Talentpilot General Terms and Conditions

1. Application and contract formation

1.1 These Terms and Conditions (the “Terms”) govern the provision of Talentpilot services by explore & beyond s.r.o. (the “Company”) to the individual or organisation entering into the contract (the “Client”). Clients may be business customers or consumers. A “Consumer” is an individual acting for purposes outside their trade, business or profession.

1.2 The “Platform” means the Talentpilot software platform and related interfaces. The “Services” means the Talentpilot services agreed between the Company and the Client. Their scope, fees, usage limits and service period are those agreed in an Order or other written agreement, or presented and accepted during registration or purchase.

1.3 The Client may enter into a contract with the Company by signing a Master Services Agreement (“MSA”), agreeing an order form (“Order”), or completing registration and accepting these Terms. These Terms apply when incorporated into the MSA or Order, or accepted during registration. An Order does not require an MSA, and registration does not require a separately signed agreement. Anyone accepting on behalf of the Client must be authorised to bind it.

1.4 “Authorised Users” are individuals permitted to access or participate in the Services under a Client’s account, as allowed by the applicable plan or agreement. Such access does not, by itself, make an Authorised User a separate customer or paying party. Browsing the Company’s website does not form a service contract.

1.5 Where an MSA applies, its document hierarchy governs. Otherwise, the expressly agreed terms of an Order prevail over these Terms. Any agreed Data Processing Agreement governs processing carried out by the Company as processor on the Client’s behalf, in accordance with its own provisions. Registration or acceptance of these Terms does not, by itself, amend an existing MSA, Order or Data Processing Agreement. The version of these Terms incorporated into the contract applies; publishing an updated version does not, by itself, amend that contract.

1.6 Where the Client is a Consumer, the consumer-specific provisions of these Terms apply and prevail over conflicting provisions. Nothing in these Terms, an MSA or an Order excludes or limits mandatory consumer rights.

2. Accounts and acceptable use

2.1 The Client shall provide accurate details needed to administer its account and, where applicable, billing, and keep those details up to date.

2.2 The Client shall take reasonable steps to protect login credentials and shall not share individual login credentials. It shall notify the Company without undue delay after becoming aware of compromised credentials or unauthorised access to its account. These duties do not reduce the Company’s security obligations.

2.3 The Client shall manage access permissions within its control, remove access that is no longer authorised and take reasonable steps to ensure that its Authorised Users comply with these Terms.

2.4 The Client shall use the Services lawfully and shall not:

• upload or use content without the necessary rights or legal authority;
• introduce malicious code or seek unauthorised access to accounts or data; or
• deliberately disrupt the Services or circumvent agreed usage limits or security controls.

2.5 Supported service accounts and integrations may be used within the agreed scope. This Section does not restrict data export, switching or other activities permitted by the applicable agreement or mandatory law.

2.6 Individuals registering for personal use must be at least eighteen (18) years old and have the legal capacity to enter into the contract.

3. Fees and payment

3.1 The Client shall pay the fees agreed in the applicable Order or presented and accepted during registration or purchase. Recurring charges, billing frequency and any usage-based rates shall be disclosed before acceptance.

3.2 For business Clients, fees exclude VAT unless stated otherwise. For Consumers, the total price shall include applicable taxes and mandatory charges and shall be disclosed before purchase. Where the total cannot reasonably be calculated in advance, the calculation method shall be disclosed instead.

3.3 Where payment is by invoice, invoices are payable within thirty (30) calendar days after delivery, unless another payment term is expressly agreed. Invoices may be sent by email. For online payments, payment is due at the time disclosed and accepted during purchase.

3.4 The Client shall promptly notify the Company in writing of any invoice amount it reasonably disputes in good faith, explaining the grounds. It may withhold the disputed amount pending resolution and shall pay undisputed amounts when due. The parties shall cooperate to resolve the dispute promptly. This does not limit a Consumer’s statutory rights to withhold payment or challenge a charge.

4. Service periods and renewal

4.1 The Services continue for the period agreed in the applicable Order or accepted during registration or purchase. If no fixed period is agreed, they continue until terminated under the applicable agreement or these Terms.

