Terms of use

1. Software and Services

1.1Use of the Software requires an account (“Account”). By creating an Account, accepting a Proposal, clicking an acceptance button, or using paid Services, the customer agrees to be bound by the Agreement. The person doing so represents and warrants that they have authority to bind the customer. A paid subscription begins on the start date stated in the applicable Proposal or, if no date is stated, when HR GATE activates the paid Services.

1.2The customer is responsible for all persons it authorises to use the Services (“Authorised Users”), for their compliance with the Agreement, and for maintaining the confidentiality and security of Account credentials. The customer shall promptly revoke access when an Authorised User no longer requires it and shall notify HR GATE without undue delay of any suspected unauthorised access.

1.3Unless expressly agreed otherwise in a Proposal, the agreed functionality is search, retrieval, summarisation and presentation of information. An API connection, even if technically capable of broader access, does not authorise HR GATE to modify or delete HRIS records, approve requests, execute payroll, or make employment decisions. HR GATE may add, modify, replace or discontinue features as part of the ongoing development of the Services, provided that it will not materially reduce the core functionality of the paid Services during a current Subscription Term without a reasonable substitute or other remedy determined by HR GATE acting reasonably.

1.4The customer is responsible for the legality, accuracy, quality and completeness of information made available to the Services, for maintaining necessary HRIS subscriptions, licences and permissions, and for selecting appropriate fields and access scopes. Third-party API, HRIS, cloud or AI-provider changes, restrictions, outages or discontinuations may affect integrations or functionality and do not constitute a breach by HR GATE to the extent outside HR GATE’s reasonable control.

1.5Any service levels, support response times, implementation commitments or professional services apply only if expressly stated in a Proposal. Unless expressly agreed otherwise, planned maintenance, emergency maintenance, third-party outages and beta or preview functionality are excluded from service-level calculations.

2. Customer Data, Input and Output

2.1“Customer Data” means data, information and materials submitted, uploaded, connected or otherwise made available to the Services by or on behalf of the customer, including data obtained from the customer’s HRIS. “Input” means prompts, questions, instructions and other content submitted to the Software. “Output” means information, summaries, responses or other material generated or returned by the Software in response to Input or Customer Data. “Usage Data” means technical, diagnostic, performance, security and usage information about operation and use of the Services that does not identify an individual employee or disclose the substance of Customer Data.

2.2The customer is solely responsible for Customer Data, Input and its use of Output. The customer represents and warrants that it has all rights, notices, permissions and lawful bases necessary to provide Customer Data and Input to HR GATE and to instruct the processing contemplated by the Agreement. Unless expressly agreed, the customer shall not intentionally provide special categories of personal data, criminal-conviction data, authentication secrets, or other data that is not reasonably necessary for the agreed use case.

2.3As between the parties, the customer retains all rights it has in Customer Data and Input. Subject to the Agreement, HR GATE grants the customer a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy, retain and share Output for the customer’s lawful internal business purposes. Output may not be unique, and similar or identical output may be generated for other customers. No representation is made that Output is eligible for intellectual property protection.

2.4The customer grants HR GATE and its subprocessors a non-exclusive, worldwide, limited licence for the duration of the Agreement and any permitted retention period to host, copy, transmit, organise, index, retrieve and otherwise process Customer Data and Input only as necessary to provide, secure, maintain, support and troubleshoot the Services, comply with law, and perform the Agreement.

2.5HR GATE may collect and use Usage Data and information derived from use of the Services that has been aggregated or de-identified so that it does not identify the customer, an Authorised User or a data subject, for security, analytics, capacity planning, billing, service improvement and development of the Services. HR GATE will not use identifiable Customer Data, Input or Output to train or improve a general-purpose or shared generative AI model unless the customer has expressly opted in or the parties expressly agree otherwise in writing.

2.6If the customer or an Authorised User provides suggestions, ideas or feedback concerning the Services, HR GATE may use and exploit that feedback without restriction or payment.

