Terms & Conditions

These Software License Terms (“Terms”), together with the applicable Order Form and our Data Processing Addendum (the “DPA”), form the entire agreement (the “Agreement”) between the customer named in the Order Form (“you”, “your”) and Compensation IQ Ltd (“Compensation IQ”, “we”, “us”, “our”), a company registered in England and Wales (Company Number 16491293), governing your access to and use of our software products.

These Terms govern software products only. Use of our marketing website is governed separately by our Website Terms of Use.

These Terms do not address fees, pricing, billing, or payment method - those are set out exclusively in your Order Form.

1. Definitions

1.1 “Agreement” means these Terms, the Order Form, and the DPA, collectively.

1.2 “Customer Data” means all data submitted to, or generated within, the Service by or on behalf of you, including Employee Data and Outputs, except as provided in clause 20. Customer Data is the umbrella term used throughout this Agreement.

1.3 “Employee Data” means the subset of Customer Data relating to your workers or prospective workers (for example, job titles, compensation, demographic categories, and organisational data), whether or not it constitutes Personal Data.

1.4 “Personal Data” has the meaning given in the DPA and applicable Data Protection Laws, and is used in this Agreement only in contexts governed by data protection law.

1.5 “Order Form” means the online or signed order form completed by you, specifying the Product(s), Users, Term, and fees applicable to your subscription.

1.6 “Outputs” means reports, analyses, levelling results, gap calculations, and other outputs generated by the Service based on Customer Data.

1.7 “Product” means any of the following software offerings made available by Compensation IQ, each as described in clause 20: Job Architecture & Levels (“JA”), Salary Benchmarking (“Benchmarking”), and EU Pay Transparency (“EU PTD”).

1.8 “Service” means the Product(s) specified in your Order Form, together with related support.

1.9 “Users” means individuals authorised by you to access the Service, up to any limit specified in your Order Form.

1.10 “Force Majeure Event” has the meaning given in clause 16.

2. Scope and Order Form

2.1 Your Order Form specifies which Product(s) you have purchased or are otherwise authorised to use. These Terms apply to every Product you use; the Product-specific terms in clause 20 apply only to the Product(s) specified in your Order Form. Adding a further Product is done by a new or amended Order Form.

2.2 The Service may be modified through changes to these Terms as provided in clause 17, and/or by a new or amended Order Form agreed between us.

2.3 We may, in our reasonable discretion, decline to onboard you within twenty-one (21) days of Order Form acceptance, in which case we will notify you by email and refund any amounts already paid for the declined period.

2.4 These Terms do not apply to services provided by Compensation IQ under a separate agreement that explicitly provides that these Terms do not apply.

2.5 Support and service levels for the Service are set out in our Service Level Agreement, made available to you on request, which forms part of this Agreement.

3. Order of Precedence

3.1 If there is any conflict or ambiguity between the documents comprising the Agreement, the conflict shall be resolved according to the following order of precedence: (1) the Order Form; (2) these Terms and the DPA; and (3) the Privacy Policy. As between these Terms and the DPA (which rank equally), the DPA prevails on any matter concerning the processing of Personal Data. Where the Product-specific terms in clause 20 conflict with the general terms in this Agreement, the clause 20 terms prevail to the extent of the conflict for that Product.

4. Term

The term of your subscription to each Product is set out in your Order Form (the “Term”). Unless your Order Form expressly states otherwise, if you do not give notice of cancellation at least sixty (60) days before the end of the current Term, the Term will automatically extend for a further period equal to the immediately preceding Term, and you will be responsible for the fees for that additional period.

5. Access and Use Rights

5.1 Subject to your compliance with this Agreement, we grant you a non-exclusive, non-transferable licence, for the Term, to access and use the Product(s) specified in your Order Form for your own internal business purposes.