4.2 A subscription renews automatically only if the renewal period, charges or pricing basis, and cancellation arrangements were clearly disclosed and accepted before purchase. The Company shall provide any confirmation and renewal notices required by applicable law.

4.3 The Client may stop automatic renewal by giving notice before the current service period ends, unless a different notice period is expressly agreed for a business Client. The Company may also stop automatic renewal by giving at least thirty (30) calendar days’ written notice before the current service period ends.

4.4 The Client may give notice by email to hello@talentpilot.com or another address stated in the applicable agreement. Consumers who subscribe online shall also be able to cancel renewal through an easily accessible online cancellation process.

4.5 Stopping renewal alone does not end the current agreed service period or create a refund right. Rights to withdraw, terminate earlier, switch providers or obtain a refund under the applicable agreement or mandatory law remain unaffected.

4.6 Where mandatory consumer law requires automatic continuation without a further fixed commitment, the subscription shall continue for an indefinite period after the initial agreed term. The Consumer may then terminate it at any time on one month's notice, or any shorter notice required by law or these Terms. No termination charge or subscription fees for periods after termination shall apply. Refunds remain governed by Section 5 and applicable law.

5. Refunds and consumer rights

Fees are non-refundable unless a refund is expressly provided for in these Terms or another applicable agreement, or required by applicable law. Nothing in these Terms limits Consumers’ mandatory rights to withdraw, cancel or receive a refund.

6. Termination and suspension

6.1 Fixed-term Services continue for their agreed period, subject to Sections 4 and 5 and any other contractual or statutory termination right. Where no fixed service period has been agreed, either party may terminate the Services on thirty (30) calendar days' written notice, subject to any shorter notice required by law. The Client may close a free account at any time.

6.2 Either party may terminate affected Services by written notice if the other commits a material breach that remains unremedied thirty (30) calendar days after receiving written notice describing the breach, or immediately if the breach cannot be remedied. This does not restrict a Consumer's right to earlier remedies under applicable law.

6.3 The Company may suspend affected Services if an undisputed payment remains overdue ten (10) calendar days after written notice requiring payment, or immediately where reasonably necessary to address a security threat or unlawful use, or where required by law. Suspension shall be proportionate in scope and duration. The Company shall give advance notice where practicable, or otherwise prompt notice, unless prohibited by law or doing so would compromise security, and restore the Services promptly once the grounds cease. Fees remain payable during a suspension caused by the Client, subject to mandatory law.

6.4 If the Client validly terminates for the Company's material breach, the Company terminates indefinite Services under Clause 6.1, or another provision expressly provides a refund on termination, the Company shall refund prepaid fees attributable to the unused period of the terminated Services within thirty (30) calendar days after termination, or sooner where required by law. No subscription fees for periods after termination or early-termination charges are payable for those Services in those cases.

6.5 Termination does not affect accrued rights or obligations, or provisions intended to survive, including confidentiality, intellectual property, liability and obligations concerning retained data. Suspension or termination does not remove applicable data-protection, export, retrieval or switching obligations.

7. Artificial intelligence

7.1 The Services may use AI agents and third-party models to generate responses, assessments and other results ("Outputs"). Outputs may be inaccurate, incomplete or biased and need not be unique. The Company does not guarantee any particular personal or business outcome.

7.2 The Client is responsible for how it configures and uses the Services and relies on Outputs. It shall apply review and safeguards appropriate to the intended use and risks. Any automated decision-making it enables must have the legal grounds, notices and human oversight, intervention and review required by applicable law.

7.3 AI coaching and other Outputs are not a substitute for qualified professional advice and are not provided as medical or psychological treatment or therapy.

7.4 Each party remains responsible for the legal obligations applicable to its role. The Company remains responsible for supplying the agreed Services and providing the instructions and safeguards required of it by law.

8. Intellectual property

8.1 The Company and its licensors retain all rights in the Platform and its underlying software, models, methods, templates and technology. Subject to these Terms and payment of applicable fees, the Client has a non-exclusive right to use the Services for its personal or internal business purposes during the agreed service period and within agreed limits, including through Authorised Users.

