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Business User Terms of Service

Last updated: December 2024

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Welcome to Clu and thank you for taking the time to read our Terms of Service. Clu is a skills-based hiring platform that helps Employers and third-party People & Talent solutions providers build high-performing teams in the workplace.

 

We are passionate about using skills-based hiring as a tool for social inclusion and using our technology to create life-changing opportunities for those who are too regularly overlooked and underutilised at work.

 

General Information

 

The use of our platform is governed by these Terms and the following related policies:

 

  • Our Privacy Policy: Please review this policy, which sets out how we process any personal data we collect from you, or that you or others provide to us.

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  • Our Acceptable Use Policy: Please review this policy which sets out how we expect the Clu Website to be used.

 

  • Our Safeguarding Policy: Please review this policy which sets out how we expect all Employers to engage with job seekers from vulnerable communities through the website.

 

If you do not agree with any of these terms of policies, you must cease using the Platform immediately.

 

 

Definitions

 

“Account”: the unique, authorised user profile created by a Business User or Individual User to access and utilise the features and services of the Clu platform.

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"Admin Users": An authorised individual within a Business User’s organisation responsible for managing licences and organisational profiles and ensuring compliance with Clu’s Terms and associated policies.

 

“Business Users”: Organisations or entities subscribing to Clu for their Talent needs or providing People and Talent solutions on behalf of their clients.

 

“Clu”: Included.AI Limited, trading as Clu, a company registered in England and Wales (Company Number: 13111292), with its registered office at Floor 3, Capital Tower Business Centre, Greyfriars Road, Cardiff, Wales, CF10 3AG.

 

“Cluniverse”: Clu’s free employability website used by Community Partners to help their service users (Cluniverse Users) identify their skills and employers looking for them.

 

“Community Partner”: Education, empowerment, and employability organisations using the Cluniverse.

 

“Individual Users”: All individuals who engage with the Platform as job seekers, employees, or service users.

 

“Platform”: The Clu skills-based hiring platform, including all features, data, and integrations available to authorised users.

 

“Skills Profile”: A candidate’s skills summary, created and approved using Clu’s proprietary tools.

 

“Social Value Employer Programme”: A programme enabling Employers to publish talent pools and skill requirements within Cluniverse and connect with Community Partners and their Cluniverse Users.

 

“TalentGPS”: Clu’s proprietary algorithm used to create Skills Profiles, match candidates to opportunities, and support decision-making with explainable AI outputs.

 

“Terms”: These terms and conditions that govern the use of the Clu Platform.

 

For your convenience, we have set out these Terms in three sections:

 

1. Introduction

 

1.1 Our Details

 

Registered company name: Included.AI Limited, trading as Clu registered in England and Wales under Company number 13111292 and whose registered office is Floor 3, Capital Tower Business Centre, Greyfriars Road, Cardiff, Wales, CF10 3AG (hereinafter, "Clu", "we", "us" or "our").

 

You can contact us anytime by emailing hello@getaclu.io, by writing to us at our registered office address above or by calling 0800 861 1768.

 

1.2 Definition of Clu

 

Clu is a skills-based hiring platform powered by proprietary artificial intelligence designed to assist organisations in closing their skills gaps and building high-performing, inclusive teams.

 

The Platform enables Business Users to define and articulate their skills needs and connects Individual Users to relevant opportunities based on alignment with these needs.

 

When used as intended, Clu facilitates interactions between Individual Users and Business Users (collectively referred to as "Users"). Clu functions exclusively as an assistive tool, using AI to enhance hiring processes while maintaining full transparency and explainability. Clu is not directly involved in, nor does it act as an agent or party to, any transactions, employment relationships, or hiring decisions resulting from the use of the Platform.

 

Clu uses proprietary AI, TalentGPS, to power all determinative processes, including creating actionable Skills Profiles and matching candidates to roles based on explainable algorithmic decision-making. Clu also integrates a ChatGPT plugin for non-determinative and optional processes, such as rewording job ads.

 

Accountability for all hiring decisions and related actions rests solely with the Users. Clu ensures that Users can audit their outcomes at any time, avoiding "black box" decision-making and supporting compliance with ethical AI standards.