3. AI Features and Output

3.1Certain functionality uses machine-learning or generative-AI technology supplied by HR GATE or third-party providers. HR GATE may replace, add or remove AI models or providers where reasonably necessary for performance, security, availability, compliance or product development.

3.2Output may be inaccurate, incomplete, outdated, misleading, non-unique or unsuitable for a particular purpose, including because of ambiguous questions, spreadsheet structure, data quality, source-field configuration, synchronisation delays or model limitations. Detail or apparent confidence in an Output does not guarantee accuracy. Authorised Users must verify material Output against relevant source records before relying on it.

3.3Unless expressly agreed in writing as a separate compliant feature, the Services are not intended to score or rank individuals for recruitment, promotion, dismissal or performance assessment, or to make solely automated decisions producing legal or similarly significant effects. The customer remains responsible for employment decisions, meaningful human review and compliance with applicable employment, discrimination and data-protection laws.

3.4HR GATE may make alpha, beta, preview, experimental or early-access features available. Such features may be changed or withdrawn at any time, may contain errors, and are provided “as is” without service-level commitments, warranties or support obligations, to the fullest extent permitted by law.

4. Term, Fees and Payment

4.1Access to the Software is provided on a paid subscription basis for six (6) months (the “Subscription Term”) from the start date in the accepted Proposal, unless the Proposal specifies another term. The Agreement automatically renews for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, or the Proposal states otherwise.

4.2The customer shall pay the fees stated in the Proposal. The Proposal may specify the charging basis, including usage, limits, overage charges, number of Authorised Users, plan level, implementation or professional-services fees, and any trial, upgrade or downgrade conditions.

4.3Unless the Proposal states otherwise, subscription fees are invoiced and payable in full in advance for each Subscription Term. Payment shall be made by direct debit under an appropriate mandate, bank transfer, card or another payment method accepted by HR GATE. Invoices may be issued electronically.

4.4Except where required by mandatory law or expressly stated in the Proposal, fees are non-cancellable and non-refundable once the applicable Subscription Term has begun. The customer shall make payments without set-off, counterclaim, deduction or withholding, except where required by law. If withholding is legally required, the customer shall provide appropriate evidence and cooperate in applying any available treaty relief.

4.5HR GATE may suspend affected Services if an undisputed amount remains overdue for five (5) days after written notice, and may terminate for material non-payment in accordance with Section 11.

4.6Fees are exclusive of VAT and all other applicable taxes, duties, levies and governmental charges (“Taxes”). The customer is responsible for all Taxes arising from its purchase or use of the Services.

4.7HR GATE may change fees for a renewal term by giving written notice before the applicable non-renewal deadline. Unless otherwise agreed, changes apply from the start of the next renewal term.

5. Grant of Rights and Acceptable Use

5.1Subject to payment of applicable fees and compliance with the Agreement, HR GATE grants the customer a non-exclusive, non-transferable, non-sublicensable, time-limited right for its Authorised Users to access and use the subscribed Services for the customer’s internal business operations during the Subscription Term.

5.2Except for Customer Data, Input and the customer’s licensed rights in Output, HR GATE and its licensors retain all right, title and interest in and to the Site, Software, Services, models, prompts or system instructions developed by HR GATE, workflows, algorithms, interfaces, designs, documentation, trademarks, logos, know-how and other materials or technology used to provide the Services (“HR GATE Materials”), including all improvements and derivative works thereof.

5.3Except to the extent permitted by mandatory law or expressly authorised by HR GATE, the customer shall not: (a) reverse engineer, decompile, disassemble or seek to discover source code, model weights, system prompts or underlying algorithms; (b) copy, modify, translate or create derivative works of the Software; (c) resell, lease, sublicense or provide the Services to unauthorised third parties; (d) use the Services to develop or benchmark a competing product; (e) circumvent usage, security or access controls; (f) introduce malicious code; (g) access another customer’s data; or (h) use scraping, bots or automated methods except through interfaces, integrations or APIs expressly made available by HR GATE.