8.2 The Client retains its rights in content and materials supplied by or for it ("Client Materials"). The Company may use Client Materials only to provide, support and secure the Services and fulfil the applicable agreement, subject to confidentiality obligations, applicable law and any agreed DPA. This permission does not authorise model training.

8.3 To the extent the Company holds rights in Outputs, and subject to payment of applicable fees, it grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy, adapt and share Outputs for its personal or internal business purposes, subject to confidentiality and applicable law. This licence includes Company materials embedded in Outputs to the extent needed for that permitted use. It survives termination but does not provide continued Platform access or override third-party rights.

8.4 Rights in Outputs do not transfer ownership of the Company's underlying technology or permit its extraction, commercialisation or use to build a competing service. These restrictions do not limit rights in Client Materials, use of Outputs within the granted licence with a replacement provider, lawful export or switching, or rights under mandatory law.

9. Data protection and confidentiality

9.1 The Company shall comply with applicable data-protection law. Its Privacy Policy describes processing for which it acts as controller, including direct personal-use Services where applicable. Where required by law, processing on the Client's behalf shall be governed by a DPA agreed before that processing begins.

9.2 The Company shall not use personal data contained in Client Materials, Outputs, prompts or logs for model training, fine-tuning or retraining unless separately agreed in writing with the Client and permitted by applicable law. It shall ensure that providers processing those data for it comply with the same restriction.

9.3 Each party shall use reasonable care to protect the other's information that is marked confidential or should reasonably be understood to be confidential, including non-public Client Materials and Outputs. It shall use that information only to perform or exercise rights under the applicable agreement and disclose it only as permitted by that agreement or to personnel, service providers and professional advisers who need it for those purposes and are bound by confidentiality obligations. Each party remains responsible for those recipients' compliance.

9.4 Confidentiality obligations do not cover information demonstrably public without breach, lawfully known or received without restriction, or independently developed without using the confidential information. Legally required disclosures are permitted, with advance notice where lawful and practicable, or otherwise prompt notice where lawful.

9.5 Confidentiality obligations continue for three (3) years after termination, and longer for trade secrets while they qualify as such and for copies while retained. This does not permit retention beyond applicable contractual or legal limits.

10. Availability and changes to the Services

10.1 Availability commitments, support response times and service credits apply only where expressly agreed. Subject to those commitments and applicable law, the Company does not guarantee uninterrupted or error-free Services.

10.2 The Company may update the Services, including features, models and providers, to improve functionality, security, performance or interoperability, comply with law, or respond to changes in technology or third-party services. Such changes do not themselves amend agreed fees or other contractual terms.

10.3 For planned changes reasonably expected to materially remove or reduce a core contracted function, the Company shall give at least thirty (30) calendar days' advance notice. Urgent security or legal changes may be made sooner, with notice and an explanation as soon as reasonably practicable and reasonable efforts to minimise disruption.

10.4 If a change materially removes or reduces a core contracted function and the Company does not restore it or provide a substantially equivalent alternative within thirty (30) calendar days after the later of the change taking effect and receipt of the Client's written notice, the Client may terminate the affected Services and receive the refund under Clause 6.4.

10.5 The following protections apply to the extent required by applicable consumer law. Changes must be made without extra cost and clearly notified. A change with more than a minor adverse effect on access or use requires reasonable advance notice by email describing the change, its timing and the right to terminate. The Consumer may terminate free of charge within thirty (30) calendar days after the later of receiving that notice and the change taking effect, without waiting for the period in Clause 10.4, unless the unchanged, legally conforming Services remain available without extra cost. Statutory refund rights and any more favourable mandatory rights apply.

10.6 This Section does not override any agreed DPA, security obligations, SLA or other contractual or statutory termination rights.

11. Data export, switching and deletion

11.1 The attached Data Export and Switching Schedule forms part of these Terms. Its switching process applies where required by the EU Data Act.

11.2 On termination or expiry, the Client may choose return or deletion of its Client Materials, Outputs and related data. Unless earlier deletion is validly requested, the Client shall have at least thirty (30) calendar days after the Services end, or any later end of an applicable switching transition including extensions, to retrieve those data. Any longer agreed or legally required period applies. Access may be limited to secure retrieval.