 

1.3 Acceptance of Terms & Conditions

 

By accessing or using the Platform, whether as a Business User or Individual User (collectively referred to as "Users"), or as any other person or entity interacting with the Platform, you accept and agree to comply with these Terms and any associated policies. If you do not agree with these Terms, you must immediately cease all access and use of the Platform.

 

By continuing to access or use the Platform, you confirm that you have read, understood, and agreed to these Terms as a condition of your use. If you are not eligible, or if you do not accept these Terms, you are not permitted to access or use the Platform.

 

We reserve the right to update or amend these Terms at any time by posting the updated version on the Platform. Where appropriate, we may also notify you of such changes via email or through the Platform. It is your responsibility to review the Terms regularly to ensure you are aware of any updates or changes. Your continued use of the Platform constitutes acceptance of the updated Terms.

 

1.4 Accessing Clu

 

By agreeing to comply with these Terms and all associated policies, we grant you a non-exclusive, non-transferable licence to use the Platform for your authorised, professional use only.

 

We may update the Platform from time to time to reflect changes to our products, user needs, or business priorities. While we aim to ensure the Platform remains functional and reliable, we do not guarantee uninterrupted or error-free access. We reserve the right to withdraw, suspend, or amend services or functionality without prior notice for business or operational reasons. Where feasible, we will provide reasonable notice of such changes. In cases where the Platform is unavailable for more than twelve (12) consecutive hours, we may offer extensions to contract terms on a case-by-case basis as compensation for the unavailability.

 

To access the Platform, you must use security credentials, including a password, and complete two-factor authentication (2FA). Clu uses time-limited, one-time passcodes (TOTPs) for 2FA, which may be delivered via authenticator apps, email, or mobile phone. You must treat all security credentials, including passwords and OTPs, as confidential and must not share them with any third party. If you suspect unauthorised access to your credentials or Account, you must notify us immediately at accounts@getaclu.io. We reserve the right to disable access credentials if we believe these Terms have been violated.

 

You are responsible for ensuring your devices, systems, and security protocols meet the requirements to access and use the Platform securely. You must not misuse the Platform by introducing malicious code, attempting unauthorised access, or interfering with its functionality. Any such breach may result in the termination of your access, and we may report incidents to the appropriate authorities.

 

Users accessing the Platform through shared or public connections must ensure all persons accessing the Platform comply with these Terms. You must not use Clu’s branding or content, such as logos, without prior written consent or in ways that imply endorsement or association where none exists.

 

If you wish to link or otherwise use Platform content beyond these Terms’ allowances, please contact us at hello@getaclu.io.

2. Business User Terms 

 

2.1 Creating an Account and a Profile

 

To use the Platform as a Business User, you must register and create an account (“Account”). Clu will issue initial licences to Admin Users as part of the onboarding process. Admin Users are responsible for distributing additional licences to Standard Users within their organisation.

 

2.1.1. Eligibility and Setup:

  • To be eligible for an Account, you must be at least 18 years old.

  • Business Users may not create an Account if they previously had an Account terminated or suspended.

  • Clu reserves the right, at its sole discretion, to accept or reject any registration request.

 

2.1.2. Registration Requirements:

By registering for an Account, you agree to:

  • Provide true, accurate, current, and complete information about yourself and your organisation.

  • Maintain and promptly update the information to ensure its accuracy and completeness.

You are responsible for all activities conducted under your Account. Admin Users are permitted to manage and edit organisational profiles, assign or revoke licences, and oversee platform access. Standard Users may create, modify and view records.

 

2.1.3. Content Accuracy:

If any content provided through your Account such as career opportunities or broadcast information, is found to be false, inaccurate, incomplete, or misleading, Clu reserves the right to remove the content, suspend or terminate the Account, and deny future access to the Platform without notice.

 

2.1.4. Account Security:

  • Each Account is for individual use only. Logins must not be shared among multiple people.

  • You must use a secure password and two-factor authentication via TOTP (authenticator app, email, or mobile) for all logins.

  • You agree to notify Clu immediately at accounts@getaclu.io if you suspect any unauthorised access to your Account.

