Terms of Service

These Terms of Service (the “Terms”) are a legally binding business-to-business agreement governing access to the Placr website, hosted recruitment platform, portals, application tools, APIs, and related services (together, the “Service”). “Placr”means the Placr legal entity identified in the applicable Order Form or other signed contracting document. “Customer” means the organisation that purchases, administers, or uses a workspace. “Authorised User” means a person the Customer permits to use it.

By accepting these Terms, signing or accepting an Order Form, creating an account, or using the Service, you agree to the Agreement. If you act for an organisation, you represent that you have authority to bind it. The Customer is responsible for its Authorised Users, including their acts, omissions, instructions, and use of credentials.

The “Agreement” consists of the Order Form, these Terms, any data-processing agreement (“DPA”), service-level agreement, and other document expressly incorporated by reference. An Order Form prevails over these Terms for its commercial subject matter; a DPA prevails for the processing of personal information; and a signed negotiated agreement prevails over these website Terms. Terms in a purchase order or customer portal do not apply unless Placr expressly signs them.

Subject to the Agreement and payment of Fees, Placr grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term for its Authorised Users to access and use the Service for the Customer's lawful internal recruitment business.

Placr may improve, modify, or replace features as the Service develops. We will not materially reduce committed core functionality during a paid term without an appropriate substitute, except where a change is reasonably required for security, law, third-party dependency, or to prevent harm. Any implementation scope, support commitment, usage allowance, or availability target is only the one expressly stated in the applicable Order Form or service-level agreement.

Public candidate and client tools support a recruiting organisation's process. Placr is not the recruiter, employer, employment agency, payroll provider, immigration adviser, or decision-maker and does not promise an interview, placement, hire, candidate response, or commercial outcome.

Account information must be accurate and kept current. Credentials and authentication methods are personal and confidential unless Placr expressly supports a service account. The Customer must use reasonable security practices, promptly disable departed or unauthorised users, and notify Placr without undue delay of suspected compromise or unauthorised use.

Customer administrators control roles, permissions, integrations, retention settings, sharing options, and workspace configuration. The Customer is responsible for granting the least access reasonably required, reviewing access periodically, and ensuring each user acts within their authority. Placr may rely on an instruction that appears to come from an authenticated Authorised User unless we know it is unauthorised.

“Customer Data” means information, files, communications, recordings, prompts, and other content submitted to, collected through, generated for, or otherwise controlled by the Customer in the Service. As between the parties, the Customer retains its rights in Customer Data. The Customer grants Placr and its authorised subprocessors the limited rights needed to host, copy, transmit, transform, index, secure, retrieve, and otherwise process Customer Data to provide and protect the Service, follow documented instructions, comply with the Agreement, and meet legal obligations.

The Customer's use and configuration of features — including importing, matching, messaging, recording, publishing, sharing, exporting, deleting, integrating, and setting retention — are documented instructions to Placr. Placr may refuse or suspend an instruction that it reasonably believes is unlawful, insecure, outside the Service, or inconsistent with the Agreement, and will explain the concern where legally permitted.

For Customer-controlled recruitment information, the Customer determines the purposes and essential means of processing and ordinarily acts as controller or business; Placr ordinarily acts as processor or service provider. The Customer is solely responsible for establishing and documenting a lawful basis or permission for its processing and for complying with applicable recruitment, employment, anti-discrimination, communications, confidentiality, and data-protection laws.

• lawfully obtaining Customer Data from candidates, clients, job boards, referrals, public sources, imports, and connected services;
• giving complete and timely privacy notices and recording consent where consent is the selected basis;
• ensuring data is relevant, proportionate, accurate enough for the intended use, and not retained longer than necessary;
• setting and enforcing suitable retention, suppression, legal-hold, and deletion rules; and
• responding to candidates and other data subjects, including access, correction, objection, withdrawal, restriction, portability, and erasure requests.

