Terms of Service

These Terms of Service ("Terms") govern access to and use of the software, websites, and services provided by Huneety Learning Pte. Ltd., a company incorporated in Singapore ("Huneety," "we," "our"), including the website at huneetylearning.com and the platform at app.huneetylearning.com (together, the "Service").

By creating an account, accessing the Service, or accepting an order form that references these Terms, you ("Customer," "you") agree to these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.

1. The Service

1.1 Description. The Service is a software-as-a-service platform for competency mapping, 360-degree assessments, skills analytics, and individual development planning, including AI-assisted features.

1.2 Order forms. The specific subscription plan, term, fees, user limits, and any additional terms applicable to your use of the Service are set out in an order form, quote, or online checkout (each, an "Order Form"). Order Forms form part of these Terms.

1.3 Updates. We may modify or improve the Service from time to time. We will not materially degrade the core functionality of the Service during a paid subscription term.

1.4 Availability. The Service is provided without a specific uptime commitment unless a Service Level Agreement is expressly agreed in an Order Form.

2. Accounts and access

2.1 Account registration. You must provide accurate registration information and keep it up to date. You are responsible for activity under your account and for safeguarding credentials, except to the extent caused by Huneety's breach of its security obligations.

2.2 Authorised users. You may invite users (employees, managers, raters, administrators) to access the Service. You are responsible for their compliance with these Terms.

2.3 Workspace administration. The customer administrator is responsible for configuring workspace settings, managing user roles, and inviting or removing users.

3. Customer Data and ownership

3.1 Customer Data. "Customer Data" means all data, content, and information that you or your authorised users upload, submit, or generate through the Service, including employee records, competency data, assessment responses, development plans, and AI conversation inputs.

3.2 Ownership. As between the parties, you retain all rights, title, and interest in Customer Data. You grant Huneety a worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Customer Data solely to provide the Service to you, to support your use of it, and to comply with applicable law.

3.3 Aggregated data. We may generate aggregated, anonymised, or de-identified data that does not identify you, your users, or any individual, and use such data for any lawful business purpose, including improving the Service and producing industry benchmarks and insights.

3.4 AI inputs and outputs. AI-assisted features process Customer Data through third-party AI providers as described in our Privacy Policy and Data Processing Agreement. AI providers do not use Customer Data to train their models. AI outputs are generated based on your inputs and are advisory; you are responsible for reviewing and validating outputs before relying on them for decisions. AI outputs generated from your inputs are treated as Customer Data and are subject to the rights and obligations in this Section 3.

4. Acceptable use

You agree not to, and not to permit any user to:

(a) use the Service in violation of any applicable law or third-party right;

(b) upload data you do not have the right to provide, including personal data of individuals from whom required notices or consents have not been obtained;

(c) reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent permitted by mandatory law;

(d) interfere with, disrupt, or impose unreasonable load on the Service or its infrastructure;

(e) circumvent access controls, rate limits, or usage limits;

(f) use the Service to build a competing product or service, or to copy the features, functions, or user interface of the Service;

(g) submit malicious code, viruses, or content that is unlawful, harassing, defamatory, or infringing;

(h) use automated means (scraping, crawlers, bots) to extract data from the Service without our written permission.

5. Fees and payment

5.1 Fees. Fees, billing frequency, and payment terms are specified in the applicable Order Form.

5.2 Payment. Unless otherwise stated, fees are payable within 30 days of the invoice date. Late payments may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law.

5.3 Taxes. Fees are exclusive of taxes. You are responsible for any applicable taxes, except for taxes based on Huneety's net income.

5.4 Suspension for non-payment. We may suspend the Service after written notice and a 15-day cure period if fees are more than 30 days overdue.

6. Term and termination

6.1 Term. These Terms remain in effect for as long as you have an active subscription or account. The subscription term and renewal mechanics are specified in the Order Form.

6.2 Termination for cause. Either party may terminate these Terms on written notice if the other party materially breaches these Terms and fails to cure the breach within 30 days of written notice. Notwithstanding the foregoing, Huneety may terminate immediately on written notice for your material breach of Section 4 (Acceptable use) or Section 5 (Fees and payment) that is not cured within the period specified in those sections.

6.3 Effect of termination. Upon termination: (a) your right to access the Service ends; (b) we will make Customer Data available for export in a machine-readable format for 30 days, or such longer period as agreed in the Order Form; (c) after that period, we will delete Customer Data in accordance with our Privacy Policy and any applicable Data Processing Agreement; (d) any fees accrued before termination remain payable.

