Terms & Conditions

Effective date: 02/02/2026

1. Introduction

1.1. These general terms and conditions (the “General Terms”) apply to any use of the website spott.io (the “Website”) and to the services provided through Spott’s cloud-based software platform for managing recruitment processes, candidates, client contacts and related workflows, including any AI Features made available as part thereof (the “Platform”). The Website and the Platform are published and operated by Spott BV.

1.2. These General Terms, together with any Order Form or Statement of Work (if applicable), the Service Level Agreement, and the Data Processing Agreement, form the entire contractual framework between Spott BV and its affiliates (“Spott”). By accessing or using the Website or the Platform, the Client confirms that it understands and agrees to be bound by the Agreement.”), and the person or entity identified in an Order Form or Statement of Work, or, if none exists, the person or entity that creates an account on the Platform or otherwise uses the Platform or the Website (the “ AgreementClient”). This contractual framework constitutes the binding agreement between Spott and the Client (the “

1.3. Any terms or conditions of the Client, whether printed on purchase orders, included in correspondence, or made available in any other manner, do not apply and are expressly excluded, unless Spott has accepted them in a written agreement signed by both parties.

1.4. These General Terms and Conditions and the Data Processing Agreement apply equally to any proof of concept, pilot, or trial access to the Platform, except that Spott may terminate such access at any time and without notice. Parties agree that these General Terms, including data protection and confidentiality, will be in full force and effect to such use, but that any special (deviating) terms which are set forth between Parties will take precedence (e.g. specific use and access rights, deviating fee arrangement).

The Client acknowledges and agrees that different commercial terms, such as the duration, termination rights, and pricing, may apply to proof of concept, pilot, or free trial access, as specified in writing by Spott at the time of granting such access. In case of any conflict between these General Terms and the specific commercial terms for a proof of concept, pilot, or free trial, the latter shall prevail.

2. Definitions

2.1. In these General Terms, the following terms written with a capital letter, either in singular or plural, shall have the meanings as set out below:

(a) AI Feature: any feature or functionality made available as part of the Platform that involves or interacts with an AI System, and that enables the generation, classification, extraction, translation, prediction, or transformation of content, signals, or data.
(b) AI System: a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.
(c) Data Processing Agreement: the agreement between Spott and the Client regarding the processing of personal data, as available at www.spott.io/dpa
(d) End User: an individual authorized by the Client to access and use the Platform under the Client’s responsibility.
(e) Force Majeure: circumstances or events beyond the reasonable control of Spott, preventing the performance of obligations under the Agreement. Such circumstances include, but are not limited to : (a) lightning strikes, floods, storms, explosions, fires, or natural disasters; (b) acts of war, terrorism, riots, civil commotion, sabotage, revolution, strikes, or labor disturbances; (c) pandemics or epidemics; and (d) network delays or intrusions, cyberattacks, unavailability of essential resources, or failures of computers, internet, or telecommunications systems.
(f) Intellectual Property Rights: any rights in intellectual and industrial property, whether existing now or created in the future, in any country or jurisdiction in the world. Such rights include rights whether registered or unregistered, together with all registrations, applications, and rights to apply for registration, all extensions, reversions, revivals, and renewals of such rights, and the right to obtain or enforce them. Intellectual Property Rights include, but are not limited to: (a) copyrights, including on software programs and algorithms; (b) databases, including sui generis database rights; (c) trademarks and trade names; (d) patents; (e) rights to know-how; and (f) all other forms of intellectual property.
(g) Order Form: an ordering document or online sign-up flow issued or made available by Spott and accepted by the Client, specifying the subscription plan, the number of End Users, the fees, the subscription term, and any other commercial terms for the Platform.
(h) Output: Any content, result, recommendation, prediction, extraction, response, or other output generated by or through an AI Feature, regardless of format or whether it is further processed, edited, stored, or used by the Client.
(i) Production Environment: the live production instance of the Platform intended for operational use by End Users, maintained and supported in accordance with the Agreement and the Service Level Agreement.
(j) Professional Services: any services not forming part of the primary Platform services, including onboarding and training, implementation and configuration work, data migration or assisted data export, custom development, work arising from Client-requested changes, and the creation of specific deliverables such as custom reports or branded materials.
(k) Statement of Work or SOW: an agreement for the provision of Professional Services.
(l) Services: any services provided by Spott under the Agreement, including the primary Platform services and any Professional Services.
(m) Service Level Agreement: the service level agreement between Spott and the Client governing the availability, performance, and support of the Platform, set forth as Schedule 1.
(n) Data Validation Environment: a non-production instance of the Platform which can be made available by Spott for, among others, validating the results of the Migration, with limited functionality.

3. Object of the Agreement

3.1. The Agreement sets out the terms under which Spott provides the Client with access to and use of the Platform. Client acknowledges that Spott has provided the Client with all relevant information regarding the Platform, including interoperability, security and access controls, the cloud environment, and the technical or functional requirements for End Users.

3.2. The Client represents that it is not acting as a consumer and is using the Services for professional purposes.

4. Access and Use

4.1. Subject to payment of the fees and the terms set out in the Agreement, the Client receives a personal, restricted, non-exclusive, non-transferable, non-assignable, non-sublicensable right to access and use the Platform (and have it used by its End Users), during the term of the Agreement, solely for the Client’s internal business purposes and up to an agreed number of End Users.

4.2. Each End User account is personal to one (1) individual, and account sharing is prohibited. Spott may limit the number of concurrent sessions or devices per End User account. The Client may increase its number of End Users at any time, in which case the applicable fees will be charged on a pro rata basis while the annual renewal date remains unchanged. Reductions in the number of End Users take effect only at the next renewal date.

4.3. No rights are granted to any underlying model, component, AI System, or architecture used to generate Output, except the limited right to use the AI Feature through the Platform as part of the Services.

4.4. Spott may apply reasonable technical and usage limits to the Platform (including limits on storage, bandwidth, emails sent, and artificial intelligence usage). Where the Client materially exceeds fair use, Spott may: (a) request that the Client reduce its usage; (b) propose an adjustment of the applicable fees, or, failing agreement; (c) temporarily throttle or restrict the relevant functionality. Any such measures shall be proportionate and notified in advance where reasonably possible.

