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Vente AI Business Terms of Service

Last updated: 17 August 2026

These Business Terms of Service (Terms) govern the supply of the Services by Vente AI Ltd, company number 15621102, whose registered office is at Collective Auction Rooms, 5-7 Buck Street, London, England, NW1 8NJ (Vente, we, us), to the business identified during checkout or in an Order (Customer, you).

These Terms are for business customers only. You confirm that you are acting wholly or mainly for purposes relating to your trade, business, craft or profession and not as a consumer.

Important commercial terms

Before placing an Order, please note:

  • your Order will identify either a Fixed-Term Plan or a Rolling Quarterly Plan;
  • a Fixed-Term Plan has a 12-month minimum commitment unless the Order says otherwise, and paying monthly does not create a monthly cancellable contract;
  • a Rolling Quarterly Plan renews for successive three-month periods and requires at least 30 days' written notice before the next Quarterly Renewal Date to avoid the next quarterly charge;
  • a Fixed-Term Plan automatically renews for successive 12-month periods unless either party gives at least 60 days' written notice of non-renewal;
  • fees and Lead Credits are non-cancellable and non-refundable except where these Terms expressly say otherwise or the law requires;
  • if you end the contract without a contractual right to do so, the unpaid charges for the remainder of your committed Term remain payable, less costs Vente reasonably saves;
  • Vente's liability is limited as set out in clause 15, including a total cap equal to the lower of the fees paid by you and GBP 5,000; and
  • the person accepting these Terms confirms that they are authorised to bind the Customer.
  • You accept these Terms when an authorised representative ticks the acceptance box and submits an Order through Vente's checkout. Vente will confirm the Order electronically. No handwritten or electronic signature, and no countersignature by Vente, is required.

    If you do not agree, do not place an Order or use the Services.

    1. Definitions

    Account means the Customer's account for the Services.

    Career Site means a publicly accessible employer career website selected by the Customer for monitoring through the Services.

    Career Site Slot means one active allocation allowing Vente to monitor one Customer-selected Career Site at a time and automatically create leads from relevant vacancies identified there.

    Connected Service means a third-party CRM, ATS, outreach platform or other system connected to the Services by or for the Customer.

    Content means leads, job records, contact details, company information, enriched metadata, reports, signals, scores, outputs and other information made available through the Services.

    Contract means these Terms, the applicable Order and the Data Processing Terms in Schedule 1.

    Customer Data means information, files and other data supplied or uploaded by or for the Customer to the Services, including candidate information.

    Data Broker Services means Vente's collection, compilation, organisation, verification, enrichment, licensing and supply of business contact, company, vacancy and hiring information obtained from publicly available and licensed third-party sources.

    Fixed-Term Plan means a plan identified as fixed-term in the Order. Unless the Order says otherwise, its Initial Term is 12 months.

    Initial Term means the first committed contract period stated in the Order. For a Fixed-Term Plan, it is 12 months unless the Order says otherwise. For a Rolling Quarterly Plan, it is the three-month period beginning on the Start Date.

    Lead Credit means the unit of consumption described in the Order. Unless the Order says otherwise, one Lead Credit permits the Customer to access or receive one lead or job record and the associated company name, together with enriched metadata where available.

    Order means the plan, package or order summary presented to and submitted by the Customer through Vente's checkout or another recorded online ordering process. It includes the price, billing frequency, Start Date, Lead Credit allocation, included features and any special terms shown before acceptance.

    Renewal Term means each renewal period described in clause 9.

    Pipelines means Vente's workflow functionality for creating and scheduling business-development follow-up tasks and, where configured, writing activity records and status changes to Connected Services.

    Quarterly Renewal Date means the date immediately following the end of the current three-month period of a Rolling Quarterly Plan. Unless the Order states otherwise, it falls every three calendar months after the Start Date.

    Rolling Quarterly Plan means a plan identified as rolling quarterly in the Order. It has successive three-month committed periods and does not have a 12-month minimum term.

