Terms & Conditions

These Terms & Conditions (the “Terms”) are a legal agreement between you (an individual or an entity, “Customer”, “you” or “your”) and Vente AI Ltd (“Vente AI”, “we”, “us” or “our”), a company registered in the United Kingdom (Vente AI Ltd, Antler, 32–38 Leman Street, London E1 8EW, VAT No. 465411987). By accessing or using Vente AI’s services (the “Services”), you agree to be bound by these Terms.

You can contact us at: info@vente.ai.

1. Definitions

In these Terms:

• “Lead Credit” means the unit of consumption used to obtain one lead, lead record, or other items as described in the relevant quotation, order form or contract. Lead Credits may be used only as set out in your contract or in any applicable plan or price schedule.
• “Unlimited User Licences” means the Customer is entitled to create and use an unlimited number of user accounts for the Customer’s organisation for the internal business purposes set out in these Terms and subject to acceptable use and account management rules.
• “Contract” means a signed master services agreement, order form, online acceptance, or other agreement between Vente AI and the Customer that references these Terms.

Other capitalised terms used in these Terms have the meanings given in context.

2. Our Services

2.1 Description

Vente AI provides a recruiter-focused business development platform and associated products and services designed to help recruiting organisations discover, prioritise, and engage prospective clients and hiring managers (the “Services”). The Services may include, without limitation, lead discovery and prioritisation, candidate / hiring-manager / company data and enrichment, notifications and tracking, integrations with third-party systems (such as CRMs), APIs, analytics, administration and user management, and any other functionality described in an applicable Contract, Order Form or price schedule.

2.2 Scope of Use

The Services are provided solely for the Customer’s internal business purposes in accordance with these Terms and any applicable Contract. Unless explicitly permitted in a Contract, the Services and Content must not be used to create a competing product or service, or for resale.

2.3 Accuracy & Advice

The Services use proprietary models, data sources and automated processes to produce leads, signals and insights. The Services are intended to inform and support the Customer’s business decisions — they do not replace the Customer’s own due diligence. Vente AI does not guarantee that any lead, result, or recommendation will result in successful business outcomes.

2.4 Compliance & Limitations

The Services are not tailored to comply with industry-specific legal or regulatory regimes (for example HIPAA, GLBA, FISMA); Customers with obligations under such laws must not use the Services in a manner that would cause Vente AI or the Customer to be in breach of those obligations unless otherwise agreed in writing. Customers are responsible for ensuring their use of the Services complies with all applicable laws and regulations.

2.5 Changes to Services

Vente AI may modify, upgrade, or discontinue functionality of the Services in accordance with Section 13 (Services Management, Modifications & Interruptions). Vente AI will endeavour to provide advance notice of material changes where practicable and as set out in any Contract.

3. Intellectual Property Rights

Our Intellectual Property

Vente AI and its licensors own or control all right, title and interest in and to the Services, including all software, systems, models, algorithms, tools, data schemas, databases, designs, user interfaces, source code, object code, documentation, trademarks, logos, trade secrets, and all other intellectual property and proprietary rights in and to the Services and the Content (collectively, the “Vente AI IP”).

Licence to Use the Services

Subject to the Customer’s compliance with these Terms and the Contract, Vente AI grants the Customer, during the Term, a limited, non-exclusive, non-transferable, revocable licence to access and use the Services and the Content solely for the Customer’s internal business purposes and in accordance with these Terms and the Contract. Except to the extent expressly granted herein or in a Contract, no rights, title or interest in any Vente AI IP are transferred or granted.

Restrictions

The Customer shall not, and shall not permit any third party to:

• Copy, modify, translate, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or trade secrets from the Services (except to the extent such restriction is prohibited by law)
• Create derivative works based upon the Services except as expressly permitted by Vente AI
• Remove, obscure or alter any proprietary notices or legends on the Services or Content
• Use the Services to build a competing product or service
• Circumvent controls or restrictions on the Services

Third-Party Components

The Services may include or make use of third-party software, data or services that are subject to separate terms. Use of such third-party components is governed by the applicable third-party licence or terms and may impose additional restrictions.