4.5. The Platform operates partly on a credit-based system. Clients may purchase credits directly within the Platform. The price per credit is displayed in the Platform prior to purchase and may be changed by Spott at any time. Credits are non - refundable and may only be used for services as described in the Platform. Credits purchased by the Client within the Platform are valid for a period of twelve (12) months from the date of purchase. Any credits that are not used within this twelve (12) month period will automatically expire and be forfeited, without any right to refund or compensation.

4.6. Spott may also grant credits on a promotional basis (including under the Client Referral Program) (“Promotional Credits”). Promotional Credits have no cash value, are not transferable, are not redeemable for money and are non - refundable. Spott may impose additional conditions on Promotional Credits (including expiry dates, usage restrictions and caps) as communicated in the applicable program terms.

4.7. The Platform may allow the Client to enable integrations with third -party services (such as payment providers or communication tools). The Client is solely responsible for selecting, enabling, and configuring such integrations and for

any data exchanged with them. Spott does not control and is not responsible for the availability, security, or performance of third-party services, which are governed by the terms agreed between the Client and the relevant third party.

5. Use Restrictions

5.1. The Client shall comply with all applicable laws in its use of the Platform. The Client shall not (directly or indirectly) and shall procure that its End Users shall not:

(a) copy, adapt, alter, translate, modify or make derivative works based on the Platform and any other Intellectual Property Rights of Spott, without the express consent of Spott;
(b) exceed the subscribed quantities, users or other entitlement measures of the Platform as set forth in the applicable Order Form (which may include online user flows, including via third-party services such as Stripe);
(c) assign, sell, resell, sublicense, rent, lease, time-share, distribute, or otherwise transfer the rights granted to the Client under the Agreement to any third party;
(d) modify, decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or any underlying ideas, algorithms, structure or organization) of the Platform, except and only to the extent that such activity is expressly permitted by applicable law;
(e) use the Platform to generate unsolicited e-mail advertisements or spam;
(f) interfere with or disrupt the integrity or performance of the Platform;
(g) attempt to gain unauthorized access to the Platform or its related systems or networks, or perform unauthorized penetration testing on the Platform;
(h) use the Platform in a manner that infringes on the Intellectual Property Rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data;
(i) use any high volume automatic, electronic or manual process to access, search or harvest information from the Platform (including without limitation robots, spiders or scripts);
(j) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Platform;
(k) use any AI Feature to make decisions that produce legal or similarly significant effects without appropriate human oversight; or
(l) rely on any Output as factually accurate without independent verification.

5.2. Any use of the Platform outside the scope of the access and usage rights granted under the Agreement shall entitle Spott to suspend the rights granted hereunder and/or terminate the Agreement for material breach by the Client, notwithstanding any right of Spott to claim damages.

6. Data Migration and Acceptance of the Platform

6.1. Parties may agree, in consideration of an implementation fee payable by the Customer, that Spott performs data migration services (i.e.integration of data of Candidates, Client contacts, Companies, Jobs, Deals, Tasks, Notes and Placements), onboarding, configuration or other data transfer activities at the start of the Agreement (the “ Migration”).

Client is responsible for providing a full data export from their previous ATS/CRM system, using the standard export functionality provided by that system. After receiving the export, Parties will set forth next steps in the Migration. The Client must approve the proposed mapping before proceeding to the next step in the Migration process.

When Migration of data takes place to the Data Validation Environment, the Client shall review the Platform and has a reasonable review period capped at ten (10) calendar days to accept or reject it against the communicated specifications. The Client acknowledges that Data Validation Environment will only allow Client to validate the migration data, and will not have full production environment capabilities; with capabilities limited to search (autocomplete, filtering, sorting) and data viewing. During this phase, the Client may only search and view the data and is not permitted to use any other Platform functionalities. Any use in a production or operational environment is at Client’s risk and

counts as acceptance of the Migration. Any rejection must be notified within the review period and must clearly describe the deficiencies, after which Spott will have at least fourteen (14) calendar days to remedy them. Once remediation is delivered, the Client has ten (10) calendar days to re-review. In the event Client does not provide any rejection of remediation or makes any use in a Production Environment , the Migration is deemed successful. Any rejection is limited to the deficiencies identified in the original notice.

After Client’s (deemed) acceptance of the Migration in the Data Validation Environment, Spott will migrate all data to the Production Environment. No further changes can be made after this point to the Migration, and the Client is deemed to have accepted the data as migrated. The Client acknowledges and that any mistakes, errors, faults or deficiencies related to the data migrated to the Production Environment should have been identified before acceptance within the Data validation environment; with the exception of issues that relate solely to data not correctly migrated from the Data validation environment to the Production Environment by Spott.

6.2. At the Client’s request, Spott may provide assisted data export services through its migration team. Such assisted export constitutes the provision of Professional Services. One assisted data export per contract year is included at no additional cost for if the Client has an active yearly subscription at the time of the request. Additional data exports (with a maximum of one per month), or data exports for a Client with a monthly subscription, will have a cost of 750 USD (or the equivalent in local currency). Assisted data export is limited to one (1) standard export in commonly used formats.

6.3. Any additional migration work, processing, transformation, cleansing or migration requested by the Client shall constitute additional Professional Services can be refused by Spott and may be subject to additional fees.

7. Customer Referral Program

7.1. ‌Spott may offer a customer referral program (the “Referral Program”) from time to time. Participation is optional and subject to separate terms made available by Spott in Schedule 2, which are incorporated by reference into the Agreement for participating Clients. Spott may modify, suspend or terminate the Referral Program at any time in accordance with the amendment provisions of the Agreement for all clients or a specific client, and may withhold or reverse referral benefits in cases of fraud, abuse or breach of the Agreement.

