Terms of Service

Effective date: 9 July 2025

1. Definitions

“Agreement” means these Terms of Service and any documents or policies referenced herein.

“Celper AI” or “Service” means the cloud-based recruitment software-as-a-service platform operated by Vizionieriai, MB.

“Customer” means the business entity that has executed a Sales Agreement with Vizionieriai, MB and its Authorized Users.

“Sales Agreement” means a written order form, proposal or other document signed by the parties that specifies subscription scope, interview credits, price, term, and any special conditions.

“Candidate Data” means any résumé, interview recording, assessment or other personal data uploaded or generated within the Service.

“Applicable Law” means all laws and regulations that apply to a party, including the EU General Data Protection Regulation (“GDPR”) and Lithuanian law.

2. Acceptance of Terms

By accessing or using the Service, Customer agrees to be bound by this Agreement. If Customer does not accept the Agreement, Customer must not use the Service.

3. Account Registration and Access

Customer is responsible for (a) ensuring that only Authorized Users use the Service, (b) maintaining the confidentiality of login credentials, and (c) all activity occurring under its accounts.

4. Scope of Service

Celper AI provides AI‑powered tools to screen, interview and shortlist job candidates. Subscription scope (e.g., number of interview credits) is defined in the applicable Sales Agreement.

5. Fees, Payment and Taxes

5.1 Customer shall pay the fees specified in each Sales Agreement within the payment term indicated therein. If no term is stated, payment is due 30 days from invoice date.

5.2 If Customer fails to pay any amount when due and remains in default for 30 days, Vizionieriai, MB may suspend access to the Service until all overdue amounts are paid.

5.3 Fees are exclusive of VAT and other applicable taxes, which will be added to the invoice and paid by Customer.

5.4 In accordance with Directive 2011/7/EU on combating late payment, statutory late‑payment interest (currently ECB rate + 8 percentage points) and the fixed €40 recovery cost will accrue automatically unless waived by Vizionieriai, MB.

6. Trials, Discounts and Changes

Any free trial, discount or other promotional offering is granted at Vizionieriai, MB’s sole discretion and will be governed by the applicable Sales Agreement or written confirmation.

7. Renewal, Cancellation and Refunds

7.1 Each subscription renews for successive periods equal to the Initial Term unless Customer notifies Vizionieriai, MB of its intention to cancel at least 14 days before the renewal date by e‑mail to info@celper.ai.

7.2 Refunds are available only if Customer demonstrates, with evidence reasonably acceptable to Vizionieriai, MB, that technical or AI errors materially prevented use of the Service. Vizionieriai, MB will conduct a good‑faith investigation of each claim. Any refund is limited to the fees paid by Customer for the calendar month in which the error occurred.

8. Acceptable Use

Customer shall not (a) resell, sublicense or otherwise make the Service available to third parties; (b) scrape or attempt to harvest data from the Service; (c) conduct penetration tests or security scans without prior written consent; (d) upload Candidate Data obtained unlawfully or without proper consent; or (e) use the Service to engage in discriminatory hiring practices or other unlawful activity. Celper AI provides bias‑mitigation features and audit logs; Customer agrees to use these features and maintain appropriate human oversight. Vizionieriai, MB does not monitor Customer’s hiring decisions and, subject to the foregoing, is not responsible for any discriminatory or unlawful use of the Service by Customer.

9. Intellectual Property

9.1 All rights in the Service and underlying technology are owned by Vizionieriai, MB or its licensors.

9.2 As between the parties, Customer owns all Candidate Data and any output files, insights or reports generated from such Candidate Data. Vizionieriai, MB acquires no ownership in Candidate Data.

9.3 Customer grants Vizionieriai, MB a non‑exclusive licence to process Candidate Data solely to provide and improve the Service, including to create anonymous and aggregated statistics, provided that such statistics will never identify Customer or any individual candidate.

10. Data Protection

10.1 Roles of the Parties. For Candidate Data, Customer acts as the data *controller* and Vizionieriai, MB acts as the data *processor* as those terms are defined in the GDPR.

