All of Rena’s legal policies and documents are available below. Here you will find our Privacy Policy, Terms of Service, Cookie Policy, and other key legal information, designed to give you clear guidance on how we operate and safeguard your data.
These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between Capital Placement Ltd, trading as Rena ("Rena", "we", "us", or "our") and the entity identified in the Order Form ("Customer", "you", or "your"). By executing an Order Form, accessing or using our Services, you agree to be bound by these Terms.
In this Agreement, the following terms shall have the meanings set out below:
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting securities or beneficial interest.
"AI Interview Minutes" means the total duration of AI-powered video interviews conducted through the AI Interview Module, measured in minutes and charged on a consumption basis.
"Applicable Data Protection Law" means all laws and regulations relating to the processing of Personal Data applicable to either party's performance under this Agreement, including the UK GDPR, EU GDPR (where applicable), UAE Data Protection Law, and any other applicable national data protection legislation.
"Authorised Users" means Customer's employees, contractors, and agents who are authorised by Customer to access and use the Services under the rights granted in this Agreement and for whom Customer has purchased subscriptions.
"Beta Features" means features, functionality, or services clearly designated as beta, pilot, preview, early access, or similar designation that are made available to Customer on a trial or evaluation basis.
"Business Hours" means Monday through Friday, 10:00-18:00 UK Time (GMT/BST as applicable), excluding UK public holidays.
"Bring Your Own Contract (BYOC)" means Customer's existing job board contracts where Customer provides their own API credentials or account details for job distribution through the Platform.
"Certificate Module" means the feature enabling issuance of certificates to candidates, applicable for certain business types as specified in the Order Form.
"Communication Module" means the platform's messaging and communication features, including unlimited in-platform messaging with consumption-based charges for SMS and telephone communications as specified in the Order Form.
"Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
"Consumption-Based Services" means Services charged based on actual usage, including AI Interview Minutes, SMS and telephone communications, Premium Job Board postings, among others.
"Core ATS" means Rena's Core Applicant Tracking System including application receiving, candidate review, document management, notes, evaluations, and related recruitment workflow features.
"Customer Data" means all data, content, and information (including Personal Data) that Customer or Authorised Users submit, upload, transmit, or otherwise make available through the Services, including without limitation candidate data, employee records, CV data, interview recordings, survey responses, signed documents, certificates, and any other information processed through the Platform.
"Documentation" means Rena's standard user guides, help documentation, and other materials describing the functionality, features, and proper use of the Services, as updated from time to time and made available on request..
"DPA" means the Data Processing Addendum dated 4 September 2025 entered into between the parties, which governs the processing of Personal Data.
"HRIS Employee" means each individual employee record actively managed within the HRIS Module, charged per employee per month as specified in the Order Form.
"HRIS Module" means Rena's Human Resource Information System features for managing employee records, charged on a per-employee-per-month basis.
"Intellectual Property Rights" means all intellectual and industrial property rights of any kind whatsoever including patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Job Distribution Credits" means the number of free job postings to standard job boards included in Customer's subscription tier as specified in the Order Form.
"Order Form" means an ordering document, statement of work, or online order executed by the parties that references and incorporates these Terms and specifies the Services to be provided, subscription details, fees, and other commercial terms.
"Personal Data" has the meaning given to it under Applicable Data Protection Law.
"Platform" means Rena's proprietary cloud-based software platform accessible at heyrena.com / c-p.to and any related mobile applications, including all software, systems, and technology used to provide the Services.
"Premium Job Boards" means third-party job boards that require payment for job postings, charged on a consumption basis at the job board's pricing plus Rena's service fee as specified in the Order Form.
"Services" means the Platform and all services, features, and functionality provided by Rena as described in the applicable Order Form and Documentation, including but not limited to:
"Service Levels" means the service level objectives described in our Service Transparency & Communication Commitment document dated 1 September 2025, as may be updated from time to time.
"Signature Module" means the electronic signature and contract management features for executing documents and agreements.
"Subscription Term" means the initial term and any renewal terms during which Customer has subscribed to the Services as specified in the applicable Order Form.
"Survey Module" means the internal survey and employee engagement tool for creating, distributing, and analysing surveys.
"Third-Party Services" means third-party products, applications, services, or integrations that interoperate with the Services, including calendaring systems, email services, job boards, background check providers, and other third-party platforms.
Subject to Customer's compliance with this Agreement and payment of applicable Fees, Rena grants Customer a non-exclusive, non-transferable, non-sublicensable (except as expressly permitted herein), limited right during the Subscription Term to:
(a) Access and use the Services in accordance with this Agreement, the Documentation, and the applicable Order Form;
(b) Permit Authorised Users to access and use the Services solely for Customer's internal business purposes; and
(c) Upload, store, and process Customer Data through the Services in accordance with this Agreement.
Core ATS Module
The Core ATS includes application receiving, candidate review, document management, notes, evaluations, and recruitment workflow management. All features are included in the base subscription unless otherwise specified in the Order Form.
AI Interview Module
The AI Interview Module is charged on a consumption basis, calculated per minute of interview conducted. Interview time is measured and billed in whole-minute increments, with each minute commencing after the first second of usage. For example, an interview lasting up to 60 seconds will be billed as one (1) minute, while an interview lasting 61 seconds will be billed as two (2) minutes.
Customer purchases AI Interview Minutes as specified in the Order Form. Unused minutes do not roll over unless expressly agreed in the Order Form.
HRIS Module
The HRIS Module is charged per employee per month. "Employee" means each individual employee record actively managed within the HRIS system. Billing adjustments for employee changes shall be calculated automatically based on actual usage and applied on the next billing cycle on a pro-rata basis.
Survey Module
The Survey Module enables creation and distribution of internal surveys and engagement tools. Survey responses are included in Customer Data and subject to the same data protection obligations.
Signature Module
The Signature Module provides electronic signature capabilities for contract management. Customer is responsible for ensuring that electronic signatures comply with applicable laws in Customer's jurisdiction, including, but not limited to, the Electronic Communications Act 2000 and eIDAS Regulation where applicable.
Certificate Module
The Certificate Module enables issuance of certificates. This module is only applicable and available for certain business types as specified in the Order Form. Customer is solely responsible for the content and legal compliance of certificates issued.
Communication Module
The Communication Module provides:
(a) Unlimited in-platform messaging at no additional charge;
(b) SMS communications charged on a consumption basis per message sent;
(c) Telephone communications charged on a consumption basis per minute.
Consumption-based communication charges are billed monthly in arrears based on actual usage. Current rates are specified in the Order Form and may be updated annually with 30 days' notice.
Job Distribution Services
Job Distribution includes:
(a) Free job postings to standard job boards up to the number of Job Distribution Credits specified in the Order Form per year;
(b) Premium Job Board postings charged on a consumption basis at the applicable job board's rate plus Rena's service fee;
(c) BYOC (Bring Your Own Contract) postings where Customer uses their own job board credentials, charged per posting as specified in the Order Form.
Customer is responsible for compliance with all job board terms of service. Rena is not liable for job board availability, performance, or policy changes.
