Terms of use — Harriet

Where this Agreement conflicts with an executed Order Form, the Order Form prevails.

These terms and conditions (the "Licence Terms") are made and entered into on the Effective Date by execution of an Order Form referencing these Licence Terms (each an "Order Form" and together with these Licence Terms the "Agreement") by and between JustParent Ltd (company number 14338607), registered office at 17 Baalbec Road, London, N5 1QN, United Kingdom ("Harriet" or "the Company"), a company incorporated in England and Wales, and you (the "Customer").

Harriet is a trading name of JustParent Ltd. By accessing or using the Services, Customer agrees to this Agreement.

Related documents: Privacy policy · Data Processing Addendum · Sub-processors · Cookie policy

Definitions

In this Agreement:

"Agreement" — these Licence Terms together with any applicable Order Form and documents incorporated by reference (including the DPA).
"Associated Companies" — any company that controls, is controlled by, or is under common control with a party.
"Authorised Users" — individuals authorised by Customer to use the Services under Customer's subscription.
"Claim Year" — the twelve-month period beginning on the Effective Date and each anniversary thereof.
"Confidential Information" — non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential.
"Customer Data" — data, content, and information submitted to or generated through the Services by or on behalf of Customer or its Authorised Users, including personal data of Customer's personnel.
"Effective Date" — the date Customer first accepts this Agreement or signs an Order Form, whichever is earlier.
"Force Majeure Event" — an event beyond a party's reasonable control (including natural disaster, war, terrorism, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labour or materials) that prevents or delays performance.
"Inappropriate Content" — content that is unlawful, harmful, threatening, defamatory, obscene, or that facilitates illegal activity or infringes third-party rights.
"Initial Term" — the initial subscription period specified in the Order Form, or one month for self-serve subscriptions if not otherwise specified.
"Order Form" — an order document, online checkout, or other commercial agreement referencing these Licence Terms.
"Personal Data" — has the meaning given in applicable data protection law.
"Renewal Term" — each renewal period after the Initial Term as specified in the Order Form or, for self-serve month-to-month plans, each successive monthly period.
"Services" — the web-based software-as-a-service described at https://harriethq.com, as updated by Harriet from time to time.
"Subscription Plan" — the plan and features Customer subscribes to under an Order Form or through self-serve checkout.
"Territory" — worldwide unless otherwise specified in an Order Form.

Grant of licence

Subject to payment of applicable fees, the restrictions in this Agreement, and the applicable Order Form, Harriet grants Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable right during the Term to use the Services in the Territory in accordance with this Agreement.

Except as expressly permitted in the Agreement or as may be permitted by applicable law, Customer shall not and shall procure that its Authorised Users shall not:

make alterations to, or modifications of, the whole or any part of the Services or permit the Services or any part of them to be combined with, or become incorporated in, any other programs;
disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services or attempt to do any such thing;
provide, commercially exploit or otherwise make available the Services in any form to any person, unless stated otherwise in this Agreement;
access all or any part of the Services in order to build a product or service which competes with the Services;
use the Services to provide services to third parties; or
access or use the Services for any illegal activities.

Service levels and support

The Company will use commercially reasonable endeavours to maintain a target monthly availability of 99.5% for the production Services, excluding planned maintenance (with reasonable advance notice where practicable) and Force Majeure Events.

Service credits for downtime, where applicable, are set out in the Order Form or applicable SLA. Service credits are Customer's sole financial remedy for downtime, save in respect of liabilities that cannot be excluded by law.

Charges and payment

Self-serve and month-to-month subscriptions

Customer may cancel a month-to-month Subscription Plan at any time. The subscription remains active until the next billing date; cancellation then takes effect and Customer will not be charged again for subsequent periods.

Annual and Order Form subscriptions

Term, renewal, and any early-termination fees for annual or other fixed-term subscriptions are as set out in the applicable Order Form. Unless the Order Form states otherwise, pre-paid fees are non-refundable on Customer-initiated termination for convenience.

General payment terms

Customer shall pay fees associated with the Subscription Plan, calculated based on the Company's usage and pricing information. Company will charge Customer by credit card monthly in advance for fees due unless agreed otherwise.

Where an invoice is not settled by credit card, Customer shall pay invoices in full and without deduction within fourteen (14) days of the invoice date in the currency specified in the Order Form.

Fees are non-refundable except where Customer terminates for Company's uncured material breach, in which case Company will refund pre-paid Fees for unused Subscription periods on a pro-rata basis.

