Terms of Service

Please read these Terms carefully before accessing or using the Platform. By executing an Order Form or accessing the Platform, the Customer agrees to be bound by these Terms.

1. Definitions

Capitalised terms shall have the meanings ascribed below. Terms defined in the Privacy Policy and incorporated herein shall have the same meaning.

• Agreement: these Terms of Service together with all executed Order Forms, the Privacy Policy, any applicable Data Processing Agreement and any schedules or exhibits attached thereto.
• Authorised Users: the natural persons employed or engaged by the Customer who are granted credentials to access the Platform, up to the maximum user count specified in the applicable Order Form.
• Candidate: any individual whose personal data is submitted by the Customer into the Platform for evaluation purposes.
• Documentation: the technical and operational guides, API references and user manuals made available by Zabt at docs.zabt.io.
• Evaluation Data: as defined in the Privacy Policy. Evaluation Data is and remains the exclusive property of the Customer, subject to Section 5.
• Order Form: the commercial order document, subscription confirmation or online checkout record specifying the Subscription Plan, term, fees and applicable usage limits.
• Platform: the Zabt.io Decision Intelligence Layer, including the Document Vault, multi-round evaluation funnel, scoring engine, leaderboard and audit trail features.
• Subscription Plan: the tier of Platform access purchased by the Customer, defining usage entitlements including maximum number of Participants and Events.
• Zabt Algorithms: the proprietary scoring engines, weighting logic, ranking algorithms, data normalisation methods and machine learning models embedded in the Platform.

2. Institutional Licence Grant

2.1 Grant of Licence

Subject to the Customer's compliance with this Agreement and timely payment of all applicable Fees, Zabt grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to access and use the Platform solely for the Customer's internal institutional evaluation, selection and grant management operations.

2.2 Usage Limits

The licence granted herein is subject to usage limits — Participants, Events, Authorised Users and (where applicable) API call volume — as specified in the applicable Order Form. Customers who exceed applicable usage limits shall be notified and given a 14-day cure period. Persistent overuse may result in service suspension until an appropriate Subscription Plan upgrade is effected.

2.3 Restrictions on Use

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

• sublicence, sell, resell, transfer or otherwise dispose of the Platform;
• reverse engineer, decompile, disassemble or attempt to derive the source code or underlying algorithms of the Platform;
• copy or duplicate any element of the Platform except as incidentally required for normal authorised use;
• modify, adapt or create derivative works based upon the Platform;
• use the Platform to develop a competing product or service;
• access the Platform by automated means other than authorised API integrations;
• remove, alter or obscure any proprietary notices within the Platform.

3. Selection Integrity and Human-in-the-Loop Disclaimer

3.1 Nature of Platform Output

The Platform produces scored rankings, weighted rubric aggregations and comparative analytical outputs ("Platform Outputs"). Platform Outputs constitute informational data derived from the scores and weightings inputted by Authorised Users. They are not recommendations, endorsements, expert opinions or binding determinations.

3.2 Mandatory Human Review Requirement

All final selection decisions — including grant awards, programme admissions, investment decisions, shortlisting for employment, or any other determination that materially affects the rights, opportunities or interests of a Candidate — must be reviewed and confirmed by one or more authorised human decision-makers of the Customer organisation prior to being communicated or implemented.

3.3 Customer Liability for Decisions

The Customer exclusively and irrevocably assumes full legal, regulatory, ethical and operational responsibility for all selection decisions made in connection with or informed by the Platform.

3.4 Regulatory Compliance Responsibility

Where the Customer's selection activities are subject to sector-specific regulation, the Customer is solely responsible for ensuring that its use of the Platform complies with all applicable requirements.

4. Customer Obligations and Acceptable Use Policy

4.1 Lawful Use Obligation

The Customer shall use the Platform exclusively for lawful purposes and in strict compliance with all applicable laws, the rules and policies of any professional body or institutional governance framework to which the Customer is subject, and the terms of this Agreement.

4.2 Prohibited Uses

• Unlawful PII Collection: processing personal data without a documented lawful basis or required consent.
• Discriminatory Selection Criteria: configuring rubrics that incorporate prohibited grounds of discrimination.
• Deceptive Candidate Representation: submitting data the Customer knows or has reason to believe is false or misleading.
• Circumventing Security Controls: attempting to access or modify the Platform's security infrastructure.
• Competitive Intelligence: using the Platform to inform the development of a competing product or service.
• Bulk Data Harvesting: using automated scripts or scrapers outside the authorised API.
• Sanctions and Export Control Violations: using the Platform in a manner that would violate trade sanctions or anti-corruption laws.

4.3 Security Responsibilities

The Customer shall maintain the confidentiality of Authorised User credentials, implement appropriate internal access controls, and promptly notify Zabt at security@zabt.io of any suspected unauthorised access.

5. Intellectual Property Rights

5.1 Zabt's Intellectual Property

Zabt owns and retains all right, title and interest in and to the Platform, the Zabt Algorithms, the Documentation, all enhancements and updates, and all intellectual property rights in the foregoing.

5.2 Customer's Intellectual Property — Evaluation Data

The Customer owns and retains all right, title and interest in and to the Evaluation Data — including all rubric configurations, weightings, scoring matrices, committee annotations and selection decisions — generated by the Customer's Authorised Users.