5.2 You are responsible for Users’ compliance with this Agreement and for the confidentiality of User login credentials.

6. Acceptable Use

You must not: (a) use the Service in violation of applicable law; (b) knowingly or intentionally upload, install, or otherwise transfer any content, software, virus, advertisement, or other item which adversely affects the Service or Compensation IQ’s systems, or otherwise breach or bypass the Service’s security mechanisms; (c) except as expressly permitted, copy, modify, reverse engineer, or disassemble any part of the Service, or use it to build a competing product or service; (d) use automated means to harvest data from the Service; (e) use the Service for benchmarking or comparison purposes other than your own business needs, or resell or redistribute data obtained via the Service, save as expressly permitted in clause 20; (f) remove any proprietary notice from the Service; or (g) use the Service in a manner that infringes the rights of any third party.

7. Intellectual Property

7.1 As between the parties, we own all right, title, and interest in the Service, including all underlying software, models, and technology, excluding Customer Data.

7.2 As between the parties, you own all right, title, and interest in Customer Data. You confirm that you have the right to provide Customer Data to us for the purposes set out in this Agreement, whether provided by you or through a third-party supplier. You grant us a licence to use Customer Data solely to provide, maintain, and improve the Service, and as otherwise set out in this Agreement. We do not acquire any intellectual property rights in Customer Data, except the rights to use it as stated in this Agreement.

7.3 Ownership of, and rights to use, Outputs are set out in clause 20, as treatment differs by Product.

7.4 We own all right, title, and interest in any anonymised, aggregated, or derived data, analysis, model, or other output that we create through the processing of Customer Data, whether that Customer Data originates from JA, Benchmarking, EU PTD, or any combination of Products. This clause 7.4 does not affect your ownership of Customer Data itself under clause 7.2, and applies in addition to the right described in clause 9.3.

7.5 If a third party claims that the Service infringes its intellectual property rights, we may, at our option and expense: (a) procure the right for you to continue using the Service; (b) modify or replace the affected part of the Service to avoid the infringement, without materially reducing its functionality; or (c) if neither is reasonably achievable, terminate the affected Product on written notice and refund any prepaid, unused fees for that Product. Save for our indemnity at clause 12.2, this clause 7.5 states our entire liability, and your exclusive remedy, for third-party intellectual property infringement claims.

8. Feedback

If you or your Users provide us with suggestions, ideas, or other feedback about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose, without obligation or attribution to you. Feedback does not include Customer Data.

9. Data Protection

9.1 In processing any Personal Data included in Customer Data, the parties will comply with applicable data protection laws, including the EU General Data Protection Regulation (GDPR), the UK GDPR, and the UK Data Protection Act 2018 (together, “Data Protection Laws”).

9.2 To the extent the Service involves the processing of Personal Data, the parties shall comply with the DPA, which forms part of this Agreement and prevails over these Terms in the event of any conflict regarding the processing of Personal Data.

9.3 Customer Data and aggregated benchmark data.

(a) We treat Customer Data as confidential. We will use Customer Data only for the purposes of the Service and as expressly set out in this Agreement. We do not sell Customer Data, and we will not disclose Customer Data to any third party except as permitted by this clause 9.3 or as required by law.

(b) We may anonymise Customer Data, including Employee Data, according to EU GDPR, and include it in our aggregated benchmark data set, which we use to provide analysis and benchmarking to our customers and to the public on behaviours and trends across aggregated groupings such as geography, industry, job family, and workforce demographics. This applies regardless of which Product(s) you subscribe to, and includes Customer Data submitted under JA, EU PTD, and Benchmarking.

(c) Before any Customer Data is included in that data set, we will remove all direct identifiers and anonymise it. We will not attempt to re-identify anonymised data, and will not permit any third party to do so. No aggregated output will identify you as a source of the underlying data, and neither Customer Data nor any data attributable to you will be made available to any third party in identifiable or customer-attributable form.

(d) All intellectual property rights in the anonymised data, and in the benchmarks and other outputs produced from it, belong to Compensation IQ. Because anonymised data is not Personal Data under Data Protection Laws, it is not subject to those laws, and it is not subject to return, deletion, or destruction on expiry or termination of this Agreement.

(e) Further detail on how we handle, secure, and retain data is set out in our Privacy Policy, Information Security Policy, and Data Retention Policy, each available to you on request.

