Terms & Conditions

Use of the talentguide SaaS-Platform

Last modified: 1 August 2026

The following terms and conditions (the “Terms”) apply to all business relationships between Talentguide and the Client Company.

1.  Definitions

“Agreement” means the contractual relationship between Talentguide and the Client Company, including these Terms, the proposal/SOW and any annexes (such as the Data Processing Agreement and any Service Level Agreement).

“API” means an application programming interface allowing two or more computer programs to communicate with each other.

“Confidential Information” of a Party means information of that Party, in any form, which (i) is marked as confidential or proprietary, or (ii) should reasonably be considered confidential, including materials, databases, business methodologies, contracts (including the Agreement), financial, technical and legal information, plans, strategies, projections, and products and product designs.

“Client Company” means the client company specified in the Agreement.

“Client Company Data” means all content, data or information provided, submitted, uploaded to or made available through the SaaS-platform (manually or via APIs) by the Client Company, a Manager or an Employee.

“Data Processing Agreement” / “DPA” means the agreement governing the processing of personal data by or for Talentguide in accordance with the Data Protection Laws, available at https://www.talentguide.com/data_processing.

“Data Protection Laws” means all applicable laws relating to the processing of personal data, including the General Data Protection Regulation (Regulation (EU) 2016/679).

“Employee” means any employee, freelancer, contractor, consultant, supplier or other representative of the Client Company permitted to use the SaaS-platform for the Client Company’s internal business purposes.

“ESub” / “MSub” / “MoSub” mean, respectively, an Employee Subscription, a Manager Subscription and a Module Subscription, as described in the Agreement.

“Error” means any material, verifiable and reproducible failure caused by the SaaS-platform or API (excluding nonconformity resulting from misuse).

“Free Trial” means a limited-duration, feature-constrained period offered by Talentguide for evaluation purposes, subject to these Terms, with scope and duration subject to change at Talentguide’s discretion.

“Hosting Partner” means Microsoft Azure (or such other hosting provider as Talentguide may contract, as notified to the Client Company).

“Intellectual Property Rights” means all now or hereafter existing copyrights and related rights, trademark and service-mark rights, trade-secret rights, patents and know-how, design and database rights, domain names, rights to software (including source and object code), and all other proprietary rights, whether registered or not, together with all registrations, applications, renewals and extensions, in any jurisdiction worldwide.

“Library Contribution” means any skill, sub-skill, task, trait, tool, knowledge item, term, description, classification, mapping, relationship, hierarchy or correction that is created, derived, inferred, generated or improved as a result of any use of the SaaS-platform, in each case in abstracted form, and excluding Client Company Data as such and any personal data.

“Manager” means an individual assigned by the Client Company to manage HR matters and designated to use the SaaS-platform for the Client Company’s internal business purposes.

“Party” / “Parties” means Talentguide or the Client Company individually, and both collectively.

“SaaS-platform” means the proprietary software-as-a-service and related services, features, content, programs or applications (web-based or mobile), powered by the Talentguide Library and developed and owned by Talentguide.

“Subscription” / “Subscription Fee” mean, respectively, the Client Company’s subscription to use the SaaS-platform for the term of the Agreement, and the monthly or yearly fees payable for it, as specified in the Agreement.

“Talentguide” means TalentGuide BV, a company organised under the laws of Belgium, registered office at Sint-Jansvest 18/1, 9000 Ghent, Belgium, company number BE 0792.555.227.

“Talentguide Library” means the skills and activities database which continuously adapts to the skills landscape using machine learning and forms the foundation of the SaaS-platform.

“Third Party” means a person or body that is not a Party to this Agreement or an affiliated party.

“User” means the Employees and (if applicable) Managers permitted by the Client Company to use the SaaS-platform. By using the SaaS-platform, a User agrees to the Terms of Use (https://www.talentguide.com/terms_of_use).

“Workaround” means a set of actions intended, when properly implemented, to correct an Error or restore equivalent (not inferior) functionality of the SaaS-platform.

2.  Applicability and Acceptance

2.1  These Terms take precedence over any conditions of the Client Company or a Third Party, even where stated to apply exclusively and even if not protested by Talentguide.

2.2  By executing the Agreement, or by using the SaaS-platform, the Client Company accepts these Terms. Any person accepting on behalf of the Client Company represents that they are authorised to bind it.

3.  Licence to Use the SaaS-Platform

3.1  Subject to payment of the Subscription Fees and compliance with the Agreement, Talentguide grants the Client Company a personal, restricted, non-exclusive, non-transferable, non-assignable, worldwide licence to access and use (and to allow its Users to access and use) the SaaS-platform, for the number of Users and during the term of the Subscription, solely for the Client Company’s internal business purposes. The licence does not include any right to access the software code of the SaaS-platform.

