Terms of Service

About Liminal

Liminal provides software and AI-powered sourcing tools designed to assist recruitment agencies, recruiters and hiring teams with identifying and evaluating potential candidates.

Liminal is a technology provider. Unless expressly agreed otherwise in writing, Liminal does not act as a recruitment agency, employment agency or employer on behalf of the Customer.

Definitions

In these Terms:

“Platform” means Liminal's software platform, website, applications, APIs and related services.

“Customer Data” means information, content and data submitted to or processed through the Platform by or on behalf of the Customer, including candidate information.

“Candidate Data” means personal information relating to actual or potential candidates processed through the Platform.

“AI Services” means artificial intelligence, machine learning and automated technologies incorporated into or used to provide the Platform.

“User” means an individual authorised by the Customer to access or use the Platform.

“Subscription” means the Customer's paid or trial access to the Platform under the applicable pricing or order arrangement.

“Order Form” means any order form, proposal, subscription agreement or other ordering document agreed between Liminal and the Customer that sets out the applicable Services, fees or Subscription terms.

“Usage Data” means technical information and data relating to the Customer's use of the Platform and Liminal's provision of the Platform, such as usage statistics, performance information and diagnostic data. Usage Data does not include Customer Data or Candidate Data.

“Services” means the Platform and any related services expressly provided by Liminal to the Customer under an applicable Order Form or Subscription.

Eligibility and accounts

You must provide accurate and complete information when creating an account.

The Customer is responsible for:

• maintaining the confidentiality of account credentials;
• ensuring that only authorised Users access the Platform;
• ensuring that Users comply with these Terms;
• maintaining appropriate security for its accounts; and
• notifying Liminal promptly of any unauthorised access or suspected security incident.

You must not share account credentials between individuals where the Platform provides individual user accounts.

Liminal may suspend or restrict access where reasonably necessary to protect the Platform, its Users, Customer Data or other customers.

The Customer represents that it has authority to accept these Terms on behalf of the organisation it represents.

Subscriptions and fees

Access to paid features may require payment of subscription or other fees.

Applicable fees, billing periods and subscription terms will be communicated to the Customer before purchase or set out in an applicable order form or agreement.

Unless otherwise agreed:

• fees are payable in advance;
• fees are non-refundable except where required by law or expressly agreed otherwise;
• the Customer is responsible for applicable taxes, excluding taxes imposed on Liminal's income; and
• Liminal may change its pricing for future subscription periods by providing reasonable notice.

Unless otherwise stated in an applicable Order Form, paid Subscriptions will automatically renew for successive periods equivalent to the initial Subscription period unless either party gives notice of non-renewal before the applicable renewal date.

Any cancellation or non-renewal requirements specified in an applicable Order Form will take precedence over this section.

If payment is overdue, Liminal may suspend access to paid services after providing reasonable notice.

Free trials and pilots

Liminal may provide free trials, pilot programmes or evaluation access.

Unless otherwise agreed in writing, trial or pilot access:

• is provided for evaluation purposes;
• may be subject to usage limits;
• may be modified or withdrawn at any time;
• does not guarantee that any particular feature will become generally available; and
• may be terminated by Liminal where reasonably necessary.

Any Customer Data processed during a trial or pilot remains subject to these Terms and any applicable data protection agreement.

Pilot, beta or early-access functionality may contain defects, limitations or functionality that is not available in the generally available version of the Platform.

Unless otherwise agreed in writing, Liminal may modify, suspend or discontinue pilot or beta functionality at any time.

Acceptable use

You must use the Platform only for lawful business and recruitment purposes.

You must not:

• use the Platform to discriminate unlawfully against candidates;
• intentionally process special category personal data for candidate sourcing or ranking unless expressly permitted and appropriately safeguarded;
• use the Platform to make unlawful solely automated employment decisions;
• use the Platform to conduct surveillance or monitoring unrelated to legitimate recruitment purposes;
• upload malicious code or attempt to compromise the Platform;
• reverse engineer, decompile or attempt to discover the underlying source code of the Platform except where expressly permitted by law;
• interfere with the security or operation of the Platform;
• access data belonging to another customer;
• use the Platform to build a competing product or service;
• scrape or extract Platform data except through functionality expressly provided by Liminal;
• circumvent usage limits or access controls;
• use the Platform in breach of applicable law or regulation;
• use the Platform in a way that could materially harm Liminal, its Users or other customers;
• use automated means, including bots, crawlers or scrapers, to access or extract data from the Platform except where expressly authorised by Liminal;
• attempt to circumvent subscription, usage, rate, credit or other access limitations;
• use another person's credentials or permit an unauthorised person to access the Platform;
• introduce malware, viruses or other harmful code into the Platform or connected systems;
• interfere with or attempt to gain unauthorised access to the Platform, its infrastructure or related systems; or
• use the Platform, APIs or any data obtained through the Platform to develop or train a competing product, model or service.