Customer shall:
(a) Be responsible for all activities conducted through Customer's account and Authorised Users' accounts;
(b) Ensure that the number of Authorised Users does not exceed the number of subscriptions purchased in the applicable Order Form;
(c) For HRIS Module, ensure that the number of HRIS Employees does not exceed the number purchased in the applicable Order Form;
(d) Ensure that each Authorised User keeps their login credentials confidential and secure;
(e) Not permit any third party to access the Services using Customer's or Authorised Users' credentials;
(f) Notify Rena immediately of any unauthorised access to or use of the Services; and
(g) Be solely responsible for the acts and omissions of Authorised Users, and any act or omission by an Authorised User that would constitute a breach of this Agreement if taken by Customer shall be deemed a breach by Customer.
Customer shall not, and shall ensure that Authorised Users do not:
(a) Use the Services for any purpose other than as expressly permitted under this Agreement;
(b) Modify, copy, reproduce, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform or Services;
(c) Remove, alter, or obscure any proprietary notices on the Services or Documentation;
(d) Use the Services to store or transmit infringing, libellous, unlawful, or tortious material, or to store or transmit material in violation of third-party privacy or other rights;
(e) Use the Services to store or transmit malicious code, viruses, worms, time bombs, Trojan horses, or other harmful or malicious computer code, files, scripts, or programs;
(f) Interfere with or disrupt the integrity or performance of the Services or attempt to gain unauthorised access to the Services or related systems or networks;
(g) Access the Services for purposes of monitoring availability, performance, or functionality, or for any other benchmarking or competitive purposes;
(h) License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit or make the Services available to any third party except as expressly permitted in this Agreement;
(i) Use the Services in any manner that exceeds the Fair Usage Guidelines set forth in Section 2.7 or any usage limits specified in the applicable Order Form;
(j) Use the Services to develop, support, or operate a product or service that competes with Rena's Services;
(k) Take any action that imposes or may impose an unreasonable or disproportionately large load on Rena's infrastructure;
(l) Exceed purchased Consumption-Based Services without purchasing additional capacity;
(m) Share or resell Consumption-Based Services (AI Interview Minutes, communication credits, job postings) to third parties; or
(n) Use the Certificate Module to issue fraudulent, misleading, or legally non-compliant certificates.
Customer shall use the Services in compliance with all applicable laws, regulations, and rules, including but not limited to:
(a) Applicable Data Protection Law, including ensuring Customer has all necessary lawful bases and consents for processing Personal Data through the Services;
(b) Employment laws and anti-discrimination legislation in all jurisdictions where Customer operates;
(c) Electronic signature and contract formation laws applicable to use of the Signature Module;
(d) Telecommunications and marketing laws applicable to use of the Communication Module;
(e) Export control laws and economic sanctions regulations;
(f) Industry-specific regulations applicable to Customer's business; and
(g) Rena's Acceptable Use Policy dated 4 September 2025.
(a) The Services may enable Customer to link, connect, or integrate with Third-Party Services, including job boards, background check providers, and other platforms. Customer's use of any Third-Party Services is subject to separate terms and conditions between Customer and the third-party provider.
(b) Rena does not control Third-Party Services and is not responsible or liable for their availability, functionality, security, compliance with any laws or regulations, pricing, or any charges imposed by third-party providers.
(c) Any exchange of data or other interaction between Customer and a Third-Party Service is solely between Customer and such third party. Customer acknowledges that allowing such integrations is at Customer's sole risk.
(d) Rena reserves the right to disable, suspend, or discontinue any Third-Party Service integration at any time with or without notice for security, legal, or operational reasons.
(e) For BYOC job postings, Customer warrants that it has valid, subsisting contracts with job board providers and that Rena's use of Customer's credentials does not violate any terms of service.
To ensure optimal performance and availability for all customers, Customer agrees to the following Fair Usage Guidelines:
(a) API requests: 1,000 requests per minute per account;
(b) Bulk operations: 10,000 records per batch operation;
(c) File uploads: 100MB maximum per individual file;
(d) Storage: As specified in the applicable Order Form;
(e) Concurrent users: As specified in the applicable Order Form;
(f) AI Interview Module: Maximum 30 minutes continuous interview duration per session;
(g) Communication Module: Maximum 10,000 messages per day per account;
(h) Job Distribution: Posting frequency limits as specified by job board providers.
If Customer's usage consistently exceeds these limits, Rena may require Customer to upgrade to a higher subscription tier or may implement technical measures to enforce the limits. Rena will provide reasonable notice before taking such actions except where immediate action is necessary to protect the Services or other customers.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Rena a non-exclusive, worldwide, royalty-free licence to use, process, store, transmit, display, and otherwise handle Customer Data solely as necessary to provide the Services and fulfil Rena's obligations under this Agreement.
Customer represents, warrants, and covenants that:
(a) Customer has all necessary rights, consents, and authorisations to provide Customer Data to Rena and to grant the licence in Section 3.1;
(b) Customer Data and Customer's use of the Services complies with all applicable laws, including Applicable Data Protection Law;
(c) Customer Data does not and will not infringe or misappropriate any third party's Intellectual Property Rights or violate any third party's rights;
(d) Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data;
(e) Customer has implemented and will maintain appropriate technical and organisational measures to ensure the security of Customer Data prior to uploading to the Services;
(f) Customer is responsible for obtaining all necessary consents from candidates, employees, and other data subjects whose Personal Data is processed through the Services;
(g) For the AI Interview Module, Customer has obtained appropriate consents from candidates for video recording and AI processing;
(h) For the Communication Module, Customer complies with applicable telecommunications, marketing, and privacy laws when sending SMS or making telephone calls;
(i) For the Certificate Module, Customer ensures that certificates issued are accurate, legally compliant, and not misleading; and
(j) For the Signature Module, Customer ensures electronic signatures comply with applicable laws and that signatories have authority to bind their organisations.
The parties acknowledge that:
(a) With respect to Personal Data contained within Customer Data, the parties' respective rights and obligations are governed by the DPA dated 4 September 2025, which is incorporated into this Agreement by reference;
(b) Customer is the data controller (or equivalent) and Rena is the data processor (or equivalent) with respect to Personal Data processed through the Services;
(c) Rena will process Personal Data only on Customer's documented instructions as set out in this Agreement, the DPA, and as configured by Customer through the Services; and
(d) The nature, purpose, duration, and types of Personal Data processed are as described in the DPA.
Rena shall implement and maintain appropriate technical and organisational measures to protect Customer Data against unauthorised access, use, disclosure, alteration, or destruction as described in the DPA and our Information Security documentation.
Rena maintains ISO/IEC 27001:2022 certification and Professional Indemnity Insurance with Hiscox (£250,000 coverage), Cyber & Data Insurance (£250,000 coverage for own losses, £50,000 for cyber crime), and shall maintain such certification and insurance or equivalent throughout the Subscription Term.
(a) Customer acknowledges that Rena processes and stores Customer Data in the United Kingdom, Sweden, and the United Arab Emirates, and that certain AI processing operations may occur in the United States. For enterprise customers requiring data residency in Saudi Arabia, dedicated infrastructure is available subject to separate commercial agreement.