8. Intellectual Property Rights

8.1. All Intellectual Property Rights in and to the Platform and any manuals, guides, help center, or similar materials provided by Spott to assist the Client in using the Platform or services, as well as any Intellectual Property Rights developed by Spott during the performance of Professional Services (together with all related know-how, methodologies, and tools) are and will remain the exclusive property of Spott or its licensors. Except for the limited rights expressly granted in the Agreement, no other rights are granted to the Client. To the extent the Client acquires any right, title, or interest in any Intellectual Property Rights relating to the Platform, the Client hereby assigns or will assign at the time of its creation, all of its right, title, and interest in such Intellectual Property Rights in the Platform. The Client shall undertake all steps necessary to secure such assignment to Spott.

8.2. The Client is solely responsible for ensuring that it has all necessary rights and authorizations to input any data, content, or prompt into the Platform and that such input does not infringe any third-party rights or violate applicable law.

8.3. Spott shall not claim any rights in or to the Output, except to the extent that the Output reproduces elements of Spott’s Intellectual Property Rights. The Client is solely responsible for the use of the Output, including for ensuring that such use complies with applicable law and does not infringe any third-party rights. The Client acknowledges that, due to the nature of AI-generated content, Spott does not represent or warrant that the Output will be capable of protection or enforcement under applicable law.

8.4. Spott retains the right in any event to use any suggestions, ideas, requests, feedback, recommendations or other know - how used or developed in the course of the Agreement, to the extent it does not include Client Data (as defined below).

8.5. The Client grants Spott the right to use its name and logo on the Website, in presentations, in customer lists, on social media, at trade fairs or other events aimed at presenting or promoting Spott’s products or services, and in any other media serving the same purpose. The Client may withdraw this consent at any time by written notice, in which case Spott will cease such use and remove the Client’s name and logo from publicly accessible materials within a reasonable period.

9. Client Data

9.1. All Intellectual Property Rights in any data, content, or materials provided by the Client to Spott in connection with the Platform (the “Client Data”) remain the exclusive property of the Client. The Client grants Spott a non-exclusive, worldwide, royalty-free license to use, host, reproduce, transmit, and process the Client Data solely to the extent necessary to provide the Platform and for the Client to fully use the Platform.

9.2. The Client is solely responsible for: (a) the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data; and (b) ensuring that it has obtained and maintains all necessary rights, licenses, and consents required to provide the Client Data to Spott and to grant the rights set out in the Agreement.

10. Data Protection and Security

10.1. The parties shall comply with all applicable data protection laws and with the Data Processing Agreement when processing personal data in connection with the Agreement. The Data Processing Agreement governs the processing of personal data carried out through the Platform. The Client will ensure that any processing of personal data via the Platform shall comply with applicable data processing legislation.

10.2. The Client shall:

(a) follow the technical and security requirements for accessing and using the Platform, including those described in these General Terms and the Data Processing Agreement;
(b) keep all usernames and passwords confidential. Any use of the Platform under valid credentials is deemed to be made by an authorized End User; and
(c) immediately notify Spott of any suspected or actual unauthorized access to credentials and take all reasonable measures to mitigate the incident.

10.3. Spott shall:

(a) never use Client Data, including anonymized or aggregated data, for training, fine -tuning, validation, or improvement of any AI models or algorithms, nor for any other product development or marketing purposes ; and
(b) only access or process Client Data as necessary to provide the Platform and contracted services and is never shared with third parties except as required for service delivery and always under strict confidentiality and data protection obligations.

10.4. For maintenance, security, or integrity reasons, Spott may temporarily suspend or modify the Service s. Spott will notify the Client in advance whenever reasonably possible. Such suspension does not give rise to any compensation.

10.5. Client Data is hosted in Microsoft Azure’s West-Europe region and is backed up once per day. Each backup is retained for a period of seven (7) days. Backups are encrypted and stored securely in accordance with industry best practices.

11. Confidentiality

11.1. Each party shall keep all information received from the other party that is confidential or should reasonably be understood to be confidential strictly confidential. The receiving party shall use such information solely for the purposes of performing the Agreement. Information is considered confidential in any event if a party designates it as confidential.

11.2. The confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) was already lawfully known to it without confidentiality obligations before disclosure; (b) was independently developed by the receiving party without using the confidential information; (c) becomes publicly available through no breach of the Agreement; and (d) is lawfully received from a third party without confidentiality obligations .

11.3. The receiving party may disclose confidential information to its employees, contractors, and advisors who need to know it for the performance of the Agreement, provided they are bound by confidentiality obligations no less strict than those set out in this article. The receiving party may disclose confidential information to the extent required by law or by a competent authority, provided it gives prior notice to the disclosing party where legally permitted.

12. Third-Party AI Providers

12.1. The Client acknowledges that an AI Feature may incorporate or rely on services, models or infrastructure provided by third-party providers. Where a third-party provider is used, Spott shall take reasonable steps to ensure that the relevant third-party provider is bound by contractual terms that:

(a) Strictly prohibit the use of Client Data for any training, fine tuning, validation or improvement of any model or algorithm;
(b) impose binding confidentiality and data security obligations that are no less protective than, and equivalent in scope and effect to, those set out in this Agreement; and
(c) require the permanent deletion or de-identification of Client Data upon termination of the underlying arrangement.

12.2. Spott shall remain responsible for the performance of any AI Feature made available to the Client under the Agreement, including where such AI Feature incorporates or relies on third-party components, except to the extent that any issue arises as a result of: (a) the Client’s breach of the Agreement; (b) use of the AI Feature in a manner not in accordance with the documentation provided by Spott; or (c) a failure by a third-party provider that is outside Spott’s reasonable control and not attributable to a failure by Spott to select, supervise or implement reasonable contractual safeguards in respect of such third-party provider. In any case, the Client acknowledges that Outputs may be generated in a probabilistic or non-deterministic manner and that the same input may not always produce the same result.

13. High-Risk AI Features

13.1. If the European Commission or the European AI Office publishes model contractual clauses or other standard terms for the deployment or use of AI Systems classified as high risk under Regulation (EU) 2024/1689, and an AI Feature made available under this Agreement qualifies as such a high-risk AI System, then those model clauses shall apply. If applying those model clauses would, in Spott’s reasonable opinion, materially prejudice Spott’s legal or commercial position, the parties shall discuss in good faith how to implement them. If the parties do not reach agreement, Spott may discontinue the relevant AI Feature by written notice without liability. Spott will comply with the requirements set forth under the EU AI Act as they enter into force.

