Terms of Service

Illumini Technology Limited, 121A Salisbury House, 29 Finsbury Circus, London, EC2M 5SQ, United Kingdom. Company number 15754186.

These Terms of Service ("Agreement") are entered into between Illumini Technology Limited, a company registered in England and Wales under company number 15754186, whose registered address is 121A Salisbury House, 29 Finsbury Circus, London, EC2M 5SQ ("Illumini", "we" or "us") and the customer agreeing to these terms ("Client", "you").

This Agreement governs the Client's use of the Illumini platform as a whole and of every Module made available on it. The particular Module(s) the Client has ordered are identified in an "Order Form", which means whichever ordering record applies to that Client: for a Client who subscribes online this is the checkout or subscription confirmation page and the resulting invoice, and no signature is required; for a Client who contracts with Illumini directly it may instead be a signed order form, quote or statement of work. Each Module is further described in a Module Schedule at the end of this Agreement. One acceptance of this Agreement covers every Module the Client holds now or orders in future, without the need for a separate agreement per Module.

The Client accepts this Agreement by signing in to its Illumini account, by subscribing to or using the Services, or by entering into an Order Form that references this Agreement. On accepting, the Client agrees to be bound by the terms of this Agreement, which contains, among other things, warranty disclaimers, liability limitations and use limitations.

In the event of a conflict, the following order of precedence applies: (i) a signed Order Form, (ii) the applicable Module Schedule, and (iii) the general terms in clauses 1 to 21.

"Agreement" means this agreement, together with any Order Form and any applicable Module Schedule, and any amendments agreed in writing by both parties.

"Client" means the party purchasing access to the Platform from Illumini.

"Client Data" means data and content the Client or its users submit to the Platform, and data retrieved by Illumini from third-party sources at the Client's direction for the Client.

"Illumini Data" means job market data, company and vacancy information and other data Illumini sources, aggregates and maintains in its own databases independently of any Client, and makes available to clients generally. "Data" means Illumini Data and Client Data together.

"Module" means a distinct part of the Platform made available to the Client, as identified in the Order Form. The Modules available as at the date of this Agreement are Vacancies, Missed Fees and Candidate Enrichment, each described in the corresponding Module Schedule.

"Module Schedule" means the schedule to this Agreement describing a particular Module. The Module Schedules form part of this Agreement.

"Order Form" means the document or page setting out the Modules ordered by the Client, including a signed order form, a checkout or subscription confirmation page, a quote, a statement of work, or an invoice.

"Output" means the reports, rankings, matches, contact details, analytics, insights and other informational results produced by the Platform.

"Platform" means the Illumini software platform made available by Illumini, comprising the Modules identified in the Order Form together with any related documentation and support.

"Service" or "Services" means the provision of the Platform and the Modules ordered by the Client, as set out in the Order Form and the applicable Module Schedules.

"Subscription Fee" means the recurring charge payable by the Client for the Services, as set out in the Order Form.

"Trial Period" means the period of access to the Services at no cost, of the length stated in the Order Form or at sign-up. Where no trial length is stated, there is no Trial Period.

"Commencement Date" means the date on which the Client first gains access to the Service in full and has proceeded past any Trial Period.

"Term" means the period from the Commencement Date until this Agreement is terminated or expires, including any renewal period.

2.1Illumini shall provide the Client with access to the Platform and to those Modules identified in the Order Form, in accordance with this Agreement and the applicable Module Schedule.

2.2The functionality, scope and volume of each Module are described in the corresponding Module Schedule and in the Order Form. Where a Module Schedule conflicts with the general terms in clauses 1 to 21, the Module Schedule prevails in respect of that Module only.

2.3On request, Illumini will provide meaningful information about the principal factors used when ranking, scoring or matching records within the Platform. This does not entitle the Client to access, inspect or receive the models themselves, which remain Illumini's confidential and proprietary property.

2.4The Client acknowledges that the Services may include, as set out in the Order Form, functionality that retrieves information relating to specific selected individuals or organisations from third-party data sources.

2.5Illumini may add, modify or withdraw Modules from time to time. Adding a further Module is subject to the fees stated in the applicable Order Form and does not require a new agreement.

2.6Illumini may improve, update, replace or discontinue functionality. It will use commercially reasonable efforts to give advance notice of a change that foreseeably and materially impairs the Client's use during the current term. Illumini will not materially reduce the overall core functionality purchased during the current term without providing a reasonable substitute, a remedy, or a right to terminate the materially affected Module. Adding or changing functionality that does not materially reduce what the Client has purchased is not such a change.

