Terms & conditions

1. Agreement to these terms

These Terms of Service (“Terms”) govern your access to and use of the websites, software, and related services offered by Ukigai (collectively, the “Services”). By accessing or using the Services—whether as an individual user or on behalf of an organization—you agree to these Terms.

If you are using the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” and “your” refer to that entity.

If you do not agree to these Terms, do not use the Services.

These Terms are not legal advice. Laws vary; have qualified counsel review them for your situation.

2. The services

Ukigai provides cloud-based human resources and people operations software, including features that may include (depending on your subscription) employee directory, time away, performance workflows, documents, assets, expenses, and related tools.

We may modify, suspend, or discontinue parts of the Services (for example, to improve security, comply with law, or sunset legacy features). Where changes materially reduce core functionality for paying customers, we will use reasonable efforts to provide advance notice as described in your order or service-specific terms.

We may offer documentation, support, and status information as described on our website or in your agreement. Unless expressly stated, we do not guarantee a specific response time for non-contractual support channels.

3. Eligibility and accounts

You must be legally able to enter into contracts in your jurisdiction and, where the Services are offered only to businesses, you must use them for business purposes.

You are responsible for:

• Accurate registration information and keeping it current.
• Safeguarding credentials and any activity under your account.
• Notifying us promptly of unauthorized access or security incidents affecting your account.

We may refuse registration, suspend access, or close accounts that violate these Terms or pose a security or legal risk.

4. Customer responsibilities

4.1 Lawful use and employer obligations

If you use the Services to process information about employees or workers (for example, HR records, performance data, or documents), you (typically your organization) are responsible for:

• Complying with employment, labor, privacy, and data protection laws that apply to you as an employer or controller.
• Obtaining lawful bases, notices, and consents where required.
• Using the Services in a way that respects individual rights (access, correction, deletion, etc.) according to applicable law.

Ukigai provides tools; you remain responsible for how you configure and use them and for the lawfulness of your HR practices.

4.2 Accuracy and content

You are responsible for the accuracy, quality, and legality of data and materials you submit to the Services (“Customer Data”). You must not upload malware, unlawful content, or content that infringes third-party rights.

4.3 Restrictions

You agree not to:

• Use the Services in violation of law or third-party rights.
• Probe, scan, or test vulnerabilities without our prior written consent, or circumvent technical limits or security.
• Copy, resell, sublicense, or commercially exploit the Services except as expressly permitted.
• Use the Services to build a competing product or to train generalized AI models on Customer Data outside what we expressly offer as part of the Services.
• Interfere with other customers’ use or overload our infrastructure (for example, denial-of-service style traffic) except as reasonably incidental to normal use.

Some restrictions may be subject to mandatory exceptions under applicable law (for example, interoperability rights).

5. License to the services

Subject to these Terms and your payment obligations (if any), we grant you a non-exclusive, non-transferable (except as permitted in Section 16) right to access and use the Services during the subscription or trial term.

No ownership of the Services is transferred to you. All rights not expressly granted are reserved.

6. Customer data and our processing

As between you and Ukigai, you retain ownership of Customer Data. You grant Ukigai a limited license to host, process, transmit, display, and back up Customer Data solely to provide, secure, improve, and support the Services in accordance with these Terms and our Privacy Policy.

We handle personal data in Customer Data as described in our Privacy Policy and, where applicable, as processor under your instructions and any data processing addendum or order form we provide.

7. Intellectual property

Ukigai (and its licensors) owns the Services, including software, branding, documentation, and aggregate/anonymized insights derived from operation of the Services (that do not identify you or individuals).

If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them to improve our products without obligation to you, except where prohibited by law.

8. Fees, billing, and taxes

If you purchase a paid subscription, fees, billing cycle, and payment method are set out in your order, checkout flow, or invoice. Unless stated otherwise:

• Fees are non-cancellable for the current billing period except as required by law or expressly stated in writing.
• We may change prices for future renewal terms with reasonable advance notice.
• Taxes (such as VAT, GST, or sales tax) may be added where applicable.

Late payments may result in suspension of access after notice where contractually permitted.

9. Trials and beta features

We may offer free trials or beta functionality. Trials and betas may be time-limited, feature-limited, or withdrawn at any time. Beta features are provided “as is” with reduced warranties as described in Section 11.