14. Professional Services

14.1. In the event Spott provides Professional Services to the Client, parties will execute a separate SOW. Spott shall provide the Client with a detailed overview of the Professional Services to be provided, the timeline and acceptance criteria. All delivery dates and timelines are indicative, and Spott shall perform in good faith and use best efforts to perform the Professional Services in accordance with the SOW requirements and timeline. The Parties acknowledge that the performance of the Professional Services depends on the timely cooperation of the Client and the availability of information, access, and other inputs to be provided by the Client.

14.2. Professional Services shall be provided at a rate of USD 350 or the equivalent amount in local currency, unless expressly stated otherwise in a Statement of Work.

15. Fees and Payment

15.1. The applicable subscription fees for access to the Platform are either those: (a) published on the Website at the time of subscription or renewal; (b) shown on the Platform under the billing section; or (c) shown in the applicable Order Form if an Order Form is executed. Fees for Professional Services are set out in the relevant Statement of Work. Spott may revise any and all fees at any time, provided it gives the Client at least thirty (30) calendar days’ prior notice. If the Cl ient does not agree with the revised fees, it may terminate the Agreement by giving written notice before the effective date of the revised fees. Any such termination will take effect: (i) where the revised fees would become applicable during the first contract year, as from the end of that first contract year; and (ii) from the second contract year onwards, on the effective date of the revised fees. If the Client does not give notice of termination before the effective date of the revise d fees, the Client is deemed to have accepted the revised fees. Until termination takes effect, the unrevised fees continue to apply. Except as expressly stated in an Order Form or required by mandatory applicable law, all fees are non - refundable and non-cancellable once paid.

15.2. All fees are exclusive of VAT, other taxes or charges, and any costs or expenses incurred by Spott in providing the Services, unless expressly agreed otherwise in writing.

15.3. Platform subscription fees are billed in accordance with the applicable Order Form and/or the applicable in -Platform or on-website checkout flow (including via third-party payment providers such as Stripe). Where Spott issues invoices, invoices are payable within thirty (30) calendar days of the invoice date. Where payment is processed via a payment provider, the Client authorizes the payment provider to charge the applicable fees in accordance with the chosen plan and billing frequency. Any non-payment, late payment, or partial payment automatically, entitles Spott to charge a late payment interest of two percent (2%) per started month, without prior notice. All collection costs are borne by the Client.

16. Duration and Termination

16.1. Unless an Order Form provides otherwise, the Agreement enters into force on the date the Client’s subscription is activated by Spott (the “Effective Date”). Unless an Order Form sets forth a monthly renewable subscription, the Term (subscription) runs for one (1) year from the Effective Date and automatically renews for successive one (1) year periods. The Agreement can be terminated prior to the end of each Term via the Platform (including via Stripe).

16.2. If the Client signs an Order Form, the Client commits to pay the subscription fees for the initial subscription period stated in that Order Form. Any cancellation or termination by the Client before completion of the Migration (if applicable) and/or before the Order Start Date, or before the Platform is activated for production use, does not release the Client from its obligation to pay the subscription fees for that initial subscription period. Spott may invoice those fees upon signature of the Order Form or as otherwise set out in the Order Form.

16.3. Each SOW remains in effect for the duration specified in that SOW. If the applicable SOW does not provide for an early termination right or notice period, the SOW cannot be terminated early except as a result of termination of the Agreement, which shall automatically and simultaneously terminate all SOWs. This does not affect the Client’s obligation to pay all fees, costs, and charges accrued under any SOW up to the date of termination or arising from work already performed.

16.4. Either party may terminate the Agreement and/or any SOW or Order Form with immediate effect by notice to the other party if that other party:

(a) commits a material breach of the Agreement and fails to remedy that breach (if capable of remedy) within thirty (30) calendar days after receiving notice from the non-breaching party requiring it to do so. Any failure by the Client to make a payment when due under the Agreement shall constitute a material breach; or
(b) (i) becomes subject to insolvency, judicial reorganization, bankruptcy, or any equivalent procedure under applicable law, or is in a state of durable cessation of payments or of financial distress evidenced by an inability or unwillingness to meet its payment obligations under the Agreement as they fall due; (ii) is declared bankrupt, is dissolved, or is placed under the control of a curator, liquidator, provisional administrator, court-appointed representative, or other insolvency practitioner; or (iii) permanently ceases its business activities, including following a resolution to dissolve or a public announcement of the cessation of all or substantially all operations, other than in the context of a solvent restructuring, merger, acquisition, or other bon a fide corporate reorganization.

16.5. Upon termination or expiry of the Agreement for any reason, Spott shall make the Platform available for thirty (30) calendar days solely to allow the Client to retrieve its Client Data, or shall make the Client Data available to the Client within this term. No processing or other functionality will be available during this period. If the Client requests Spott’s assistance for data export, migration, or transfer upon termination or expiry of the Agreement, such assistance shall be provided as Professional Services in accordance with article 6.2. Spott has no obligation to provide assisted export services beyond the thirty (30) day retrieval period.

16.6. Termination or expiry of the Agreement for whatever reason does not affect: (a) the payability of any invoiced or accrued amounts; (b) rights and obligations accrued up to the date of termination or expiry; and (c) provisions of the Agreement that are expressly stated to survive, or that by their nature should reasonably survive termination or expiry, including articles 7,8,10,14,15,16,17,18,19, and 20 of these General Terms.

17. Disclaimer

17.1. The Platform and Services are provided “as is” and “as available.” Spott does not warrant that the Services will be uninterrupted, error-free, or free of harmful components, or that the results obtained from the Services will meet the Client’s requirements. To the maximum extent permitted by applicable law, all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise (including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or availability), are expressly disclaimed.

17.2. For each AI Feature that is made available as part of the Platform, Spott shall use reasonable efforts to ensure that such AI Feature functions in accordance with the applicable documentation and is free from material defects that would prevent its intended use. However, the Client acknowledges that Outputs may be generated in a probabilistic or non-deterministic manner and that the same input may not always produce the same result.