    Services means Vente's recruiter-focused business development, lead-generation and related platform services described in the Order, which may include the Data Broker Services, Career Site Scraping, Pipelines and integrations.

    Start Date means the start date displayed in the Order or, if none is displayed, the date Vente confirms the Order.

    Term means the Initial Term and any Renewal Term.

    2. Contract formation and priority

    2.1 The person submitting an Order confirms that they are at least 18 years old and have authority to bind the Customer. The Customer is responsible for Orders submitted through its Account or business email domain.

    2.2 The Contract is formed when Vente confirms an Order after the Customer has affirmatively accepted these Terms. Automated confirmation is sufficient.

    2.3 If Contract documents conflict, the following order applies:

  • any special terms expressly stated in the Order;
  • the remaining provisions of the Order;
  • Schedule 1 for matters concerning processing of Customer Candidate Data; and
  • these Terms.
  • 2.4 A Customer purchase order, procurement portal term or similar document is administrative only and does not amend the Contract, even if Vente processes it, unless Vente expressly accepts the amendment through a recorded online process or in writing through an authorised representative.

    2.5 The version of these Terms identified in the Order applies throughout the current Term. Later website changes do not retrospectively amend an existing Contract. Vente will retain a durable copy of the accepted version and completed Order and will make it available to the Customer electronically.

    3. Services

    3.1 Vente will provide the Services described in the Order. Features may include lead discovery and prioritisation; Career Site Scraping; job, company, funding and hiring-manager intelligence; contact enrichment; Hiring Stress Scores and other proprietary signals; Spec CV and candidate-to-opportunity matching; reposted-job analysis; saved searches and filtering; Pipelines; team administration and reporting; AI-assisted data cleaning and classification; and integrations, APIs, CRM/ATS delivery, autopush and multipush functionality.

    3.2 Onboarding, training, implementation, integrations, setup services and mobile-number coverage are included only where the Order says they are included.

    3.3 The Customer must provide accurate information, access and cooperation reasonably required for implementation and delivery.

    3.4 Vente will provide the Services with reasonable care and skill.

    3.5 New, beta, trial, preview and “coming soon” functionality is not included in the Customer's purchased Services unless the Order or Account expressly identifies it as available to the Customer. Vente may apply additional reasonable usage or technical conditions to beta, trial or preview functionality.

    Career Site Scraping

    3.6 The number of Career Site Slots included in the Customer's plan is shown in the Order. Each Career Site Slot permits the Customer to select one Career Site for automated monitoring. When Vente identifies a vacancy on that Career Site that meets the Customer's configured criteria, the Services may automatically create a lead and enrich it with available Content.

    3.7 The Customer may replace a monitored Career Site during the subscription through the available Account functionality or by asking Vente support. A replacement may require reasonable technical setup time. Replacing a Career Site does not increase the number of simultaneous Career Site Slots included in the Order.

    3.8 Career Site Scraping depends on the relevant website remaining publicly accessible and technically compatible. Vente does not guarantee continuous monitoring, a particular scan frequency, or that every vacancy, amendment or removal will be identified. A Career Site may block automated access, change its structure, impose technical controls or become unavailable without notice.

    3.9 Vente may decline, pause or stop monitoring a Career Site where it reasonably believes continued monitoring would breach law or third-party rights, create a security or operational risk, circumvent an access control, or be technically impracticable. Where practicable, Vente will notify the Customer and allow it to select a replacement Career Site.

    3.10 Lead Credits for leads created through Career Site Scraping are consumed only as described in the Order or the relevant product screen. The Customer remains responsible for checking each resulting lead before using it.

    Pipelines

    3.11 Where Pipelines is included, the Customer may use it to create and schedule follow-up tasks and to organise business-development activity. Pipeline schedules, reminders and statuses are workflow aids only. The Customer remains responsible for reviewing them and completing each task.

    3.12 Pipelines does not itself send emails, LinkedIn messages, Spec CV communications, make telephone calls or otherwise contact a person unless the Order or relevant product screen expressly states that a particular automated communication feature is included and enabled.

