Enterprise Terms of Use

1. Scope and Acceptance

These Enterprise Terms of Use (“Terms”) govern the purchase, access and use of the Humanics platform, related software, assessments, content, implementation, configuration, training, facilitation, advisory and other services provided by THE AGENTIC OS LLP, operating under the brand theAgenticOS.ai (“Vendor”, “we”, “us” or “our”).

These Terms form a binding agreement between Vendor and the legal entity identified as the customer in an Order Form (“Customer”). They also apply to each employee, contractor or other individual whom Customer authorises to access or use the Services (each, an “Authorised User”). Customer is responsible for its Authorised Users and for ensuring that they comply with these Terms.

Customer accepts these Terms by signing or electronically accepting an Order Form that references them, or by accessing or using the Services after receiving notice of these Terms. An individual accepting an Order Form on Customer’s behalf represents that they have authority to bind Customer.

2. Definitions

3. Order Forms and Priority

Each Order Form is a separate commitment to purchase the Services stated in it. No Order Form is binding unless accepted by both parties through signature, electronic acceptance, purchase order acceptance or another method expressly agreed in writing.

In the event of a conflict, the following order of priority applies: (a) a signed amendment that expressly overrides another document; (b) a signed data processing agreement, but only for data protection matters; (c) the applicable Order Form; (d) these Enterprise Terms of Use; and (e) the Documentation. A Customer purchase order is administrative only and does not add or modify terms unless Vendor expressly agrees in writing.

4. Services

4.1 Platform Services

Subject to payment of the applicable fees and compliance with these Terms, Vendor grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the applicable subscription term to permit its Authorised Users to access and use the Humanics platform for Customer’s internal business purposes and within the user, location, function, volume, environment and other limits stated in the Order Form.

4.2 Professional Services

Vendor will perform the Professional Services described in the applicable Order Form with reasonable skill and care. Dates and milestones depend on Customer meeting the stated assumptions and dependencies. Unless the Order Form states otherwise, deliverables are deemed accepted five (5) business days after delivery unless Customer provides written notice identifying a material non-conformity.

4.3 Programme Features

Depending on the Order Form, the Services may include capability baselining, scenario-based assessment, four-dimension scoring, individual profiles, readiness dashboards, Build Day facilitation, direct participant cadence messages, savings logs, certification, genome gap mapping, career reports, leadership reporting, Show and Tell sessions and succession or development shortlists.

4.4 Changes

Either party may request a change to scope, assumptions, dependencies, timeline, hosting model, user volumes or deliverables. A change is binding only when recorded in a written change order or revised Order Form. Vendor may make changes to improve security, reliability or functionality, provided they do not materially reduce the core functionality purchased during the then-current term.

5. Authorised Users

Customer will provide accurate account information and designate an administrative contact. Accounts are personal to the assigned Authorised User and may not be shared. Customer must promptly disable access for individuals who no longer require it and notify Vendor of any suspected unauthorised access.

Where the Order Form uses named-user licensing, users are tied to identified individuals. Customer may reassign or rotate named users only as permitted in the Order Form. Customer will not exceed licensed quantities and will provide reasonable usage information for verification.

Customer is responsible for devices, connectivity, browsers, identity systems, licences and other third-party products required to access or use the Services, unless otherwise stated in the applicable Order Form.

6. Acceptable Use and Restrictions

Customer and Authorised Users must use the Services lawfully, responsibly and in accordance with the Documentation. They must not:

