Subscription Agreement

Welcome to the incredible journey of you becoming you.

This Subscription Agreement ("Agreement") is a binding contract between Truleadership, Unipessoal, Lda., a company incorporated under the laws of Portugal, NIPC PT516202367, registered office at Rua do Açúcar, 76, Arm. 4, 1950-009 Lisboa, Portugal ("TiJUBU", "we", "us"), and the organization on whose behalf an authorized individual registers and accepts it (the "Customer", "you").

By ticking the acceptance box and creating an account, you confirm that you have read, understood and agree to this Agreement and to the Data Processing Agreement it incorporates, that the information you provide is accurate, and that you are authorized to bind the Customer. If you do not agree, do not create an account.

This Agreement governs self-serve subscriptions to TiJUBU, whether on a free or a paid plan. It is offered only to organizations acting in the course of their trade, business or profession, and not to consumers. It is available to business customers in the jurisdictions in which TiJUBU makes the self-serve subscription available, as shown in-product. The Customer is responsible for compliance with the laws applicable to it in its own jurisdiction, including its tax obligations.

1.1 This Agreement, together with the Data Processing Agreement ("DPA") it incorporates and the in-product plan details the Customer selects (the "Plan Details"), prevails over the Site Terms of Use and any other general website terms in respect of the Customer's subscription. The Terms of Use continue to apply to general use of the Site.

1.2 The applicable Plan Schedule applies to the Customer according to the plan selected: Schedule 1 (Free) or Schedule 2 (Paid). If both could apply, the Plan Details prevail.

1.3 Self-serve eligibility. Self-serve subscription is available only: (a) up to the seat ceiling stated in-product (currently below 1,000 Authorized Users); and (b) for the TiJUBU Services made available for self-serve (the "Self-Serve Services"). Services that process special categories of personal data (Article 9 GDPR) or that constitute high-risk AI systems under Regulation (EU) 2024/1689 are not offered self-serve and require a Master Subscription Agreement. Above the seat ceiling, or to add a Service not available self-serve, the Customer is routed to "Talk with Sales" and the Master Subscription Agreement applies.

1.4 The TiJUBU Privacy Policy describes how TiJUBU processes personal data as controller (for example, the account holder's contact data and payment-related data). For the workforce personal data the Customer submits to the Services, TiJUBU acts as processor under the DPA and the Customer is the controller.

2.1 TiJUBU shall make the subscribed Self-Serve Services available in accordance with this Agreement, the Documentation and the applicable Plan Schedule.

2.2 The Services provide analytics, simulation, insight and workflow functionality. Outputs are decision-support information. They do not constitute automated decisions within the meaning of Article 22 GDPR and are not a substitute for the Customer's own judgment. The Customer is responsible for any decision it takes and shall ensure a human reviews outputs before acting on them.

2.3 TiJUBU may update and improve the Services provided no update materially reduces the core functionality of a subscribed Service during a paid term.

3.1 The Customer must register with a valid corporate email address, its correct legal name and, for paid plans, a valid VAT or tax identification number. Accounts using personal or generic webmail addresses may be refused or suspended.

3.2 The Customer is responsible for its account, credentials and all activity by the individuals it permits to use the account ("Authorized Users").

3.3 The individual who registers warrants that they are authorized to bind the Customer and to submit the data described in Clause 5 on the Customer's behalf.

4.1 The Customer shall use the Services only for its internal business purposes, in accordance with this Agreement, the Documentation and applicable law.

5.1 "Customer Data" means data, including personal data, that the Customer or its Authorized Users submit to or generate through the Services. The categories depend on the Services subscribed and are described, per Service, in the DPA and its annexes.

5.2 The Customer is the controller and TiJUBU is the processor of personal data within Customer Data. The DPA is incorporated into and forms part of this Agreement and is accepted at the same time.

5.3 The Customer is responsible for: (a) establishing and documenting a lawful basis under Article 6 GDPR (in the employment context, ordinarily legal obligation or legitimate interests, and generally not consent); (b) informing the individuals whose data it submits; (c) carrying out any data protection impact assessment required under Article 35 GDPR; and (d) the accuracy and lawfulness of the data it submits. TiJUBU makes a DPIA support template and an employee-notice template available to assist.