    3.13 The Customer determines and is responsible for the recipients, content, timing, method and lawful basis of its outreach, including compliance with privacy, direct-marketing, anti-spam, suppression-list and communications laws and the terms of each communications channel.

    Integrations and Connected Services

    3.14 By connecting or asking Vente to connect a Connected Service, the Customer authorises Vente to access that Connected Service and to create, read, map, transmit and update the records and fields reasonably required for the configured integration. Depending on the configuration, this may include companies, contacts, leads, vacancies, opportunities, deals, notes, tasks, activity records, status changes, ownership assignments, tags, custom fields and campaign enrolments.

    3.15 The Customer warrants that it has authority to connect the Connected Service and grant the required access. It is responsible for selecting and approving field mappings, routing rules, owners, filters, workflows and other configuration. The Customer must test and review the integration before relying on automated delivery.

    3.16 Vente may provide duplicate detection, data cleaning, field mapping, routing, autopush or multipush functionality, but does not guarantee that every duplicate, mapping error, formatting issue or incorrect destination will be identified or prevented. The Customer must maintain appropriate backups and review material automated changes.

    3.17 Integrations depend on third-party APIs, permissions, rate limits and availability. Vente is not responsible for changes or failures outside its reasonable control. Disconnecting an integration stops future authorised transfers after the disconnection takes effect but does not automatically delete or reverse records previously transferred to a Connected Service.

    4. Lead Credits and Content

    4.1 Lead Credits are consumed when the applicable result is accessed, generated, exported or delivered, as described in the Order or relevant product screen.

    4.2 Unless the Order expressly says otherwise:

  • monthly Lead Credits do not roll over to a later month;
  • unused prepaid Lead Credits expire at the end of the applicable Term;
  • Lead Credits are non-transferable; and
  • Lead Credits and fees are non-refundable.
  • 4.3 Content may include commercial signals, company attribution, contact information, company size, hiring activity, recruiter-team information, international hiring indicators and phone numbers. Availability varies by record and source.

    4.4 The Services use automated enrichment, third-party sources and probabilistic models. Content may be incomplete, approximate, delayed or inaccurate. Vente does not guarantee that Content will produce any placement, response, revenue or other business outcome.

    4.5 Content supports the Customer's decisions but is not legal, compliance, recruitment or investment advice. The Customer must carry out its own checks before relying on Content or contacting any person.

    5. Licence and Accounts

    5.1 Subject to payment and compliance with the Contract, Vente grants the Customer during the Term a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services and Content solely for the Customer's internal business development activities.

    5.2 The permitted number of users is stated in the Order. If unlimited users are included, this covers only the Customer's employees, individual contractors and agents acting for the Customer's internal business purposes.

    5.3 The Customer must:

  • administer user access and permissions;
  • keep credentials secure and confidential;
  • promptly disable access for people who no longer require it;
  • ensure its users comply with the Contract; and
  • notify Vente promptly of suspected unauthorised access or a security incident affecting the Services.
  • 5.4 The Customer is responsible for activity under its Accounts except to the extent caused by Vente's breach of the Contract.

    6. Acceptable use

    6.1 The Customer must not, and must not permit anyone to:

  • resell, sublicense, disclose or commercially exploit the Services or Content for a third party's benefit except as expressly agreed;
  • systematically scrape, harvest, reproduce, aggregate or create a competing database from the Services except through an expressly authorised export or API;
  • reverse engineer, decompile, disassemble or attempt to derive source code, models, algorithms or trade secrets, except to the limited extent the law prevents this restriction;
  • circumvent technical limits, security controls or Lead Credit mechanisms;
  • use bots, crawlers, automated scripts or similar means except through an authorised API or written permission;
  • upload malicious code, interfere with availability, test vulnerabilities without permission or access another customer's data;
  • use the Services or Content unlawfully, deceptively, discriminatorily, for harassment, or in breach of privacy, direct-marketing or communications law;
  • use the Services or Content to build, train or improve a competing product or service; or
  • remove or obscure proprietary notices.
  • 6.2 Vente may investigate suspected misuse and proportionately restrict or suspend affected access where reasonably necessary to protect the Services, data, users or third parties, comply with law, prevent fraud or address a material breach. Where practicable, Vente will notify the Customer and allow it to remedy the issue.