Reservation of Rights

All rights not expressly granted to the Customer are reserved by Vente AI and its licensors. Any unauthorised use of the Vente AI IP will constitute a material breach of these Terms and may result in termination and legal action.

4. User Representations & Registration

User Representations

By using the Services, you represent and warrant that:

• All registration information you submit is true, accurate, current and complete
• You will maintain and promptly update such information
• You have the legal capacity to agree to these Terms
• You are at least 18 years old
• You will use the Services only for lawful purposes and in accordance with these Terms
• You will not access the Services by automated or non-human means (such as bots or scripts), except to the extent permitted in a Contract or via a published API

Account Registration & Security

Customers may be required to register and create accounts to use the Services. The Customer is responsible for maintaining the confidentiality of account credentials (including all user passwords and authentication mechanisms) and is fully responsible for all activities that occur under its accounts. The Customer must notify Vente AI promptly of any unauthorised use of its account or any other breach of security.

Unlimited User Licences — Customer Responsibility

Where the Contract provides unlimited user licences, the Customer is responsible for administering all user accounts created for its organisation, including assigning appropriate roles and permissions, managing onboarding and offboarding, and ensuring that all users comply with these Terms. Unlimited user licences are for the Customer’s internal employees, contractors and agents only and do not permit resale, sublicensing, or use by third parties for their own commercial benefit.

Consequences of False Information

If you provide any false, inaccurate, outdated or incomplete information, Vente AI may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

5. Purchases, Fees & Payment

Pricing Model — Lead Credit Billing

Vente AI charges for the Services on a per Lead Credit basis as set out in the applicable Contract, order form, or price schedule. Unless the Contract expressly provides otherwise, Lead Credits are the sole unit of consumption for the Services and fees are not charged by user seat or license count (unlimited user licences are included — see Section 6).

Prices for Lead Credits, packages, or other Services are set out in our price schedule, in an order form, quotation or Contract. Prices shown do not include VAT or other applicable taxes unless expressly stated.

Invoicing and Billing

Unless your Contract specifies pre-payment, we will invoice the Customer:

• Monthly in arrears for Lead Credits consumed in the preceding month, and any additional recurring or one-off fees incurred; or
• As otherwise set out in the Contract (for example, pre-paid credit packages)

Payment Terms

Payment is due within seven (7) days of invoice unless otherwise agreed in the Contract. We may, at our election, require payment by direct debit, credit card, or other payment method.

Late Payment

If you fail to pay any undisputed invoice by its due date, we may:

• Charge interest at the lesser of 3% p.a. above the Bank of England base rate from time to time or the maximum permitted by law
• Suspend access to the Services
• Terminate the Contract for material breach, in addition to other remedies available at law

Fee Changes

We may change our fees for future Contracts or renewals. We will not increase Lead Credit unit prices or materially change the commercial model applicable to a Customer during the Customer’s then-current 12-month Contract term, unless the Contract expressly allows otherwise.

6. Lead Credits, Unlimited User Licences & Licence Terms

Lead Credits

• Definition & Use. A Lead Credit entitles the Customer to retrieve / receive a single lead or as described in the Contract. Lead Credits are consumed when a lead is produced in the system or delivered to the Customer in accordance with the functional description in the Contract.
• Purchase Options. Lead Credits may be purchased either (a) pre-paid as credit packages or (b) consumed and invoiced monthly in arrears, depending on the Contract.
• Non-Refundable. Except as otherwise required by law or expressly agreed in writing in the Contract, all purchases of Lead Credits are non-refundable.
• Expiry. Unless the Contract provides otherwise, unused pre-paid Lead Credits expire 12 months after purchase and will not be refunded or carried forward beyond the Contract term.

Unlimited User Licences

• Inclusion. Each Customer Contract for the Services includes unlimited user licences for the Customer’s employees, contractors, or agents for the Customer’s internal business purposes as permitted by these Terms.
• Account Management. The Customer is responsible for managing its user accounts, ensuring that accounts are used in compliance with these Terms and for promptly disabling accounts that are no longer required.
• Acceptable Use. Unlimited user licences are subject to the Acceptable Use and Prohibited Activities provisions in these Terms. Vente AI may suspend or limit accounts that violate these Terms.