 

2.1.5. Account Verification:

Accounts will only be activated following Clu’s verification process. This includes verifying the email addresses linked to Business User Accounts.

 

2.1.6. Suspension and Termination:

Clu reserves the right to suspend or terminate your Account and deny current or future Platform access for any reason, including but not limited to non-compliance with these Terms or related policies.

 

2.2 Obligations and Rights of Employers

 

As a Business User, you are granted access to use the Clu Platform to create and manage Skills Profiles and use them to map talent pools of Individual Users based on their alignment your stated skills needs. Your use of the Platform carries the following obligations and rights:

 

2.2.1. Compliance with Policies:

  • When engaging Individual Users who fall under the protections of Clu’s Safeguarding Policy, you must adhere to the policy’s guidance and alert Clu within 24 hours if you become aware of any breach.

  • All use of the Platform must comply with applicable local laws and regulations, including but not limited to those governing employment, data protection, and anti-discrimination.

  • Admin Users are responsible for ensuring that all Business Users associated with their Account comply with these Terms and all associated policies.

 

2.2.2. Data Usage and Transparency:

  • You agree to treat all information related to Individual Users as confidential and use it only for legitimate HR purposes as allowed by these Terms.

  • Data processed through the Platform may be used by Clu for internal purposes, such as quality control, analytics, and product improvements, in compliance with applicable data protection laws.

  • Clu does not sell User data.

  • All Users must ensure that all data stored or exported from the Platform is handled securely and in compliance with local data protection laws.

 

2.2.3. Accountability for Content and Actions:

You shall indemnify, defend, and hold harmless Clu, its agents, affiliates, and licensors from any claims, damages, costs, or liabilities arising from:

  • Any Skills Profiles or Talent Pools you create.

  • Any interactions you initiate with Individual Users.

  • Any breach of these Terms or associated policies.

Business Users are solely responsible for ensuring the accuracy and legality of all content or materials shared or uploaded to the Platform.

 

2.2.4. Collective Responsibility for Account Access:

  • The actions of any individual Business User within an Account can affect the access rights of all associated users under that Account.

  • Clu reserves the right to suspend or terminate the entire Account if any Business User breaches these Terms or associated policies.

  • Admin Users are responsible for monitoring all activity within their Account to ensure compliance and prevent violations, including discrimination and bias.

 

2.2.5. Communication and Notifications:

You may receive messages, emails, or other notifications related to your activities on the Platform. You can manage your communication preferences on the platform; such notifications are provided as a courtesy. Clu does not guarantee their delivery, receipt, or timeliness.

 

2.2.6. Promoting Inclusive Practices:

  • You shall record and audit outcomes and actively promote equity of opportunity for all Individual Users you engage through the Platform, ensuring fair consideration of their skills.

  • You are encouraged to complete Clu’s Ethical Hiring Verification to demonstrate a commitment to engaging individuals from underrepresented or vulnerable communities, as defined by the Safeguarding Policy.

 

2.3 Confidentiality and Data Protection

 

2.3.1. Confidentiality Obligations

Business Users agree to keep confidential all information obtained through the use of the Clu Platform, including but not limited to:

  • Personal information of Individual Users gained through use of our Website (including but not limited to names, identities or personal information), together with all other information which is of a private, proprietary or confidential nature (“Confidential Information”).

  • Any information considered private, proprietary, or sensitive in nature, whether related to Clu, Individual Users, or other Business Users.

To protect Confidential Information, Business Users must:

  • Disclose such information only to employees or agents with a legitimate business need and ensure those individuals are bound by confidentiality obligations that are no less strict than these Terms.

  • Implement and maintain appropriate physical, technical, and administrative safeguards to protect Confidential Information from loss, misuse, unauthorised access, disclosure, alteration, or destruction.

  • Immediately notify Clu of any unauthorised access or suspected breach involving Confidential Information.

  • Return or destroy all Confidential Information upon request, or upon termination of their account, as directed by Clu.

 

2.3.2. Data Protection Responsibilities

Business Users act as independent Data Controllers for any and all personal data they collect, process, or manage using the Clu Platform. This includes ensuring compliance with all applicable data protection laws, including but not limited to:

  • The General Data Protection Regulation (GDPR) (EU 2016/679) and the Data Protection Act 2018 (UK).

