ORG HEALTH CHECK- SaaS Terms of Service (Subscription Agreement)

This Subscription Agreement ("Terms") is a legally binding contract governing access to and use of the Org Health Platform (the "Platform", "Service"), provided by Org Health Check Ltd, a company registered in England and Wales under company number 17381071, with its registered office at Suite 5, 5th Floor, City Reach, 5 Greenwich View Place, London, United Kingdom, E14 9NN ("we", "us", "our").

The Platform is a business-to-business (B2B) organisational analytics service, offered to UK-based business clients. It is not offered to consumers, and by entering into these Terms the Client confirms it is acting in the course of its business, not as a consumer.

By signing an order form, creating an account, or using the Platform, the Client agrees to be bound by these Terms, the Data Processing Agreement, and the Privacy Policy , each incorporated by reference into a single, integrated agreement (together, the "Agreement"). Where a scoping or discovery discussion takes place before these Terms are signed, that pre-contract stage may instead be governed by a separate Mutual NDA.

1. The Service

1.1 The Platform ingests workforce data supplied by the Client via CSV upload and generates organisational design analytics — including span of control, layering efficiency, cost efficiency, workforce risk, and role capability insights — together with a proprietary composite score (the "Org Health Score"), delivered via a client-specific dashboard within approximately 10–15 minutes of upload.

1.2 There are no named subscription tiers. The Platform's monthly subscription fee is determined solely by the Client's employee headcount, as set out on our pricing page or in the Client's order form. An optional capability mapping module is available as a separately priced add-on, which the Client may add to or remove from its subscription as described in clause 2.5.

1.3 Platform outputs are generated using a combination of proprietary methodology and third-party AI models (clause 9). They support, but do not replace, the Client's own management judgement. We do not provide legal, tax, employment law, or financial advice. See clause 10 for the specific terms governing AI-generated output.

2. Service Models, Billing, and Commitments

2.1 Service Options: The Client may purchase access to the Platform under one of two options: (a) the Subscription Model (subject to a minimum term of three (3) months); or (b) the One-Off Report Model (providing temporary access for a single report). The applicable model, headcount bands, and fees shall be specified in the Client's order form or sign-up portal.

2.2 Subscription Model (3-Month Minimum Commitment): Where the Client selects the Subscription Model: (a) the subscription is billed monthly in advance via Stripe; (b) the subscription has a minimum initial term of three (3) months from the commencement date (the "Initial Term"); and (c) the subscription cannot be cancelled for convenience during the Initial Term, and the Client remains fully liable for all monthly subscription fees during the Initial Term regardless of whether the Client actively uses or accesses the Platform. Following the Initial Term, the subscription automatically renews on a month-on-month basis unless cancelled by either party in accordance with clause 14.1.

2.3 One-Off Report Model: Where the Client selects the One-Off Report Model: (a) the Client pays a higher, fixed, non-recurring fee entirely in advance via Stripe; (b) the Client is granted a temporary licence to upload workforce data exactly once (1) and access the generated dashboard and platform outputs for a strict period of fourteen (14) days from the upload date (the "One-Off Access Window"); and (c) upon expiry of the One-Off Access Window, the Client's active access shall automatically expire, and their account shall be deactivated or set to read-only.

2.4 Non-Refundability: Fees already charged for a monthly billing period (or paid for a One-Off Report) are non-refundable, save as required by applicable law.

2.5 There are no overage fees. The core subscription is a fixed monthly price determined by the Client's employee headcount at the time of subscribing or renewal. The optional capability mapping add-on carries its own separate fixed monthly fee, and may be added or removed by the Client at any time, taking effect from the next billing period. If the Client's employee headcount changes materially, we may adjust the subscription fee to reflect the applicable headcount band from the next billing period, following reasonable notice.

2.6 We may change subscription pricing with at least 30 days' notice. Continued use after a price change takes effect constitutes acceptance; the Client may cancel before the change takes effect if it does not agree.

2.7 We may suspend access if fees are more than 14 days overdue, following at least 7 days' written notice giving the Client the opportunity to remedy non-payment.

3. Intellectual Property — Reservation of Rights

3.1 As between the parties, we own all right, title, and interest in and to the Platform, including without limitation its source code, object code, architecture, database schema, user interface and user experience design, the Org Health Score / Organisational Efficiency Index methodology and all of its constituent scoring components, prompt libraries, templates, documentation, and all associated intellectual property rights (collectively, the "Platform IP"). No rights in the Platform IP are transferred to the Client, whether by implication, estoppel, or otherwise.

3.2 Licence Grant: Subject to the Client's compliance with this Agreement and payment of the applicable fees, we grant the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform during: (a) the Initial Term and any renewal period (for Subscription Model clients); or (b) the One-Off Access Window (for One-Off Report Model clients), solely for the Client's internal business operations.

