Terms of service

1. Agreement, definitions and accounts

1.1 Agreement. These Terms of Service (“Terms”) are an agreement between [Intelletto.ai legal entity name] (“Intelletto.ai”, “we”, “us”) and the organisation that signs up for or uses our services (“Customer”, “you”). By creating an account, signing an order form or using the services, you accept these Terms. If you accept on behalf of an organisation, you confirm you have authority to bind it.

1.2 Order forms. If you sign an order form or a separate written agreement with us, that document and these Terms form one agreement. Where they conflict, the order form or written agreement wins.

1.3 Definitions.

1.4 Accounts. You must give accurate account information and keep it up to date. You are responsible for your Authorised Users, their compliance with these Terms, and all activity under your account. Keep login credentials secure and tell us promptly at [support email] if you suspect unauthorised access.

1.5 Business use only. The Services are for business use by organisations. They are not intended for individuals acting for personal purposes or for anyone under 18.

2. The Services and your responsibilities

2.1 Access. Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable right for your Authorised Users to use the Services for your internal recruitment purposes during the subscription term.

2.2 Pilots and shadow mode. We may offer trials, pilots or a “shadow mode” in which Outputs are generated for evaluation without being used in live hiring decisions. These are provided as is, for the period we agree, and may have usage limits.

2.3 Decision support, not decisions. The Services help your team review applications; they do not make hiring decisions. You decide whom to interview, hire or reject. You must ensure that a qualified person reviews Outputs before relying on them and can override them.

2.4 Your compliance obligations as employer. You are responsible for your use of the Services in your hiring processes and for complying with the employment, anti-discrimination, privacy and automated-decision laws that apply to you. Depending on where you hire, this may include:

• giving Candidates any required notice that an automated tool is used, and obtaining any required consent;
• arranging and publishing any required bias audit, including under New York City Local Law 144;
• offering Candidates an alternative process or reasonable accommodation where required;
• having a lawful basis to process Candidate data and responding to Candidate rights requests; and
• configuring job criteria that are job-related and lawful.

We will give you reasonable information and assistance, including bias audit support and Candidate notice content, as described in our Documentation or order form.

2.5 Acceptable use. You must not, and must not allow anyone to:

• use the Services to discriminate unlawfully against any person or group, or to screen on protected characteristics or obvious proxies for them;
• use the Services for any purpose other than lawful recruitment, such as surveillance, profiling of existing employees, credit decisions or law enforcement;
• submit data you have no right to process, or special category data the Services are not designed for;
• reverse engineer, copy or resell the Services, or use them to build a competing product;
• try to bypass security, usage limits or safeguards, including attempts to manipulate the AI through crafted inputs;
• introduce malware, overload the Services, or interfere with other customers; or
• use the Services in breach of any law or third-party right.

We may suspend access if your use breaches this section or creates a security or legal risk, and will tell you promptly and restore access once the issue is resolved.

2.6 Third-party systems. The Services connect to your ATS and other third-party systems you choose. Your use of those systems is governed by your agreements with their providers, and we are not responsible for them.

2.7 Changes to the Services. We improve the Services over time. We will not materially reduce the core functionality of a paid subscription during its term without your agreement.

3. Data, Outputs, IP and confidentiality

3.1 Customer Data. You own Customer Data. You grant us a limited licence to host, process and transmit it only to provide, secure and support the Services, and as you instruct. You confirm you have the rights, notices and lawful basis needed for us to process it.

3.2 Data protection. For personal data in Customer Data, you are the controller and we are your processor. Our [Data Processing Agreement] forms part of these Terms and governs that processing, including security, subprocessors, international transfers, breach notification and deletion. Our Privacy policy covers personal data we control ourselves, such as account and website data.

3.3 No training without permission. We do not use Customer Data, including Candidate data, to train or improve AI models unless you agree in writing.

3.4 Usage data. We may collect technical and usage data about how the Services perform and are used, and use it in aggregated or de-identified form that does not identify you, your users or Candidates, to operate and improve the Services.

3.5 Outputs. As between us, you own the Outputs generated for you. Outputs are produced by AI and may be incomplete or wrong; they are probabilistic assessments, not facts about a Candidate. Similar inputs may produce similar Outputs for other customers, and we do not claim those as yours.

3.6 Our intellectual property. We own the Services, Documentation, models, software and all related intellectual property. Except for the rights expressly granted in these Terms, no rights pass to you.