  • Relevant AI-specific regulations, including the EU AI Act where applicable.

  • Any local data protection laws or equivalent legislation based on the Business User’s jurisdiction.

Business Users are solely responsible for:

  • Collecting and processing personal data lawfully, transparently, and fairly.

  • Ensuring that any Individual User’s data is processed only for legitimate recruitment or employment-related purposes, as outlined in their respective privacy policies.

  • Obtaining necessary consents or relying on appropriate lawful bases for processing personal data, as required by applicable law.

  • Responding to any Individual User requests under data subject rights, such as access, rectification, or erasure of their personal data.

Clu does not assume responsibility for the compliance of Business Users in fulfilling their obligations as Data Controllers.

 

2.3.3. Clu’s Role as a Data Processor

Clu acts as a Data Processor for certain activities involving personal data processing on behalf of Business Users. In this capacity:

  • Clu ensures that all personal data processed through its Platform is managed in compliance with applicable data protection laws.

  • Clu uses robust security measures, including encryption, access controls, and regular audits, to prevent unauthorised access or breaches of data processed on its systems.

  • Clu provides transparency in its data processing practices and makes available Data Protection Impact Assessments (DPIAs) or equivalent documentation upon request.

  • While Clu implements strict anonymisation protocols, we cannot guarantee protection against breaches in third-party systems. However, only randomised and anonymised data is processed through these systems, minimising the risk of data exposure.

 

2.3.4. Global Compliance

Business Users must ensure their use of the Platform complies with all applicable local laws, including but not limited to employment law, data protection regulations, and AI-specific requirements in their jurisdictions.

  • Where Business Users operate in multiple territories, it is their responsibility to ensure compliance with the most stringent applicable laws across their operations.

  • Clu provides tools and features designed to support global compliance but cannot guarantee adherence to specific local regulations. If you have any questions about compliance in a specific region, email accounts@getaclu.io.

 

2.3.5. Limitations of Liability

  • Clu is not responsible for any breach of data protection laws, confidentiality obligations, or misuse of personal data by Business Users.

  • Clu will only be held accountable for material breaches caused by its own Platform’s security failures or negligence in its role as a Data Processor.

 

2.4 Subscriptions

 

2.4.1. Subscription Requirement

All Business Users must have an active subscription to access and use the Clu Platform. There are no free user types, and all accounts require a paid subscription to gain access to the Platform’s features and functionality.

 

2.4.2. Subscription Terms

  • Subscriptions are provided for an initial 12-month term, unless otherwise agreed, and automatically renew for subsequent 12-month periods unless terminated with 30 days’ prior written notice.

  • Any changes to subscription pricing will be communicated at least 45 days before the renewal date.

  • Clu reserves the right to decline renewal of a subscription at the end of the initial or any subsequent term.

 

2.4.3. Modifications to Subscriptions

  • Business Users may request additional licences or upgrades to their subscription during the term. Additional licences will be charged at the applicable tier pricing or another mutually agreed rate.

  • Mid-term licence increases will be prorated for the remainder of the subscription period.

 

2.4.4. The Clu Guarantee

Clu guarantees that, by the end of the subscription term, Business Users will achieve specific measurable outcomes aligned with their goals, such as:

  • Creation of Actionable Skills Profiles:

    • Users will have created a minimum number of verified Skills Profiles, defined as profiles containing sufficient validated data to segment talent into relevant Talent Pools.

  • Talent Pool Utilisation:

    • Users will have actively utilised Clu’s Talent Pool features, such as publishing or aligning candidates to opportunities, for at least 50% of their designated roles or strategic objectives.

  • Enhanced Candidate Alignment:

    • Users will have access to insights generated by Clu’s TalentGPS algorithm to map individuals to opportunities based on their skills alignment, with documented platform usage reports available for review.

 

2.4.5. Conditions of the Guarantee

To qualify for the Guarantee, the following conditions must be met by the Business User:

  • Platform Engagement:

    • Business Users must demonstrate active use of the Platform, including:

      • Maintaining accurate data within Talent Pools.

