Terms & Conditions

*This document is part of Kempian's Trust Center documentation. It is reviewed periodically and does not constitute legal advice. Draft v0.2 — pending final legal review before publication.*

These Terms and Conditions ("Terms") are a marketplace-wide agreement governing use of Kempian (the "Platform," "we," "us," or "our") by three types of user: candidates, recruiters (in-house and agency), and employer/organisation accounts. One agreement governs all three roles. Some sections apply to everyone; others are role-specific and labelled accordingly.

Read these Terms together with the rest of the Kempian legal documentation package — in particular the Privacy Policy, the Candidate Privacy & Visibility Notice, the AI Transparency Notice, the AI Acceptable Use Policy, and, for recruiter users, the Recruiter Code of Conduct. Where those documents go into more detail on a topic, they control on that topic.

1. Acceptance, Eligibility, and Account Registration

1.1 Acceptance

By creating an account or using Kempian in any way, you agree to be bound by these Terms. If you access Kempian for an organisation, you confirm you have authority to bind that organisation. In that case, "you" refers to both you and the organisation.

1.2 Eligibility

Kempian is for users 18 years of age or older. By using Kempian, you confirm you meet this requirement and have the legal capacity to enter into these Terms in your jurisdiction.

1.3 Account registration and accuracy

To use most Platform features, you must register an account. You agree to: give accurate, current, and complete registration information and keep it up to date; keep your login credentials confidential and not share them with anyone else; tell us promptly about any unauthorised use of your account; and take responsibility for activity under your account, except where our fault caused it.

We may decline to register, or may suspend, an account we reasonably believe contains false, misleading, or fraudulent information. See Section 13 (Suspension and Termination).

1.4 Organisation accounts

Where an employer or agency account has multiple users, the organisation is responsible for its authorised users' actions on the Platform, and for making sure they comply with these Terms, the Recruiter Code of Conduct, and the AI Acceptable Use Policy.

2. Description of the Service

2.1 The marketplace model

Kempian is a multi-tenant SaaS recruiting platform connecting employers/organisations, recruiters, and candidates. It combines an applicant-tracking-style workflow with an AI-assisted candidate marketplace and AI-enabled candidate sourcing.

2.2 How candidates enter the Platform

Candidate records reach Kempian through three channels: import from an employer's or agency's own applicant tracking system; direct self-registration; or identification through Kempian's AI sourcing tools, which find candidates from external or public sources. The channel, together with the candidate's own consent choices, decides which state in Kempian's Four-State Model applies to them — Internal, Marketplace, AI-Discovered, or Connected — and what a recruiter can see and do. The Candidate Privacy & Visibility Notice sets out the full mechanics of each state, and how candidates move between them, and controls on this topic.

Some rules within the Four-State Model are fixed platform invariants. No employer or organisation setting can override them. For example: Kempian never exposes an AI-Discovered candidate's contact data before they respond to outreach, and a Connected candidate's own field-level sharing choices always control.

2.3 AI-assisted sourcing and matching

Kempian uses artificial intelligence — the AI Features — to support candidate sourcing, resume parsing, candidate-to-role matching and ranking, draft job description generation, and an in-platform chat assistant. The AI Transparency Notice describes these in detail. In short: AI outputs are recommendations or drafts, not final decisions. A human recruiter or employer must review AI outputs before they take effect (Section 6), and recruiters can override AI-generated scores, rankings, and drafts.

2.4 Service changes

We may add, modify, or discontinue Platform features from time to time. We'll make reasonable efforts to notify you of material changes that affect your ability to use the Platform.

3. Marketplace Terms

3.1 Employer and recruiter access to candidates

Employers and recruiters may access candidate records only as the applicable privacy state allows, as Section 2.2 and the Candidate Privacy & Visibility Notice describe. Access rights differ by state: for example, you can contact Internal records directly, but you can't contact Marketplace or AI-Discovered records directly until the candidate has responded or connected.

