Last Updated: May 5, 2026

1. Agreement to Terms

1.1 Binding Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Overvue.ai Ltd ("Overvue", "we", "us", or "our"), a company registered in England and Wales (Company Number: 16108402). By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. You represent and warrant that you have the authority to enter into this agreement and are at least 16 years of age. If you are entering into this agreement on behalf of an entity, you represent and warrant that you have the legal authority to bind such entity to these Terms.

1.2 Age Requirement

You must be at least 16 years of age to use the Service. By using the Service, you represent and warrant that you meet this age requirement. We reserve the right to request proof of age and to terminate accounts that do not meet this requirement.

1.3 Definitions

For the purposes of these Terms:

"Service" means the Overvue platform and all of its products, including the Sales Training Product, the Recruiting Product, and the Interview Practice Product, together with all software, applications (including the Overvue iOS application), features, and functionalities provided by Overvue.
"Sales Training Product" means the AI-powered roleplay training product offered to sales organisations and individual sales professionals to practise and improve their sales communication skills.
"Recruiting Product" means the AI-powered screening interview product offered to organisations to screen candidates for roles using configurable interview questions.
"Interview Practice Product" means the AI-powered interview practice product offered directly to individual consumers (B2C), including via the Overvue iOS application, that enables users to practise for job interviews of varying styles and difficulty.
"Customer Account" means an account held by a business or organisation in connection with the Sales Training Product or the Recruiting Product.
"Individual Account" means an account held by an individual consumer in connection with the Interview Practice Product.
"Candidate" means an individual invited by a Customer to participate in a screening interview through the Recruiting Product.
"User Data" means all data, content, and information you provide, upload, or generate through the Service, including account information, custom bot configurations, performance data, session recordings, transcripts, and screening interview responses.
"User Content" means any content you create or input into the Service, including custom bot configurations, company information, screening interview questions, and practice scenarios.
"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trademarks, service marks, trade names, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information, and all other intellectual property rights, whether registered or unregistered.
"Subscription Period" means the period for which you have paid to use the Service, including any renewal periods.
"Fees" means all charges, costs, and expenses associated with your use of the Service.
"Session Credits" means the unit used to consume practice, screening, or interview sessions on the Service. Session Credits are allocated under your subscription plan or purchased on a pay-as-you-go basis.
"Aggregated Data" means User Data that has been anonymised and combined with data from other users such that it does not identify, and cannot reasonably be used to identify, any individual user or any specific individuals.
"Platform Insights" means analytical outputs, benchmarks, trends, performance metrics, or recommendations generated by Overvue from Aggregated Data and made available to users through the Service.

2. Description of Service

2.1 Core Services

Overvue provides an AI-powered conversational training and assessment platform. The Service is composed of three products:

(a) Sales Training Product (B2B). AI-powered roleplay conversations with virtual prospects, including pre-made bot personas, custom bot creation based on your company and target customers, AI-driven company and customer persona research, real-time voice interaction, custom scorecards, performance analytics, and session recordings and transcripts.

(b) Recruiting Product (B2B). A screening interview tool that enables Customers to configure interview questions for a particular role, invite Candidates to complete screening interviews, and review the resulting recordings, transcripts, and AI-generated assessments. Customers are responsible for the lawful invitation of Candidates and for compliance with all applicable employment, equality, and data protection laws in their use of the Recruiting Product.

(c) Interview Practice Product (B2C). A consumer-facing interview practice product, available via the web platform and via the Overvue iOS application. Individual users may sign up, provide details of the role and interview style they wish to practise (including high-pressure interviews and other formats), and engage in AI-powered practice interviews with feedback and analytics.

2.2 Custom Bot and Scenario Creation

The Service enables Customers to create custom AI bot personas (in the Sales Training Product) and custom screening interviews (in the Recruiting Product) by providing relevant inputs, including a company website or domain. Our AI research flow may analyse publicly available information to generate fictional personas, scenarios, or supporting context, including company overview, business model, market position, competitors, and persona characteristics such as speech style, pain points, and job responsibilities. You may review and modify this AI-generated information. All personas created are fictional characters and do not represent real individuals.