6.4 Survival. Sections 3 (Customer Data and ownership), 5 (Fees), 7 (Confidentiality), 8 (Warranties), 9 (Indemnification), 10 (Limitation of liability), and 12 (General) survive termination.

7. Confidentiality

7.1 Confidential Information. Each party may disclose to the other non-public information that is marked confidential or that should reasonably be understood to be confidential ("Confidential Information"). Customer Data is Confidential Information of the Customer.

7.2 Obligations. The receiving party will (a) protect Confidential Information using the same care it uses for its own confidential information of like importance, and in no event less than reasonable care; (b) use Confidential Information only to perform under these Terms; and (c) limit access to those who need it and are bound by confidentiality obligations.

7.3 Exclusions. Confidentiality obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law (with prior notice to the disclosing party where lawful).

8. Warranties and disclaimers

8.1 Mutual warranties. Each party warrants that it has the legal authority to enter into these Terms.

8.2 Service warranty. We will provide the Service with reasonable skill and care and substantially in accordance with our published documentation.

8.3 Disclaimer. Except as expressly set out in these Terms, the Service is provided "as is" and "as available". To the maximum extent permitted by law, Huneety disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or trade usage. We do not warrant that the Service will be uninterrupted, error-free, or that AI outputs will be accurate, complete, or suitable for any particular decision.

9. Indemnification

9.1 By Huneety. We will defend you against any third-party claim that your authorised use of the Service infringes a third party's intellectual property rights, and will pay damages finally awarded by a court of competent jurisdiction or agreed in settlement, provided you (a) promptly notify us of the claim, (b) give us sole control of the defence and settlement, and (c) cooperate at our expense.

9.2 By you. You will defend us against any third-party claim arising from (a) Customer Data, including any claim that Customer Data violates a third-party right or applicable law; (b) your use of the Service in breach of these Terms; or (c) decisions made by you or your users on the basis of AI outputs.

9.3 Exclusive remedy. This Section 9 states each party's sole liability and exclusive remedy for third-party claims covered by it.

10. Limitation of liability

10.1 Cap. To the maximum extent permitted by law, each party's aggregate liability arising out of or related to these Terms shall not exceed the greater of (i) the fees paid or payable by you to Huneety for the Service in the twelve (12) months preceding the event giving rise to the claim, or (ii) USD 5,000.

10.2 Excluded damages. Neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenues, lost business opportunities, or loss or corruption of data, even if advised of the possibility of such damages.

10.3 Carve-outs. The cap and exclusions in this Section 10 do not apply to: (a) breaches of confidentiality (Section 7); (b) indemnification obligations (Section 9); (c) your payment obligations; (d) liability that cannot be limited or excluded under applicable law.

11. Data protection

11.1 Privacy Policy. Our Privacy Policy describes how we collect, use, and share personal data and is incorporated by reference into these Terms.

11.2 DPA. Where you process personal data subject to GDPR, PDPA, or equivalent laws through the Service, our Data Processing Agreement applies and is incorporated by reference into these Terms.

12. General

12.1 Governing law. These Terms are governed by the laws of Singapore, without regard to conflict of laws principles.

12.2 Dispute resolution. Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Rules in force at the time, with the seat of arbitration in Singapore, conducted in English by a single arbitrator.

12.3 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

12.4 Force majeure. Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control.

12.5 Entire agreement. These Terms, together with any Order Form, the Privacy Policy, and the Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior agreements on the subject matter.

12.6 Severability. If any provision is held unenforceable, the remaining provisions will continue in full force and effect.

12.7 No waiver. Failure to enforce any right or provision is not a waiver of that right or provision.

12.8 Notices. Notices to Huneety must be sent to contact@huneety.com. Notices to you may be sent to the email address associated with your account.

12.9 Modifications. We may update these Terms from time to time. Material changes, meaning changes that reduce your rights or increase your obligations in a material way, will be communicated with at least 30 days' notice to active customers. Continued use of the Service after the effective date constitutes acceptance. Changes to the Service itself are governed by Section 1.3, not this clause.

12.10 Compliance with laws. Each party will comply with all applicable export control, sanctions, and anti-corruption laws. You represent that you are not located in, and will not access the Service from, a jurisdiction subject to comprehensive sanctions, and that you are not on any government restricted-party list.

12.11 Publicity. Neither party will use the other's name, logo, or trademarks in marketing materials or public statements without prior written consent, which may be granted through an Order Form or separate written agreement.

Contact

For questions about these Terms, contact us at contact@huneety.com. Huneety Learning Pte. Ltd., Singapore.