InkyHR Terms and Conditions

Last updated: January 5, 2026

1. Parties and Agreement

1. These Terms and Conditions (“Terms”) govern your access to and use of the InkyHR software and related services (the “Service”) provided by Systematic Studios Ltd, a company registered in England and Wales (company number [insert]) with registered office at 3 Bramhall Place, Storey’s Bar Road, Peterborough, Cambridgeshire, PE1 5YS (“Systematic Studios”, “we”, “us”, “our”).
2. The entity or person accepting these Terms is the “Customer”, and any individual authorised by the Customer to use the Service is a “User”.
3. By creating an account, purchasing a subscription, or using the Service, you agree to these Terms. If you accept on behalf of an entity, you represent that you have authority to bind that entity.
4. These Terms supersede prior proposals, understandings, or agreements about the Service. Any purchase order or Customer terms are rejected and have no effect unless expressly agreed in writing.

2. Definitions

• Account means the Customer’s tenant and configuration within the Service.
• Affiliate means any entity that controls, is controlled by, or is under common control with a party.
• Beta Service means a pre-release, trial, or evaluation feature designated by us as beta, preview, or similar.
• Confidential Information means information disclosed by one party that is marked or reasonably understood as confidential.
• Controller, Processor, Personal Data, Data Subject, processing have the meanings in UK GDPR.
• Customer Data means data input to or generated in the Service by or for the Customer (including HR data).
• Documentation means user guides, policies, specs, or FAQs we publish for the Service.
• Seats means the number of licenced User allocations under Customer’s subscription.
• Subscription Term means the monthly period for which fees are paid and during which the Service is provided.
• Third-Party Services means any non-InkyHR software, data source, integration, or service.
• VAT means value added tax chargeable in the UK.

3. Service; Scope; Changes

1. Provision. Subject to these Terms, we provide access to the Service for the Subscription Term. Features vary by plan.
2. Roadmap. We may modify features, interfaces, or components to improve reliability, security, or usability. Material changes will be communicated where reasonably practicable.
3. Additional Modules. We may release optional add-on modules or features (“Additional Modules”). They may have supplementary terms which apply in addition to, and prevail over, these Terms if inconsistent.
4. Beta Services. Beta Services are provided as-is and may be changed or withdrawn at any time. Use is at Customer’s risk and does not form part of the Service for any uptime, warranty, or support commitment.
5. Third-Party Services. The Service may enable interoperability with Third-Party Services (e.g., SSO, payroll, analytics). Third-Party Services are governed solely by their providers. We do not warrant or support Third-Party Services and are not liable for their acts or omissions.
6. Open-Source Software. The Service may include OSS components under their own licences. Those licences govern the OSS components; these Terms govern the Service as a whole.

4. Subscription Term; Start; Renewal; Trials

1. Start. The initial Subscription Term begins on the date the Customer first activates the Account (the “Start Date”).
2. Rolling monthly. Subscriptions renew automatically on the 1st of each calendar month unless cancelled before renewal. We do not currently offer annual or multi-year terms.
3. Trials/Evaluations. Any free trial is provided as-is and may be terminated at any time. On expiry, continued use requires a paid subscription.
4. Suspension for non-payment. If payment fails or is overdue, we may suspend access until paid. Continued non-payment may result in termination.

5. Fees; Taxes; Billing; Seats

1. Billing via Stripe. Fees are billed in advance through Stripe. The Customer authorises recurring charges to the payment method on file.
2. Prices; VAT. Prices are exclusive of VAT and other applicable taxes, which will be added where due. Customer is responsible for all taxes except taxes on our net income.
3. Adding Seats (pro rata). Seats added mid-month incur a pro-rated fee for the remainder of the current month and are then charged in full from the next renewal.
4. Removing Seats (no pro rata). Seat reductions requested during a month take effect from the next renewal. No refunds/credits apply for the current month.
5. Price changes. We may change prices with advance notice. New prices apply from the next renewal unless the Customer cancels before that date.
6. Late payment. Overdue amounts may accrue interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998. We may recover reasonable costs of collection.
7. No set-off. Customer may not withhold or set off fees against any amounts we allegedly owe.

