Subscription Agreement

1.1This Agreement is between Nambra, MB, a company registered in Lithuania under company code 307624165 (“OakHive”, “we”, “us”), and the organisation identified as the customer on the Order Form (“Customer”, “you”).

1.2It applies from the earlier of the date you sign an Order Form and the date you first access the Service.

1.3This is a business-to-business agreement. The Service is not offered to consumers, and nothing in it is intended to affect rights a consumer would have under mandatory law.

Service

The OakHive platform: the interview engine and its browser channel, the customer portal, and the knowledge search built on completed interviews.

Order Form

The document recording what you have bought — subscription tier, term dates, included capacity, fees, and any negotiated terms.

Customer Data

All data you or your Users put into the Service, and everything the Service produces from it: interview transcripts, the generated summaries, handover runbooks, coverage records, manager notes, and configuration.

User

An individual you authorise to use the Service — an administrator, a manager, an HR user, a viewer, or a successor granted access to a handover.

Participant

An individual who takes part in an interview. A Participant is not necessarily a User: most Participants never log in to the portal.

Output

Material the Service generates using an AI model, including summaries, handover documents, coverage records and answers returned by knowledge search.

Additional Capacity

Interviews or interview time purchased beyond what your subscription includes, as described in the Billing, Renewal and Refund Policy.

3.1You order the Service by signing an Order Form. The Order Form sets the subscription tier, the initial term, the included capacity and the fees.

3.2Any purchase order you issue is for your own administrative convenience. Terms printed on a purchase order, vendor portal or similar document do not apply and are expressly rejected, even if we acknowledge or invoice against that document.

3.3Orders are non-cancellable and fees are non-refundable except where this Agreement or the Billing Policy says otherwise.

4.1For the term, and while you are current on fees, we grant you a non-exclusive, non-transferable, worldwide right to access and use the Service for your own internal business purposes, subject to this Agreement.

4.2The right extends to your Affiliates only where the Order Form names them. An Affiliate means an entity that controls, is controlled by, or is under common control with you.

4.3You must not, and must not permit anyone else to:

• resell, sublicense, rent or provide the Service to a third party as a service bureau;
• copy, modify, translate or create derivative works of the Service, or reverse engineer, decompile or disassemble any part of it, except to the extent that restriction is prohibited by applicable law;
• access the Service to build a competing product, or benchmark it for publication without our prior written consent;
• use the Service, or any Output, to train, fine-tune or evaluate a machine learning model other than as part of the Service itself;
• circumvent or interfere with the access controls, tenancy boundaries, rate limits or audit logging in the Service;
• use the Service in breach of the Acceptable Use Policy, which forms part of this Agreement.

5.1Access is granted through your Microsoft Entra ID tenant. You are responsible for who holds an account, what role they hold, and for removing access when someone leaves.

5.2You are responsible for your Users’ acts and omissions in the Service as though they were your own.

5.3Users must be at least 18 years old. The Service is not designed for, and must not be made available to, children.

5.4Accounts are personal to a User and must not be shared. If you believe an account has been compromised, tell us at security@oakhive.ai without delay.

6.1You are responsible for:

• the accuracy and lawfulness of Customer Data;
• configuring the Service correctly, including who may view an interview, who is assigned as a successor, and what retention period applies to your tenant;
• reviewing Output before you act on it, or before you share it beyond the people the Service already discloses it to;
• maintaining your own Microsoft 365 environment, including the permissions the Service needs to join meetings and read calendars.

6.2The Service applies your retention setting. You choose the period, and you are responsible for choosing one that matches your own legal obligations.

7.1You decide that an interview happens, who is interviewed, what is asked, and who may read the result. You are the controller of that processing; we are your processor.

7.2You warrant that, for every interview you schedule:

• you have a lawful basis for the processing under applicable data protection law, and have completed any assessment that law requires of you;
• you have given the Participant the information transparency law requires, including by making the Interview Privacy Notice available to them;
• you have complied with any consultation or information obligations you owe to works councils, unions or employee representatives;
• participation is not obtained by coercion, and declining does not disadvantage the Participant.