2.3 Service Delivery

We deliver the Service through:

our web-based platform (used by all three products);
the Overvue iOS application, which is provided exclusively for the Interview Practice Product (B2C); and
third-party AI, voice, and infrastructure providers used to power voice interaction, transcription, analysis, billing, and research capabilities.

The Service utilises third-party providers including, without limitation, Microsoft Azure (UK datacentres) for hosting and storage, Ultravox for real-time voice interaction in the Interview Practice Product, and RevenueCat together with Apple for in-app subscription management on iOS. All service delivery is conducted in accordance with our security protocols and applicable data protection laws.

2.4 Service Modifications

We retain the right to modify, enhance, or discontinue any aspect of the Service or any individual product within the Service at our sole discretion. Such modifications may include changes to functionality, user interface, available features, AI models, Session Credit allocations, scoring methods, or technical requirements. We will provide reasonable notice of any material changes that substantially affect your use of the Service. Continued use of the Service following any modification constitutes your acceptance of the modified Service.

2.5 Educational Purpose and Disclaimer

The Service is provided solely for training, practice, screening, and educational purposes. AI-generated bot personas and AI-generated assessments are fictional or probabilistic and may not accurately reflect real customer behaviour, candidate suitability, or interviewer responses. The Service does not constitute professional sales advice, recruitment advice, employment decisions, career advice, coaching, or consulting. Performance on the platform does not guarantee real-world sales success, hiring outcomes, or interview success. You acknowledge that the Service is a training and assessment tool and should not be relied upon as the sole basis for hiring decisions, sales strategies, or other business or career decisions. Customers using the Recruiting Product remain solely responsible for any hiring decision and for ensuring that their use of AI-generated assessments complies with applicable laws.

3. User Responsibilities

3.1 Account Registration and Security

You are responsible for maintaining the security and confidentiality of your account credentials. This responsibility includes creating and using strong passwords, implementing appropriate access controls, not sharing your account with others, and promptly notifying us of any suspected unauthorised access. You must maintain accurate and up-to-date information associated with your account, including your full name, email address, and (where applicable) company domain. You are solely responsible for all activities occurring under your account credentials.

Each account is licensed for use by a single individual only. You may not share your account credentials, allow multiple individuals to use a single account, or otherwise circumvent user-based licensing restrictions. Where a Customer purchases seats for multiple users in connection with the Sales Training Product or the Recruiting Product, each seat must be assigned to a named individual. We reserve the right to monitor account usage patterns and suspend or terminate accounts showing evidence of sharing or unauthorised multi-user access.

3.3 Accuracy of Information

When creating custom bots, screening interviews, or interview practice scenarios, you represent and warrant that any information you provide about your company, products, services, role, or interview is accurate and that you have the authority to provide such information. You acknowledge that the quality of AI-generated personas, assessments, and feedback depends on the accuracy and completeness of the information provided.

3.4 Customer Responsibilities for Candidates

Customers using the Recruiting Product are responsible for: (a) obtaining all necessary permissions and consents from Candidates before inviting them to participate in screening interviews; (b) providing Candidates with appropriate notice regarding the use of AI-powered screening, recording, and assessment; (c) complying with all applicable laws relating to recruitment, employment, equality, anti-discrimination, and data protection; and (d) lawfully processing any data they receive about Candidates through the Service. Overvue acts as a processor in respect of Candidate data processed on the Customer's behalf in the Recruiting Product, save where Overvue uses such data as a controller in anonymised, aggregated form as described in these Terms and our Privacy Policy.

4. Acceptable Use

4.1 Permitted Uses

The Service shall be used solely for legitimate training, practice, screening, and professional development purposes in accordance with these Terms. All use must comply with applicable laws, regulations, and these Terms.