(b) For enterprise customers requiring data residency in a particular country or jurisdiction, Rena will endevour to meet these requirements, provided sufficient infrastructure is present and readily available. Dedicated infrastructure is available subject to separate commercial agreement.
(c) Where Customer Data includes Personal Data subject to Applicable Data Protection Law, appropriate safeguards for international transfers are set out in the DPA, including Standard Contractual Clauses and supplementary measures.
(a) Customer may export Customer Data at any time during the Subscription Term using the Services' standard export functionality.
(b) Upon termination or expiry of this Agreement, Rena shall provide Customer with a sixty (60) day period to export Customer Data.
(c) After such sixty (60) day period, Rena shall delete Customer Data from active systems. Customer Data in backup systems shall be deleted on the standard backup rotation schedule, which shall not exceed ninety (90) days after termination.
(d) Rena may retain Customer Data as required by applicable law, subject to continuing confidentiality obligations.
(e) Upon Customer's written request, Rena shall provide written certification of deletion.
Customer shall pay Rena the fees specified in the applicable Order Form ("Fees") in accordance with the payment terms set forth therein. Unless otherwise specified in the Order Form, all Fees are due and payable within thirty (30) days of the invoice date.
Fees comprise:
(a) Base Subscription Fees
Monthly or annual fees for access to subscribed modules as specified in the Order Form.
(b) Per-User Fees
Charges for Authorised Users as specified in the Order Form.
(c) Per-Employee Fees (HRIS Module)
Monthly fees per HRIS Employee actively managed in the system.
(d) Consumption-Based Fees
All subscription tiers include prepaid allowances of Consumption-Based Services (AI Interview Minutes, Communication Credits, Job Distribution Credits) as specified in the Order Form. These allowances are included in the Base Subscription Fee.
Usage beyond prepaid allowances is charged as additional consumption fees:
Additional consumption charges are invoiced monthly in arrears based on actual usage beyond included allowances.
(e) One-Time Fees
Implementation, onboarding, training, custom integration development, and professional services fees as specified in the Order Form.
(a) Taxes and Charges
All Fees are stated exclusive of VAT and other applicable taxes, duties, and governmental charges. Customer shall be responsible for payment of all such taxes, duties, and charges, excluding only taxes based solely on Rena's net income.
(b) Base Subscription Fees - Invoicing
Base Subscription Fees (including prepaid allowances of Consumption-Based Services) are invoiced annually in advance unless otherwise agreed in the Order Form. For monthly payment terms, Base Subscription Fees are charged monthly in advance.
(c) Additional Consumption Fees - Invoicing
Usage beyond included allowances is charged monthly in arrears based on actual consumption during the preceding month.
(d) HRIS Module Fees - Invoicing
HRIS Module fees are charged monthly based on the number of HRIS Employees as of the first day of each month.
(e) Payment Methods
Payment shall be made by bank transfer, direct debit, or credit card as agreed in the Order Form.
(f) Current Payment Information
Customer shall keep current payment information on file with Rena. For credit card payments, Customer authorises Rena to charge the payment method on file for all Fees as they become due.
(a) Included Allowances
Each subscription tier includes prepaid allowances of Consumption-Based Services as specified in the Order Form. These allowances are included in the Base Subscription Fee and reset monthly or annually as specified.
(b) Usage Dashboards
Rena shall provide Customer with access to usage dashboards showing consumption of AI Interview Minutes, Communication Services, and Job Distribution postings. Usage data is updated at intervals not exceeding twelve (12) hours and may not reflect real-time consumption. Rena's server logs shall constitute the authoritative record for billing purposes in the event of any discrepancy.
(c) Customer Responsibility for Monitoring
Customer is responsible for monitoring their own usage via the Platform dashboard to track consumption against included allowances. Customer should monitor usage regularly to understand consumption patterns and anticipate additional charges.
(d) Overage Charges
Usage beyond included allowances will be charged as additional consumption fees at the rates specified in the Order Form. Services will continue to operate beyond allowances without interruption, and additional consumption will be invoiced and charged monthly in arrears.
There is no hard cap or service suspension for exceeding allowances. Customer is responsible for all usage charges regardless of whether Customer monitored usage or received notifications.
(e) Overage Notification (Courtesy)
Rena may (but is not obligated to) provide courtesy notifications when Customer approaches or exceeds included allowances. Customer should not rely on receiving such notifications and remains responsible for monitoring their own usage. Failure to receive notification does not relieve Customer of obligation to pay for additional consumption charges.
(f) Unused Allowances
Unused allowances expire at the end of each billing period (monthly or annually as specified in Order Form) and do not roll over to subsequent periods unless expressly agreed in writing for enterprise customers.
(g) Allowance Increases
Customer may purchase increased allowances by upgrading their subscription tier or purchasing add-on allowance packages as available. Allowance increases take effect at the start of the next billing period unless otherwise agreed.
(a) Snapshot Billing
HRIS Module fees are calculated based on the number of active HRIS Employees in the system as of 00:01 UK Time on the first day of each calendar month (the "Billing Snapshot Date"). This count includes all employee records that are not permanently deleted from the system.
(b) Mid-Month Changes
Employees added or removed during a month do not affect that month's charges. Changes will be reflected in the following month's billing snapshot.
Example:
(c) Customer Responsibility
Customer is responsible for permanently deleting terminated employee records if Customer wishes to reduce HRIS billing.
(d) Audit Rights
Rena may audit the number of HRIS Employees at any time. If an audit reveals that Customer has manipulated employee records to avoid proper billing (such as repeatedly deleting and re-adding employees), Rena may invoice for actual usage plus interest as specified in Section 4.6 and may require Customer to move to a higher subscription tier or terminate the Agreement.
(a) If Customer fails to make any payment when due, Rena may charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment is received in full.
(b) If any Fees remain unpaid for thirty (30) days after the due date, Rena may, without limiting any other rights or remedies, suspend Customer's access to the Services until all overdue amounts are paid in full. Rena shall provide at least ten (10) days' written notice before suspending Services for non-payment.
(c) Customer shall reimburse Rena for all reasonable costs and expenses (including legal fees) incurred in collecting overdue amounts.
(a) Rena may increase Fees on renewal of the Subscription Term by providing at least sixty (60) days' written notice prior to the renewal date. Fee increases shall not exceed 10% annually unless agreed otherwise.
(b) Rates for Consumption-Based Services may be updated annually with 60 days' notice to reflect changes in third-party costs (such as SMS provider rates or job board pricing).
(c) If Customer purchases additional subscriptions or services during the Subscription Term, such additions shall be co-termed with the existing Subscription Term and Customer shall pay the applicable Fees on a pro-rata basis for the remainder of the then-current Subscription Term.
Except as expressly provided in this Agreement, all Fees are non-refundable once paid. If Customer cancels or downgrades subscriptions before the end of the Subscription Term, Customer shall remain liable for all Fees for the remainder of the Subscription Term.
