Terms of Service

Last updated: Feb 2, 2026

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (whether personally or on behalf of an entity) and Humaneers Limited Company ("Humaneers," "we," "us," or "our") concerning your access to and use of our website and services. By accessing our website or engaging our services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree with these Terms, you must not access the website or use our services.

2. Services Overview

Humaneers provides the following professional services to businesses and individuals:

• Managed IT Services: Cloud infrastructure management, system monitoring, cybersecurity, and technical support.
• Crisis Management & Incident Response: Emergency IT support, security incident handling, and 24/7 critical issue resolution.
• Brand Growth & Marketing: Brand strategy, marketing leadership, and growth consulting.
• Family Protection Services: Cybersecurity and technical support for households and families.
• Fractional Leadership: Part-time CIO (Chief Information Officer) and CMO (Chief Marketing Officer) services.

Services are provided under individual service agreements that incorporate these Terms by reference.

3. Service Level Agreements (SLAs)

For clients with active Managed IT service contracts, we commit to the following service levels:

3.1 Uptime Guarantee

• Cloud Infrastructure: 99.9% uptime for managed cloud services (excludes scheduled maintenance).
• Monitoring Systems: 24/7/365 monitoring with automated alerting.
• Scheduled Maintenance: Performed during agreed maintenance windows with 48-hour advance notice.

3.2 Support Response Times

• Critical (P1): System down or data breach - 15-minute initial response, 4-hour resolution target. Emergency phone support available 24/7.
• High (P2): Major functionality impaired - 1-hour initial response, 8-hour resolution target.
• Medium (P3): Minor issue with workaround available - 4-hour initial response, 24-hour resolution target.
• Low (P4): General questions or feature requests - 24-hour initial response, best-effort resolution.

3.3 SLA Credits

If we fail to meet committed SLAs, you may be eligible for service credits:

• Uptime below 99.9%: 10% monthly service credit per 0.1% below target (max 30%).
• Response time violations: Credits calculated based on severity and impact.
• Credits must be requested within 30 days of the incident and are your sole remedy for SLA breaches.

4. Security & Compliance

4.1 SOC 2 Type II Compliance

Humaneers maintains SOC 2 Type II certification, demonstrating our commitment to:

• Security: Protection of systems and data from unauthorized access.
• Availability: Systems are available for operation and use as committed.
• Confidentiality: Confidential information is protected as committed.
• Privacy: Personal information is collected, used, retained, and disclosed in conformity with our Privacy Policy.

SOC 2 reports are available to clients under NDA upon request.

4.2 Data Security Commitments

• Encryption of data in transit (TLS 1.2+) and at rest (AES-256).
• Multi-factor authentication (MFA) for all administrative access.
• Regular security assessments, penetration testing, and vulnerability scanning.
• Incident response procedures with notification within 72 hours of confirmed breach.
• Annual third-party security audits and compliance reviews.

4.3 Industry Compliance

For clients in regulated industries, we provide compliance-ready services including:

• HIPAA: Business Associate Agreements (BAA) available for healthcare clients.
• GDPR: Data Processing Agreements (DPA) for EU data handling.
• PCI DSS: Support for payment card data security requirements.
• SOX: IT controls for financial reporting compliance.

5. Client Responsibilities

Clients engaging our services agree to:

• Provide accurate and complete information necessary for service delivery.
• Maintain confidentiality of access credentials and account information.
• Notify us promptly of any security incidents or unauthorized access.
• Comply with acceptable use policies for hosted infrastructure.
• Provide timely approval for changes requiring client authorization.
• Maintain backups of critical data (we provide backup services but client ownership of data remains).

6. Payment Terms

• Billing Cycles: Services are billed monthly in advance unless otherwise agreed in your service agreement.
• Payment Due: Invoices are due within 15 days of invoice date.
• Late Payments: Late fees of 1.5% per month (18% APR) apply to overdue balances.
• Suspension: Services may be suspended for accounts more than 30 days past due after written notice.
• Price Changes: We reserve the right to adjust pricing with 60 days' advance written notice.

7. Term and Termination

7.1 Service Term

Service agreements are typically structured as:

• Monthly Contracts: 30-day notice required for cancellation by either party.
• Annual Contracts: Fixed 12-month term with automatic renewal unless 60-day notice provided.
• Project-Based: Term defined in project statement of work.

