Humentra — Terms and Conditions

2. Definitions

3. Licence and Accounts

Subject to these Terms and payment of fees, Humentra grants the Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term to let Authorised Users access the Platform modules listed in the Order Form for the Customer's internal business purposes.

The Customer is responsible for its Authorised Users, for keeping credentials confidential, for configuring roles and permissions, and for notifying us promptly of any unauthorized access.

4. Acceptable Use

The Customer and its Authorised Users must not:

5. Customer Data

The Customer owns its Customer Data. It grants Humentra a limited licence to host, process and display Customer Data only to provide, secure and support the Platform, as set out in the DPA and our Privacy Policy.

The Customer is the controller of personal data in Customer Data. It is responsible for having a lawful basis, giving required notices to candidates and employees, obtaining any consents, and completing any required impact or bias assessments.

Humentra may use aggregated, de-identified usage data to operate and improve the Platform.

6. AI Features and AI Output

AI Output is generated by probabilistic models and may be inaccurate, incomplete or biased. It is decision support, not a decision.

The Customer is responsible for reviewing AI Output before acting on it and for keeping a human accountable for significant people decisions.

The Customer decides which AI features are enabled and where human review is required.

As between the parties, the Customer owns AI Output generated from its Customer Data, to the extent law allows.

Humentra does not guarantee that AI Output meets any legal standard, but will provide reasonable documentation about how AI features work to support the Customer's compliance.

7. Third-Party Integrations

The Platform connects with third-party services such as Workday, SAP SuccessFactors, Oracle HCM, Microsoft 365, Teams, Azure, Dynamics 365 and LinkedIn. Those services are governed by their providers’ own terms. Humentra is not responsible for their availability, changes or data handling. By enabling an integration, the Customer authorises data exchange between the Platform and that service.

8. Fees and Payment

The Customer pays the fees in the Order Form. Unless stated otherwise, fees are invoiced annually in advance in USD, non-refundable, and exclusive of VAT and other taxes, which the Customer pays.

9. Term and Termination

The subscription runs for the term in the Order Form and renews automatically for the same period unless either party gives 60 days' notice before renewal.

Either party may terminate for material breach not cured within 30 days of written notice, or immediately if the other party becomes insolvent. On termination, access ends, unpaid fees become due, and the data export and deletion terms in section 5 apply. Sections that by their nature should survive, including fees owed, confidentiality, intellectual property, liability and governing law, survive termination.

10. Intellectual Property

Humentra and its licensors own the Platform, Website, software, models, documentation, trademarks and all improvements. No rights are granted except as stated in these Terms. If the Customer gives feedback, Humentra may use it freely without obligation.

11. Confidentiality

Each party will protect the other's non-public business, technical and financial information with at least reasonable care, use it only to perform these Terms, and share it only with personnel and advisers who need to know and are bound by similar duties. This does not cover information that is public, already known, independently developed or lawfully received from a third party. Disclosure required by law is allowed with prompt notice where lawful.

12. Service Levels and Warranties

Humentra will provide the Platform with reasonable skill and care, maintain appropriate security measures, and meet the availability and support levels in the Service Level Agreement, if any. Each party warrants it has authority to enter into these Terms.

Except as expressly stated, the Platform, Website and AI Output are provided "as is" and "as available". To the extent law allows, Humentra disclaims all other warranties, including merchantability, fitness for a particular purpose, non-infringement, and that the service will be error-free or uninterrupted, or that AI Output will be accurate.

13. Limitation of Liability

To the extent law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, however caused. Each party’s total liability under these Terms is limited to the fees paid or payable by the Customer in the 12 months before the claim.

These limits do not apply to the Customer's payment obligations, breach of section 4 (Acceptable use), either party's indemnity obligations, or liability that cannot be limited by law, such as for fraud, gross negligence or wilful misconduct.

14. Indemnities

Humentra will defend the Customer against third-party claims that the Platform, as provided, infringes their intellectual property rights, and pay resulting damages and costs finally awarded. We may modify the Platform, obtain a licence, or terminate and refund prepaid unused fees. This does not apply to claims caused by Customer Data, third-party services, or unauthorised changes or combinations.

The Customer will defend Humentra against third-party claims arising from Customer Data, the Customer's employment or people decisions, or its breach of law or section 4.

The indemnified party must give prompt notice, reasonable cooperation, and control of the defence to the indemnifying party.

15. Governing Law and Disputes

These Terms are governed by the laws of the jurisdiction set out in the Order Form. The parties will first try to resolve disputes in good faith for 30 days. Unresolved disputes go to the exclusive jurisdiction of the courts, or the arbitration forum, named in the Order Form.

16. General