18. Liability

18.1. To the fullest extent permitted under applicable law, Spott shall not be liable to the Client for any indirect or consequential damages. This includes, but is not limited to, loss of anticipated savings, loss of profits, company growth standstill, loss of turnover, loss of goodwill, reputational harm, opportunity loss, loss or corruption of data or other information, the cost of procuring substitute goods or services, wasted management time, or departed employees.

18.2. Except in cases of willful misconduct or bodily injury, Spott’s aggregate liability for damages under the Agreement, regardless of the legal basis (including contract, statute, equity, tort, or negligence), shall not exceed the amounts paid by the Client to Spott in the six (6) months preceding the event giving rise to the claim.

18.3. The parties expressly exclude the application of article 6.3, §§1 and 2 of the Belgian Civil Code for the benefit of Spott. Accordingly, Spott, and its agents, subcontractors, directors, employees, principals, or other representatives, shall not incur any extracontractual liability towards the Client for any claims arising out of or in connection with the performance of the Agreement.

19. Indemnification

19.1. The Client acknowledges and accepts that: (a) Spott is not a party to any contract between the Client and any candidate or other third party and is not liable for any breach of legal or contractual duties by the Client; (b) Spott acts solely as an intermediary for information and data processed on the Platform, is not responsible for the content of such information or data, and does not monitor it for illegal activity.

19.2. The Client shall defend, indemnify, and hold Spott harmless from and against any and all claims, demands, losses, damages, fines, or costs (including reasonable legal fees) brought or asserted by any candidate or other third party arising out of or relating to: (a) the Client’s relationship, communications, or dealings with such candidate or third party;

(b) any breach by the Client of its representations, warranties, or obligations under the Agreement; (c) any Client Data, including its accuracy, legality, and use; and (d) the Client’s violation of applicable law in connection with its use of the Platform.

20. Force Majeure

Spott is not liable for any delay or failure to perform its obligations under the Agreement to the extent caused by a Force Majeure event. In case of a Force Majeure event, Spott shall provide notice to the Client as soon as reasonably possible and use its reasonable efforts to prevent, mitigate, and overcome the effects of the event. Each party bears its own costs, losses, and damages resulting from Force Majeure.

21. Miscellaneous

21.1. Relationship. Nothing in the Agreement shall be construed to create a joint venture, partnership, association, agency, or employment relationship between the parties. Each party acts in its own name and for its own account, and remains solely responsible for the direction, supervision, and compensation of its own personnel. Neither party shall represent itself as having, nor shall it hold itself out as having, any authority to act for or to bind the other party or its personnel, except where the Agreement explicitly provides otherwise.

21.2. Notices. All notices and other forms of communication required under the Agreement must be in writing and delivered or transmitted to the recipient either in person, by a reputable courier service, by registered mail (with acknowledgment of receipt) to Frederik Lintsstraat 57, 3000 Leuven, Belgium, and/or by email to info@spott.io.

21.3. Entire Agreement. The Agreement constitutes the entire understanding between the parties and supersedes all prior communications, understandings, promises, representations, warranties, and agreements, whether written or oral, relating to its subject matter.

21.4. Order of precedence. In the event of any conflict or inconsistency between the components of the Agreement, the following order of precedence applies: (a) any Statement of Work; (b) any Order Form (including an in-Platform or on-website flow with commercial terms); (c) the Data Processing Agreement; (d) these General Terms; and (e) the Service Level Agreement.

21.5. Amendment. Spott may amend the Agreement by giving the Client at least thirty (30) calendar days’ notice. If the Client does not agree to the amended terms and the amendment is not made for reasons of compliance with applicable law or when including new features and options, the Client may terminate the Agreement during the aforementioned term, with the termination taking effect at the end of this term.

21.6. Validity and severability. If any provision of the Agreement, or any part of it, is found to be invalid, illegal, or unenforceable, that provision or part will be interpreted in a way that keeps it valid and enforceable under applicable law. If it would still exceed what applicable law allows, the provision or part will apply only to the extent permitted. If it remains invalid, illegal, or unenforceable even after that adjustment, it will be limited or severed to the extent necessary, without affecting the rest of the Agreement or the unaffected portion of that provision. The parties shall replace any invalid provision with one that reflects its intent and purpose as closely as possible. The deciding court may make that substitution.

21.7. Subcontracting. Spott may subcontract the performance of any of its obligations under the Agreement. Spott shall remain fully liable for the acts and omissions of its subcontractors as if they were its own, subject always to the limitations and exclusions of liability set out in the Agreement.

21.8. Assignment. The Client may not assign or transfer any of its rights or obligations under the Agreement without the prior written consent of Spott. The Client hereby consents to Spott assigning or transferring its rights or obligations under the Agreement, without the need for further consent.

21.9. Waiver. A failure or delay by Spott to exercise any right or remedy under the Agreement does not operate as a waiver of that right or remedy. A single or partial exercise does not preclude any further exercise. Rights and remedies are cumulative and not exclusive, unless expressly stated otherwise. Any waiver must be in writing, ex cluding email, signed by an authorized representative of the waiving party, and must be specific. A waiver of any breach does not constitute a waiver of any other or subsequent breach.

21.10. Governing law and jurisdiction. The Agreement is governed by and shall be construed in accordance with the laws of Belgium, excluding its conflict of law rules. Any disputes arising from or related to the Agreement shall be subject to the exclusive jurisdiction of the courts of Antwerp, Belgium.

Schedule 1 – Service Level Agreement

1. Target Availability

1.1. Spott will use reasonable efforts to make the Platform available with an uptime of ninety -nine percent (99%) from 8:00 until 23:00 Central European Time (i.e.2:00 until 17:00 Eastern Time; 7:00 until 22:00 Greenwich Mean Time) (“Target Availability”).

1.2. Target Availability is measured as the percentage of total minutes in a calendar month during which the Platform is accessible, excluding unavailability of the Platform to the extent caused by (a) use of the Platform by the Client in a manner not authorized under the Agreement or any applicable documentation ; (b) general internet issues, Force Majeure events, or other factors outside Spott’s reasonable control; (c) the Client’s own equipment, software, network connections, or other infrastructure; (d) third-party systems, acts, or omissions (including third-party integrations selected by the Client); or (e) Scheduled Maintenance or reasonable emergency maintenance.

