Draft for review. This document was prepared as a starting point and has not been checked by a lawyer. Please have counsel review it against your actual commercial terms and the jurisdiction you contract from, before launch. Delete this notice once that review is done.
1. The agreement
These terms govern your use of the HavernHR website and platform. By creating an account, signing an order form, or using the service, you accept them. If you are agreeing on behalf of an organisation, you confirm that you are authorised to bind that organisation, and references to “you” mean the organisation.
Where a signed order form or master agreement exists between us, that document takes precedence over these terms to the extent the two conflict.
2. Who may use the service
HavernHR is a business product. You must be at least 18 years old and capable of entering a contract. You are responsible for the accounts you create, for keeping credentials confidential, and for everything done under those credentials. Tell us promptly at hello@havernhr.com if you believe an account has been compromised.
3. Subscriptions, fees and billing
Access is sold on a subscription basis. The plan, the number of seats, the billing period and the price are set out in your order form or in the checkout you completed. Unless stated otherwise, fees are charged in advance and are not refundable for a period already started.
Subscriptions renew automatically for the same period unless either party gives notice before the renewal date. We may revise pricing at renewal, in which case we will give you notice before the new term begins so that you can decide whether to continue. Fees are exclusive of taxes, which you are responsible for where they apply.
If an invoice goes unpaid, we may suspend access after giving you reasonable notice and an opportunity to settle it.
4. Acceptable use
You agree not to:
- Upload data you have no lawful right to process, or use the platform in a way that breaks employment, privacy or anti-discrimination law.
- Attempt to access another customer’s data, probe our systems for vulnerabilities without written permission, or interfere with the availability of the service.
- Resell, sublicense or provide the service to a third party except as your own agents acting on your behalf.
- Reverse engineer the platform, or copy it to build a competing product.
- Upload malware, or content that is unlawful, defamatory or infringing.
5. Your data stays yours
You retain all rights in the employee records, documents and other content you load into HavernHR. You grant us a limited licence to host, process, transmit and display that content strictly to provide the service, to support you, and to meet our legal obligations.
We act as a processor for that content. Our handling of it, along with the security measures that apply, is described in our Privacy Policy and in the data processing agreement that forms part of your contract where one applies.
6. AI features and their limits
Parts of the platform generate drafts, rankings, summaries and suggestions automatically. These outputs are aids to a decision rather than the decision itself, and they can be wrong. You agree to keep a human reviewer in the loop for anything with a significant effect on a person, which includes hiring outcomes, disciplinary action, compensation and termination.
We do not use your employee data to train models that other customers benefit from. We make no warranty that an automatically generated output will be accurate, complete or suitable for a particular legal or regulatory purpose.
7. Our intellectual property
The platform, its interfaces, documentation, branding and underlying software remain ours or our licensors’. These terms grant you a right to use the service during your subscription, nothing more. Feedback you send us may be used to improve the product without obligation or payment, though we will not identify you as its source without permission.
8. Third-party services
The platform can connect to tools you already use, such as payroll providers, calendars, identity providers and job boards. Those services are governed by their own terms and we are not responsible for how they operate. Enabling an integration authorises us to exchange the relevant data with that provider on your behalf.
9. Confidentiality
Each party may receive information from the other that is marked confidential, or that a reasonable person would treat as confidential. Neither party will disclose that information except to staff and advisers who need it and who are bound by similar obligations, or where a law or court order requires disclosure. This obligation survives termination.
10. Availability, warranties and disclaimers
We work to keep HavernHR available and will give advance notice of planned maintenance where we reasonably can. Any uptime commitment applies only if it is stated in your order form or service level agreement.
Apart from the commitments expressly made in these terms or in your order form, the service is provided on an “as is” and “as available” basis. To the extent the law allows, we disclaim implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the service will be uninterrupted, error free, or that it will meet every requirement you have.
11. Limitation of liability
Neither party is liable for indirect, incidental, special or consequential loss, nor for loss of profit, revenue, goodwill or anticipated savings, even if advised that such loss was possible.
Our total liability arising out of or relating to these terms is limited to the fees you paid us in the twelve months immediately before the event giving rise to the claim.
Nothing in this section limits liability that cannot be limited by law, including liability for fraud, or for death or personal injury caused by negligence.
12. Indemnity
You will defend and indemnify us against third-party claims arising from content you load into the platform, from your use of the service in breach of these terms, or from your failure to obtain the consents and notices your own legal obligations require.
13. Term, suspension and termination
These terms apply for as long as your subscription runs. Either party may terminate for material breach that remains uncured 30 days after written notice. We may suspend access immediately where continued use presents a security risk, a legal risk, or a risk to other customers, and we will restore it once the cause is resolved.
On termination your right to use the platform ends. You may export your data during the period stated in your contract, after which we delete or return it in line with that contract and our retention practice.
14. Changes to these terms
We may update these terms as the product and the law change. Where a change is material we will give account holders notice by email or through the product before it takes effect. Continuing to use the service after that date means you accept the revised terms.
15. Governing law and disputes
These terms are governed by the laws of [STATE], without regard to its conflict of law rules. The courts of [VENUE] have exclusive jurisdiction, and both parties submit to that jurisdiction. Before starting formal proceedings, each party agrees to raise the dispute in writing and to attempt to resolve it in good faith for 30 days.
[Confirm the governing law, the venue, and whether you want an arbitration clause. This choice has real consequences and is worth a lawyer’s time.]
16. General
If a provision is found unenforceable, the rest remains in force. A failure to enforce a right is not a waiver of it. You may not assign these terms without our written consent, although either party may assign to a successor in a merger or sale of substantially all assets. These terms, together with any order form and data processing agreement, form the entire agreement between us on this subject.
17. Contact
Questions about these terms can go to hello@havernhr.com, or by post to [LEGAL ENTITY NAME], 245 Newkirk Avenue 3, Brooklyn, New York, US.