We provide a cloud-based platform (Platform) that connects talent to teams more dynamically than ever before.

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us or our, we mean ZEIL Limited (Company Registration No. 3304176) of Units 1901-3, 19/F, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong.

These Terms form our contract with you, and sets out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email support@zeil.com

These Terms of Use are to be read in conjunction with any other agreements that you have made with us and supersedes any previously signed agreement. Terms of Use signed after this date or updated by us from time to time supersede these Terms of Use.

These Terms were last updated on 26 February 2024

1.1 These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only (which may be suspended or revoked in accordance with these Terms).

1.2 You must be at least 14 years old to use our Platform.

1.3 Variations: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account and cancel your Subscription with effect from the date of the change in these Terms by providing written notice to us. If you cancel your Subscription:

(a) you will no longer be able to access our Services (including our Platform) on and from the date of cancellation.

(b) if you have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining.

2.1 We provide the following services to you:

(a) access to our platform so that you can:

• (1) publish Advertisements to promote opportunities within your organisation;
• (2) host and display your Brand Page on the Platform;
• (3) make posts to promote your organisation on your feed in our Platform;
• (4) communicate with candidates who have applied to fill opportunities within your organisation;
• (5) find and engage talent to fill opportunities within your organisation; and

(b) access our troubleshooting support (Support Services),

(collectively, our Services)

2.2 If you require Support Services, you may request these by sending an email to support@zeil.com.

2.3 Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.

2.4 Our Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

2.5 We will not be responsible for any other services unless expressly set out on in these Terms.

2.6 Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).

2.7 Beta Services: If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk.

2.8 Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 13.7.

3.1 You must sign up for an Account in order to access and use our Platform, which will be assigned to and managed by your Super-Admin Users.

3.2 You are responsible for ensuring that your Super-Admin Users comply with these Terms of Use.

3.3 A Super Admin User may add other Super Admin Users, or revoke a Super Admin User’s permissions. If for some reason you cannot replace a Super Admin User through our Platform, you may notify us at any time in writing that you wish to replace your nominated Super Admin User by providing the details of your replacement Super Admin User.

3.4 Your Super-Admin Users may invite Admins to access and use our Services under your Account. Each of your Admins will require a login (which is linked to your Account), in order to access your Brand Page and post Advertisements on your behalf. You are responsible for ensuring that your Admins comply with these Terms. Your Super-Admin Users may change who your Admins are at any time through your Account, and what access rights or permissions they have when using our Platform.

3.5 While you have an Account with us, you agree to (and to ensure your Super-Admin Users and Admins agree to):

• (a) keep your information up-to-date (and ensure it remains true, accurate and complete);
• (b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
• (c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

3.6 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

4.1 Once you have created an Account, your Initial Super-Admin User (or another Super-Admin User) may create a branded page for your organisation (Brand Page).

4.2 You must ensure that your Brand Page is up-to-date, and that any content you display on your Brand Page:

• (a) is professional, respectful, relevant and accurate;
• (b) is not misleading or deceptive; and
• (c) does not infringe on a person’s rights (including intellectual property or privacy rights)

4.3 You agree that if your Brand Page does not comply with clause 4.2, we may disable access to, or refuse to publish, your Brand Page.

4.4 You grant us a limited right to use any Customer IP for the sole purpose of hosting and displaying your Brand Page on our Platform. You further agree that we may continue to display your Brand Page on our Platform even where you are no longer a customer of ours, until such point in time you delete your Brand Page through the Platform.

4.5 We may, from time-to-time, revise the format or layout of Brand Pages.

5.1 Once you have created your Brand Page, you may begin posting Advertisements.

5.2 Each Advertisement must comply with the Advertising Guidelines set out on our Platform at the time of posting. For the avoidance of doubt, any changes to the Advertising Guidelines do not apply to Advertisements already posted.

5.3 We may remove Advertisements that do not comply with clause 5.2, and you will not be refunded any Advertisement Fees as a result of your breach.

6.1 Upon providing details for your preferred Payment Method, we will process payments by automatically deducting Monthly Fees from your preferred Payment Method. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account and you confirm that you are either the holder or an authorised signatory of that bank account. You must not pay, or attempt to pay, any Subscription Fees, Advertisement Fees or any other amounts by fraudulent or unlawful means.