2.7Illumini may deprecate or remove individual features on reasonable notice, ordinarily ninety (90) days, or sooner where required for security, legal or third-party reasons. Where practicable Illumini will offer a commercially reasonable alternative.

2.8Features identified as new, beta, preview, pilot or early access are made available for evaluation only. They are excluded from the uptime level in clause 6.3 and from the service credits in clause 6.5, are provided "as is", and may be changed or withdrawn at any time without notice.

2.9Where the Client authorises Illumini to connect to a third-party system, including a CRM or applicant tracking system, the Client is responsible for configuring and testing that connection and for its own agreement with the third-party provider. Illumini is not responsible for the availability, accuracy or behaviour of any third-party system, or for a third-party provider changing or withdrawing access.

2.10Parts of the Service identify and retrieve information from publicly accessible websites, including employer career sites. The Client acknowledges that a source website may block automated access, change its structure, or remove content at any time, and that Illumini does not guarantee that any particular source will be reached or that any particular record will be found.

3.1A Trial Period is not automatic. A Trial Period applies only where it is stated in the Order Form, or is made clear to the Client at the point of sign-up or checkout, including on the Illumini website or on the payment page. Where no Trial Period is stated in any of those places, there is no Trial Period and billing begins immediately. Where a Trial Period does apply, the Client is entitled to a one-time Trial Period starting from the day they first receive access to the Service. During the Trial Period the Client may terminate this Agreement without any charge being incurred.

3.2Once the Trial Period has ended, the Service will continue in accordance with the applicable Module Schedule and billing will begin from the end of the Trial Period.

3.3The Trial Period ends either by the Client confirming they wish to proceed with the Service, or when the period stated in the Order Form or at sign-up has elapsed.

3.4After the Trial Period has elapsed, or once the Client has confirmed that they wish to proceed with the Service, the Client shall be automatically enrolled in the monthly subscription and will be liable for the Subscription Fee unless notice of cancellation is provided before the end of the Trial Period.

4.1The Subscription Fee is the recurring rate set out in the Order Form.

4.2**Rolling Monthly Plan (the default).** The Services are provided on a rolling monthly basis with NO minimum term and NO annual commitment. The Subscription Fee is payable monthly in advance. The subscription renews automatically at the end of each monthly billing period until the Client cancels. The Client may cancel at any time, and cancellation takes effect at the end of the then-current billing period. The Client pays for the billing period in which it cancels and owes nothing further. Every Client who subscribes online through the Illumini checkout is on a Rolling Monthly Plan unless an Order Form signed by both parties says otherwise.

4.3**Annual Plan (only where expressly agreed).** An Annual Plan applies ONLY where the Client and Illumini have entered into an Order Form that expressly states an annual or other fixed minimum term. The Client is not placed on an Annual Plan by subscribing online, by continuing to use the Services, or by any conduct short of entering into such an Order Form. Where an Annual Plan applies:

(a)the Client commits to the minimum term stated in the Order Form and may not terminate for convenience during that term;

(b)the Subscription Fee is payable for the whole of the minimum term, whether billed monthly, quarterly or annually in advance;

(c)if Illumini terminates for the Client's material breach before the end of the minimum term, the balance of the Subscription Fee for the remainder of that term becomes immediately due. The Client ceasing to use the Services does not of itself terminate the Agreement or accelerate the fees, which remain payable for the minimum term;

(d)the Agreement renews automatically for successive periods of the same length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term; and

(e)clause 4.6 (cancellation for convenience) does not apply during the minimum term.

4.4Where the Client subscribes online, the Subscription Fee is charged to the payment method provided at checkout, in advance, at the start of each billing period. Where Illumini has agreed to invoice the Client instead, full payment for invoices must be received within thirty (30) days of the invoice date.

4.5Nothing in this Agreement commits the Client to a minimum term unless an Order Form expressly says so. For the avoidance of doubt, the fact that a Client has used the Services for any length of time does not convert a Rolling Monthly Plan into an Annual Plan.

4.6On a Rolling Monthly Plan the Client may cancel at any time through its account or by contacting Illumini, and cancellation takes effect at the end of the then-current billing period. Illumini may terminate a Rolling Monthly Plan for convenience on thirty (30) days' written notice. Where clause 4.2 and this clause both apply to a cancellation by the Client, clause 4.2 prevails. The Client will pay in full for the Services up to and including the last day on which the Services are provided.

4.7Illumini may change the Subscription Fee or introduce new charges for future terms, on at least sixty (60) days' prior notice to the Client before the start of the renewal term, which may be given by email. No mid-term price increase applies unless the Client upgrades its usage or tier or adds a further paid Module. If the Client does not accept the change, the Client may cancel before it takes effect.