10.2 Data Processing Agreement. The parties shall enter into a separate Data Processing Agreement (“DPA”) that complies with Article 28 GDPR and lists all sub‑processors.

10.3 International Transfers. Personal data may be processed or transferred outside the European Economic Area only where Vizionieriai, MB has implemented an appropriate safeguard under GDPR Chapter V, such as an adequacy decision or the European Commission’s Standard Contractual Clauses.

10.4 Deletion. Candidate Data will be deleted or returned to Customer within 30 days after termination unless Applicable Law requires longer storage. Upon request, Vizionieriai, MB will provide a certificate of deletion.

11. EU AI Act Compliance

The Service is classified as “high‑risk AI” under Regulation (EU) 2024/1984 (EU AI Act). Vizionieriai, MB maintains a documented risk‑management system, bias testing, transparency logs and post‑market monitoring as required, and will provide Customer with the EU Declaration of Conformity and user instructions on request.

12. Confidentiality

Each party shall protect the other party’s confidential information with the same degree of care it uses to protect its own confidential information (but no less than reasonable care) and shall use it only to perform this Agreement.

13. Service Levels and Support

Unless otherwise agreed in a separate Service Level Agreement, the Service is provided “as‑is” with commercially reasonable efforts to maintain availability. Support is available Monday to Friday, 09:00–18:00 EET via info@celper.ai or +370 682 82299.

14. Suspension

Vizionieriai, MB may suspend Customer’s access to the Service (a) for late payment as set out in section 5.2, (b) to prevent material harm to the Service or other users, or (c) if Customer breaches section 8.

15. Mutual Indemnification

15.1 Each party (“Indemnifying Party”) will defend the other party against third‑party claims arising from (a) the Indemnifying Party’s breach of this Agreement or (b) its gross negligence or wilful misconduct, and will pay the resulting damages and reasonable legal fees.

15.2 Vizionieriai, MB will additionally defend Customer against any claim alleging that the Service infringes a third‑party intellectual‑property right and will pay the resulting damages and reasonable legal fees, provided that Customer (i) promptly notifies Vizionieriai, MB of the claim, (ii) grants sole control of the defence and settlement to Vizionieriai, MB, and (iii) provides reasonable cooperation.

16. Disclaimers

EXCEPT AS REQUIRED BY THE EU AI ACT OR OTHER NON‑WAIVABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” VIZIONIERIAI, MB DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

17. Limitation of Liability

To the maximum extent permitted by law, Vizionieriai, MB’s aggregate liability arising out of or related to this Agreement shall not exceed €500. Nothing in this Agreement limits liability for (a) breach of the Data Protection obligations in section 10; (b) the IP‑infringement indemnity in section 15.2; (c) death or personal injury caused by negligence; or (d) wilful misconduct or fraud.

18. Force Majeure

Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, strikes, epidemics, internet outages or government actions.

19. Export Control and Sanctions Compliance

Customer represents that it is not subject to EU, UK, Swiss or US sanctions and will not use the Service in violation of Regulation (EU) 2021/821 on dual‑use items or any other applicable export‑control or sanctions regulations.

20. Changes to these Terms

Vizionieriai, MB may modify these Terms by providing at least 30 days’ prior notice to the email address associated with Customer’s account. If Customer does not agree to the changes, Customer may terminate the Service before the effective date, in which case Vizionieriai, MB will refund any prepaid, unused subscription fees on a pro‑rata basis. Continued use of the Service after the effective date constitutes acceptance of the changes.

21. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Republic of Lithuania. Any dispute not resolved amicably shall be submitted to the exclusive jurisdiction of the competent courts of Vilnius, Lithuania.

22. Notices

All legal notices must be sent to info@celper.ai (Vizionieriai, MB).

23. Miscellaneous

This Agreement constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements. Customer may not assign this Agreement without Vizionieriai, MB’s prior written consent. If any provision is found unenforceable, the remaining provisions will remain in full force and effect.