7.3The Service provides a decline option and records only that the Participant declined, never a reason. You must not configure or use the Service to defeat that.

7.4Interviews are conducted by an AI interviewer, and the Service tells Participants so. You must not represent to a Participant that they are speaking to a human being.

7.5You must not use the Service to make, or to materially inform, a decision producing legal or similarly significant effects for an individual — including dismissal, discipline, promotion, remuneration or the content of a reference. The Service is built to capture knowledge, not to evaluate people, and it does not score, rank or rate anyone.

8.1Our processing of personal data on your behalf is governed by the Data Processing Agreement, which is incorporated into this Agreement and takes precedence over it on any data protection question.

8.2The current list of subprocessors is published at /legal/subprocessors. We give at least 30 days’ notice before a new subprocessor begins processing, and you may object on reasonable data protection grounds as set out in the DPA.

8.3We will notify you of a personal data breach affecting Customer Data without undue delay and in any event within 72 hours of becoming aware of it.

9.1As between the parties, you own all Customer Data, including Output generated from it. We claim no ownership of it.

9.2You grant us a licence to host, copy, transmit, display and process Customer Data solely to provide, secure and support the Service, and to comply with law. That licence ends when the data is deleted.

9.3We do not train models on Customer Data. Customer Data is not used to train, fine-tune or improve any machine learning model, whether ours or a third party’s. Our subprocessors process Customer Data only on our instructions and for the purposes set out in the subprocessor list; their own retention terms are stated there.

9.4We may compile aggregated statistics about how the Service is used — volumes, error rates, performance — and use them to operate and improve the Service. Those statistics never identify you, a User, a Participant, or the content of any interview, and are never disclosed in a form that could.

10.1Each party may receive information the other treats as confidential. Each party will use the other’s confidential information only to perform this Agreement, protect it with at least the care it uses for its own, and disclose it only to personnel and advisers who need it and are bound to equivalent obligations.

10.2These obligations do not apply to information that is public through no breach, was already known free of obligation, is independently developed, or is lawfully received from a third party.

10.3A party may disclose confidential information where law or a court requires it, giving the other party notice in advance where it is lawful and practicable to do so.

10.4These obligations continue for five years after the Agreement ends, and indefinitely for Customer Data and for anything that constitutes a trade secret.

11.1We own the Service and everything in it, including its software, models, prompts, interview methodology, documentation and brand. Nothing in this Agreement transfers any of it to you beyond the right of use in section 4.

11.2“OakHive” and the OakHive mark are trade marks of Nambra, MB, registered or pending. You may use them only to identify the Service, and only during the term.

11.3If you send us feedback, ideas or suggestions about the Service, we may use them freely and without obligation to you. We will not identify you as the source without your consent.

12.1Fees are as stated on the Order Form, in EUR. Subscription fees are payable in advance for the term; Additional Capacity is billed monthly in arrears.

12.2Invoices are payable within 14 days of the invoice date, without set-off or deduction.

12.3Fees are exclusive of VAT and any other tax. Where you are a business established in another EU member state and provide a valid VAT identification number, the reverse charge applies and the invoice will say so. Where you are established outside the EU, the supply is outside the scope of EU VAT. Where you are established in Lithuania, local VAT applies at the prevailing rate.

12.4If a payment is more than 15 days late we may suspend the Service under section 20, and may charge statutory late payment interest and recovery costs under the law implementing Directive 2011/7/EU on late payment in commercial transactions.

12.5Full detail — capacity, overages, renewals and refunds — is in the Billing, Renewal and Refund Policy.

13.1The initial term is stated on the Order Form. Unless the Order Form says otherwise, the subscription then renews automatically for successive periods equal to the initial term.

13.2Either party may stop a renewal by giving written notice at least 30 days before the end of the current term.

13.3We will give you at least 60 days’ notice before a price change takes effect at renewal. That notice is deliberately longer than the notice you must give to stop the renewal, so you can always act on a price change before your own window closes.

13.4Either party may terminate for material breach if the other fails to cure it within 30 days of written notice describing it, or immediately if the other becomes insolvent, enters liquidation or administration, or ceases to trade.