• sell, resell, sublicense, rent, lease, distribute, white-label or provide the Services to a third party, unless expressly authorised in an Order Form;
• directly or indirectly copy, modify, translate, adapt, create derivative works from, reverse engineer, decompile, disassemble or attempt to discover source code, models, prompts, weights, scoring logic or underlying structure;
• circumvent user, usage, security or technical limits, probe or test vulnerabilities without written permission, or interfere with the integrity or performance of the Services;
• upload malware, unlawful content or data that Customer does not have the right to process, or use the Services to infringe, discriminate, harass, deceive or violate the rights of any person;
• use the Services or Outputs to develop, train or benchmark a competing product or service, publish comparative performance tests without Vendor’s prior written consent, or scrape or systematically extract content;
• use individual readiness scores or AI-generated Outputs as the sole basis for recruitment, promotion, termination, compensation, disciplinary or other decisions producing legal or similarly significant effects on an individual; or
• represent that a score, badge, certification, report or “EU AI Act ready” or “audit-ready” description is a legal certification, regulatory approval, psychometric diagnosis or guarantee of workplace performance.

Vendor may investigate suspected misuse and suspend affected access where reasonably necessary to protect the Services, Customer, Authorised Users or other third parties. Vendor will use reasonable efforts to give prior notice where practicable.

7. Customer Responsibilities

Customer will:

• select and nominate appropriate participants, programme owners and managers, and ensure that participants are informed of the nature and purpose of the programme;
• obtain all notices, consents, permissions and lawful bases required to provide Customer Data and permit Vendor to process it, including employee or participant data;
• review and approve assessment questions, use cases, cohorts, success criteria, process maps and other inputs where required as per the applicable Order Form;
• verify and human-review Outputs before using them, particularly where an Output may affect an individual, client, regulated activity or material business decision;
• ensure that Customer Data is accurate, relevant and limited to what is reasonably required, and not submit special category, sensitive personal, health, financial account, cardholder, authentication or other highly restricted data unless expressly agreed in the Order Form and data processing terms; and
• use the Services and Outputs in compliance with employment, labour, anti-discrimination, privacy, data protection, artificial intelligence and other applicable laws.

Customer remains responsible for its business, employment, promotion, performance management, governance, agent deployment and client-facing decisions, even if acting informed by an Output. Vendor does not act as Customer’s employer, HR decision-maker, auditor, regulator, legal adviser or fiduciary.

8. Intellectual Property and Ownership

8.1 Customer Data

As between the parties, Customer retains all rights in Customer Data. Customer grants Vendor and its approved subcontractors a non-exclusive right to host, copy, transmit, process, display and otherwise use Customer Data only as needed to provide, secure, support and maintain the Services for Customer, comply with law and exercise rights expressly granted under these Terms.

8.2 Customer-Specific Deliverables

Upon payment of all applicable fees, Customer may use reports, profiles, configured dashboards, workshop outputs and other deliverables specifically prepared for Customer for its internal business purposes. Vendor retains ownership of all methodologies, templates, frameworks, assessment libraries, scoring logic, software, models, prompts, know-how, generic content and pre-existing or independently developed materials embedded in or used to create those deliverables. To the extent Vendor materials are embedded in a deliverable, Vendor grants Customer a perpetual, non-exclusive, non-transferable licence to use them only as part of that deliverable for Customer’s internal purposes.

8.3 Anonymised and Aggregated Data

Vendor may create and use statistics, benchmarks and insights derived from Customer Data only where they have been aggregated or anonymised so that they do not identify Customer, an Authorised User or any other individual and are not reasonably capable of re-identification. Vendor may use such data for analytics, security, product improvement, benchmarking and research. Vendor will not sell Customer-identifiable data or use it to train a general-purpose model for third parties without Customer’s express written agreement.

8.4 Feedback

Customer may provide suggestions or feedback. Vendor may use feedback without restriction or obligation, provided it does not disclose Customer Confidential Information or identify Customer without permission.

9. Data Protection

9.1 Roles

For personal data processed to provide the Services, Customer acts as data fiduciary or controller and Vendor acts as data processor or processor, unless the Order Form or applicable law requires a different allocation. Vendor will maintain reasonable administrative, technical and organisational safeguards appropriate to the nature of Customer Data.