3.2  The scope of the licence is limited to the number of Users and the Modules specified in the Agreement.

3.3  Talentguide may monitor use to verify compliance. If use exceeds the permitted number of Users, Talentguide may charge the corresponding increased Subscription Fee pro rata for the remaining term by correcting invoice, and the licence increases accordingly for any renewal term.

3.4  The Client Company may expand its licence at any time at Talentguide’s then-current rates; Talentguide will issue an additional invoice and the expanded licence activates immediately for the remaining term. All Terms apply, mutatis mutandis.

3.5  The Client Company shall not: (i) make unauthorised back-up copies; (ii) create derivative works without consent; (iii) assign, sub-license, transfer, sell, lease, rent, charge or otherwise make the SaaS-platform available to a Third Party; (iv) reverse-engineer, decompile, disassemble or otherwise reproduce the SaaS-platform except as expressly permitted; or (v) remove or alter any proprietary notice.

4.  User Accounts

4.1  The Client Company shall appoint a limited number of administrators (single points of contact, “SPOC”) as set out in the Agreement.

4.2  Each User account is personal and login details may not be shared. The Client Company shall notify Talentguide immediately of any suspected unauthorised access so the account can be suspended.

4.3  Talentguide may suspend or terminate any User account that violates these Terms or the Terms of Use.

5.  Maintenance, Support, Hosting and Service Levels

5.1  On request, Talentguide will use commercially reasonable efforts to provide a resolution or Workaround for Errors encountered during use of the SaaS-platform.

5.2  The SaaS-platform is hosted by Talentguide’s Hosting Partner, subject to the Hosting Partner’s applicable service offering. The Client Company accepts the Hosting Partner’s current terms (https://azure.microsoft.com/en-us/support/legal/) and, on behalf of its Users, permits the Hosting Partner to process personal data as contemplated by this Agreement.

5.3  Talentguide does not warrant uninterrupted availability; the SaaS-platform may be unavailable during planned or unplanned maintenance. Talentguide will, where reasonably possible, give advance notice of planned maintenance.

5.4  Any agreed service levels (availability, support response times and remedies) are set out in the Service Level Agreement (SLA) referenced in or attached to the proposal.

6.  Client Company Data

6.1  All Client Company Data (including the Intellectual Property Rights therein) remains owned by the Client Company. Clause 7.5 governs Library Contributions, which are not Client Company Data. The Client Company grants Talentguide a non-exclusive, royalty-free, worldwide, sublicensable, transferable licence to use, copy, store, modify, transmit and display the Client Company Data as necessary to provide the SaaS-platform. To the extent the Client Company Data includes personal data, Talentguide acts as processor and processes such personal data solely on the Client Company’s documented instructions and in accordance with the DPA, and not for its own purposes (see clause 11). The Client Company warrants that it has obtained all necessary approvals from Users to grant this licence.

6.2  The Client Company is solely responsible for the accuracy of the Client Company Data and for its use, interpretation and implementation of the output generated by the SaaS-platform. The accuracy of outputs depends on the accuracy of the Client Company Data.

6.3  The Client Company warrants that the Client Company Data will not infringe the rights of any Third Party or breach applicable law, and shall indemnify Talentguide against claims relating to the Client Company Data, as set out in clause 15.

6.4  The Client Company acknowledges and accepts that Talentguide may use the Client Company Data for research purposes, provided that such data is fully anonymised and cannot be traced back to any individual. Such research may be carried out by Talentguide independently or together with carefully selected third parties, and its objectives include (without limitation) (i) analysing the evolution of skills within various sectors, (ii) assessing the relevance of specific skills across different sectors, and (iii) mapping the availability of skills in the labour market, and (iv) developing, correcting and improving the Talentguide Library.

6.5  Talentguide warrants that all processing of anonymised Client Company Data for research purposes will at all times comply with the Data Protection Laws and that the privacy of individuals will be fully safeguarded.

7.  Intellectual Property

7.1  Talentguide exclusively owns and retains all Intellectual Property Rights in and to the SaaS-platform (including the Talentguide Library, updates, upgrades, underlying software, algorithms, code and methodology), its website, and all related documentation and know-how. The Client Company shall not remove, suppress or modify any proprietary marking.

7.2  Talentguide claims no rights in images or content uploaded by the Client Company; the Client Company and its Users are responsible for all content they upload.

7.3  For any feedback regarding the SaaS-platform, the Client Company grants Talentguide a worldwide, non-exclusive, perpetual, irrevocable, royalty-free licence to use it freely.

