Terms & Conditions
These Terms and Conditions govern the contractual relationship between Hub OS and its customers for those Contracts or Order Forms signed on or after the effective date specified below. For customers who signed a contract with Hub OS prior to the effective date specified below, the terms and conditions governing your use of our services are those specifically outlined in your signed contractual agreement. We strongly recommend that you read these terms carefully. By accessing or using our product or services, you agree to be bound by these terms.
Active versions
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Version 1.0, Effective Date: 20 September 2016
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Version 2.0, Effective Date: 1 July 2020
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Version 3.0, Effective Date: 15 March 2021
Archived versions
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Version 1.0, Effective Date: 20 September 2016
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Version 2.0, Effective Date: 1 July 2020
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Version 3.0, Effective Date: 15 March 2021
Version: 2.0., Effective date: 01 May 2026
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- 1. Definitions
- 2. Subject Matter and Structure
- 3. Granting of Licence and Restrictions
- 4. Authorised Data Use by Hub OS
- 5. Fees, Invoicing, and Payment
- 6. Subscription Term, Renewal, and Termination
- 7. Service Level Agreement
- 8. Intellectual Property
- 9. Confidentiality
- 10. Data Protection
- 11. Security
- 12. Indemnification
- 13. Limitation of Liability
- 14. Force Majeure
- 15. Assignment and Change of Control
- 16. Dispute Resolution
- 17.Changes to these Terms and Conditions
- 18. General
1. Definitions
In these Terms and Conditions, the following words have these meanings:
- Agreement: the Order Form signed by the Customer and these Terms and Conditions, together.
- Customer: the legal entity that signs the Order Form and subscribes to the Service.
- Customer Data: all data uploaded, entered, or generated by the Customer or its Users in connection with the Service.
- Confidential Information: any non-public information disclosed by one Party to the other that is marked confidential, or that a reasonable person would understand to be confidential given the nature of the disclosure.
- Documentation: any user guides, help materials, or technical specifications that Hub OS makes available in connection with the Service.
- Feedback: any suggestions, ideas, feature requests, or improvement recommendations made by the Customer or its Users to Hub OS.
- Hub OS: refers to Hub OS Technologies SL , or any of its subsidiaries providing the Service.
- Intellectual Property Rights: all patents, copyrights, trademarks, trade secrets, database rights, and any other intellectual or industrial property rights, whether registered or unregistered.
- Invoicing Currency: the currency in which Hub OS issues invoices to the Customer, as specified in the Order Form.
- Order Form: the document signed by both parties identifying the Customer, the Service modules subscribed to, the fees, the start date, and the term.
- Service: the Hub OS software-as-a-service (SaaS) platform and any associated modules, products or solutions, as described on the website http://www.hubos.com and identified in the Order Form.
- Subscription Term: the period during which the Customer is entitled to use the Service, as set out in the Order Form.
- User: any individual authorised by the Customer to access the Service.
2. Subject Matter and Structure
2.1 These Terms and Conditions govern the relationship between Hub OS and the Customer in respect of the Service.
2.2 These Terms and Conditions are incorporated by reference into the Order Form. By signing the Order Form, the Customer confirms it has read and agrees to be bound by these Terms and Conditions as published at the URL above, as updated from time to time in accordance with Section 17.
2.3 In case of conflict between the Order Form and these Terms and Conditions, the Order Form takes precedence.
3. Granting of Licence and Restrictions
3.1 Subject to payment and compliance with this Agreement, Hub OS grants the Customer a limited, non-exclusive, non-transferable licence to access and use the Service solely for the Customer’s internal business operations during the Subscription Term.
3.2 All rights not expressly granted are reserved by Hub OS.
3.3 The Customer may not:
- sublicense, sell, resell, transfer, assign, or distribute the Service or any part of it to any third party;
- modify, create derivative works from, or reverse engineer any part of the Service;
- use the Service to develop a competing product or service;
- frame, mirror, or reproduce the Service on any other platform without Hub OS’s prior written consent;
- attempt to gain unauthorised access to the Service or any related systems;
- send or store illegal, obscene, defamatory, threatening, or harmful content through the Service;
- upload material containing viruses, malware, or other harmful code;
- interfere with or disrupt the integrity or performance of the Service;
- conduct or commission performance testing, penetration testing, or vulnerability assessments of the Service without Hub OS’s prior written consent.
