Terms and Conditions

1.1 These terms govern your access to and use of the Emerald Expansion Modeller (the "tool"). By creating an account, ticking the agreement box or using the tool, you agree to these terms. If you do not agree, do not use the tool.

1.2 If you accept these terms on behalf of a company or other organisation, you confirm that you have authority to bind it. In that case "you" means that organisation together with each individual it allows to use the tool, and the organisation is responsible for their compliance with these terms.

1.3 The tool is intended for business use only. It is not offered to consumers or to anyone under the age of 18, and by using it you confirm that you are acting for the purposes of your trade, business or profession.

2.1 The tool is provided by Emerald Technology Recruitment Limited, a company registered in England and Wales under company number 3978684, whose registered office is at Somerset House, 37 Temple Street, Birmingham, B2 5DP, United Kingdom ("Emerald", "we", "us", "our").

2.2 Emerald is an international recruitment and Employer of Record ("EOR") business. We help companies expand internationally in two main ways:

(a) Recruitment: we help clients identify, attract and hire talent in the countries where they want to grow, across a range of roles, seniority levels and market verticals.

(b) Employer of Record: where a client does not have its own legal entity in a country, we (or a member of our group or a vetted in-country partner) can act as the legal employer of the client's workers there. In that role we issue locally compliant employment contracts and run payroll. We also handle statutory benefits, tax and social security withholding, and local employment compliance. The client directs the workers' day-to-day work.

2.3 We built the tool to help businesses understand the options for expanding into a new country. That includes the likely cost and timeline of setting up and running their own entity, the cost of building a local team, and how that compares with hiring through an Emerald. Because we provide recruitment and EOR services, we have a commercial interest in the decisions you make. Clause 7 explains what this means for you.

2.4 Any recruitment, EOR or other services we provide are supplied only under a separate written agreement between you and the relevant Emerald entity. Those services may be delivered by Emerald, another member of our group or an in-country partner, as set out in that agreement.

2.5 You can contact us about the tool or these terms at marketing@emerald-technology.com, and about data protection at dataprotection@emerald-technology.com. Our postal address is our registered office above.

3.1 In these terms:

(a) "Authorised User" means an individual you invite to, or allow to use, your account or a Shared Link;

(b) "Outputs" means the projections, estimates, comparisons, charts, reports and other results the tool produces, including any export or Shared Link;

(c) "Reference Data" means the salary benchmarks, employer on-costs, EOR fees, entity setup and running costs, currency rates and other indicative data that we supply within the tool;

(d) "Shared Link" means any link, invitation or export feature that allows someone other than you to view your plans or Outputs;

(e) "Your Content" means the figures, assumptions, plans and other information you enter into the tool.

4.1 The tool is a planning and modelling aid for business users. It takes the assumptions you enter, combines them with Reference Data, and produces illustrative projections for international expansion. These may include:

(a) the estimated cost and timeline of setting up and running your own entity;

(b) the time it may take to break even;

(c) estimated team, salary and employment costs;

(d) a comparison with using an EOR.

4.2 The tool is provided "as is" and "as available", free of charge unless we agree otherwise in writing. Access is offered at our discretion, and we may decline or withdraw registration at any time, including for competitors of Emerald.

4.3 Nothing in the tool or its Outputs is an offer, quotation, proposal or price commitment for any Emerald service. If you engage Emerald for any service, the terms of that separate agreement will apply. They take priority over anything shown in the tool, and no Output forms part of that agreement unless it expressly says so.

4.4 Using the tool does not introduce any candidate to you and does not create an employment agency, employment business or recruitment relationship between you and Emerald. No introduction, placement or other fees are payable because of your use of the tool.

4.5 Your relationship with us in relation to the tool is governed only by these terms and our Privacy Policy.

5.1 You must give accurate and complete registration details, use a work email address, keep your password confidential and not share your login. You must keep your details up to date.

5.2 You are responsible for all activity under your account. Tell us promptly at <marketing@emerald-technology.com> if you believe your account has been misused or compromised.

5.3 Where you invite Authorised Users or create Shared Links, you are responsible for:

(a) who you give access to;

(b) the information you disclose through that access;

(c) ensuring those people comply with these terms.

5.4 Use of your business contact information. When you register and use the tool, we collect business contact information about you and your organisation. This includes your name, job title, work email address, telephone number (if provided) and company name. We may use it, together with the markets, roles and scenarios you model in the tool, to:

(a) contact you, including through our sales and account management teams, by email, telephone or professional networking channels, to follow up on your expansion project and understand your plans;

(b) propose Emerald's recruitment, EOR and related services that may help with your business expansion, including preparing for that conversation by reviewing the plans you have created;

(c) send you relevant updates about the tool, market insights and events connected with international expansion.