      • Using the Platform for a minimum threshold of roles, teams, or projects as agreed during onboarding.

      • Completing Clu’s suggested optimisation steps, including training, data uploads, or recommended integrations.

    • Timely Collaboration:

    • Business Users must respond promptly to all Clu communication, including optimisation support, insights, or recommendations provided during the term.

    • Role Suitability:

    • The Guarantee applies to usage scenarios that are deemed suitable for Clu by our team during onboarding or mid-term check-ins.

 

2.4.6. Accountability Under the Guarantee

  • Clu’s Accountability: If the Business User meets all engagement conditions but does not achieve the agreed platform outcomes, Clu will extend the subscription term or provide additional consultancy services to address gaps.

  • Business User Accountability: If the Business User fails to meet the engagement conditions outlined above, the Guarantee is void, and Clu holds no liability for performance shortfalls.

 

2.5 Termination and Refunds

 

2.5.1. Termination of Subscription

  • Subscriptions can be terminated by providing 30 days’ written notice before the end of the subscription term. The termination will take effect at the end of the current subscription period.

  • Clu reserves the right to terminate or suspend subscriptions for non-payment, breaches of these Terms, or other violations, including misuse of the Platform or breach of data protection policies.

 

2.5.2. Refund Policy

Refunds for subscription fees will only be considered in the following situations:

  • Platform Downtime: If the Clu Platform is unavailable for more than 5 consecutive days due to Clu’s fault, a pro-rated refund or subscription extension may be provided for the impacted period.

  • Guarantee Terms: If Clu does not deliver the outcomes specified in Clause 2.4 and the Business User has met all the associated conditions, Clu will either extend the subscription term or issue a partial refund.

Refunds will be issued for:

  • Business User inaction or failure to comply with obligations outlined in these Terms.

  • Terminations initiated by Business Users before the subscription term’s conclusion without a breach by Clu.

 

2.5.3. Payment Obligations

  • All payment obligations accrued before the subscription termination date remain due and payable.

  • Clu reserves the right to charge a fee for early termination, where applicable, based on the remaining term of the subscription.

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2.5.4. Post-Termination

  • Upon termination of a subscription, access to all platform features, data, and services ceases immediately.

  • Admin Users are responsible for securely removing or transitioning any data related to their Account and ensuring compliance with data retention laws.

3. General​

 

3.1 Intellectual Property and Acceptable Use

 

3.1.1. Ownership of Intellectual Property

Clu, owned by Included.AI Limited, is the owner or licensee of all intellectual property rights related to the Platform, including but not limited to:

  • Patents, utility models, rights to inventions, and moral rights.

  • Copyright and neighbouring or related rights, including rights in text, graphics, images, audio, video, software, data compilations, and underlying code.

  • Trademarks, service marks, business names, and domain names.

  • Rights in designs, trade dress, goodwill, and the right to sue for passing off or unfair competition.

  • Rights in computer software, database rights, and proprietary algorithms (including TalentGPS).

  • Rights to use, and to protect the confidentiality of, confidential information (including know-how and trade secrets).

These rights apply whether registered or unregistered and include applications for registration, extensions, or renewals under applicable laws worldwide. Except as expressly provided in these Terms, no license or rights to use any intellectual property are granted to Users.

 

3.1.2. Permitted Use of Content

Business Users and Individual Users are permitted to:

  • Download and use extracts or reports generated through the Platform solely for legitimate business or employability purposes.

  • Print and share Skills Profiles or talent pool data for internal use, provided no modifications are made and the source (Clu) is appropriately credited.

 

3.1.3. Prohibited Use

Users must not:

  • Alter, distribute, reproduce, or exploit any part of the Platform or its Content for commercial purposes without prior written permission from Clu.

  • Reverse-engineer, decompile, or attempt to derive the source code of the Platform or any proprietary algorithms.

  • Use the Platform to create derivative works, competing platforms, or unauthorised tools.

  • Upload, share, or distribute malicious code, data, or content that infringes on Clu’s intellectual property or disrupts the functionality of the Platform.