13.5You may terminate immediately if we make a change that materially and adversely reduces the Service and we do not restore it within 30 days of your notice.

13.6Where we terminate under 13.4, or you terminate for convenience mid-term, fees for the remainder of the term remain payable. Where you terminate under 13.4 or 13.5, we will refund fees you have paid for the unused remainder of the term on a pro-rata basis.

14.1For 30 days after the Agreement ends, you may ask us to export Customer Data, and we will provide it in a structured, machine-readable format.

14.2We will delete Customer Data from live systems within 60 days of the end of the Agreement, and from backups within 90 days as those backups age out on their normal cycle.

14.3We may keep records we are required by law to keep, and minimal records of the contractual relationship. Those records do not include interview content.

14.4Deletion of interviews during the term follows your tenant’s retention setting, described in the DPA.

15.1Support is available by email to support@oakhive.ai during Monday to Friday, 09:00–17:00 Eastern European Time, excluding Lithuanian public holidays. We aim to respond first within one business day.

15.2That aim is a target, not a service level. We do not currently offer a published uptime commitment or service credits. Where an Order Form includes a service level, that Order Form governs.

15.3We may carry out maintenance that interrupts the Service. We will give reasonable notice of planned maintenance where we can, and may act without notice where security requires it.

16.1Each party warrants that it has the authority to enter into this Agreement and that doing so does not breach any other obligation it has.

16.2We warrant that we will provide the Service with reasonable skill and care, in accordance with its documentation, and that we will not materially reduce its overall functionality during a paid term.

16.3We warrant that we will maintain the technical and organisational measures described in the Security Overview and the DPA, and will not materially weaken them during the term.

16.4Your exclusive remedy for breach of 16.2 is for us to correct the Service or, if we cannot within a reasonable period, for you to terminate and receive a pro-rata refund of prepaid fees for the unused term.

17.1Output is produced by AI models. It may be incomplete, may misinterpret what a Participant meant, and may state something confidently that is wrong. We do not warrant that Output is accurate, complete or fit for any particular decision.

17.2Output is not legal, financial, medical, employment or other professional advice, and must not be used as a substitute for it.

17.3You are responsible for reviewing Output before relying on it or distributing it further. Where Output will inform a consequential decision, a human must review the underlying material.

17.4Except as expressly stated in section 16, the Service is provided without warranties of any kind, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent the law allows.

18.1We will defend you against a third-party claim that the Service, used as permitted, infringes that party’s intellectual property rights, and will pay damages finally awarded or agreed in settlement.

18.2If such a claim is made or looks likely, we may modify the Service so it no longer infringes, obtain a licence to continue, or terminate the affected subscription and refund prepaid fees for the unused term.

18.318.1 does not apply where the claim arises from Customer Data, from your use in breach of this Agreement, from a modification you made, or from combining the Service with something we did not supply.

18.4You will defend us against a third-party claim arising from Customer Data, from your breach of section 7, or from your use of the Service in breach of this Agreement, and will pay damages finally awarded or agreed in settlement.

18.5The indemnified party must notify the other promptly, give it control of the defence, and co-operate reasonably. A settlement that admits fault or imposes an obligation on the indemnified party needs that party’s consent.

19.1Neither party excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be excluded or limited by law.

19.2Neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business or loss of goodwill, however arising.

19.3Subject to 19.1 and 19.4, each party’s total liability arising out of or in connection with this Agreement is limited in aggregate to the fees paid or payable by you in the 12 months before the event giving rise to the liability.

19.4The cap in 19.3 does not apply to:

• your obligation to pay fees;
• a party’s breach of its confidentiality obligations in section 10;
• a party’s wilful misconduct.

19.5These limitations apply however liability arises, whether in contract, tort including negligence, breach of statutory duty or otherwise, and reflect the allocation of risk the fees are set against.

20.1We may suspend all or part of the Service where:

• an invoice is more than 15 days overdue and we have given you notice;
• we reasonably believe the Service is being used in breach of the Acceptable Use Policy or unlawfully;
• suspension is needed to protect the security or integrity of the Service or of another customer’s data.