    7. Customer responsibilities

    7.1 The Customer is independently responsible for deciding whether and how to use Content. It must comply with applicable privacy, direct-marketing, anti-spam, employment, equality and communications laws and maintain any required notices, lawful bases, suppression lists and opt-out processes.

    7.2 The Customer warrants that it has all rights, permissions and lawful bases needed for Vente to receive and process Customer Data in accordance with the Contract.

    7.3 The Customer must not submit special-category personal data, criminal-offence data, financial account credentials or government identity numbers unless the Order expressly permits it and appropriate safeguards have been agreed.

    8. Fees and payment

    8.1 The Customer must pay the recurring, usage-based and one-off fees shown in the Order. Unless expressly stated otherwise, fees exclude VAT and other applicable taxes, which the Customer must pay in addition.

    8.2 The Customer authorises Vente and its payment provider to charge the selected payment method at checkout and automatically on each billing date during the Term for recurring fees, properly incurred usage charges and applicable taxes. The billing frequency is a payment schedule only and does not shorten the committed Term.

    8.3 The Customer must maintain a valid payment method and accurate billing information throughout the Term. Vente may issue invoices and receipts electronically.

    8.4 If an undisputed amount is overdue, Vente may:

  • retry the selected payment method;
  • suspend access after reasonable notice;
  • charge statutory interest, fixed compensation and reasonable recovery costs available under the Late Payment of Commercial Debts (Interest) Act 1998; and
  • exercise any other contractual or legal remedy.
  • 8.5 The Customer must notify Vente of a good-faith billing dispute within 14 days after the relevant invoice or charge, giving reasonable details. The parties will seek to resolve it promptly. Undisputed amounts remain payable.

    8.6 Except where the Contract expressly provides otherwise or the law requires, all fees and Lead Credit purchases are non-cancellable and non-refundable. A quarterly renewal payment properly charged under clause 9.4 is non-refundable and gives the Customer access for the complete renewed three-month period.

    9. Term and automatic renewal

    9.1 The Contract starts on the Start Date. The Order will identify the plan as a Fixed-Term Plan or a Rolling Quarterly Plan.

    9.2 Fixed-Term Plans. Unless the Order expressly says otherwise, a Fixed-Term Plan has a 12-month Initial Term and the Customer has no right to terminate it for convenience during a current committed Term.

    9.3 A Fixed-Term Plan automatically renews for successive 12-month Renewal Terms unless either party gives the other at least 60 days' written notice of non-renewal before the end of the current Term.

    9.4 Rolling Quarterly Plans. A Rolling Quarterly Plan has no 12-month minimum term. It begins with an initial three-month committed period and automatically renews on each Quarterly Renewal Date for a further three-month committed period unless either party gives written notice of non-renewal at least 30 calendar days before that Quarterly Renewal Date.

    9.5 If Vente receives a Rolling Quarterly Plan non-renewal notice fewer than 30 calendar days before the next Quarterly Renewal Date:

  • the notice is too late to prevent that renewal;
  • the Contract renews for one further three-month period;
  • the next quarterly payment will be taken and is non-refundable; and
  • the notice will take effect at the end of that renewed three-month period, so no later quarterly renewal payment will be taken.
  • The Customer remains entitled to use the Services throughout the paid renewed period.

    Example: if the next Quarterly Renewal Date and payment date is 1 October, Vente must receive notice no later than 1 September to prevent the 1 October renewal and charge. Notice received on or after 2 September takes effect at the end of the renewed period beginning 1 October.

    9.6 The Customer may give non-renewal notice for a Rolling Quarterly Plan at any time. Giving notice does not end the current paid period early and does not create a refund right.