3.4 User licences may not be shared between individuals. They may be reassigned to replacement staff in the ordinary course of business.
4. Authorised Data Use by Hub OS
4.1 Hub OS may use Customer Data solely to provide, maintain, and improve the Service, in accordance with this Agreement and applicable data protection law.
4.2 Hub OS may also collect and use anonymised, aggregated data derived from Customer Data, in a form that does not identify the Customer, its Users, or any individual, for the following purposes: (a) improving and developing the Service and related AI capabilities; (b) generating industry benchmarks and insights; and (c) Hub OS’s internal analytics and research.
4.3 The Customer authorises Hub OS to use its name and logo to identify it as a customer of the Service in Hub OS’s commercial and marketing materials, including its website.
5. Fees, Invoicing, and Payment
5.1 The Customer agrees to pay the fees set out in the Order Form.
5.2 All prices are exclusive of applicable taxes.
5.3 Hub OS will issue invoices electronically. Invoices are payable within 30 days of the invoice date, by electronic transfer or any other method specified in the Order Form.
5.4 If the Customer believes an invoice is incorrect, it must notify Hub OS in writing within 30 days of the invoice date. Both parties will work in good faith to resolve the dispute within 10 business days. Hub OS will not suspend the Service during a good-faith payment dispute that has been formally raised by the Customer, provided that: (i) the Customer pays any undisputed portion of the invoice by the due date; and (ii) the suspension protection shall not apply for more than 60 days from the date the dispute was first raised.
5.5 If any undisputed amount remains unpaid for more than 10 business days after a written reminder from Hub OS, Hub OS may suspend access to the Service until payment is received.
5.6 Hub OS may change its fees at any time, subject to providing at least 30 days’ written notice to the Customer. The Customer may terminate this Agreement within those 30 days if it does not accept the new fees, without penalty. If the Customer continues to use the Service after the effective date of the new fees, it is deemed to have accepted them.
5.7 Fees will be increased annually by up to the annual percentage change in the Consumer Price Index (CPI) published in and applicable to the country specified in the Order Form.
5.8 All fees are invoiced in the currency stated in the Order Form (the “Invoicing Currency”). Hub OS must receive the exact amount stated on each invoice without any deduction, set-off, or withholding of any kind.
If the Customer makes payment in a currency other than the Invoicing Currency, the Customer is solely responsible for all costs, fees, and losses arising from the currency conversion, including any exchange rate spread, conversion commission, or intermediary bank charges. The Customer must ensure that Hub OS’s bank account is credited with the full invoiced amount in the Invoicing Currency after all such costs have been borne by the Customer
6. Subscription Term, Renewal, and Termination
6.1 The Subscription Term is set out in the Order Form. The initial term is 3 years from the Go-live date.
6.2 At the end of the Subscription Term, the Agreement will automatically renew on an annual basis unless either party gives the other written notice of non-renewal at least 30 days before the end of the current term.
6.3 Either party may terminate this Agreement immediately by written notice if: (a) the other party commits a material breach and fails to remedy it within 30 days of receiving written notice; (b) the other party becomes insolvent, enters administration, or ceases to carry on business.
6.4 Hub OS may terminate this Agreement immediately if the Customer: (a) fails to pay any undisputed amount within 15 days of a written reminder; or (b) uses the Service in a manner that is illegal, fraudulent, or materially contrary to this Agreement.
6.5 Termination does not release the Customer from any payment obligations already accrued at the date of termination.
6.6 Following termination, Hub OS will retain Customer Data for a maximum of 30 days, during which the Customer may request an export of its data. After that period, Hub OS may delete all Customer Data unless required by applicable law to retain it. At the Customer’s written request, Hub OS will provide written confirmation of deletion
7. Service Level Agreement
7.1 Hub OS will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, 365 days a year, and guarantees a 99.8% uptime.
The availability commitments and service credits in this Section 7 do not apply to downtime or degradation caused by third-party infrastructure providers whose availability is outside Hub OS’s reasonable control and whose failures have a general impact across technology services. Hub OS will use commercially reasonable efforts to minimise the impact of any such disruption and will keep the Customer informed.