4.8All fees are exclusive of VAT and any other applicable taxes, which will be added where due. Fees paid are non-refundable, except where required by law, where this Agreement expressly provides for a refund, or where the Client terminates for Illumini's material breach or insolvency, in which case Illumini will refund a pro-rata share of any prepaid fees for Services not provided.

4.9Where the Client purchases credits, add-ons or other one-off items, those items are charged at the price stated at the point of purchase, are non-refundable, and do not renew automatically. Unless stated otherwise, unused credits expire on termination of this Agreement.

4.10The Order Form states the capacity included in the Client's plan, which may include the number of daily searches, the number of companies tracked, the number of records processed, and the number of user licences. Where the Client's use exceeds that capacity, Illumini may either limit use to the capacity purchased or, on notice to the Client, make the additional use available and charge for it at the applicable rate. Illumini will not charge for use above capacity without first notifying the Client.

4.11If the Client believes it has been billed incorrectly, it must notify Illumini within sixty (60) days of the date of the invoice or statement on which the error first appeared in order to be entitled to an adjustment or credit.

4.12Illumini may charge interest on any amount not paid when due, at the rate provided for under the Late Payment of Commercial Debts (Interest) Act 1998, together with the reasonable costs of recovering the amount owed.

5.1If any payment fails or is not received when due, the following applies. First, where a card payment fails, Illumini will attempt to collect payment again and will ask the Client to update its payment details. Second, if payment is still not received, Illumini will give the notice in clause 5.2 and may then suspend the Client's access to the Services, in whole or in part, until payment is received. Suspension means the Client is locked out of the Services. Suspension does not end this Agreement, and the Subscription Fee continues to accrue during suspension up to termination under clause 5.3. On payment of the amount outstanding, Illumini will restore access and the Client remains liable for the full Subscription Fee for the period of suspension, which is simply paid later than it was due.

5.2Illumini will give the Client at least fourteen (14) days' notice before suspending access for non-payment, and will limit the scope and duration of any suspension to what is reasonably necessary.

5.3If an amount remains unpaid for thirty (30) days after the due date, Illumini may terminate this Agreement immediately on written notice, without prejudice to its right to recover the amounts owed.

5.4Where this Agreement is terminated under clause 5.3, the Subscription Fee stops accruing on the date of termination and the Client remains liable for amounts accrued up to that date.

5.5Either party may terminate this Agreement on written notice if the other commits a material breach and, where the breach is capable of remedy, fails to remedy it within thirty (30) days of written notice requiring it to do so. Illumini may suspend or terminate access immediately, without a cure period, where the Client's use is unlawful, infringes a third party's rights, or presents a security risk to the Platform or its other clients.

5.6Either party may terminate this Agreement immediately on written notice if the other party becomes insolvent, enters administration or liquidation, has a receiver or administrator appointed over its assets, or ceases or threatens to cease to carry on business.

5.7On termination or expiry of this Agreement for any reason, Illumini will on request make Client Data available for export for a period of thirty (30) days. Access may be provided by export file rather than by continued access to the Platform, and Illumini is not obliged to restore access to the Platform, to the Illumini Data, or to Output the Client has not already received. At the Client's election Illumini will then return or securely delete all personal data processed under this Agreement within thirty (30) days, and will confirm the deletion in writing on request. After that period Illumini may delete Client Data and is under no obligation to retain it, save where it is required to retain it by law. Where Illumini acts as processor, this clause operates as the Client's instruction for the purposes of Article 28(3)(g) of the UK GDPR.

5.8Candidate records and other Output already delivered to the Client, including records written into the Client's own systems under Schedule 3, remain with the Client and are governed by the licence in clause 11.2. The Client is responsible for those records as controller once they are in its own systems.

5.9The Client may require Illumini to delete data the Client has supplied at any time, whether before, during or after an order is processed, by written request. Illumini will action the request within a reasonable period, save where it is required to retain the data by law. Deletion of data necessary to provide a Module may prevent Illumini from continuing to provide that Module.

5.10Termination does not affect any right, remedy, obligation or liability that has accrued before termination. The following survive termination or expiry of this Agreement: clauses 5.7 to 5.9 (retrieval and deletion), clause 9 (Data Protection and Data Usage), clause 10 (Confidentiality), clause 11 (Proprietary Rights and Licence), clause 13 (Warranty and Disclaimer), clause 14 (Indemnity), clause 15 (Limitation of Liability), clause 18 (Governing Law), clause 20 (Notices) and clause 21 (Miscellaneous), together with any accrued right to payment and any other provision which by its nature is intended to survive.