7.4  Use of the SaaS-platform grants the Client Company no ownership rights and no right to use Talentguide’s marks without prior written permission. The SaaS-platform is protected under international copyright laws.

7.5  Library Contributions. All Intellectual Property Rights in and to Library Contributions vest exclusively in Talentguide upon their creation. To the extent that any such right would otherwise vest in the Client Company, a Manager or an Employee, the Client Company hereby assigns it to Talentguide in full and without further consideration, and shall ensure that its Users do likewise. To the extent that such assignment is not, or not fully, effective under applicable law, the Client Company grants Talentguide a worldwide, perpetual, irrevocable, transferable, sub-licensable and royalty-free licence to use, reproduce, store, modify, adapt, translate, combine, aggregate, commercialise and otherwise exploit the Library Contribution without restriction and for any purpose, including its incorporation into the Talentguide Library and into products and services that Talentguide provides to Third Parties. The Client Company warrants that it has obtained all approvals from its Users necessary to give effect to this clause.

7.6  This clause confers no right on Talentguide in Client Company Data as such and no right in personal data. Library Contributions are abstracted from the source material and contain neither. Clause 6.1 continues to govern Client Company Data and clause 11 and the DPA continue to govern personal data, including the restriction that Talentguide does not process personal data for its own purposes. No fee, royalty, credit or attribution is due in respect of any Library Contribution.

8.  Financial Terms

8.1  The Client Company is charged a monthly or yearly Subscription Fee, as calculated in the Agreement and dependent on the ESub, MSub and MoSub licences granted.

8.2  The Subscription Fee is payable upfront, before the beginning of each contract month or year, as set out in the Agreement, and is non-refundable except as expressly provided in clause 13.

8.3  Talentguide may revise the Subscription Fees no more than once in any twelve (12)-month period, on at least sixty (60) days’ prior written notice. If the Client Company does not accept the revision, it may terminate the Agreement effective on the date the revision would take effect; continued use after that date constitutes acceptance of the revised fees.

8.4  The Client Company shall provide and maintain accurate billing information and authorises Talentguide to charge its agreed payment method for Subscription Fees, renewals and any agreed additional services.

8.5  Undisputed invoices must be paid within thirty (30) days of the invoice date. Disputes must be notified by registered mail (stating the reason) within ten (10) business days of the invoice date, failing which the invoice is deemed accepted.

8.6  Late undisputed amounts accrue interest at the rate under the Belgian law of 2 August 2002 (as amended), compounded daily until payment, plus reasonable enforcement costs (minimum EUR 250). Talentguide may suspend performance and the Client Company’s rights until payment is received, in accordance with clause 17.4.

8.7  Third-Party costs arising from the Client Company’s use (e.g. integration costs) are the Client Company’s responsibility. The Client Company shall pay all applicable taxes (other than taxes on Talentguide’s net income), without set-off or withholding, grossing up where withholding is required by law. Prices exclude VAT and are stated in EUR unless otherwise stated.

9.  Onboarding and Free Trial

9.1  If specified in the Agreement, Talentguide may grant a Free Trial for non-production evaluation, subject to these Terms. The Free Trial is provided “as is”, without warranties.

10.  Confidentiality

10.1  Each Party (the “Receiving Party”) shall, with respect to the other Party’s Confidential Information, (i) use it only to perform the Agreement; (ii) protect it with appropriate measures; and (iii) not disclose it except to its personnel, advisors and subcontractors who need to know and are bound by equivalent confidentiality obligations. Each Party shall promptly notify the other of any breach of confidence.

10.2  Talentguide shall treat the information of different Client Companies confidentially, to the extent applicable.

10.3  These obligations do not apply to information that (i) is or becomes public other than by breach; (ii) was already known to the Receiving Party; (iii) is lawfully obtained from a Third Party; (iv) was independently developed; or (v) must be disclosed by law or court order. They survive for three (3) years after termination of the Agreement (and, for trade secrets, for as long as the information remains a trade secret).

11.  Privacy and Data Protection

11.1  In respect of personal data processed through the SaaS-platform, the Client Company is the controller and Talentguide is the processor. Talentguide processes such personal data only on the Client Company’s documented instructions and as necessary to provide the SaaS-platform, and not for its own purposes. Such processing is governed by the DPA, which prevails over these Terms in the event of conflict regarding personal data.

11.2  Each Party shall comply with the Data Protection Laws. The Client Company represents and warrants that it has a lawful basis, and has provided all required notices and obtained any required consents, to make available to Talentguide the personal data it processes through the SaaS-platform.