7. Contract Term, Renewal & No-Break Clause

Term

12-Month Minimum Term. All new Contracts for the Services are for a minimum period of twelve (12) months from the Contract start date (the “Initial Term”) unless another term is agreed in writing in the Contract.

No Break Clause / No Early Termination for Convenience. Unless a specific Contract expressly includes a break clause or an agreed early termination for convenience right, the Contract may not be terminated by the Customer for convenience during the Initial Term. The Customer’s right to terminate the Contract early is limited to those circumstances expressly provided in the Contract.

Renewal

Automatic Renewal. At the end of the Initial Term the Contract will automatically renew for successive 12-month periods (a “Renewal Term”) unless either party gives written notice of non-renewal to the other party at least 60 days prior to the end of the then-current Term, or unless the Contract provides otherwise.

Renewal Pricing. Renewal pricing will be as set in the Contract or as notified to the Customer at least 60 days prior to the start of the Renewal Term. Any price changes for renewals shall not affect the Customer’s obligations for the remainder of the then-current Term.

No Break Clause: Exceptions

The No Break Clause does not limit either party’s right to terminate for material breach, insolvency, or other lawful termination right set out in these Terms (see Section 8). Specific additional termination rights (including any break or exit clauses) must be expressly set out in the Contract.

8. Termination for Cause & Remedies

Termination for Material Breach

Either party may terminate the Contract if the other party materially breaches the Contract and fails to remedy such breach within 30 days after receipt of written notice specifying the breach.

Insolvency

Either party may terminate the Contract immediately if the other party becomes insolvent or is subject to bankruptcy, receivership, administration or equivalent proceedings.

Remedies for Early Termination by Customer in Breach

If the Customer purports to terminate the Contract in breach of the No Break Clause or otherwise terminates the Contract early without an express right to do so, the Customer will remain liable for:

• All unpaid fees and charges accrued to the date of termination
• Reasonable compensation for the loss of bargain for the remainder of the Initial Term (for example, an amount equal to the charges that would have been payable for the remainder of the Initial Term if the Customer had continued to receive the Services), subject to any mitigation obligations and applicable law

Suspension

Without limiting other rights, Vente AI may suspend the Customer’s access to the Services without liability if the Customer fails to pay undisputed fees when due, or where the Customer or its users engage in activities that pose a security risk, violate these Terms or misuse the Services.

9. Refunds, Credits & Expiry

• No General Refunds. Unless required by law or expressly agreed in the Contract, all fees and Lead Credit purchases are non-refundable.
• Unused Credits at Termination or Expiry. Pre-paid Lead Credits that remain unused at the end of the Initial Term or Renewal Term will expire unless the Contract provides otherwise. Where a Contract is terminated for material breach by Vente AI, we will provide a pro-rata credit for unused pre-paid Lead Credits attributable to the remaining non-terminated period.
• Disputed Charges. If the Customer disputes an invoice in good faith, the parties will promptly confer in a good-faith effort to resolve the dispute. Disputes do not excuse obligations to pay undisputed amounts.

10. Prohibited Activities

General Prohibition

You agree not to use the Services for any purpose that is unlawful or prohibited by these Terms. The following list sets out examples of prohibited activities; it is illustrative rather than exhaustive. Vente AI may suspend or terminate access for activities that violate this Section.

Prohibited Conduct

You shall not, and shall not permit others to, do any of the following using the Services:

• Systematic data extraction. Systematically retrieve, scrape, export, copy, reproduce, aggregate, compile, or create derivative databases, directories or datasets from the Services except as expressly permitted by an applicable Contract or API licence.
• Circumvent security. Circumvent, disable, or otherwise interfere with security-related features of the Services.
• Automated abuse. Use automated scripts, bots, spiders, crawlers, scrapers, robots, or other automated means to access, query, collect, or harvest data from the Services except to the extent expressly permitted by an API or other written agreement.
• Harassment & misuse. Use information obtained from the Services to harass, stalk, intimidate, threaten, or otherwise harm any person.
• Malicious code. Upload, transmit, or otherwise distribute viruses, worms, trojans, malware, spyware, or other code designed to damage, interfere with or intercept any system, data, or personal information.
• Impersonation & fraud. Impersonate any person or entity or misrepresent your affiliation with any person or entity; use the Services to trick, defraud or mislead Vente AI or third parties.
• Reverse engineering. Decompile, decipher, disassemble, reverse engineer or otherwise attempt to derive the source code of the Services except to the extent permitted by law.
• Competitive use. Use the Services as part of any effort to compete with Vente AI or otherwise use the Services or Content for any revenue-generating enterprise that would compete with Vente AI, except where an explicit written agreement permits such use.
• Resale or sublicensing. Sell, resell, licence, sublicense, transfer or otherwise exploit the Services or Content to third parties, unless agreed in a Contract.
• Privacy violations. Use the Services in a manner that violates applicable privacy laws or the privacy rights of third parties.

