Terms of Service (Business)

1. Agreement and Definitions

This SaaS Subscription Agreement (the "Agreement") is entered into between Clarvo Oy, Business ID 3386508-6, Merimiehenkatu 36 D 611, 00150 Helsinki, Finland ("Clarvo", "we", "us") and the entity identified in the applicable Order Form ("Customer", "you").

By signing an Order Form, clicking an acceptance button, or otherwise accessing or using the Services, the Customer agrees to be bound by this Agreement.

"Services" means the Clarvo AI-powered recruitment sourcing platform, including the web application, APIs, and related tools.
"Order Form" means the ordering document or online subscription page specifying the Services, seats, term, and fees.
"Authorized User" means an individual authorized by the Customer to access the Services under the Customer's account.
"Customer Data" means all data submitted to the Services by or on behalf of the Customer.
"Fair Usage Policy" means the usage limits published at clarvo.ai/fair-usage-policy, as updated from time to time.

2. Services and Access

2.1 Provision of Services

Clarvo shall make the Services available to the Customer during the Subscription Term. Clarvo shall use commercially reasonable efforts to ensure the Services are available and performant.

2.2 Authorized Users

The Customer may permit Authorized Users up to the number of seats in the Order Form. Each seat is for a single named user and may not be shared simultaneously. Seats may be reassigned.

2.3 Customer Responsibilities

The Customer shall:

Ensure Authorized Users comply with this Agreement and the Fair Usage Policy
Be responsible for the accuracy and legality of Customer Data
Maintain the confidentiality of account credentials
Ensure its use of the Services complies with applicable laws, including GDPR

3. Fees and Payment

3.1 Subscription Fees

The Customer shall pay the fees specified in the Order Form. Fees are invoiced monthly in advance unless otherwise stated.

3.2 Included Resources

Each Authorized User seat includes:

One (1) email account connection for outreach sequences
One (1) LinkedIn account connection for messaging (where enabled)
Use of search, matching, and outreach features, subject to the Fair Usage Policy

3.3 Payment Terms

Invoices are due within fourteen (14) days. All fees are in Euros, exclusive of VAT.

3.4 Late Payment

Overdue payments accrue interest per the Finnish Interest Act. Clarvo may suspend access if payment is more than thirty (30) days overdue.

4. Fair Usage

Use of the Services is subject to the Fair Usage Policy. The Policy sets reasonable usage limits for features such as candidate searches and contact enrichments.

Clarvo may update the Fair Usage Policy by publishing a revised version, with at least fourteen (14) days' notice for material changes. Continued use constitutes acceptance.

If usage consistently exceeds limits, Clarvo will notify the Customer and work in good faith to find a solution. Clarvo may throttle specific features as a last resort after reasonable notice.

5. Subscription Term and Renewal

5.1 Initial Term

The initial term is as specified in the Order Form. The standard initial term is three (3) months.

5.2 Renewal

After the Initial Term, the subscription renews automatically for successive equal periods unless either Party gives thirty (30) days' written notice of non-renewal.

5.3 Termination for Cause

Either Party may terminate immediately if the other materially breaches and fails to cure within thirty (30) days of written notice.

6. Data Protection

6.1 Data Processing Agreement

The Parties shall enter into a (DPA), incorporated into this Agreement.

6.2 Customer as Controller

The Customer acts as data controller for candidate data processed through the Services. Clarvo acts as data processor. The Customer shall ensure a valid legal basis for processing.

6.3 Data Residency

All Customer Data is stored within the EEA on Microsoft Azure Sweden Central.

7. Security

Clarvo maintains appropriate technical and organizational measures including:

AES-256 encryption at rest and TLS 1.2+ in transit
Microsoft Azure ISO 27001 and SOC 2 Type II certified infrastructure
Role-based access control and least privilege
Continuous monitoring, logging, and incident response

Full details in Annex 2 of the .

8. Intellectual Property

8.1 Clarvo IP

Clarvo retains all rights in the Services, algorithms, models, software, and documentation.

8.2 Customer Data

The Customer retains all rights in Customer Data. The Customer grants Clarvo a limited license to process it to provide and improve the Services.

8.3 Aggregated Data

Clarvo may use aggregated, anonymized data to improve the platform and generate benchmarks, provided it cannot identify the Customer or any individual.

9. Confidentiality

Each Party shall protect the other's Confidential Information with at least a reasonable degree of care. Disclosure is limited to employees and advisors bound by confidentiality obligations.

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each Party warrants it has the power and authority to enter into this Agreement.

10.2 Clarvo Warranties

Clarvo warrants the Services will perform materially in accordance with documentation.

10.3 Disclaimer

Except as expressly set forth herein, the Services are provided "as is". Clarvo disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

11. Limitation of Liability

Neither Party shall be liable for indirect, incidental, special, consequential, or punitive damages.

Each Party's aggregate liability shall not exceed the fees paid or payable in the twelve (12) months preceding the claim.

These limitations do not apply to breaches of confidentiality, IP infringement, or willful misconduct.

12. AI and Automated Processing

The Services incorporate AI technology. The Customer acknowledges that:

AI results are recommendations only, not automated decisions under GDPR Article 22
The Customer is responsible for all final hiring decisions
Clarvo does not send candidate names, protected characteristics, or special category data to AI models
Clarvo classifies its AI as high-risk under EU AI Act Annex III (Employment) and is pursuing compliance

13. Governing Law and Disputes

This Agreement is governed by Finnish law. Disputes shall be resolved by the District Court of Helsinki.

14. General Provisions

Entire Agreement: This Agreement, the Order Form, , and Fair Usage Policy constitute the entire agreement.
Amendments: Must be in writing and signed, except the Fair Usage Policy which may be updated per Section 4.
Assignment: Requires prior written consent, except for mergers/acquisitions.
Severability: Invalid provisions do not affect remaining provisions.
Notices: In writing to Order Form addresses or info@clarvo.ai for Clarvo.

Clarvo SaaS Subscription Agreement