3.3 No rights are granted by implication. Any rights not expressly granted in this clause 3 are reserved to us.

4. Customer Data

4.1 As between the parties, the Client retains all right, title, and interest in and to the raw data it uploads to the Platform ("Customer Data").

4.2 The Client grants us a worldwide, royalty-free, non-exclusive licence to host, copy, transmit, store, and process Customer Data solely as necessary to provide, maintain, and support the Service in accordance with this Agreement and the Data Processing Agreement. This licence terminates on deletion of Customer Data under clause 8 of the Data Processing Agreement, save to the limited extent necessary for us to retain Aggregated Data already derived under clause 4.3.

4.3 We may generate and use Aggregated Data — data derived from Customer Data and Platform usage that has been aggregated and/or anonymised such that it does not identify the Client or any individual, and cannot reasonably be re-identified — to operate, secure, support, and improve the Platform, develop new features and benchmarks, and refine our internal scoring models and prompt engineering. Aggregated Data is not shared with third parties in identifiable form. This clause does not authorise the use of identifiable Customer Data to train third-party foundation models; clause 9 and clause 4 of the Data Processing Agreement govern what is shared with AI sub-processors.

4.4 The Client warrants that it has all necessary rights and consents to upload Customer Data to the Platform and to grant the licences in this clause 4.

5. Client Responsibilities

5.1 The Client must provide accurate registration and billing information and keep it current.

5.2 The Client is responsible for the accuracy and lawfulness of Customer Data uploaded to the Platform.

5.3 The Client is responsible for safeguarding login credentials and for all activity occurring under its account.

6. Confidentiality

6.1 Each party will keep confidential any non-public information disclosed by the other in connection with this Agreement, using it only to perform its obligations, except where disclosure is required by law or the information is public, already known, or independently developed.

6.2 Where the parties have entered into the Mutual NDA prior to these Terms, that NDA continues to apply to information shared before the Agreement took effect, and this clause 6 governs from that point forward without a gap in coverage.

7. Data Retention on Termination

7.1 On termination or expiry of the subscription, Customer Data is retained for 30 days to permit export or reactivation, after which it is permanently deleted from active production systems in accordance with clause 8 of the Data Processing Agreement.

8. Acceptable Use — Zero Tolerance

8.1 The Client must not, and must not permit any third party to:
a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying methodology, or scoring algorithms of the Platform;
b) scrape, crawl, harvest, or systematically extract data or content from the Platform other than through the intended user interface or a documented API;
c) use the Platform to host, transmit, process, or generate any unlawful, malicious, or infringing content, including malware;
d) attempt to gain unauthorised access to the Platform, other clients' data, or our underlying infrastructure;
e) resell, sublicense, or use the Platform to build or support a directly competing product or service;
f) upload data the Client does not have the lawful right to process.

8.2 We may suspend or terminate the Client's access to the Platform immediately and without liability where we reasonably believe a breach of clause 8.1 has occurred. Where practicable, we will notify the Client promptly after taking such action and explain the grounds for it.

9. Third-Party Sub-processors and AI Models

9.1 The Platform relies on third-party infrastructure and AI providers, including Airtable (database), Make (automation), Noloco (client dashboard), Anthropic (Claude API — narrative generation and job title classification), and Vercel (chart hosting). A current, versioned list of sub-processors is maintained in the Data Processing Agreement.

9.2 By design, raw identifiable Customer Data (e.g. employee names) is never transmitted to AI sub-processors; only aggregated, de-identified organisational metrics are used to generate narrative content.

9.3 We have entered into Anthropic's own standard commercial API-tier terms, under which they act as our sub-processor and do not use data submitted via their API to train their models. This contractual position is in addition to, and consistent with, the technical safeguard in clause 9.2 and clause 4 of the Data Processing Agreement.

10. AI-Generated Output — Liability and Responsibility

10.1 Platform outputs — including the Org Health Score, narrative insights, priority actions, and any other AI-generated content ("Output") — are decision-support material only. No Output constitutes financial, legal, tax, employment law, or other professional advice, and no Output should be treated as a recommendation to take or not take any specific business decision.

10.2 The Client is solely responsible for reviewing, sense-checking, and deciding whether and how to act on any Output. Nothing in this Agreement transfers responsibility for the Client's own business, financial, or personnel decisions to us.

10.3 We do not warrant that any Output is accurate, complete, or free from error. AI-generated narrative content is produced by third-party language models and may occasionally misstate or misinterpret underlying data notwithstanding our design safeguards.

10.4 Neither party indemnifies the other in respect of decisions made using Output; each party bears the consequences of its own decisions, subject always to clause 13 (Limitation of Liability).