3.2 Relay messaging for non-connected candidates

For Marketplace and AI-Discovered candidates, Kempian provides a platform-relay or AI-mediated outreach channel instead of direct contact-detail access. Recruiters and employers agree to use this channel as designed, and not to try to identify, extract, or independently verify a candidate's hidden contact details outside the Platform while the candidate remains non-connected. The Recruiter Code of Conduct sets out recruiter-specific obligations here.

3.3 Agency-to-client onward submission

When a staffing or recruitment agency submits a candidate's profile to a third-party end client — for example, through a vendor management system or a client-facing marketplace view — the agency must disclose this to the candidate. Kempian logs the disclosure and submission events in the candidate's audit history. Agencies must follow current in-platform guidance for this workflow and must not submit a candidate's profile to a third-party end client without telling the candidate first.

3.4 No guarantee of matches, introductions, or hires

Kempian facilitates connections between candidates and employers/recruiters. We do not guarantee that any candidate will be matched, contacted, interviewed, or hired, or that any job posting will attract suitable candidates or result in a hire.

4. Recruiter and Employer Obligations

Recruiters and employers, including agency users acting for an employer, agree to:

• use the Platform only for lawful recruitment and hiring purposes;
• comply with applicable employment, labour, equal-opportunity, and anti-discrimination law where they recruit or hire, including Title VII and other US federal/state equal-employment law, EU/UK non-discrimination principles, and Indian equal-opportunity norms;
• comply with applicable data-protection law for any candidate data they access through the Platform, including GDPR, India's DPDP Act, and applicable US state privacy law;
• not scrape, bulk-export, or otherwise remove candidate data from the Platform, except where they already have an independent, lawful basis for that data and export is otherwise consistent with the Candidate Privacy & Visibility Notice;
• not try to bypass the relay-messaging model, the Four-State Model, or any other privacy or security control; and
• not use the Platform, or any AI output, as a basis for discriminatory screening or as a proxy for a protected characteristic.

The Recruiter Code of Conduct sets out more detailed recruiter-specific standards, and the AI Acceptable Use Policy sets out detailed AI usage rules. Both are incorporated by reference into recruiter and employer obligations under these Terms. A material breach of either may also be a material breach of these Terms.

5. Candidate Obligations

Candidates agree to: give accurate and truthful information in their profile and any submitted materials, and keep it reasonably up to date; not impersonate another person or misrepresent their identity, qualifications, or history; not submit fraudulent or materially misleading certifications, licences, references, or work history; and use the Platform's messaging and connection features for genuine job-seeking purposes.

Kempian does not independently verify most candidate-submitted information, unless we expressly state otherwise for a particular feature. Employers and recruiters remain responsible for their own verification, background checks, and reference checks.

6. AI Features

6.1 Recommendations and drafts, not decisions

AI-generated outputs on Kempian — match scores, candidate rankings, "why this match" explanations, draft job descriptions, resume-derived profile fields, and chat assistant responses — are recommendations or drafts only. They assist human judgment; they don't replace it. Kempian does not make, and isn't designed to make, a final hiring, rejection, or shortlisting decision. Final decision-making authority and responsibility stay with the recruiter and employer at all times.

6.2 Human review

Kempian designs AI outputs that affect a candidate to pass through the Human Review Gate — a human review point — before they take effect. Recruiters and employers can review, correct, and override AI outputs. Kempian is rolling out human-confirmation checkpoints across all AI-assisted workflows as part of its ongoing compliance program; the AI Transparency Notice describes current status by feature. Recruiters, employers, and candidates should review AI outputs and correct any inaccuracy they find.

6.3 No warranty of accuracy

AI outputs are generated using large language models and related technologies, so they may be incomplete, imprecise, or, on occasion, incorrect. Kempian does not warrant that AI outputs are free of error, free of bias, or fit for any particular hiring purpose. See Section 11 (Disclaimers).

6.4 Cross-reference

The AI Transparency Notice sets out full detail on the AI Features, the personal data categories involved, the external AI providers used, and Kempian's safeguards. It forms part of the disclosures we make available under these Terms.

