Terms of Service

1. Scope of Services

Kruiterly provides professional services that may include:

• Recruiting technology consulting and strategy
• ATS/CRM implementation and configuration support
• Custom API integrations and automation
• Data migration, data mapping, and data validation support
• Custom software development, scripting, and tooling
• Website design/hosting coordination (if applicable)
• Retained support and maintenance services

Specific deliverables, timelines, responsibilities, and fees will be defined in one or more written agreements, statements of work ("SOW"), proposals, order forms, or invoices (each an "Order"). If there is a conflict between these Terms and an Order, the Order controls for that engagement.

2. Client Responsibilities

To perform the Services effectively, Client agrees to:

• Provide accurate requirements, timely feedback, and necessary access (systems, credentials, environments, data, and documentation)
• Ensure appropriate internal approvals and stakeholder availability
• Maintain backups of systems and data unless otherwise agreed in writing
• Use secure methods for sharing credentials and data (e.g., password managers, temporary credentials, least privilege access)
• Comply with applicable laws and platform terms (including ATS/vendor terms and licensing)

Delays caused by missing inputs, lack of access, or slow approvals may impact delivery timelines and may require rescheduling.

3. Accounts, Credentials, and Access

Client may provide access to third-party systems (ATS, CRM, job boards, email, cloud platforms, etc.). Client represents it has the legal right to grant such access.

Kruiterly will:

• Use access strictly to perform Services
• Use reasonable security practices and least-privilege principles
• Recommend secure credential exchange methods
• Remove/relinquish access when no longer needed or upon request, when feasible

Client remains responsible for the security configuration of its systems unless otherwise stated in an Order.

4. Professional Judgment; No Guaranteed Outcomes

Kruiterly provides professional services based on experience, Client inputs, and best practices. Because the Services often involve third-party systems and Client-managed environments, results may vary, and Kruiterly does not guarantee specific outcomes, performance metrics, hiring results, business results, or uninterrupted operation of third-party platforms.

5. Retained Hours (Support Blocks)

If Client purchases a retained-hours package ("Retainer"):

• Expiration: All retained hours are valid for six (6) months from the purchase date unless otherwise stated in an Order.
• Non-Refundable: Retained hours are non-refundable once purchased (unless required by law or expressly stated in writing).
• Scheduling: Work is scheduled subject to availability; urgent requests may require additional fees or prioritization terms.
• Minimum Increments: Time is billed in 15-minute increments.
• Out-of-Scope: Work outside the Retainer scope may require a separate Order or additional hours.

6. Fees, Invoicing, and Payment

Fees are set forth in the applicable Order. Unless otherwise stated:

• Invoices are due upon receipt or within 14 days.
• Late payments may result in suspension of Services until accounts are current.
• Client is responsible for taxes, except taxes on Kruiterly's income.
• Third-Party Costs: Client is responsible for third-party fees (software licenses, hosting, API usage, SMS/email costs, paid tools, etc.) unless explicitly included.

7. Change Requests

If Client changes scope, requirements, timelines, or stakeholders after work begins, Kruiterly may:

• Provide a revised estimate, timeline, or fees
• Pause work until changes are approved in writing

8. Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). Confidential Information includes business processes, technical information, pricing, credentials, security practices, and any personal data (PII) provided by Client.

Each party agrees to:

• Use Confidential Information only to perform or receive the Services
• Protect Confidential Information using reasonable care
• Limit access to personnel/contractors who need it to perform Services and who are bound by confidentiality obligations

Confidentiality obligations do not apply to information that is publicly available through no breach, independently developed, or rightfully obtained without restriction.

9. Personal Data (PII) and Sensitive Information

To perform Services, Kruiterly may access or process Client data that may include personally identifiable information ("PII") such as names, email addresses, phone numbers, resumes, employment history, candidate notes, and other recruiting-related data.

Kruiterly will:

• Treat Client PII as Confidential Information
• Not sell or disclose Client PII to third parties except as needed to perform Services (e.g., vendors or platforms Client uses) or as required by law
• Use reasonable administrative, technical, and organizational safeguards to protect PII

Client is responsible for ensuring it has a lawful basis to provide any PII to Kruiterly and that required notices/consents have been obtained.

10. Security; Client Backups and Testing

Kruiterly uses reasonable security practices; however, no method of transmission or storage is 100% secure. Client is responsible for maintaining backups and appropriate testing environments unless an Order states otherwise.

For production changes, Kruiterly may recommend:

• Staging/test environments
• Rollback plans
• Access restrictions
• Approval gates and change windows

Client acknowledges that development, configuration, and migration work inherently carries risk.

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." KRUITERLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Kruiterly does not warrant that Services will be error-free, uninterrupted, or that third-party systems will operate without downtime or changes.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• KRUITERLY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.
• KRUITERLY IS NOT RESPONSIBLE FOR DAMAGES CAUSED BY HUMAN ERROR OR ISSUES NOT DIRECTLY INVOLVING KRUITERLY'S ACTIONS OR OMISSIONS.
• CAP ON LIABILITY: KRUITERLY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE FEES PAID BY CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM, MINUS ANY OUT-OF-POCKET EXPENSES AND THIRD-PARTY COSTS INCURRED BY KRUITERLY IN PERFORMING THOSE SERVICES.

Some jurisdictions do not allow certain limitations; in such cases, liability is limited to the fullest extent permitted.

13. Indemnification

Client agrees to indemnify and hold harmless Kruiterly from claims arising out of:

• Client's misuse of the Services
• Client-provided content, data, or instructions
• Client's violation of laws, platform terms, or third-party rights
• Client's failure to obtain required consents/rights to share data (including PII)

14. Intellectual Property

Unless otherwise stated in an Order:

• Kruiterly retains ownership of its pre-existing materials, templates, tools, and know-how.
• Upon full payment, Client receives a non-exclusive license to use deliverables created specifically for Client for internal business purposes.
• Third-party components (libraries, platforms, APIs) remain subject to their own terms.
• If an Order states that certain deliverables are "work made for hire" or assigned, that Order governs.

15. Termination

Either party may terminate an engagement according to the applicable Order or by written notice if no termination terms exist.

Upon termination:

• Client will pay for Services performed through the termination date
• Any unused retained hours remain subject to the 6-month expiration and non-refundable terms unless otherwise required by law or stated in writing
• Kruiterly will reasonably cooperate to transition work, as agreed

16. Non-Solicitation

For the term of an engagement and for twelve (12) months afterward, Client will not solicit for employment Kruiterly personnel who directly performed Services for Client, unless otherwise agreed in writing. This does not restrict general, non-targeted job advertising.

17. Governing Law; Disputes

These Terms are governed by the laws of the State of Ohio, without regard to conflict of law principles. Venue for disputes will be in the state or federal courts located in Ohio, unless otherwise required by law.

18. Changes to These Terms

We may update these Terms from time to time. The "Effective Date" will reflect the latest version. Continued use of the Services after changes become effective constitutes acceptance.