Unused AI Interview Minutes, Job Distribution Credits, or other Consumption-Based Services do not roll over to subsequent periods and are forfeited unless otherwise agreed in the Order Form.
Customer may dispute any Fees in good faith by providing written notice to Rena within fifteen (15) days of the invoice date, specifying the nature and basis of the dispute in reasonable detail. Customer shall pay all undisputed amounts in accordance with Section 4.1. The parties shall work together in good faith to resolve any disputed amounts.
As between the parties, Rena and its licensors own and retain all right, title, and interest in and to:
(a) The Services, Platform, and Documentation;
(b) All software, applications, systems, and technology used to provide the Services, including, but not limited to, the Core ATS, AI Interview Module, HRIS Module, Survey Module, Signature Module, Certificate Module, Communication Module, and Job Distribution Services;
(c) All improvements, enhancements, modifications, and derivative works thereof;
(d) All AI models, algorithms, and machine learning systems used in the AI Interview Module and other Services;
(e) All data and materials created, generated, or derived by or from the Services (excluding Customer Data);
(f) All Intellectual Property Rights in and to any of the foregoing; and
(g) All suggestions, enhancement requests, feedback, recommendations, or other information provided by Customer or Authorised Users relating to the Services ("Feedback").
Customer hereby grants to Rena a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable licence to use, reproduce, modify, create derivative works of, distribute, publicly display, and publicly perform any Feedback for any purpose, including the improvement, enhancement, or development of the Services or the creation of new products or services, without any obligation or compensation to Customer. This grant constitutes a comprehensive transfer of all intellectual property rights related to such Feedback, enabling Rena to commercialise such contributions without further recourse to Customer.
Nothing in this Agreement grants Customer any right, title, or interest in the Services or Rena's Intellectual Property Rights except for the limited access rights expressly granted in Section 2.1. Customer acknowledges that the Services contain proprietary and confidential information protected by Intellectual Property Rights and other laws.
Notwithstanding anything to the contrary, Rena may collect, use, and disclose aggregated, anonymised, or de-identified data derived from Customer Data and Customer's use of the Services for Rena's business purposes, including service improvement, benchmarking, analytics, and development of new products and services, provided such data does not identify Customer or any individual and cannot reasonably be re-identified.
This includes but is not limited to:
Each party agrees to:
(a) Hold the other party's Confidential Information in strict confidence;
(b) Not disclose such Confidential Information to any third party except as permitted in this Agreement;
(c) Use such Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement;
(d) Protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care; and
(e) Limit access to such Confidential Information to employees, contractors, and advisers who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.
The confidentiality obligations in Section 6.1 shall not apply to information that:
(a) Is or becomes publicly available through no breach of this Agreement;
(b) Was rightfully in the receiving party's possession prior to disclosure without confidentiality obligations;
(c) Is rightfully received from a third party without breach of any confidentiality obligation;
(d) Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or
(e) Is required to be disclosed by law, regulation, court order, or governmental authority, provided the receiving party provides prompt notice to the disclosing party (unless legally prohibited) and cooperates in seeking protective measures.
Each party acknowledges that breach of this Section 6 may cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.
Each party represents and warrants that:
(a) It is duly organised, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation;
(b) It has full power and authority to enter into and perform its obligations under this Agreement;
(c) The execution, delivery, and performance of this Agreement has been duly authorised and does not violate any applicable law or agreement to which it is a party; and
(d) This Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.
Rena warrants that:
(a) The Services will perform materially in accordance with the Documentation;
(b) Rena shall perform the Services with reasonable skill and care in accordance with generally accepted industry standards;
(c) Rena has implemented and maintains appropriate technical and organisational measures to protect Customer Data as described in the DPA;
(d) Rena maintains ISO/IEC 27001:2022 certification and Professional Indemnity and Cyber & Data insurance with Hiscox or any other competent insurance provider as specified in Section 3.4;
(e) Rena shall comply with all applicable laws in its provision of the Services; and
(f) Rena has the right to grant the licences and provide the Services as contemplated by this Agreement.
Customer represents and warrants that:
(a) Customer Data and Customer's use of the Services comply with all applicable laws, including Applicable Data Protection Law;
(b) Customer has obtained all necessary rights, consents, and authorisations to provide Customer Data to Rena and use the Services;
(c) Customer's use of the Services will not infringe or misappropriate any third party's Intellectual Property Rights;
(d) Customer shall use the Services only for lawful purposes and in accordance with this Agreement and the Acceptable Use Policy;
(e) For AI Interview Module usage, Customer has obtained appropriate consents from candidates for video recording and AI-powered assessment;
(f) For Communication Module usage, Customer complies with all applicable telecommunications regulations, marketing laws, and maintains appropriate consents;
(g) For Signature Module usage, Customer ensures that electronic signatures comply with applicable laws and that signatories have requisite authority;
(h) For Certificate Module usage, Customer ensures certificates issued are accurate and legally compliant; and
(i) For HRIS Module usage, Customer maintains accurate employee records and complies with employment data protection requirements.
Except as expressly set forth in this Section 7, the Services are provided "as is" and "as available". To the maximum extent permitted by applicable law, Rena disclaims all other warranties, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from course of dealing or usage of trade.
Rena does not warrant that:
(a) the Services will be uninterrupted, error-free, or completely secure;
(b) the Services will meet Customer's specific requirements;
(c) any errors or defects in the Services will be corrected;
(d) the results obtained from use of the Services will be accurate, reliable, or complete;
(e) any third-party services, including job boards, will be available, secure, or function as expected;
(f) Communication Module services (SMS, telephone) will be delivered without interruption or delay;
(g) Job Distribution services will result in any specific number or quality of applications; or
(h) certificates generated through the Certificate Module will be accepted by any third party.
Beta Features are provided "as is" without any warranty of any kind. Rena makes no representations or warranties regarding Beta Features' functionality, reliability, availability, or fitness for any purpose. Beta Features may be discontinued at any time with or without notice. Customer uses Beta Features at its sole risk.
Customer acknowledges and agrees that:
(a) AI-powered features, including but not limited to the AI Interview Module, AI-powered analytics, and predictive hiring insights, provide recommendations and insights to support, not replace, human judgment and decision-making;
(b) AI outputs may contain errors, inaccuracies, biases, or hallucinations and should not be relied upon without independent verification and human review;
(c) Rena does not guarantee the accuracy, completeness, reliability, or appropriateness of any AI outputs;
(d) Customer is solely responsible for all decisions made based on AI outputs, including hiring, promotion, and termination decisions;
(e) Rena does not perform facial recognition or create biometric identifiers for unique identification purposes;
(f) AI models may be updated from time to time, which may temporarily affect accuracy or output quality;
(g) Customer shall implement appropriate human review processes and shall not make solely automated decisions that produce legal or similarly significant effects on individuals;
(h) AI Interview assessments are advisory only and must be reviewed by qualified human recruiters before making employment decisions; and
(i) Customer must obtain explicit consent from candidates before using AI Interview Module and must inform candidates that AI technology is being used.