10. Confidentiality

Each party may receive non-public information from the other (“Confidential Information”). The receiving party will use reasonable care to protect Confidential Information and use it only for purposes of these Terms, and will not disclose it except to personnel/advisers who need to know and are bound by similar obligations, or as required by law.

Customer Data is treated as your Confidential Information. Our Services and pricing are our Confidential Information.

11. Disclaimers

To the maximum extent permitted by applicable law, the Services are provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Services will be uninterrupted, error-free, or free of harmful components. You are responsible for appropriate backups and business continuity measures for Customer Data according to your needs.

12. Limitation of liability

To the maximum extent permitted by applicable law:

• Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenues, goodwill, data (except as required by data protection law), or business interruption, arising out of or related to the Services or these Terms, even if advised of the possibility.
• Our total aggregate liability arising out of or related to the Services or these Terms in any twelve-month period will not exceed the greater of (a) the fees you paid to us for the Services in that period, or (b) one hundred U.S. dollars (USD 100) if you have not paid fees (for example, during a free trial).

These limitations do not apply to liability that cannot be excluded under applicable law (for example, gross negligence, willful misconduct, death or personal injury caused by negligence, or fraud), or to your obligations under Section 13 (Indemnity).

13. Indemnity

You will defend, indemnify, and hold harmless Ukigai and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Data or your use of the Services in violation of these Terms or law; (b) your employment or HR practices; or (c) a dispute between you and your employees, contractors, or users.

We will promptly notify you of any claim we believe is subject to indemnity and cooperate reasonably. We may assume defense with counsel of our choice at our expense if you fail to assume defense in a timely manner.

14. Suspension and termination

We may suspend access to the Services if we reasonably believe there is a security risk, violation of law, non-payment (where applicable), or material breach of these Terms, in each case after notice where practicable and unless immediate suspension is necessary to protect the Services or others.

You may stop using the Services at any time. Paid subscriptions terminate according to your order (for example, end of term or notice period).

Upon termination, your right to access the Services ceases. We may delete Customer Data after a reasonable retention period consistent with our Privacy Policy, backups, and legal obligations, unless a separate agreement provides for export or longer retention.

15. Third-party services

The Services may integrate with or link to third-party services (for example, identity providers, payment processors). Those services are governed by their terms and privacy policies. We are not responsible for third-party services.

16. Assignment

You may not assign or transfer these Terms without our prior written consent, except to an affiliate or in connection with a merger or sale of substantially all of your assets, where the assignee agrees in writing to these Terms. We may assign these Terms in connection with a corporate transaction or to an affiliate.

17. Export and sanctions

You represent that you are not located in, under the control of, or a national or resident of any country or entity subject to comprehensive sanctions or embargoes where use of the Services would be prohibited, and that you will not use the Services in violation of export control or sanctions laws.

18. Governing law and disputes

Unless you have a separate written agreement with us that specifies otherwise, these Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles, and the state and federal courts located in Delaware shall have exclusive jurisdiction, subject to Section 19.

Nothing in these Terms limits non-waivable rights you may have under mandatory laws of your country of residence (for example, certain consumer or employment protections).

19. Mandatory local rights

If you are a consumer or a business located in the European Economic Area, the United Kingdom, or another jurisdiction with mandatory protections, certain provisions (including governing law or forum) may be overridden or supplemented by local law to the extent required. Where local law gives you the right to bring disputes in your home courts, that right may remain available.

20. General

• Entire agreement: These Terms, together with the Privacy Policy and any order form or online checkout you accept, constitute the entire agreement regarding the subject matter and supersede prior understandings on that subject.
• Severability: If a provision is invalid, the remainder remains in effect.
• No waiver: Failure to enforce a provision is not a waiver.
• Notices: We may notify you by email, in-product message, or posting on our website. Legal notices to us should follow instructions on our Contact page unless your order specifies otherwise.
• Language: If we provide a translation, the English version prevails in case of conflict, to the extent permitted by law.

21. Changes to these terms

We may update these Terms from time to time. We will post the updated Terms on this page and update the “Last updated” date. If changes are material, we will provide additional notice (for example, email or in-product notice) where appropriate. Continued use after the effective date of changes constitutes acceptance, except where stricter consent is required by law.

22. Contact

Questions about these Terms? Contact us through the Contact page on our website or the contact details published there.