All amounts are exclusive of applicable taxes. Customer is responsible for all taxes relating to the Agreement except taxes based on Company's net income.

If Company has not received payment for undisputed invoices by the due date, Company may, after giving prior written notice:

for self-serve subscriptions, disable access after two (2) days; and
for subscriptions governed by an Order Form, disable access after ten (10) business days,

and charge interest on overdue amounts at the higher of (i) Bank of England base rate plus 8% per annum or (ii) the maximum rate permitted by law.

Customer obligations

Customer shall:

comply with Company's reasonable instructions relating to implementation and use of the Services;
notify Company promptly of issues and provide co-operation reasonably required to diagnose and remedy them;
procure that Authorised Users: (i) use the Services in accordance with the Agreement; (ii) comply with applicable laws; (iii) use the Services for lawful purposes only; and (iv) comply with applicable anti-bribery, sanctions, export control, and data protection laws;
use reasonable efforts to prevent unauthorised access to the Services and promptly notify Company of any unauthorised access;
be solely responsible for the accuracy, completeness, and lawfulness of Customer Data;
obtain and maintain all consents and legal bases required for Company to use and process Customer Data in providing the Services; and
not upload or transmit Viruses or Inappropriate Content. Company may disable access to or remove such content and may terminate for material breach.

Customer warrants that it has obtained and maintained all required authorisations and consents.

Customer agrees to abide by fair use limitations imposed by Company from time to time to protect reasonable business interests, provided such restrictions do not materially diminish the value of the Services.

Customer agrees to defend, indemnify and hold harmless Company and Associated Companies from claims arising from Customer's use of the Services in violation of the Agreement and/or from Customer Data (except to the extent caused by Company's breach of the Agreement).

Customer Data

Customer grants Company a non-exclusive, royalty-free, worldwide, non-transferable licence to host, copy, transmit, display, and process Customer Data solely as necessary to provide and support the Services.

Company will not use Customer Data, or any derivatives of it, to train Harriet's AI models, and will contractually require LLM sub-processors not to use Customer Data to train their models. Customer Data is transmitted to LLM sub-processors as necessary to deliver AI features. Those providers may retain inputs and outputs for limited periods as permitted under their applicable terms.

Company may use aggregated and de-identified data (which does not identify any individual, customer, or customer's personnel) to operate, secure, and improve the Services.

Customer acknowledges that Company is not responsible for loss, destruction, alteration or disclosure of Customer Data caused by third parties (except those sub-contracted by Company for data maintenance and back-up) unless solely caused by Company's negligence or wilful misconduct.

On termination, Company will handle Customer Data as set out in the DPA and will, on request, make Customer Data available for export for 30 days after termination in a documented format.

Beta and preview features

Features designated as "beta", "preview", or "early access" are provided as-is. The warranties and service levels in this Agreement do not apply to beta or preview features unless expressly stated otherwise.

Data protection

For Personal Data processed by Company on behalf of Customer, Customer is the Data Controller and Company is the Data Processor.

The terms of the Data Processing Addendum are incorporated into this Agreement and govern that processing.

Customer's Privacy policy describes how Company processes personal data when acting as controller (for example for website visitors and account administrators).

Security

Company implements appropriate technical and organisational measures to protect Customer Data. Details of current security controls and certifications are available in our Trust Center.

Insurance

Company maintains commercially reasonable insurance, including cyber liability and professional indemnity, appropriate to the Services.

Company intellectual property

Customer acknowledges that Company and its licensors own all intellectual property rights in the Services, excluding Customer Data. Except as expressly stated, the Agreement does not grant Customer any rights in the Services or underlying technology.

IP indemnity

Company will defend Customer against third-party claims that the Services, when used in accordance with the Agreement, infringe a third party's intellectual property rights, and will indemnify Customer for damages and reasonable legal fees finally awarded against Customer (or agreed in settlement), provided Customer promptly notifies Company, grants Company control of the defence, and provides reasonable assistance.

Company's obligations do not apply to claims arising from: (i) modifications to the Services not made by Company; (ii) combination of the Services with non-Harriet products or data; (iii) use of the Services in breach of the Agreement; or (iv) use of a version of the Services where an non-infringing alternative was made available.

