Welcome to Startup Roles (the "Platform"), operated by Startup Roles ("Startup Roles", "we", "us" or "our"). These Client Terms of Service ("Terms") govern your access to and use of the Platform and any related services we make available to hiring organisations, including the shortlisting, sourcing and pipeline tools we describe as "the Service".

These Terms form a binding contract between Startup Roles and the organisation you represent ("Client", "you" or "your"). By creating an account, accessing the Platform, or interviewing, contacting or engaging a candidate whose contact details we have surfaced to you, you accept these Terms. You promise us that you are authorised to enter into these Terms on behalf of the organisation you represent.

Please read these Terms carefully. Pay particular attention to section 5 (Our obligations and disclaimers), section 6 (Fees and the 5% success fee), section 7 (Pre-existing candidates), section 8 (Anti-circumvention), section 9 (Your obligations), section 15 (Indemnity), section 16 (Liability), and section 20 (Governing law and dispute resolution).

Capitalised terms have the meaning given to them in section 22 (Definitions) or in the sentence in which they first appear.

1. About us

Startup Roles operates the Platform at startuproles.co and related domains. Where these Terms require a written notice or a legal-facing request, please contact us at legal@startuproles.co. A current business address and any registered entity details are available on request from that mailbox.

2. Clients only

These Terms apply only to Clients using the Platform to source and hire candidates. Individuals who are the subject of a search, or who apply to public roles listed through the Platform, are "Candidates" and are not parties to these Terms. Candidate-facing communications are covered by our Privacy Policy.

3. What Startup Roles is

Startup Roles is a software platform. We use AI models, automated sourcing tooling and human review to help founders draft hiring briefs, calibrate taste, generate longlists, surface candidate contact information, and manage the subsequent pipeline as an ATS-style board.

We do not act as an employment agency, employment business, employer of record, staffing firm, or fiduciary. Any decision to interview, offer, hire, reject or contact a Candidate is made by you and is your sole responsibility.

4. Eligibility and accounts

You must be at least 18 years old and legally capable of forming a binding contract. Each individual user must maintain their own login and keep credentials confidential. You are responsible for all activity on your account, whether or not authorised by you. You must notify us immediately at legal@startuproles.co if you suspect unauthorised access to your account.

5. Our obligations and disclaimers

Scope. We will provide access to the Platform in accordance with these Terms and will use commercially reasonable efforts to keep it available, subject to maintenance and factors outside our reasonable control.

Sourcing feature. The Platform surfaces information about potential Candidates from public sources, structured data our tools compile, and outputs of AI systems. A profile appearing in the Platform is not a warranty about that individual's availability, accuracy, willingness to move, or fit. Merely viewing a profile is not an "Introduction"; an Introduction happens only when you accept a Candidate from your longlist and we reveal their contact details for you to contact directly.

No screening. We do not carry out background checks, reference checks, criminal record checks, right-to-work checks, qualification verification, sanctions screening, or other vetting of Candidates unless we have separately agreed to do so in writing. You are solely responsible for all such checks before you Engage any Candidate.

AI output is not advice. Because AI models can hallucinate, misrank, or produce biased output, any suggestion, shortlist, persona, summary, message draft or other output generated by the Platform ("AI Output") is for informational purposes only. It is not legal, employment, immigration, tax, or professional advice. You must independently verify AI Output and must not rely on it as the sole basis for an employment decision.

"As is". The Platform is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all implied warranties, terms and conditions, including as to satisfactory quality, fitness for a particular purpose, accuracy, non-infringement, and any warranty arising from course of dealing or usage of trade.

6. Fees and the 5% success fee

Access. Access to the Platform itself is currently offered without a subscription fee. We may introduce paid plans on notice; those plans will be governed by additional order-form terms.

Success fee, employees. If we surface a Candidate to you through the Platform and you or an Affiliate Engage that Candidate as an employee within twelve (12) months of the Introduction, you will pay us a success fee equal to five percent (5%) of the Candidate's first-year gross base salary, exclusive of VAT (the "Success Fee"). The Success Fee is payable regardless of whether the Candidate is Engaged for the specific role originally discussed or for a different role, team or function within your organisation or Affiliates.

Success fee, contractors and other engagements. If the Candidate is Engaged other than as an employee (including as a contractor, consultant, adviser, fractional hire, or via an intermediary or personal service company), the Success Fee is five percent (5%) of the total fees paid or payable in connection with that engagement, including any extensions or renewals, up to a maximum measurement period of twelve (12) months from the start of the engagement.

Conversion. If a contractor-style Engagement converts to employment within twelve (12) months of the start of the contractor Engagement, the employee Success Fee becomes payable, less any fees already invoiced for the contractor Engagement in respect of that Candidate.