1.3. “Scheduled Maintenance” means planned maintenance windows during which Spott performs routine maintenance or upgrades on the Platform. Spott will notify the Client of Scheduled Maintenance at least twenty -four (24) hours in advance. Scheduled Maintenance will not exceed eight (8) hours per calendar month and is typically performed outside the Target Availability window and, where reasonably possible, during weekends. Scheduled Maintenance is excluded from the Target Availability calculation.

1.4. Spott shall make uptime reporting available via https://status.spott.io/.

2. Response Time and Resolution Time

2.1. Spott will use commercially reasonable efforts to respond to support requests and to resolve any issues reported by the Client in connection with the Platform or Services. Response and resolution times may vary depending on the nature, complexity, and severity of the issue. Spott will keep the Client informed of the status of any reported issue and will work diligently to address and resolve such issues as promptly as reasonably possible.

3. Remedy for Failure to Meet Target Availability

If availability falls below the Target Availability in a given month, the Client is entitled to a service credit equal to:10% for an availability from 98,00% to 98,99%; 20% for an availability from 97,00% to 97,99% and 30% for an availability lower than 97%; such percentage to be credited against future invoices. To claim a service credit, the Client must notify Spott in writing within 30 days after the end of the affected month.

Schedule 2 – Referral Program

1. Applicability

These Client Referral Program Terms & Conditions (the “Referral Terms”) govern Client’s participation in Spott’s referral program. Participation is optional. Capitalized terms not defined in this Schedule 2 have the meaning given in the Agreement.

2. Definitions

“Referring Client” means a Client that submits a Prospect in accordance with Section 3 of the Referral Terms.

“Prospect” means a prospective customer introduced or referred to Spott by a Referring Client.

“FYCV” (First-Year Contract Value) means the total recurring subscription/license fees (excluding VAT/sales taxes) payable for the first twelve (12) months of the Successful Referral’s subscription, as determined by Spott in good faith based on the executed agreements, net of any approved discounts or credits. FYCV excludes one-time fees (e.g., implementation, setup, professional services) and other non-recurring fees.

“Promotional Credits” means any credits granted under the terms of this Program.

“Successful Referral” means a Prospect that (i) meets all requirements in these Referral Terms ; and (ii) is accepted by Spott; and that enters into a paid subscription to Spott’s Platform.

3. Eligibility

Only Clients with an active, paid subscription to the Platform at the time (i) the Referral is submitted and (ii) Promotional Credits are granted are eligible to participate as a Referring Client.

This referral program may not be combined with other referral rewards, partner commissions, promotions or discounts, unless Spott expressly confirms otherwise in writing.

4. Referral Submission Process (Required)

4.1. A Referral is only valid if:

(i) the Referring Client submits the Prospect via Spott’s designated referral method (which may include email, a referral form, or another channel explicitly confirmed by Spott); and
(ii) the Referring Client provides an introduction email connecting Spott and the Prospect, or such other introduction method as Spott may reasonably request; and
(iii) the Prospect is submitted to Spott before the Prospect (a) signs an Order Form or other agreement with Spott or (b) starts a paid subscription via an online checkout flow.

4.2. The Referring Client will only share personal data of any Prospect contact person if it has obtained consent or has another legal basis to provide such personal data.

5. Acceptance and Rejection of Referrals (Spott Discretion)

5.1. Spott may accept or reject any Prospect in its reasonable discretion (including to avoid duplicate leads or sales conflicts). Without limitation, a Prospect may be deemed ineligible if, at the time of submission or during Spott’s review, Spott reasonably determines that:

(i) the Prospect is already in active discussions with Spott; or
(ii) the Prospect is already in Spott’s sales pipeline or CRM or has had material contact with Spott in the prior 6 months; or
(iii) the Prospect is a current customer of Spott; or
(iv) the Prospect is affiliated with the Referring Client (e.g., same group company), unless Spott approves such affiliated Prospect referral in writing; or
(v) the Prospect’s information is gained from spam, mass solicitation, or other prohibited conduct.

6. Promotional Credits Reward

6.1. For each Successful Referral, Spott will grant the following Promotional Credits:

to the Referring Client: Promotional Credits equal to 10% of the FYCV, capped at USD 1,000 per Successful Referral; and
to the Successful Referral: Promotional Credits equal to 10% of the FYCV, capped at USD 1,000.

(USD currency may be converted by Spott to a local currency of the Referring Client or Successful Referral on the basis of then-applicable exchange rates)

6.2. Promotional Credits can be used on the Spott’s Platform. The nature of Promotional Credits (no cash value, non-transferable, non-redeemable for money, non-refundable) and any additional conditions (including expiry dates, usage restrictions and caps) are governed by Spott’s General Terms.

7. Granting of Promotional Credits

7.1. Promotional Credits will be granted only after the Prospect has become a Successful Referral; and Spott has received the first payment (or another reasonable payment milestone communicated by Spott to prevent abuse and chargebacks).

7.2. Spott may withhold, reverse, adjust, or reclaim (part of the) Promotional Credits if:

(i) the Successful Referral fails to pay, initiates a chargeback, or payments are reversed; or
(ii) the Successful Referral terminates its agreement before the end of the initial term; or
(iii) the FYCV is later reduced due to approved discounts, credits, refunds, or contract changes; or
(iv) Spott reasonably believes there has been fraud, abuse, or breach of the Agreement or these Referral Terms.

8. Duplicate Referrals

If multiple clients refer the same Prospect, the first complete, compliant Prospect submission will generally take priority. Spott may, in its reasonable discretion, split Promotional Credits where it finds such arrangement appropriate.

9. Disputes

9.1. Any dispute regarding eligibility, acceptance, FYCV calculation, or Promotional Credits must be submitted in writing within sixty (60) days after (i) Promotional Credits were granted; or (ii) Spott’s communication that no Promotional Credits will be granted.