 

3.1.4. User-Generated Content

  • Any content uploaded or created by Users on the Platform remains their property. However, Users grant Clu a perpetual, irrevocable, non-exclusive, royalty-free license to use, store, and analyse such content for Platform improvement and analytics purposes.

  • Clu reserves the right to remove or restrict User-generated content that breaches these Terms or any associated policies.

 

3.1.5. Acknowledgment of Ownership

Users must:

  • Acknowledge Clu as the source when sharing or referencing proprietary data or reports generated through the Platform.

  • Not use Clu’s trademarks, logos, or branding without explicit written permission.

 

3.1.6. Liability for Misuse

Misuse of the Platform, including unauthorised copying, sharing, or modification of Content, may result in:

  • Immediate termination of access to the Platform.

  • Legal action for damages resulting from infringement of intellectual property rights.

 

3.2 User Content

 

3.2.1. Compliance with Content Standards

  • When using features that allow you to upload, share, or interact with Content through the Clu Platform, you must comply with the content standards outlined in our Acceptable Use Policy.

  • You warrant that your Content complies with these standards. Any breach of this warranty will render you liable to indemnify, defend, and hold harmless Clu, its affiliates, directors, officers, employees, agents, licensors, successors, and assigns from all losses, damages, expenses (including reasonable legal fees), and claims arising from or related to such breach.

 

3.2.2. Ownership and Licensing of Content

You retain ownership of any Content uploaded to the Clu Platform. However, by uploading or sharing Content, you grant Clu and its users a limited, perpetual, irrevocable, royalty-free, fully paid-up, transferable, worldwide license to:

  • Use, store, copy, and share such Content as necessary for the operation of the Platform.

  • Distribute and make it available to third parties.

  • Create derivative works in connection with the Platform’s functionality and improvements.

Clu reserves the right to disclose your identity to any third party who claims that Content uploaded by you violates their intellectual property or privacy rights.

 

3.2.3. Confidentiality of User Content

Any Content uploaded will be treated as non-confidential and non-proprietary unless explicitly agreed otherwise.

 

3.2.4. Removal of Non-Compliant Content

Clu reserves the right to remove any Content that violates the Acceptable Use Policy or is otherwise deemed inappropriate, harmful, or non-compliant at Clu’s sole discretion.

 

3.2.5. User Responsibilities

You are solely responsible for securing and backing up your Content. Clu accepts no liability for loss or corruption of Content.

 

3.2.6. Legal Compliance

You represent that neither you, nor your subsidiaries, directors, officers, managers, employees, or agents are subject to any Economic Sanctions Laws or located in restricted territories. You must promptly notify Clu of any changes to this status.

 

3.2.7. Feedback and Suggestions

If you provide suggestions, input, or feedback to Clu regarding Platform functionality or potential improvements, you grant Clu a non-exclusive, perpetual, irrevocable, royalty-free license to use such Feedback for any purpose, including creating new products and services. Attribution for Feedback is not guaranteed.

 

3.3 Prohibited Use

 

3.3.1. Disruption and Damage:

  • Engaging in any activities that cause, or may cause, damage to the Platform, its functionality, or its underlying infrastructure.

  • Interfering with or disrupting any other user's access, use, or enjoyment of the Platform.

 

3.3.2. Unlawful Activities:

  • Transmitting, storing, or sharing electronic copies of copyrighted material without the owner's express permission.

  • Using the Platform in a way that is harmful, unlawful, abusive, harassing, threatening, defamatory, or otherwise objectionable.

  • Breaching any applicable laws, regulations, or governmental orders, including those relating to data protection, intellectual property, or non-discrimination.

 

3.3.3. Malicious Intent:

  • Introducing viruses, malware, Trojans, worms, or other malicious code to the Platform.

  • Attempting to gain unauthorised access to any part of the Platform, its servers, or associated systems.

  • Conducting any activity that constitutes a denial-of-service or distributed denial-of-service attack on the Platform.

 

3.3.4. Account Misuse:

  • Sharing or selling access credentials to the Platform or any Content contained within it.

  • Creating multiple accounts to circumvent Platform restrictions or conduct fraudulent activities.

 

3.3.5. Unethical Use of AI:

Manipulating, bypassing, or misusing the AI outputs provided by Clu, including using AI-generated information in a manner inconsistent with applicable laws or ethical standards.

