Effective date: 25/02/2025

Terms and Conditions

A. General Terms and Conditions

Introduction
These Terms and Conditions apply to Spott website platform www.spott.io (hereinafter referred to as the “Site”) and to the services provided through the Spott Platform. The Spott website is published and operated by Spott Inc.

These Terms and Conditions form together with the order form a contractual whole and constitutes the entire agreement between the Parties. It replaces and supersedes all prior written or oral proposals, communications or agreements relating to the subject matter of the Contract, as well as any general or special conditions of the Client. By using Spott’s services through the website, the Client expressly agrees to all the clauses of this Agreement.

1. Definitions
In these Terms and Conditions, the following terms written with a capital letter, either in singular or plural, shall have the meanings as set out below.

Acceptance Procedure: the procedure for acceptance of the Service, as described in section 10.
Additional Work: Work within the framework of the Service or Supplementary Services that (i) arises from Client-requested changes to the (Supplementary) Service or (ii) is outside the scope of a Platform provider (e.g. Creation of a custom candidate report with the Client's logo)
Agreement: The contractual documents that set forth the rights and obligations of the Parties, including the present Spott Terms and Conditions, under which access to and use of Spott’s Platform are granted by Spott to the Client.
Availability: The percentage of time the Platform is operational and accessible excluding planned interruptions & maintenance; can be monitored at https://status.spott.io/
Client: The legal entity or individual contracting with Spott under this Agreement.
Client data: Any data provided by the Client, processed by the Platform in relation to the Client’s business operations, including, but not limited to: i. Data related to recruitment activities, such as candidate profiles or job openings; ii. Any output generated by the Platform based on the Client’s input data.
Confidential Information: Any information (including data, trade secrets, business plans, techniques, or contracts) shared by one Party with the other in connection with their business, products, or services. Information is considered confidential if marked as such or if its confidential nature is evident.
Content: All data stored and/or exchanged via the Platform by the Client.
Data: All information, such as fields, notes, or texts stored during use of the Platform or services.
Data Processing Agreement: The agreement between Spott and the Client governing the processing of personal data in compliance with applicable Data Protection Laws.
Data Protection Law: Any applicable laws, regulations, and standards related to the protection of privacy and/or personal data, including but not limited to the EU General Data Protection Regulation (GDPR), the UK General Data Protection Regulation (UK GDPR), the California Consumer Privacy Act (CCPA), and other relevant local laws.
Documentation: Manuals, guides, help centre or similar materials provided by Spott to assist the Client in using the Platform or services.
Effective Date: The date when the license is delivered to the Client or the date on which the Agreement is signed, unless another date for the commencement of the Service has been agreed in the Agreement.
End User: An individual authorized by the Client to access and use the Platform under the Client’s responsibility.
Fault: A significant deviation from the functional specifications as described in the Documentation, provided that such a fault is demonstrable by the Client and reproducible by Spott.
Fee: The amount payable by the Client to Spott for the Service or Supplementary Services.
Force Majeure: Circumstances beyond the reasonable control of the Parties, preventing the performance of obligations under the Agreement. Such circumstances include, but are not limited to i. Lightning strikes, floods, storms, explosions, fires, and natural disasters; ii. Acts of war, terrorism, riots, civil commotion, sabotage, or revolution.
Implementation Period: The time frame after signing the Agreement during which Spott and the Client configure the Platform and Service as specified in the Agreement.
Intellectual property (IP) rights: all rights of intellectual or industrial property, such as copyrights, patent rights, trademark rights, database rights and rights to know-how.
Result: The deliverables or objectives to be achieved through the provision of Supplementary Services.
Spott’s Platform or the Platform: The interface allowing interaction with and access to the services provided by Spott to the Client.Statement of Work (SOW): an agreement for the provision of Supplementary Services.
Supplementary Services: Services other than the primary services provided under this Agreement, such as consulting or custom development, which may be requested by the Client.
Third Party: Any entity or individual that is not Spott or the Client.