10. Prohibited Conduct

10.1. The Referring Client shall not:

engage in mass solicitation/spam to generate Prospects;
misrepresent Spott, the Platform or the Services;
use deceptive practices to induce a Prospect to subscribe; or
interfere with Spott’s sales process.

11. Confidentiality

11.1. The Referring Client must keep confidential any non-public information regarding Spott, Prospects, and Successful Referrals that it learns in connection with Spott’s referral program.

11.2. Neither party may issue public announcements (including press releases) about Spott’s referral program or a referral relationship without the other party’s prior written consent.

12. Non-Solicitation

12.1. The Referring Client must not encourage or solicit a Prospect or Successful Referral to end or reduce its relationship or end its sales negotiations with Spott.

13. No Authority - Independent Contractor

13.1. The Referring Client has no authority to bind Spott, negotiate contracts on Spott’s behalf, or make warranties or representations regarding the Services.

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

14. Changes - Termination

14.1. Spott may modify, suspend, or terminate the referral program and/or these Referral Terms at any time. Changes apply prospectively, unless reasonably necessary to prevent abuse or comply with law.

Terms & Conditions

Effective date: 02/02/2026

1. Introduction

2. Definitions

2.1. In these General Terms, the following terms written with a capital letter, either in singular or plural, shall have the meanings as set out below:

(a) AI Feature: any feature or functionality made available as part of the Platform that involves or interacts with an AI System, and that enables the generation, classification, extraction, translation, prediction, or transformation of content, signals, or data.
(b) AI System: a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.
(c) Data Processing Agreement: the agreement between Spott and the Client regarding the processing of personal data, as available at www.spott.io/dpa
(d) End User: an individual authorized by the Client to access and use the Platform under the Client’s responsibility.
(e) Force Majeure: circumstances or events beyond the reasonable control of Spott, preventing the performance of obligations under the Agreement. Such circumstances include, but are not limited to : (a) lightning strikes, floods, storms, explosions, fires, or natural disasters; (b) acts of war, terrorism, riots, civil commotion, sabotage, revolution, strikes, or labor disturbances; (c) pandemics or epidemics; and (d) network delays or intrusions, cyberattacks, unavailability of essential resources, or failures of computers, internet, or telecommunications systems.
(f) Intellectual Property Rights: any rights in intellectual and industrial property, whether existing now or created in the future, in any country or jurisdiction in the world. Such rights include rights whether registered or unregistered, together with all registrations, applications, and rights to apply for registration, all extensions, reversions, revivals, and renewals of such rights, and the right to obtain or enforce them. Intellectual Property Rights include, but are not limited to: (a) copyrights, including on software programs and algorithms; (b) databases, including sui generis database rights; (c) trademarks and trade names; (d) patents; (e) rights to know-how; and (f) all other forms of intellectual property.
(g) Order Form: an ordering document or online sign-up flow issued or made available by Spott and accepted by the Client, specifying the subscription plan, the number of End Users, the fees, the subscription term, and any other commercial terms for the Platform.
(h) Output: Any content, result, recommendation, prediction, extraction, response, or other output generated by or through an AI Feature, regardless of format or whether it is further processed, edited, stored, or used by the Client.
(i) Production Environment: the live production instance of the Platform intended for operational use by End Users, maintained and supported in accordance with the Agreement and the Service Level Agreement.
(j) Professional Services: any services not forming part of the primary Platform services, including onboarding and training, implementation and configuration work, data migration or assisted data export, custom development, work arising from Client-requested changes, and the creation of specific deliverables such as custom reports or branded materials.
(k) Statement of Work or SOW: an agreement for the provision of Professional Services.
(l) Services: any services provided by Spott under the Agreement, including the primary Platform services and any Professional Services.
(m) Service Level Agreement: the service level agreement between Spott and the Client governing the availability, performance, and support of the Platform, set forth as Schedule 1.
(n) Data Validation Environment: a non-production instance of the Platform which can be made available by Spott for, among others, validating the results of the Migration, with limited functionality.

3. Object of the Agreement

3.2. The Client represents that it is not acting as a consumer and is using the Services for professional purposes.

4. Access and Use

5. Use Restrictions

5.1. The Client shall comply with all applicable laws in its use of the Platform. The Client shall not (directly or indirectly) and shall procure that its End Users shall not:

(a) copy, adapt, alter, translate, modify or make derivative works based on the Platform and any other Intellectual Property Rights of Spott, without the express consent of Spott;
(b) exceed the subscribed quantities, users or other entitlement measures of the Platform as set forth in the applicable Order Form (which may include online user flows, including via third-party services such as Stripe);
(c) assign, sell, resell, sublicense, rent, lease, time-share, distribute, or otherwise transfer the rights granted to the Client under the Agreement to any third party;
(d) modify, decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or any underlying ideas, algorithms, structure or organization) of the Platform, except and only to the extent that such activity is expressly permitted by applicable law;
(e) use the Platform to generate unsolicited e-mail advertisements or spam;
(f) interfere with or disrupt the integrity or performance of the Platform;
(g) attempt to gain unauthorized access to the Platform or its related systems or networks, or perform unauthorized penetration testing on the Platform;
(h) use the Platform in a manner that infringes on the Intellectual Property Rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data;
(i) use any high volume automatic, electronic or manual process to access, search or harvest information from the Platform (including without limitation robots, spiders or scripts);
(j) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Platform;
(k) use any AI Feature to make decisions that produce legal or similarly significant effects without appropriate human oversight; or
(l) rely on any Output as factually accurate without independent verification.

6. Data Migration and Acceptance of the Platform

7. Customer Referral Program

8. Intellectual Property Rights

9. Client Data

10. Data Protection and Security

10.2. The Client shall:

(a) follow the technical and security requirements for accessing and using the Platform, including those described in these General Terms and the Data Processing Agreement;
(b) keep all usernames and passwords confidential. Any use of the Platform under valid credentials is deemed to be made by an authorized End User; and
(c) immediately notify Spott of any suspected or actual unauthorized access to credentials and take all reasonable measures to mitigate the incident.

10.3. Spott shall:

(a) never use Client Data, including anonymized or aggregated data, for training, fine -tuning, validation, or improvement of any AI models or algorithms, nor for any other product development or marketing purposes ; and
(b) only access or process Client Data as necessary to provide the Platform and contracted services and is never shared with third parties except as required for service delivery and always under strict confidentiality and data protection obligations.