 

3.3.6. Indemnification:
You agree to indemnify, defend, and hold harmless Clu, its agents, affiliates, licensors, and employees from any and all losses, damages, costs, and claims (including reasonable legal fees) arising out of or in connection with:

  • Any breach of this clause.

  • Activities conducted on the Platform under your Account that violate these Terms.

 

3.4 Links to Other Websites

 

The Clu Platform may include links to third-party websites or resources for informational purposes only. These links do not imply endorsement, approval, or affiliation with the linked websites or their content.

 

3.4.1. No Control or Responsibility:

  • Unless explicitly stated, Clu and its affiliates do not control the content, services, or resources provided by third-party websites. You acknowledge and agree that any use of such external websites is at your own risk.

  • Clu disclaims all responsibility and liability for any loss or damage arising from the use of or reliance on third-party links or the content found on these websites.

 

3.4.2. Candidate Redirects:

As part of Account setup and usage, Clu may provide links to your website or third-party websites to direct Individual Users to application portals or other relevant resources. You are responsible for ensuring the accuracy and security of any linked destinations.

 

3.4.3. No Endorsement Implied:

  • Including a link to a third-party site within the Clu Platform does not imply endorsement of the site, its owners, or its content.

  • Links should not be interpreted as verification of the accuracy, legality, or suitability of the third-party content.

 

3.4.4. User Responsibility:

You are encouraged to review the terms of use, privacy policies, and applicable disclaimers of any third-party websites before engaging with them. Clu is not responsible for ensuring the security or compliance of external sites.

 

3.5 Limitation of Liability

 

Clu does not exclude or limit in any way its liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by Clu’s negligence or the negligence of its employees, agents, or subcontractors, and for fraud or fraudulent misrepresentation.

 

Subject to the above:

  • Clu excludes all implied conditions, warranties, representations, or other terms that may otherwise apply to the Clu Platform, its Content, or services provided through it.

  • Clu’s total liability to you in any 12-month period, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed £1,000.

Clu will not be liable to you for any loss or damage, whether direct or indirect, even if foreseeable, arising under or in connection with:

  • The use of, or inability to use, the Platform or any Content or services provided through it.

  • The use of, or reliance on, any Content displayed on the Platform.

  • The use of third-party plugins (e.g., ChatGPT).

In particular, Clu will not be liable for:

  • Loss of profits, sales, business, or revenue.

  • Business interruption or downtime.

  • Loss or corruption of data.

  • Loss of anticipated savings.

  • Loss of business opportunity, goodwill, or reputation.

  • Any indirect or consequential loss or damage.

Each provision of these Terms that provides for limitation of liability, disclaimer of warranties, or exclusion of damages is intended to allocate the risks between the parties under these Terms. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms and will remain effective even if a limited remedy fails its essential purpose.

 

The above limitations of liability will apply except to the extent prohibited by applicable local laws. Business Users are responsible for ensuring their own compliance with such laws before agreeing to these Terms.

 

3.6 Terms and Termination

 

These Terms are effective from the moment you accept them or first access, download, install, or use the Clu Platform. They remain in effect until terminated in accordance with this clause.

 

3.6.1. Termination by Clu

If you violate any provision of these Terms or fail to comply with associated policies (e.g., the Acceptable Use Policy, Safeguarding Policy, or Confidentiality and Data Protection clauses), Clu reserves the right to:

  • Suspend or terminate your Account, with or without prior notice.

  • Restrict or revoke your access to the Platform or any of its features.

  • Immediately terminate these Terms and your rights to use the Platform.

In addition, Clu may terminate these Terms or suspend services at its sole discretion for reasons beyond your control, such as changes in business operations or external factors, provided reasonable notice is given where applicable.

 

3.6.2. Termination by the User

You may terminate your Account and these Terms at any time by providing written notice to Clu at . Upon termination, you must immediately discontinue all use of the Platform.

 

3.6.3. Effects of Termination

Upon termination of these Terms:

  • Cessation of Rights: Your license rights and access to the Platform and your Account will terminate immediately.