Refund guarantee. If a Candidate you Engage as an employee leaves that Engagement due to their own resignation (other than resignation caused by your material breach or misconduct) or is dismissed for reasons unrelated to redundancy, restructure, or acts outside their performance or conduct, in each case within the first three (3) months of their start date, we will refund the Success Fee in full to the original payment method. You must notify us in writing at legal@startuproles.co within fourteen (14) days of the termination and provide reasonable evidence of the leaving date and reason. The refund will be processed within thirty (30) days of that notification.

Re-engagement. A Success Fee remains due if a Candidate is Engaged within twelve (12) months of the Introduction even if the Candidate was previously rejected, paused, or otherwise not progressed.

Invoicing and payment terms. We will invoice the Success Fee when we become aware of the Engagement. Invoices are payable within fourteen (14) days of receipt by bank transfer to the account named on the invoice. All fees are exclusive of VAT and any other applicable taxes, which you will pay in addition where applicable.

Late payment. Overdue amounts accrue interest daily at four percent (4%) above the Bank of England base rate from the due date until paid in full, whether before or after judgment. We may suspend access to the Platform for any account with an overdue invoice.

Notification. You must notify us at legal@startuproles.co within thirty (30) days of the offer being accepted by any Candidate we have Introduced, and provide the agreed base salary or contract rate. If you fail to notify us within that period, we may issue an invoice based on our reasonable estimate, subject to later adjustment on receipt of evidence.

7. Pre-existing candidates

A Success Fee will not be due if you can demonstrate that, in the six (6) months immediately before the Introduction, the Candidate was already in an active recruitment pipeline of yours as evidenced by one or more of the following:

a direct, unsolicited application from the Candidate to you for a similar role;
a recorded interview between the Candidate and a member of your team for a similar role;
a written offer of employment or engagement made by you and communicated to the Candidate; or
an active, documented recruitment engagement with the Candidate through another retained agency, evidenced by dated records.

You must raise a pre-existing pipeline claim within seven (7) days of the Introduction and provide reasonable dated evidence. Our reasonable determination of whether a Candidate qualifies as pre-existing will be final and binding unless proven manifestly incorrect.

8. Anti-circumvention

You must not, and must ensure that your Affiliates and personnel do not, directly or indirectly attempt to avoid the Success Fee. Circumvention includes:

Engaging a Candidate we Introduced through a subsidiary, holding company, portfolio company, adviser, intermediary, or third party;
referring the Candidate to another organisation that then Engages them, where that referral was materially motivated by avoiding fees;
delaying an Engagement until after the twelve-month tracking window solely to avoid the Success Fee;
using the contact details we surface for any purpose other than evaluating and engaging the Candidate for your own hiring needs, including sharing them with third parties or using them for outbound sales, marketing, or list-building.

If we reasonably determine that you have breached this section, the full Success Fee that would otherwise have been payable remains due, and you agree that this represents a genuine pre-estimate of our loss.

9. Your obligations

Accurate information. Information you submit to the Platform, including job briefs, criteria, offers made, hires, salaries and Engagements, must be accurate, complete, current, and not misleading. You will not withhold information about Candidates you have Engaged.

Lawful use. You will comply with all applicable laws when using the Platform and when contacting Candidates, including anti-discrimination law, employment law, immigration and right-to-work rules, background-check law, data protection law (including UK GDPR, EU GDPR, and CCPA/CPRA where applicable), and rules on electronic communications (including PECR, CAN-SPAM and equivalents).

Candidate outreach. When we reveal a Candidate's contact details to you, you become an independent controller for that data. You are solely responsible for the content, timing and legality of any outreach, and for providing any required notices, honouring opt-outs, and retaining records.

No prohibited content. You must not upload or submit anything that is unlawful, defamatory, obscene, infringing, malicious, or that contains malware or exploits.

Security. Keep credentials confidential. Do not share login access with anyone outside your organisation. Notify us immediately if you suspect any compromise.

10. Your content

You retain all rights in the content you submit to the Platform ("Client Content"), including briefs, criteria, swipes, notes, feedback, personas and uploads. You grant Startup Roles a worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, display, adapt and create derivative works of Client Content solely to operate, secure, support, analyse and improve the Platform. You represent that you have all rights and lawful bases necessary to submit Client Content and to grant this licence.

We may use anonymised and aggregated data derived from your use of the Platform for benchmarks, product analytics and service improvement, provided it does not identify you or any individual.

11. AI models and training

The Platform relies on third-party large language models and other AI systems. We contractually restrict those providers from using your prompts, uploads or outputs to train their foundation models. We may fine-tune our own retrieval, ranking and prompt configurations using de-identified signals derived from Platform use.

