Terms of Service

These Terms of Service (the "Terms") govern your use of the website skytalent.ai and the SaaS platform app.skytalent.ai (together, the "Service") provided by Sky Talent ApS, CVR-no. 43796003 ("Sky Talent", "we", "us" or "our"). By creating an account, signing an order form, or otherwise using the Service, you ("Customer" or "you") agree to be bound by these Terms.

If you enter into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. In that case, "Customer", "you" and "your" refer to that entity.

1. The Service

The Service is a software-as-a-service platform that allows business customers to invite test takers ("Test Takers"), administer psychometric and skills assessments (including, but not limited to, Big Five personality assessments, AI readiness assessments, and aptitude tests), and access reports and results.

We may update, modify or improve the Service from time to time. We will not materially reduce the core functionality of the Service during an active subscription term without notice.

2. Accounts and Access

To use the Service, you must create an account and provide accurate, complete and up-to-date information.
You are responsible for safeguarding your login credentials and for all activities under your account.
You must notify us immediately of any unauthorised access or suspected breach of security.
You may not share accounts or transfer them to third parties without our prior written consent.

3. Subscriptions, Fees and Payment

The Service is offered on a subscription basis. Pricing and the number of included tests are set out in the applicable order form, on our website, or as otherwise agreed in writing.
Unless otherwise agreed, subscriptions are billed monthly or annually in advance. All fees are stated exclusive of VAT and other applicable taxes, which will be added where required.
Payment is due within the period stated on the invoice. Late payments may incur interest in accordance with the Danish Interest Act (renteloven) and reasonable collection costs.
We may suspend access to the Service in case of material payment default that is not remedied within a reasonable cure period after written notice.
We may adjust prices for renewal periods by providing at least 30 days' written notice before the renewal date.

4. Term and Termination

The subscription begins on the start date set out in the order form and continues for the agreed term. Unless otherwise agreed, subscriptions automatically renew for successive periods of the same length unless terminated by either party with at least 30 days' notice before the end of the current term.
Either party may terminate the agreement for cause with immediate effect if the other party materially breaches these Terms and fails to remedy the breach within 30 days of written notice, or if the other party becomes insolvent or enters bankruptcy.
Upon termination, your right to access the Service ends. We will, upon written request received within 30 days after termination, make Customer Data available for export in a commonly used format. Thereafter, we may delete Customer Data in accordance with the Privacy Policy and the Data Processing Agreement.
Fees paid for the remainder of the current term are non-refundable, except where termination is due to our uncured material breach.

5. Acceptable Use

You agree not to, and not to permit any third party to:

use the Service in violation of applicable laws or third-party rights;
upload or process personal data without a valid legal basis;
use the Service to assess Test Takers without their knowledge or in breach of applicable employment, anti-discrimination or data-protection laws;
upload special categories of personal data (Article 9 GDPR) or other highly sensitive information unless expressly agreed in writing;
reverse-engineer, decompile or attempt to extract the source code of the Service, except as expressly permitted by law;
interfere with, disrupt or attempt to circumvent the security of the Service;
use the Service to build a competing product or copy our test content, questions, scoring models or reports;
use automated means (scrapers, bots) to access the Service in a manner that is not authorised.

6. Customer Data and Data Protection

Customer Data means any data submitted to or generated through the Service by Customer or its Test Takers, including test responses, results and reports.
As between the parties, Customer retains all rights in Customer Data. Customer grants Sky Talent a non-exclusive, worldwide, royalty-free licence to host, process and use Customer Data solely to provide and improve the Service and to comply with legal obligations.
Customer is the data controller for personal data submitted to the Service about Test Takers; Sky Talent acts as data processor. The parties enter into a separate Data Processing Agreement (DPA), which forms part of these Terms.
Sky Talent's processing of personal data in its own right (e.g. concerning Customer's authorised users) is governed by our Privacy Policy.
Sky Talent may use aggregated, anonymised or pseudonymised data derived from Customer Data for product improvement, analytics, benchmarking and research, provided that such data does not identify Customer, its users or any Test Taker.

7. Intellectual Property

The Service, including its software, design, content, test items, scoring models, reports, documentation and all related intellectual property rights, is and remains the exclusive property of Sky Talent or its licensors. Subject to these Terms and payment of fees, Sky Talent grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term solely for Customer's internal business purposes.