6. Access and Acceptable Use

1. Licence. During the Subscription Term and subject to these Terms, we grant a non-exclusive, non-transferable right for Customer to permit Users to access and use the Service solely for Customer’s internal business purposes.
2. Customer responsibilities. Customer must: (a) ensure Users comply with these Terms and the Documentation; (b) keep login credentials confidential; (c) prevent unauthorised access; (d) promptly notify us of suspected misuse or breach; (e) comply with applicable laws (including employment and data-protection laws).
3. Restrictions. Customer shall not: (a) copy, modify, translate, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble; (c) access the Service to build a competing product; (d) bypass or interfere with security or usage limits; (e) introduce malware; (f) use the Service for unlawful, discriminatory, or harmful purposes; or (g) permit third-party timesharing, service bureau, or outsourcing use.
4. No legal/HR advice. The Service is a software tool and does not constitute legal, tax, or HR advice. Customer remains responsible for all employment decisions and compliance.

7. Service Availability; Support; Maintenance

1. Availability. We aim for high availability but do not guarantee uninterrupted or error-free operation. Temporary unavailability for maintenance or events beyond reasonable control is not a breach.
2. Maintenance. We may perform maintenance, updates, and upgrades. Where practicable, we will provide notice for planned maintenance likely to cause material disruption.
3. Support. Standard support is provided via the channels published on our site or Documentation. Enhanced support, if any, may be subject to separate terms.

8. Security; Data Location; Data Retention and Return

1. Security measures. We implement reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, alteration, and loss.
2. Data location. Customer Data is currently hosted in the United Kingdom on infrastructure we control on-premises. If we migrate hosting (e.g., to UK/EU Azure), we will notify affected Customers and apply appropriate safeguards.
3. Data retention and deletion. Following termination or expiry, we will retain Customer Data for a short administrative period, then securely delete it unless required by law to retain it longer.
4. Return/export. Prior to termination or within the administrative retention window, Customer may export Customer Data using available export tools or request a reasonable export. We may charge a reasonable fee for bespoke export assistance.

9. Data Protection (UK GDPR)

1. Roles. For Customer Data, Customer is Controller and we are Processor. We process Customer Data only on documented instructions to provide the Service.
2. Lawfulness. Customer is responsible for the lawfulness of Personal Data processing (e.g., providing fair processing notices to Data Subjects and establishing a legal basis).
3. Processor obligations. We will: (a) process only on Customer instructions; (b) keep Personal Data confidential; (c) implement security measures under clause 8; (d) assist with Data Subject requests, data-security incidents, and DPIAs where reasonable; (e) on request, delete or return Personal Data at end of processing; (f) make available information reasonably necessary to demonstrate compliance.
4. Sub-processors. We currently perform most processing in-house. If we appoint sub-processors, we will impose data-protection terms no less protective than these and remain responsible for their performance. On request, we will provide details of material sub-processors.
5. International transfers. If we transfer Personal Data outside the UK/EEA, we will implement appropriate safeguards (e.g., UK IDTA / EU SCCs).
6. Incidents. In the event of a personal-data breach affecting Customer Data, we will notify Customer without undue delay after becoming aware and provide information to support Customer’s compliance obligations.
7. DPA. A separate Data Processing Addendum (DPA) is available on request and, once signed, forms part of these Terms.

10. Confidentiality

1. Obligation. Each party shall protect the other party’s Confidential Information with at least the same care it uses to protect its own, and not disclose it except to employees, professional advisers, or contractors with a need to know and subject to confidentiality obligations.
2. Exclusions. Confidential Information excludes information that: (a) is public through no breach; (b) was lawfully known before disclosure; (c) is independently developed; or (d) is rightfully received from a third party without duty of confidentiality.
3. Compelled disclosure. A party may disclose Confidential Information if required by law, court, or regulator, provided it (where lawful) notifies the other party and cooperates to limit disclosure.
4. Survival. Confidentiality obligations survive for five (5) years from disclosure, or indefinitely for trade secrets.