6.1Where a Trial Period is offered, Illumini shall provide access to the Service from the beginning of that Trial Period, and the Commencement Date will be the day on which the Client elected to proceed past it, or on which it expired with no notice of cancellation. Where no Trial Period is offered, the Commencement Date is the day the Client first receives access to the Service.

6.2The Service includes access to the Data curated and maintained by Illumini for each ordered Module, at the frequency described in the applicable Module Schedule.

6.3Illumini will use reasonable endeavours to maintain 99% uptime per calendar month for the Service. Uptime is measured excluding (a) scheduled maintenance, being planned maintenance notified at least twenty-four (24) hours in advance and not exceeding eight (8) hours in any calendar month, (b) emergency maintenance reasonably required for security or stability, and (c) downtime caused by an event within clause 16.1. A higher uptime level may be agreed in an Order Form.

6.4Support queries submitted by email to info@illumini-technology.io will be acknowledged within one (1) business day and responded to within two (2) business days, during business hours on weekdays, excluding English public holidays.

6.5Service credits apply only where an uptime level and service credits are stated in the Order Form, or are made clear to the Client at the point of sign-up or checkout. Where they apply and uptime falls below the stated level in a calendar month, the Client may claim a credit of 5% of that month's Subscription Fee for each period of 45 or more consecutive minutes of unplanned downtime, provided that no more than one such credit accrues per day, and that credits do not exceed in total one (1) week's Subscription Fee in any calendar month. To claim, the Client must notify Illumini in writing within thirty (30) days of the end of the month in which the downtime occurred. Credits are applied against future Subscription Fees, are not redeemable for cash, and are the Client's sole and exclusive remedy, and Illumini's entire liability, for any failure to meet an agreed uptime level.

7.1The Client will not, directly or indirectly: 7.1.1 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any related software; 7.1.2 modify, translate, or create derivative works based on the Services or any related software; 7.1.3 use the Services for timesharing or service bureau purposes, or to provide the Services themselves to a third party as a standalone offering (which does not prevent the Client from using the Services to deliver recruitment services to its own clients); 7.1.4 remove any proprietary notices or labels; 7.1.5 resell, re-license, broker or otherwise further distribute the Output in any manner or form; 7.1.6 scrape, harvest, extract or otherwise systematically collect data from the Services, or use automated means to access, compile or reproduce any part of the Services, other than through functionality Illumini provides for that purpose; 7.1.7 build a competitive product or service based upon the Services, or copy the features or functions of the Services; 7.1.8 use the Services or any Output in breach of the Privacy and Electronic Communications Regulations 2003 or any other applicable direct-marketing law, or for list brokering; or 7.1.9 use any Output or other data derived from the Services to create, train, test or improve any machine learning or artificial intelligence system that competes with Illumini.

7.2Each user account may be used by one individual only. The Client may not share accounts or use generic or shared accounts to allow multiple individuals to access the Services through a single licence or otherwise circumvent the licence numbers set out in the Order Form.

7.3As part of registration the Client will identify an administrative user and set account credentials. The Client is responsible for maintaining the security of its account credentials and for all activity that occurs under its account, whether or not authorised by the Client.

7.4The Client represents, covenants and warrants that it will use the Services only in compliance with all applicable laws and regulations. The Client's indemnity in respect of such use is set out in clause 14.2.

7.5The Client is responsible for obtaining and maintaining the equipment, software and connectivity needed to access the Services.

8.1Use of the Service is subject to fair usage. Illumini, or service providers working with Illumini, may monitor usage data relating to the Service to check compliance with this Agreement and to evaluate how the Service is performing, and may restrict or suspend access in cases of excessive, automated or abusive use that interferes with the Service for other clients. Where Illumini reasonably believes the Client has breached this Agreement or any applicable law, it may suspend or terminate access in accordance with clause 5.5.

9.1Both parties agree to comply with all applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.

9.2Where Illumini processes personal data on behalf of the Client, the Client acts as controller and Illumini acts as processor. Illumini shall process such personal data only in accordance with the Client's instructions and solely for the purposes of fulfilling its obligations under this Agreement. This applies in particular to the Candidate Enrichment Module, under which Illumini processes candidate records supplied by or on behalf of the Client.

9.3Where Illumini collects and aggregates data from public and third-party sources for its own databases, including job market and company data, Illumini acts as controller in respect of that data.

9.4Where Illumini receives or retrieves data from the Client's CRM, applicant tracking system or other system, including candidate records, vacancy records and placement records, that data is Client Data and Illumini acts as processor in respect of it under clause 9.2. Illumini uses that data only to provide the Services to that Client, and does not add it to the Illumini Data.