Customer acknowledges that:
(a) Consumption-Based services depend on third-party providers (SMS providers, telephony networks, job boards) whose availability and performance are outside Rena's control;
(b) Rena does not guarantee delivery of SMS messages or completion of telephone calls;
(c) job board posting performance, visibility, and application rates depend on third-party job board algorithms and policies;
(d) premium job board costs are passed through from third-party providers and may change without notice; and
(e) Rena is not liable for third-party service failures, price increases, or policy changes.
To the maximum extent permitted by applicable law, in no event shall either party be liable to the other party for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, use, goodwill, or other intangible losses, arising out of or relating to this Agreement or the Services, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if such party has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.
This includes but is not limited to:
(a) loss of candidates or applications due to Job Distribution failures;
(b) damages arising from failed SMS or telephone communications;
(c) damages arising from hiring decisions based on AI Interview assessments;
(d) damages arising from reliance on certificates issued through the Certificate Module;
(e) damages arising from invalid or unenforceable electronic signatures;
(f) damages arising from survey results or employee engagement data; or
(g) damages arising from Consumption-Based service failures or overages.
Except as set forth in Section 8.3, each party's total aggregate liability arising out of or relating to this Agreement or the Services, whether based on contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total amount of fees paid by Customer to Rena in the twelve (12) months immediately preceding the event giving rise to liability.
For Consumption-Based services, liability shall be limited to the amounts paid for such specific Consumption-Based service in the three (3) months immediately preceding the event.
The limitations in Sections 8.1 and 8.2 shall not apply to:
(a) Either party's indemnification obligations under Section 9;
(b) Either party's breach of Section 6 (Confidentiality);
(c) Customer's breach of Section 2.4 (Use Restrictions) or Section 5 (Intellectual Property Rights);
(d) Customer's payment obligations under Section 4;
(e) Either party's gross negligence, wilful misconduct, or fraud;
(f) Death or personal injury caused by either party's negligence;
(g) Liability covered by Rena's Professional Indemnity Insurance or Cyber & Data Insurance with Hiscox; or
(h) Liability that cannot be excluded or limited under applicable law.
Rena maintains the following insurance coverage with a competent insurance provider, currently- Hiscox Insurance Company Limited:
(a) Professional Indemnity: £250,000 limit of indemnity
(b) Cyber and Data (Own Losses): £250,000 limit of indemnity
(c) Cyber and Data (Crime): £50,000 limit of indemnity
(d) Public and Products Liability: £2,000,000
(e) Employers' Liability: £10,000,000
In the event of a claim covered by these insurance policies, Rena shall cooperate with reasonable requests to facilitate insurance claims, subject to insurer requirements and confidentiality obligations.
Customer acknowledges and agrees that the limitations of liability set forth in this Section 8 are fundamental elements of the basis of the bargain between the parties, that Rena would not provide the Services or enter into this Agreement in the absence of such limitations, and that such limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
Rena shall defend Customer against any third-party claim alleging that the Services, when used in accordance with this Agreement, infringe or misappropriate such third party's Intellectual Property Rights registered in the United Kingdom, and shall indemnify Customer for any damages finally awarded against Customer by a court of competent jurisdiction or agreed in settlement by Rena with respect to such claim, provided that Customer:
(a) Promptly notifies Rena in writing of such claim;
(b) Grants Rena sole control over the defence and settlement of such claim (provided that Rena may not settle any claim without Customer's prior written consent if such settlement would impose any obligation or liability on Customer); and
(c) Provides Rena with reasonable cooperation and assistance in the defence of such claim at Rena's expense.
If the Services become, or in Rena's reasonable opinion are likely to become, the subject of an infringement claim, Rena may, at its option and expense:
(a) Procure for Customer the right to continue using the Services;
(b) Replace or modify the Services to make them non-infringing while providing materially equivalent functionality; or
(c) If options (a) and (b) are not commercially reasonable, terminate this Agreement and refund to Customer any prepaid Fees for the remainder of the Subscription Term after the effective date of termination.
The remedies in Sections 9.1 and 9.2 constitute Customer's sole and exclusive remedies and Rena's entire liability with respect to any infringement claim.
Rena shall have no obligation under Section 9.1 with respect to any claim arising from:
(a) Modification of the Services by anyone other than Rena or its authorised contractors;
(b) Use of the Services in combination with equipment, software, or services not provided or approved by Rena, if such infringement would not have occurred but for such combination;
(c) Customer's use of the Services in breach of this Agreement;
(d) Customer Data or any third-party content;
(e) Any Third-Party Services, including job boards, SMS providers, or telephony networks;
(f) Beta Features;
(g) Customer's continued use of the Services after Rena has notified Customer of an alleged infringement and provided a non-infringing alternative; or
(h) Content created or issued by Customer through the Certificate Module, Signature Module, or Survey Module.
Customer shall defend Rena, its Affiliates, and their respective officers, directors, employees, contractors, and agents against any third-party claim arising from:
(a) Customer Data or Customer's use of Customer Data;
(b) Customer's use of the Services in breach of this Agreement or in violation of applicable law;
(c) Customer's breach of its representations, warranties, or obligations under this Agreement;
(d) Any claim that Customer Data infringes or misappropriates any third party's Intellectual Property Rights or violates any third party's rights;
(e) Customer's employment decisions, practices, or relationships with candidates, employees, or other individuals whose data is processed through the Services, including decisions based on AI Interview assessments;
(f) Customer's use of the Communication Module, including claims arising from unsolicited communications, violation of do-not-call registries, or breach of telecommunications regulations;
(g) Customer's use of the Signature Module, including claims that electronic signatures are invalid, unenforceable, or obtained without proper authority;
(h) Customer's issuance of certificates through the Certificate Module, including claims of fraudulent, misleading, or inaccurate certificates;
(i) Customer's use of the Survey Module, including claims arising from survey content, questions, or use of survey results;
(j) Customer's use of Job Distribution Services, including claims from job boards or candidates arising from job postings or application processes; or
(k) Claims by candidates, employees, or applicants arising from Customer's use of any Service module.
Customer shall indemnify Rena for any damages finally awarded against Rena by a court of competent jurisdiction or agreed in settlement by Customer with respect to such claim, provided that Rena:
(i) Promptly notifies Customer in writing of such claim;
(ii) Grants Customer sole control over the defence and settlement of such claim (provided that Customer may not settle any claim without Rena's prior written consent if such settlement would impose any obligation or liability on Rena); and
(iii) Provides Customer with reasonable cooperation and assistance in the defence of such claim at Customer's expense.
This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 10. The Subscription Term for the Services shall be as specified in the applicable Order Form.
Unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Subscription Term, the Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term (or one (1) year if the initial Subscription Term was less than one year) at the then-current Fees.
Customer may terminate this Agreement for convenience by providing at least sixty (60) days' written notice to Rena prior to the end of the then-current Subscription Term. Such termination shall be effective at the end of the then-current Subscription Term. Customer shall remain liable for all Fees through the end of the Subscription Term.
Either party may terminate this Agreement immediately upon written notice if:
(a) The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof (or ten (10) days for payment breaches);
(b) The other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any bankruptcy or insolvency proceeding, or goes into liquidation; or
(c) The other party's actions or omissions create a material security or legal compliance risk.
