1. Introduction

1.1 Hirehoot Ltd. ("Hirehoot", "we", "our", or "us") operates an AI-driven recruitment, job search and messaging platform accessible at www.hirehoot.net (the "Service").

This Agreement sets out the terms and conditions for your use of the Service as a hiring employer.

1.2 You must read and accept these terms prior to using the Service. If you do not agree to these terms, you may not use the Service. If you are accepting on behalf of a company or legal entity, you represent and warrant that you have the authority to bind such entity to these terms. By proceeding with registration or use of the Service, you acknowledge that you have read, understood, and agreed to be bound by these terms of service in their entirety.

2. Interpretation

In this Agreement, the following terms have these specific meanings, unless the context clearly indicates otherwise:

"Affiliate": An entity that controls, is controlled by, or is under common control with a party.

"Control" means owning at least 50% or having the power to direct an entity's management.

"Agreement": These terms of service, including any future amendments.

Annual Fees" means the fees quoted on our website when you complete an order for an annual subscription package to the Service or when you upgrade your subscription monthly package to an annual subscription package.

"Fees": Annual Fees, Monthly Fees, or any fees under your Legacy Pricing Model, if applicable.

"Job Seeker/Candidate" means a Platform user looking for a job or other opportunity on the Platform.

"Engage" means to engage, hire or otherwise use the skills or services of a Job Seeker, whether directly or indirectly (for example, through a personal service company). "Engagement" should be interpreted accordingly.

"Authorised User": A person allowed by the Client to access the Service, including: (a) Employees, advisors, and contractors of the Client (b) Any other person explicitly agreed upon in the Order Summary.

"Business Day": Any day except Saturday, Sunday, or public holidays in England when banks in London are open.

"Business Hours": 9am to 5pm local time in England on Business Days.

"Client" or "you": The company or legal entity ordering access to the Service.

"Client Data": Content and data (including any Intellectual Property Rights) that the Client or Authorised Users provide to Hirehoot, which Hirehoot hosts for the Service.

"Client IP": As defined in clause 8.1(a).

"Client Materials": All materials provided by or for the Client to Hirehoot under this Agreement, including Client Data.

"Commencement Date": The date you accept this Agreement.

"Confidential Information": Information identified as confidential or proprietary by either party, or that is clearly confidential or proprietary by nature.

"Contract Year": A period starting and ending on each anniversary of the Commencement Date.

"Hirehoot IP": As defined in clause 8.1(c). "Documentation": Materials provided by Hirehoot describing the Service and its user instructions.

"Data Protection Laws": The EU GDPR, UK GDPR, related national laws, and any other applicable laws protecting personal data rights and privacy.

"GDPR": means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (the "EU GDPR") and, where applicable, the "UK GDPR" as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018;

"Intellectual Property Rights": All forms of intellectual property protection, registered or unregistered, including patents, copyrights, trademarks, trade secrets, and similar rights worldwide.

"Legacy Pricing Model": The agreed fee schedule for clients who received quotes before the current pricing model was introduced.

"Materials": Any form of software, tools, documentation, data, images, videos, procedures, plans, or other materials.

"Monthly Fees": The fees listed on our website for a monthly subscription to the Service.

"Sensitive Data": means any: (a) special category personal data as defined in the GDPR; (b) patient, medical or other protected health information regulated by the US Health Insurance Portability and Accountability Act (as amended); (c) social security numbers or other government identity document numbers; or (d) any data similar to the above protected under foreign or domestic laws;

"Service": As defined in the introduction.

"Taxes": Any taxation related to this Agreement or the Service, excluding taxes on Hirehoot's net income.

"Term": The period from the Commencement Date until the Agreement's termination or expiry.

"Third Party Sites": As defined in clause 6.3. "UK GDPR": The Data Protection Act 2018 and the GDPR as incorporated into UK law, including amendments.

"User Account": An account with an ID and password that an Authorised User uses to access the Service.

"UK GDPR" means the Data Protection Act 2018, as well as the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419);

"Virus": means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including works, Trojan horses, viruses and other similar things or devices.