5.4 The Customer shall not submit special categories of personal data (Article 9 GDPR) through the Self-Serve Services. Sex or gender submitted for pay-equity analysis is processed as ordinary personal data for that purpose and is not, of itself, an Article 9 special category. A Service that requires Article 9 data is not available self-serve (Clause 1.3).

6.1 As between the Parties, the Customer owns all right, title and interest in Customer Data. The Customer grants TiJUBU a non-exclusive license to host, process and display Customer Data solely to provide and support the Services and as instructed under the DPA.

6.2 No training on Customer Data. TiJUBU shall not, and shall ensure its sub-processors shall not, use Customer Data to train, fine-tune or improve any artificial-intelligence or machine-learning model for the benefit of any third party or any other customer. This clause survives termination.

6.3 Anonymized benchmarking. TiJUBU may generate and use data derived from Customer Data only where it has been irreversibly anonymized such that no individual and no Customer can be identified by any means reasonably likely to be used, consistent with Recital 26 GDPR, to improve and benchmark the Services. The Customer may opt out through account settings or by notice, without affecting its use of the Services.

6.4 TiJUBU owns all right, title and interest in the Services, software, models, methodologies and Documentation, and any improvements. No rights are granted except as expressly stated. TiJUBU may use feedback to improve its products, provided it does not identify the Customer.

7.1 The Customer is the deployer and TiJUBU is the provider of AI functionality within the Services, within the meaning of Regulation (EU) 2024/1689 (the "AI Act").

7.2 The Self-Serve Services do not include AI systems classified as high-risk under Annex III of the AI Act (Clause 1.3). On their intended purpose, the Pay Analysis, Pay Designer and Pay Review modules (which perform analytics, simulation and workflow support) and the Career Journeys module (which provides career-development support, suggesting paths, skills and options) are not high-risk; TiJUBU maintains documentation of that assessment. The Customer shall not configure, describe or use a Service so as to make or determine individual employment decisions, including promotion or selection decisions, which could change that classification.

7.3 TiJUBU supports the Customer's transparency obligations to its workforce under Article 50 of the AI Act and, on request and under confidentiality, will provide a summary of the bias-testing applied to relevant models. Audit logs of AI-assisted activity are available through the Services.

8.1 Each Party shall keep the other's non-public information confidential and use it only to perform this Agreement, except for information that is public through no fault of the recipient, was already known, is independently developed, or must be disclosed by law. Customer Data is the Customer's confidential information.

9.1 The Parties shall comply with the DPA. For personal data within Customer Data, the Customer is the controller and TiJUBU is the processor.

10.1 We may update this Agreement or the DPA. We will give notice by email to the registered address and by in-product notice.

10.2 For changes that materially affect the Customer's rights or obligations, we will require acceptance of the updated version at next login before continued use. Continued use after a non-material update constitutes acceptance of it. Posting on a website alone is not sufficient notice of a material change.

11.1 This Agreement applies from acceptance until the account is closed or, for a paid plan, until the end of the then-current term as set out in Schedule 2.

11.2 We may suspend or terminate the Services or account on notice where the Customer materially breaches this Agreement, where required by law, or to address a material security risk.

11.3 On termination or account closure: the Customer's right to use the Services ends; the Customer may export Customer Data during the export window in the DPA; and TiJUBU will return or delete Customer Data in accordance with the DPA, including AI inference logs, and certify deletion on request.

11.4 Clauses that by their nature should survive (including Clauses 6.2, 6.4, 8, 11.3, the applicable liability clause, and this Clause 11.4) survive termination.

12.1 Liability that is not excluded or limited. Nothing in this Agreement excludes or limits liability for: (a) death or personal injury caused by negligence; (b) intent (dolo) or gross negligence (culpa grave); (c) any liability that cannot be excluded or limited under mandatory Portuguese law, including Decree-Law no. 446/85; or (d) the no-training obligation in Clause 6.2 breached by wilful misconduct.

12.2 Subject to Clause 12.1, neither Party is liable for indirect or consequential loss, or for loss of profits, revenue, goodwill or anticipated savings.

12.3 The financial limits on liability are set out in the applicable Plan Schedule (Schedule 1 for free, Schedule 2 for paid), together with the elevated cap for data protection breaches.

13.1 Assignment

The Customer may not assign without our prior written consent. We may assign to an affiliate or in connection with a merger or sale of substantially all our assets, on notice.

13.2 Subcontracting

We may subcontract performance, subject to the DPA for any sub-processing of personal data, and remain responsible for our subcontractors.