9.5For clarity, data under this Agreement falls into three categories: (a) Client Data, which Illumini processes as processor on the Client's instructions under clauses 9.2 and 9.4, and which includes candidate, vacancy and placement records supplied by the Client or retrieved from the Client's CRM or applicant tracking system, and candidate records supplied for the Candidate Enrichment Module; (b) Illumini Data, which Illumini sources and maintains independently and processes as controller under clause 9.3; and (c) irreversibly anonymised statistics and telemetry, which Illumini processes for its own purposes under clause 9.6. Illumini will not make Client Data, or anything derived from it that still identifies the Client, its clients or any individual, available to other clients.

9.6Illumini may use (a) data that has been irreversibly anonymised so that it cannot, alone or with other data, identify any individual, the Client, or the Client's own clients, and (b) technical and usage telemetry about how the Platform performs, in each case to operate, improve and develop the Services. Illumini will not use Client Data, or contact information retrieved for the Client, to augment the Illumini Data made available to other clients. This clause does not otherwise expand Illumini's rights under clause 9.2.

9.7When exercising its rights under clause 9.6, Illumini will not use Client Data in any form that identifies the Client, the Client's business partners or customers, or any individual. This clause limits Illumini's use of data for product improvement only; it does not restrict the delivery of the Output to the Client, which necessarily includes personal data such as hiring manager and candidate records. Illumini will implement appropriate safeguards to ensure confidentiality and data protection in accordance with applicable laws.

9.8Illumini's processing of personal data in connection with the Services is further described in the Illumini Privacy Policy, available at https://illumini.app/privacy-policy, which is incorporated into this Agreement by reference. Where the Client requires a separate data processing agreement, the parties will enter into one, and its terms will prevail over this clause 9 to the extent of any conflict.

9.9Where the Output contains personal data relating to individuals in the United Kingdom, the European Economic Area or Switzerland, the Client may use that Output only (a) to validate, clean or update its own lawfully obtained records, or (b) for other purposes the Client has established are necessary to pursue its legitimate interests in the context of business-to-business relationships and in compliance with applicable data protection law.

9.10The Client is responsible for providing any notice, and for obtaining any consent or permission, required under applicable law in order for the Client to process or market to any individual whose personal data appears in the Output. Illumini has not obtained any such notice, consent or permission on the Client's behalf.

9.11The Client gives Illumini general written authorisation to appoint sub-processors, including hosting and infrastructure providers, for the purpose of providing the Services. Illumini remains responsible for the performance of its sub-processors and will impose data protection obligations on them no less protective than those in this Agreement. Illumini will give the Client reasonable notice of any intended change to its sub-processors, and the Client may object on reasonable data protection grounds.

9.12On reasonable written notice, not more than once in any twelve (12) month period unless required by a supervisory authority, Illumini will provide the Client with the information reasonably necessary to demonstrate compliance with this clause 9, and will allow for and contribute to audits conducted by the Client or an auditor appointed by the Client. The Client will bear its own costs of any audit and will conduct it in a manner that does not unreasonably disrupt Illumini's business.

9.13The Client grants Illumini a non-exclusive licence to host, copy, process and transmit Client Data, solely to the extent necessary to provide the Services.

9.14Where Illumini acts as processor it will: (a) ensure that personnel authorised to process the personal data are subject to a duty of confidence; (b) implement appropriate technical and organisational measures under Article 32 of the UK GDPR, including encryption of personal data in transit and at rest, access control on a least-privilege basis, logging, and regular backup and recovery testing; (c) taking into account the nature of the processing, assist the Client in responding to requests from data subjects and in meeting its obligations under Articles 32 to 36 of the UK GDPR; and (d) notify the Client without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a personal data breach affecting Client Data, with the information reasonably available to it.

9.15Illumini will make available on request details of the regions in which Client Data is hosted and of any sub-processor located outside the United Kingdom. Where Client Data is transferred outside the United Kingdom, Illumini will ensure an appropriate safeguard under Article 46 of the UK GDPR is in place.

10.1"Proprietary Information" means all non-public information disclosed by one party to the other that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Proprietary Information of Illumini includes non-public information regarding the features, functionality and performance of the Service. Proprietary Information of the Client includes Client Data, and in particular its placement, introduction and fee records and the identity of its own clients.

10.2Each party will protect the other's Proprietary Information using at least the same degree of care it uses to protect its own, and in no event less than reasonable care; will not use it except as necessary to perform its obligations or exercise its rights under this Agreement; and will disclose it only to those of its employees, contractors and professional advisers who need to know it and who are bound by confidentiality obligations no less restrictive than these.