3. Term and Termination

3.1 This Agreement shall commence on the Commencement Date and, subject to earlier termination in accordance with clause 12, shall continue monthly in the case of monthly subscription packages and twelve (12) months in the case of annual subscription packages. Thereafter, this Agreement shall automatically renew for additional terms of the same respective length unless and until:

3.2 Hirehoot gives you at least thirty (30) days' prior written notice of its intention to terminate before the end of the then-current term (after such period the Agreement shall terminate); or it is terminated by either party in accordance with clause 12.

3.3 Upon expiration of the term for either reason set out in clause 3.1 above, you will have access to the Service until the end of the then-current monthly or annual term (as applicable).

3.4 At any time during the Term of a monthly subscription package, you may upgrade to an annual subscription package which will take effect on the expiry of the then-current monthly term.

3.5 Hirehoot may terminate this Agreement immediately if you: a) Fail to pay any sum due within seven (7) days of notice; b) Infringe Hirehoot's intellectual property rights; c) Breach clause 7.2 (Intellectual Property Rights); d) Violate any applicable law.

3.6 Hirehoot may suspend your account without notice if: a) Payment is not received within 30 days of invoice; b) You are in material or persistent breach of this Agreement; c) Hirehoot reasonably suspects a material breach.

4. Access to the Service

4.1 Hirehoot grants the Client a non-exclusive, non-transferable licence for the duration of this Agreement to access, use, and permit Authorised Users to access and use the Service, in accordance with and subject to the terms and conditions of the Agreement, for the Client's internal business purposes.

4.2 The Client may not sublicence the rights granted in clause 4.1 other than to allow Authorised Users to access and use the Service.

4.3 The Client may grant Authorised Users access to the Service provided that the Client:

a) ensures that all Authorised Users are aware of the terms of the Agreement and act in compliance with them; and

b) ensures that Hirehoot is not liable to the Authorised Users in any way.

4.4 The Client must treat any username and password used to access the Service or a User Account as Confidential Information, and must not disclose such information to any third party (other than to Authorised Users) and must take appropriate safeguards in accordance

with good industry practice to prevent unauthorised access to the Service.

4.5 The Client must prevent any unauthorised access to, or use of, the Service, and must promptly notify Hirehoot in the event of any such unauthorised access or use. If the Client has any concerns about the login details for any User Account, or thinks any of them may have been misused, the Client shall notify Hirehoot at info@hirehoot.net. The Client must immediately notify Hirehoot if the Client becomes aware that the login details of any Authorised User are lost, stolen, or otherwise compromised.

4.6 The Client shall indemnify and defend Hirehoot, and its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer's fees) arising out of a claim brought by an Authorised User or any other third party relating to the Client's use of the Service (except to the extent caused by Hirehoot's negligence).

4.7 When Authorised Users use the Service to view, send, store or receive information relating to candidates (including CVs and messages), Hirehoot may use such information for its internal use for the following purposes (without limitation): data analysis, quality control, and to refine the Service. Using information in this way helps Hirehoot to provide better search results and listings for hiring teams and candidates.

5. Availability and Support

5.1 Hirehoot will use commercially reasonable endeavours make the Service available 24 hours a day, seven days a week with an uptime rate of 99%, except for:

a) planned maintenance for which seventy-two (72) hours' notice will be given; and

b) unscheduled maintenance during Business Hours or otherwise, for which Hirehoot will use reasonable endeavours to give the Client advance notice.

5.2 Hirehoot will provide the Client with Hirehoot's standard customer support services from time to time during Business Hours. The Client shall provide all support reasonably required by Hirehoot to perform such support services, including providing reasonably detailed descriptions of issues and updates on the performance of the Service.

6. Client's Obligation

6.1 The Client:

a) must comply with all applicable laws and regulations with respect to its use of the Service and its activities under the Agreement;

b) must use the Service in accordance with the terms of the Agreement and shall be responsible for any acts and omissions in connection with the use of the Service by its Authorised Users or other personnel;

c) must ensure that the Client ends an Authorised User's right to access and use the Service, if the Authorised User ceases its employment or other relationship with the Client;

d) must notify Hirehoot in writing if there are any changes to any of the Client's contact details;

e) must ensure that its network and systems, including its internet browser and operating systems, comply with any relevant specifications provided by Hirehoot in writing (including e-mail) from time to time;

f) is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Service; and

g) must not do, or allow any Authorised Users or other persons to do, any of the following:

1. copy, reproduce, distribute or re-sell any content on the Service;

2. access, store, distribute, or transmit any Virus through the Service;

3. advocate, promote or engage in any illegal, harmful, indecent or unlawful conduct (including in your user-generated content), including any unlawful activity, abusive, discriminatory, threatening, invasive or offensive behaviour, use of harmful, violent or sexually explicit content or imagery, or any other conduct that, in Hirehoot's opinion, causes or is likely to cause harm, damage or injury to any person or property;

4. collect any data from the Service other than in accordance with this Agreement (including by any automated or non-automated "scraping");

5. submit any Sensitive Data to the Service;

6. use any automated system, including without limitation "robots", "spiders" or "offline readers" to access the Service in a manner that send more request messages to the Service than a human can reasonably produce in the same period of time; or

7. attempt to interfere with or compromise the integrity or security of the Service, and Hirehoot reserves the right, without liability or prejudice to its other rights under the Agreement, to disable all or any User Accounts or access to all or any part of the Service by any Authorised User, for any breach of any provision of this clause 6.1(g).

6.2 Hirehoot may monitor the Client's and Authorised Users' use of the Service to ensure the quality of, and improve, the Service, and verify the Client's compliance with the Agreement.

6.3 The Service may contain links to, or call the servers of, third party websites, data or services that are not under Hirehoot's control, solely at the direction of and/or as a convenience to the Client ("Third Party Sites"). As such, Hirehoot is not responsible for, and makes no express or implied warranties with regard to, the information, content or other material, products, or services that are contained on or are accessible through, or the policies regarding use and privacy in respect of, Third Party Sites. Access to and use of Third Party Sites, including information, content, material, products, and services on such websites or available through such websites, is solely at the Client's risk.

6.4 Data Privacy and Security: You agree to comply with all applicable data protection laws and regulations. While Hirehoot implements industry-standard security measures, we do not guarantee absolute security. You are responsible for maintaining the confidentiality of your account credentials.

6.5 Non-Discrimination: You agree to comply with all applicable anti-discrimination laws and regulations in your hiring practices. Hirehoot reserves the right to remove job postings that violate these laws immediately.

6.6 Disclose Engagements: If you Engage a Job Seeker within 12 months of the Introduction, you must promptly let us know and disclose to us their first-year base salary for employees, or the Job Seeker's daily/monthly rate, contract terms and any extension or renewal of their Engagement (including whether they become your employee in the first 12 months of the Engagement) for other Job Seekers. If you do not provide us with this information promptly, we reserve the right to invoice you based on our reasonable estimates.

6.7 Accurate information: Your Information must be accurate and up-to-date and not be incomplete or misleading, for example, by withholding information about Job Seekers you hired, their salary and/or extension of their Engagement.

6.8 No illegal or harmful information: Your Information must not include anything that is illegal or harmful, or which may disrupt the Platform or violate its security.

6.9 No disruptive use: Do not disrupt, hack, introduce viruses or malicious code to, interfere with security of, reverse engineer, tamper with, scrape or otherwise harvest or infer information from the Platform. Do not upload roles where you are not genuinely looking to Engage Job Seekers.

6.10 No competitive use: Do not use the Platform or Suggestions to create, market or distribute any product or service that is similar or competitive to the Platform, or engage in any competitive analysis of the Platform. We reserve the right to remove competitors from our platform based on the risk of competitive use.

6.11 Keep login details confidential: Keep your Platform login details confidential and do not disclose them to anyone. You must notify us immediately if you suspect or become aware of any unauthorised use of your login details or any other breach of security.

6.12 Comply with law: Comply with all laws and regulations when using the Platform, and Engaging Job Seekers we Introduced to you. Do not use the Platform in any way which is unlawful.

Responsibility for hires:

• You are fully responsible for any decision to Engage a Job Seeker.

• The Platform is powered by AI. Do not rely on any best-matched job seekers provided by Hirehoot platform (including to Engage a Job Seeker) without prior human intervention, review and approval by a suitably qualified and skilled member of your team.