5.5 We do this on the basis of our legitimate interests in developing business relationships with the organisations that use the tool, and in line with our Privacy Policy and applicable electronic marketing rules. You can ask us to stop contacting you for these purposes at any time by using the unsubscribe link in our emails or by emailing <marketing@emerald-technology.com>. Opting out will not affect your access to the tool.

6.1 Everything the tool produces is an estimate and a projection built from the figures you enter plus Reference Data. It is not financial, tax, accounting, legal, employment, immigration, recruitment or investment advice. No outcome, cost, revenue, break-even point, payback, runway or saving is guaranteed or represented as achievable. Actual results will differ, often materially. You must take your own qualified professional advice before acting on anything shown in the tool, and you remain solely responsible for every decision you make.

6.2 Forward-looking projections. Projections of revenue, break-even, payback, runway, churn, expansion, ramp time and sales cycles are forward-looking by nature. They depend on commercial assumptions you control and on market, economic, regulatory and currency conditions that no one can predict. They are illustrations of possible scenarios, not forecasts of what will happen.

6.3 Law and regulation. Employment, tax, social security, immigration and corporate law differ between countries and change often. The tool does not assess, and Outputs must not be relied on to determine, any of the following:

(a) whether it is lawful or appropriate for you to hire, operate or trade in a particular country;

(b) whether your activities would create a permanent establishment or other tax presence;

(c) how any worker should be classified;

(d) which licences, registrations or local requirements apply to you.

6.4 Not for third-party reliance. Outputs are prepared for your internal planning only. They are not prepared for, and must not be relied on by, investors, lenders, acquirers, auditors, employees, candidates or anyone else. Clause 12 sets out the rules for sharing Outputs.

7.1 Emerald provides EOR and recruitment services, so we have a commercial interest in whether you choose an EOR, and in which provider you use. The comparison between setting up your own entity and using an EOR is a modelling aid. It is not independent or impartial advice and it is not a recommendation that either option is right for you.

7.2 An EOR arrangement is not suitable, available or lawful in every situation. Depending on the country, some or all of the following may apply:

(a) EOR or labour-leasing arrangements may be restricted, time-limited or subject to licensing;

(b) EOR arrangements may give rise to permanent establishment, co-employment or worker misclassification risk;

(c) your own entity may be preferable or legally required, depending on your headcount, the length of the engagement, the activities your workers perform (for example selling, signing contracts locally or regulated work) and your longer-term plans.

7.3 EOR fees shown in the tool are indicative market reference points. They are not Emerald's final quotation. Where the tool refers to other providers or third-party pricing, that information is indicative, reflects a point in time and may not be current or complete. Third-party names and trade marks belong to their owners and are used for identification only.

8.1 The following Reference Data shown or suggested in the tool are indicative reference points only:

(a) salary benchmarks and employer on-costs;

(b) EOR fees and entity setup and running costs;

(c) currency rates and commission levels;

(d) expansion and upgrade values and churn rates;

(e) ramp times and sales cycles.

8.2 None of these are quotes, offers, price commitments or predictions. Salaries and employment costs vary significantly between countries and within them, and by role, seniority, market vertical, company stage, candidate experience, timing, benefits, statutory requirements and local market conditions. They also change over time. We give no warranty that any figure reflects the current market or the cost you will actually incur, and nothing in the tool is a quotation for Emerald's services.

8.3 You should obtain your own current salary and compensation benchmarking for your roles, countries and vertical, and your own cost quotations, before committing to any hire, budget, funding decision or expansion plan.

8.4 Costs not included. Unless the tool expressly shows an estimate for a particular item, Outputs do not include:

(a) notice, severance, redundancy, termination or other offboarding costs;

(b) immigration, visa, work permit and relocation costs;

(c) bonuses, equity, commissions and incentives beyond the figures you enter;

(d) supplemental or market-standard benefits beyond statutory minimums;

(e) corporate income tax, VAT or GST, withholding taxes and transfer pricing;

(f) any permanent establishment exposure;

(g) local director, company secretary, registered office, banking, audit, accounting and statutory filing costs;

(h) insurance, premises, equipment and IT costs;

(i) professional adviser fees;

(j) penalties, fines, disputes and litigation;

(k) currency hedging;

(l) the cost of closing or winding up an entity.

9.1 By using the tool you confirm that:

(a) you are using it for business purposes;

(b) you are not relying on any figure in it as advice or as a representation of actual cost or outcome;

(c) you will verify all assumptions independently;

(d) you have had the opportunity to take advice on these terms.

9.2 Ticking the agreement box when you create an account records that acknowledgement, together with the date and the version of these terms you accepted.