2. Object of the Agreement and main duties of the Parties
2.1 This Agreement sets out the terms under which Spott provides the Client with access to and use of its Platform for managing and exchanging information and data. Parties acknowledge and accept that i. they were duly provided with all relevant information regarding the access to the Platform (in particular, with regard to interoperability, security and access control, cloud environment, and any other technical or functional needs of the End Users); ii. the access to the Platform is not exclusive.
2.2 During the performance of the Agreement and after its termination, no matter the reason, the Parties shall not commit any act contrary to honest market practices between companies and, in particular (but without the list being exhaustive), shall not illegally divert other Party’s customers, violate any of its duties under the Agreement (especially the obligation of confidentiality or respect of other Party’s trade secrets) or illegally compete with the other Party. Both Parties shall comply with any applicable legal or regulatory duty (especially Data Protection Law).
2.3. Spott is entitled to suspend the access to the Platform, granted to the Client, in order to prevent or mitigate any serious risk to the security of IT systems of Spott, Spott’s Clients or third parties. The access shall resume as soon as the risk is mitigated.
2.4. The Client shall comply with the technical and security requirements for accessing and using the Platform, as detailed in this document, including but not limited to Spott's Privacy Policy, available at www.spott.io/privacy

3. Data Protection
3.1 The Parties agree to strictly comply with all applicable Data Protection Laws and the provisions of the relevant Data Processing Agreement when collecting and processing Personal Data under this Agreement. Neither Party shall take or permit any action that could result in a breach of these laws.
3.2 The Parties acknowledge that the Data Processing Agreement will govern the processing of Personal Data as it relates to the use of the Platform, ensuring that all processing activities conducted within the context of this Agreement comply with GDPR requirements.

4. Confidentiality
4.1 The Parties shall ensure that all data received from the other Party that are known or should reasonably be known to be of a confidential nature remain confidential. The Party that receives Confidential Information shall use it solely for the purpose for which it has been supplied. Information shall in any case be regarded as confidential if it has been designated as such by one of the parties.

5. Intellectual Property Rights
5.1 Spott shall only provide the Client with a limited, non-exclusive, non-transferable Licence, which must not be sub-licensed, as specified in Article 6.
5.2 All IP Rights to the Results shall belong to Spott, unless the Parties agree otherwise in writing in an SOW.
5.3 The IP Rights to Content shall belong to the Client.
5.4 The Client guarantees that any materials or information provided to Spott under the Agreement are authorized and do not infringe third-party rights.

6. Service provision and License
6.1 From the Effective Date, Spott shall provide the Service on an "as is" basis, ensuring compliance with agreed Service Levels.
6.2 The Client must pay all Fees on time and ensure the Service is used only by the number of End Users specified.
6.3 The Client may use the Service internally (intranet) or externally (extranet) as part of its service provision but must not share it with third parties without prior agreement.
6.5 Spott may suspend or modify the Service for maintenance or security reasons, notifying the Client in advance, without compensation.
6.6 Changes to functionality will be communicated by Spott.

7. Fee and Payment
7.1 The Fees may be adjusted by Spott yearly based on the Consumer Pirce Index by the U.S. Bureau of Labor Statistics. Spott shall provide the Client with advance notice of a proposed change to the Fees.
7.2 Unless otherwise stipulated in the Agreement, all invoices from Spott shall have a final, firm payment term of thirty (30) days.
7.3 In case of late payment, Spott may charge interest of 2% per month or part of a month. Collection costs shall be borne by the Client.

8. Supplementary services
8.1 Supplementary Services will be provided on a best-efforts basis as outlined in an SOW signed by both Parties. If Spott falls short in its commitment, the Client may request the services to be provided anew once.
8.2 The Client can amend or cancel training free of charge up to five days before the start; for later changes Spott may charge the full Fee.
8.3 The provisions of these General Terms and Conditions will apply to all SOWs.

