Hum Tech Ltd Standard Terms of Sale

These are Hum Tech’s standard terms of sale for the Services (“these Terms”). They apply to every Order, together with that Order.

These Terms are for business customers only. They are not intended for, and must not be used with, individuals acting outside a trade, business, craft or profession.

If these Terms conflict with an Order, these Terms take priority, except for the First Page, Refundable Test Fee, billing basis and Measurement Start Date stated in the Order. If these Terms conflict with Schedule 2 (Data Processing Agreement) on the processing of personal data, Schedule 2 takes priority.

Hum Tech offers two Services, which the Customer may order separately or one after the other:

• (a) Launchpad, a one-off measurement, analysis and page recommendation service, which is governed by Clause 19; and
• (b) Optimus, an ongoing conversion rate optimisation subscription, which is governed by Clauses 3 to 9 and Schedule 1.

All other Clauses, and Schedule 2, apply to both.

In Clauses 3 to 9 and Schedule 1, “Services” means the Optimus Services. In Clause 19, “Services” means the Launchpad Services.

An Order is placed when the Customer pays the Refundable Test Fee (or, for a Launchpad Customer, confirms its Order under Clause 19.13), for example through Hum Tech’s online checkout or a payment link, and provides valid payment details.

A binding contract is formed once Hum Tech accepts the Order, which happens when Hum Tech confirms the Order in writing (including by email) or starts providing the Services to the Customer, whichever is first.

By placing an Order, the Customer confirms it is acting for the purposes of its trade, business, craft or profession, and that the individual placing the Order is authorised to do so on the Customer’s behalf.

If the First Page meets the Uplift Threshold by the end of the Test Period, the Customer’s subscription continues automatically, on the Monthly or Annual billing chosen in the Order, from the day after the Test Period ends. This does not apply if the Customer cancels by emailing hello@humtech.ai before the end of the Test Period.

If the First Page has not met the Uplift Threshold within the first 30 days of the Test Period, Clause 8 applies.

If the Customer cancels under Clause 3.4, Hum Tech will stop providing the Services at the end of the Test Period.

If the Customer has not given Hum Tech the access required by Clause 10.2 within 30 days of the Order, Hum Tech may cancel the Order by email and keep any Refundable Test Fee paid.

Optimus is available only where the First Page receives at least 3,500 unique visitors a month. Hum Tech may decline an Order for a First Page below that level, in which case any Refundable Test Fee paid will be refunded in full.

Clauses 3.4, 3.5, 4.3 and 4.4 apply to a Launchpad Customer only as modified by Clause 19.13.

All Charges are exclusive of VAT, which will be added at the applicable rate.

The Refundable Test Fee is £595 and is the fee for the Test Period. It is payable only by a Customer that orders Optimus without first buying Launchpad. A Launchpad Customer does not pay a Refundable Test Fee (see Clauses 19.10 and 19.13). The Refundable Test Fee is not an advance payment of, and will not be deducted from, any later Fees.

If the First Page meets the Uplift Threshold, Hum Tech keeps the Refundable Test Fee, whether or not the Customer’s subscription continues under Clause 3.4.

If the First Page has not met the Uplift Threshold by the end of the Test Period, the Refundable Test Fee will be refunded under Clause 8.

The Customer may query an invoice by email within 5 Business Days of receiving it, giving its reasons. The parties will discuss any query in good faith. Any amount not in dispute remains payable on its due date.

The Fees are a flat rate:

• (a) Monthly billing: £595 per month (the “Monthly Fee”); or
• (b) Annual billing: £6,426 per year, being the Monthly Fee × 12 less 10% (the “Annual Fee”).

The Fees cover all Pages. They do not depend on the Uplift, visitors or revenue of any Page, and do not change when Additional Pages are added. No further Fee or Refundable Test Fee is payable for Additional Pages. The Fees change only under Clause 7.

For a Launchpad Customer, the Test Period is covered by the Launchpad Credit under Clause 19.10.