Rena may suspend Customer's access to the Services immediately without liability if:
(a) Customer's account is thirty (30) days or more overdue (subject to Section 4.6(b));
(b) Customer's use of the Services poses a security risk to the Services, other customers, or Rena's systems;
(c) Customer's use of the Services violates applicable law;
(d) Customer breaches Section 2.4 (Use Restrictions), Section 6 (Confidentiality), or the Acceptable Use Policy;
(e) Customer exceeds purchased Consumption-Based Services capacity and fails to purchase additional capacity within 48 hours of notice;
(f) Customer uses the AI Interview Module, Communication Module, or Certificate Module in a manner that violates applicable law or exposes Rena to liability; or
(g) Rena is required to do so by law or governmental authority.
Rena shall provide reasonable notice of suspension where practicable, except where immediate suspension is necessary to prevent harm or comply with legal requirements. Rena shall use commercially reasonable efforts to provide limited access to the Services to allow Customer to retrieve Customer Data during any suspension period. Suspension shall not relieve Customer of its payment obligations.
Upon termination or expiry of this Agreement:
(a) All rights and licences granted to Customer under this Agreement shall immediately terminate;
(b) Customer shall immediately cease all use of and access to the Services;
(c) Customer shall pay all outstanding Fees due through the effective date of termination, including:
(i) All Base Subscription Fees through the end of the Subscription Term;
(ii) All Consumption-Based Services used but not yet invoiced;
(iii) All HRIS Module fees for the final month;
(iv) Any implementation or professional services fees;
(d) Unused AI Interview Minutes, Job Distribution Credits, and other prepaid Consumption-Based Services shall be forfeited without refund;
(e) Rena shall provide Customer with a sixty (60) day period to export Customer Data as set forth in Section 3.6;
(f) Each party shall return or destroy (at the disclosing party's option) all Confidential Information of the other party in its possession or control, except as required to be retained by law; and
(g) Sections 3.1 (Customer Data Ownership), 4 (Fees and Payment), 5 (Intellectual Property Rights), 6 (Confidentiality), 7.4-7.7 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 10.6 (Effects of Termination), 10.7 (No Refunds), and 11-18 shall survive termination or expiry of this Agreement.
Except as expressly provided in this Agreement, termination or expiry of this Agreement shall not relieve Customer of its obligation to pay all Fees due through the end of the then-current Subscription Term. No refunds or credits shall be provided for:
(a) Partial months or years of service;
(b) Unused AI Interview Minutes;
(c) Unused Job Distribution Credits;
(d) Unused HRIS Employee capacity;
(e) Unused Consumption-Based Services; or
(f) Early termination by Customer.
Customer shall use the Services in compliance with all applicable laws, regulations, and this Agreement. Customer shall maintain records sufficient to verify compliance with this Agreement for at least three (3) years after the end of the Subscription Term.
Upon reasonable advance written notice and no more than once per twelve (12) month period (except following a suspected breach), Rena may audit Customer's use of the Services to verify compliance with this Agreement. Any such audit shall:
(a) Be conducted during Customer's normal business hours;
(b) Not unreasonably interfere with Customer's business operations;
(c) Be subject to execution of Rena's standard confidentiality agreement; and
(d) Be conducted remotely where reasonably practicable.
If an audit reveals that Customer has exceeded the number of Authorised Users, HRIS Employees, or Consumption-Based Services, or otherwise underpaid Fees, Customer shall pay the shortfall within thirty (30) days plus interest at the rate specified in Section 4.6. If the underpayment exceeds 5% of the Fees that should have been paid, Customer shall also reimburse Rena's reasonable costs of conducting the audit.
Customer acknowledges that the Services and related technical data may be subject to export control laws and regulations of the United Kingdom, United States, European Union, and other jurisdictions. Customer shall not access or use the Services in any country or territory that is subject to comprehensive sanctions or embargoes, or in violation of any applicable export laws or regulations. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or territory, and is not on any prohibited party list maintained by the UK, US, EU, or UN.
Each party represents and warrants that it shall comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010. Neither party has made or will make, directly or indirectly, any payment, gift, or transfer of anything of value to any government official, political party, or other person in violation of any applicable anti-corruption law in connection with this Agreement.
Neither party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, epidemics, quarantine restrictions, strikes, telecommunications or internet failures, failures of SMS or telephony providers, or failures of third-party hosting providers, job boards, or utilities.
The affected party shall promptly notify the other party of the force majeure event and its expected duration, and shall use commercially reasonable efforts to mitigate the effects of the force majeure event.
If a force majeure event prevents performance for more than thirty (30) days, either party may terminate this Agreement upon written notice, and Customer shall be entitled to a pro-rata refund of any prepaid Base Subscription Fees for the period after the effective date of termination. No refunds shall be provided for Consumption-Based Services.
All notices, requests, consents, and other communications under this Agreement must be in writing and shall be deemed given:
(a) When delivered personally;
(b) When sent by confirmed email transmission (with read receipt or confirmation of transmission);
(c) One (1) business day after deposit with a reputable overnight courier service; or
(d) Three (3) business days after deposit in the mail, registered or certified, postage prepaid.
Notices to Rena shall be sent to:
Capital Placement Ltd (trading as Rena)
Kemp House, 152-160 City Road
London, England, EC1V 2NX
Attention: Legal Department
Email: [email protected]
Notices to Customer shall be sent to the address and contact specified in the applicable Order Form or as subsequently updated by Customer in writing.
Notwithstanding Section 13.1, Rena may provide operational notices and updates regarding the Services (such as system maintenance, new features, service changes, or Consumption-Based Services usage alerts) by email to Customer's account administrators, by posting to the Services, or by posting to Rena's website. Such operational notices shall be deemed effective when posted or sent.
Before initiating any formal dispute resolution proceedings, the parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through good faith negotiations. Either party may initiate negotiations by providing written notice to the other party describing the dispute in reasonable detail. Senior representatives of each party with authority to resolve the dispute shall meet (in person or by videoconference) within fifteen (15) days of such notice and shall negotiate in good faith to resolve the dispute.
If the parties are unable to resolve the dispute through negotiations within thirty (30) days of the initial notice, either party may submit the dispute to binding arbitration under the LCIA (London Court of International Arbitration) Arbitration Rules, which rules are deemed to be incorporated by reference into this Section 14.2. The following shall apply:
(a) The seat of arbitration shall be London, England;
(b) The language of the arbitration shall be English;
(c) The arbitration shall be conducted by a single arbitrator unless the parties agree otherwise or the dispute involves a claim exceeding £500,000, in which case there shall be three arbitrators;
(d) The arbitrator(s) shall be appointed in accordance with the LCIA Rules;
(e) The arbitration shall be confidential;
(f) The arbitrator(s) shall have the power to grant any legal or equitable remedy that would be available in court;
(g) Each party shall bear its own costs and expenses, and the parties shall equally share the arbitrator's fees and administrative costs unless the arbitrator determines otherwise; and
(h) Judgment on any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.
