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

Individual Users are permitted to:

• Download and use their Skills Profiles and other reports generated through the Platform solely for personal or professional development purposes.

• Share their Skills Profiles or CVs with Employers or Partner Organisations, provided no modifications are made and Clu is appropriately credited as the source of the data.

 

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

Individual Users retain ownership of any Content uploaded to the Clu Platform, including Skills Profiles and resumes. However, by uploading or sharing Content, you grant Clu a limited, perpetual, royalty-free license to:

• Use, store, and share anonymised data to support Platform functionality, improve AI capabilities, and refine matching algorithms.

• Distribute anonymised and aggregated insights to Partner Organisations or Employers for reporting or analytics purposes.

• Create derivative works to enhance Platform features, including but not limited to data anonymisation for third-party processing.

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:

Individual Users must not:

• Attempt to bypass Clu’s safeguards for ethical AI usage, including modifying AI-generated job matches or Skills Profiles in a way that misrepresents your qualifications or skills.

• Share CV data or Skills Profiles with unverified parties in violation of Clu’s Acceptable Use and Privacy Policies.

 

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 your engagement with the Platform, Clu may provide links to third-party websites, including Employer application portals or Partner Organisation platforms. Clu is not responsible for the security, accuracy, or reliability of these third-party websites.

 

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 employment opportunities or failure to secure a role through the Platform.

• Loss or corruption of personal data caused by third-party systems outside Clu’s direct control, provided that Clu adhered to anonymisation protocols.

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 deactivate Individual User profiles that remain inactive for a continuous period of 12 months or more. Partner Organisation referrals may remain active, subject to ongoing engagement.

• 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 hello@getaclu.io. 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 transparency in AI use. Our proprietary AI (TalentGPS) is used for matching Individual Users with opportunities, while anonymised data may be processed through third-party plugins for non-determinative tasks, such as formatting resumes or rewording job ads.

• 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.