6.2 Late Payments: If any Subscription Fees, Advertisement Fees or other amounts are not paid on time, we may:

• (a) suspend your access our Services (including access to our Platform); and
• (b) charge interest on any overdue payments at a rate equal to the Hong Kong Monetary Authority’s base rate, from time-to-time, plus 5% per annum, calculated daily and compounding monthly.

6.3 Subscriptions: Any Subscriptions that we offer will be set out on our Platform, or any contract that incorporates these Terms, including details of each Subscription’s features and limitations, Subscription Fees and Subscription Periods.

6.4 Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

7.1 While you have an Account, we grant you, your Super-Admin Users and your Admins a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out on our Platform or any contract that incorporates these Terms).

7.2 You must not (and you must ensure that your Super Admin Users and Admins do not):

• (a) access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
• (b) interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
• (c) introduce any viruses or other malicious software code into our Platform;
• (d) use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
• (e) attempt to access any data or log into any server or account that you are not expressly authorised to access;
• (f) use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
• (g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
• (h) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

8.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

8.2 Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

8.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

9.1 We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.

9.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

9.3 We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

• (a) supply our Services to you, your Super-Admin Users and your Admins (for example, to enable you, your Super-Admin Users and your Admins to access and use our Services), and otherwise perform our obligations under these Terms;
• (b) diagnose problems with our Services;
• (c) improve, develop and protect our Services;
• (d) send you information we think may be of interest to you based on your marketing preferences;
• (e) perform analytics for the purpose of remedying bugs or issues with our Platform; or
• (f) perform our obligations under these Terms (as reasonably required).

9.4 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks and may be transferred unencrypted.

9.5 You are responsible for (meaning we are not liable for):

• (a) the integrity of Your Data on your systems, networks or any device controlled by you, your Super-Admin Users or your Admins; and
• (b) backing up Your Data

9.6 When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

9.7 If you do not provide Your Data to us, it may impact your ability to receive our Services.

10.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Super-Admin Users, Admins, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

10.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

10.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available at https://www.zeil.ai/privacy/, and applicable privacy laws.

10.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

10.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors). Any disclosures that we make will be for the purposes of supplying our services to you.

11.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.

11.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

11.3 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

11.4 If you accept these Terms in New Zealand, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Consumer Guarantees Act 1993. However, if you are a business, we and you agree that, to the maximum extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply to these Terms or the supply of our Services, and it is fair and reasonable that we and you are bound by these Terms (including this clause).

12.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or connected with:

• (a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems);
• (b) any action (or lack of action) by you, your Super-Admin Users or your Admins;
• (c) any use of our Services by a person or entity other than you, your Super-Admin Users or your Admins; and
• (d) any works, services, goods, materials or items which do not form part of our Services (as expressed in these Terms), or which have not been provided by us (for example, third party products or services).

12.2 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

• (a) neither we or you are liable for any Consequential Loss;
• (b) our or your liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; and
• (c) our aggregate liability to you for any Liability under any circumstances is limited to us resupplying our Services to you or, in our sole discretion, to us repaying you the amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates, or if you are not on a Subscription, the total Advertising Fees paid by you to us.

13.1 To the extent that you are using or accessing our Platform on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for our Platform and any content available on our Platform.

13.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

13.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

13.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

13.5 is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

13.6 agree to comply with any applicable third-party terms when using our mobile application

13.7 Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

13.8 You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

14.1 We may may terminate these Terms (meaning you will lose access to our Services, including access to your Account, and any Subscription will be cancelled) if:

• (a) you your Super Admin Users or your Admins breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
• (b) you, your Super Admin Users or your Admins breach these Terms and that breach cannot be remedied;
• (c) you fail to pay your invoices when they are due after we have given you a 14-day payment notice; or
• (d) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

14.2 You may terminate these Terms if:

• (a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
• (b) we breach these Terms and that breach cannot be remedied, and

If you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.

14.3 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 15.8), and if you have a Subscription, termination will take effect at the end of your current Subscription Period.

14.4 Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

14.5 Termination of these Terms will not affect any other rights or liabilities that we or you may have.

15.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

15.2 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting, either Party may refer the matter to arbitration administered by the Singapore International Arbitration Centre (SIAC) with such arbitration to be conducted in Singapore before one arbitrator, in English and in accordance with the SIAC Arbitration Rules. The determination of the arbitrator will be final and binding.

15.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

15.4 Governing law: These Terms are governed by the laws of Hong Kong, and any matter relating to these Terms is to be determined exclusively by the courts in Hong Kong and any courts entitled to hear appeals from those courts.