11.3  Talentguide shall implement appropriate technical and organisational security measures as set out in the DPA, and shall notify the Client Company without undue delay after becoming aware of a personal data breach affecting Client Company Data.

11.4  Talentguide may engage sub-processors in accordance with the DPA, and shall ensure that any international transfer of personal data is made under an approved transfer mechanism (such as the EU Standard Contractual Clauses).

11.5  If a change to the Data Protection Laws would cause either Party not to comply in relation to the processing under this Agreement, the Parties shall promptly agree such variations as are necessary to remedy the non-compliance.

12.  Automated Processing and Artificial Intelligence

12.1  The Client Company acknowledges that the SaaS-platform uses machine learning and automated processing (including the Talentguide Library) to generate skills profiles, matches, gap analyses and recommendations (“Outputs”), which are decision-support tools.

12.2  The Client Company is responsible for any decision it takes regarding individuals (including Employees, candidates and applicants), shall ensure meaningful human review of such decisions, and shall not rely solely on automated Outputs for decisions producing legal or similarly significant effects on individuals.

12.3  The Client Company acknowledges and accepts that it qualifies as a “deployer” of AI systems within the meaning of Regulation (EU) 2024/1689 laying down harmonised rules on artificial intelligence (the “AI Act”), and understands that this qualification entails specific technical and organisational obligations regarding its use of AI systems (i.e. the SaaS-platform).

12.4  The Client Company expressly confirms that it will at all times comply with all legal obligations and required technical and organisational measures applicable to a deployer under the AI Act. The Client Company is solely responsible for the correct implementation of, and compliance with, those measures and undertakes to take all necessary steps to remain fully aligned with the AI Act.

12.5  The Client Company shall fully indemnify and hold Talentguide harmless against any (liability) claims, sanctions, damages or costs arising from its failure or inadequate compliance with its obligations under the AI Act. Talentguide shall not be liable for any consequences of the Client Company’s non-compliance with the AI Act, nor for any resulting damages or costs.

13.  Warranties

13.1  Talentguide warrants that, during the Subscription term, the SaaS-platform will perform materially in accordance with its then-current documentation.

13.2  As the Client Company’s sole and exclusive remedy for breach of clause 13.1, the Client Company shall notify Talentguide of the material non-conformity and Talentguide shall use commercially reasonable efforts to correct it or provide a Workaround. If Talentguide cannot do so within a reasonable period, the Client Company may terminate the affected Subscription and receive a pro-rata refund of pre-paid Subscription Fees for the remaining, unusable period.

13.3  The warranty does not apply to non-conformities caused by misuse, the Client Company Data, Third-Party services, or modifications not made by Talentguide.

13.4  Except for the express warranty in clause 13.1, and to the fullest extent permitted by law, the SaaS-platform is provided “as is” and “as available”, and Talentguide disclaims all other warranties, express or implied, including accuracy or completeness of data, fitness for a particular purpose, merchantability and non-infringement. Use of the SaaS-platform is at the Client Company’s own risk.

14.  Liability

14.1  Limitation. To the maximum extent permitted by law, each Party’s total aggregate liability arising under or relating to the Agreement (whether in contract, tort, including negligence, or for breach of statutory duty) in respect of all events occurring in any twelve (12)-month period shall not exceed the Subscription Fees paid by the Client Company in the twelve (12) months preceding the first event giving rise to the claim.

14.2  Excluded losses. Neither Party shall be liable for any indirect, punitive, special or consequential damages, including loss of profit, anticipated savings, revenue, use, production, business, data, goodwill, the cost of replacement goods or services, or reputational damage, whether arising in negligence, breach of contract or statutory duty or otherwise. Each Party has a duty to mitigate.

14.3  Carve-outs. The limitations in clauses 14.1 and 14.2 do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) the Client Company’s obligation to pay Fees due; (d) breach of the confidentiality obligations in clause 10; (e) the indemnities in clause 15; (f) liability that cannot be limited or excluded under applicable law; and (g) a Party’s wilful misconduct or gross negligence.

14.4  Force majeure. Neither Party is liable for losses arising out of a force-majeure event outside its reasonable control (including internet, telecommunications or power failures, cyber-attacks, malware, industrial action, changes in law, disasters, fires, floods, riots, terrorism and war). A short, temporary unavailability of the SaaS-platform does not give rise to liability.

15.  Indemnification

15.1  Talentguide shall defend and indemnify the Client Company against well-substantiated Third-Party claims that the SaaS-platform infringes that Third Party’s Intellectual Property Rights, excluding claims arising from (i) unauthorised use; (ii) modification by the Client Company or a Third Party; or (iii) unauthorised use of Third-Party materials.