If the Services become, or in Company's opinion are likely to become, the subject of an infringement claim, Company may at its option procure the right for Customer to continue using the Services, modify the Services to be non-infringing, or terminate the affected Services and refund pre-paid unused fees on a pro-rata basis.

Warranty

Company warrants that the Services will be provided with reasonable skill and care during the Term.

The warranty does not apply to non-conformance caused by Customer's misuse, modification by third parties, or beta/preview features.

If the Services do not conform with the warranty, Company will use commercially reasonable efforts to correct non-conformance within a reasonable period. This clause sets out Customer's sole remedy and Company's entire liability for breach of this warranty.

Notwithstanding the foregoing, Company does not warrant uninterrupted or error-free operation, or that the Services will meet Customer's requirements. Company is not responsible for delays or failures caused by communications networks, third-party applications, or Customer's systems.

Term and termination

Either party may terminate the Agreement on written notice if the other party is in material breach and (where remediable) fails to remedy within thirty (30) days of notice, or if the other party becomes insolvent or enters analogous proceedings.

On termination or expiration:

Customer's rights of use terminate immediately and Customer shall cease use of the Services;
Customer shall pay all undisputed fees due through the effective date of termination; and
for fixed-term Order Forms, any early-termination fees are as specified in the Order Form (not by default acceleration of the full remaining term unless the Order Form says so).

Confidentiality

Each party may receive Confidential Information from the other. Each party shall hold the other's Confidential Information in confidence and not disclose it except as permitted by the Agreement or required by law.

Confidential Information excludes information that is public through no fault of the receiving party, was already known, is independently developed, or is received from a third party without restriction.

Confidentiality obligations survive termination for five (5) years, except for trade secrets, which remain protected for as long as they qualify as trade secrets.

Limitation of liability

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

Except for amounts owed by Customer and subject to the previous paragraph, each party's aggregate liability in any Claim Year is limited to the total Fees paid by Customer during that Claim Year.

Neither party is liable for indirect, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data, except where such exclusion is not permitted by law.

Company is not liable for third-party products accessed through the Services, failures in equipment not under Company's control, Customer's acts or omissions, or use of the Services in breach of the Agreement — except where Company caused or contributed to the loss through its negligence or wilful misconduct, subject to the aggregate cap above.

Customer assumes sole responsibility for results obtained from use of the Services.

Company is not liable for failure to perform due to a Force Majeure Event, provided it gives Customer notice and uses reasonable efforts to resume performance.

Consumer rights

Nothing in this Agreement excludes or limits rights Customer may have under applicable consumer protection law when acting as a consumer. For self-serve sign-up, Customer represents that it is acquiring the Services for business purposes and not as a consumer, unless otherwise agreed in writing.

Marketing

With Customer's prior written consent (which may be given by an authorised representative, including by email), Company may use Customer's name and logo in customer lists and on its website. Any press release or case study requires Customer's prior written consent, not to be unreasonably withheld.

General

Entire Agreement. The Agreement together with its Order Form(s) and incorporated documents sets out the entire agreement and supersedes prior agreements on the same subject. Customer's purchase order terms do not apply unless expressly agreed in writing.

Governing law. The Agreement is governed by the laws of England and Wales. The parties submit to the non-exclusive jurisdiction of the English courts.

Third party rights. No person who is not a party to the Agreement has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce it.

Subcontracting and assignment. Company may use subcontractors and remains responsible for their performance. Company may assign the Agreement to a successor. Customer may assign the Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided the successor is not a competitor of Company and Customer gives notice.

Notices. Notices shall be in English and sent to:

Company: JustParent Ltd, 17 Baalbec Road, London, N5 1QN, United Kingdom; legal@harriethq.com
Customer: the address or email on the Order Form or account

Email notice is valid when sent to the designated address, unless applicable law requires otherwise.

Variations. The Agreement may only be modified in writing signed by authorised representatives of both parties, except that Company may update these online Licence Terms for new subscriptions by posting an updated version with notice; existing Order Form customers are governed by their Order Form version unless they agree to an update.

Severability. If any provision is invalid, the remainder continues in effect and the invalid provision is replaced with a valid provision closest to the original intent.

Waiver. Failure to enforce a provision is not a waiver of future enforcement.

Survival. Provisions intended to survive termination (including confidentiality, data protection, limitation of liability, and payment obligations) shall survive.

Contact

Questions about these terms: legal@harriethq.com

Postal address: JustParent Ltd, 17 Baalbec Road, London, N5 1QN, United Kingdom.