The Customer must not submit special-category, sensitive, criminal-offence, national-identifier, immigration, health, biometric, or other high-risk information unless it is necessary, proportionate, lawfully permitted, appropriately disclosed, and protected for the specific recruitment purpose. If a DPA or impact assessment is required, the Customer must ensure it is in place before the relevant use.

Before any disclosure, the Customer is solely responsible for verifying the intended recipient and destination; confirming a lawful basis, notice, authority, and candidate or client restriction; applying appropriate minimisation and confidentiality; and ensuring that the recipient is authorised, secure, contractually permitted where required, and entitled to use the information for the stated purpose.

To the maximum extent permitted by law, Placr is not responsible for a Customer-selected recipient, incorrect address or permission setting, Customer or recipient forwarding, access granted by the Customer, storage or transmission after download or export, a Customer-selected public link or integration, or any recipient's subsequent use, retention, disclosure, security, or decision. This exclusion does not apply to the extent the loss was directly caused by Placr's breach of the Agreement or an obligation that applicable law places directly on Placr.

Features that present a live, access-controlled candidate record do not transfer responsibility for the disclosure decision to Placr. The Customer must immediately revoke access and notify Placr if information was sent to the wrong person or is no longer authorised.

Where the Customer sends email, SMS, messaging, calls, meeting invitations, outreach, or other communications through or in connection with the Service, it is responsible for the content, recipients, sender identity, suppression preferences, consent or other authority, timing, frequency, and compliance with marketing, recording, monitoring, employment, and communications laws. The Customer must provide any required notice to meeting or call participants before recording or transcription.

The Service may interoperate with Customer-selected email, calendar, job-board, telephony, communications, storage, analytics, AI, or other third-party services. The Customer authorises Placr to exchange Customer Data with them as configured and is responsible for its account, permissions, contract, and lawful use of each service. Placr is not responsible for a Customer-selected provider's acts, omissions, availability, security, or changes. Placr remains responsible for its own obligations when it appoints a subprocessor to provide Placr's Service.

AI-assisted extraction, search, matching, summaries, drafting, scoring, and recommendations may be incomplete, inaccurate, outdated, biased, or unsuitable for a particular person, role, or jurisdiction. Outputs are suggestions, not verified facts, legal advice, employment advice, or a warranty of suitability.

The Customer must ensure meaningful human review, verify material information, consider relevant evidence, provide any required transparency or route to contest a result, and complete any required impact or bias assessment. The Customer must not use an output as the sole basis for a decision producing legal or similarly significant effects unless that use is expressly lawful and subject to all required safeguards. Placr does not select, reject, employ, engage, pay, supervise, or dismiss candidates and is not responsible for the Customer's recruitment, screening, classification, compensation, immigration, or employment decisions.

The Customer and its Authorised Users must not:

• access another organisation's data or bypass authentication, tenant controls, permissions, rate limits, usage restrictions, or safeguards;
• upload malware, exploit code, unlawfully obtained data, deceptive content, or material that infringes privacy, confidentiality, intellectual-property, or other rights;
• scrape, probe, disrupt, overload, benchmark for a competing product, reverse engineer, copy, or attempt to discover source code, except to the limited extent the law does not allow that restriction;
• use the Service to discriminate unlawfully, harass, deceive, facilitate illegal work, evade sanctions, or make prohibited recruitment or employment decisions; or
• rent, resell, sublicense, time-share, or provide the Service to a third party except as expressly permitted in an Order Form.

Placr maintains technical and organisational measures designed to protect the Service and Customer Data, as described in the applicable DPA, security documentation, and signed commitments. No internet service can guarantee absolute security, uninterrupted availability, or prevention of every malicious act.

The Customer is responsible for its devices, networks, identity provider, credentials, administrator actions, permissions, integrations, recipient details, downloaded or exported files, and any system or location outside Placr's control. The Customer must maintain reasonable endpoint and account security, preserve appropriate backups or exports where required by its business-continuity obligations, and promptly provide information reasonably needed to investigate an incident.