10.1 You may use the tool for your own internal business planning only. You must not:

(a) scrape, crawl, bulk export, systematically extract or automate access to any part of the tool or its data;

(b) reverse engineer, decompile or attempt to derive the underlying models, formulas or datasets;

(c) resell, sublicense, republish, redistribute or commercialise the tool or its Outputs as a product or service;

(d) share your login or allow access by anyone outside your organisation, other than through Shared Links in line with clause 12;

(e) use the tool or its data to build or improve a competing product or service;

(f) attempt to access other customers' accounts or plans, bypass security, or place unreasonable load on the service;

(g) use the tool unlawfully, or in a way that infringes the rights of others;

(h) upload viruses, malicious code or any content that is unlawful, defamatory or infringing;

(i) enter personal data in breach of clause 11.2;

(j) use the tool or its Outputs to set pay or make hiring decisions in a way that breaches equal pay, anti-discrimination or other employment laws;

(k) use the tool in breach of clause 18 (sanctions and export controls).

10.2 We may suspend or terminate access immediately where we reasonably believe these rules have been breached.

11.1 Your Content remains yours. You grant us a non-exclusive, royalty-free licence to host, store, process, copy and display Your Content as needed to provide and support the tool, and for the purposes described in clauses 5.4 and 11.4.

11.2 Do not enter identifiable personal data. The tool is designed to model roles, not named individuals. You must not enter personal data about identifiable candidates, employees or other individuals into the tool (other than your own and your Authorised Users' account details). Use role titles or placeholders instead. You must never enter special category data, such as health, ethnicity, religion or trade union membership. If you enter personal data despite this clause:

(a)you are responsible for having a lawful basis and giving any required notices;

(b)we may delete that data.

11.3 We process the personal data of account holders and Authorised Users as a controller, as described in our [Privacy Policy](https://expansionmodeller.com/privacy).

11.4 Aggregated data. We may create anonymised and aggregated data from Your Content and from use of the tool. We may use it to operate and improve the tool, our Reference Data and our services, and to produce market insights. Aggregated data will not identify you, your organisation or any individual, and we own it.

11.5 Security and retention. We take reasonable technical and organisational measures to protect Your Content, but no online service is completely secure. You should keep your own copies of any plans or Outputs that matter to you. We keep your plans while your account is active. We may delete inactive accounts and their content after 5 years of inactivity, after giving you notice by email. When your account closes, we will delete or anonymise Your Content, except where we need to keep it by law.

12.1 Subject to these terms, you may use, download and copy Outputs for your own internal business planning, including in internal management or board papers.

12.2 If you share Outputs with anyone, whether through a Shared Link, an export or otherwise:

(a) you are responsible for doing so;

(b) you must keep the disclaimers and notices attached to them;

(c) you must not present them as Emerald's advice, opinion, quotation or verified figures;

(d) you must make clear that they are illustrative estimates.

12.3 You must not include Outputs in fundraising, investor, lender, acquisition or other external materials without first verifying the figures independently and clearly stating that they are illustrative estimates. Emerald owes no duty of care to, and accepts no responsibility towards, anyone other than you who sees or relies on Outputs.

13.1 The Reference Data, including the salary benchmark data in the tool, is Emerald's proprietary data or that of our licensors. It is licensed to you for use inside the tool and within Outputs used in line with clause 12 only.

13.2 Extracting, copying, storing, republishing, redistributing or reselling the Reference Data, in whole or in part, other than as permitted by clause 12, is prohibited.

13.3 The tool, its design, content, software and underlying models, and all related intellectual property rights, remain the property of Emerald or our licensors. No rights are granted except as expressly set out in these terms.

13.4 Feedback. If you give us suggestions or feedback about the tool, we may use them freely without any obligation or payment to you.

14.1 The tool relies on third-party hosting, authentication, database, email and other providers. Their services are subject to their own terms, and we are not liable for their acts or omissions beyond what the law requires.

14.2 The tool may contain links to third-party websites or resources. We do not control them and are not responsible for their content, availability or practices.

14.3 We do not guarantee that the tool will be free from bugs or viruses. You are responsible for configuring your own IT and using your own virus protection.

15.1 Nothing in these terms excludes or limits our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be excluded or limited by law.

15.2 Subject to clause 15.1, we are not liable to you for any of the following, whether the claim arises in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, and whether or not it was foreseeable:

(a) any decision taken, action not taken, cost incurred, hire made, budget set, funding raised or loss suffered in reliance on the tool or its Outputs, including any difference between modelled figures and actual salaries, employment costs, fees, revenue, churn, expansion or timelines;

(b) loss of profit, revenue, savings, funding, business, opportunity or goodwill;

(c) loss or corruption of data;

(d) wasted expenditure or business interruption;

(e) any indirect or consequential loss.

15.3 Subject to clause 15.1, our total aggregate liability to you arising under or in connection with these terms or the tool, however arising, is limited to the greater of the fees you paid us for access to the tool in the twelve months before the event giving rise to the claim. This cap applies in addition to, and whether or not, any exclusion in clause 15.2 is effective.