10.3These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party, was rightfully received from a third party without restriction, was independently developed without use of the other party's Proprietary Information, or is required to be disclosed by law.

10.4These obligations remain in effect during the Term and for five (5) years after its termination or expiry, save that obligations in respect of information that constitutes a trade secret continue for so long as that information remains a trade secret under applicable law.

11.1As between Illumini and the Client, the Client retains ownership of Client Data, including any intellectual property rights associated with it.

11.2Illumini grants the Client a non-exclusive, non-transferable right to access and use the Platform for its internal business purposes during the Term, and a perpetual, non-exclusive right to use, store and copy Output lawfully obtained during the term for its internal recruitment and staffing purposes. Output written into the Client's own systems, including records enriched under Schedule 3, remains available to the Client after termination. Clauses 7.1.5 and 11.4 do not prevent the Client from sharing Output with its own clients and candidates in the ordinary course of providing recruitment services.

11.3Illumini retains ownership of the Service, including all patents, copyrights, trademarks, trade names, service marks and other intellectual property rights associated with the Service. The Client may not use Illumini's intellectual property, including its trademarks and logos, without prior written permission.

11.4Subject to the licence in clause 11.2, the Client may not use the Service or any Output to create a competing product, service or database, may not resell, re-license or broker the Output as a data product, and may not systematically redistribute the Output. This does not prevent the Client from using Output in the ordinary course of providing recruitment or staffing services to its own clients and candidates.

11.5Illumini's right to use irreversibly anonymised and aggregated data to improve the Service is set out in clause 9.6.

11.6If the Client provides Illumini with suggestions, comments or other feedback about the Services, Illumini may use that feedback for any purpose without restriction, obligation or payment. This clause does not give Illumini any right to Client Data or the Client's Proprietary Information.

12.1The Output is generated using automated data collection, statistical models and machine learning techniques, and is probabilistic in nature. Illumini does not warrant that the Output is complete, accurate or current.

12.2The Output does not constitute a recommendation, decision or determination of any kind, including with respect to any employment, hiring or staffing decision. The Client is solely responsible for evaluating the accuracy, legality and appropriateness of all Output for its intended use.

12.3The Client shall not use the Output as the sole or determinative basis for any employment-related decision without independent human review.

13.1Illumini warrants that (a) the Services will be provided with reasonable care and skill and will perform materially in accordance with their documentation, (b) it will comply with all laws applicable to it in providing the Services, and (c) it will use commercially reasonable measures to ensure the Services do not contain malicious code. If the Services do not meet warranty (a), Illumini will re-perform the affected Services and, if it cannot do so within a reasonable period, will refund the fees paid for the affected period. This is the Client's exclusive remedy for breach of warranty (a).

13.2Services may be temporarily unavailable for scheduled maintenance, for unscheduled emergency maintenance, or because of causes beyond Illumini's reasonable control. Illumini shall use reasonable efforts to give advance notice of any scheduled service disruption.

13.3HOWEVER, ILLUMINI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET OUT IN CLAUSE 13.1, ILLUMINI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ILLUMINI MAKES NO WARRANTY OR REPRESENTATION REGARDING THE ACCURACY OR COMPLETENESS OF ANY OUTPUT, OR THE SUITABILITY OF ANY OUTPUT FOR EMPLOYMENT, HIRING OR STAFFING PURPOSES.

13.4Nothing in this Agreement excludes or limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

14.1Illumini shall indemnify, defend and hold harmless the Client and its officers, directors, employees and agents from and against any third-party claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach by Illumini of applicable data protection laws in respect of personal data it processes under this Agreement. Illumini's liability for any other breach of this Agreement, including negligence in the performance of the Services, is dealt with as contractual damages under clause 15 and is not the subject of an indemnity.

14.2The Client shall indemnify, defend and hold harmless Illumini and its officers, directors, employees and agents from and against any third-party claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with (a) any breach by the Client of applicable data protection laws in connection with personal data processed under this Agreement, (b) a third-party claim arising from the Client's unlawful use of the Services or the Output, or from the Client's breach of clause 7.1 (use restrictions) or clause 11.4, or (c) a third-party claim that Client Data infringes that third party's rights. The Client's liability for any other breach of this Agreement is dealt with as contractual damages under clause 15.

14.3Illumini will defend the Client against any third-party claim that the Platform software, or the Illumini Data, as provided by Illumini and used in accordance with this Agreement, infringes that third party's intellectual property rights, and will pay any damages finally awarded or agreed in settlement. This obligation does not apply to a claim arising from Client Data, from use of the Platform in combination with anything not supplied by Illumini, or from use in breach of this Agreement. If the Platform becomes, or Illumini believes it may become, the subject of such a claim, Illumini may at its option procure the right to continue using it, modify it so it is non-infringing, or terminate the affected Module on notice with a pro-rata refund of prepaid unused fees.