“Confidential Information” means non-public information disclosed by or for a party that is identified as confidential or should reasonably be understood to be confidential, including Customer Data, security information, product designs, commercial terms, and business plans. It excludes information the recipient can show was lawfully known without restriction, becomes public without breach, is received lawfully from another source without duty, or is independently developed without use of the disclosure.

The recipient will use Confidential Information only to exercise rights and perform obligations under the Agreement; protect it using at least reasonable care; and disclose it only to personnel, advisers, and providers who need it and are bound by suitable confidentiality duties. A legally compelled disclosure may be made after giving advance notice where lawful and reasonable assistance at the discloser's cost.

Prices, currency, billing intervals, payment dates, usage limits, subscription term, renewal, cancellation, credits, and refund rights are those in the checkout flow or Order Form accepted by the Customer. Unless stated otherwise, Fees are non-cancellable and non-refundable to the extent permitted by law. Marketing pages are informational and do not override signed commercial terms.

Fees exclude taxes, duties, and similar governmental assessments. The Customer will pay applicable amounts other than taxes on Placr's net income and will provide valid exemption documentation where relevant. Placr may restrict or suspend access for overdue undisputed Fees after any notice and cure period required by the Agreement or law. The Customer may not withhold or set off Fees except where required by law.

Placr and its licensors retain all rights in the Service, software, models and orchestration, interfaces, designs, documentation, analytics structures, and underlying technology, including modifications and improvements. No rights are granted except the limited access right expressly stated in the Agreement. The Customer must not remove ownership notices or use Placr branding without written permission.

If the Customer or an Authorised User gives feedback, suggestions, or ideas, Placr may use them without restriction or payment, provided Placr does not publicly identify the Customer as the source without permission. Placr may create and use aggregated or de-identified operational information that does not identify a person, Customer, or Customer Confidential Information, subject to applicable law and the DPA.

Placr may label a feature beta, preview, experimental, evaluation, or early access. Use is optional and at the Customer's risk. Such features may be incomplete, unsupported, subject to additional terms, or changed or discontinued at any time. Unless an Order Form expressly says otherwise, they are provided as available, excluded from service levels and warranties, and should not be used for high-risk or legally significant processing without the Customer's own assessment and safeguards.

Placr may suspend all or part of the Service where reasonably necessary to address an actual or suspected security incident, unlawful use, material breach, harm to a person or system, sanctions risk, third-party platform restriction, or overdue undisputed Fees. Where practicable and lawful, Placr will give notice and limit the suspension to the affected use. The Customer remains responsible for Fees during a suspension caused by its breach. Emergency suspension does not require advance notice.

The subscription term and renewal are stated in the Order Form. Either party may terminate for an uncured material breach after the cure period in the Agreement, or immediately where the breach cannot be cured, the other party becomes insolvent subject to applicable law, or continued performance would be unlawful. Termination does not affect accrued rights or payment obligations.

The Customer may export supported Customer Data while its workspace is active. Any post-termination return period is the one expressly stated in the Order Form or DPA. After that period, Placr may delete or de-identify Customer Data in accordance with the DPA and its deletion processes, except for limited copies that must be retained by law, are subject to legal hold, form part of security or dispute records, or remain in restricted backups until normal expiry. Retained copies remain protected and are not used for other purposes.

Clauses that by their nature should survive do survive, including payment, confidentiality, intellectual property, indemnities, liability limits, accrued rights, and general terms.

Placr warrants that during a paid term the Service will perform materially in accordance with its then current documentation under normal authorised use. If the Customer promptly reports a reproducible breach, Placr will use commercially reasonable efforts to correct it. If Placr cannot do so within a reasonable period, the Customer may terminate the affected Service and receive a pro-rata refund of prepaid unused Fees for it. This is the Customer's exclusive remedy for breach of this warranty.

To the maximum extent permitted by law, all other express, implied, statutory, and common-law warranties are excluded, including merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, uninterrupted operation, compatibility, and accuracy. Placr does not warrant Customer Data, third-party services, AI output, candidate identity or qualifications, legal compliance of the Customer's process, placement success, revenue, or any recruitment or employment outcome.

