INACTIVE FREE ACCOUNT PERIOD, after giving notice to the account's registered email address.

10Our intellectual property

We and our licensors own all right, title and interest in and to the Services, including all software, models, prompts, scoring logic, user interfaces, documentation, trade marks, and all improvements to them. Subject to these Terms and to payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term, for your internal business purposes.

All rights not expressly granted are reserved. No rights are granted by implication or estoppel.

10.1Feedback

If you give us suggestions, feedback, or ideas about the Services, we may use them without restriction and without obligation to you. You are not required to give us feedback.

11Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Data is your Confidential Information. The non-public elements of the Services, our pricing, and our security documentation are our Confidential Information.

The receiving party will use the other's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel and advisors who need it and who are bound by confidentiality obligations at least as protective as these. This does not apply to information that is or becomes public without breach, was already known without duty of confidence, is independently developed, or is lawfully received from a third party.

If the receiving party is legally required to disclose Confidential Information, it will, where lawful, give prompt notice so the other party can seek protective treatment.

These obligations continue for Still to be filled in: CONFIDENTIALITY TAIL, e.g. 3 years after termination, and indefinitely for trade secrets and for personal data.

12Suspension and termination

12.1Suspension

We may suspend your access, in whole or in part, if:

(a) we reasonably believe there is a material security risk to the Services, to you, or to another customer;
(b) we reasonably believe you or an Authorized User is in material breach of section 7 (Acceptable use) or section 4.7 (data protection responsibilities);
(c) we are required to do so by law or by a competent authority; or
(d) fees are overdue as described in section 8.6.

We will give you notice before suspending, and an opportunity to cure, unless doing so is not practicable or would increase the risk. We will restore access promptly once the cause is resolved.

12.2Termination

Either party may terminate these Terms:

(a) for convenience, at the end of the then-current paid period, by cancelling in the account settings or by written notice;
(b) immediately, if the other party is in material breach and has not cured that breach within Still to be filled in: CURE PERIOD, e.g. 30 days of written notice; or
(c) immediately, if the other party becomes insolvent, enters liquidation or an equivalent procedure, or ceases to carry on business.

We may also terminate a free-tier account at any time on Still to be filled in: FREE TIER TERMINATION NOTICE, e.g. 30 days' notice.

12.3Effect of termination

On termination, your right to use the Services ends. Sections that by their nature should survive will survive, including sections 4.2, 4.5, 6.5, 8 (for amounts accrued), 10, 11, 13, 14, 15, 16, 18 and 19.

13Data export and deletion after termination

For Still to be filled in: POST-TERMINATION EXPORT WINDOW, e.g. 30 days after termination, you may export Customer Data using the export functionality in the Services, provided your account is not suspended for a reason under section 12.1(a) to (c).

After that window, we will delete or anonymize Customer Data within Still to be filled in: DELETION PERIOD, e.g. 90 days, except:

(a) data we are required by law to retain, for as long as that requirement lasts;
(b) data reasonably required to establish, exercise, or defend legal claims, for as long as that need lasts;
(c) backups, which are deleted on our ordinary backup rotation cycle of Still to be filled in: BACKUP RETENTION PERIOD; and
(d) aggregated and de-identified information as described in section 4.5.

We will confirm deletion in writing on request. The DPA governs deletion of personal data and prevails over this section to the extent of any conflict.

14Warranties and disclaimers

14.1Mutual

Each party warrants that it has the authority to enter into these Terms.

14.2Our limited warranty

We warrant that we will provide the Services with reasonable skill and care, and substantially in accordance with the documentation we make available.

14.3Disclaimer

Except as expressly stated in section 14.2, and to the maximum extent permitted by applicable law, the Services are provided "as is" and "as available", and we disclaim all other warranties, conditions, representations and terms, whether express, implied, statutory or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, and non-infringement.

Without limiting the above, we do not warrant that:

(a) the Services will be uninterrupted, timely, secure, or error-free;
(b) any output, score, ranking, classification, summary, extracted field, or generated text will be accurate, complete, current, or suitable for any purpose;
(c) the Services will identify the best candidate, or any suitable candidate, for any role;
(d) use of the Services will produce non-discriminatory, fair, or legally compliant hiring outcomes;
(e) the Services will detect fraudulent, falsified, or manipulated candidate material;
(f) the Services will remain compatible with any third-party website, browser, or service, including LinkedIn; or
(g) defects will be corrected.

14.4No service level commitment

We do not commit to any specific level of availability, uptime, response time, or support response time under these Terms. Any such commitment applies only if it is set out in a separate written service level agreement signed by both parties.

14.5Statutory rights

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain rights. Where that is the case, the exclusions and limitations in this section 14 apply only to the extent permitted, and nothing in these Terms excludes or limits any right you have that cannot lawfully be excluded or limited.

15Limitation of liability

15.1Excluded losses

To the maximum extent permitted by applicable law, neither party is liable for any indirect, incidental, special, consequential, or punitive loss, or for any loss of profits, revenue, business, goodwill, anticipated savings, or data, however caused and under any theory of liability, even if advised of the possibility of that loss.

15.2Cap

To the maximum extent permitted by applicable law, each party's total aggregate liability arising out of or in connection with these Terms, in any twelve-month period, is limited to the total fees you paid or owed to us for the Services in the twelve months immediately preceding the event giving rise to the liability.

For a Customer using only a free tier, that cap is Still to be filled in: FREE TIER LIABILITY CAP, e.g. EUR 100.

15.3Specific exclusion for decisions

We are not liable for any decision you take, or fail to take, in reliance on the Services, including any decision to reject, shortlist, interview, hire, or not hire a candidate, or for any claim, complaint, investigation, or proceeding brought by a candidate, an employee, a regulator, or any other person in connection with such a decision.