14.4The indemnified party shall (i) promptly notify the indemnifying party in writing of any claim, (ii) grant the indemnifying party sole control of the defence and settlement of the claim, and (iii) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that admits fault on the part of the indemnified party, or imposes any obligation or payment on it, without that party's prior written consent. A failure to give prompt notice does not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by the delay.

15.1SUBJECT TO CLAUSE 13.4, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSS, OR FOR ANY LOSS OF PROFIT, LOSS OF ANTICIPATED SAVINGS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, WASTED EXPENDITURE OR BUSINESS INTERRUPTION, IN EACH CASE WHETHER DIRECT OR INDIRECT.

15.2SUBJECT TO CLAUSE 13.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THE ORDER FORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP DOES NOT APPLY TO LIABILITY ARISING FROM A PARTY'S FRAUD OR WILFUL MISCONDUCT.

15.3SUBJECT TO CLAUSE 13.4, ILLUMINI SHALL NOT BE LIABLE FOR ANY CLAIM ARISING FROM THE CLIENT'S EMPLOYMENT, HIRING OR STAFFING DECISIONS BASED ON OR INFORMED BY THE SERVICES OR OUTPUT, OR FROM THE CLIENT'S DECISION TO PURSUE, OR NOT TO PURSUE, ANY FEE, CLAIM OR DISPUTE IDENTIFIED BY THE MISSED FEES MODULE, INCLUDING ANY LEGAL COSTS, ADVERSE COSTS OR UNRECOVERED FEES.

15.4The cap in clause 15.2 applies to all liability under or in connection with this Agreement, including liability under the indemnities in clause 14, except as set out in clauses 15.5 and 15.6.

15.5Illumini's aggregate liability for a breach of clause 9 (Data Protection and Data Usage), and under the indemnity in clause 14.1(a), shall not exceed three (3) times the total fees paid or payable under the Order Form in the twelve (12) month period preceding the event giving rise to the claim.

15.6The following are subject to a cap of three (3) times the total fees paid or payable under the Order Form in the twelve (12) month period preceding the event giving rise to the claim: (a) Illumini's indemnity for infringement by the Illumini Data under clause 14.3; and (b) the Client's indemnity for breach of data protection law under clause 14.2(a).

15.7No cap applies to (a) the matters in clause 13.4, (b) a party's fraud or wilful misconduct, (c) the Client's obligation to pay the fees, (d) Illumini's indemnity for infringement by the Platform software under clause 14.3, or (e) the Client's liability under clauses 14.2(b) and 14.2(c), or for breach of clause 7.1 (use restrictions) or clause 11.4 (no competing product, resale or systematic redistribution).

15.8The exclusions in clause 15.1 do not apply to the matters listed in clauses 15.7(b) to (e).

16.1Neither party shall be liable for any delay or failure to perform any obligation under this Agreement where such delay or failure results from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government restrictions, power outages, a cyberattack that could not have been prevented by reasonable security measures, or the failure of a third-party service other than a sub-contractor engaged by the party seeking to rely on this clause.

16.2The affected party will notify the other as soon as reasonably practicable and will use reasonable endeavours to mitigate the effect. If the event continues for more than thirty (30) days, either party may terminate this Agreement on written notice, and Illumini will refund any prepaid fees for Services not provided. This clause does not excuse the Client's obligation to pay fees for Services already received.

17.1Illumini may update this Agreement from time to time. The current version is always published at this page, together with the date on which it was last updated.

17.2Where a change is material, Illumini will give the Client at least sixty (60) days' notice by email or through the Service before the change takes effect. A material change cannot reduce the Services, or increase the fees, agreed in a signed Order Form during its committed term: for a Client on an Annual Plan or other committed term, a material change takes effect only from the start of the next renewal term, and the Client may give notice of non-renewal instead. For all other Clients, continued use of the Services after the change takes effect constitutes acceptance of the updated Agreement, and a Client who does not accept a material change may terminate in accordance with clause 4.6.

18.1This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

18.2Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

18.3Before commencing proceedings, the parties will escalate the dispute to a senior representative of each party and attempt in good faith to resolve it within thirty (30) days. This clause does not prevent either party from seeking injunctive relief at any time.

19.1No variation to a signed Order Form shall be effective unless it is in writing and signed by both parties. This Agreement itself may be updated in accordance with clause 17.