The Customer warrants that it has all rights, notices, permissions, contracts, and lawful bases required for Customer Data and each instruction it gives; that its use of the Service will comply with the Agreement and law; and that Customer Data and Customer-controlled communications will not infringe another person's rights.

To the maximum extent permitted by law, the Customer will defend, indemnify, and hold harmless Placr, its affiliates, and their personnel from third-party claims, proceedings, losses, damages, judgments, settlements, penalties, regulatory assessments, and reasonable legal costs (including fines only to the extent lawfully indemnifiable) arising out of or relating to:

• Customer Data, including its collection, source, accuracy, notice, lawful basis, retention, or alleged infringement of privacy, confidentiality, intellectual-property, or other rights;
• a Customer instruction or decision to publish, share, export, disclose, message, record, integrate, or otherwise process Customer Data, including the chosen recipient and downstream use;
• the Customer's recruitment, screening, shortlisting, representation, classification, offer, employment, engagement, immigration, payroll, anti-discrimination, or other people decision;
• Customer-controlled communications, Customer-selected integrations or providers, misuse of AI-assisted output, or a failure to obtain required notice, permission, or consent; or
• an Authorised User's breach of the Agreement, unlawful act, credential compromise caused by the Customer, or use outside their authority.

Placr will give reasonably prompt notice of an indemnified claim, allow the Customer to control the defence with competent counsel, and provide reasonable cooperation at the Customer's cost. The Customer may not settle a claim in a way that admits fault by, imposes an obligation on, or fails to fully release Placr without Placr's prior written consent. A delay in notice relieves the Customer only to the extent it is materially prejudiced.

To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, exemplary, punitive, or consequential loss, or for loss of profit, revenue, goodwill, opportunity, anticipated savings, business interruption, or loss or corruption of data, even if advised that the loss was possible. Placr is not liable for loss attributable to Customer Data, a Customer-selected recipient or provider, Customer configuration or instruction, unauthorised use for which the Customer is responsible, or a recruitment or employment decision.

Subject to the exclusions below, Placr's total aggregate liability arising out of or in connection with the Agreement, under any theory of liability, will not exceed the Fees paid or payable by the Customer for the affected Service during the 12 months immediately preceding the event first giving rise to the claim. For use not covered by a paid Order Form, Placr's total aggregate liability will not exceed the greater of the amount paid for that use during the same period and US$100.

The exclusions and caps do not limit liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, wilful misconduct, or gross fault where applicable. They do not limit the Customer's obligations to pay Fees, its indemnity obligations, or its liability for breach of the licence restrictions, unlawful Customer Data or disclosure, or misuse of Placr's intellectual property or Confidential Information.

Each party must take reasonable steps to mitigate loss. To the extent permitted by law, a claim must be brought within 12 months after the claimant knew or reasonably should have known of the facts giving rise to it. These allocations reflect the Fees and are an essential basis of the bargain.

The governing law and exclusive forum for a paid workspace are stated in its Order Form or other signed agreement. For a public tool or website interaction without an Order Form, the governing law and forum of the Placr entity operating that tool apply, subject to mandatory local law. Nothing in the Agreement removes rights or liabilities that cannot lawfully be waived.

Placr may update these Terms for prospective use to reflect changes to the Service, security, law, or business. The revised version and effective date will be posted here, with additional notice of material changes where required. A change will not retroactively amend a signed fixed-term agreement unless that agreement allows it. Continued use after the effective date constitutes acceptance where permitted by law.

Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. The Customer may not assign the Agreement without Placr's prior written consent; Placr may assign it to an affiliate or in connection with a merger, reorganisation, financing, or sale of all or substantially all relevant business or assets. The parties are independent contractors; no agency, partnership, fiduciary, employment, or third-party beneficiary relationship is created.

If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. A waiver must be in writing and is not a continuing waiver. Headings aid navigation only. The Agreement is the entire agreement on its subject and may be accepted electronically and in counterparts. Notices must be sent using the method in the Order Form; operational notices may be sent to account contacts or displayed in the Service.