10.5 Any liability arising out of or in connection with Output, however characterised (including in contract, in negligence, under any implied term, or under any indemnity), is subject to, capped by, and forms part of the single aggregate liability cap in clause 13, and does not constitute a separate or additional head of liability.

11. Service Availability

11.1 We aim to maintain a target Platform availability of 99.0% during any calendar month, excluding scheduled maintenance and Excused Downtime (the "Availability Target").

11.2 For the purposes of this Agreement, "Excused Downtime" means any downtime, unavailability, or degradation of the Platform caused by: (a) planned or scheduled maintenance (provided we use reasonable endeavours to give at least 24 hours' prior notification on our website or via email); (b) outages or service degradation originating from our third-party infrastructure and AI providers referenced in clause 9 (such as Airtable, Make, Noloco, Anthropic, or Vercel); (c) issues with the Client's own hardware, local network, internet connection, or client-side integrations; or (d) any Force Majeure Event as defined in clause 15.

11.3 If we fail to meet the Availability Target in any calendar month, the Client's sole and exclusive remedy, and our sole liability in respect of such failure, shall be for the Client to request a service credit equal to 5% of the monthly subscription fee paid by the Client for that month (a "Service Credit"). Any such Service Credit must be requested by the Client in writing within 30 days of the end of the relevant calendar month, and if approved, shall be applied against the next monthly invoice or, if no further invoices are due, refunded to the Client.

11.4 The Client explicitly acknowledges that short, temporary, or transient service interruptions or latency are a normal characteristic of SaaS platforms and cloud-based AI tools. Such temporary interruptions (including any downtime that is resolved within 2 hours of occurrence) shall not constitute a material breach of this Agreement, shall not entitle the Client to terminate this Agreement under clause 14.2, and shall not give rise to any claim for damages, refunds (other than the Service Credit in clause 11.3), or indemnification.

11.5 Transparency and Notifications: We will make reasonable commercial efforts to publish service status updates on our website or notify the Client's registered system administrator via email as soon as reasonably practicable in the event of any confirmed, unscheduled Platform downtime that is expected to exceed 4 hours.

11.6 Chronic Outage Termination: If Platform Availability (excluding scheduled maintenance and Excused Downtime) falls below 95.0% in any single calendar month, or below 98.0% for three (3) consecutive calendar months, the Client shall have the right to terminate this Agreement immediately upon written notice, and we shall provide a pro-rata refund of any pre-paid subscription fees for the unused remainder of the subscription term. This shall be the Client's sole additional remedy for chronic downtime, and shall not give rise to any claim for damages, refunds (other than the pro-rata refund specified herein), or other financial compensation.

12. Warranties and Disclaimers

12.1 We warrant that we will provide the Service with reasonable skill and care, consistent with good industry practice.

12.2 Except as expressly stated in this Agreement, the Service is provided "as is", and all other warranties, conditions, and representations — whether express, implied, statutory, or otherwise, including as to accuracy, completeness, merchantability, or fitness for a particular purpose of any Output — are excluded to the fullest extent permitted by law.

12.3 Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited under the laws of England and Wales, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that may not lawfully be excluded under the Unfair Contract Terms Act 1977.

12.4 Intellectual Property Indemnity: We will defend the Client against any third-party claim alleging that the Client's authorised use of the Platform (excluding any Output) infringes that third party's intellectual property rights registered in the United Kingdom, and will indemnify the Client for any direct damages and reasonable legal costs finally awarded by an English court or agreed in a settlement. This indemnity is strictly conditional on the Client: (a) promptly notifying us in writing of the claim; (b) giving us sole control of the defence and settlement of the claim; and (c) providing all reasonable assistance and cooperation at our expense. We shall have no liability under this indemnity for claims arising from: (a) raw data or inputs uploaded by the Client; (b) modifications to the Platform or Outputs by anyone other than us; (c) combination of the Platform or Outputs with unauthorised software, systems, or data; or (d) compliance with custom designs, specifications, or instructions provided by the Client. This Clause 12.4 sets out our entire liability and the Client's sole and exclusive remedy for intellectual property infringement, and is strictly subject to the aggregate liability caps in Clause 13.

13. Limitation of Liability

13.1 Subject to clause 12.3 and clause 13.1.1, our total aggregate liability to the Client arising out of or in connection with this Agreement (including the Data Processing Agreement and clause 10), whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees actually paid by the Client to us in the 12 months immediately preceding the event giving rise to the claim.