  • Content Responsibility: You are solely responsible for retaining and securing any data or Content you have uploaded. Upon termination, you may lose access to such data, as Clu does not guarantee post-termination retention.

  • Financial Obligations: Any unpaid amounts owed to Clu before termination remain payable. All accrued payment obligations will survive termination.

  • Restriction on New Accounts: If your Account is terminated for a breach of these Terms, you are prohibited from creating a new Account under a different name, email, or other identifiers.

 

3.6.4. Prolonged Inactivity

Clu reserves the right to terminate any inactive Account after providing written notice. An Account may be deemed inactive if there is no engagement with the Platform or associated services for a continuous period of 12 months or more.

 

3.6.5. Refund Policy on Termination

For terminated subscriptions:

  • Refunds will only be considered in line with Clause 2.4 (Subscriptions), subject to user compliance with engagement requirements during the subscription term.

  • No refunds will be issued for Accounts terminated due to policy breaches or misuse.

 

3.6.6. Survival of Obligations

The following clauses will survive termination: Confidentiality and Data Protection, Intellectual Property Rights, Limitation of Liability, Indemnification, and Dispute Resolution.

 

3.7 General

 

3.7.1. Rights and Remedies

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

 

3.7.2. Force Majeure

Neither party shall be in breach of the Terms nor liable for delay in performing, or failure to perform, any of its obligations under the Terms if such delay or failure results from events, circumstances, or causes beyond its reasonable control.

 

3.7.3. Payments and Taxes

  • Payments: All amounts due under these Terms from you to Clu shall be paid in full without any set-off, counterclaim, deduction, or withholding, except for any deduction or withholding of tax as required by law.

  • Tax Obligations: You agree to bear all taxes, including withholding, sales, use, and other similar taxes imposed by any jurisdiction outside the United Kingdom. If such taxes are required to be withheld or imposed on payments to Clu under these Terms, you agree to pay us such additional amounts as are necessary to ensure we receive the full amount as if such taxes had not been withheld or imposed.

  • Additional Penalties: If any amounts due are subject to sales, use, or similar taxes in any jurisdiction, and you have not remitted the applicable tax, you are responsible for paying such taxes and any related penalties or interest to the relevant tax authority.

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3.7.4. Audits

You shall allow Clu (or its authorised representatives or agents) access to your Account to audit your use of the Platform, ensuring compliance with these Terms.

 

3.7.5. Assignment ​

  • Your Rights: You may not transfer any of your rights under these Terms to another person without Clu’s prior written consent.

  • Clu’s Rights: Clu may transfer its rights under these Terms without your consent.

 

3.7.6. Transparency

  • Clu is committed to ethical AI practices and complies with applicable AI-specific regulations, including the EU AI Act, and ensures transparency in its use of proprietary and third-party AI tools.

  • All determinative decisions are made using proprietary AI (TalentGPS), ensuring explainability and compliance with relevant regulations. Non-determinative functions leverage third-party plugins (e.g., ChatGPT) under strict anonymisation protocols to protect user data.

  • Users agree to the limited use of anonymised data within third-party plugins solely for non-determinative purposes.

 

3.7.7. Entire Agreement

These Terms, together with Clu's , , and , constitute the entire agreement between the parties relating to their subject matter. They supersede all prior discussions, arrangements, or agreements related to the Terms.

 

3.7.8. Third-Party Rights

The Contracts (Rights of Third Parties) Act 1999 does not apply to these Terms. No third party shall have any rights to enforce or rely on any provision of these Terms.

 

3.7.9. Severability 

If any court or competent authority finds that any provision of these Terms (or part thereof) is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted. The remaining provisions of these Terms will remain in full force and effect.

 

3.7.10. No Waiver

Unless otherwise agreed, no delay, act, or omission by either party in exercising any right or remedy under these Terms shall be deemed a waiver of that or any other right or remedy.

 

3.7.11. Jurisdiction and Governing Law

These Terms and any disputes or claims (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter, or formation shall be governed by and construed in accordance with the laws of England and Wales.

 

The Courts of England and Wales shall have exclusive jurisdiction over any disputes (including non-contractual disputes or claims) arising under or in connection with these Terms.

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