11. Intellectual Property; Feedback; Telemetry

1. Ownership. The Service, Documentation, and all related IP rights are and remain owned by Systematic Studios or its licensors. No rights are granted except as expressly stated.
2. Customer Data. Customer retains all rights in Customer Data. We may process Customer Data solely to provide and improve the Service.
3. Aggregated insights. We may analyse de-identified and aggregated usage data to improve the Service and create analytics; such outputs will not identify Customer or individuals.
4. Feedback. Customer grants us a perpetual, irrevocable, worldwide, royalty-free licence to use feedback or suggestions for any purpose without attribution or compensation.
5. Telemetry. The Service may collect standard diagnostic and usage telemetry. Telemetry is used to maintain, secure, and improve the Service.

12. Warranties and Disclaimers

1. Skill and care. We warrant that we will provide the Service with reasonable skill and care.
2. Authority. We warrant we have the right to provide the Service and to enter into these Terms.
3. Disclaimer. Except as expressly stated, the Service and Beta Services are provided “as is” and “as available”. To the fullest extent permitted by law, all implied warranties (merchantability, fitness for purpose, non-infringement, satisfactory quality) are excluded.
4. No guarantee. We do not warrant that the Service will be uninterrupted, error-free, or meet specific results; or that any data or outputs will be accurate, complete, or suitable for Customer’s purposes.
5. Third-Party Services. We disclaim all responsibility for Third-Party Services and their data, outputs, or actions.

13. Indemnities

13.1 Customer indemnity

Customer shall indemnify, defend, and hold harmless Systematic Studios, its Affiliates, officers, directors, employees, agents, and assigns from and against all losses, damages, liabilities, judgments, fines, penalties, costs, and expenses (including reasonable legal fees and amounts paid in settlement) (“Losses”) arising out of any third-party claim, demand, action, or proceeding (“Claim”) to the extent arising from or related to:

• (a) Customer’s or Users’ access to or use of the Service in breach of these Terms;
• (b) Customer Data, User Content, or instructions provided by or on behalf of Customer;
• (c) any employment decision or action taken by Customer using or relying on the Service;
• (d) Customer’s breach of law (including data-protection and employment laws) or infringement of third-party rights (including privacy or IP); or
• (e) Customer’s violation of acceptable-use obligations.

13.2 InkyHR IP indemnity

We shall indemnify and defend Customer against a Claim alleging that the Service, when used in accordance with these Terms, directly infringes a UK patent, copyright, database right, or trade mark, and pay damages finally awarded or agreed in settlement, provided that Customer:

• (a) promptly notifies us in writing;
• (b) grants us sole control of the defence and settlement; and
• (c) provides reasonable cooperation at our expense.

We have no obligation to the extent the Claim arises from: (i) modification of the Service not made by us; (ii) combination with materials not provided by us; (iii) use not in accordance with these Terms or the Documentation; or (iv) Customer Data or Third-Party Services.

Remedies. If the Service is, or in our opinion likely to be, the subject of a Claim, we may: (1) procure the right for Customer to continue using it; (2) modify or replace it to be non-infringing; or (3) terminate access to the affected component and refund prepaid fees for the remaining unexpired Subscription Term for that component. This clause states the sole and exclusive remedy for IP infringement.

13.3 Procedure

The indemnified party must give prompt written notice (failure to do so relieves obligations only to the extent of material prejudice), grant sole control of defence and settlement (no settlement requiring admission or payment by indemnified party without its prior written consent), and provide reasonable assistance. The indemnifying party will keep the indemnified party reasonably informed.

14. Limitation of Liability

1. Non-excludable liability. Nothing limits a party’s liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot be excluded by law.
2. Cap. Subject to 14.1, each party’s total aggregate liability arising out of or in connection with these Terms (whether in contract, tort including negligence, breach of statutory duty, or otherwise) is limited to the total fees paid or payable by Customer to us for the Service in the 12 months preceding the event giving rise to the claim.
3. Exclusions. Subject to 14.1, neither party is liable for: (a) loss of profits, revenue, or anticipated savings; (b) loss or corruption of data; (c) loss of business, opportunity, goodwill, or reputation; (d) indirect, special, exemplary, punitive, or consequential loss.
4. Mitigation. Each party shall take reasonable steps to mitigate losses.
5. Allocations of risk. Fees reflect the allocations of risk and limitations of liability in these Terms.