7.2 Service Credits: If the Service fails to meet the availability target stated in clause 7.1, Hub OS will issue a service credit against the Customer’s next invoice, as follows. To the fullest extent permitted by applicable law, these service credits are the Customer’s sole and exclusive remedy for any failure by Hub OS to meet the availability commitments in this Section 7:
- Availability above or equal to 93% and below 99%: credit of 15% of that annual fee.
- Availability above or equal to 90% and below 93%: credit of 50% of that annual fee.
- Availability below 90%: credit of 100% of that annual fee.
7.3 Hub OS may carry out planned maintenance, which will be notified to the Customer at least 5 days in advance and will not exceed 3 hours per occurrence. Hub OS will use reasonable efforts to schedule maintenance outside peak business hours.
7.4 The Customer may contact Hub OS’s support team through the in-platform support tool.
Hub OS will respond to and, where possible, resolve reported incidents within the following timeframes: (a) critical incidents (service unavailable or significantly impaired): 90 minutes in 95% of cases; (b) other incidents: 180 minutes in 95% of cases.
8. Intellectual Property
8.1 Hub OS retains all Intellectual Property Rights in the Service, the Documentation, and any developments, modifications, or improvements made to the Service, regardless of whether any such improvement was suggested by the Customer.
8.2 The Customer retains all Intellectual Property Rights in the Customer Data.
8.3 If the Customer provides any Feedback to Hub OS, the Customer grants Hub OS an irrevocable, perpetual, royalty-free, worldwide licence to use that Feedback for any purpose, including incorporating it into the Service. The Customer waives any claim to compensation or ownership in relation to any Feedback that Hub OS implements.
8.4 The Agreement does not transfer any ownership of the Service or any Intellectual Property Rights to the Customer. The Customer’s right to use the Service is limited to the licence granted in Section 3.1.
9. Confidentiality
9.1 Each party (the Receiving Party) agrees to keep the other party’s (the Disclosing Party’s) Confidential Information strictly confidential and not to disclose it to any third party without the Disclosing Party’s prior written consent.
9.2 Each party may disclose the other’s Confidential Information: (a) to its employees, contractors, and advisers on a need-to-know basis, provided they are bound by confidentiality obligations at least as stringent as those in this Section; or (b) if required by law or a court order, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates to limit the disclosure.
9.3 These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party before disclosure; (c) was independently developed by the Receiving Party without use of the Confidential Information; or (d) was received from a third party who was entitled to disclose it.
9.4 Confidentiality obligations under this Section survive termination of the Agreement and remain in force for as long as the relevant information retains its confidential nature.
9.5 Upon termination of the Agreement, or at the written request of the Disclosing Party, the Receiving Party will promptly return or destroy all Confidential Information in its possession and, on request, confirm this in writing.
10. Data Protection
10.1 In providing the Service, Hub OS processes personal data on behalf of the Customer as a data processor within the meaning of Regulation (EU) 2016/679 (GDPR).
10.2 The Customer is the data controller and is solely responsible for ensuring that its use of the Service, and any personal data it uploads or processes through the Service, complies with applicable data protection law.
10.3 Hub OS will process personal data only in accordance with the Customer’s documented instructions, in accordance with clause 4 of these Terms and in accordance with applicable data protection laws. Hub OS will implement appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, or unauthorised access.
10.4 Hub OS will notify the Customer without undue delay, and in any case within 72 hours, of any personal data breach of which it becomes aware.
10.5 Hub OS is authorised to subcontract data processing to its current hosting provider (Digital Ocean Inc.) and to any other subprocessors, provided that: (a) Hub OS notifies the Customer at least 15 days in advance of any new or changed subprocessor; and (b) the subprocessor is bound by data protection obligations at least as stringent as those applicable to Hub OS.
10.6 Data transfers outside the European Economic Area will be carried out only in compliance with Chapter V of the GDPR. Where Data includes personal information of individuals resident in countries outside the European Economic Area, that personal information will be handled in a manner consistent with the applicable privacy and data protection laws of the European Economic Area.
11. Security
11.1 Hub OS will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of the Service and Customer Data.
11.2 The Customer is responsible for maintaining the confidentiality of its access credentials and for all activity that occurs under its account. The Customer must notify Hub OS immediately upon becoming aware of any unauthorised use of or access to the Service.
