UCTalent Terms of Service

PART A – GENERAL TERMS

A1. Parties and scope

These Terms are an agreement between you and UCTalent Labs Company Limited (Công ty TNHH UCTalent Labs), enterprise code 0402238274, address 50 Hoang Hiep, Hoa Xuan Ward, Da Nang City, Vietnam ("UCTalent", "we"). They apply when you use uctalent.io, business.uctalent.io, our mobile app, AI assistants and related services (the "Services").

The agreement between you and UCTalent consists of the following documents. If they conflict, the earlier one prevails:

• any separately signed contract or order form;
• Part B (Marketplace and recruitment services) or Part C (Referral ATS), depending on the service you use;
• Part A (General Terms) and Part D (Acceptable Use);
• the Privacy Policy and, for Referral ATS customers, the Data Processing Agreement (DPA); the Cookie Policy; and the UPP Program Terms if you take part in UPP.

A2. Definitions

Talent: an individual who looks for work, creates a profile or applies through UCTalent.

Client: a company, organisation or headhunter that hires through UCTalent or uses Referral ATS.

Referrer: a person who takes part in the candidate referral program.

Workspace: a Client's working space in Referral ATS.

User Content: any data, text or files you put on the Services, including CVs, job posts and notes.

A3. Acceptance

You accept these Terms by ticking the consent box at sign-up or by signing a contract. If you sign up on behalf of an organisation, you confirm you have authority to bind it; "you" then includes that organisation.

A4. Eligibility

You must be at least 18 years old, have full legal capacity, and not be prohibited by law from using the Services.

A5. Accounts

Provide accurate, up-to-date information and use only one personal account.

One account works across uctalent.io and business.uctalent.io (single sign-on).

You are responsible for keeping your credentials secure and for all activity under your account. Tell us right away about any unauthorised access.

You can delete your account yourself in Settings.

A6. User Content

You keep ownership of your User Content.

You grant UCTalent a non-exclusive, royalty-free licence, to the extent and for as long as needed, to store, display, process and transmit your User Content in order to provide the Services you request and in line with the Privacy Policy.

You confirm you have the legal right to the content you upload, including the consent of people whose data it contains, and that it does not breach the law or third-party rights.

We may remove content that breaches these Terms or the law, and will tell you where possible.

A7. Intellectual property

The software, interface, brand and content created by UCTalent belong to UCTalent or its licensors. You may use the Services under these Terms, but may not copy, reverse engineer, resell or exploit them beyond what is permitted. We may use feedback you send to improve the Services without any obligation to you.

A8. AI features

AI is an assistive tool: it parses CVs, suggests fit, recommends jobs and drafts content. AI output may be inaccurate and is for reference only.

Hiring decisions are made by the Client, and the Client is responsible for them. UCTalent's AI never rejects candidates automatically.

Data is processed by AI as described in section 6 of the Privacy Policy and is not used to train models. Clients can turn AI off for their workspace.

Do not rely on AI output as the sole basis for a decision that significantly affects a candidate.

A9. Acceptable use

You must comply with Part D (Acceptable Use).

A10. Third-party services and integrations

The Services may integrate with Google (sign-in, Gmail, Calendar), Zalo, LinkedIn/GitHub (through official APIs, when you choose to connect), payment gateways, advertising platforms (Meta, Google, LinkedIn) when you accept advertising cookies under the Cookie Policy, and others. Your use of those services is governed by their own terms. UCTalent is not responsible for disruptions or changes to third-party services beyond its reasonable control.

A11. Notices and communications

We send service notices to your registered email or in-app.

Job alerts and marketing are sent according to your choices. You can switch them off completely at any time in Settings or through the unsubscribe link in every email.

Legal notices to UCTalent: legal@uctalent.io and our registered address.

A12. Suspension and termination

You may stop using the Services and close your account at any time.

We may suspend or terminate an account for a serious breach of these Terms, a breach of the law, signs of fraud, or risk to other users. Except in emergencies or when required by authorities, we will give notice and a reasonable chance to remedy.

On termination, data is handled under the Privacy Policy (export and deletion). Provisions on intellectual property, outstanding payments, limitation of liability, indemnity and dispute resolution survive.

A13. Warranties

For paid services, we provide the Services materially as described at the time of purchase and with reasonable care.

Free plans, beta features and AI output are provided as is.

We do not guarantee that the Services will be uninterrupted, or any hiring or job-seeking outcome.

Nothing in this section excludes consumer rights that the law does not allow to be excluded.

A14. Limitation of liability

To the extent permitted by law:

• UCTalent is not liable for indirect damages, loss of profit or business opportunity, or loss of data you did not back up;
• UCTalent's total liability for all claims relating to the Services will not exceed the fees you paid to UCTalent in the 12 months before the event giving rise to the claim or, if you use only free services, VND 5,000,000.

These limits do not apply to:

• wilful misconduct or fraud by UCTalent;
• death or personal injury;
• liability that cannot be limited by law, including consumer rights under consumer protection law.