20.2We will limit a suspension to what the circumstances require, restore the Service promptly once the cause is resolved, and — except where security makes it impossible — tell you before we suspend.

20.3Suspension does not relieve you of the obligation to pay fees for the suspended period, unless the suspension was our fault.

21.1We develop the Service continuously and may change how it works. We will not make a change that materially reduces its overall functionality or weakens its security during a paid term.

21.2We may update this Agreement and the policies it refers to. We will publish the change and, where it materially affects your rights or obligations, give you at least 30 days’ notice by email before it takes effect.

21.3If a change under 21.2 materially disadvantages you and we cannot agree an alternative, you may terminate before it takes effect and receive a pro-rata refund of prepaid fees for the unused term.

21.4Changes required by law, or needed to address a security risk, may take effect immediately. We will tell you as soon as we can.

22.1Neither party may use the other’s name, logo or trade marks in publicity without prior written consent. Consent may be given for a specific use and withdrawn for the future.

22.2We may name you internally and to our professional advisers, and may disclose the existence of this Agreement where law requires it or in confidence to an actual or prospective investor or acquirer.

23.1Each party will comply with applicable export control and economic sanctions laws, including those of the European Union, the Republic of Lithuania, the United Kingdom and the United States.

23.2You warrant that you are not, and are not owned or controlled by, a person subject to those sanctions, and that you will not make the Service available to such a person or in a territory subject to comprehensive sanctions.

23.3Each party will comply with applicable anti-bribery and anti-corruption law, and will not offer or accept any improper payment in connection with this Agreement.

24.1Neither party is liable for failure or delay caused by something beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, industrial action not involving its own workforce, government action, or failure of a public network or utility.

24.2The affected party will tell the other promptly and resume performance as soon as it reasonably can. If the event continues for more than 60 days, either party may terminate, and we will refund prepaid fees for the unused term.

24.3Force majeure does not excuse an obligation to pay money that has already fallen due.

25.1Notices under this Agreement must be in writing. Notices to us go to legal@oakhive.ai and, where the Order Form gives a postal address, to that address. Notices to you go to the contact named on the Order Form.

25.2An email notice is treated as received on the next business day after it is sent, provided no delivery failure is received.

25.3Operational messages about the Service — maintenance, incidents, subprocessor changes — may be sent to the administrator contacts registered in your tenant.

26.1Entire agreement. The Order Form, this Agreement, the DPA and the policies it refers to are the entire agreement between the parties on their subject matter, and replace any earlier statement or proposal. Neither party relies on any representation not set out in them. This does not limit liability for fraud.

26.2Assignment. Neither party may assign this Agreement without the other’s written consent, except that either may assign it in full to an affiliate or to a successor in a merger or sale of substantially all of its business, on notice.

26.3Subcontracting. We may use subcontractors and subprocessors to provide the Service. We remain responsible for their performance. Subprocessors handling personal data are governed by the DPA.

26.4Severability. If a provision is held unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed if that is not possible. The rest continues in force.

26.5Waiver. A failure to enforce a right is not a waiver of it.

26.6No partnership. Nothing creates a partnership, joint venture, agency or employment relationship between the parties.

26.7Third parties. Except for the indemnified parties in section 18, no one who is not a party has any right to enforce this Agreement.

26.8Survival. Sections 9, 10, 11, 14, 17, 18, 19, 26 and 27 survive termination, along with any other provision that by its nature should.

26.9Language. This Agreement is made in English. A translation is for convenience only, and the English text governs.

27.1This Agreement, and any dispute arising out of it including a non-contractual one, is governed by the laws of the Republic of Lithuania.

27.2The parties submit to the exclusive jurisdiction of the courts of Vilnius, Republic of Lithuania.

27.3The United Nations Convention on Contracts for the International Sale of Goods does not apply.

27.4Before starting proceedings, each party will raise the dispute in writing with the other and give it 30 days to resolve it. This does not prevent either party from seeking urgent interim relief at any time.

Questions about this agreement

Write to legal@oakhive.ai. If your question is about data protection specifically, privacy@oakhive.ai reaches the same people faster.