Enforcement

Vente AI will investigate alleged violations of this Section and may take any action it deems appropriate, including limiting, suspending or terminating access to the Services, removing content, and referring matters to law enforcement.

11. User Generated Contributions & Licence

The Services may invite you to create, submit, post, display, transmit, publish, distribute or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, messages, ratings, reviews, ideas, or other material (collectively, “Contributions”).

Licence to Vente AI

By posting, uploading or submitting Contributions to or through the Services, you hereby grant to Vente AI an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully paid, worldwide licence and right to host, use, copy, reproduce, modify, adapt, translate, publicly perform, publicly display, publish, distribute, sell, sublicense, archive, cache, excerpt (in whole or in part), and otherwise exploit such Contributions and derivative works for any purpose, including commercial and advertising purposes, in any media now known or hereafter developed.

Moral rights & waiver

To the extent permitted by law, you hereby waive any and all moral rights, publicity rights and similar rights in your Contributions and agree not to assert any such rights against Vente AI or its licensees.

Responsibility and indemnity

You are solely responsible for your Contributions and for any claim, loss, liability, damage, expense (including reasonable legal fees) arising out of or related to your Contributions, or your breach of the warranties above. You agree to indemnify, defend and hold Vente AI and its officers, directors, employees and agents harmless from any third-party claim arising from your Contributions.

12. Third-Party Content

The Services may contain links to third-party websites, resources, services, advertisements, content, or other materials not owned or controlled by Vente AI (“Third-Party Content”). Vente AI does not endorse, warrant or guarantee any Third-Party Content and is not responsible for the availability, accuracy, completeness, or content of those external sites or resources.

Your interactions with third parties found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such interactions, are solely between you and such third parties. Vente AI is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

13. Services Management, Modifications & Interruptions

Modifications to the Services

Vente AI may change, modify, enhance, add to, or remove functionality from the Services at any time and for any reason at our sole discretion. We will use commercially reasonable efforts to provide advance notice of material changes to the Services that reasonably and foreseeably impair the Customer’s use of the Services.

Scheduled maintenance and notice

We will use commercially reasonable efforts to provide advance notice of scheduled maintenance that is reasonably expected to materially impact the availability of the Services. Where practicable, and except in emergencies, we will provide at least 48 hours’ advance notice for scheduled maintenance.

Outages, interruptions and service changes

We cannot guarantee that the Services will be available without interruption. The Services may be inaccessible or inoperable for periods of time for maintenance, upgrades, or other reasons including causes beyond our control. Vente AI will endeavour to restore the Services as soon as reasonably practicable.

Suspension

Without limiting any other right or remedy, Vente AI may suspend or restrict access to the Services immediately and without liability if (a) we reasonably believe your use of the Services creates a security risk or harms other customers, (b) you breach these Terms, (c) we are required to do so by law, or (d) you fail to pay undisputed fees due under the Contract.

14. Privacy Policy

Use of the Services is subject to our Privacy Policy. By using the Services you consent to the collection, transfer, use and storage of your information in accordance with our Privacy Policy, including data transfer to Ireland and/or other jurisdictions where our processors operate.

15. Dispute Resolution & Governing Law

Governing Law

These Terms and any Contract are governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. To the extent you are a consumer, you retain any mandatory protections afforded by the laws of your country of habitual residence.