Liminal may investigate suspected violations and may suspend or terminate access where reasonably necessary.

Customer responsibilities

The Customer is responsible for its use of the Platform and for the recruitment activities it conducts using the Platform.

The Customer is responsible for:

• determining the lawful basis for processing Candidate Data;
• providing candidates with appropriate privacy information where required;
• ensuring that Candidate Data is collected and used lawfully;
• ensuring that its recruitment practices comply with applicable employment and equality laws;
• reviewing AI-generated outputs before taking material recruitment action;
• maintaining appropriate human oversight of recruitment decisions;
• ensuring that its Users are appropriately trained;
• determining whether a Data Protection Impact Assessment is required;
• configuring the Platform appropriately for its recruitment processes; and
• ensuring that information supplied to Liminal is accurate and appropriate for the intended purpose.

Where the Customer uses Candidate Data or contact information obtained through the Platform for outreach, marketing or recruitment communications, the Customer is responsible for ensuring that such use and communications comply with applicable law, including applicable privacy, electronic communications, direct marketing and employment laws.

The Customer is responsible for providing any notices, obtaining any consents and satisfying any other legal requirements applicable to its use of Candidate Data, except to the extent expressly agreed otherwise in writing.

Liminal does not guarantee that a candidate identified, recommended or ranked by the Platform is suitable for a particular role.

The Customer remains responsible for all hiring, rejection, interviewing and other employment-related decisions.

AI-generated outputs

The Platform may generate recommendations, rankings, summaries, classifications, scores, matches or other outputs using AI.

AI-generated outputs:

• may contain errors or inaccuracies;
• may reflect limitations or inaccuracies in the underlying data;
• should not be treated as definitive statements about a candidate;
• are not a substitute for professional judgement; and
• should be independently reviewed before being relied upon for significant recruitment decisions.

The Customer must not rely solely on an AI-generated output to make a decision that materially affects a candidate where doing so would breach applicable law.

Liminal does not warrant that AI-generated outputs will be accurate, complete, unbiased or suitable for every recruitment purpose.

AI Services may use statistical, probabilistic or machine-learning techniques and may produce different outputs from similar inputs.

The Customer acknowledges that AI-generated outputs are intended to assist human decision-making and not to replace appropriate human judgement.

Candidate sourcing

Liminal may use information from sources including Customer Data, third-party data providers, professional sources and publicly available information to provide sourcing functionality.

The availability, accuracy, completeness and continued availability of information obtained from third parties is outside Liminal's control.

Liminal does not guarantee that:

• a particular candidate will be identified;
• a candidate's information will be current;
• candidate contact information will remain valid;
• a candidate will be interested in a role;
• a candidate will respond to outreach; or
• a candidate will ultimately be suitable for or obtain a role.

The Customer is responsible for ensuring that its use of sourced Candidate Data complies with applicable law and the terms applicable to any third-party source.

Where Candidate Data is obtained from third-party sources, Liminal may be subject to restrictions imposed by those sources concerning access, use, retention or redistribution of that data.

Liminal may modify or discontinue access to particular sources or categories of Candidate Data where required by law, contractual restrictions, security considerations or changes to third-party availability.

Data protection

The parties acknowledge that the Platform may involve the processing of personal data.

Where Liminal processes Candidate Data on behalf of the Customer, the Customer will generally act as data controller and Liminal will act as data processor.

The parties will comply with applicable data protection law.

Where required, the parties will enter into a separate Data Processing Agreement (“DPA”), which forms part of the contractual arrangement between the parties.

The DPA will govern the processing of personal data on behalf of the Customer and will take precedence over these Terms to the extent of any conflict relating specifically to data protection.

Further information about Liminal's processing of personal data is provided in our Privacy Policy.

The Customer acknowledges that Liminal may use subprocessors to provide the Platform, subject to the terms of the applicable DPA.

Customer Data

The Customer retains ownership of Customer Data.