15.5 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

15.6 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

15.7 Nature Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

15.8 Notices: Any notice you send to us must be sent to support@zeil.com. Any notice we send to you will be sent to the email address registered against your Account.

15.9 Publicity: You agree that we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose. This may include us, from time-to-time, using screenshots, imagery, logos and video footage from within our Platform in our marketing and communications.

15.10 Survival: Clause 4.4 and clauses 9 to 13 will survive the termination or expiry of these Terms.

15.11 Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.

16.1 In these Terms:

Account means an account accessible to your Super-Admin Users, under which Admins may be granted with access.

Admins means the users you invite to use our Platform under your account.

Advertisement means an advertisement for open roles on our Platform, consisting of:

(a) ZEIL Basic Advertisements: which only support a single image and information about the opportunity; or

(b) ZEIL Plus Advertisements: which support:

• (i) up to five (5) images in a carousel;
• (ii) information about the opportunity;
• (iii) split image testing; and
• (iv) enhanced data analytics, which may enable future optimisation

Advertisement Fee means the fee to post an Advertisement, as set out on the Platform or any contract you have with us (including any 'Bundle Contract' that incorporates these Terms).

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Monthly Fees means your total monthly Subscription Fees (if you have a Subscription), and any Advertisement Fees for jobs posted during the relevant month only.

Payment Method(s) means direct bank transfer (i.e. direct debit), debit card or credit card

Platform means our cloud-based platform, available at https://www.zeil.ai

Services means the services we provide to you, as detailed in clause 2.1.

Subscription means your chosen subscription plan (if any) set out on the Platform, or any contract that incorporates these Terms, which you use to access certain features and benefits.

Subscription Fees means the fees you pay to us to access your chosen Subscription (if any), as set out on the Platform or any contract that incorporates these Terms.

Subscription Period means the period of your Subscription (if any), as set out on the Platform or any contract that incorporates these Terms.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you, your Super-Admin Users and your Admins when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.

We provide a cloud-based platform (Platform) that connects talent to teams more dynamically than ever before.

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us or our, we mean ZEIL Limited (Company Registration No. 3304176) of Units 1901-3, 19/F, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong.

These Terms form our contract with you, and sets out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email support@zeil.com.

These Terms of Use are to be read in conjunction with any other agreements that you have made with us and supersedes any previously signed agreement. Terms of Use signed after this date or updated by us from time to time supersede these Terms of Use.

These Terms were last updated on 27 October

1.1 These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only (which may be suspended or revoked in accordance with these Terms).

1.2 You must be at least 14 years old to use our Platform.

1.3 Variations: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account with effect from the date of the change in these Terms by providing written notice to us. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation.

2.1 We provide the following services to you:

• (a) access to our Platform;
• (b) access to the ZEIL CV Builder; and
• (c) access our troubleshooting support (Support Services),

(collectively, our Services)

2.2 If you require Support Services, you may request these by getting in touch with us through our Platform.

2.3 Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.

2.4 Our Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

2.5 We will not be responsible for any other services unless expressly set out on in these Terms or on our Platform.

2.6 Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 11.6.

3.1 You must sign up for an Account in order to access and use our Platform.

3.2 You may register for an Account using your Apple or Google account (Single Sign-On Account). If you sign in to your Account using a Single Sign-On Account, you authorise us to access information from your Single Sign-On Account including your name and contact information.

3.3 While you have an Account with us, you agree to:

• (a) keep your information up-to-date (and ensure it remains true, accurate and complete);
• (b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
• (c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

3.4 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

4.1 While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person.

4.2 You must not:

• (a) access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
• (b) interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
• (c) introduce any viruses or other malicious software code into our Platform;
• (d) use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
• (e) attempt to access any data or log into any server or account that you are not expressly authorised to access;
• (f) use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
• (g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
• (h) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

5.1 ZEIL enables you to submit information and content (user content) for the purpose of building a ZEIL profile and CV. By creating, modifying, transmitting, uploading, or submitting any user content, you:

• (a) warrant that the information does not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party;
• (b) warrant that you will not breach or violate any applicable laws, regulation, or legally binding codes.
• (c) grant us a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual, irrevocable, licence to publicly display and make your user content available, (and, in any media, now known or hereafter developed) to other users of ZEIL and our Site, and other users of our services in such manner as we may permit from time to time.
• (d) warrant and represent that you have the right to grant or are the creator or owner of the licences and rights described above and that our publication of the user content will not infringe any third party’s rights or any applicable law.
• (e) warrant that Your user contents are not false, inaccurate, or misleading.
• (f) warrant that Your user contents are not offensive, defamatory, or otherwise objectionable and does not violate any applicable law concerning child pornography, or otherwise intended to protect the health and wellbeing of minors.
• (g) warrant that Your user contents do not include any images of nudity or other images of an obscene or inappropriate nature.
• (h) warrant that Your user contents are not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

5.2 We do not claim ownership of Your user content, but you grant us a non-exclusive, perpetual and irrevocable licence to store, copy, reformat, publish and otherwise use that content for the purposes of operating the ZEIL platform and ZEIL app and exercising our rights under these terms. You waive all moral rights in the contribution of your user contents, and you warrant that moral rights have not otherwise been asserted in your contributions.

You can end this license for specific content by deleting such content from the ZEIL Platform or ZEIL app, or generally by deleting your account, except to the extent where:

• (a) You have shared it with others as part of the Service and the content has been copied, re-shared it or stored
• (b) It is in the period that is the duration of the reasonable time it takes to remove the content from backups and other systems

By submitting suggestions or other feedback regarding our Services to us, you agree that we can reproduce, distribute, transmit, create derivative works of, and publicly display any materials and other information, including using ideas for new or improved products and services in relation to our Services.

6.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

6.2 Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

6.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

7.1 We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.

7.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

7.3 We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

• (a) supply our Services to you (for example, to enable you to access and use our Services), and otherwise perform our obligations under these Terms;
• (b) diagnose problems with our Services;
• (c) improve, develop and protect our Services;
• (d) send you information we think may be of interest to you based on your marketing preferences;
• (e) perform analytics for the purpose of remedying bugs or issues with our Platform; or
• (f) perform our obligations under these Terms (as reasonably required)

7.4 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur of various networks, and may be transferred unencrypted.

7.5 You are responsible for (meaning we are not liable for):

• (a) the integrity of Your Data on your systems, networks or any device controlled by you; and
• (b) backing up Your Data

7.6 When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

7.7 If you do not provide Your Data to us, it may impact your ability to receive our Services.

8.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

8.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

8.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available at https://www.zeil.ai/privacy/, and applicable privacy laws.

8.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

8.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

9.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.

9.2 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

9.3 If you accept these Terms in New Zealand, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Consumer Guarantees Act 1993.

10. Liability

To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

• (a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
• (b) any use of our Services by a person or entity other than you.

10.2 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

• (a) neither we or you are liable for any Consequential Loss;
• (b) a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
• (c) (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
• (d) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to US$1,000.

11.1 To the extent that you are using or accessing our Platform on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for our Platform and any content available on our Platform.

11.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

11.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

11.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

11.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

11.6 You agree to comply with any applicable third-party terms when using our mobile application.

11.7 Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

11.8 You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

12.1 We may terminate these Terms (meaning you will lose access to our Services, including access to your Account) if:

• (a) you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
• (b) you breach these Terms and that breach cannot be remedied; or
• (c) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

12.2 You may terminate these Terms if:

• (a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
• (b) we breach these Terms and that breach cannot be remedied.

12.3 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 14.8), and termination will take effect immediately.

12.4 Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

12.5 Termination of these Terms will not affect any other rights or liabilities that we or you may have.

13.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

13.2 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting, either Party may refer the matter to arbitration administered by the Singapore International Arbitration Centre (SIAC) with such arbitration to be conducted in Singapore before one arbitrator, in English and in accordance with the SIAC Arbitration Rules. The determination of the arbitrator will be final and binding.

13.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

13.4 Governing Law: These Terms are governed by the laws of Hong Kong, and any matter relating to these Terms is to be determined exclusively by the courts in Hong Kong and any courts entitled to hear appeals from those courts.

13.5 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

13.6 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

13.7 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

13.8 Notices: Any notice you send to us must be sent to support@zeil.com. Any notice we send to you will be sent to the email address registered against your Account.

13.9 Survival: Clauses 8 to 13 will survive the termination or expiry of these Terms.

13.10 Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.

14.1 In these Terms:

Account means an account accessible to the individual who signed up to our Services.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Platform means our cloud-based platform, available at https://www.zeil.ai.
Services means the services we provide to you, as detailed in clause 2.1.
Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving our Services or stored by or generated by your use of our

Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services.

Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.