3.7 Feedback. If you give us suggestions or feedback, we may use them without obligation to you.

3.8 Confidentiality. Each party will keep the other’s confidential information confidential, use it only to perform under these Terms, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or lawfully received from a third party. A party may disclose confidential information when required by law, after giving notice where lawful.

3.9 Deletion on termination. After the agreement ends, you may export Customer Data for [30] days. We then delete it in line with our Data Processing Agreement, except where the law requires us to keep it.

4. Fees, term and termination

4.1 Fees. You will pay the fees in your order form. Unless the order form says otherwise, fees are invoiced [annually in advance], payable within [30] days of invoice, and non-refundable except as these Terms provide. Fees exclude taxes, which you pay except for taxes on our income.

4.2 Late payment. If an undisputed invoice is more than [30] days overdue, we may suspend the Services after giving you at least [10] days’ written notice.

4.3 Term. These Terms apply from when you first accept them until all subscriptions end. Subscriptions run for the term in your order form and renew for the same length unless either party gives notice of non-renewal at least [30] days before the end of the current term.

4.4 Termination for cause. Either party may terminate if the other materially breaches these Terms and does not fix the breach within 30 days of written notice, or becomes insolvent. If you terminate for our breach, we will refund prepaid fees for the remaining term.

4.5 Effect of termination. On termination, your right to use the Services ends, you pay any fees due, and Section 3.9 applies to Customer Data. Sections that by their nature should survive, including those on confidentiality, intellectual property, liability and governing law, survive termination.

5. Warranties, liability and indemnities

5.1 Our commitments. We will provide the Services with reasonable skill and care, substantially as described in the Documentation, and maintain the security measures described in our Data Processing Agreement. If the Services do not meet this commitment, your remedy is for us to fix the issue or, if we cannot within a reasonable time, for you to terminate the affected subscription and receive a refund of prepaid fees for the remaining term.

5.2 Disclaimer. Except as expressly stated in these Terms, the Services and Outputs are provided “as is”. We do not warrant that the Services will be error-free or uninterrupted, that Outputs will be accurate or complete, or that use of the Services will on its own make your hiring process compliant with any law. Pilots and shadow mode are provided without any warranty.

5.3 Limitation of liability. Neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, revenue or goodwill. Each party’s total liability under these Terms is capped at the fees you paid or owe in the [12] months before the event giving rise to the claim.

5.4 Exclusions from the limits. The limits in 5.3 do not apply to your payment obligations, a party’s breach of confidentiality, either party’s indemnity obligations, or liability that cannot be limited by law.

5.5 Our indemnity. We will defend you against third-party claims that the Services, as provided by us, infringe that third party’s intellectual property rights, and pay resulting damages and costs finally awarded or agreed in settlement. This does not apply to claims caused by Customer Data, your configuration, or use in breach of these Terms.

5.6 Your indemnity. You will defend us against third-party claims, including claims by Candidates or regulators, arising from Customer Data, your hiring decisions, your breach of Section 2.4 or 2.5, or your use of the Services in breach of law, and pay resulting damages and costs finally awarded or agreed in settlement.

5.7 Indemnity process. The indemnified party must notify the other promptly, give it control of the defence and settlement, and provide reasonable cooperation. No settlement may impose obligations on the indemnified party without its consent.

6. General

6.1 Website use. If you only browse our website, Sections 2.5 (acceptable use, as it applies to the website), 3.6, 5.2, 5.3 and this Section 6 apply to you.

6.2 Changes to these Terms. We may update these Terms. We will post the new version with its effective date and, for material changes, give customers at least [30] days’ notice. Changes apply from your next renewal, unless they are required by law or you agree earlier.

6.3 Publicity. We may name you as a customer only with your prior written consent.

6.4 Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition or sale of substantially all relevant assets, with notice.

6.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

6.6 Notices. Legal notices must be in writing and sent to the addresses in the order form or, for us, to [legal email]. Notices by email are effective on receipt.

6.7 Governing law and disputes. These Terms are governed by the laws of [the Republic of the Philippines]. The courts of [Makati City / Taguig City] have exclusive jurisdiction, unless the parties agree to arbitration in the order form.

6.8 Entire agreement. These Terms, the order form, the Data Processing Agreement and documents referenced in them are the entire agreement between the parties on their subject. If a provision is unenforceable, the rest continues. A failure to enforce a right is not a waiver.

6.9 Contact. Questions about these Terms: [legal email], [Registered address].