The Customer grants Liminal a limited, non-exclusive licence to host, copy, process, transmit and otherwise use Customer Data only as necessary to:

• provide the Platform;
• provide customer support;
• maintain security;
• prevent fraud and abuse;
• comply with legal obligations; and
• perform the contractual services.

Liminal will not sell Customer Data.

Liminal will not use identifiable Customer Data to train a general-purpose AI model or disclose it to third parties for their independent commercial purposes except as permitted by the Customer's agreement with Liminal or otherwise required by law.

The Customer is responsible for ensuring that it has all necessary rights and permissions to provide Customer Data to Liminal.

Liminal may also generate and use Usage Data for purposes including operating, securing, monitoring, analysing and improving the Platform, provided that such Usage Data does not identify the Customer or an individual except where necessary for legitimate operational, security or legal purposes.

Nothing in these Terms prevents Liminal from using information that has been aggregated or de-identified so that it cannot reasonably be used to identify the Customer or an individual for purposes of analysing, improving or developing its products and services.

Liminal intellectual property

Liminal and its licensors retain all rights, title and interest in:

• the Platform;
• the software and technology underlying the Platform;
• AI models and systems developed or used by Liminal;
• algorithms;
• interfaces;
• documentation;
• designs;
• trademarks and branding;
• methodologies; and
• other Liminal intellectual property.

Except for the limited right to use the Platform during an active Subscription, nothing in these Terms transfers ownership of Liminal's intellectual property to the Customer.

Subject to the Customer's ownership of Customer Data, Liminal retains all rights in the Platform and in the technology, models, algorithms, methodologies, workflows and know-how used to provide the Services.

The Customer receives only the rights expressly granted under these Terms and any applicable Order Form.

Customer feedback

If the Customer provides suggestions, ideas, recommendations or other feedback regarding the Platform, Liminal may use that feedback without restriction or obligation to the Customer.

Feedback will not include Customer Data or confidential information unless expressly agreed.

Confidentiality

Each party may receive confidential information belonging to the other party.

The receiving party must:

• use confidential information only for purposes connected with the relationship between the parties;
• protect it using reasonable security measures; and
• not disclose it except to employees, contractors, advisers or service providers who need to know it and are subject to appropriate confidentiality obligations.

These obligations do not apply to information that:

• is publicly available through no breach of these Terms;
• was already lawfully known by the receiving party;
• is independently developed without use of the confidential information; or
• must be disclosed by law or a competent authority.

Each party remains responsible for ensuring that its representatives and service providers who receive confidential information comply with confidentiality obligations consistent with this section.

Third-party services

The Platform may integrate with or depend on third-party services, including hosting providers, AI infrastructure, authentication providers, data providers and other technology services.

Third-party services may be subject to separate terms and privacy policies.

Liminal is not responsible for failures, changes or unavailability of third-party services outside its reasonable control.

The Customer authorises Liminal to use such third-party services as reasonably necessary to provide the Platform.

Liminal may change third-party service providers where reasonably necessary to operate, secure or improve the Platform.

Availability and changes to the Platform

Liminal will use reasonable efforts to keep the Platform available.

The Platform may occasionally be unavailable due to:

• maintenance;
• updates;
• security incidents;
• infrastructure failures;
• third-party service failures; or
• circumstances outside Liminal's reasonable control.

Liminal may modify, improve or discontinue features of the Platform from time to time.

Where a material change substantially reduces the core functionality of a paid service, Liminal will provide reasonable notice where practicable.

Liminal does not guarantee any particular availability, uptime, response time or level of performance unless expressly agreed in a separate written service level agreement.

Security

Liminal will maintain reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, loss, misuse or disclosure.

The Customer acknowledges that no internet-based service can be completely secure.

The Customer is responsible for maintaining appropriate security practices for its own systems, accounts and Users.

Warranties and disclaimers

Liminal warrants that it will provide the Platform with reasonable care and skill.

Except as expressly stated in these Terms, the Platform is provided on an “as available” basis.

To the maximum extent permitted by law, Liminal does not warrant that:

• the Platform will be uninterrupted or error-free;
• AI outputs will be accurate or complete;
• candidate information will be accurate or current;
• the Platform will identify every suitable candidate;
• the Platform will produce a particular recruitment outcome; or
• the Platform will meet every Customer requirement.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

Except as expressly stated in these Terms, Liminal disclaims all other warranties, conditions and representations, whether express, implied or statutory, including any implied warranties of satisfactory quality, fitness for a particular purpose, title or non-infringement, to the maximum extent permitted by law.