7. Acceptable Use Policy (Platform-Wide)

In addition to the role-specific obligations above, all users agree not to: create or maintain fake, duplicate, or materially misleading profiles or job postings; send spam or unsolicited bulk messages unrelated to legitimate recruiting activity; harass, threaten, discriminate against, or abuse any other user; scrape, crawl, or use automated means to extract data from the Platform other than through officially supported integrations or APIs; reverse engineer, decompile, or derive the source code, models, or underlying logic of the Platform or its AI Features, except where the law doesn't allow this restriction; try to circumvent any security control, access control, rate limit, or AI safeguard; or introduce malware or otherwise compromise the Platform's integrity or availability.

The AI Acceptable Use Policy sets out more detailed rules on permitted and prohibited uses of the AI Features specifically, and applies alongside this section.

8. Intellectual Property

8.1 Kempian's platform IP

Kempian and its licensors own all right, title, and interest in the Platform, including its software, design, AI models and configurations (to the extent Kempian owns or licenses them), trademarks, and documentation. Nothing in these Terms transfers this intellectual property to any user, beyond the limited right to use the Platform as these Terms permit.

8.2 Candidate profile content

As between Kempian and a candidate, the candidate keeps ownership of the content they submit to their profile. By submitting content, the candidate grants Kempian a licence to host, process, reproduce, and display it as needed to operate the Platform — including AI-assisted parsing, matching, and display to recruiters and employers consistent with the candidate's privacy state and consent choices.

8.3 Employer and recruiter job postings

As between Kempian and an employer or recruiter, the employer/recruiter keeps ownership of the job postings and related content they submit, subject to the licence in Section 8.5.

8.4 AI-generated content

Where the Platform generates content using AI — for example, a draft job description or a match-rationale explanation — Kempian grants the requesting user a right to use that content for its intended recruiting purpose within the Platform, subject to the human-review expectations in Section 6. The parties' respective ownership and downstream-use rights in AI-generated content, and Kempian's rights to use aggregated or de-identified platform data to improve its models, will be addressed in a separate data-use schedule.

8.5 Licence to Kempian

Each user grants Kempian a non-exclusive, worldwide licence to use the content they submit — profile content, job postings, messages — as needed to provide, maintain, secure, and improve the Platform, subject to the Privacy Policy and, for candidates, the Candidate Privacy & Visibility Notice.

9. Payments and Subscriptions

9.1 Employer and recruiter subscriptions

Kempian offers employer and recruiter access on a tiered or subscription basis. Fees, where they apply to your account tier, are set out in your order form, subscription agreement, or the pricing plan shown at signup. Payment processor processes payments. By providing payment information, you authorise us, or our payment processor, to charge applicable fees. Unless we agree otherwise in writing, subscriptions renew automatically for successive terms equal to the prior term, at then-current pricing, unless cancelled under Section 9.3.

9.2 Candidate access

Candidate access to the Platform is free. Confirm as a permanent commercial commitment before publication.

9.3 Renewal and cancellation

You can cancel a subscription through the process your order form or account settings specify, or by contacting billing contact. Cancellation generally takes effect at the end of the then-current billing period. Unless your order form says otherwise, fees already paid are non-refundable. The applicable order form sets out billing terms for enterprise accounts, such as proration, refunds, and invoicing.

10. Job Posting Standards

Employers and recruiters posting jobs on Kempian agree that job postings must: accurately describe the role, compensation (where stated), location, and requirements; not contain discriminatory language or requirements based on a protected characteristic, except where a genuine occupational qualification lawfully applies; not be fraudulent, fictitious, or posted for anything other than a genuine, currently open hiring need; not ask candidates for unpaid work, fees, or other consideration as a condition of applying or being considered; and comply with applicable equal-opportunity and job-advertising law.

Kempian may remove or suspend a job posting we reasonably believe violates this section, without prior notice where we suspect fraud or illegality.