    9.7 Vente may change pricing for a Renewal Term by giving at least 60 days' notice for a Fixed-Term Plan or at least 30 days' notice for a Rolling Quarterly Plan before that Renewal Term begins. A renewal price does not change fees during the current Term.

    9.8 Stopping use, deleting an Account, removing a payment method or asking a payment provider to stop charges does not terminate the Contract or remove the Customer's payment obligations.

    10. Termination and suspension

    10.1 Either party may terminate the Contract by written notice if the other party materially breaches it and, where the breach can be remedied, fails to remedy the breach within 30 days after receiving written notice describing it.

    10.2 Either party may terminate immediately if the other enters liquidation, administration or another insolvency process, ceases business or is unable to pay its debts, except where applicable law prevents termination.

    10.3 Vente may suspend access without liability where the Customer:

  • fails to pay an undisputed amount when due and does not remedy that failure after reasonable notice;
  • creates a material security or legal risk;
  • materially breaches clause 6 or 7; or
  • uses the Services in a way that may harm Vente, another customer or a third party.
  • 10.4 Suspension does not end the Contract or relieve the Customer of payment obligations.

    10.5 The fees reflect the Customer's commitment for the whole current committed Term: the applicable 12-month or other fixed period for a Fixed-Term Plan, or the current three-month period for a Rolling Quarterly Plan. Where fees are paid in monthly or other instalments, that is a payment schedule only. If the Customer purports to terminate without a contractual right, repudiates the Contract, or Vente terminates for the Customer's unremedied material breach, all unpaid charges for the remainder of the current committed Term become immediately due, less any costs Vente reasonably saves as a direct result of not continuing to provide the Services. This clause does not limit Vente's duty to mitigate loss where the law requires it.

    10.6 If the Customer validly terminates for Vente's unremedied material breach, Vente will refund prepaid recurring fees attributable to the period after termination and unused prepaid Lead Credits attributable to that period.

    10.7 On expiry or termination:

  • the Customer's access and licence end immediately;
  • the Customer must stop using the Services and Content, subject to lawful retention rights;
  • all accrued amounts remain payable; and
  • clauses intended to survive will continue, including confidentiality, intellectual property, data protection, liability, indemnities, payment and dispute provisions.
  • 11. Service operation and changes

    11.1 Vente does not guarantee uninterrupted or error-free availability. Maintenance, upgrades, third-party failures and events outside Vente's reasonable control may affect the Services.

    11.2 Vente may improve, update, replace or discontinue functionality. It will use commercially reasonable efforts to give advance notice of a change that foreseeably and materially impairs the Customer's use during the current Term.

    11.3 Vente will not materially reduce the overall core functionality purchased during the current Term without providing a reasonable substitute, remedy or right to terminate the materially affected Service.

    11.4 Integrations, payment services, communications tools and external data sources may be governed by third-party terms and may change or become unavailable. Vente is not responsible for third-party services outside its control, but this does not excuse obligations Vente expressly undertakes in the Order.

    12. Data protection and security

    12.1 Each party will comply with data protection law applicable to its processing under the Contract, including the UK GDPR and Data Protection Act 2018 where applicable.

    12.2 Each party acts as an independent controller for personal data where it determines the purposes and means of processing.

    12.3 Where Vente processes Customer Candidate Data solely on the Customer's documented instructions as a processor, Schedule 1 applies.

    12.4 Vente will maintain appropriate technical and organisational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, taking account of the nature of the data and processing risks.

    12.5 Vente's Privacy Policy describes its processing of account, website and service-administration data. Accepting the Contract is not consent to optional direct marketing.

    12.6 Data Broker Services. The Customer acknowledges that Vente operates as a data broker in relation to the Data Broker Services. Vente collects and licenses business contact, company, vacancy and hiring information from publicly available and licensed third-party sources and determines the purposes and means of compiling, verifying, enriching, maintaining and licensing that database. Vente acts as an independent controller for that processing.