11. Confidentiality

12. Third-Party AI Providers

(a) Strictly prohibit the use of Client Data for any training, fine tuning, validation or improvement of any model or algorithm;
(b) impose binding confidentiality and data security obligations that are no less protective than, and equivalent in scope and effect to, those set out in this Agreement; and
(c) require the permanent deletion or de-identification of Client Data upon termination of the underlying arrangement.

13. High-Risk AI Features

14. Professional Services

14.2. Professional Services shall be provided at a rate of USD 350 or the equivalent amount in local currency, unless expressly stated otherwise in a Statement of Work.

15. Fees and Payment

15.2. All fees are exclusive of VAT, other taxes or charges, and any costs or expenses incurred by Spott in providing the Services, unless expressly agreed otherwise in writing.

16. Duration and Termination

16.4. Either party may terminate the Agreement and/or any SOW or Order Form with immediate effect by notice to the other party if that other party:

(a) commits a material breach of the Agreement and fails to remedy that breach (if capable of remedy) within thirty (30) calendar days after receiving notice from the non-breaching party requiring it to do so. Any failure by the Client to make a payment when due under the Agreement shall constitute a material breach; or
(b) (i) becomes subject to insolvency, judicial reorganization, bankruptcy, or any equivalent procedure under applicable law, or is in a state of durable cessation of payments or of financial distress evidenced by an inability or unwillingness to meet its payment obligations under the Agreement as they fall due; (ii) is declared bankrupt, is dissolved, or is placed under the control of a curator, liquidator, provisional administrator, court-appointed representative, or other insolvency practitioner; or (iii) permanently ceases its business activities, including following a resolution to dissolve or a public announcement of the cessation of all or substantially all operations, other than in the context of a solvent restructuring, merger, acquisition, or other bon a fide corporate reorganization.

17. Disclaimer

18. Liability

19. Indemnification

20. Force Majeure

21. Miscellaneous

Schedule 1 – Service Level Agreement

1. Target Availability

1.4. Spott shall make uptime reporting available via https://status.spott.io/.

2. Response Time and Resolution Time

3. Remedy for Failure to Meet Target Availability

Schedule 2 – Referral Program

1. Applicability

2. Definitions

“Referring Client” means a Client that submits a Prospect in accordance with Section 3 of the Referral Terms.

“Prospect” means a prospective customer introduced or referred to Spott by a Referring Client.

“Promotional Credits” means any credits granted under the terms of this Program.

“Successful Referral” means a Prospect that (i) meets all requirements in these Referral Terms ; and (ii) is accepted by Spott; and that enters into a paid subscription to Spott’s Platform.

3. Eligibility

Only Clients with an active, paid subscription to the Platform at the time (i) the Referral is submitted and (ii) Promotional Credits are granted are eligible to participate as a Referring Client.

This referral program may not be combined with other referral rewards, partner commissions, promotions or discounts, unless Spott expressly confirms otherwise in writing.

4. Referral Submission Process (Required)

4.1. A Referral is only valid if:

(i) the Referring Client submits the Prospect via Spott’s designated referral method (which may include email, a referral form, or another channel explicitly confirmed by Spott); and
(ii) the Referring Client provides an introduction email connecting Spott and the Prospect, or such other introduction method as Spott may reasonably request; and
(iii) the Prospect is submitted to Spott before the Prospect (a) signs an Order Form or other agreement with Spott or (b) starts a paid subscription via an online checkout flow.

4.2. The Referring Client will only share personal data of any Prospect contact person if it has obtained consent or has another legal basis to provide such personal data.

5. Acceptance and Rejection of Referrals (Spott Discretion)

(i) the Prospect is already in active discussions with Spott; or
(ii) the Prospect is already in Spott’s sales pipeline or CRM or has had material contact with Spott in the prior 6 months; or
(iii) the Prospect is a current customer of Spott; or
(iv) the Prospect is affiliated with the Referring Client (e.g., same group company), unless Spott approves such affiliated Prospect referral in writing; or
(v) the Prospect’s information is gained from spam, mass solicitation, or other prohibited conduct.

6. Promotional Credits Reward

6.1. For each Successful Referral, Spott will grant the following Promotional Credits:

to the Referring Client: Promotional Credits equal to 10% of the FYCV, capped at USD 1,000 per Successful Referral; and
to the Successful Referral: Promotional Credits equal to 10% of the FYCV, capped at USD 1,000.

(USD currency may be converted by Spott to a local currency of the Referring Client or Successful Referral on the basis of then-applicable exchange rates)

7. Granting of Promotional Credits

7.2. Spott may withhold, reverse, adjust, or reclaim (part of the) Promotional Credits if:

(i) the Successful Referral fails to pay, initiates a chargeback, or payments are reversed; or
(ii) the Successful Referral terminates its agreement before the end of the initial term; or
(iii) the FYCV is later reduced due to approved discounts, credits, refunds, or contract changes; or
(iv) Spott reasonably believes there has been fraud, abuse, or breach of the Agreement or these Referral Terms.

8. Duplicate Referrals

9. Disputes

10. Prohibited Conduct

10.1. The Referring Client shall not:

engage in mass solicitation/spam to generate Prospects;
misrepresent Spott, the Platform or the Services;
use deceptive practices to induce a Prospect to subscribe; or
interfere with Spott’s sales process.

11. Confidentiality

11.1. The Referring Client must keep confidential any non-public information regarding Spott, Prospects, and Successful Referrals that it learns in connection with Spott’s referral program.

11.2. Neither party may issue public announcements (including press releases) about Spott’s referral program or a referral relationship without the other party’s prior written consent.

12. Non-Solicitation

12.1. The Referring Client must not encourage or solicit a Prospect or Successful Referral to end or reduce its relationship or end its sales negotiations with Spott.

13. No Authority - Independent Contractor

13.1. The Referring Client has no authority to bind Spott, negotiate contracts on Spott’s behalf, or make warranties or representations regarding the Services.

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

14. Changes - Termination

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