A15. Indemnity

You will indemnify UCTalent against damages and reasonable costs (including legal fees) arising from third-party claims in the following cases:

• you breach these Terms or the law;
• your User Content infringes third-party rights, including data protection rights;
• for Clients: their hiring decisions and their use of candidate data.

UCTalent indemnifies Clients as set out in section C9.

A16. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, epidemics, war, government action, or widespread failures of internet infrastructure or cloud providers. The affected party must give prompt notice and work to resume performance.

A17. Changes to these Terms

We may update these Terms to reflect changes to the Services or the law.

For material changes, we will notify you by email or in-app at least 30 days before they take effect. If you do not agree, you may close your account before the effective date and receive a pro-rata refund of prepaid fees for the unused period.

For Referral ATS subscribers, material changes take effect at the next renewal.

Minor changes (typos, clarifications, changes in your favour) take effect on posting.

A18. Complaints and disputes

Complaints: send to support@uctalent.io. We acknowledge within 2 working days and respond within 15 working days.

The parties will first try to resolve any dispute in good faith within 30 days of written notice.

For business Clients: unresolved disputes will be finally settled by arbitration at the Vietnam International Arbitration Centre (VIAC) under its Rules. The seat is Da Nang; the language is Vietnamese, or English where a party is a foreign organisation.

For consumers: you may bring proceedings before the competent courts, or choose arbitration as permitted by law.

A19. Governing law

These Terms are governed by the laws of Vietnam. If you are a consumer living in another country, you keep the mandatory protections of the law where you live.

A20. General

If a provision is held invalid, it is replaced by the valid provision closest to its original intent; the rest remain in force.

Not exercising a right is not a waiver of it.

You may not assign these Terms without UCTalent's written consent. UCTalent may assign them in a merger, acquisition or restructuring, and will notify you.

The parties are independent; nothing here creates employment, agency or joint venture.

A21. Language

These Terms are provided in Vietnamese and English. If they differ, the Vietnamese version prevails for users in Vietnam and the English version prevails for all other users. For consumers, the interpretation more favourable to them applies.

A22. Contact

UCTalent Labs Company Limited – Hoa Xuan Ward, Da Nang City, Vietnam · support@uctalent.io · legal@uctalent.io

PART B – MARKETPLACE AND RECRUITMENT SERVICES (uctalent.io)

B1. UCTalent's role

UCTalent provides a platform that helps Talent and Clients find and connect with each other, and provides recruitment and job placement (headhunting) services under Vietnamese employment law. UCTalent:

• is not an employer;
• is not a party to any employment or service contract between Talent and Clients;
• does not guarantee that Talent will be hired or that Clients will fill a role.

B2. Talent

UCTalent charges Talent no fees for creating a profile, applying or being introduced to jobs.

Talent must keep their profile truthful and must not falsify qualifications, experience or identity.

Profiles are shared with Clients only when Talent applies or agrees to be introduced.

B3. Clients

Clients must:

• post only genuine, lawful jobs with truthful descriptions of the role, salary (if stated) and workplace;
• not discriminate in hiring contrary to Vietnam's Labour Code;
• not charge candidates any fee or deposit;
• use candidate profiles only for recruiting for the relevant role; delete them when hiring ends unless the candidate agrees to be retained; and comply with data protection law as a controller;
• inform UCTalent of hiring outcomes so UCTalent can meet its reporting obligations under employment law.

B4. Headhunting services

Scope, fees and conditions are set out in the quote or service agreement with each Client.

Unless otherwise agreed: the fee is 1.2 months' gross salary of the hired candidate, with no upfront retainer. The fee is due when the candidate starts work and is payable within 15 days of invoice.

If the candidate leaves within the first 60 days for reasons not attributable to the Client, UCTalent will provide one replacement candidate free of charge.

B5. Non-circumvention

If a Client directly or indirectly hires or engages any Talent it learned of through UCTalent within 12 months of the introduction, the Client must pay the fee under section B4 or the current fee schedule. This applies even if the hiring takes place outside the platform.

B6. Candidate referral program

Reward: Clients set a referral reward for each job.

External referrals (the referrer is not the Client's employee): when eligible, the referrer receives 80% of the reward. The remaining 20% is UCTalent's service fee.

Internal referrals (the Client's employees): UCTalent only records them. The Client pays the reward through its own payroll and handles the related tax.

Eligibility: the candidate is hired and stays employed for 60 days, and the Client has paid UCTalent in full.

Payout formalities: the referrer must provide full name, national ID number, date and place of issue, tax code, address and bank account, and sign a service contract with UCTalent. UCTalent withholds personal income tax as required by law before paying. UCTalent does not ask for ID card images.

Source of payment: UCTalent pays rewards under its own contract with the referrer; it does not hold or transfer funds on the Client's behalf.

Referrer obligations: only refer people who have agreed to be referred; do not refer yourself; do not commit fraud or create fake profiles. UCTalent may refuse or claw back rewards arising from a breach. UPP points for referrals are a separate program under the UPP Program Terms.