Charges are collected automatically via Stripe. By placing an Order, the Customer authorises Hum Tech to collect, using the payment method held on file with Stripe:

• (a) the Launchpad Fee, when a Launchpad Order is placed;
• (b) the Dashboard Fee, monthly in advance by Direct Debit, where the Customer takes a Dashboard Subscription;
• (c) the Refundable Test Fee, when an Optimus Order is placed by a Customer that is not a Launchpad Customer, or any fee payable under Clause 19.10(b); and
• (d) where the Customer’s Optimus subscription continues after the Test Period, Monthly Fees in advance each month, or Annual Fees in advance for each Subscription Term or Renewal Term.

Stripe will email the Customer an invoice for each payment, showing the amount collected.

If a payment fails, Stripe will automatically retry it over the following days under its standard retry schedule. If payment still hasn’t succeeded within 14 days of the failed attempt, Hum Tech may suspend the Services under Clause 15 until payment is received.

The Customer is responsible for keeping its payment details up to date, and for any charges its own bank or card issuer applies as a result of a failed payment.

Monthly billing: the Subscription Term is one month, continuing on a rolling monthly basis with no minimum term. The Customer may cancel at any time by emailing hello@humtech.ai. Cancellation takes effect at the end of the then-current monthly period, and no further Monthly Fees are collected after that.

Annual billing: the Subscription Term is 12 months. Unless the Customer gives Hum Tech at least 30 days’ written notice (by emailing hello@humtech.ai) before the end of the then-current Subscription Term or Renewal Term, the Agreement automatically renews for a further 12-month Renewal Term, and the Annual Fee for that Renewal Term is collected in advance at the start of it. The Annual Fee for a Renewal Term is the same as for the previous term, unless changed under Clause 7.

Except as set out in Clause 3.8, Clause 4.4 and Clause 8 (Performance Guarantee), or as required by law, the Refundable Test Fee and Fees already paid are non-refundable, including where the Customer cancels part-way through a paid period.

Hum Tech may change its Fees or the Dashboard Fee for a future Subscription Term, Renewal Term or monthly period by giving the Customer at least 30 days’ written notice before the change takes effect. Charges already paid for a current period are unaffected.

If the Customer doesn’t agree to a change, it may cancel under Clause 6 or Clause 19.9 before the change takes effect.

If the First Page has not met the Uplift Threshold within the first 30 days of the Test Period, including because Optimus has not yet reached statistical significance, Hum Tech will continue to provide the Services for the First Page for a further 30 days free of charge (the “Extension Period”). Except under Clause 9.5, the Test Period will not exceed 60 days in total.

If the First Page has still not met the Uplift Threshold by the end of the Test Period, Hum Tech will refund the Refundable Test Fee in full, to the original payment method, within 14 days of the end of the Test Period. Hum Tech will then stop providing the Services.

The refund under Clause 8.2 does not apply where the Customer did not give the access and cooperation required by Clause 10.2, breached Clause 9.3 or 9.4, or removed, disabled or interfered with Optimus on the First Page during the Test Period.

The refund under Clause 8.2 is the Customer’s sole remedy if the First Page does not meet the Uplift Threshold.

Clause 6.3 (no refunds) does not apply to a refund due under this Clause 8.

This Clause 8 applies only to Customers who order Optimus without first buying Launchpad. It does not apply to Launchpad, or to an Optimus Order placed by a Launchpad Customer (see Clause 19.13).

Hum Tech will run Optimus on the Customer’s behalf. The Customer authorises Hum Tech to install and run Optimus on each Page, and to create and test Variants of each Page, during the Test Period and any Subscription Term or Renewal Term.

Hum Tech will give the Customer a login to Optimus so it can view the progress and results of its tests. The Customer may use it only for its own internal business purposes, and must not, and must not permit anyone else to:

• resell, sublicense or make it available to any third party;
• reverse engineer, decompile or attempt to extract the underlying source code or models of Optimus, except to the extent permitted by law;
• use it to build a competing product or service; or
• share login credentials beyond individuals authorised to use it on the Customer’s behalf.