15.2  The indemnity is conditional on prompt written notice, Talentguide having sole control of the defence and settlement, the Client Company’s reasonable cooperation (at Talentguide’s expense), and no admission or settlement by the Client Company without Talentguide’s consent.

15.3  If the SaaS-platform is or may become subject to such a claim, Talentguide may, at its option and expense, (i) modify it to be non-infringing while preserving equivalent functionality; (ii) obtain a licence for continued use; or (iii) terminate the affected Subscription and refund a pro-rata portion of the Subscription Fee. This states Talentguide’s entire liability and the Client Company’s sole remedy for IP infringement by the SaaS-platform.

15.4  The Client Company shall indemnify, defend and hold harmless Talentguide and its affiliates and their officers, directors, employees and agents against any loss, cost (including reasonable legal fees), liability or Third-Party claim arising from the Client Company’s use of the SaaS-platform, infringement of Third-Party rights, the Client Company Data, gross negligence, wilful misconduct, fraud, or breach of a representation or warranty under this Agreement.

16.  Audit

16.1  Any audit of the Client Company’s compliance, in particular monitoring of use, will be carried out remotely through the SaaS-platform, focusing mainly on detecting overuse of the licence.

17.  Term, Suspension and Termination

17.1  Term. The Subscription commences on the effective date stated in the Agreement and continues for the initial term stated in the proposal. Unless the proposal states otherwise, it then renews automatically for successive periods of equal length, unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the current term. If no term is stated, the Subscription continues for an indefinite duration, terminable by either Party for convenience on sixty (60) days’ written notice.

17.2  Termination for cause. Either Party may terminate the Agreement with immediate effect by written notice if the other Party (i) commits a material breach that is not cured within thirty (30) days of written notice, or (ii) becomes insolvent, ceases trading, or enters bankruptcy, judicial reorganisation or liquidation.

17.3  Pre-paid periods. Where the Client Company has pre-paid for a period, no termination for convenience shall take effect before the end of that pre-paid period.

17.4  Suspension. Talentguide may suspend access to the SaaS-platform where (i) undisputed Fees remain unpaid after written notice, or (ii) continued access poses a material security or legal risk. Talentguide will restore access promptly once the cause is resolved.

17.5  Effect of termination. On termination, the Client Company shall pay all Fees due up to the date of termination. For a period of ninety (90) days after termination, the Client Company may export its Client Company Data in a commonly used format; thereafter Talentguide will delete the Client Company Data in accordance with the DPA, save where retention is required by law. Accrued rights and any clauses intended to survive remain in effect.

18.  Dispute Settlement and Governing Law

18.1  The Parties shall use good-faith efforts to resolve any dispute, escalating to the next business level where necessary. Dispute resolution does not affect either Party’s termination or other rights.

18.2  If a dispute is not resolved amicably within ninety (90) days, it shall be settled by the competent courts of Ghent, Belgium, in accordance with Belgian law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.3  Any claim by the Client Company with respect to the SaaS-platform must be brought within one (1) year after the cause of action arose, to the extent permitted by applicable law.

19.  Miscellaneous

19.1  Non-solicitation. During the Agreement and for twelve (12) months after termination, neither Party shall directly or indirectly solicit for employment any staff of the other who was involved in the Agreement, except via general public advertising not specifically targeted at such staff.

19.2  Independent contractors. The Parties are independent contractors; neither may bind the other without prior written consent.

19.3  Severability. If any provision is held invalid or unenforceable, it shall be construed consistently with applicable law and the remaining provisions remain in full force.

19.4  No waiver. A failure to enforce any provision is not a waiver of it or of the right to enforce it later.

19.5  Survival. Provisions which by their nature should survive termination (including clauses 6, 7, 10, 11, 14, 15 and 18) survive.

19.6  Assignment. Neither Party may assign the Agreement without the other’s prior written consent (not to be unreasonably withheld), except that either Party may assign it, on written notice, to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. The Agreement binds the Parties’ permitted successors and assignees.

19.7  Amendments. The Agreement may be modified only by a written agreement signed by an authorised representative of each Party.

19.8  Publicity. Talentguide may identify the Client Company as a customer and use its name and logo in customer lists and marketing materials, in accordance with the Client Company’s brand guidelines and subject to the Client Company’s right to revoke this permission on written notice.

19.9  Notices. Notices under the Agreement shall be in writing and sent to the contact details stated in the proposal, by email (with confirmation of receipt) or by registered mail; notices of termination or material breach shall be sent by registered mail or by email with confirmed receipt.

19.10  Entire agreement. The Agreement (these Terms, the proposal/SOW, the DPA and any SLA) constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior understandings.