9. Platform Access
9.1 The Client must ensure usernames and passwords remain confidential. Spott is not responsible for any misuse and will assume that any login using valid credentials is performed by the authorized End User.
9.2 If the Client suspects unauthorized access to credentials, it must notify Spott immediately while taking appropriate action to mitigate the issue.
9.3 Each End User account may only be used by one individual; sharing accounts is strictly prohibited.
9.4 Spott permits a limited number of concurrent sessions and devices per End User account.

10. Implementation and acceptance procedure
10.1 Both Parties must ensure a smooth Implementation Period by timely sharing all necessary information.
10.2 As part of the acceptance procedure, the Client is required to test the Service for compliance with the Documentation within five (5) Working Days of delivery.
10.3 If Faults are found during the Acceptance Procedure, the Client must submit a detailed test report by the test period's end. Spott will address the Faults within a reasonable time, using temporary solutions if needed, and repeat the procedure until resolved.
10.4 The Service is considered accepted by the Client: i. if Spott does not receive a test report by the end of the test period (section 10.2), ii. at the moment when the Faults referred to in the test report have been addressed.
10.5 The Client cannot withhold acceptance for minor Faults that do not hinder operations or for subjective reasons.
11. Duration and termination
11.1 The License Agreement is for one year from the Effective Date and automatically renews annually. It cannot be terminated in the first year. From the second year onwards, termination requires 3 months' written notice. Renewals are subject to the terms at www.spott.io/terms or Parties may agree to different terms at least 1 month before renewal.
11.2 Client can upscale the number of End Users at any time, paying a pro rata price calculated on a pro rate basis. This ensures that the annual subscription continues to renew on the same date.
11.3 Either Party may terminate the Agreement immediately if the other goes bankrupt, suspends payments, or is liquidated (except for reconstruction or merger). No compensation or repayment is required upon termination.
11.4 If Spott has fulfilled its obligations before the Agreement’s dissolution, related payments remain unaffected, and any prior invoices become immediately due.
11.5 If the Agreement ends for any reason, Spott shall continue to make the Service available for thirty (30) calendar days after its expiry, solely to allow the Client to retrieve Content and/or make a backup. Processing information during this period will not be possible, and Spott’s only obligation will be to ensure Content availability, provided it is requested in good time.

12. Liability
12.1 Unless explicitly stated otherwise, the liability limitations in this Agreement apply to the access and use of the Spott Platform.
12.2 Nothing in this Agreement shall limit or exclude any liability for fraud, gross negligence, wilful intent, or for death or personal injury as a result of a Party's negligence, or otherwise to the extent that such limitation or exclusion is not permitted by law.
12.3. Neither Party shall be liable to the other for loss of anticipated savings, loss of profits, company growth standstill, loss of turnover, loss of goodwill, wasted management time, or departed employees.
12.4 The Client and Candidate acknowledge and accept that (i) Spott is not a party to the contract between the Client and the Candidate, and is not liable for any breach of legal or contractual duties by the Client; (ii) Spott acts as an intermediary for information or data processed on the Platform, is not liable for such information or data, and does not monitor it for illegal activity.

13. Governing Law and Jurisdiction
13.1 Any disputes arising from or related to this Agreement shall be resolved in the courts of the agreed-upon jurisdiction. In the absence of such an agreement, disputes shall be subject to the jurisdiction of the courts in the location of Spott’s incorporation.

14. Notices
14.1 All notices and other forms of communication required under this Agreement must be in writing and delivered or transmitted to the recipient in person through a reputable courier service, by fax with a confirmation sheet or by registered mail (with acknowledgment of receipt) to the address indicated below:
For Spott: info@spott.io, 2261 Market Street, #22840, San Francisco, CA 94114, United States (or Frederik Lintsstraat 57, 3000 Leuven, Belgium)

B. Data Processing Agreement

This Data Processing Agreement ("Agreement") forms part of the Contract for Services ("Principal Agreement") between: (the “Client”)
and Spott Inc. (the “Processor”) together, (the “Parties”).