10. Confidentiality

Each party shall keep confidential the other’s non-public business, technical, and financial information disclosed under this Agreement, and shall use it only to perform its obligations under this Agreement, except where disclosure is required by law.

11. Warranties and Disclaimer

11.1 We have developed the Service using reasonable skill and care based on our experience in compensation data and analytics. We do not guarantee that the Service or any Outputs are complete, accurate, or optimal for your specific circumstances, and we give no warranty other than as expressly set out in this Agreement.

11.2 Outputs are provided to support, not replace, your own judgment and professional advice. Nothing in the Service constitutes legal, tax, or regulatory advice.

11.3 You may integrate the Service with third-party suppliers (for example, HRIS systems). Such third-party services are governed by their own terms, and we are not responsible for their performance.

11.4 We maintain professional indemnity insurance appropriate to the nature of the Service, details of which are available on request.

11.5 Features made available on a beta, early-access, or preview basis are provided “as is” without warranty of any kind, carry no service level or support commitment, and may be changed or withdrawn at any time without notice.

12. Indemnification

12.1 You shall indemnify and hold us harmless against any claims, liabilities, losses, and reasonable expenses (including legal fees) arising from a third-party claim that: (a) Customer Data, or your provision of it to us, infringes the rights of, or has caused loss to, any third party; (b) you or your Users have used the Service in breach of clause 6 (Acceptable Use) or applicable law; or (c) you have breached your obligations as Data Controller under the DPA.

12.2 We shall indemnify and hold you harmless against any claims, liabilities, losses, and reasonable expenses (including legal fees) arising from a third-party claim that your use of the Service, in accordance with this Agreement, infringes that third party’s intellectual property rights, subject to clauses 12.3 and 13. Our exercise of any option in clause 7.5 does not limit this indemnity.

12.3 The indemnified party shall promptly notify the indemnifying party of any claim, allow the indemnifying party to control its defence and settlement, and provide reasonable cooperation, in each case at the indemnifying party’s expense.

13. Limitation of Liability

13.1 OUR MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED AS FOLLOWS: (A) FOR CLAIMS ARISING FROM BREACH OF CLAUSE 9 (DATA PROTECTION), CLAUSE 10 (CONFIDENTIALITY), OR THE DPA, TO ONE (1) TIMES THE ANNUAL FEES FOR THE AFFECTED PRODUCT(S), IN AGGREGATE OVER THE LIFE OF THIS AGREEMENT; AND (B) FOR ALL OTHER CLAIMS, TO THE FEES PAID BY YOU FOR THE AFFECTED PRODUCT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE A CLAIM FALLS WITHIN 13.1(A), THE LIMIT IN 13.1(A) APPLIES IN PLACE OF, AND NOT IN ADDITION TO, THE LIMIT IN 13.1(B). THE LIMITS IN THIS CLAUSE 13.1 ARE SUBJECT TO CLAUSE 13.2, AND DO NOT EXTEND TO ANY FINE OR PENALTY IMPOSED ON YOU AS DATA CONTROLLER.

13.2 NEITHER PARTY IS LIABLE FOR INDIRECT OR CONSEQUENTIAL LOSSES, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, OR DATA.

13.3 Nothing in this Agreement excludes or limits either party’s liability for fraud, for death or personal injury caused by negligence, or for any other liability which cannot lawfully be excluded or limited.

14. Term, Suspension, and Termination

14.1 If you breach this Agreement, including by failing to pay any amount due, we may, in our discretion, terminate this Agreement, or suspend the Service for a period determined by us. Where the breach is capable of remedy, we will first give you written notice of the breach and thirty (30) days in which to remedy it, save that this does not restrict our rights of suspension under clause 14.2.

14.2 Without limiting clause 14.1, we may suspend your (or any User’s) access to all or part of the Service, without liability, where: (a) we reasonably believe your use poses a security risk to the Service or to other customers; (b) you are in breach of clause 6 (Acceptable Use); (c) required to do so by law or a competent authority; or (d) your payment is overdue. We will notify you before suspending access, or promptly afterwards where prior notice is not practicable.