    12.7 When the Customer receives personal data through the Data Broker Services, the Customer acts as a separate independent controller for its subsequent use. The Customer must independently identify and document an appropriate lawful basis, provide required privacy information, honour applicable individual rights and objections, and comply with privacy and direct-marketing law. Vente's provision of a record does not represent that every proposed use by the Customer is lawful.

    12.8 Schedule 1 does not apply to personal data supplied to the Customer through the Data Broker Services. It applies only to Customer Candidate Data that Vente processes solely on the Customer's documented instructions as described in that Schedule.

    12.9 Each party is independently responsible for responding to rights requests concerning personal data for which it is controller. The parties will provide reasonable assistance where a request concerns both parties' processing.

    13. Intellectual property and data

    13.1 Vente and its licensors retain all intellectual property rights in the Services, Content, software, models, algorithms, documentation, designs, databases and improvements. No rights transfer except the express licence in clause 5.

    13.2 As between the parties, the Customer retains its rights in Customer Data. The Customer grants Vente a non-exclusive, worldwide licence during the Term to host, copy, transmit and otherwise process Customer Data only as reasonably necessary to provide, secure, support and improve the Services in accordance with the Contract and applicable law.

    13.3 If the Customer voluntarily provides feedback, Vente may use it without restriction or payment, provided this does not permit Vente to disclose Customer Confidential Information or identify an individual contrary to applicable law.

    13.4 Vente may create and use statistics and insights derived from operation of the Services where they do not identify the Customer or any individual and cannot reasonably be used to reconstruct Customer Data.

    14. Confidentiality

    14.1 Each recipient must keep the other party's non-public business, technical, security and commercial information confidential, use it only in connection with the Contract, and disclose it only to personnel, contractors and professional advisers who need to know it and are bound by confidentiality duties.

    14.2 Confidential Information does not include information the recipient can demonstrate:

  • was lawfully known without restriction;
  • becomes public without breach;
  • was independently developed without use of the information; or
  • was lawfully received from a third party without restriction.
  • 14.3 A recipient may disclose information to the extent required by law or court order. Where legally permitted, it must give advance notice and reasonable assistance to seek protective treatment.

    14.4 These duties continue for five years after disclosure. Trade secrets remain protected for as long as they remain trade secrets.

    15. Liability

    15.1 Nothing in the Contract limits or excludes liability for:

  • death or personal injury caused by negligence;
  • fraud or fraudulent misrepresentation;
  • breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, where applicable; or
  • any liability that cannot lawfully be limited or excluded.
  • 15.2 Subject to clause 15.1, Vente is not liable for:

  • loss of profit, revenue, business, contracts, anticipated savings, goodwill or reputation;
  • loss, corruption or restoration of data;
  • the cost of procuring substitute services; or
  • any indirect, special, incidental, exemplary or consequential loss,
  • whether arising in contract, tort including negligence, breach of statutory duty or otherwise.

    15.3 Subject to clause 15.1, Vente's total aggregate liability arising out of or in connection with the Contract, including liability under any indemnity, will not exceed the lower of:

  • the total fees actually paid by the Customer to Vente under the applicable Order during the 12 months immediately preceding the event giving rise to the claim; and
  • GBP 5,000.
  • 15.4 The cap in clause 15.3 is a single aggregate cap for all events and claims arising during the Contract, not a separate cap for each claim, claimant, Order, year or cause of action.

    15.5 Subject to clause 15.1 and applicable limitation law, Vente has no liability for a claim unless the Customer gives written notice describing the nature and estimated amount of the claim within three months after the Customer became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

    15.6 The parties acknowledge that the fees reflect the allocation of risk in this clause. Each restriction applies separately and survives if another restriction is found unenforceable.

    16. Indemnities

    16.1 The Customer will indemnify Vente against third-party claims, damages, liabilities and reasonable external legal costs arising from:

  • Customer Data infringing a third party's rights;
  • the Customer's unlawful outreach or other unlawful use of Content;
  • resale, scraping or redistribution in breach of the Contract; or
  • the Customer's material breach of clause 6 or 7.
  • This indemnity does not apply to the extent the claim was caused by Vente's breach or negligence.