Notwithstanding Section 14.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain:
(a) Infringement or misappropriation of Intellectual Property Rights;
(b) Breach of confidentiality obligations;
(c) Unauthorised access to or use of the Services; or
(d) Misuse of Consumption-Based Services or fraud.
To the extent permitted by applicable law, each party agrees that any proceedings to resolve disputes under this agreement shall be conducted on an individual basis and not in a class, consolidated, or representative action. Neither party may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any dispute under this agreement.
This Agreement, together with all Order Forms, the DPA dated 4 September 2025, the Acceptable Use Policy dated 4 September 2025, and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral. No terms or conditions stated in any Customer purchase order, vendor onboarding form, or other Customer business form shall form part of or amend this Agreement.
In the event of any conflict or inconsistency between the documents comprising this Agreement, the following order of precedence shall apply:
(1) the applicable Order Form (for commercial terms only);
(2) the DPA (for data protection matters only);
(3) these Terms of Service;
(4) the Acceptable Use Policy;
(5) other incorporated policies and documents.
Rena may update or modify these Terms from time to time by providing notice in accordance with Section 13 or by posting updated Terms to Rena's website. Material changes that reduce Customer's rights or protections shall require Customer's consent or shall take effect at the next renewal of the Subscription Term. For active customers, continued use of the Services after such changes constitutes acceptance. Changes required by law may take effect immediately. The applicable Order Form may only be amended by a written agreement signed by authorised representatives of both parties.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.
Customer may not assign, transfer, delegate, or otherwise dispose of this Agreement or any of its rights or obligations hereunder, whether voluntarily or by operation of law, including by merger, consolidation, dissolution, or otherwise, without Rena's prior written consent, which consent shall not be unreasonably withheld. Any purported assignment in violation of this Section shall be void. In contrast, Rena may assign this Agreement or any of its rights or obligations hereunder to any Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, upon notice to Customer, thereby enabling Rena to transfer its contractual obligations and rights to a third party without requiring Customer's consent. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party has any authority to bind the other or to incur any obligation on the other's behalf.
Except as expressly provided in Section 9 (Indemnification), this Agreement is for the sole benefit of the parties and their permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
Rena may identify Customer as a customer of Rena and may use Customer's name and logo in Rena's marketing materials, website, and customer lists, unless Customer objects in writing. Any other use of Customer's name, logo, or trademarks requires Customer's prior written consent. Customer may issue a press release or public announcement regarding this Agreement only with Rena's prior written approval.
Rena may use subcontractors and service providers to fulfil its obligations under this Agreement, provided that Rena remains responsible for their performance and compliance with this Agreement. The use of subprocessors for processing Personal Data is governed by the DPA.
Any provision of this Agreement that by its nature should survive termination or expiry shall survive, including provisions relating to ownership, warranty disclaimers, indemnification, limitations of liability, confidentiality, dispute resolution, payment obligations, and general provisions.
In the event of any conflict between these Terms and any translated version, the English language version shall prevail. Headings and captions used in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.
This Agreement and any Order Forms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.
Subject to Section 14 (Dispute Resolution), the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Rena shall use commercially reasonable efforts to meet the Service Levels described in our Service Transparency & Communication Commitment document dated 1 September 2025, which is incorporated by reference and available at https://heyrena.com/legal/stcc. Service Levels are objectives, not guarantees. Failure to meet Service Levels does not constitute a breach of this Agreement and does not entitle Customer to service credits or other remedies except as expressly provided in Section 17.3.
Rena shall provide Customer with support services during Business Hours (Monday through Friday, 10:00-18:00 UK Time, excluding UK public holidays) in accordance with the support tier specified in the applicable Order Form. Enterprise customers receive 24/7 emergency support for Priority 1 incidents. Response time objectives are described in the Service Transparency & Communication Commitment document.
If a complete outage of Core Services (Core ATS, AI Interview Module, HRIS Module) continues for more than twenty-four (24) continuous working hours, Rena commits to working with affected customers on a case-by-case basis to find appropriate resolutions that acknowledge the impact. This is Customer's sole and exclusive remedy for any failure to meet Service Levels.
For Consumption-Based Services outages (Communication Module, Job Distribution), no service credits or refunds shall be provided, but unused services may be extended for a reasonable period.
Rena may perform scheduled maintenance on the Services. Where reasonably practicable, Rena shall provide at least forty-eight (48) hours' advance notice of scheduled maintenance and shall schedule such maintenance outside UK Business Hours. Emergency maintenance required to address critical security or stability issues may be performed without advance notice. Scheduled maintenance is excluded from availability calculations.
Rena may modify, update, or discontinue any aspect of the Services (including Beta Features and individual modules) at any time. Rena shall use commercially reasonable efforts to provide advance notice of material changes that negatively impact functionality Customer relies upon.
If Rena discontinues a core module that Customer has paid for (Core ATS, AI Interview Module, HRIS Module, Survey Module, Signature Module, Certificate Module, or Communication Module), Customer may terminate this Agreement within thirty (30) days of notice of such change and receive a pro-rata refund of prepaid Fees for the remainder of the Subscription Term.
Discontinuation of Consumption-Based Services or changes to third-party provider pricing does not entitle Customer to termination or refunds.
(a) Customer acknowledges that the AI Interview Module uses artificial intelligence and machine learning to analyse candidate responses, assess communication skills, and provide hiring recommendations.
(b) Customer must obtain explicit consent from candidates before conducting AI-powered interviews and must inform candidates that AI technology will be used to analyse their responses.
(c) Customer must not make solely automated hiring decisions based on AI Interview results. All AI assessments must be reviewed and validated by qualified human recruiters.
(d) Customer must comply with all applicable AI and automated decision-making regulations, including GDPR Article 22 requirements.
(e) AI Interview Minutes are consumed based on actual interview duration. Partial minutes are rounded up to the next full minute.
(f) Unused AI Interview Minutes expire at the end of each month unless otherwise specified in the Order Form.
(a) Customer is solely responsible for compliance with all applicable telecommunications regulations, including but not limited to the Privacy and Electronic Communications Regulations 2003, Telephone Consumer Protection Act (for US recipients), and similar laws.
(b) Customer must maintain appropriate consents, preferences, and do-not-call registries before using the Communication Module to contact individuals.
(c) SMS and telephone charges are based on third-party provider rates and may vary by destination country. Current rates are available in the Platform and are updated periodically.
(d) Rena does not guarantee delivery of SMS messages or completion of telephone calls due to factors beyond Rena's control, including carrier routing, spam filters, and recipient device status.
(e) Customer must not use the Communication Module for unlawful purposes, including, but not limited to sending spam, harassment, or fraudulent messages.
(f) Rena reserves the right to suspend Communication Module access if Customer's usage patterns indicate abuse, spam, or violation of telecommunications regulations.
(a) Customer is responsible for ensuring that electronic signatures created through the Signature Module comply with applicable laws in all relevant jurisdictions, including the Electronic Communications Act 2000, eIDAS Regulation, and ESIGN Act.