12. Intellectual property

The Platform, including the software, models, prompt configurations, retrieval indices, taxonomies, brand elements and documentation, is owned by Startup Roles and its licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform for your internal hiring purposes only. All rights not expressly granted are reserved.

You must not, and must not permit any third party to, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, models, weights, prompts, or retrieval indices; scrape or bulk-extract data from the Platform; or use the Platform, its outputs, or any part of it to develop, train, evaluate, or market a competing product or service.

13. Confidentiality

Each party will protect the other's non-public information with at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care), and will use it only to perform under these Terms. This obligation does not apply to information that is or becomes public through no breach of these Terms, independently developed without use of the other's confidential information, or required to be disclosed by law or regulator (subject, where lawful, to prior notice).

14. Data protection

Our processing of personal data is described in the Privacy Policy. Where UK GDPR or EU GDPR applies, the parties act as independent controllers in respect of Candidate personal data shared through the Platform, as further set out in the Data Sharing Agreement, which is incorporated by reference into these Terms.

15. Indemnity

You will defend, indemnify and hold harmless Startup Roles and its officers, directors, employees, agents, sub-processors and affiliates from and against any and all third-party claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to:

Client Content you submit or make available through the Platform;
your use of the Platform, including any AI Output you act on;
your outreach to, communications with, decisions about, or Engagement of any Candidate;
your breach of these Terms, the Acceptable Use Policy, or any applicable law; or
any claim by a Candidate, employee, contractor, or regulator that arises from your acts or omissions.

16. Limitation of liability

Nothing in these terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

Subject to the paragraph above, to the maximum extent permitted by law, in no event will Startup Roles, its affiliates, officers, employees, or suppliers be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill, business, contracts, anticipated savings, or opportunity, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if advised of the possibility of such damages.

Subject to the first paragraph of this section, our aggregate liability to you for all claims arising out of or relating to these Terms and the Platform in any twelve-month period will not exceed the greater of (a) the total fees you paid us in the twelve (12) months preceding the event first giving rise to the claim, or (b) one thousand pounds sterling (£1,000).

17. Suspension and termination

We may suspend or terminate your access to the Platform at any time, with or without notice, if we reasonably believe you have breached these Terms, that continued access creates security, legal, reputational or regulatory risk, or that you have an overdue invoice. You may stop using the Platform at any time by closing your account.

On termination, any accrued rights and obligations survive, including outstanding invoices and Success Fees for Introductions made before termination that later result in an Engagement within the twelve-month tracking window. Sections that by their nature should survive termination (including fees, indemnity, liability, IP, confidentiality, governing law) will survive.

18. Changes to the Platform and to these Terms

We may change, add to, or discontinue any feature of the Platform at any time. We may update these Terms from time to time; where changes are material, we will provide reasonable notice by email or in-product notice and update the Effective Date above. Continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

19. Force majeure

Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including internet or hosting failures, upstream AI-provider outages, acts of God, acts of government, industrial action, or cyber-attacks.

20. Governing law and disputes

These Terms and any dispute or claim (including non-contractual disputes) arising out of or in connection with them, their subject matter or formation are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute. Nothing in this section limits any non-waivable rights you have under mandatory law of your place of habitual residence.

21. General

Entire agreement. These Terms, together with the Privacy Policy, Cookie Policy, Acceptable Use Policy and Data Sharing Agreement, form the entire agreement between you and Startup Roles about the Platform, and supersede any prior agreement or understanding.

No waiver. A failure or delay in exercising any right does not waive that right.

Severability. If any part of these Terms is held unenforceable, the remainder continues in full force and effect.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition or sale of assets.

Third-party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

Notices. Legal notices to us must be sent to legal@startuproles.co. Notices to you may be given by email to the address on your account or by in-product notice.

22. Definitions

"Affiliate" means any entity that controls, is controlled by, or is under common control with a party, including parent, subsidiary and portfolio companies.

"Candidate" means an individual whose information is surfaced through the Platform or who is otherwise considered by you for an Engagement in connection with your use of the Platform.

"Engage" / "Engagement" means to hire, retain, or otherwise commercially engage a Candidate (including as an employee, contractor, consultant, adviser, or fractional hire), whether directly or through an intermediary or Affiliate.

"Introduction" means the moment we reveal a Candidate's contact details to you following your acceptance of that Candidate from a longlist, or any other event by which we make a Candidate's contact information available for you to reach out.

"Including". References to "including" mean "including without limitation".

23. Contact

Legal and contractual questions: legal@startuproles.co. Privacy questions: privacy@startuproles.co.