Informal Resolution

If a dispute arises out of or relates to these Terms or the Services, the parties shall first attempt in good faith to resolve the dispute by escalation to senior business representatives for not less than 30 days before commencing formal proceedings (except where urgent relief is required).

Binding Arbitration

Except for the exclusions below, any dispute, controversy or claim arising out of or relating to these Terms, the Contract, or the Services shall be finally settled by binding arbitration administered by the European Court of Arbitration in accordance with its Arbitration and Internal Rules then in force. The seat of arbitration shall be London, United Kingdom. There shall be one arbitrator. The language of the arbitration shall be English. The arbitrator’s award shall be final and binding.

Exceptions to Arbitration

The arbitration requirement shall not apply to: (a) any claim seeking injunctive or equitable relief for actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights; (b) claims for enforcement of a party’s confidentiality obligations; or (c) disputes that are, by law, incapable of being arbitrated.

Class Actions & Joinder

To the fullest extent permitted by law, disputes subject to arbitration shall be arbitrated only on an individual basis; class arbitration and consolidation with other proceedings are not permitted.

16. Limitations of Liability, Disclaimers & Indemnity

Warranty Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND VENTE AI AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. VENTE AI DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY RESULTS OR LEADS PRODUCED WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOME.

Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR REPLACEMENT COSTS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE CONTRACT, OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap on Liability

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, A PARTY’S LIABILITY TO THE OTHER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO VENTE AI UNDER THE APPLICABLE CONTRACT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE THOUSAND POUNDS STERLING (GBP £1,000).

Customer Indemnity

The Customer shall defend, indemnify and hold harmless Vente AI from and against any and all losses, liabilities, damages, costs and expenses arising out of or relating to:

• Customer’s or its users’ use of the Services in breach of these Terms
• Customer’s Contributions or any claim that such Contributions infringe or misappropriate a third party’s intellectual property or other rights or violate applicable law
• Customer’s violation of any applicable law, rule or regulation in connection with its use of the Services
• Any resale, redistribution or sublicensing of the Services or Content in violation of the Contract

Vente AI Indemnity (IP)

Vente AI shall defend the Customer against any claim alleging that the Services, as delivered by Vente AI and used in accordance with these Terms and the Contract, infringe a third party’s issued intellectual property rights in the country in which the Customer is located and shall indemnify the Customer against amounts finally awarded by a court of competent jurisdiction as damages.

17. Miscellaneous

Entire Agreement

These Terms, together with any Contract, Order Form, price schedule, any Data Processing Addendum (DPA) incorporated by reference, and any other documents expressly incorporated herein by reference, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning their subject matter.

Amendments

Vente AI may modify these Terms as set out in the Terms. Material changes affecting the economic terms of the Contract shall not apply to a Customer during its then-current Contract term, except as expressly permitted in the Contract. Any changes to pricing, billing model or the Customer’s contractual commitments must be set out in a written amendment signed by both parties.

Assignment

Neither party may assign or transfer any of its rights or obligations under these Terms or any Contract, whether by operation of law or otherwise, without the other party’s prior written consent, except that Vente AI may assign these Terms or any Contract, in whole or in part, to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets without Customer’s consent.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay is caused by events beyond its reasonable control, including natural disasters, acts of government, acts of terrorism, labour disputes, failure of third-party providers, or Internet outages.

Severability

If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision shall be limited or removed to the minimum extent necessary so that the remaining provisions of these Terms will continue in full force and effect.

No Waiver

No failure or course of dealing by either party to exercise any right under these Terms shall constitute a waiver of that right. A waiver is only effective if given in writing and signed by the waiving party.

Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

Data Processing & Security

Use and processing of personal data under these Terms is governed by the applicable Privacy Policy and, where applicable, by the Data Processing Addendum (DPA) incorporated by reference in the Contract.

Survival

Any provision that by its nature should survive termination or expiration of the Contract shall survive, including but not limited to Sections 3 (Intellectual Property), 9 (Refunds/Credits), 11 (User Contributions), 16 (Limitations of Liability, Disclaimers & Indemnity) and Section 17.

18. Contact Us

For questions or notices under these Terms, contact:

These Terms apply to Contracts entered into on or after the “Last updated” date above and supersede prior published Terms & Conditions to the extent inconsistent.