    16.2 Vente will defend the Customer against a third-party claim that the unmodified Services, when used as permitted, infringe that party's UK intellectual property rights. Vente will pay damages finally awarded by a court or agreed in a settlement approved by Vente. Vente may obtain continued use rights, modify or replace the affected Service, or terminate it and refund prepaid fees for the unused period.

    16.3 Clause 16.2 does not cover claims caused by Customer Data, unauthorised combinations or modifications, continued use after notice, or use contrary to the Contract.

    16.4 An indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party's cost, and allow it control of the defence and settlement. No settlement may admit fault by or impose a non-monetary obligation on the indemnified party without its consent.

    16.5 Vente's obligations under clause 16.2 are subject to the exclusions and aggregate cap in clause 15.

    17. Notices

    17.1 Routine notices may be sent to the Account email address.

    17.2 Notices of non-renewal, material breach, termination or legal claims must be in writing. Notices to Vente must be sent to [email protected]. Notices to the Customer must be sent to the billing or administrator email in the Order.

    17.3 Email is deemed received when sent if no delivery-failure message is received. An email sent outside 09:00 to 17:00 on a business day in England is deemed received at 09:00 on the next business day.

    17.4 This clause does not govern service of legal proceedings.

    18. Changes to these Terms

    18.1 Vente may update these Terms for future Orders at any time.

    18.2 For an existing Contract, a revised version will apply only from a Renewal Term if Vente identifies the revised version and gives at least 60 days' notice for a Fixed-Term Plan or at least 30 days' notice for a Rolling Quarterly Plan. Changes to pricing follow clause 9.7.

    18.3 A change will not apply during the current Term where it materially reduces the Customer's rights or increases its financial commitments, unless required by law or affirmatively accepted by the Customer through a recorded online process.

    19. General

    19.1 The Contract is the entire agreement about its subject matter and supersedes earlier proposals, discussions and agreements. Each party acknowledges it has not relied on a statement not set out in the Contract. Nothing excludes fraud or fraudulent misrepresentation.

    19.2 Except as permitted by clause 18, an amendment must be accepted through a recorded online process or agreed in writing by authorised representatives of both parties. No signature is required if the method used objectively records agreement.

    19.3 The Customer may not assign the Contract without Vente's prior written consent. Vente may assign it to an affiliate or as part of a merger, reorganisation or sale of all or substantially all of the relevant business or assets, on written notice.

    19.4 Neither party is liable for delay or failure caused by events beyond its reasonable control, except that this does not excuse payment for Services already supplied. The affected party must use reasonable efforts to mitigate the effect.

    19.5 The parties are independent contractors. The Contract does not create a partnership, joint venture, agency, fiduciary or employment relationship.

    19.6 A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce the Contract.

    19.7 If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary or deleted without affecting the remainder.

    19.8 A waiver must be in writing and applies only to the stated circumstances. Delay in exercising a right is not a waiver.

    19.9 The Contract may be formed and amended through recorded electronic acceptance. Vente may retain the accepted Terms, completed Order, timestamp, Account identifier, IP address, user-agent information, verification result, payment reference and document hash as evidence of the Contract. This information will be handled in accordance with applicable data protection law.

    20. Governing law and disputes

    20.1 Before starting proceedings, each party will refer the dispute to a senior representative and attempt in good faith to resolve it for at least 30 days. This does not prevent urgent injunctive relief, debt recovery or action required to meet a limitation deadline.

    20.2 The Contract and any non-contractual obligations arising from it are governed by the laws of England and Wales.

    20.3 The courts of England and Wales have exclusive jurisdiction.

    21. Contact details

    Vente AI Ltd

    Company number: 15621102

    Registered office: Collective Auction Rooms, 5-7 Buck Street, London, England, NW1 8NJ

    General contact: [email protected]

    Legal notices: [email protected]

    Schedule 1 - Data Processing Terms

    1. Scope and roles

    1.1 This Schedule applies only where the Customer uploads or otherwise supplies CVs and candidate personal data to Vente for parsing, matching and related Customer-requested functionality (Customer Candidate Data). For that processing, the Customer is the controller and Vente is the processor, unless applicable law determines otherwise.

