The agreement between us and you.

These Terms of Service (the “Terms”) form a legally binding agreement between Vitae AI Ltd, a company registered in England & Wales with its registered office in London, United Kingdom (“Vitae”, “we”, “us”), and the entity or individual using the Services (“Customer”, “you”).

By creating an account, signing an order form, or using the Services you agree to these Terms. If you are entering into these Terms on behalf of an organisation you confirm that you have the authority to bind that organisation.

• Services — the Vitae software-as-a-service platform, including app.vitae.ai, the marketing site, APIs, and related documentation.
• Order — a Vitae order form, online checkout, or similar instrument signed or accepted by Customer.
• Subscription — the right to access and use the Services for the term and at the tier set out in an Order.
• Customer Data — any data submitted to or generated within the Services on behalf of Customer, including candidate records.
• DPA — the Data Processing Addendum incorporated into these Terms by reference.

You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorised use. We may suspend access where there is reasonable evidence of credential compromise, abuse, or non-payment.

• Fees, billing frequency, and Subscription term are set out in your Order or on the pricing page applicable at sign-up.
• Fees are payable in advance and non-refundable except as required by law or expressly stated in an Order.
• Late payments may incur statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.
• We may revise pricing on renewal with at least 30 days’ written notice. Mid-term increases require your consent.
• All fees are exclusive of VAT and other applicable taxes, which are payable in addition.

You will not, and will not permit any third party to:

• Use the Services to violate any applicable law, regulation, or third-party right.
• Upload personal data without an appropriate lawful basis.
• Use the Services to make solely automated decisions that produce legal or similarly significant effects on candidates without a human in the loop.
• Reverse engineer, decompile, or otherwise attempt to derive source code, except to the extent expressly permitted by applicable law.
• Probe, scan, or test the vulnerability of the Services without our prior written consent (responsible disclosure is welcomed via hello@vitae.ai).
• Resell the Services, use them as a stand-alone competitor offering, or expose them to end-users not bound by terms at least as protective as these.
• Send spam, infringing, defamatory, or otherwise unlawful communications through the Services.

As between the parties, Customer owns all Customer Data. Customer grants Vitae a worldwide, non-exclusive licence to host, process, transmit, and display Customer Data solely as necessary to provide the Services and to comply with the Customer’s lawful instructions.

Where the Services involve processing of personal data on Customer’s behalf, the parties agree to the Data Processing Addendum, which forms part of these Terms.

We retain all right, title, and interest in and to the Services, including all software, designs, documentation, trademarks, and improvements. No rights are granted to you except as expressly set out in these Terms. Feedback you provide is licensed to us on a perpetual, royalty-free, worldwide basis to use without obligation or attribution.

• The Services include AI features that generate output from Customer Data and from third-party model providers. AI output may be inaccurate or incomplete; you must review it before relying on it.
• You are responsible for the decisions you make using the Services, including hiring decisions.
• You will keep a human in the loop for any consequential candidate-facing action and will not configure the Services to make solely automated decisions that produce legal or similarly significant effects on candidates.
• Vitae does not use Customer Data to train shared or third-party models. Our model providers are contractually bound to zero data retention for our API usage.

The Services integrate with third-party platforms (such as ATS systems, calendar providers, and email systems) at your direction. Your use of those services is governed by their own terms, and Vitae is not responsible for their availability, security, or content.

Each party will keep the other’s confidential information confidential, use it only for the purpose of performing under these Terms, and protect it with the same standard of care it uses for its own confidential information (and in any event no less than reasonable care). This obligation does not apply to information that is or becomes public through no breach, was already known without restriction, is independently developed, or is required to be disclosed by law.

We warrant that the Services will materially conform to the documentation. Except for that warranty and to the maximum extent permitted by applicable law, the Services are provided “as is” without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free.

Nothing in these Terms limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded.

Subject to the above, neither party shall be liable to the other for any indirect, special, consequential, or punitive loss, or for loss of profit, revenue, goodwill, or anticipated savings. Each party’s total aggregate liability arising out of or in connection with these Terms shall not exceed the fees paid or payable by Customer to Vitae in the 12 months preceding the claim.

We will defend you against any third-party claim that the Services, when used in accordance with these Terms, infringe that third party’s intellectual property rights, and pay any damages finally awarded by a court or agreed in settlement.

You will defend us against any third-party claim arising from (a) Customer Data, (b) your breach of Section 5 (Acceptable use), or (c) your use of the Services in breach of applicable law, and pay any damages finally awarded by a court or agreed in settlement.

• These Terms apply from the date you first accept them and continue until all Subscriptions have ended.
• Subscriptions auto-renew for successive periods equal to the prior term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.
• Either party may terminate for material breach not cured within 30 days of written notice.
• On termination, your right to access the Services ends. We will make Customer Data available for export for 30 days, after which we will delete it (subject to legal retention requirements and to lawful backup retention).
• Sections that by their nature should survive termination (including 6, 7, 10, 11, 12, 13, 16) will survive.

We may update these Terms from time to time. The “Last updated” date reflects the most recent version. For material changes we will give at least 30 days’ notice by email or in-product notice. Continued use of the Services after the change takes effect constitutes acceptance.

• Governing law. These Terms are governed by the laws of England and Wales.
• Jurisdiction. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.
• Assignment. Neither party may assign these Terms without the other’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.
• Entire agreement. These Terms, the Order, and the DPA constitute the entire agreement and supersede any prior agreements on the same subject matter.
• Severability. If any provision is held unenforceable the remaining provisions will remain in full force.
• No waiver. A failure to enforce any provision is not a waiver of that provision.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Third-party rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999.

Questions about these Terms:

• Email: hello@vitae.ai
• Postal: Vitae AI Ltd, London, United Kingdom