Terms of Service
These Terms of Service ("Terms") are entered into between Hael Ltd, a company incorporated in England & Wales ("Hael", "we", "us") and the organisation identified in the applicable order form ("Customer", "you").
By accessing or using the Hael platform (the "Service"), you agree to be bound by these Terms. If you are accepting on behalf of an organisation, you confirm you have authority to bind that organisation.
1. Definitions
- "Agreement" means these Terms together with any order form, DPA, and referenced policies.
- "Order Form" means an ordering document referencing these Terms and setting out subscription details, fees, and term.
- "Customer Data" means data submitted to the Service by or on behalf of the Customer.
- "Documentation" means Hael's published product documentation.
- "Users" means individuals authorised by the Customer to use the Service under the Customer's account.
2. The Service
Hael provides AI governance, audit, and evidence tooling. Feature availability, entitlements, and usage limits are defined in the applicable Order Form. Hael may update the Service from time to time; material adverse changes will be communicated in advance.
3. Orders and subscriptions
Subscriptions are governed by the Order Form, which specifies the subscription term, entitlements, and fees. Unless the Order Form states otherwise, subscriptions renew automatically for successive terms of equal length. Either party may prevent renewal by giving at least 30 days' notice before the end of the then-current term.
4. Access and Users
The Customer is responsible for its Users' compliance with these Terms. The Customer must maintain the confidentiality of authentication credentials and notify Hael promptly of any suspected unauthorised access.
5. Acceptable use
You agree not to:
- Reverse-engineer, decompile, or attempt to extract the source code, models, or trade secrets of the Service, except to the extent permitted by mandatory law
- Use the Service to violate law or third-party rights
- Probe, scan, or test the vulnerability of the Service other than through our published Responsible Disclosure policy
- Upload malware, unlawful content, or content you do not have rights to
- Use the Service to build a competing product or benchmark against Hael without prior written consent
- Interfere with the operation of the Service or attempt to circumvent usage limits
6. Customer Data
The Customer retains all right, title, and interest in Customer Data. The Customer grants Hael a limited licence to process Customer Data solely to provide and support the Service, and as further set out in the Data Processing Agreement. Hael does not use Customer Data to train shared or third-party AI models.
7. Intellectual property
Hael retains all right, title, and interest in the Service, Documentation, and any modifications, feedback, or aggregated non-identifying analytics derived from operation of the Service. No rights are granted to the Customer other than the limited subscription right expressed in these Terms and the Order Form.
8. Confidentiality
Each party will protect the other's confidential information using the same standard of care it uses for its own information (no less than reasonable care) and only use it to perform the Agreement. Confidentiality obligations survive termination for three years, except for trade secrets, which survive indefinitely.
9. Fees, payment, and taxes
Fees are set out in the Order Form and, unless stated otherwise, are payable within 30 days of the invoice date. Fees are exclusive of VAT and other applicable taxes, which the Customer will pay in addition. Late payments accrue interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.
10. Service levels and support
Production availability targets, response times, and any service credits are defined in the Order Form or a separately incorporated Service Level Addendum.
11. Security
Hael maintains the controls described on our Security page and in Annex II of the DPA, including encryption in transit and at rest, MFA on production access, tenant isolation, tamper-evident audit logging, and independent penetration testing.
12. Warranties and disclaimers
Hael warrants that the Service will materially conform to the Documentation during the subscription term. Except as expressly stated, the Service is provided "as is" and Hael disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
13. Indemnification
Hael will defend the Customer against any third-party claim that the Service, as provided by Hael and used in accordance with these Terms, infringes a third-party intellectual property right in the UK or EU, and pay resulting damages finally awarded or agreed in settlement. Hael's obligations do not apply to claims arising from Customer Data, modifications made by the Customer, or use of the Service in combination with items not provided by Hael.
14. Limitation of liability
Except for liability that cannot be excluded under applicable law (including death or personal injury caused by negligence, fraud, and fraudulent misrepresentation):
- Neither party is liable for indirect, incidental, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or anticipated savings.
- Each party's total aggregate liability arising out of or related to the Agreement is limited to the fees paid or payable by the Customer under the applicable Order Form in the 12 months preceding the event giving rise to the claim.
15. Term and termination
The Agreement runs for the subscription term stated in the Order Form. Either party may terminate the Agreement for material breach on 30 days' written notice if the breach is not cured within that period, and immediately on notice for insolvency events. On termination, the Customer may export Customer Data for 30 days; after that, Hael deletes Customer Data within 90 days, subject to legal-hold obligations.
16. Governing law and disputes
These Terms are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of London for any dispute arising out of the Agreement, except where mandatory consumer-protection law provides otherwise.
17. Notices
Legal notices to Hael must be sent to legal@hael.ai and to Hael Ltd, 86-90 Paul Street, London, England, EC2A 4NE. Notices to the Customer will be sent to the primary contact on the Order Form.
18. Miscellaneous
Neither party may assign the Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets. If any provision is unenforceable, the remaining provisions continue in effect. The Agreement is the entire agreement between the parties and supersedes prior discussions on the same subject matter. Failure to enforce is not a waiver.
19. Changes
Material changes are announced at least 30 days in advance. Continued use after the effective date constitutes acceptance.