11.3 Structured data shall be exported in JSON or CSV, and uploaded files and retained media in their original format or a commonly used equivalent, through secure download or another agreed secure transfer method. The Company shall provide any additional method or assistance required by applicable law or an agreed DPA.

11.4 The deletion periods and safeguards in Clauses 7.3–7.5 of the Schedule also apply outside Data Act switching, subject to outstanding return or switching obligations and any stricter agreed DPA or mandatory legal requirement.

11.5 Required export, switching assistance and retrieval-only access are free. Optional work beyond contractual and legal duties requires separately agreed fees. Service fees and refunds remain governed by Sections 3, 5 and 6 and the Schedule.

12. Liability

12.1 Clauses 12.2–12.5 apply only to business Clients. An expressly agreed general liability regime in an MSA or other agreement applies instead for the Services it covers, without an additional cap under these Terms. Liability to Consumers is governed by applicable law and is not limited by this Section.

12.2 Each Party's aggregate liability for each Contract Year is limited to 100% of fees paid or payable for that year under the Orders, subscriptions or other service arrangements relevant to the claims. One cap applies per Party across all applicable contractual documents, including any DPA, and all legal grounds. Each relevant arrangement is counted once; unattributable claims use all Services provided to the Client that year.

12.3 Contract Years are consecutive twelve-month periods from the effective date of the Client’s first contract for Talentpilot Services, unaffected by renewals, additional Orders, updated Terms or changes in contracting route, unless the parties expressly agree a different starting date and how the existing period and claims are treated. Fees are allocated to their service period, regardless of billing or payment date, before breach-related credits or refunds and excluding unprovided post-termination periods. Claims, whenever made, are allocated to the year of the event causing them; causally connected events with a common origin use the earliest year. Claims from new events after the relevant Services end use the final Contract Year of those Services.

12.4 Neither Party is liable for indirect or consequential losses, including indirect loss of profit, revenue or business opportunity. Reasonable costs to restore data, investigate or contain incidents, and give legally required notices remain recoverable if they are direct losses caused by the other Party's breach, within the cap.

12.5 Service credits, including cash payments, indemnity payments and reasonable documented external defence costs under an agreed indemnity count once towards the cap. Other expressly required contractual refunds and properly due fees fall outside it. Credits offset damages for the same loss; losses must reasonably be mitigated and cannot be recovered twice.

12.6 Nothing in this Section limits liability for fraud, intentional misconduct, gross negligence, harm to a person's natural rights or other liability that cannot lawfully be restricted, including protected claims of a weaker party. It does not restrict data subjects' GDPR rights, regulatory powers or rights and obligations under applicable Standard Contractual Clauses for international data transfers.

13. Consumer complaints and remedies

13.1 This Section describes statutory consumer rights under applicable law; any more protective mandatory rules prevail. Consumers may submit complaints to hello@talentpilot.com, describing the issue and requested remedy. The Company shall confirm receipt and the outcome in writing, including reasons for any rejection.

13.2 Digital Services must meet the contractual and statutory requirements, including necessary updates. For continuous supply, statutory defect rights cover defects occurring or becoming apparent during the agreed supply period. For one-off supply, they cover defects existing at supply and appearing within two years, subject to statutory extensions and update obligations.

13.3 Consumers may require a defect to be corrected free of charge within a reasonable time and without significant inconvenience, unless correction is impossible or disproportionate. If correction is unavailable, refused, unsuccessful or unreasonably delayed, or the defect is sufficiently serious, the Consumer may claim a proportionate price reduction or terminate as provided by law. Termination of paid Services for a defect requires that the defect is more than minor. Statutory termination rights for failure to supply also apply.

13.4 Refunds due under these remedies shall be paid without undue delay and within fourteen (14) days after the Company receives the Consumer's notice exercising the relevant right, using the original payment method unless expressly agreed otherwise, without refund fees.

13.5 Consumers may contact a competent consumer protection authority or seek out-of-court dispute resolution through a competent body.

14. Governing law and courts

14.1 Unless otherwise expressly agreed in writing and subject to mandatory law, these Terms and Services contracts incorporating them are governed by Czech law, and disputes with business Clients relating to them are subject to the exclusive jurisdiction of the competent courts in Prague, Czech Republic.