5.4The customer shall not use the Site, Services, Customer Data, Input or Output for any unlawful purpose, to infringe third-party rights, or in a way that could materially impair the security, integrity or availability of the Services. HR GATE may investigate suspected misuse and may suspend access where reasonably necessary to protect the Services, customers or third parties.

6. Confidentiality

6.1“Confidential Information” means information disclosed by or on behalf of a party that is confidential by its nature or circumstances, including product information, non-public technology, security information, pricing, business strategies, Customer Data, Input, Output, HR records and API credentials.

6.2The receiving party shall use the disclosing party’s Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, Affiliates, professional advisers, contractors and service providers who need to know it and are subject to confidentiality obligations. Each party is responsible for persons acting on its behalf.

6.3Confidentiality obligations do not apply to information the receiving party can demonstrate: (a) was lawfully known without restriction before disclosure; (b) becomes public without breach; (c) is lawfully received from a third party without restriction; (d) is independently developed without use of the Confidential Information; or (e) is approved for release in writing. A legally compelled disclosure is permitted to the extent required, provided that the receiving party gives prior notice where legally permitted and reasonably cooperates with protective measures at the disclosing party’s expense.

6.4These confidentiality obligations survive for five (5) years after termination or expiry. Trade secrets remain protected for as long as they qualify as trade secrets, and obligations concerning personal data continue for as long as required by applicable law.

7. Privacy and Data Protection

7.1Where HR GATE processes personal data contained in Customer Data on behalf of the customer, the customer acts as controller (or processor where applicable) and HR GATE acts as processor (or subprocessor, as applicable). HR GATE may act as an independent controller for business-contact, billing, security, website and similar data as described in its Privacy Policy.

7.2The customer instructs HR GATE to process Customer Personal Data as necessary to provide and support the Services, including through authorised subprocessors. The customer is responsible for ensuring its instructions comply with applicable law.

8. Warranties and Disclaimers

8.1HR GATE warrants that it will provide the Services with reasonable care and skill and that the paid Software will materially conform to the applicable service description under normal use. The customer’s exclusive remedy for a material breach of this warranty is for HR GATE, at its option, to use commercially reasonable efforts to correct the non-conformity or re-perform the affected Service; if HR GATE cannot do so within a reasonable period, the customer may terminate the materially affected Service and receive a pro-rata refund of prepaid fees for the unused portion of that affected Service.

8.2The warranty does not apply to issues caused by Customer Data, customer systems, unauthorised modifications, use contrary to documentation, third-party services or APIs, internet or telecommunications failures, or other circumstances outside HR GATE’s reasonable control.

8.3The Site, Software, Services and Output are provided “as is” and “as available”.

9. Limitation of Liability

9.1To the fullest extent permitted by applicable law, HR GATE shall not be liable for any indirect, incidental, special, exemplary, punitive or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings, opportunity or business interruption, whether direct or indirect, arising out of or in connection with the Agreement. HR GATE shall not be liable for loss or corruption of Customer Data to the extent caused by the customer, its HRIS, a third-party integration, or failure by the customer to maintain its own appropriate source records or backups.

9.2Subject to Section 9.3, HR GATE’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise, shall not exceed EUR 1,000 in aggregate for all claims arising from or relating to the Agreement.

9.3Nothing in the Agreement excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence where such liability cannot lawfully be limited, or any other liability that cannot lawfully be excluded or limited.

9.4The parties acknowledge that the fees reflect the allocation of risk in the Agreement and that the limitations in this Section apply to the maximum extent permitted by law, including where a remedy fails of its essential purpose.

10. Indemnification

The customer shall defend, indemnify and hold harmless HR GATE from third-party claims, damages, fines, penalties, liabilities and reasonable legal costs to the extent arising from: (a) Customer Data or Input infringing third-party rights or being provided or processed without required authority, notice, permission or lawful basis; (b) the customer’s or an Authorised User’s unlawful or unauthorised use of the Services or Output; (c) employment, payroll, benefits or other decisions made by the customer in reliance on Output; or (d) the customer’s material breach of the Agreement or applicable law.