9.2 Customer-Hosted Deployment

Where the Humanics platform is deployed in Customer’s infrastructure or cloud environment, Customer is responsible for hosting, availability, identity and access management, network security, backups, data residency, configuration, monitoring, patching of Customer-controlled components and compliance of that environment. Vendor is responsible only for the software, configuration and support obligations expressly stated in the Order Form.

9.3 Vendor-Hosted Deployment

Where Vendor hosts the Services, Vendor will host them in the location and environment stated in the Order Form or otherwise agreed by the parties in writing. Vendor may use subprocessors to provide hosting, support, communications, analytics or AI functionality. Vendor will remain responsible for processing activities of such vendor appointed subprocessors.

9.4 Security Incidents

Vendor will notify Customer without undue delay after confirming a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to Customer personal data processed by Vendor.

10. Third-Party Services

The Services may interoperate with third-party products, including Microsoft Copilot, cloud platforms, communication tools or customer systems. Third-party products are governed by their own terms and privacy practices. Customer is responsible for obtaining licences and configuring third-party products unless the Order Form expressly states otherwise.

Vendor shall not be responsible for delays, failures, data loss, security events, changes or unavailability caused by Customer systems or third-party products outside Vendor’s reasonable control. Vendor may replace a third-party dependency with a reasonably equivalent alternative where necessary to continue providing the Services.

11. Fees, Taxes and Expenses

Customer will pay the fees and other charges stated in each Order Form within thirty (30) days of receipt of the applicable invoice, unless another payment period has been mutually agreed under the applicable Order Form. Unless otherwise agreed in an Order Form, subscription fees are payable in advance and are non-cancellable and non-refundable.

All fees exclude GST and other applicable taxes. Customer will pay all taxes other than taxes on Vendor’s net income. If Customer is required by law to withhold tax, it will provide valid withholding certificates and cooperate so the parties may claim available treaty or statutory relief. Travel charges and accommodation are additionally chargeable, subject to prior written approval from Customer.

Overdue undisputed amounts accrue interest at the lower of 1.5% per month or the maximum amount permitted by law. Customer must raise a good-faith invoice dispute within ten (10) business days of receipt and pay undisputed amounts when due. Vendor may suspend Services for undisputed amounts more than fifteen (15) days overdue after giving at least five (5) business days’ notice.

12. Confidentiality

12.1 Confidential Information

“Confidential Information” means non-public information disclosed by or on behalf of a party that is marked confidential or should reasonably be understood as confidential, including Customer Data, security information, product plans, methodologies, pricing, the terms of an Order Form and non-public Outputs. Confidential Information excludes information that the receiving party can demonstrate: (a) is public without breach; (b) was lawfully known without restriction; (c) is received lawfully from a third party without duty; or (d) is independently developed without use of the disclosing party’s Confidential Information.

12.2 Protection and Use

The receiving party will use Confidential Information only to perform or receive the Services and will protect it using at least reasonable care. It may disclose Confidential Information only to personnel, professional advisers and subcontractors who need to know it and are bound by confidentiality obligations at least as stringent as those set forth herein. If disclosure is legally required, the receiving party will, where lawful, give prompt notice and reasonable assistance.

12.3 Duration and Remedies

These obligations continue during the term and for three (3) years afterwards, except that trade secrets and personal data remain protected for so long as they retain that status under applicable law. Unauthorised use or disclosure may cause irreparable harm, and the disclosing party may seek injunctive relief in addition to other remedies.

13. Vendor Intellectual Property

Vendor and its licensors own all right, title and interest in the Services, Documentation, Humanics platform, Judge LLM architecture, scoring methodology, CRAFTS and DIRECT frameworks, assessment scenario library, workflows, models, algorithms, software, interfaces, designs, know-how and all improvements, updates and derivative works of them (“Vendor Technology”). No rights are granted except those expressly stated in these Terms and the applicable Order Form.

Customer will not remove proprietary notices. If Customer or an Authorised User creates a configuration, prompt, workflow, assessment scenario or other material using Vendor Technology, Customer retains rights in its original Customer Materials, while Vendor retains rights in the Vendor Technology and generic techniques, improvements and know-how that do not disclose Customer Confidential Information.