4.2 Prohibited Uses

You shall not, and shall not permit any third party to: (a) share or distribute access credentials or accounts; (b) use the Service for any unlawful purpose or to violate any applicable laws (including, in the case of the Recruiting Product, anti-discrimination or employment laws); (c) attempt to reverse engineer, decompile, or disassemble any aspect of the Service; (d) use automated tools, bots, or scripts to interact with the Service or artificially manipulate screening results, performance analytics, or usage records; (e) create usernames, custom bot content, screening questions, or other content that is offensive, racist, sexually explicit, hateful, defamatory, discriminatory, or otherwise inappropriate; (f) impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity, including (in the case of the Interview Practice Product) misrepresenting your identity for the purpose of practising on behalf of another person; (g) use trademarks, service marks, or brand names belonging to others without authorisation; (h) interfere with or disrupt the integrity or performance of the Service or its related systems; (i) attempt to gain unauthorised access to the Service or other users' accounts or data, including the data of other Candidates; (j) use the Service to develop, train, or improve competing products or services; (k) extract, scrape, or harvest data from the Service using automated means; or (l) circumvent any usage limits, access controls, or technological protection measures, including any limits on Session Credits.

4.3 Content Moderation

We reserve the right to review, monitor, and moderate all User Content, including usernames, custom bot configurations, screening interview questions, and any other content created or uploaded to the Service. We may, at our sole discretion, modify, reject, or remove any content that violates these Terms, is inappropriate, unlawful, or otherwise objectionable. This includes the right to change or delete custom usernames, custom bots, or screening questions without prior notice.

4.4 Usage Monitoring

We reserve the right to monitor Service usage to ensure compliance with these Terms. This monitoring may include automated systems and manual review processes. Any violation of these acceptable use provisions may result in immediate suspension or termination of your access to the Service without refund.

5. Platform Integrity

5.1 Fair Use

You agree to engage with the Service in good faith. You must not use automated tools, scripts, bots, shared accounts, manipulated recordings, or other methods intended to falsify screening results, scorecard results, performance analytics, or usage records.

5.2 Enforcement and Remedies

We reserve the right to investigate suspicious or abusive activity. Upon detection or reasonable suspicion of manipulated results or misuse, we may, at our sole discretion: (a) correct or remove affected results; (b) suspend your account pending investigation; (c) permanently terminate your account; or (d) take any other action we deem appropriate. You may appeal any such action by contacting our support team via email or chat support. We will review appeals in good faith but maintain final discretion on all enforcement decisions.

6. Data Rights and Usage

6.1 Ownership of User Data

You retain all right, title, and interest in and to your personal information and the specific content you provide to the Service. However, by using the Service, you grant us a worldwide, non-exclusive, royalty-free licence to use, copy, store, transmit, analyse, and process your User Data solely for the purposes of: (a) providing the Service to you; (b) generating your individual performance analytics and insights; (c) creating Aggregated Data and Platform Insights; and (d) improving the Service as described in these Terms and our Privacy Policy.

6.2 Session Recordings and Transcripts

The Service records and transcribes practice roleplay sessions, screening interviews, and interview practice sessions for your review and learning, and (in the Recruiting Product) for review by the inviting Customer. You may download or delete your individual session recordings at any time through your account, subject to the retention rights of any Customer that invited you to a screening interview. While we do not use audio recordings to train AI models, we do use session transcripts, performance data, and anonymised conversation patterns to improve the Service, train our AI models, and generate Platform Insights. Transcripts are processed in anonymised, aggregated form such that individual users cannot be identified.

6.3 Aggregated Data and Platform Insights

We anonymise and aggregate User Data, including session transcripts, performance metrics, conversation patterns, objection types, response effectiveness, industry-specific trends, screening response patterns, and bot configuration data. This Aggregated Data is used to: (a) develop and refine AI models and algorithms; (b) generate Platform Insights such as benchmarks, best practices, and performance trends; (c) provide comparative analytics to help users improve their skills; and (d) enhance the overall quality and intelligence of the Service. Platform Insights are made available to users but do not reveal any information that could identify individual users, their companies, Candidates, or specific conversations.