15. Suspension and Termination

1. Suspension. We may suspend access immediately if: (a) required by law; (b) we reasonably suspect a security incident, fraudulent use, or material breach; or (c) fees are overdue. We will restore access when the cause is remedied.
2. Termination for convenience. Either party may terminate on 30 days written notice, effective at the end of the then-current month.
3. Termination for cause. Either party may terminate immediately if the other materially breaches these Terms and fails to cure within 14 days of written notice, or becomes insolvent, has an administrator or receiver appointed, or ceases to carry on business.
4. Consequences. On termination: (a) all fees due become immediately payable; (b) access ceases; (c) Customer may export Customer Data within the retention window; (d) we will delete Customer Data thereafter, subject to legal retention.
5. Survival. Clauses that by their nature should survive (including 5, 6.3–6.4, 8–11, 12–14, 18–22) shall survive termination.

16. Compliance; Export; Sanctions; Public Sector Use

1. Compliance with law. Each party shall comply with applicable laws and regulations in connection with the Service.
2. Export controls and sanctions. Customer represents it is not subject to UK or other applicable sanctions and will not use the Service in violation of export-control or sanctions laws.
3. Anti-bribery; modern slavery. Each party shall comply with the Bribery Act 2010 and Modern Slavery Act 2015.
4. Government/public sector. If Customer is a public authority, any conflicting procurement rules or mandatory terms will only apply if expressly agreed in writing.

17. Audit (lightweight); Records

1. Licence compliance. During the Subscription Term and for 12 months thereafter, we may request (not more than once per 12-month period) reasonable evidence that Seat counts and use comply with these Terms. Customer shall provide such evidence within 14 days.
2. No access to HR content. Any audit right is limited to usage/entitlement verification and shall not require access to HR records or Personal Data content.

18. Notices; Communication

1. Form. Notices must be in writing and delivered by email or recorded post to the addresses on file. Notices via the Service interface or email are effective the next business day after sending; postal notices are effective on receipt.
2. Operational messages. Service announcements, maintenance notices, and administrative messages may be provided in-app or by email.

19. Publicity; Marks

1. We may identify Customer by name and logo as an InkyHR customer in marketing materials and on our website. Customer may opt-out by written notice.
2. Each party retains its trade marks. No licence to use branding is granted except as stated.

20. Assignment; Subcontracting; Change of Control

1. Assignment. Customer may not assign, novate, or transfer these Terms (by operation of law or otherwise) without our prior written consent. We may assign or novate to an Affiliate or successor in interest.
2. Subcontracting. We may use subcontractors; we remain responsible for their performance.
3. Change of control. A change of control of a party is not an assignment, but the affected party shall notify the other within a reasonable period.

21. Relationship; Third-Party Rights; Counterparts

1. Relationship. The parties are independent contractors; nothing creates a partnership, agency, fiduciary, or employment relationship.
2. Third-Party Rights. Except for indemnified parties expressly identified, a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
3. Electronic acceptance. These Terms may be accepted electronically. Copies, PDFs, and counterparts are effective as originals.

22. Order of Precedence; Severability; Waiver; Interpretation

1. Order. If there is a conflict, the following order applies: (1) a mutually signed DPA (for processing matters); (2) any mutually signed Additional Module terms; (3) these Terms; (4) Documentation. Customer purchase orders or terms have no effect unless expressly accepted in writing.
2. Severability. If any provision is invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to be valid; the remainder remains in force.
3. Waiver. Failure to enforce any provision is not a waiver of that or any other provision.
4. Headings. Headings are for convenience only and do not affect interpretation.
5. “Including”. “Including” means “including without limitation”.

23. Governing Law and Jurisdiction

1. These Terms and any dispute or claim (including non-contractual disputes or claims) are governed by the laws of England and Wales.
2. The parties submit to the exclusive jurisdiction of the courts of England and Wales.