14. Warranties and Disclaimers

14.1 Warranties

Each party warrants that it has authority to enter into the applicable Order Form and perform its obligations. Vendor warrants that it will provide the Services in a professional and workmanlike manner and that, during the applicable term, the platform will materially conform to the Documentation when used as authorised. Customer’s exclusive remedy for breach is re-performance, correction or, if Vendor cannot correct a material breach within a reasonable period, termination of the affected Services and a pro-rata refund of prepaid fees for the unused period.

14.2 Disclaimer

Except for the express warranties in these Terms, the Services, AI Features and Outputs are provided “as is” and “as available”. To the maximum extent permitted by law, Vendor disclaims all implied warranties, including merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy and uninterrupted or error-free operation. Vendor does not warrant that any programme will produce a specific completion rate, certification, score improvement, time saving, financial return, promotion outcome, regulatory status or business result.

Outputs do not constitute legal, regulatory, accounting, employment, medical, psychological or other professional advice. Customer is responsible for independent review and for determining whether its use of the Services and Outputs is appropriate.

15. Indemnities

15.1 IP Indemnity

Vendor will defend Customer against a third-party claim alleging that the its platform, products or other material, when used as authorised, infringes a third party patent, copyright or trademark, and will pay damages finally awarded or agreed in settlement. Vendor has no obligation for claims arising from Customer Data, Customer modifications, combination with items not supplied by Vendor or compliance with Customer instructions. In the event of an infringement claim, Vendor may at its option modify or replace the affected item, obtain continued rights to use the affected item or terminate the affected Service and refund prepaid fees for the unused period.

15.2 Customer Indemnity

Customer will defend and indemnify Vendor and its partners, personnel and subcontractors against any third-party claims arising from: (a) Customer Data or Customer Materials; (b) Customer’s or an Authorised User’s unlawful or unauthorised use of the Services; (c) Customer’s employment, performance, promotion, disciplinary, client-service or regulatory decisions; (d) Customer-hosted infrastructure, security or access controls; or (e) Customer’s breach of Sections 6, 7 or 9, except to the extent caused by Vendor’s breach of these Terms.

15.3 Procedure

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s cost and allow the indemnifying party to control the defence and settlement. No settlement may admit fault by, impose non-monetary obligations on or fail to fully release the indemnified party without its written consent, not to be unreasonably withheld. Delay in notice relieves the indemnifying party only to the extent materially prejudiced.

16. Limitation of Liability

16.1 Excluded Damages

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for loss of profits, revenue, savings, goodwill, opportunity, anticipated benefits or data, even if advised of the possibility.

16.2 Liability Cap

Each party’s total aggregate liability arising out of or relating to an Order Form will not exceed the fees paid or payable by Customer under the applicable Order Form during the twelve (12) months immediately preceding the first event giving rise to liability.

16.3 Exceptions

The limitations specified under this section 16 do not apply to: (a) Customer’s payment obligations; (b) a party’s fraud or wilful misconduct; (c) Customer’s breach of the licence or use restrictions; or (d) liability that cannot lawfully be excluded or limited.

17. Term, Suspension and Termination

17.1 Term

These Terms begin when Customer first accepts an Order Form referencing it and continue while any Order Form remains in effect. Each Order Form has the subscription, renewal and notice periods stated in it.

17.2 Suspension

Vendor may suspend access to the affected Services if: (a) Customer materially breaches Section 6; (b) continued use presents a credible security, legal or operational risk; (c) a third-party provider requires suspension; or (d) undisputed fees remain overdue as described in Section 11. Vendor will limit suspension to what is reasonably necessary and restore access after the issue is resolved.

17.3 Termination for Cause

Either party may terminate an affected Order Form for material breach if the other party fails to cure a breach within thirty (30) days after written notice, or immediately if the breach is incapable of cure. Either party may terminate if the other becomes insolvent, ceases business or enters liquidation, subject to applicable law.