6.4 Custom Bot and Scenario Ownership

All custom bots, screening interviews, and AI-generated personas, assessments, and configurations created through the Service are owned by Overvue. We grant you a licence to use the custom bots, screening interviews, and scenarios you create for the duration of your Subscription Period. Upon account deletion, we may retain anonymised configurations for Aggregated Data analysis but will delete identifiable custom bot and screening interview data in accordance with our data retention policies.

6.5 Data Retention and Deletion

We retain User Data for the duration of the Subscription Period and as necessary to provide the Service. Following account deletion, identifiable User Data, including session recordings, transcripts, and custom bot or screening interview configurations, will be deleted within 30 days, except that such data may persist in backup systems for up to 90 days. Aggregated Data and Platform Insights that have been anonymised such that individual users cannot be identified may be retained indefinitely. In the case of the Recruiting Product, Customer instructions and applicable law may require longer or shorter retention of Candidate data, in which case the controller's instructions will govern.

7. Service Levels and Support

7.1 Service Availability

We shall use commercially reasonable efforts to maintain Service availability, excluding scheduled maintenance periods and circumstances beyond our reasonable control. We do not guarantee uninterrupted access to the Service and shall not be liable for any unavailability, interruptions, or performance issues.

7.2 Technical Support

We provide technical support through email and chat during standard business hours (Monday to Friday, 9:00 AM to 5:00 PM GMT, excluding public holidays). Support services include assistance with account issues, Service functionality, troubleshooting, and resolution of technical problems. We aim to respond to support inquiries within 2 business days but do not guarantee response times. Support for in-app purchases made through the Apple App Store may also be subject to Apple's policies; refunds for such purchases are processed by Apple in accordance with App Store terms.

7.3 Scheduled Maintenance

We may perform scheduled maintenance that temporarily interrupts Service availability. Where possible, we will provide advance notice of scheduled maintenance. Emergency maintenance may be performed without notice when necessary to maintain Service security, integrity, or performance.

8. Fees and Payment

8.1 Subscription Plans, Pay-As-You-Go, and Session Credits

(a) B2B Subscriptions. The Sales Training Product and the Recruiting Product are offered on a subscription basis, with different plans offering varying allocations of Session Credits per Subscription Period. The subscription terms applicable to the Sales Training Product and the Recruiting Product are the same.

(b) B2B Pay-As-You-Go. As an alternative to a subscription, B2B Customers may purchase Session Credits on a one-off, pay-as-you-go basis for use with the Sales Training Product or the Recruiting Product. Pay-as-you-go Session Credits are subject to the validity period communicated at the point of purchase. Pay-as-you-go Session Credits are not subject to the rollover provisions in Section 8.2.

(c) B2C Subscriptions. The Interview Practice Product is offered to consumers under separate subscription terms and pricing, available via the web platform and via the Overvue iOS application. Subscriptions purchased on iOS are managed through the Apple App Store using RevenueCat as our subscription management provider. All such purchases are subject to Apple's standard terms in addition to these Terms, including Apple's policies on auto-renewal, refunds, and family sharing.

(d) Free Trials. All users receive one free practice session. Additional free trial periods may be provided at our sole discretion.

8.2 Rollover of Session Credits

Unused Session Credits under a B2B subscription plan will roll over to the next Subscription Period, subject to the following limits:

(a) Cap. Your total Session Credit balance after rollover may not exceed 100% of the Session Credit allocation for your current subscription plan. By way of example, if your monthly allocation is 50,000 Session Credits, your maximum balance after rollover at the start of any Subscription Period may not exceed 100,000 Session Credits. Any unused Session Credits in excess of this cap at the end of a Subscription Period will be forfeited.
(b) Carry-Forward Period. Rolled-over Session Credits may only be carried forward for one Subscription Period. Any Session Credits that have already been rolled over once and remain unused at the end of the next Subscription Period will be forfeited.
(c) Forfeiture on Cancellation. Any unused Session Credits, including rolled-over Session Credits, are forfeited on cancellation, downgrade, non-renewal, or termination of your subscription, without refund.