11. Suspension and Termination

11.1HR GATE may suspend all or part of the Services immediately where it reasonably believes this is necessary to prevent or address a security incident, unlawful use, material breach, risk to the Services or another customer, a requirement of an AI, cloud or integration provider, or a legal or regulatory requirement. Where practicable, HR GATE will give advance notice and limit the suspension to the affected functionality. HR GATE may also suspend for overdue undisputed fees in accordance with Section 4.5.

11.2Either party may terminate the Agreement if the other party commits a material breach that is incapable of remedy or fails to remedy a remediable material breach within thirty (30) days after written notice. HR GATE may terminate on ten (10) days’ written notice if an undisputed payment remains overdue after suspension, and may terminate immediately where continued provision of the Services would be unlawful or where a third-party provider permanently discontinues functionality essential to the affected Service and HR GATE cannot reasonably provide a substitute.

11.3On termination or expiry, the customer’s right to access and use the Services ends and all unpaid fees become immediately due. The customer retains its rights in Customer Data and its licence to lawfully retained Output. Any standard export functionality available in the Services may be used before termination; bespoke migration, extraction or switching assistance is chargeable unless otherwise required by mandatory law or expressly agreed in the Proposal.

11.4Provisions that by their nature should survive termination, including accrued payment obligations, intellectual property, confidentiality, data protection, disclaimers, limitations of liability, indemnities and final provisions, shall survive.

12. Force Majeure

Neither party is liable for delay or failure to perform an obligation, other than a payment obligation, to the extent caused by events beyond its reasonable control, including failures of internet, telecommunications, cloud, HRIS, API or AI providers; cyberattacks not caused by that party’s failure to maintain reasonable security; acts of government; labour disputes; natural disasters; war; terrorism; epidemic; or widespread utility failure.

13. Final Provisions

13.1Notices under the Agreement must be in writing and may be sent by email. Notices to HR GATE shall be sent to info@hrgate.io and notices to the customer to the contact stated in the Proposal or Account.

13.2The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes prior discussions, representations and agreements concerning that subject matter, except for fraud or fraudulent misrepresentation. Each party acknowledges that it has not relied on any statement not expressly set out in the Agreement.

13.3The customer may not assign, transfer or otherwise dispose of the Agreement without HR GATE’s prior written consent. HR GATE may assign or transfer the Agreement, in whole or in part, to an Affiliate or in connection with a merger, reorganisation, financing, sale of shares, sale of substantially all relevant assets or similar corporate transaction, upon notice to the customer.

13.4HR GATE may use Affiliates and subcontractors to provide the Services and remains responsible for its contractual obligations.

13.5Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship between the parties.

13.6Failure or delay in exercising a right does not waive that right. A waiver is effective only if in writing and only for the specific circumstance for which it is given.

13.7If a provision is held invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ intent as closely as possible, and the remaining provisions remain in effect.

13.8Except as expressly stated, a person who is not a party to the Agreement has no right to enforce any term of the Agreement.

13.9The Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Republic of Cyprus. The courts of Limassol, Cyprus shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Agreement, its subject matter or formation.

14. Changes to the Services and These Terms

14.1HR GATE may update the Services, documentation, integrations, technical architecture and AI providers from time to time for product development, security, performance, legal or operational reasons. Where a change materially reduces core paid functionality during a current Subscription Term, HR GATE will use reasonable efforts to provide advance notice where practicable and may provide a reasonably equivalent replacement, workaround or other commercially reasonable remedy.

14.2HR GATE may update these Terms of Use from time to time. Material changes will be notified to the customer by email, in-product notice or other reasonable means. Changes required by law, regulation, security, third-party-provider requirements, or to add new optional functionality may take effect on the date specified in the notice. Other material changes that materially increase the customer’s obligations or materially reduce its contractual rights will ordinarily take effect on the next renewal unless the customer expressly agrees earlier. Continued use after the effective date of a validly notified change constitutes acceptance where permitted by law.