7. Anonymity and Confidentiality

7.1 Anonymity Feature: Hirehoot provides the “privacy” feature for job seekers on the platform. As an employer, you agree to respect and maintain the anonymity of candidates until mutually agreed otherwise through the platform's reveal process.

7.2 Prohibited Actions: You agree not to:

a) Attempt to identify anonymous candidates outside the platform's designated reveal process.

b) Use any information obtained through the Service to identify or contact candidates outside of the Hirehoot platform.

c) Share or disclose any information that could compromise a candidate's anonymity.

7.3 Breach of Job Seeker Privacy: Any breach of the anonymity feature, including attempts to circumvent the platform's anonymity protections, may result in immediate termination of your account and potential legal action.

7.4 You are responsible for ensuring that all your Authorised Users understand and comply with these privacy provisions.

7.5 You acknowledge that the anonymity feature is integral to Hirehoot's data protection measures. Any attempt to undermine this feature may constitute a breach of data protection laws.

7.6 You agree to treat all information about candidates, including any inadvertently revealed identifying information, as Confidential Information under the terms of this Agreement.

7.7 If you inadvertently discover the identity of a candidate outside the reveal process, you agree to report this to Hirehoot immediately and not use or disclose this information.

8. Intellectual Property Rights

8.1 Intellectual Property Rights in the Service:

a) The Client is the owner or licensee of all Intellectual Property Rights in the Client Materials (the "Client IP"). Modifications and enhancements to Client IP shall form part of the Client IP. Except as expressly set out in this Agreement, the Client does not grant Hirehoot any rights to or licences in respect of the Client Materials or Client IP.

b) The Client grants Hirehoot a non-exclusive, non-transferable, worldwide, royalty-free licence during the Term to use (and to sub-license its subcontractors to use) the Client IP for the purpose of performing its obligations under this Agreement. The Client warrants that it has all necessary rights, licences and consents in order to grant the licence to Client IP set out in this clause 8.1(b).

c) Hirehoot is the owner or licensee of all Intellectual Property Rights in and to the Service, the Hirehoot materials and any other Intellectual Property Rights made available to the Client by or on behalf of Hirehoot (the "Hirehoot IP"). Modifications and enhancements to Hirehoot IP shall form part of the Hirehoot IP. Except as expressly set out in this Agreement, Hirehoot does not grant to the Client any rights to or licences in respect of the Service, Hirehoot Materials or Hirehoot IP.

d) Hirehoot grants the Client a non-exclusive, non-transferable, worldwide, royalty-free, non-sublicensable licence during the Term to access and use, and to allow the Authorised Users to access and use, the Service, the Documentation and Hirehoot IP as required to enable the Client to use the Service for its internal business purposes. The Client may make as many copies of the Documentation as the Client considers necessary for an Authorised User to make full use of the Service and for backup, testing and security purposes.

8.2 The Client will not, and shall procure that its Authorised Users shall not, when using the Service:

a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means;

b) attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Service;

c) access all or any part of the Service in order to build a product or service which competes with the Service, or use or attempt to use the Service to directly compete with Hirehoot; or

d) erase or remove any proprietary or intellectual property notice contained in the Service.

8.3 The Client grants Hirehoot a licence to access, download and use the Client Data for the purposes of providing the Services to the Client (including analysing the Client Data in accordance with the functionalities of the Service), developing, testing, improving and altering the functionality of the Services, and producing anonymised and aggregated statistical reports and research.

8.4 The Client shall maintain a backup of the Client Data and Hirehoot shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Client Data.

8.5 The Client agrees to provide regular feedback to Hirehoot in relation to its use of the Services. By submitting feedback, the Client acknowledges that Hirehoot may use and allow others to use this feedback in the Services or otherwise without any restriction and without payment of any kind to the Client.

8.6 You warrant that all content posted on Hirehoot does not infringe upon any third-party intellectual property rights. You agree to indemnify Hirehoot against any claims arising from such infringement.

9. Data Protection

9.1 By using the Service, the Client will have access to candidate’s personal data. The Client acknowledges and agrees that, for the purposes of Data Protection Laws, it shall be an independent controller of such data and shall be solely responsible for compliance with its obligations as a controller under Data Protection Laws.

9.2 For the purposes of this clause, the terms "controller", "processor", "personal data" and "process" shall have the same meaning as set out in the EU GDPR & UK GDPR.