The Customer must not change, pause or stop any test, Variant or setting in Optimus without Hum Tech’s agreement.

During the Test Period, the Customer must not, without Hum Tech’s prior written agreement (email is enough):

• (a) make any changes to the First Page, including its design, content, layout, pricing or offer;
• (b) make any changes to the advertising budgets, bidding, targeting or campaigns that send traffic to the First Page, or add or remove any traffic source for the First Page; or
• (c) run any other test or optimisation tool on the First Page.

If the Customer breaches Clause 9.4, Hum Tech may, in addition to Clause 8.3, extend the Test Period by up to 30 days free of charge, or assess the Uplift Threshold using figures from before the change.

Once the Subscription Term has begun, the Customer may ask Hum Tech by email to add as many Additional Pages as it wishes. Hum Tech will start work on each Additional Page within a reasonable time, and may schedule work across Pages in a reasonable order. Additional Pages are covered by the Fees, and the Refundable Test Fee and Uplift Threshold do not apply to them.

The Customer is responsible for the accuracy of the information and data it provides to Hum Tech, for its own compliance with advertising, data protection and other laws applicable to its business, and, subject to Clause 9.4, for its own decisions about advertising spend, targeting, pricing and marketing, including any made on the basis of Hum Tech’s recommendations.

The Customer will give Hum Tech reasonable access and cooperation (for example, to its website, analytics, CRM or ad accounts) reasonably needed to provide the Services.

The Uplift Threshold is assessed from data Hum Tech can access through Optimus and the Customer’s systems and accounts. If the Customer does not provide the access or data reasonably needed to assess it, Clause 8.3 applies.

Hum Tech and its licensors own all intellectual property rights in Optimus, the Snippet, the Launchpad dashboard, and Hum Tech’s methods and know-how. Except as set out in Clause 11.5 and Clause 19.7, nothing in this Agreement transfers any such rights to the Customer.

The Customer retains ownership of its own data and content. The Customer grants Hum Tech a licence to use that data and content to provide the Services, including to generate testing and optimisation recommendations.

Hum Tech may use anonymised, aggregated data derived from providing the Services, which does not identify the Customer, to improve Optimus and the Services and for its own analytics and marketing.

Hum Tech owns all intellectual property rights in the Variants. During the Test Period and any Subscription Term or Renewal Term, the Customer may use the Variants on its Pages through Optimus.

When the Optimus Services end, for any reason, Hum Tech grants the Customer a permanent, non-exclusive, royalty-free licence to use, copy and adapt the Variants on its own websites. No fee is payable for this licence.

The Customer agrees that Hum Tech may name the Customer as a client and use the Customer’s company name, logo, and the results of the Services (including Uplift and revenue figures) on its website and in its marketing, case studies and sales materials, both during and after this Agreement. Hum Tech will always notify the Customer by email before first using the Customer’s name, logo or results in a public case study or advertisement. The Customer grants Hum Tech a licence to use its name and logo for this purpose.

Each party will keep confidential the other’s non-public business, technical and commercial information disclosed under this Agreement, and use it only to perform the Agreement, except where disclosure is required by law or permitted by Clause 11.6.

Hum Tech will process any personal data it handles in providing the Services in accordance with applicable data protection law (including the UK GDPR and the Data Protection Act 2018) and its privacy policy.

Where Hum Tech processes personal data on the Customer’s behalf in providing the Services (for example, data about visitors to the Customer’s website), the Customer is the controller and Hum Tech is the processor. The Customer is responsible for having a lawful basis for that processing, including obtaining any consents needed for cookies or similar technologies on its website, including the Snippet and Optimus code.

The Data Processing Agreement in Schedule 2 forms part of this Agreement and governs Hum Tech’s processing of personal data as processor.

Hum Tech will provide the Services using reasonable care and skill.