Limitation of liability

To the maximum extent permitted by law, Liminal will not be liable for:

• indirect or consequential loss;
• loss of profits;
• loss of revenue;
• loss of business;
• loss of anticipated savings;
• loss of goodwill; or
• loss arising from recruitment or employment decisions made by the Customer.

Subject to the exclusions below, Liminal's total aggregate liability arising out of or in connection with the Platform or these Terms will not exceed the greater of:

(a) the fees paid or payable by the Customer to Liminal during the twelve months immediately preceding the event giving rise to the claim; or

(b) £1,000.

Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• deliberate misconduct; or
• any other liability that cannot legally be limited or excluded.

The parties may agree different liability caps in a separate written agreement or DPA.

Indemnity

The Customer will indemnify Liminal against third-party claims, losses and reasonable costs arising from:

• the Customer's unlawful use of the Platform;
• the Customer's breach of applicable data protection or employment law;
• the Customer's unlawful recruitment practices;
• Customer Data that infringes a third party's rights; or
• the Customer's material breach of these Terms.

This section does not apply to the extent that the relevant claim was caused by Liminal's breach of these Terms or applicable law.

Liminal will promptly notify the Customer of any claim for which it seeks indemnification, provide reasonable cooperation at the Customer's expense, and allow the Customer reasonable control of the defence and settlement of the claim, provided that the Customer may not settle any claim in a manner that admits liability on behalf of Liminal or imposes obligations on Liminal without Liminal's prior written consent.

Suspension

Liminal may suspend or restrict access to the Platform where reasonably necessary to:

• protect the security or integrity of the Platform;
• prevent unlawful or abusive activity;
• comply with legal obligations;
• address a material breach of these Terms; or
• prevent harm to Liminal, its customers or other Users.

Where reasonably practicable, Liminal will notify the Customer before suspension and provide an opportunity to remedy the relevant issue.

Liminal may also suspend access where continued provision of the Platform would expose Liminal or a third party to a material legal, regulatory or security risk.

Termination

Either party may terminate a Subscription in accordance with the applicable subscription or order terms.

Liminal may terminate these Terms immediately where the Customer:

• materially breaches these Terms and fails to remedy the breach within a reasonable period after notice;
• uses the Platform unlawfully;
• repeatedly breaches the acceptable-use requirements; or
• becomes insolvent or ceases to carry on business.

Either party may terminate these Terms or an applicable Subscription for material breach by the other party where the breach remains uncured for thirty (30) days after written notice, or such shorter period as may be reasonably required for breaches relating to security, unlawful use or non-payment.

Upon termination, the Customer's right to access the Platform will end.

Subject to applicable agreements and legal requirements, Liminal will make Customer Data available for export for a reasonable period following termination and will subsequently delete it in accordance with its retention policies and applicable DPA.

Termination will not affect any rights, obligations or liabilities that accrued before termination.

Survival

Provisions which by their nature should continue after termination will survive termination, including provisions relating to:

• intellectual property;
• confidentiality;
• data protection;
• liability;
• indemnity;
• payment obligations; and
• governing law.

Governing law and jurisdiction

These Terms and any dispute arising from them are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction over disputes arising from or in connection with these Terms, subject to any mandatory rights or jurisdiction that cannot legally be excluded.

General

Changes to these Terms

Liminal may update these Terms from time to time.

Where Liminal makes a material change, Liminal will provide reasonable notice where practicable, including by posting the updated Terms on its website or notifying the Customer through the Platform or by email.

Changes will take effect on the date specified in the notice. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

Order of precedence

If there is a conflict between these Terms and an applicable Order Form, Subscription agreement or DPA, the following order of precedence will apply:

1. the DPA, but only with respect to data protection matters;
2. the applicable Order Form or Subscription agreement;
3. these Terms; and
4. other policies or documents incorporated by reference.

Entire agreement

These Terms, together with any applicable order form, subscription agreement, DPA and other documents expressly incorporated into them, constitute the agreement between the parties regarding the Platform.

Liminal may assign or transfer its rights and obligations under these Terms as part of a merger, acquisition, restructuring or sale of substantially all of its business or assets.

The Customer may not assign these Terms without Liminal's prior written consent.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in effect.

Failure to enforce a provision does not constitute a waiver of that provision.

Neither party will be liable for delay or failure to perform its obligations where the delay or failure results from circumstances beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labour disputes, internet or telecommunications failures, or failures of third-party infrastructure.

Contact

If you have questions about these Terms, please contact us using the details above.