No rights are granted by implication or otherwise except those expressly set out in these Terms. Customer may not remove or alter any proprietary notices.

8. Confidentiality

Each party shall keep confidential any non-public information of the other party that is marked as confidential or that a reasonable person would understand to be confidential, including pricing, business plans, technical information, security details and Customer Data. Confidential information may only be used for the purposes of these Terms and shall be protected with at least the same degree of care as the receiving party uses to protect its own confidential information, and in any case with reasonable care. This obligation survives termination of the agreement.

9. Service Levels and Support

We use commercially reasonable efforts to make the Service available 24/7, subject to planned maintenance and events beyond our reasonable control.
We provide support via email during normal Danish business hours (Monday–Friday, excluding Danish public holidays).
Specific service levels (uptime, response times) may be agreed in a separate Service Level Agreement (SLA) for enterprise customers.

10. Warranties and Disclaimer

Each party represents and warrants that it has the legal authority to enter into these Terms.

Sky Talent warrants that the Service will materially conform to its documentation and that it will provide the Service with reasonable skill and care. Except as expressly stated in these Terms, the Service is provided "as is" and "as available". To the fullest extent permitted by law, Sky Talent disclaims all other warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement and accuracy.

Psychometric assessments are decision-support tools. Sky Talent does not warrant any particular outcome from use of the Service, and Customer is solely responsible for any decisions made on the basis of test results, including hiring, selection or development decisions, and for ensuring such decisions comply with applicable employment and anti-discrimination law.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

Neither party shall be liable for indirect, incidental, consequential or special damages, including loss of profits, loss of revenue, loss of goodwill, loss of data (other than the cost of restoration), or business interruption, even if advised of the possibility of such damages.
Each party's aggregate liability under or in connection with these Terms shall not exceed the total fees paid by Customer to Sky Talent under these Terms in the 12 months preceding the event giving rise to the claim.
The limitations above do not apply to (a) liability for personal injury or death caused by negligence, (b) gross negligence or wilful misconduct, (c) breach of confidentiality obligations, (d) Customer's payment obligations, or (e) liability that cannot be limited or excluded under mandatory law.

12. Indemnification

Customer shall indemnify and hold Sky Talent harmless against any third-party claims, losses, damages and costs (including reasonable legal fees) arising from (a) Customer's breach of these Terms, (b) Customer's use of the Service in violation of applicable law, (c) Customer Data (including unlawful processing of Test Taker data), or (d) decisions taken by Customer on the basis of test results.

Sky Talent shall defend Customer against third-party claims alleging that the Service, when used in accordance with these Terms, infringes a third party's intellectual property rights, and pay damages finally awarded by a court of competent jurisdiction or agreed in settlement, subject to the limitations in Section 11.

13. Force Majeure

Neither party is liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, accidents, network outages or strikes. Payment obligations are not excused by force majeure.

14. Changes to the Terms

We may amend these Terms from time to time. Material changes will be notified to Customer by email or via the Service at least 30 days before they take effect. If Customer does not accept a material change, Customer may terminate the subscription effective on the date the change takes effect, in which case Sky Talent will refund pre-paid fees on a pro-rata basis for the unused portion of the subscription term.

15. Assignment

Customer may not assign or transfer these Terms or any rights or obligations hereunder without Sky Talent's prior written consent, except to a successor in connection with a merger, acquisition or sale of substantially all of its assets. Sky Talent may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition or sale of substantially all of its assets.

16. Notices

Notices to Sky Talent shall be sent in writing to [email protected] and, for legal notices, also to the registered address above. Notices to Customer shall be sent to the email address registered on Customer's account.

17. Entire Agreement

These Terms, together with any order form, the Privacy Policy, the Data Processing Agreement and any other documents incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements and understandings. In case of conflict, the order of precedence is: (1) the order form, (2) the DPA, (3) these Terms, (4) the Privacy Policy.

18. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the intent of the original.

19. Governing Law and Jurisdiction

These Terms are governed by the laws of Denmark, excluding its conflict-of-laws rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the Danish courts, with the City Court of Copenhagen (Københavns Byret) as the court of first instance, unless mandatory law provides otherwise.

20. Contact

Sky Talent ApS
CVR 43796003
Email: [email protected]