The rollover provisions in this Section 8.2 do not apply to pay-as-you-go Session Credits or to subscriptions for the Interview Practice Product, which are subject to their own terms.

8.3 Payment Terms

All Fees are due in advance and must be paid through our authorised payment processors, which include Stripe (for web-based payments) and RevenueCat together with Apple (for iOS purchases). Fees are exclusive of all applicable taxes, levies, duties, and similar charges, which are your responsibility, except where collected on your behalf by Apple at the point of sale. You authorise us (or, in the case of iOS purchases, Apple) to charge your designated payment method for all applicable Fees. You are responsible for maintaining valid payment information and for any fees or charges associated with payment processing.

8.4 Fee Modifications

We may modify our Fees upon thirty (30) days' prior written notice. Any Fee increase shall not take effect until the expiration of your current Subscription Period. Continued use of the Service after a Fee modification takes effect constitutes your acceptance of the new Fees. Fee modifications for iOS subscriptions are also governed by Apple's policies.

8.5 Late Payment and Suspension

If payment is not received by the due date, we reserve the right to suspend your access to the Service until payment is received in full. Any payment not received within fourteen (14) days of the due date may accrue interest at the rate of 1% per month or the maximum rate permitted by law, whichever is lower. You shall reimburse us for all reasonable costs incurred in collecting overdue payments. This Section 8.5 does not apply to payments processed by Apple, which are governed by Apple's terms.

8.6 Refunds

Fees are non-refundable except as expressly provided in these Terms or as required by law. We do not provide refunds for unused Session Credits, partial Subscription Periods, or dissatisfaction with the Service. If we terminate your account for breach of these Terms, you will not be entitled to any refund. Refunds for purchases made on iOS are processed by Apple in accordance with Apple's refund policy and are not within our control.

9. Term and Termination

9.1 Term

These Terms commence on the date you first accept them and continue until all Subscription Periods have expired or been terminated. Subscription Periods automatically renew for subsequent periods equal to the expiring Subscription Period unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current Subscription Period (or, in the case of iOS subscriptions, in accordance with Apple's auto-renewal cancellation process). You may cancel auto-renewal at any time through your account settings or, for iOS subscriptions, through your Apple ID settings.

9.2 Termination by You

You may terminate these Terms at any time by cancelling your subscription and closing your account. Termination will be effective at the end of your current Subscription Period. You will not receive a refund for any unused portion of your subscription or unused Session Credits.

9.3 Termination by Us

We may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason, including but not limited to: (a) breach of these Terms; (b) violation of the Acceptable Use or Platform Integrity provisions; (c) fraudulent, abusive, or illegal activity; (d) failure to pay applicable Fees; (e) extended periods of inactivity; or (f) at our sole discretion if we believe termination is necessary to protect the Service, other users, or ourselves. We may also terminate these Terms with thirty (30) days' notice for any reason or no reason.

9.4 Effects of Termination

Upon termination of these Terms: (a) all rights granted to you under these Terms shall immediately terminate; (b) you shall cease all use of the Service; (c) we may immediately deactivate your account and delete or retain your User Data in accordance with our data retention policies; (d) you shall pay all outstanding Fees within five (5) business days; and (e) you will lose access to all User Data, session recordings, transcripts, custom bots, screening interviews, scorecard results, performance analytics, and Session Credits. You are responsible for exporting any data you wish to retain before termination. Provisions that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity obligations, and limitations of liability.

10. Intellectual Property

10.1 Ownership

We retain all right, title, and interest in and to the Service, including all related Intellectual Property Rights. This includes but is not limited to all software, algorithms, AI models, user interface designs, the Overvue iOS application, Platform Insights, Aggregated Data, pre-made bot personas, screening interview templates, analytical and scoring frameworks, branding, trademarks, and any derivative works. These Terms do not grant you any rights to our Intellectual Property Rights except for the limited licence expressly set forth herein.