11. Disclaimers

To the maximum extent the law allows:

• The Platform, including all AI outputs, is provided "as is" and "as available," without warranty of any kind, express or implied.
• Kempian does not warrant that AI outputs are accurate, complete, free of error, or free of bias. AI matching and related features assist human decision-making; they are not a substitute for a recruiter's or employer's own judgment, verification, and compliance obligations.
• Kempian does not guarantee any hiring outcome — including that any candidate will be hired, any job will be filled, or that using the Platform will improve hiring speed, quality, or diversity outcomes.
• Kempian does not warrant that the Platform will be uninterrupted, secure, or error-free, or that we will correct any defect.

Nothing in this section excludes or limits liability that the law doesn't allow us to exclude or limit, including statutory data-protection rights.

12. Limitation of Liability

12.1 General limitation

To the maximum extent the law allows, Kempian's total liability arising out of or relating to these Terms or use of the Platform will not exceed the greater of (a) the amount the applicable employer/recruiter account paid Kempian in the twelve (12) months before the event giving rise to the claim, or (b) amount placeholder. Kempian will not be liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, revenue, or data.

12.2 Carve-outs

These limitations do not apply to: (a) gross negligence or wilful misconduct; (b) a party's breach of confidentiality or data-protection obligations that causes a personal data breach attributable to that party's fault, where the law would not let this limitation apply; (c) death or personal injury caused by negligence, where applicable; or (d) any liability the law doesn't allow us to limit or exclude.

12.3 No exclusion of statutory data-protection rights

Nothing in these Terms limits or excludes any right you have under mandatory data-protection law that applies to you — including EU/UK GDPR, India's DPDP Act, or US state privacy law — including rights of access, correction, deletion, or complaint to a supervisory authority.

13. Suspension and Termination

13.1 Grounds

Kempian may suspend or terminate a user's access, in whole or in part, if we reasonably determine the user has: materially breached these Terms, the Recruiter Code of Conduct, or the AI Acceptable Use Policy; given false or fraudulent information; failed to pay fees when due; engaged in conduct that abuses or undermines the Platform's integrity or other users (Section 7); or where the law requires us to.

13.2 Effect of termination

When a user's access ends, so does their right to use the Platform. Payment obligations accrued before termination, intellectual property provisions, disclaimers, and limitation of liability survive. The Privacy Policy governs how we retain and delete candidate and account data after termination.

13.3 User-initiated closure

A user may close their account at any time through account closure mechanism. Closing an account does not automatically end a separate, currently active subscription obligation an organisation account owes; the applicable order form governs those.

14. Dispute Resolution and Governing Law

14.1 Governing law

The laws of the State of Delaware govern these Terms, without regard to its conflict-of-laws principles. The parties agree that courts in county/state, Delaware have exclusive jurisdiction over any dispute, except where mandatory law requires otherwise.

14.2 Mandatory local law is not overridden

This governing-law and venue choice governs the commercial contract between the parties. It does not override, waive, or limit any mandatory consumer-protection or data-protection right you have under the law of your home jurisdiction — including EU/UK GDPR rights, India DPDP Act rights, or applicable US state consumer-privacy rights.

14.3 Informal resolution

Before starting formal proceedings, the parties agree to try to resolve any dispute informally by contacting legal@kempian.com.

15. Changes to These Terms

We may update these Terms to reflect changes in the Platform, applicable law, or our business practices. We'll notify you of material changes through the Platform or by email, and we'll state the update's effective date. Using the Platform after that date means you accept the updated Terms. If you don't agree, stop using the Platform and close your account as Section 13.3 describes.

Related Documents

Read these Terms together with: the Privacy Policy, the Candidate Privacy & Visibility Notice, the AI Transparency Notice, the AI Acceptable Use Policy, the Recruiter Code of Conduct, and the Data Processing Addendum. Where there's a conflict, the more specific document controls on the topic it covers in detail.

Contact

• Legal notices and contract questions: legal@kempian.com
• Privacy-specific questions: privacy@kempian.com, or the Data Protection Officer at DPO name/contact — to be appointed
• India-based users: the Grievance Officer at Grievance Officer name/contact — to be appointed
• Billing: billing contact placeholder

Kempian — Terms and Conditions — v0.3 (Draft) — July 2026