19.2Neither party may assign, transfer or sub-license any of its rights or obligations under this Agreement without the other party's prior written consent, such consent not to be unreasonably withheld, save that either party may assign this Agreement without consent to an affiliate, or in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement. Illumini may subcontract the performance of the Services but remains responsible for that performance.

20.1Any notice given under this Agreement shall be in writing and shall be delivered by email (with receipt confirmation), by hand, or by pre-paid first-class post to the addresses specified in the Order Form or to the account email address held by Illumini.

20.2Notices will be deemed received (i) when delivered by hand, (ii) three business days after posting, or (iii) for email, at the time of transmission if sent on a business day before 5pm, and otherwise on the next business day, provided no delivery-failure message is received. Notices of breach, termination or non-renewal must also be sent to info@illumini-technology.io.

21.1If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect.

21.2No agency, partnership, joint venture or employment relationship is created by this Agreement.

21.3This Agreement, together with any Order Form, constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence and agreements relating to its subject matter. Each party acknowledges that it has not relied on any representation or warranty except as expressly set out in this Agreement.

21.4A person who is not a party to this Agreement has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

21.5Illumini may identify the Client as a customer of Illumini, and use the Client's name and logo for that purpose, on its website and in its marketing materials and investor presentations, unless the Order Form says otherwise. The Client may withdraw this permission at any time by written notice to Illumini, and Illumini will cease such use within a reasonable period of receiving that notice.

21.6Illumini may refuse to register an account, or may cancel account credentials, where it reasonably considers the registration to be fraudulent, abusive, or in breach of this Agreement.

21.7The person accepting this Agreement confirms that they are authorised to bind the Client, and that the Client is entering into this Agreement for purposes relating to its trade, business or profession and not as a consumer.

21.8Each party will comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and with the Modern Slavery Act 2015, and will maintain policies and procedures reasonably appropriate to its size and business to ensure compliance.

21.9Each party will comply with all applicable sanctions and export control laws, and neither party will make the Services available to any person or entity subject to such sanctions.

21.10Illumini maintains, with reputable insurers, professional indemnity and cyber liability insurance appropriate to the nature and scale of the Services, and will provide evidence of cover on reasonable written request.

21.11No failure or delay by either party in exercising a right under this Agreement operates as a waiver of it, and no single or partial exercise prevents any further exercise. A waiver is effective only if given in writing.

21.12This Agreement may be entered into in counterparts, each of which is an original and which together form one agreement. Headings are for convenience only and do not affect interpretation. Words following "including", "for example" or similar expressions are illustrative and do not limit what precedes them.

21.13Neither party may issue any press release or public statement referring to the other party in connection with this Agreement without the other party's prior written consent, save as permitted by clause 21.5. The Schedules below form part of this Agreement. Only those Schedules corresponding to the Modules identified in the Client's Order Form apply to the Client.

S1.1The Vacancies Module identifies live job vacancies relevant to the Client's stated search criteria, ranks them, and presents them through the Platform.

S1.2Illumini shall provide daily updates of relevant vacancies, in line with the volume set out in the Order Form. The Order Form states the number of daily searches and the number of companies tracked included in the Client's plan.

S1.3The Module may include associated company information and, where stated in the Order Form, functionality that retrieves contact information for hiring managers associated with a vacancy.

S1.4Vacancy data is sourced and aggregated by Illumini from public and third-party sources. Illumini acts as controller in respect of that data, as set out in clause 9.3.

S2.1The Missed Fees Module reviews placement, introduction and hire records supplied by or on behalf of the Client in order to identify hires that may have arisen from a prior introduction and for which a fee may be recoverable.

S2.2The Output of this Module is indicative only. It identifies records that warrant review. It is not a determination that a fee is owed, and it does not constitute legal, financial or commercial advice. The Client is solely responsible for deciding whether to pursue any matter identified and for any communication with a third party arising from it.

S2.3Records supplied by the Client under this Module are Client Data. Where those records contain personal data, Illumini acts as processor as set out in clause 9.2.

S3.1The Candidate Enrichment Module supplements candidate records supplied by or on behalf of the Client with additional information obtained from public and third-party sources, and returns the enriched records to the Client.

S3.2As controller of the candidate records it supplies, the Client determines the purposes of the enrichment and is responsible for its own compliance obligations in respect of those records. Illumini will provide reasonable assistance under clause 9.14.

S3.3Illumini acts as processor in respect of candidate records supplied by the Client, as set out in clause 9.2.

S3.4Enriched information is obtained from third-party sources and is provided on an "as is" basis. Illumini does not warrant that enriched information is accurate, complete or current, and clause 12 applies to it. If you have any questions about these Terms, contact us at info@illumini-technology.io.