5.3 Customer Data Licence to Zabt

The Customer grants Zabt a limited, non-exclusive, royalty-free licence to process Account Data, Evaluation Data and Candidate Data solely to provide the Platform service and to fulfil Zabt's obligations under this Agreement. This licence terminates upon deletion of Customer data as described in the Privacy Policy.

5.4 Feedback

Suggestions and feedback regarding the Platform may be incorporated by Zabt without obligation of compensation or attribution. Feedback shall not include Evaluation Data or Candidate Data.

6. Confidentiality

6.1 Mutual Confidentiality Obligations

Each party shall hold the other party's Confidential Information in strict confidence and shall protect it with at least the same degree of care it applies to its own confidential information, and in no event less than reasonable care.

6.2 Exceptions

Confidentiality obligations do not apply to information that is or becomes publicly known through no breach by the Receiving Party, was rightfully known prior to disclosure, is independently developed without reference to the Disclosing Party's information, or is required to be disclosed by applicable law.

7. Fees, Payment, and Taxes

7.1 Subscription Fees

The Customer shall pay Subscription Fees as specified in the applicable Order Form. Fees are invoiced in advance, payable within thirty (30) days of the invoice date, and non-refundable except as expressly stated in Section 8.

7.2 Late Payment

Unpaid balances accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Zabt may suspend Platform access for accounts with outstanding balances exceeding thirty (30) days past due, following not less than seven (7) days' written notice.

7.3 Taxes

Subscription Fees are exclusive of all applicable taxes, levies, duties or assessments. The Customer is responsible for all such taxes applicable to its subscription.

8. Term and Termination

8.1 Subscription Term

The initial Subscription Term commences upon account provisioning and continues for the period specified in the Order Form. Unless either party provides written notice of non-renewal not less than thirty (30) days prior to the end of the then-current term, the subscription automatically renews.

8.2 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party materially breaches and fails to cure within thirty (30) days, or becomes insolvent.

8.3 Effect of Termination

Upon termination: all licences granted to the Customer cease; the data lifecycle provisions of the Privacy Policy apply; each party returns or destroys the other's Confidential Information; and any amounts owed by the Customer become immediately due and payable.

8.4 Survival

Sections 1, 3, 5, 6, 7.1, 9, 10, 11, 12 and 13 shall survive termination of this Agreement.

9. Representations and Warranties

9.1 Zabt's Warranties

Zabt warrants that the Platform will perform materially in accordance with the Documentation during the Subscription Term, that Zabt will implement and maintain the security measures described in the Privacy Policy, and that, to Zabt's knowledge, the Platform does not infringe any third-party intellectual property rights.

9.2 Customer's Warranties

The Customer warrants that it has the authority to enter into this Agreement, that its use of the Platform will comply with all applicable laws, and that it has obtained all necessary consents and a lawful basis for processing personal data submitted to the Platform.

9.3 Disclaimer of Other Warranties

Except as expressly set forth in Section 9.1, the Platform is provided "as is" and "as available." Zabt expressly disclaims all other warranties, whether express, implied, statutory or otherwise.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, exemplary, punitive or consequential damages arising out of or related to this Agreement.

10.2 Aggregate Liability Cap

Each party's total cumulative liability shall not exceed the total fees paid or payable by the Customer to Zabt in the twelve (12) calendar months immediately preceding the date on which the claim first arose.

10.3 Exceptions to Cap

The limitations above do not apply to the Customer's obligation to pay Subscription Fees, indemnification obligations under Section 11, wilful misconduct or gross negligence, or Zabt's liability for a material breach of its data security obligations resulting in unauthorised disclosure of Candidate Data.

11. Indemnification

11.1 Customer's Indemnification Obligations

The Customer shall indemnify Zabt against third-party claims arising from the Customer's violation of this Agreement or applicable law, any selection decision made using the Platform, infringement of third-party rights through use of the Platform, or breach of the Customer's representations and warranties.

11.2 Zabt's Indemnification Obligations

Zabt shall indemnify the Customer against third-party claims alleging that the Platform, as provided by Zabt and used in accordance with this Agreement, infringes any intellectual property right of that third party.

12. Governing Law and Dispute Resolution

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the principles of international commercial law. Any disputes shall be resolved through binding arbitration in a neutral jurisdiction mutually agreed upon by the parties.

12.2 Arbitration

The parties agree that arbitration shall be the exclusive mechanism for resolving disputes that cannot be settled through good-faith negotiation, and the arbitral award shall be final and binding on both parties.

12.3 Dispute Resolution Procedure

Prior to initiating formal proceedings, the parties agree to attempt to resolve any dispute through negotiation between senior representatives. If unresolved within thirty (30) days, either party may refer the matter to the courts.

13. General Provisions

13.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements.

13.2 Amendments

Material amendments will be communicated to Customers via the registered account email address no less than thirty (30) days prior to the effective date.

13.3 Severability

If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

13.4 Waiver

No waiver of any breach shall be deemed a waiver of any subsequent breach. No waiver shall be effective unless in writing.

13.5 Assignment

The Customer may not assign this Agreement without the prior written consent of Zabt. Zabt may assign this Agreement in connection with a merger or acquisition.

13.6 Force Majeure

Neither party shall be liable for any failure or delay caused by circumstances beyond its reasonable control, including natural disasters, acts of government, cyber-attacks by unrelated third parties, or failures of internet infrastructure providers.

13.7 Notices

All legal notices shall be in writing and delivered by registered post, courier or email with confirmed delivery receipt to the addresses specified in the applicable Order Form.

13.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns.

Contact: legal@zabt.io