15.4Carve-outs

Nothing in these Terms limits or excludes liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) your obligation to pay fees;
(d) either party's breach of section 11 (Confidentiality) through wilful misconduct; or
(e) any other liability that cannot lawfully be limited or excluded.

15.5Basis of the bargain

You acknowledge that the fees reflect the allocation of risk in sections 14 and 15, and that we would not provide the Services on these commercial terms without those provisions.

16Indemnities

16.1By you

You will defend us against any third-party claim arising out of or relating to:

(a) Customer Data, including any claim that Customer Data infringes a third party's rights or was collected or used unlawfully;
(b) your use of Talentino Scout, including any claim by the operator of a third-party website;
(c) any hiring, rejection, or other decision you make;
(d) any claim by a candidate, employee, or worker relating to your recruitment process; or
(e) your breach of section 7 (Acceptable use) or section 4.7 (data protection responsibilities),

and you will pay any damages finally awarded, or settlement we approve, in respect of such a claim.

16.2By us

We will defend you against any third-party claim that the Services, as provided by us and used in accordance with these Terms, infringe that third party's copyright, trade mark, or patent rights in Still to be filled in: INDEMNITY TERRITORY, e.g. Morocco, the European Union, the United Kingdom, and the United States, and we will pay damages finally awarded, or settlement we approve, in respect of such a claim.

This does not apply to any claim arising from: Customer Data; your combination of the Services with anything not supplied by us; your use of the Services in breach of these Terms; any modification not made by us; or your continued use after we notify you to stop.

If the Services become, or we reasonably believe they may become, the subject of such a claim, we may at our option procure the right for you to continue using them, modify or replace them so they are non-infringing, or terminate the affected Services and refund prepaid fees for the unused period. This section 16.2 states our entire liability and your sole remedy for third-party intellectual property claims.

16.3Process

The indemnified party must notify the indemnifying party promptly in writing, give it sole control of the defence and settlement (except that no settlement admitting liability or imposing an obligation on the indemnified party may be made without consent), and give reasonable cooperation at the indemnifying party's expense.

16.4Cap

The indemnity in section 16.2 is subject to the cap in section 15.2.

17Changes to these Terms

We may change these Terms. If a change is material, we will give you at least Still to be filled in: TERMS CHANGE NOTICE PERIOD, e.g. 30 days' notice by email to your account's registered address or by a notice in the Services. The change takes effect at the end of the notice period, or at your next renewal if that is later.

If you do not accept a material change, your remedy is to terminate before it takes effect, in which case we will refund the unused portion of any prepaid fees. Continuing to use the Services after a change takes effect means you accept it.

We may make non-material changes (for example, correcting errors or clarifying wording) at any time by posting an updated version with a new "Last updated" date.

18Governing law and disputes

These Terms, and any dispute arising out of or in connection with them (including non-contractual disputes), are governed by the laws of Still to be filled in: GOVERNING LAW JURISDICTION, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The courts of Still to be filled in: VENUE have exclusive jurisdiction, and each party submits to that jurisdiction, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Nothing in this section deprives a data subject of any right to bring proceedings under Article 79 GDPR or under any other mandatory rule of law, or overrides the choice of law and forum in the Standard Contractual Clauses where those apply.

19General

Entire agreement. These Terms, the DPA, the Privacy Policy, and any order form or written agreement signed by both parties, are the entire agreement between us on this subject, and replace all prior discussions. Any terms in your purchase order or vendor portal that conflict with these Terms have no effect unless we sign them.

Order of precedence. If there is a conflict: (1) a signed order form or master agreement, (2) the DPA (for personal data processing), (3) these Terms, (4) the documentation.

Assignment. You may not assign these Terms without our written consent, except to a successor of all or substantially all of your business or assets. We may assign to an affiliate or to a successor of our business. Any other attempted assignment is void.

Subcontracting. We may use subcontractors and sub-processors to provide the Services. We remain responsible for their performance. Sub-processors handling personal data are governed by the DPA.

Force majeure. Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labour dispute, epidemic, government action, failure of the internet or of a third-party network, or a large-scale failure of a cloud infrastructure provider. This does not excuse payment obligations.

Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, or severed if that is not possible, and the rest of these Terms remain in effect.

No waiver. A failure to enforce a provision is not a waiver of it.

No third-party beneficiaries. These Terms do not create rights for any third party, except as expressly stated in section 16 (Indemnities).

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

Notices. Notices to you go to your account's registered email address. Notices to us go to Still to be filled in: LEGAL NOTICES EMAIL and, where a formal notice is required, also by post to Still to be filled in: REGISTERED ADDRESS. Notice is effective on delivery, or on the next business day if delivered outside business hours.

Publicity. Neither party may use the other's name, logo, or trade marks in publicity without prior written consent, which may be withdrawn on reasonable notice.

Export and sanctions. You represent that you are not located in, and will not use the Services in, a country or territory subject to comprehensive trade sanctions, that you are not a person on a restricted party list, and that you will not export, re-export, or make the Services available in breach of applicable export control or sanctions law.

Language. These Terms are drafted in English. If we provide a translation, the English version prevails in the event of a conflict, except where applicable law requires otherwise.

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Still to be filled in: LEGAL ENTITY NAME
Still to be filled in: REGISTERED ADDRESS
General: Still to be filled in: GENERAL CONTACT EMAIL
Legal notices: Still to be filled in: LEGAL NOTICES EMAIL
Security: Still to be filled in: SECURITY CONTACT EMAIL
Privacy: Still to be filled in: PRIVACY CONTACT EMAIL