15.4 The tool is provided without warranties, conditions or representations of any kind, express or implied, so far as the law allows. This includes any as to accuracy, completeness, currency, fitness for a particular purpose, satisfactory quality or uninterrupted or error-free availability.

15.5 You agree that these limitations are reasonable because:

(a) the tool is provided free of charge or at low cost;

(b) Outputs depend largely on assumptions you supply;

(c) you are a business able to obtain your own professional advice and insurance.

15.6 Any claim against us must be notified in writing within 30 days after you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. Otherwise it will be treated as waived.

15.7 Each exclusion and limitation in this clause 15 is separate, and each continues to apply even if another is held unenforceable.

16.1 You will indemnify Emerald, our group companies and our and their officers and employees against all losses, liabilities, claims, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:

(a) your breach of these terms, including clause 10;

(b) Your Content, including any personal data you enter in breach of clause 11.2 and any claim that Your Content infringes a third party's rights;

(c) any sharing of Outputs by you or your Authorised Users, and any reliance on them by a third party;

(d) the business, hiring and expansion decisions you make.

16.2 We will notify you promptly of any claim covered by this clause and give you reasonable cooperation in its defence at your expense.

17.1 Each of us will keep the other's non-public information confidential. We will each use it only in connection with the tool and as permitted by these terms. This includes our use of your information under clauses 5.4 and 11.4.

17.2 This obligation does not apply to information that:

(a) is or becomes public other than through a breach of these terms;

(b) the recipient already lawfully held;

(c) the recipient developed independently.

17.3 Either of us may disclose confidential information where required by law or a regulator. We may also disclose it to our group companies, professional advisers and service providers who need to know it and are bound by confidentiality obligations.

18.1 You confirm that neither you nor any person owning or controlling you is the subject of sanctions imposed by the United Kingdom, the European Union, the United States or the United Nations.

18.2 You will not use the tool for any purpose, or in relation to any country or person, in breach of applicable sanctions or export control laws.

19.1 We may change, improve, suspend or withdraw the tool or any feature at any time. We may also update Reference Data, including benchmarks, at any time without notice, which may change the Outputs of plans you have already built.

19.2 We do not guarantee that the tool will be available at any particular time. We may suspend access for maintenance, security or operational reasons.

19.3 Where the tool includes features marked as beta or preview, or features that use artificial intelligence to generate content, those features are experimental. They may produce inaccurate, incomplete or inconsistent results and are subject to clauses 6, 8 and 15 in full. You must review any such content before relying on it.[]{.mark}

20.1 We may change these terms from time to time. Where a change is material, we will give you reasonable notice by email or within the tool before it takes effect. Continued use after the change takes effect means you accept the revised terms. If you do not agree, you must stop using the tool.

20.2 Each version of these terms is dated and numbered, and we keep a record of the version you accepted.

21.1 You may stop using the tool and ask us to close your account at any time.

21.2 We may suspend or end your access immediately where you breach these terms, where required by law, where we suspect fraud or misuse, or where we withdraw the tool.

21.3 On termination your right to use the tool ends. Your Content will be handled in line with clause 11.5, and you may request an export of your plans before closure where the tool supports this.

21.4 The following clauses continue to apply after termination: 6 to 9, 11.4, 12, 13, 15, 16, 17, 24 and 25, and any other clause that by its nature is intended to survive.

22.1 We are not responsible for any failure or delay in providing the tool caused by events outside our reasonable control. These include failures of internet, hosting or other third-party services, cyber-attacks, power failures, industrial action, pandemics, war, terrorism, government action and natural disasters.

23.1 We may give you notices by email to the address registered to your account or through the tool. You may give us notices by email to <marketing@emerald-technology.com> or by post to our registered office.

23.2 An email notice is treated as received at the time of sending, unless the sender receives a delivery failure message.

24.1 Nothing in these terms creates a partnership, joint venture, agency or employment relationship between you and us.

24.2 You may not transfer your rights or obligations under these terms without our written consent. We may transfer our rights and obligations to a member of our group or to a buyer of all or part of our business.

24.3 A person who is not a party to these terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them.

24.4 If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of these terms will continue to apply.

24.5 These terms, together with the Privacy Policy, form the entire agreement between us about the tool. You confirm that you have not relied on any statement, representation or promise that is not set out in them, although this does not limit liability for fraud. If you enter into a separate services agreement with Emerald, that agreement takes priority over these terms for the services it covers.

25.1 These terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes) are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

25.2 Before starting court proceedings, each of us will try in good faith to resolve any dispute by discussion for at least 30 days after written notice of it. This does not prevent either of us from seeking urgent injunctive relief.