14.2 For Consumers, the choice of law does not remove mandatory protections to which they are entitled under the law of their country of habitual residence. Jurisdiction over consumer disputes is determined by applicable law.

14.3 This Section does not override the governing-law or jurisdiction provisions of a separate DPA or applicable Standard Contractual Clauses for international data transfers.

15. Changes to these Terms

15.1 The Company may reasonably update these Terms to reflect changes in law, address security or misuse risks, or reflect changes to the Services permitted under Section 10. For changes affecting existing self-service contracts, the Company shall email the revised Terms, explain the changes and the right to reject them, and give at least thirty (30) calendar days' notice before they take effect, or longer where reasonably needed to arrange an alternative supplier or required by law.

15.2 The Client may reject the changes by email before their effective date and terminate the affected Services on that date without a termination charge or further subscription fees. The Company shall refund prepaid fees attributable to the unused period of the terminated Services in accordance with clause 6.4. Continued use after the effective date constitutes acceptance, unless applicable law requires express acceptance.

15.3 Changes to Terms incorporated into an MSA or Order require agreement in accordance with that contract. This Section does not amend a separate DPA, change agreed fees, or expand permissions to use Client Materials or personal data.

16. Final provisions

16.1 Notices. Formal notices shall be emailed to hello@talentpilot.com for the Company and to the Client's designated contract contact or registered account email, unless another address or procedure is agreed. Notices take effect when received; an email generating a delivery-failure notification is not treated as delivered. Other notice, cancellation or complaint methods permitted by the contract or required by law remain available.

16.2 Assignment. Either party may transfer the contract to a company in its group or a successor to all or substantially all of the relevant business on written notice if the recipient assumes all contractual obligations. Other transfers require the other party's prior written consent, not unreasonably withheld or delayed. A transfer does not release accrued obligations and must not reduce a Consumer's rights or protections.

Any consent to a specific transfer required by mandatory consumer law must be obtained and may be freely withheld. Where that law requires a right to terminate, the Company shall give reasonable advance written notice identifying the new provider and transfer date and allow the Consumer to terminate before the transfer without a termination charge or further subscription fees. Refunds remain governed by Section 5 and applicable law.

16.3 Publicity. Unless otherwise agreed in writing, the Company may use a business Client's name, logo and trademarks to identify it as a customer in marketing materials. The Client may opt out at any time by written notice, including email. On receipt, the Company shall stop new uses and remove existing uses from materials within its control within thirty (30) calendar days. Printed materials already distributed need not be recalled. This permission does not apply to Consumers.

16.4 Entire agreement. Subject to Section 1, the applicable Services contract and its incorporated documents constitute the entire agreement on their subject matter. This does not exclude liability for fraud or override information that mandatory law makes part of the contract.

16.5 Severability and waiver. If a provision is invalid or unenforceable, the remaining provisions continue to apply to the extent the contract can continue without it. Failure or delay in exercising a right does not waive it. A waiver must be express and in writing and applies only to the circumstances stated.

Data Export and Switching Schedule

1. Scope

This Schedule applies where the EU Data Act's switching requirements apply to the Services. It covers switching to another provider, moving to on-premises infrastructure and requesting erasure. Any provision expressly applied more broadly by the agreement incorporating this Schedule also applies to that extent. The Company, Client and Services are those identified in that agreement.

2. Export and access

2.1 Exportable data includes all Client input and output data and related metadata exportable under the Data Act. Eligible digital assets are transferable digital items for which the Client has a right of use independent of the Services.

2.2 On request, the Company shall export the relevant exportable data and eligible digital assets through secure download or another agreed secure transfer method.

2.3 Structured data shall be exported in JSON or CSV. Uploaded files and retained media shall be available in their original format or a commonly used equivalent. Access shall remain available throughout the applicable transition and retrieval periods, with security controls and reasonable limits that do not prevent timely retrieval.

2.4 The Company shall provide the open interfaces, documentation and any additional export method or assistance required by applicable law without charge. Other bespoke formats or destination integrations require separate agreement unless required by law.