B7. Job alerts

Talent can turn job alerts on, change their frequency or switch them off completely at any time.

PART C – SMART ATS (business.uctalent.io)

C1. Scope

Referral ATS is recruitment management software provided as an online service. UCTalent grants the Client a non-exclusive, non-transferable right to use it for the term of the chosen plan. The Client operates the software itself and decides how its recruitment data is processed.

C2. Workspaces and users

Each workspace has an Owner responsible for the workspace, its members and payment.

Seats, active jobs and AI credits depend on the plan. Each email can be Owner of only one free Starter workspace.

Members who leave a workspace lose access; the data belongs to the workspace.

C3. Plans, fees and payment

Plans: Starter (free), Plus, Pro, Business and Enterprise, as listed at business.uctalent.io/pricing at the time of purchase. Prices include VAT. Some services can be redeemed with UPP points under the UPP Program Terms.

Payment: monthly in advance, auto-renewing until cancelled. UCTalent issues e-invoices as required by law.

Upgrades take effect immediately and are charged pro rata. Downgrades and cancellations take effect from the next billing period.

Fees paid are non-refundable, except as set out in section A17 or required by law.

AI credits: plan credits are granted monthly and do not roll over. Purchased add-on credits are valid for 12 months. Sending email and scheduling do not consume credits.

Price changes are notified at least 30 days in advance and apply from the next renewal; the Client may cancel before they take effect.

C4. Client data

The Client owns the data it puts into its workspace and is the controller. UCTalent processes that data on the Client's instructions, under the Privacy Policy and the Data Processing Agreement (DPA) at uctalent.io/dpa. The DPA forms part of these Terms and applies on every plan.

The Client is responsible for:

• having a lawful basis to process candidate data;
• informing candidates about the processing, including analysis by AI (Google Gemini) and possible processing outside Vietnam when the Client turns AI features on;
• responding to candidates' requests about their data.

The Client can turn AI features off for its workspace at any time.

The Client authorises UCTalent to use the sub-processors listed at uctalent.io/subprocessors. UCTalent gives notice before adding a new sub-processor.

Export and deletion: the Client can export and delete its data at any time, on every plan. When a paid plan is cancelled or a workspace is closed, data is archived for 30 days for export and then deleted. Closed Starter workspaces, or those inactive for 12 months, are deleted after prior notice. Invoices and accounting records are kept as required by accounting law.

C5. Email and calendar connection

Users may connect a Google account to send email from their own mailbox and schedule interviews. Each connection is made separately for each workspace.

The Client is responsible for the content of emails sent and for complying with anti-spam rules. A limit of 100 native emails per user per day applies.

UCTalent does not read users' inboxes.

C6. Career pages on custom domains (Business plan)

The Client is responsible for its domain, content, privacy notice and cookie banner on its career page. UCTalent provides a notice template for the Client to use.

C7. Support and service levels

Support channels depend on the plan, as described on the pricing page.

UCTalent uses reasonable efforts to keep the Services available and gives advance notice of planned maintenance.

Uptime commitments (SLA) apply only where set out in an Enterprise contract.

Our support team will not ask for, and Clients should not send, CVs or candidate data through chat or Zalo; please use candidate IDs or in-app links.

C8. Security

UCTalent applies the security measures described in the Privacy Policy and at uctalent.io/security. The Client is responsible for managing its accounts and member permissions, and for revoking access when staff leave.

C9. IP indemnity

UCTalent will defend and indemnify paying Clients against third-party claims that the Referral ATS software infringes their intellectual property rights. This applies provided the Client gives prompt notice and lets UCTalent control the defence. It does not apply to claims arising from User Content, or from unauthorised modification or combination of the software by the Client.

C10. Termination for breach

Either party may terminate if the other commits a material breach and fails to remedy it within 15 days of notice. If UCTalent is in breach, the Client receives a refund of prepaid fees for the unused period.

PART D – ACCEPTABLE USE

When using the Services, you must not:

• post fake or fraudulent jobs, pyramid schemes, or lure people into unlawful work, including abroad;
• charge candidates fees or deposits, or hold their documents;
• discriminate in hiring contrary to law;
• create fake profiles, impersonate others or falsify qualifications;
• upload other people's personal data without the right or their consent;
• scrape, crawl or bulk-copy profiles or job posts, or use candidate data for anything other than recruiting;
• sell, rent or transfer data obtained from the Services;
• send spam or bulk messages without recipients' consent;
• avoid UCTalent's fees or circumvent the platform (section B5); create fake accounts, invite yourself or game the UPP program;
• attack, probe for vulnerabilities, interfere with the system, or bypass technical or plan limits;
• post unlawful, infringing, abusive, pornographic or violent content, or distribute malware;
• use the Services' AI to create fraudulent content, or as the sole basis for a decision that significantly affects a candidate;
• use the Services for any other unlawful purpose.

Breaches may lead to removal of content, suspension or termination under section A12, and reporting to the competent authorities where the law requires.