10. Confidential Information

10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:

a) is or becomes publicly known other than through any act or omission of the receiving party;

b) was in the other party's lawful possession before the disclosure;

c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

e) is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.

10.2 Each party shall hold the other party's Confidential Information in confidence and, unless required by law, shall not make the other party's Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.

10.3 Each party shall take all reasonable steps to ensure that the other party's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

10.4 Each party shall take a backup of its own Confidential Information and shall not be responsible to the other party for any loss, destruction, alteration, or disclosure of Confidential Information.

11. Fees, Payment & Pre-existing Candidates

11.1 The Client will pay the Fees for the Service by completing Hirehoot's online checkout process or via invoice. All Fees are non-cancellable and non-refundable.

11.2 All amounts and Fees stated or referred to in the Agreement or on the Hirehoot website are payable:

a) in British pounds sterling (GBP) if your company is registered in the UK or Europe; or

b) in US dollars (USD) if your company is registered in the United States or otherwise outside the UK and Europe, in each case, Fees are exclusive of Taxes unless otherwise expressly stated, which shall be paid at the same time as payment of the Fees. USD and GBP fees can be viewed via the toggle function on our pricing page.

11.3 For clients that have agreed to a Legacy Pricing Model, the Legacy Pricing Model shall continue in effect for the Term unless otherwise agreed in writing by the parties.

Success fee: If we make an Introduction to a Job Seeker and you Engage the Job Seeker within 12 months of the Introduction, you will pay us a success fee.

Success fee (employees):

Calculation: If the Job Seeker becomes your employee, you will pay us 10%, or the percentage as otherwise agreed between you and us, of the Job Seeker's first-year base salary, unless agreed otherwise.

Refund Guarantee (Employees): If a Job Seeker you engage as an employee leaves the Engagement due to resignation or dismissal within the first three (3) months of their start date, we will provide a full cash refund of the success fee. It is only valid for the “pay per hire” model, which is 10% of the annual base salary. 

To be eligible, you must notify us in writing of the early termination within 14 days of it occurring. The refund will be processed to the original payment method within 30 days of your notification.

This refund guarantee does not apply to other plans or services, including but not limited to custom pricing arrangements, recruitment consultancy services, or services involving a dedicated recruiter or sourcing support. Refund terms for such services, if any, will be agreed separately in writing as part of an additional agreement with the client.

Success fee (contractors):

Calculation: If the Job Seeker does not become your employee but you Engage them otherwise (for example, as a contractor), you will pay us 10% of the Job Seeker's total compensation during the term of the Engagement (including any renewal and/or extension) up to a maximum of 12 months.

Conversion to an employee: If you do not Engage the Job Seeker as an employee but the Job Seeker becomes your employee during the first 12 months of the Engagement, you will pay us a success fee for that Job Seeker equal to 10% of the Job Seeker's first-year base salary.

Payment terms:

Payment within 14 days: You will pay us the success fee in the currency we invoice you in within 14 days of receiving an invoice from us for the success fee. We will issue the invoice on the date the Job Seeker's employment contract (or contractor agreement) is signed by both you and the Job Seeker, or on the date we become aware of such Engagement, whichever is earlier. If you are late in paying our invoice, we may charge you annual interest of 8% above the Bank of England's base interest rate.

Exclusive of VAT: All fees are exclusive of VAT (if applicable). You must pay us VAT (if applicable) if included on the invoice.

11.4 Calculation of late fees: If any amount you owe is not paid by its due date, interest will accrue daily on the overdue sum at 8% per annum above the Bank of England's base interest rate until paid in full. We may issue periodic invoices for accrued interest, and you must pay each such invoice together with any outstanding success fee within 14 days of receipt. If not paid within this period, interest will continue to accrue on all overdue amounts. We may take legal or other recovery action to recover all sums owed, including reasonable costs of recovery, for overdue amounts unpaid for 90 days after the original due date.

11.5. Pre-existing Candidates

A success fee will not be due if a Job Seeker was already in your active recruitment pipeline prior to our Introduction. An "active recruitment pipeline" is defined as substantive engagement evidenced by one of the following, occurring within six months prior to our

Introduction:

(a) a direct application from the Job Seeker to you for a similar role; or

(b) substantive, two-way communication between you and the Job Seeker regarding a potential role with your organisation.