7.2 Termination for Cause

Either party may terminate immediately for material breach if the breach is not cured within 15 days of written notice. Humaneers may terminate immediately for non-payment, violation of acceptable use policies, or illegal activity.

7.3 Effect of Termination

• Client data will be available for retrieval for 30 days post-termination.
• All outstanding fees become immediately due and payable.
• Access credentials will be revoked upon termination.
• Confidentiality obligations survive termination indefinitely.

8. Intellectual Property

8.1 Client Data Ownership

You retain all rights, title, and interest in your data and content. We claim no ownership over client data and will not use it except as necessary to provide services.

8.2 Humaneers IP

Our proprietary tools, methodologies, processes, and software remain our exclusive property. Services grants no transfer of IP rights except as explicitly stated in individual agreements.

8.3 Work Product

For custom development or deliverables created specifically for your project, ownership transfers to you upon full payment unless otherwise agreed in writing.

9. Confidentiality

Both parties agree to maintain confidentiality of all non-public information disclosed during the engagement. This includes:

• Technical information, business processes, and strategic plans.
• Client data, user information, and access credentials.
• Pricing, contract terms, and financial information.

Confidentiality obligations survive termination of services and continue indefinitely except where disclosure is required by law.

10. Limitation of Liability

10.1 Cap on Liability

Except for breaches of confidentiality or indemnification obligations, neither party's aggregate liability shall exceed the total fees paid by client in the 12 months preceding the claim.

10.2 Excluded Damages

Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, even if advised of the possibility.

10.3 Exceptions

Liability limitations do not apply to:

• Gross negligence or willful misconduct.
• Violation of confidentiality obligations.
• Indemnification obligations under Section 11.
• Violations of applicable law that cannot be limited by contract.

11. Indemnification

11.1 By Humaneers

We will defend and indemnify you against claims that our services infringe third-party intellectual property rights, subject to your prompt notification and cooperation.

11.2 By Client

You will defend and indemnify us against claims arising from: (a) your misuse of services, (b) violation of laws or third-party rights, (c) your data or content, or (d) unauthorized access due to your failure to secure credentials.

12. Warranties and Disclaimers

12.1 Our Warranties

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. For material breach of this warranty, your sole remedy is re-performance of the deficient services.

12.2 Disclaimers

EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

13. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, war, terrorism, pandemic, government actions, internet outages, or third-party service failures.

14. Acceptable Use Policy

Clients shall not use our services to:

• Violate any applicable laws or regulations.
• Infringe on intellectual property rights of others.
• Transmit malware, spam, or malicious code.
• Engage in unauthorized access or security testing without permission.
• Host or distribute illegal content.
• Harass, threaten, or harm others.

Violation may result in immediate service suspension and termination.

15. Changes to Terms

We may modify these Terms at any time by posting updated terms on our website. For material changes affecting active service agreements, we will provide 30 days' advance notice via email. Continued use of services after changes take effect constitutes acceptance.

16. Dispute Resolution

16.1 Informal Resolution

Before filing a claim, parties agree to attempt informal resolution by providing written notice describing the dispute and proposed resolution.

16.2 Arbitration

Disputes that cannot be resolved informally shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be conducted in Tempe, Arizona.

16.3 Exceptions

Either party may seek injunctive relief in court for breach of confidentiality or intellectual property violations without arbitration.

17. Governing Law

These Terms are governed by the laws of the State of Arizona, United States, without regard to conflict of law principles. Any litigation shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona.

18. General Provisions

• Entire Agreement: These Terms, together with your service agreement, constitute the entire agreement between the parties.
• Severability: If any provision is found invalid, the remaining provisions remain in full effect.
• Waiver: Failure to enforce any provision does not constitute a waiver.
• Assignment: You may not assign your rights without our written consent. We may assign to affiliates or in connection with a merger or sale.
• Notices: Legal notices must be sent in writing to hello@humaneers.dev or the address in your service agreement.

19. Contact Information

For questions about these Terms or our services, please contact:

Humaneers Limited Company
Email: hello@humaneers.dev
Legal: legal@humaneers.dev
Security: security@humaneers.dev