17.4 Termination for Convenience

Either party may terminate an Order Form for convenience upon providing at least sixty (60) days’ prior written notice, provided however: (i) any accrued rights continue; and (ii) any committed subscription or licence fees are non-refundable.

17.5 Effect

On expiry or termination, Customer’s right to access the affected Services ends and all accrued fees become due. Each party will return or destroy the other’s Confidential Information on request, subject to legal retention and routine backups. Vendor will make Customer Data available for export only if and in the format stated in the Order Form or Documentation. Customer-identifiable data under Vendor’s control will be deleted within sixty (60) days after termination unless a different period is stated in the Order Form or required by law. Sections intended by their nature to survive will survive, including fees, confidentiality, data protection, intellectual property, disclaimers, indemnities, liability and general terms.

18. Publicity

Neither party may use the other party’s name, trademarks or logo in external marketing without prior written approval for the specific use. Vendor may identify Customer internally and to its professional advisers, auditors and subcontractors as needed to perform the Services. Any customer reference, case study, press release or logo use requires Customer’s prior written approval and compliance with its brand guidelines.

19. General

19.1 Notices

Legal notices must be in writing and sent by email and recognised courier to the contacts in the Order Form, with a copy to Vendor at [email protected]. Notices are effective on confirmed receipt, or for courier delivery, on recorded delivery.

19.2 Assignment

Neither party may assign an Order Form without the other party’s prior written consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, reorganisation or sale of substantially all assets, provided the assignee is not a direct competitor of the non-assigning party and assumes the obligations in writing. Vendor may subcontract performance but remains responsible for its obligations.

19.3 Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemic, war, terrorism, civil disorder, governmental action, labour disruption, internet or utility failure and widespread cloud or third-party service outages. The affected party will promptly notify the other and use reasonable efforts to mitigate. Payment obligations for Services already provided are not excused.

19.4 Relationship

The parties are independent contractors. These Terms do not create a partnership, joint venture, franchise, employment, agency or fiduciary relationship. Neither party may bind the other.

19.5 Waiver; Severability

A waiver must be in writing and is limited to the specific instance. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain effective.

19.6 No Third-Party Beneficiaries

Except for indemnified persons under Section 15, these Terms do not create rights for any third party, including Authorised Users, participants, Customer clients or employees.

19.7 Updates to These Terms

Vendor may update these Terms by publishing a revised version and effective date. Material changes will apply only to a new or renewed Order Form unless required by law or necessary to address a material security risk. Vendor will not materially reduce Customer’s rights under an active Order Form through an online update without Customer’s written agreement.

19.8 Entire Agreement

The applicable Order Form, Statement of Work, these Terms and any documents expressly incorporated by reference form the entire agreement for the Services and supersede prior discussions and proposals on the same subject. Amendments must be agreed in writing by authorised representatives.

19.9 Electronic Contracting

Signatures, electronic acceptance and counterparts are valid and together form one agreement. The parties agree that electronic records may be used as evidence of acceptance and performance.

20. Governing Law and Dispute Resolution

20.1 Governing Law

These Terms and each Order Form are governed by the laws of India, without regard to conflict of law rules.

20.2 Escalation

A party must first give written notice of a dispute and senior representatives will attempt in good faith to resolve it within thirty (30) days.

20.3 Arbitration

If unresolved, the dispute will be finally resolved by a sole arbitrator under the Arbitration and Conciliation Act, 1996, as amended. The parties will jointly appoint the arbitrator; failing agreement within thirty (30) days, appointment will be made under that Act. The seat and venue will be Pune, Maharashtra, India, the language will be English and the award will be reasoned, final and binding.

20.4 Court Relief

The courts at Pune, Maharashtra have exclusive jurisdiction for interim or injunctive relief, enforcement of an award and matters not capable of arbitration. Nothing prevents either party from seeking urgent equitable relief to protect confidential information, data or intellectual property.