Other than as expressly set out in this Agreement (including Clause 8), the Services, Optimus and the Launchpad Deliverables are provided “as is,” and Hum Tech gives no other warranty, express or implied, including as to uninterrupted or error-free operation, results, or fitness for a particular purpose, to the fullest extent permitted by law.

Nothing in this Agreement limits or excludes either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to Clause 14.1, Hum Tech’s total liability to the Customer arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total Charges paid by the Customer to Hum Tech in the 12 months before the event giving rise to the claim.

Subject to Clause 14.1, neither party is liable to the other for any indirect or consequential loss, or for loss of profits, revenue, business opportunity or goodwill, even if that loss was foreseeable.

This Clause 14 does not limit Hum Tech’s obligation to pay a refund properly due under Clause 3.8 or Clause 8, which is a contractual payment obligation and not damages subject to this liability cap.

Hum Tech may suspend the Services if Charges remain unpaid more than 14 days after the failed payment referred to in Clause 5.3, until payment is received.

Either party may terminate this Agreement if the other party commits a material breach of this Agreement that isn’t remedied within 14 days of being asked to do so in writing.

Hum Tech may terminate this Agreement immediately by written notice if the Customer becomes insolvent, enters administration or liquidation, or ceases to carry on business.

On termination or expiry, Hum Tech will stop providing the Services and may remove Optimus and the Snippet from the Customer’s website. The Customer may continue to use the Variants under Clause 11.5 and the Launchpad Deliverables under Clause 19.7. Charges already paid are non-refundable except as required by Clause 3.8, Clause 4.4, Clause 8 or by law.

Any Charges accrued but unpaid as at termination remain due and payable.

For 30 days following termination, the Customer may request a copy of its own data held by Hum Tech. After that period, Hum Tech may delete it in line with its data retention practices. For personal data, Schedule 2 applies.

Clauses 11, 12, 14, 18 and 19.7 and Schedule 2 continue to apply after termination or expiry.

Notices under this Agreement must be given in writing by email: to the Customer at the email address on the Order, and to Hum Tech at hello@humtech.ai.

Neither party may assign this Agreement without the other’s written consent, except that Hum Tech may assign it as part of a sale of its business.

Nothing in this Agreement creates a partnership, agency or joint venture between the parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect.

No failure or delay by either party in exercising any right under this Agreement operates as a waiver of that right.

This Agreement (these Terms, including Schedules 1 and 2, and the applicable Order) is the entire agreement between the parties regarding the Services, and supersedes all prior discussions relating to it. Any figures, forecasts, estimates or results discussed before the Order, including those in Hum Tech’s marketing or sales materials, are not representations, and the Customer does not rely on them. Except as set out in Clause 18.8, no variation is effective unless agreed in writing.

This Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from it.

Hum Tech may update these Terms by emailing the Customer at least 30 days before the update takes effect. The update applies from the start of the Customer’s next billing period after that date. If the Customer does not agree to the update, it may cancel under Clause 6 or Clause 19.9 before the update applies to it.

A Launchpad Order is placed when the Customer pays the Launchpad Fee. Clauses 3.2 and 3.3 apply to a Launchpad Order as they do to an Optimus Order.

For the Launchpad Fee, Hum Tech will provide:

• (a) help to install the Snippet on the pages the Customer chooses to track, including its thank-you page, and to set the Customer’s conversion goals;
• (b) measurement of real visitor behaviour on those pages during the Measurement Period, including unique visitors, conversions for each goal, revenue from sales recorded in the Customer’s CRM or other sales system, traffic sources and ads, device type, page speed, time on page, scroll depth, clicks and form drop-off;
• (c) access to a live dashboard showing those measurements during the Included Dashboard Period;
• (d) at the end of the Measurement Period, a written analysis of where and why the page loses buyers (the “Launchpad Report”), a mock-up of the recommended page in the Customer’s brand with numbered notes explaining each change (the “Mock-up”), and a section-by-section build brief for the Customer’s developer (the “Build Brief”), delivered as a private link that can be printed to PDF; and
• (e) a meeting to review results and plan next steps, held around 30 days after the Customer’s new page goes live, if the Customer asks for it within 12 months of receiving the Launchpad Report.