    1.2 The Customer instructs Vente to process Customer Candidate Data only to parse candidate information, identify and rank potentially relevant opportunities, return results to the Customer, provide support, secure and maintain that functionality, and follow further documented lawful instructions agreed by the parties.

    1.3 The processing lasts for the Term and any limited period afterwards needed to return or delete Customer Candidate Data in accordance with this Schedule.

    1.4 The processing may include collection, upload, recording, extraction, parsing, organisation, storage, retrieval, consultation, comparison, matching, ranking, analysis, return of results, support, restriction, deletion and destruction.

    1.5 Customer Candidate Data may include a candidate's name, business and personal contact details, location, employment and professional history, education, qualifications, skills, experience, job titles, industry background, seniority, availability, preferences and other information contained in or submitted with a CV. The data subjects are candidates whose information the Customer uploads or supplies.

    1.6 The Customer must not submit special-category personal data, criminal-offence data, government identity numbers or other data prohibited by clause 7.3 unless expressly agreed in the Order. The Customer is responsible for reviewing CVs and removing unnecessary data before upload.

    2. Vente's processor obligations

    2.1 Vente will:

  • process Customer Candidate Data only on the Customer's documented instructions, including for international transfers, unless UK law requires otherwise;
  • inform the Customer before processing required by law unless the law prohibits notice;
  • ensure persons authorised to process Customer Candidate Data are subject to confidentiality obligations;
  • implement appropriate technical and organisational measures required by Article 32 UK GDPR;
  • taking account of the nature of processing, reasonably assist the Customer through appropriate technical and organisational measures with data-subject requests;
  • taking account of the nature of processing and information available, reasonably assist the Customer with security, breach notification, impact assessment and prior-consultation obligations;
  • notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Candidate Data;
  • make available information reasonably necessary to demonstrate compliance with Article 28 UK GDPR; and
  • immediately inform the Customer if, in Vente's opinion, an instruction infringes applicable data protection law.
  • 3. Sub-processors

    3.1 The Customer gives Vente general written authorisation to appoint sub-processors.

    3.2 A current list of Vente's sub-processors is available on request from [email protected]. Vente will give reasonable advance notice of any new material sub-processor and allow the Customer to object on reasonable data-protection grounds.

    3.3 Vente will impose data-protection obligations on each sub-processor that provide an equivalent level of protection for Customer Candidate Data as this Schedule. Vente remains responsible to the Customer for the sub-processor's performance of those obligations.

    4. International transfers

    4.1 Vente will not transfer Customer Candidate Data outside the United Kingdom unless the transfer complies with applicable data protection law through an adequacy regulation, the UK International Data Transfer Agreement, the UK Addendum to approved standard contractual clauses, or another lawful transfer mechanism.

    5. Return and deletion

    5.1 At the end of the relevant Services and at the Customer's choice, Vente will delete or return Customer Candidate Data and delete existing copies unless UK law requires storage.

    5.2 Customer Candidate Data retained temporarily in secure backups will be put beyond ordinary use and deleted in accordance with Vente's standard backup cycle, unless law requires longer retention.

    6. Audits

    6.1 Vente will allow and contribute to reasonable audits and inspections by the Customer or its independent auditor concerning the processing of Customer Candidate Data.

    6.2 Audits must normally be conducted no more than once in any 12-month period, on at least 30 days' notice, during normal business hours, without access to another customer's data and without unreasonable disruption. These restrictions do not apply following a material personal data breach or where a regulator requires otherwise.

    6.3 Vente may first satisfy an audit request by providing recent independent audit reports, certifications, questionnaires and other relevant compliance information. The Customer bears its audit costs and will reimburse Vente's reasonable costs for additional assistance unless the audit identifies a material breach by Vente.