10.2 Custom Bot, Scenario, and Screening Ownership

All custom bots, custom screening interviews, custom interview practice scenarios, and AI-generated research, persona configurations, and related content created through the Service are owned by Overvue. You are granted a non-exclusive licence to use such custom content during your Subscription Period solely within the Service.

10.3 Licence Grant

Subject to your compliance with these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service (including, where applicable, the Overvue iOS application) during the Subscription Period solely for your personal, professional development, training, or recruitment purposes (as applicable to the relevant product). The licence to use the Overvue iOS application is additionally subject to the Apple Licensed Application End User Licence Agreement.

10.4 Feedback and Suggestions

Any feedback, suggestions, ideas, or improvements you provide regarding the Service shall automatically become our exclusive property without any obligation of compensation or attribution. You hereby assign all right, title, and interest in such feedback to Overvue, and we may use such feedback for any purpose without restriction.

10.5 Restrictions

You shall not: (a) modify, adapt, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble the Service or attempt to discover any source code or underlying algorithms; (c) remove, alter, or obscure any proprietary notices or markings; (d) access the Service to build a competitive product or service or copy any features, functions, or graphics; (e) licence, sell, rent, lease, transfer, or otherwise commercially exploit the Service; (f) frame or mirror any content forming part of the Service; or (g) use the Service in any manner that exceeds the scope of the licence granted herein.

11. Privacy and Data Protection

11.1 Privacy Policy

Our collection, use, and processing of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the practices described in our Privacy Policy.

11.2 Data Protection Compliance

We process personal data in accordance with applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. You acknowledge that the Service involves the processing of your personal information and that by using the Service, you consent to such processing as described in our Privacy Policy.

11.3 Third-Party Service Providers

The Service utilises third-party AI and technology providers to deliver functionality, including voice interaction, transcription, AI analysis, research, and billing capabilities. These include, without limitation, Microsoft Azure (UK datacentres) for hosting, Ultravox for voice interaction in the Interview Practice Product, and RevenueCat together with Apple for iOS subscription management. Your data may be processed by these providers solely to enable the Service. We maintain appropriate contractual safeguards with all third-party processors to ensure data protection and security.

11.4 Data Security

We implement reasonable technical and organisational security measures to protect User Data from unauthorised access, disclosure, alteration, or destruction. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security. You acknowledge and accept the inherent risks of transmitting information over the internet.

12. Liability and Warranties

12.1 Service Warranty

We warrant that the Service will perform substantially in accordance with its documentation under normal use. Your exclusive remedy for breach of this warranty shall be our use of commercially reasonable efforts to correct non-conforming Service features or, if we cannot make such correction within a reasonable time, termination of your subscription with a pro-rata refund of prepaid unused Fees.

12.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT AI-GENERATED PERSONAS, ASSESSMENTS, OR FEEDBACK WILL ACCURATELY REFLECT REAL CUSTOMERS, CANDIDATES, OR INTERVIEWERS, THAT USE OF THE SERVICE WILL RESULT IN IMPROVED SALES PERFORMANCE, SUCCESSFUL HIRING OUTCOMES, OR INTERVIEW SUCCESS, OR THAT THE SERVICE WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICE.

12.3 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OVERVUE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO OVERVUE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED POUNDS (£100), WHICHEVER IS GREATER.

12.4 Basis of the Bargain

You acknowledge and agree that the disclaimers and limitations set forth in this Section 12 reflect a reasonable and fair allocation of risk between you and Overvue and that these limitations are an essential basis of the bargain between the parties. The Service would not be provided without these limitations.

12.5 Indemnification

You agree to indemnify, defend, and hold harmless Overvue, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from: (a) your use or misuse of the Service; (b) your violation of these Terms; (c) your violation of any rights of another party, including intellectual property rights or the rights of any Candidate; (d) any User Content or information you provide; or (e) your violation of any applicable laws or regulations, including (in the case of the Recruiting Product) employment, equality, or data protection laws. We reserve the right to assume exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defence of such claim.