13.3 Entire agreement

This Agreement, the DPA and the Plan Details are the entire agreement for the self-serve subscription and supersede prior discussions. Nothing limits liability for fraudulent misrepresentation.

13.4 Severability and waiver

If any provision is unenforceable, the rest remains in effect. No failure to exercise a right is a waiver.

13.5 Move to a Master Subscription Agreement

If the Customer enters into a Master Subscription Agreement (for example, on exceeding the seat ceiling, adding a Service not available self-serve, or negotiating bespoke terms), that agreement prevails over this Agreement from its effective date. Customer Data continuity is preserved without re-upload.

14.1 This Agreement is governed by the laws of Portugal. The courts of Lisbon have exclusive jurisdiction, without prejudice to either Party's right to seek injunctive relief in any competent court and to the rights of data subjects and supervisory authorities under data protection law.

S1.1 Service basis. The free plan is provided on an "as is" and "as available" basis. We do not commit to any service level, uptime or support response time, and may carry out maintenance or suspend access where reasonably necessary. This does not limit the non-excludable items in Clause 12.1.

S1.2 No fees. The free plan is provided free of charge. We may change, limit or discontinue it, or any feature, subject to Clause 10.

S1.3 Liability cap. Subject to Clause 12.1, and because the free plan is provided without charge, each Party's total aggregate liability arising from the free plan is limited to one thousand euros (EUR 1,000).

S1.4 Dormant accounts. If a free account is not accessed for twelve (12) consecutive months, we may notify the registered email and, if it remains inactive for thirty (30) days after that notice, close the account and delete Customer Data in accordance with the DPA, consistent with data minimization and storage limitation.

S1.5 Termination. The Customer may close a free account at any time through account settings or by notice.

S2.1 Term. Each paid subscription has a minimum term of twelve (12) months from the subscription start date (the "Term").

S2.2 Fees and payment. The annual fee for the selected plan is payable in full and in advance, by the payment method provided at sign-up, processed by our third-party payment processor. The Customer authorizes the charge for each Term. Fees are stated exclusive of VAT and other applicable taxes.

S2.3 VAT and taxes. TiJUBU applies VAT according to the Customer's place of establishment and tax status:

The Customer is responsible for the accuracy of the VAT, tax or registration number it provides.

S2.4 Auto-renewal. Unless the Customer cancels before the end of the then-current Term, the subscription renews automatically for successive twelve (12) month Terms at the then-current price, and the annual fee for the renewal Term is charged in advance. We will send a renewal reminder to the registered email in advance of each renewal. The Customer may cancel renewal at any time through account settings, effective at the end of the then-current Term.

S2.5 Service level and support. Paid plans are provided with the service level and support set out in the Service Level Agreement, including a target monthly availability of 99.9% measured as set out there. The service credits in the SLA are the Customer's sole and exclusive remedy for failure to meet the availability target, and do not apply to or limit remedies for breaches of the DPA or of confidentiality.

S2.6 Warranty and remedy. TiJUBU warrants that the Services will perform materially in accordance with the Documentation and will be provided with reasonable skill and care. If a Service does not conform, TiJUBU will correct it or, if it cannot within a reasonable period, the Customer may terminate the affected Service and receive a refund of prepaid fees for the unused period. This is in addition to the Customer's mandatory rights under Portuguese law.

S2.7 Refunds and termination. Except as stated in S2.6 or required by mandatory law, fees for a Term are non-refundable, and termination by the Customer for convenience takes effect at the end of the then-current Term without refund. Either Party may terminate for the other's material breach not cured within thirty (30) days of written notice, or on the other's insolvency. Where TiJUBU materially breaches and fails to cure, the Customer is entitled to a pro rata refund of prepaid fees for the unused period.

S2.8 Liability caps. Subject to Clause 12.1: (a) each Party's aggregate liability for breaches of the DPA and data protection obligations is limited to the elevated data-protection cap stated in the Plan Details per contract year; and (b) subject to (a), each Party's aggregate liability under this Agreement is limited to the fees paid or payable in the twelve (12) months preceding the event giving rise to the claim.

S2.9 Suspension for non-payment. We may suspend the Services for material non-payment on at least fourteen (14) days' written notice if the overdue amount remains unpaid. Late payment accrues interest at the statutory commercial rate under Decree-Law no. 62/2013.