14.3 On expiry or termination of your subscription to a Product, your access to that Product ends. Where you cancel or your subscription to a paid Product terminates, you shall not be entitled to continued access to that Product on a free-tier basis as a result, save as expressly agreed in your Order Form.

14.4 Clauses which by their nature are intended to survive termination (including Intellectual Property, Feedback, Confidentiality, Indemnification, Limitation of Liability, and Data Protection), clause 20.1, and clauses 14.5 to 14.7, shall survive.

14.5 You may terminate this Agreement, or your subscription to an affected Product, on written notice if we are in material breach of this Agreement and have failed to remedy that breach within thirty (30) days of your written notice specifying it. On termination under this clause 14.5 we will refund any prepaid fees covering the period after the effective date of termination, calculated on a pro rata basis.

14.6 For thirty (30) days following expiry or termination, we will, on your written request, make Customer Data and any Outputs you are licensed to use available for export in a commonly used machine-readable format. Your rights to use Outputs after termination are as set out in clause 20 and your Order Form. This export will exclude third-party data available within the Platform.

14.7 Following the export period in clause 14.6, we will delete Customer Data in accordance with the DPA and our data retention policy, and will confirm deletion in writing on your written request. This clause 14.7 does not require deletion of data anonymised in accordance with clause 9.3, which is no longer Personal Data, or of data we are required to retain by law.

15. Marketing and Publicity

15.1 Notwithstanding our confidentiality obligations, we may refer to you in sales presentations and discussions with prospective customers, and display your name on our website and other materials as part of a customer list, without requiring your consent.

15.2 Use of your logo, and any additional marketing rights, are subject to any negotiated restriction recorded in your Order Form.

16. Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including labour disputes, war, fire, accident, adverse weather, failure of telecommunications or internet infrastructure, governmental act, or pandemic (a “Force Majeure Event”). The affected party shall notify the other as soon as reasonably practicable and use reasonable efforts to mitigate the effect of the Force Majeure Event.

17. Amendments

We may revise these Terms to reflect changes to the Service or the law, or for other reasons. We will notify current customers by email of any material change. Where you do not agree to a material change, you may continue under the version of these Terms in effect at the start of your current Term, but any renewal after notice of the change constitutes acceptance of the amended Terms for the renewed Term. The right to continue under an earlier version does not apply to an amendment that is required by law or regulation, reasonably necessary for the security or integrity of the Service, or required by the terms on which our third-party data providers make data available to us, each of which takes effect on notice to you. Substantive revisions to these Terms are versioned.

18. General

18.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the Service and supersedes all prior discussions regarding its subject matter. The Contracts (Rights of Third Parties) Act 1999 does not apply to this Agreement.

18.2 Assignment. Neither party may assign this Agreement without the other’s consent, except to an Affiliate, or to a successor in a merger, acquisition, or sale of substantially all assets, provided that the assignee is not a competitor of the other party, the assignee agrees in writing to be bound by this Agreement, and the assigning party gives written notice within thirty (30) days. “Affiliate” means any entity that controls, is controlled by, or is under common control with a party. Where you assign this Agreement, your subscription remains sized to the Users and headcount band stated in your Order Form, and any additional Users or headcount are chargeable at our then-current rates.

18.3 Waiver. No failure or delay by either party in exercising any right under this Agreement operates as a waiver of that right, nor does any single or partial exercise of a right preclude any other or further exercise of it.

18.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

18.5 Notices. Notices under this Agreement must be in writing and sent to the contact details specified in the Order Form.

18.6 Governing Law. This Agreement is governed by the laws of England and Wales, and any dispute is subject to the exclusive jurisdiction of the courts of England.

19. Service Description

The description of the Service - including support, system requirements, language, and how we handle feature changes and add-on services - is set out in Annex 1 (Service Description), which forms part of this Agreement.

20. The Products

This clause describes the three Products and the specific terms that apply to each. All other terms in this Agreement apply to every Product. Only the Product(s) specified in your Order Form are provided to you.