To claim this exception, you must notify us in writing (to info@hirehoot.net) within ten business days upon request and provide reasonable written evidence of the prior engagement.

If you do not notify us within this timeframe, our Introduction will be deemed the effective cause of the Engagement, and the success fee will be payable in full upon Engaging the Job Seeker in accordance with these Terms.

For the avoidance of doubt, an Introduction is deemed to have been made when we have shared a Job Seeker's information with you by or on behalf of Hirehooti any way, and you have not exercised your right to an exception for the relevant Job Seeker under this clause.

12. Suspension and Termination

12.1 The Client may pause its subscription or terminate this Agreement directly in its Hirehoot account settings. After initiating a termination request, the Client will continue to have full access to the Service until the end of the current billing period when this Agreement shall terminate. After such termination, the Client will be unable to initiate contact with new candidates but will be able to continue messaging any candidates with whom they have already started conversations (and the terms of this Agreement shall continue to apply to such usage).

12.2 The Client may reactivate its subscription at any time after cancellation. Any issues relating to cancellations can be raised with info@hirehoot.net

12.3 Without prejudice to any other rights and remedies available to Hirehoot, Hirehoot may terminate the Agreement by notice with immediate effect, or such notice as Hirehoot may in its sole discretion elect to give, if the Client:

a) fails to pay any sum due to Hirehoot and such sum remains outstanding for a further seven (7) days following notice requiring such sum to be paid;

b) infringes Hirehoot's intellectual property rights in the Service;

c) is in breach of clause 8.2;

d) is in breach of any applicable law.

12.4 Without prejudice to any other rights and remedies available to Hirehoot, Hirehoot may immediately suspend any User Account, and the Client's or any Authorised User's right to access and use the Service without giving prior notice to the Client, if:

a) Hirehoot has not received payment in full within thirty (30) days of the date of the relevant invoice, and Hirehoot shall be under no obligation to provide any access to the Service while the relevant sum remains unpaid;

b) the Client is in material or persistent breach of any of the terms of the Agreement;

c) in Hirehoot's reasonable determination, the Client is suspected of being in material breach of any of the terms of the Agreement, and for the purposes of this clause 12.4, the parties acknowledge that any breach of clause 8.2 will be a material breach of the Agreement.

12.5 Without prejudice to any other rights and remedies available to it, either party may terminate the Agreement at any time with immediate effect on giving notice in writing to the other party, if that other party:

a) is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or, if capable of remedy, the other party fails to remedy the breach within thirty (30) days after receiving written notice requiring it to remedy the breach; or

b) becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

12.6 On termination of the Agreement for any reason:

a) (save as set out in clause 12.1) all rights and licences granted under the Agreement shall immediately terminate and the Client's right to access and use, and grant Authorised Users the right to access and use the Service will end;

b) each party shall return to the other party or (at the other party's request) destroy, and make no further use of, any Confidential Information (and all copies thereof) belonging to the other party (provided that each party may retain documents and materials containing Confidential Information to the extent required by law or any applicable governmental or regulatory authority).

c) Hirehoot shall permit the Client to download any Client Data from the Service for fourteen (14) days after the expiry or termination of the Agreement. Hirehoot may thereafter:

1. delete any Client Data at any time; or

2. retain Client Data upon expiry or termination of the Agreement in order to comply with applicable law, or as Hirehoot may deem necessary to prosecute or defend any legal claim (in which case Hirehoot may retain Client Data for a reasonable period of time pending resolution of such obligation or issue).

12.7 Termination of the Agreement for whatever reason shall not affect any rights or remedies of the parties that have accrued up to the date of termination.

12.8 Any provision of the Agreement that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of the Agreement shall survive and continue in full force and effect.

13. LIMITED WARRANTY

13.1 Hirehoot undertakes to make the Service available in accordance with clause 5.1 and with due skill and care. The Client's sole and exclusive remedy, and Hirehoot's sole liability, with respect to any failure by Hirehoot to provide the Service in accordance with clause 5.1 is for Hirehoot to use commercially reasonable efforts to repair the affected part of the Service so that it is available in accordance with clause 5.1.