The Launchpad Fee is £595, excluding VAT, payable once when the Launchpad Order is placed. It is non-refundable, except as required by law.

The Customer will install the Snippet (with Hum Tech’s help), keep it in place for the Measurement Period, and give Hum Tech the access to its CRM or other sales records reasonably needed to measure revenue. Hum Tech will not change the Customer’s page during the Measurement Period. The Customer should tell Hum Tech of any significant changes it makes to the page or its advertising during the Measurement Period, as they may affect the analysis.

If the Snippet has not been installed within 30 days of the Launchpad Order (or of the Measurement Start Date, if later) because of the Customer’s delay, Hum Tech may cancel the Launchpad Order by email and keep the Launchpad Fee.

Hum Tech recommends the page; it does not build it. The Customer is responsible for building the page and for checking the facts listed in the Build Brief (such as prices, policies and permission to quote its customers) before it goes live. The recommendations are based on the Customer’s data but have not been tested, and findings based on too few visitors will be marked as such. Hum Tech does not guarantee any particular result from Launchpad.

Once the Launchpad Fee has been paid, the Customer owns all intellectual property rights in the Launchpad Deliverables, and Hum Tech assigns those rights to the Customer. The Customer may use the Launchpad Deliverables however it likes. This does not transfer any rights in Optimus, the Snippet, the dashboard, Hum Tech’s methods and know-how, or any third-party material (such as published research) referred to in the Launchpad Deliverables. Hum Tech may keep a copy of the Launchpad Deliverables for its records, and Clause 11.3 applies.

The Variants created under Optimus remain owned by Hum Tech under Clause 11.4, even where they are based on a Launchpad recommendation.

Dashboard Subscription. After the Included Dashboard Period, the Customer may keep its live dashboard running for the Dashboard Fee. The Dashboard Subscription is billed monthly in advance by Direct Debit, has no minimum term, and the Customer may cancel at any time by emailing hello@humtech.ai. Cancellation takes effect at the end of the then-current monthly period, and no further Dashboard Fees are collected after that. Dashboard Fees already paid are non-refundable, including where the Customer cancels part-way through a month.

Launchpad Credit.

• (a) If a Launchpad Customer places an Optimus Order within 12 months of paying the Launchpad Fee, the Launchpad Fee it has already paid covers the Test Period (the “Launchpad Credit”). No Refundable Test Fee or other fee is payable for the Test Period, and Monthly or Annual billing begins on the day after the Test Period ends.
• (b) If a Launchpad Customer places an Optimus Order more than 12 months after paying the Launchpad Fee, no Launchpad Credit applies, and the Customer pays £595 for the Test Period when it places the Order. That fee is non-refundable, except under Clause 3.8 or as required by law.
• (c) The Launchpad Credit cannot be exchanged for cash or transferred, and can be used only once.

Measurements taken during Launchpad are not used as the Baseline Conversion Rate or to assess the Uplift Threshold. If the Customer moves to Optimus, the Uplift is measured only from the Optimus test under Schedule 1.

Optimus is available only where Clause 3.8 is met.

No performance guarantee after Launchpad. The Performance Guarantee in Clause 8 is available only to Customers who order Optimus without first buying Launchpad. Where a Launchpad Customer places an Optimus Order:

• (a) Clause 8 does not apply, there is no Extension Period, and the Test Period is 30 days;
• (b) no Refundable Test Fee is payable; the Test Period is covered by the Launchpad Credit, or paid for under Clause 19.10(b);
• (c) nothing paid for the Test Period (including the Launchpad Fee) is refunded, whether or not the First Page meets the Uplift Threshold; and
• (d) the Customer’s subscription continues automatically from the day after the Test Period ends, on the Monthly or Annual billing chosen in the Order, whether or not the First Page meets the Uplift Threshold, unless the Customer cancels by emailing hello@humtech.ai before the end of the Test Period.