13.1.1 Super-Cap for Data Protection and Confidentiality: In respect of any liability arising under or in connection with the Data Processing Agreement (Document 2) or a breach of Clause 6 (Confidentiality) of this Agreement, our total aggregate liability to the Client shall instead be capped at a sum equal to three (3) times the total fees actually paid by the Client to us in the 12 months immediately preceding the event giving rise to the claim (the "Super-Cap"). For the avoidance of doubt, this Super-Cap is a single aggregate cap and is not separate or additional to the cap in clause 13.1 (meaning that once either cap is exhausted, no further claims can be made under that category, and in no event shall our total aggregate liability for all claims combined under this Agreement exceed the Super-Cap).

13.2 Subject to clause 12.3, we shall have no liability whatsoever for any loss of profits, loss of business, loss of anticipated savings, or any indirect or consequential loss, however arising, even if such losses were foreseeable or we were advised of the possibility of them.

13.2.1 [REVISED FOR UK COMPLIANCE / UCTA REASONABLENESS] Our liability for loss or corruption of Customer Data shall not be entirely excluded. Instead, such liability shall be limited to the reasonable and direct costs of restoring, reconstructing, or re-ingesting such Customer Data from the latest available backups (provided that we shall not be liable to the extent such loss or corruption is caused by the Client's own failure to keep separate backups of raw data or comply with its responsibilities under this Agreement). Any such liability shall be subject to and form part of the single aggregate liability cap set out in clause 13.1.

13.3 The cap in clause 13.1 is a single aggregate cap covering all claims arising under this Agreement in the relevant 12-month period, including any claims arising under or in connection with the Data Processing Agreement or clause 10 (AI-Generated Output), which are not subject to any separate or additional cap.

13.4 The parties acknowledge that the price of the Service reflects the allocation of risk in this clause 13, and that this allocation is reasonable in the circumstances, including for the purposes of the Unfair Contract Terms Act 1977.

14. Term and Termination

14.1 Subscription Term: Where the Client is on the Subscription Model, this Agreement commences on the subscription start date and remains in effect for the 3-month Initial Term. Following the Initial Term, either party may terminate the subscription for convenience at any time by giving written notice (or cancelling via the Platform account settings), which shall take effect at the end of the then-current monthly billing period. Any notice of termination given during the Initial Term shall only take effect on the last day of the Initial Term.

14.2 Material Breach and Default: Either party may terminate this Agreement immediately by written notice if the other commits a material breach not remedied within thirty (30) days (or fourteen (14) days in the case of a payment default under clause 2 or acceptable use breach under clause 8) of receiving written notice of such breach. If the Client terminates under this clause due to our uncured material breach, the Client shall be entitled to a pro-rata refund of any pre-paid fees for the unused remainder of their term.

14.3 Fee Acceleration on Default: If a Subscription Model client cancels their billing details, repudiates this Agreement, or attempts to terminate for convenience during the Initial Term, or if we terminate this Agreement under clause 14.2 due to the Client's material breach (including non-payment) during the Initial Term, all remaining monthly subscription fees for the 3-month Initial Term shall immediately accelerate, become a debt, and be fully due and payable to us by the Client without set-off.

14.4 One-Off Expiry: Where the Client is on the One-Off Report Model, this Agreement shall commence on the purchase date and shall automatically terminate upon the expiry of the 14-day One-Off Access Window, and no further data ingestion or active access shall be permitted.

15. Governing Law and Jurisdiction

15.1 This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

16. General

16.1 Assignment: The Client may not assign this Agreement without our written consent. We may assign it in connection with a merger, acquisition, or sale of assets, provided the assignee agrees to be bound by equivalent terms.

16.2 Entire agreement: This Agreement (comprising these Terms, the Data Processing Agreement, the Privacy Policy, and any order form) constitutes the entire agreement between the parties regarding the Service, superseding all prior discussions save for any Mutual NDA under clause 6.2.

16.3 Severability: If any provision is found unenforceable, the remaining provisions continue in full force, and the unenforceable provision will be replaced with one that most closely achieves its intended effect.

16.4 No waiver: Failure to enforce any provision is not a waiver of the right to do so later.

16.5 Changes to these Terms: We may update these Terms or our subscription pricing from time to time. For any material changes or subscription pricing increases, we will give the Client at least thirty (30) days' prior written notice (via email or our platform). If the Client does not agree to such material changes or pricing increases, the Client may terminate their active subscription immediately by giving us written notice within thirty (30) days of receiving our notice, in which case we shall provide a pro-rata refund of any pre-paid subscription fees for the unused remainder of their subscription term. Continued use of the Platform after the changes take effect constitutes acceptance of the updated terms or pricing.

17. Contact

Questions about this Agreement can be sent to info@orghealthcheck.co.uk, or by post to Org Health Check, Suite 5, 5th Floor, City Reach, 5 Greenwich View Place, London, United Kingdom, E14 9NN.