1. Definitions and Interpretation
Unless otherwise defined in this Agreement, terms have the meanings set forth in applicable data protection laws.
Personal Data: Any information relating to an identified or identifiable natural person as defined under GDPR, CCPA, or other applicable data protection laws.
Data Protection Laws: All applicable data protection or privacy laws, including but not limited to the EU General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).
Data Subject: The individual to whom the Personal Data relates, as defined by applicable law
Data Transfer: The transfer of Personal Data from the Client to the Processor, or onward transfer, where such transfer is subject to Data Protection Laws.
Standard Contractual Clauses (SCCs): Clauses approved by the European Commission or other relevant authority for the lawful transfer of Personal Data outside the EU/EEA.
Subprocessor: Any third party engaged by the Processor to process Personal Data.

2. Subject Matter and Purpose
2.1 The Processor will process Personal Data solely for the purpose of providing the services outlined in the Principal Agreement, which include, but are not limited to, development of AI-powered tools to automate report drafting.

3. Processor Obligations
3.1 The Processor shall comply with all applicable Data Protection Laws, including GDPR and CCPA.
3.2 The Processor shall process Personal Data only on documented instructions from the Client.
3.3 The Processor shall ensure that its employees, agents, or contractors authorized to process Personal Data are subject to confidentiality obligations.
3.4 The Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including measures described in Article 32 of GDPR and Section 1798.150(a)(1) of CCPA.

4. Data Transfers
4.1 The Processor may transfer Personal Data outside the EU/EEA, including to the United States, provided that: Such transfers are conducted in compliance with GDPR using SCCs or equivalent safeguards; and Supplementary measures, such as encryption and pseudonymization, are implemented to address risks associated with non-EU jurisdictions.
4.2 For data transfers involving US clients or data subjects, the Processor shall ensure compliance with CCPA, including honoring client rights to opt-out of the sale of Personal Data.
4.3 The Processor shall assist the Client in conducting any Transfer Impact Assessments required under GDPR or other applicable laws.

5. Subprocessing
5.1 The Processor shall not engage a Subprocessor without prior written authorization from the Client.
5.2 The Processor shall ensure that any Subprocessor provides the same level of protection for Personal Data as required under this Agreement.

6. Data Subject/Client Rights
6.1 The Processor shall assist the Client in responding to requests from Data Subjects under GDPR (e.g., access, rectification, erasure) and Clients under CCPA (e.g., access, deletion, opt-out of sale).
6.2 The Processor shall not respond to such requests directly unless authorized by the Client or required by law.

7. Data Breaches
7.1 The Processor shall notify the Client without undue delay, and in no case later than 24 hours, upon becoming aware of a Personal Data Breach.
7.2. The notification shall include sufficient details to allow the Client to comply with its legal obligations, including reporting requirements under GDPR and CCPA.

8. Audits
The Processor shall make available to the Client all information necessary to demonstrate compliance with this Agreement and allow for audits or inspections by the Client or its designated auditor, subject to reasonable notice and confidentiality obligations.

9. Deletion or Return of Data
9.1 Upon termination of the Principal Agreement, the Processor shall, at the Client's discretion, delete or return all Personal Data, unless retention is required by law.

10. Governing Law and Jurisdiction
10.1 Any disputes arising from or related to this Agreement shall be resolved in the courts of the agreed-upon jurisdiction. In the absence of such an agreement, disputes shall be subject to the jurisdiction of the courts in the location of Spott’s incorporation.

11. General Terms
11.1 The Parties agree to maintain the confidentiality of this Agreement and all information exchanged under it.
11.2 All notices must be in writing and delivered to the address specified in the Principal Agreement or as otherwise notified by the Parties.