(b) Customer must verify that signatories have the authority to bind their respective organisations before collecting electronic signatures.
(c) Customer must maintain appropriate records of electronic signature events, including identity verification, timestamps, and audit trails, in accordance with applicable legal requirements.
(d) Rena provides electronic signature functionality but does not provide legal advice regarding the enforceability of electronic signatures. Customer should consult legal counsel regarding signature requirements.
(e) Customer must not use the Signature Module to execute documents that require witnessed signatures, notarisation, or other formalities that cannot be satisfied electronically.
(a) Customer is solely responsible for the accuracy, content, and legal compliance of all certificates issued through the Certificate Module.
(b) Customer warrants that certificates issued represent accurate information and do not contain false, misleading, or fraudulent statements.
(c) Customer must comply with all applicable regulations regarding issuance of educational certificates, professional credentials, or similar documents in their jurisdiction.
(d) Rena does not verify the accuracy of certificate content and is not liable for any claims arising from certificates issued by Customer.
(e) Customer must maintain appropriate records supporting the issuance of each certificate and must have processes in place to verify certificate authenticity upon request.
(f) Customer must not issue certificates for qualifications, skills, or achievements that Customer is not authorised to certify.
(a) Customer is responsible for the content, design, and legal compliance of all surveys created through the Survey Module.
(b) Customer must ensure that surveys comply with applicable data protection laws and that appropriate privacy notices are provided to survey respondents.
(c) Customer must obtain appropriate consents before collecting Personal Data through surveys.
(d) Customer must not use the Survey Module to collect sensitive Personal Data (as defined under GDPR) without implementing additional safeguards and obtaining explicit consent.
(e) Survey data is included in Customer Data and subject to the same retention, security, and deletion provisions as other Customer Data.
(a) Customer is responsible for maintaining accurate and up-to-date employee records in the HRIS Module.
(b) Customer must notify Rena within 5 business days when adding or removing employees from the HRIS Module to ensure accurate billing.
(c) Customer must comply with all applicable employment data protection requirements, including providing appropriate privacy notices to employees.
(d) Customer must ensure that access to employee data is restricted to authorised personnel with a legitimate business need.
(e) For purposes of billing, an "employee" includes any individual whose employment record is actively maintained in the HRIS Module, including full-time, part-time, contract, and temporary employees.
(f) Archived or terminated employee records that remain accessible in the system continue to be counted as HRIS Employees for billing purposes. Customer may permanently delete terminated employee records to reduce billing.
(a) Customer must comply with all job board terms of service when using Job Distribution Services.
(b) Customer is responsible for the accuracy and legality of all job postings, including compliance with anti-discrimination laws and equal opportunity requirements.
(c) Job Distribution Credits are allocated on an annual basis as specified in the Order Form and do not roll over to subsequent years unless otherwise agreed.
(d) Premium Job Board postings are billed at the applicable job board's rates plus Rena's service fee. Job board rates are subject to change without notice, and Customer shall be responsible for any rate increases.
(e) For BYOC (Bring Your Own Contract) postings, Customer warrants that:
(i) Customer has valid, subsisting contracts with the relevant job board providers;
(ii) Customer's job board contracts permit posting through third-party systems;
(iii) Providing API credentials to Rena does not violate job board terms of service;
(iv) Customer is responsible for any additional charges imposed by job boards.
(f) Rena is not responsible for job board performance, job visibility, application volume, or changes to job board algorithms or policies.
(g) Rena may discontinue support for specific job boards with 30 days' notice if integration becomes technically infeasible or commercially unreasonable.
The Acceptable Use Policy dated 4 September 2025 is incorporated into this Agreement by reference. Customer agrees to comply with the Acceptable Use Policy and shall ensure that all Authorised Users comply with such policy. Rena may update the Acceptable Use Policy from time to time by providing notice in accordance with this Agreement. Material violations of the Acceptable Use Policy constitute a material breach of this Agreement.
The Data Processing Addendum dated 4 September 2025 is incorporated into this Agreement by reference and governs the processing of Personal Data under this Agreement. In the event of any conflict between these Terms and the DPA regarding data protection matters, the DPA shall prevail.
Rena maintains ISO/IEC 27001:2022 certification for its information security management system. Rena shall maintain such certification or an equivalent industry-recognised security certification throughout the Subscription Term. Copies of certificates may be provided to enterprise customers upon request, subject to confidentiality obligations.
Rena maintains comprehensive business insurance with Hiscox Insurance Company Limited, including:
(a) Professional Indemnity Insurance
(b) Cyber and Data Insurance
(c) Public and Products Liability
(d) Employers' Liability
Rena shall maintain such insurance or equivalent coverage throughout the Subscription Term and shall provide evidence of insurance upon reasonable request from enterprise customers.
Rena implements appropriate technical and organisational measures as described in the DPA, including:
(a) Encryption of Customer Data in transit (TLS 1.2 or higher) and at rest (AES-256);
(b) Multi-factor authentication for administrator accounts;
(c) Role-based access controls and least privilege principles;
(d) Regular security testing and vulnerability assessments;
(e) Security incident response procedures;
(f) Security monitoring and logging;
(g) Regular security awareness training for personnel;
(h) Secure software development lifecycle practices;
(i) Annual penetration testing by independent third parties;
(j) Data backup and disaster recovery procedures; and
(k) Physical security controls at data centre facilities.
Rena shall notify Customer without undue delay, and in any event within seventy-two (72) hours, of becoming aware of any Security Incident that affects Customer Data. "Security Incident" means any unauthorised access to, or unauthorised acquisition, disclosure, loss, or destruction of, Customer Data.
Notification shall include available information about:
Rena shall cooperate with Customer in investigating and remediating any Security Incident and shall provide reasonable assistance with regulatory notifications if required.
Rena conducts annual independent security testing, including:
Executive summaries of security assessments may be provided to enterprise customers upon request, subject to confidentiality obligations and redaction of sensitive security details.
A current list of subprocessors is maintained in Schedule 3 of the DPA. Rena shall:
(a) Provide reasonable advance notice of any new subprocessors or changes to existing subprocessors, as set forth in the DPA;
(b) Ensure that all subprocessors are subject to data protection obligations at least as protective as those in the DPA;
(c) Remain fully liable for subprocessor performance;
(d) Conduct appropriate due diligence on subprocessors before engagement; and
(e) Allow Customer to object to new subprocessors for legitimate data protection reasons.
Consumption-Based Services are charged as follows (rates specified in applicable Order Form):
Pricing Model: Per-minute charges for AI-powered video interviews
Billing:
Included Features:
Excluded:
SMS Pricing: Per message sent, rates vary by destination country
Telephone Pricing: Per minute, rates vary by destination country
Billing:
Rate Card: Available within Platform and updated periodically to reflect third-party provider rate changes
Free Job Distribution Credits:
Premium Job Boards:
BYOC (Bring Your Own Contract):
Job Board Categorisation:
When Customer approaches or exceeds purchased capacity for Consumption-Based Services:
80% Warning: Email notification with option to purchase additional capacity
100% Reached:
Overage Rates:
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