Calyptus Terms of Service
By logging into your Calyptus account you agree to be bound by our Terms of Service. If you have previously entered into a signed agreement with us, the terms of that agreement will take precedence over these terms to the extent of any inconsistency.
Calyptus Limited,
71-75 Shelton Street,
Covent Garden, London,
United Kingdom, WC2H 9JQ
This Services Agreement ("Agreement") is entered into between Calyptus Limited with offices at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ ("Calyptus" or “Company”) and the customer agreeing to these terms ("Customer") as of the Effective Date. This Agreement sets forth the terms and conditions under which Customer may use the Services. By accepting this agreement, including by executing an order form that references this agreement or clicking “I Agree,” “Continue,” or a similarly named button to create your account, Customer agrees to be bound by the terms of this Agreement which contains, among other things, warranty disclaimers, liability limitations and use limitations.
Please read these Terms carefully before accessing or using the Platform.
1. Services & Fees
1.1 Subject to the terms of this Agreement, Calyptus will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit A. As part of the registration process, Customer will identify an administrative username and password for Customer’s Calyptus account.
1.2 Subject to the terms hereof, Calyptus will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit B.
2. Account Registration and Use
2. 1 Eligibility: You must be at least 18 years old.
2.2 Account Security: You are responsible for maintaining the confidentiality of your login credentials and ensuring that all activities under your account comply with this Agreement.
2.3 Permitted Use: You agree to use the Platform solely for lawful purposes related to talent acquisition and development. Unauthorised use, including scraping data, is prohibited.
2.4 Customer will not, directly or indirectly: 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 software, documentation, or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Calyptus or authorised within the Services); or remove any proprietary notices or labels.
2.5 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Calyptus’ standard published policies then in effect (the "Policy") and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Calyptus against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Calyptus has no obligation to monitor Customer’s use of the Services, Calyptus may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
3. Order Form and Fees
3.1 Order Form: Employers may select subscription options via an Order Form within the Platform, where they will also provide payment details.
3.2 Fees: Fees for the selected subscription are as specified in the Order Form. All fees are non-refundable unless explicitly stated otherwise.
3.3 Payment: Payments are made via the payment method specified in the Order Form. Failure to pay may result in suspension or termination of access to the Platform.
3.4. Customer will pay Calyptus the applicable fees described in the Order Form for the Services and any additional fees incurred in accordance with the terms therein (the "Fees"). Calyptus may change its prices from time to time. If we increase our subscription prices, we will give you at least 30 days’ notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.
3.5 Calyptus may invoice the Customer for Fees, with payment due within thirty (30) days from the invoice date.
3.6 Customer is obligated to tell Calyptus, within 7 days, any time a hire is made, where Calyptus was the introducer. The relevant fee, as shown on the Order Form will be charged.
4. Data Use and Privacy
4.1 Customer Data: You retain ownership of the data you input into the Platform. By providing data, you grant Calyptus a license to use it for providing and improving the Platform.
4.2 Calyptus Data: Data generated through the Platform (e.g., analytics, aggregated metrics) belongs to Calyptus.
4.3 Privacy: Personal data is processed per the Calyptus Privacy Policy, accessible at https://calyptus.co/privacy-policy.
5. Intellectual Property
5.1 Platform Ownership: All rights, title, and interest in the Platform, including software and data, are owned by Calyptus or its licensors.
5.2 Customer Feedback: By providing feedback, you grant Calyptus an irrevocable license to use it without restriction or obligation.
6. Confidentiality
6.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Calyptus includes non-public information regarding features, functionality, and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Calyptus to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
6.2 Customer shall own all right, title, and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Calyptus shall own and retain all right, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with implementation or support, and (c) all intellectual property rights related to any of the foregoing.
6.3 Notwithstanding anything to the contrary, Calyptus shall have the right to collect and analyse data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies. Calyptus will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Calyptus offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
7. Warranties and Disclaimers
7.1 Platform Availability: Calyptus will use reasonable efforts to maintain Platform availability. However, it is provided "as is" without warranties of any kind.
7.2 No Guarantee of Suitability: Calyptus does not guarantee the suitability or performance of any professional accessed through the Platform.
8. Customer Reference
8.1 You agree that Calyptus may use your name, logo, and a description of your use of the Platform for promotional and marketing purposes such as press releases, advertisements, brochures, and other materials. Upon termination, you may request in writing that Calyptus ceases such use, and Calyptus will comply within a reasonable time.
9. Limitation of Liability
9.1 Calyptus' liability under this Agreement is limited to the fees paid in the preceding 12 months or £25,000, whichever is lower.
9.2 Calyptus is not liable for indirect, consequential, or punitive damages
10. Term and Termination
10.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
10.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided.
10.3 Upon termination, your access to the Platform will cease. Any accrued rights or obligations remain in effect.
11. Governing Law
11.1 This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any disputes arising under this Agreement.
12. Changes to Terms
12.1 Calyptus reserves the right to modify these Terms at any time. Changes will be communicated via the Platform or email, and your continued use constitutes acceptance.
If you do not agree to these Terms, do not use the Platform.
Exhibit A: Service Level Terms
The Services shall be available 99% of the time, excluding holidays, weekends and scheduled maintenance. For downtime exceeding 12 hours, Calyptus will credit 5% of monthly fees for every 1 hour of downtime, up to a maximum of one week’s fees per month. Notifications must be submitted within 24 hours to qualify for credits.
Exhibit B: Support Terms
Support is available via email during business hours (9:00 AM - 6:00 PM GMT, excluding public holidays). Calyptus will use commercially reasonable efforts to respond to support requests within five (5) business days.