20.1 Job Architecture & Levels (JA). JA provides job architecture and levelling tools, including HRIS integration or CSV upload, automated level assignment against Compensation IQ’s job family taxonomy, and other features required to complete Job Evaluation.

Notwithstanding clause 7.4, the levels and grades assigned to your roles (“JA Outputs”) form part of your Customer Data, and you own all right, title, and interest in them in accordance with clause 7.2. Your ownership of JA Outputs continues after expiry or termination of this Agreement.

Compensation IQ owns all right, title, and interest in our job family taxonomy, our level and grade definitions, descriptors, and frameworks, our levelling methodology and algorithms, and any report, analysis, or other output generated by JA that embodies or is derived from them (“JA Materials”). JA Materials do not form part of Customer Data, and our ownership of JA Materials is not affected by expiry or termination of this Agreement. Your ownership of JA Outputs does not transfer, licence, or exhaust any of our rights in JA Materials, and does not entitle you to use JA Outputs to reconstruct, replicate, or derive our job family taxonomy, level or grade definitions, descriptors, frameworks, methodology, or algorithms, to assign or reassign levels or grades after expiry or termination, to operate a standalone job architecture framework, or to develop a competing product or service.

You are granted a non-exclusive, non-transferable licence to use JA Materials for your own internal business purposes during the term of this Agreement only. You may not sell, resell, sublicense, or otherwise make JA Materials available to any third party for commercial gain.

Nothing in this clause 20.1 limits our rights under clauses 7.4 and 9.3, including in respect of JA Outputs that have been irreversibly anonymised and aggregated in accordance with clause 9.3.

20.2 Salary Benchmarking. Benchmarking provides access to market salary data, a salary range generator, pay analytics and reporting, and multi-user access, drawing on Compensation IQ’s aggregated and anonymised market data sourced from third-party compensation data, job postings, self-reported data, and HRIS integrations.

The pay bands you set, and the percentile positioning and compa-ratio calculations relating to your own employees, form part of your Customer Data and you own them in accordance with clause 7.2. Your ownership of them continues after expiry or termination of this Agreement.

Compensation IQ owns all intellectual property rights in the analytics, salary ranges, and reports generated by Benchmarking (“Benchmarking Results”), and in the underlying market data and comparator datasets on which they draw. You may use Benchmarking Results for any purpose, including providing them to third parties and making them public, except that you may not sell or resell Benchmarking Results, or otherwise engage in business activities aimed at generating revenue from them. This does not restrict you from using Benchmarking Results to demonstrate the preparedness or effectiveness of your own business. Where you make Benchmarking Results public, you may not identify any third-party data source from which the underlying market data is derived, or represent that any such source has verified or endorsed the Benchmarking Results. The underlying market data and comparator datasets are not licensed for export, redistribution, or publication.

In addition to the right described in clause 9.3, Compensation IQ combines anonymised and aggregated Customer Data with other third-party market data to build and maintain the Compensation IQ Benchmarking database made available to Compensation IQ’s customers.

20.3 EU Pay Transparency (EU PTD). EU PTD provides gender pay gap analysis, scenario modelling, and reporting tooling, and multi-country support, to assist you with your own compliance obligations under Directive (EU) 2023/970 and applicable national implementing legislation (together, the “Directive”). You own the specific reports and disclosures generated for your organisation by EU PTD (“EU PTD Reports”), for use in meeting your obligations under the Directive and for your own internal purposes; Compensation IQ retains all right, title, and interest in the underlying categorisation engine, methodology, and technology used to generate them. EU PTD Reports are generated from Employee Data including gender and compensation data, and you confirm you have an appropriate legal basis to provide such Employee Data to Compensation IQ, as further addressed in the DPA. Outputs under EU PTD are provided for informational and operational purposes to support your own compliance programme; they do not constitute legal advice and are not a substitute for advice from a qualified professional. You remain solely responsible for determining your obligations under the Directive and for the accuracy and completeness of any reports, disclosures, or responses to employee requests submitted to a regulator, works council, employee, or other third party, whether or not generated using the Service.

Updated: 1 August 2026