13.2 Other than as set out in clause 13.1, the Service is provided on an "as is" and "as available" basis and Hirehoot gives no representations, warranties, conditions or other terms of any kind in respect of the Service, whether express or implied, including (but not limited to) warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement, or warranties as to any minimum number of hires or yield.

13.3 Except as expressly provided for in the Agreement:

a) all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; and

b) Hirehoot will not be responsible for any interruptions, delays, failures, or non-availability affecting the Service or the performance of the Service which are caused by third party services (including Third Party Sites), errors or bugs in third party software, hardware, or the Internet on which Hirehoot relies to provide the Service, or any changes to the Service made by or on behalf of the Client, and the Client acknowledges that Hirehoot does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.

13.4 AI-Powered Matching: Hirehoot's AI-powered matching is provided on an "as-is" basis. While we strive for accuracy, you acknowledge that the ultimate hiring decision remains your responsibility.

14. Liability

14.1 Subject to clause 14.2, neither party will be liable to the other party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss arising under or in connection with the Agreement in conditions that fall into any of the following categories: loss (whether direct or indirect) of profit, goodwill, business, business opportunity, revenue, turnover or reputation; loss (whether direct or indirect) of anticipated saving or wasted expenditure; loss of or damage to data; or any special, indirect or consequential damage or loss, costs or expenses.

14.2 Nothing in the Agreement excludes or limits either party's liability for death or personal injury caused by that party's negligence, or for fraud or fraudulent misrepresentation.

14.3 Hirehoot's total aggregate liability, in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any and all claims arising under or in connection with the Agreement shall in all circumstances be limited to the Fees paid and payable by the Client in the Term.

15. Changes to the Service

15.1 The Client recognises that Hirehoot is always innovating and finding ways to improve the Service with new features and services. The Client therefore agrees that the Service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Service.

16. Acceptable Use

16.1 You agree to use the platform only for its intended purpose of recruitment. Any misuse, including but not limited to harassment, spam, or commercial solicitation, may result in account termination.

17. Fraudulent Activities

17.1 You agree not to engage in any fraudulent activities on the platform. Hirehoot reserves the right to investigate and take appropriate action against any suspected fraud.

18. Third-Party Integration

18.1 Hirehoot may offer integrations with third-party services. You acknowledge that use of these integrations is at your own risk and subject to the third-party's terms of service.

19. Feedback and Appeals

19.1 If your profile is not verified and you believe this was in error, please contact our Verification Team at info@hirehoot.net. We will review your profile again and provide specific feedback.

20. General

20.1 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

20.2 Written communications. Applicable laws may require that some of the information or communications that Hirehoot sends to the Client should be in writing. When using the Service, the Client accepts that communication with Hirehoot will mainly be electronic. Hirehoot will contact the Client by e-mail. For contractual purposes, the Client agrees to this electronic means of communication and the Client acknowledges that all contracts, notices, information and other communications that Hirehoot provides to the Client electronically comply with any legal requirement that such communications be in writing.

20.3 All notices given by the Client to Hirehoot must be submitted to info@hirehoot.net. Hirehoot may give notice to the Client at the e-mail or postal address the Client provides to Hirehoot. Notice will be deemed received and properly served immediately 24 hours after an e-mail is sent or three (3) days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee. Hirehoot may also post operational notices on the Service.

20.4 Events outside a party's control. Neither party shall be liable to the other party for any delay or non-performance of any of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, Internet failure, act of God, act of a third party unless an approved sub-contractor of Hirehoot, governmental act, war, fire, flood, explosion, or civil commotion. Notwithstanding the foregoing, nothing in this clause shall excuse the Client from any payment obligation under the Agreement.

20.5 Other than as expressly stated in the Agreement, a person who is not a party to the Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

20.6 Waiver. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

20.7 Severability. If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions of the Agreement shall not be prejudiced.

20.8 Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, misrepresentation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in this Agreement.

20.9 Law and jurisdiction. This Agreement shall be governed by, and construed in accordance with, English law, and each party hereby submits to the exclusive jurisdiction of the courts of England.

By using the Hirehoot Service, you acknowledge that you have read, understood, and agreed to be bound by these terms of service in their entirety.