13. Apple-Specific Terms (Interview Practice Product on iOS)

The following additional terms apply to your use of the Overvue iOS application:

(a) Acknowledgement. These Terms are concluded between you and Overvue, and not with Apple, Inc. ("Apple"). Apple is not responsible for the iOS application or its content.
(b) Scope of Licence. The licence granted to you for the iOS application is limited to a non-transferable licence to use the iOS application on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions.
(c) Maintenance and Support. Overvue is solely responsible for providing any maintenance and support services with respect to the iOS application. Apple has no obligation whatsoever to furnish any maintenance and support services.
(d) Warranty. In the event of any failure of the iOS application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the iOS application. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS application.
(e) Product Claims. Overvue, not Apple, is responsible for addressing any claims relating to the iOS application or your use of it, including product liability claims, claims that the iOS application fails to conform to any legal or regulatory requirement, and claims under consumer protection or similar legislation.
(f) Intellectual Property Claims. In the event of any third-party claim that the iOS application or your possession and use of the iOS application infringes that third party's intellectual property rights, Overvue, not Apple, will be solely responsible for the investigation, defence, settlement, and discharge of any such claim.
(g) Third-Party Beneficiary. You acknowledge and agree that Apple and Apple's subsidiaries are third-party beneficiaries of these Terms as they relate to your licence of the iOS application, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

14. Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

14.2 Jurisdiction

Subject to Section 14.3, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation. Both parties submit to the exclusive jurisdiction of such courts.

14.3 Informal Resolution

Before initiating any legal proceeding, the parties agree to attempt in good faith to resolve any dispute through informal negotiation. Either party may initiate informal resolution by providing written notice to the other party describing the dispute. The parties shall then attempt to resolve the dispute through direct communication between representatives with authority to settle the dispute for a period of not less than thirty (30) days.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and (where applicable) any order form, plan-specific terms, or Apple App Store terms, constitute the entire agreement between you and Overvue regarding the Service and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the subject matter hereof.

15.2 Modifications to Terms

We reserve the right to modify these Terms at any time at our sole discretion. We will provide notice of material modifications by posting the updated Terms on our website with a new "Last Updated" date or by sending you notice through the Service or to your registered email address. Material modifications will become effective thirty (30) days after posting or notification. Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service before the effective date.

15.3 Assignment

You may not assign, transfer, or delegate these Terms or any rights or obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any attempted assignment in violation of this provision shall be void. We may freely assign, transfer, or delegate these Terms and our rights and obligations hereunder to any successor to our business or assets, whether by merger, acquisition, sale of assets, or otherwise, without restriction and without your consent.

15.4 Severability

If any provision of these Terms 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 these Terms. The remaining provisions shall continue in full force and effect.

15.5 Waiver

No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise or the exercise of any other right, power, or privilege.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or labour disputes, failures of third-party service providers, internet service provider failures, or failures of telecommunications or hosting infrastructure. The affected party shall promptly notify the other party of any such circumstance and shall use reasonable efforts to mitigate the impact.

15.7 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by registered or certified mail, return receipt requested; or (d) sent by overnight courier service. Notices to you may be sent to the email address associated with your account. Notices to us must be sent to support@overvue.ai.

15.8 Relationship of the Parties

The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, agency, or franchise relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.

15.9 Third-Party Beneficiaries

Save as expressly provided in Section 13 with respect to Apple, these Terms are for the sole benefit of the parties hereto and their permitted successors and assigns, and nothing herein, 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 under or by reason of these Terms.

15.10 Interpretation

Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision. The words "include," "includes," and "including" shall be deemed to be followed by "without limitation." The word "or" is not exclusive.

16. Contact Information

Overvue.ai Ltd Company Number: 16108402 Email: support@overvue.ai Registered Address: 8 Winchester Place, North Street, Poole, BH15 1NX, United Kingdom

For questions regarding these Terms or the Service, please contact us at the email address above. We will respond to all inquiries within 2 business days.