2.5 Export information. The export inventory below applies to data held for the Client in connection with the Services.

Excluded internal categories are source code, model weights, generic system prompts, proprietary orchestration and internal security configurations, to the extent they are specific to the Services’ internal functioning and disclosure would risk the Company’s trade secrets. These exclusions do not cover Client Materials, Outputs or exportable Client-specific settings and metadata, and shall not impede or delay switching.

The Company shall maintain the information required by Articles 26 and 28 of the EU Data Act at https://talentpilot.com/switching. Updates to that information do not amend this Schedule or reduce the Client's contractual or statutory rights.

3. Notice

The Client may request switching on two months' written notice, or a shorter agreed period. Notice may be sent to hello@talentpilot.com or another notice address specified in the applicable service agreement. The notice shall identify the affected Services. By expiry of that period, the Client may specify switching destination details, on-premises transfer, erasure, or a combination. Timely final instructions do not restart the notice period.

4. Transition

4.1 The Company shall enable switching without undue delay and within 30 calendar days after the notice period, subject to clause 4.2.

4.2 If 30 days is technically unfeasible, the Company shall notify the Client within 14 working days of the switching request, justify the technical reasons and specify an alternative transition of no more than seven months. The Client may extend the transition once for a period it considers appropriate.

4.3 During the transition, the Company shall continue the contracted Services, use due care to maintain continuity, maintain security required by the applicable service agreement and applicable law, and explain known switching risks. Ordinary fees remain payable for Services provided, subject to applicable termination and refund provisions.

5. Cooperation

5.1 The Company shall provide reasonable assistance and relevant information for the Client's exit and cooperate with the Client and its authorised migration providers. The Client shall provide necessary information, instructions and cooperation. Both Parties shall act in good faith.

5.2 Unless otherwise agreed or required by law, the Client and its destination provider are responsible for importing data and configuring the destination. The Company need not recreate the Platform, develop new technology or guarantee equivalent functionality in another service.

6. Charges

6.1 Required export, switching assistance and retrieval-only access are free. Optional work beyond the Company's contractual and legal duties requires separately agreed fees.

6.2 Prepaid fees remain non-refundable on voluntary switching or erasure, except where a refund is expressly required by the applicable service agreement or mandatory law. Fees properly accrued before termination remain payable.

6.3 Any early-termination charge, including retained prepaid fees for periods after termination, must be lawful, proportionate and expressly agreed in an Order or other written agreement, with its amount or calculation disclosed before contracting. Retained prepayments for the same unused period shall count towards that charge, without duplicate recovery. No such charge applies where the Client terminates for the Company's material breach or another termination expressly entitles the Client to a refund under the applicable service agreement. No charge may restrict mandatory switching rights.

7. Completion, retrieval and deletion

7.1 The affected Services end on successful switching, established using objective evidence and relevant Client or destination-provider information. For erasure-only requests, they end when the notice period expires. The Company shall promptly notify the Client of termination and any retrieval deadline; delayed notification does not postpone termination. Other termination rights remain unaffected.

7.2 The Client shall have at least 30 calendar days after the applicable transition ends, including any extension, to retrieve its exportable data and eligible digital assets, unless it validly requests earlier deletion. Access may be limited to secure retrieval. Security and confidentiality protections continue while data remains held.

7.3 The Client may choose return or deletion. Subject to outstanding return or switching obligations, the Company shall delete the relevant data and digital assets from active systems within 30 calendar days after the applicable retrieval period ends. Where switching has been requested, deletion follows successful switching unless the Client validly requests earlier deletion. If the Client chooses deletion without retrieval, that period starts at termination. An earlier valid written deletion instruction starts the 30-day period on receipt and does not extend an existing deadline.

7.4 Residual backup copies shall be deleted within a further 90 calendar days after active-system deletion. Until then, they shall remain protected, isolated from ordinary use and used only as necessary for disaster recovery; relevant deletions shall be reapplied promptly after restoration. The Parties expressly agree to these later erasure periods, subject to any shorter period required by law or an agreed DPA.

7.5 Legally required retention is limited to the necessary data, purpose and period, with deletion when the requirement ends. For personal data, that exception applies only as permitted by applicable data-protection law. The Company shall ensure relevant providers follow the applicable deletion requirements and, on request, confirm deletion status, identifying remaining copies and their deletion timetable.