11.3 Hub OS will deliver access credentials to the Customer on activation of the Service. Hub OS may update authentication mechanisms from time to time with prior notice to the Customer.
12. Indemnification
12.1 Customer Indemnity: The Customer will indemnify, defend, and hold Hub OS harmless from and against any third-party claims, losses, damages, and expenses (including reasonable legal costs) arising from: (a) the Customer’s use of the Service in violation of this Agreement; (b) any claim that Customer Data infringes a third party’s rights; or (c) the Customer’s breach of its data protection or legal compliance obligations.
12.2 Hub OS Indemnity: Hub OS will indemnify, defend, and hold the Customer harmless from and against any third-party claim alleging that the Service, as provided by Hub OS, directly infringes a third party’s Intellectual Property Rights, provided that: (a) the Customer notifies Hub OS promptly in writing; (b) Hub OS has sole control of the defence and settlement; and (c) the Customer provides Hub OS with all reasonable assistance.
12.3 Hub OS’s indemnity in Section 12.2 does not apply to claims arising from: (a) the Customer’s modification of the Service; (b) use of the Service in combination with third-party products not approved by Hub OS; or (c) the Customer’s continued use of the Service after Hub OS has notified it to stop.
13. Limitation of Liability
13.1 To the maximum extent permitted by applicable law, Hub OS’s total aggregate liability to the Customer arising out of or in connection with this Agreement will not exceed the total fees paid by the Customer to Hub OS in the 12 months preceding the event giving rise to the claim.
13.2 To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, loss of data, business interruption, or loss of goodwill, even if that party has been advised of the possibility of such damages.
13.3 Nothing in this Section limits either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited by applicable law.
13.4 Hub OS provides the Service ‘as is’, without any express or implied warranty, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, except as expressly stated in this Agreement. Nothing in this clause limits, excludes, or modifies any statutory guarantee, warranty, or right that cannot be excluded under applicable mandatory law, To the fullest extent permitted by applicable law, Hub OS’s liability for any breach of a non-excludable guarantee is limited, at Hub OS’s election, to resupply of the Service or payment of the reasonable cost of having the Service resupplied.
14. Force Majeure
14.1 Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics or epidemics, government actions, internet or infrastructure failures, power outages, cyber-attacks, strikes, or civil unrest (each a Force Majeure Event).
14.2 The affected party will notify the other as soon as reasonably possible of the Force Majeure Event and its expected duration.
14.3 If a Force Majeure Event affecting Hub OS continues for more than 30 consecutive days, either party may terminate the Agreement by giving 15 days’ written notice, without liability to the other.
14.4 Force Majeure does not excuse the Customer’s obligation to pay any amounts already due.
15. Assignment and Change of Control
15.1 The Customer may not assign or transfer its rights or obligations under this Agreement without Hub OS’s prior written consent.
15.2 Hub OS may assign this Agreement: (a) to a parent company or subsidiary; (b) to an investor; or (c) to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, without the Customer’s consent.
15.3 If a change of control of the Customer results in a direct competitor of Hub OS directly or indirectly owning or controlling 50% or more of the Customer, Hub OS may terminate this Agreement by giving written notice.
16. Dispute Resolution
16.1 If a dispute arises between the parties in connection with this Agreement, the parties will attempt to resolve it in good faith through written negotiation for at least 30 days from the date one party notifies the other in writing of the dispute. Nothing in this clause prevents either party from seeking urgent injunctive or other interlocutory relief from a court of competent jurisdiction at any time where necessary to protect that party’s rights pending resolution of the dispute.
16.2 If the parties cannot resolve the dispute within that period, either party may bring proceedings before the competent courts of Barcelona (Spain).
16.3 This Agreement is governed by the laws of Spain.
16.4 The parties agree that any obligation or payment that is not in dispute will continue to be performed and paid during any dispute resolution process.
17. Changes to these Terms and Conditions
17.1 Hub OS may update these Terms and Conditions at any time. Hub OS will notify the Customer of any changes by email and by publishing the updated version at the URL stated above, at least 30 days before the changes take effect.
17.2 If the Customer does not accept the proposed changes, it may terminate the Agreement by written notice within those 30 days, without penalty.
17.3 If the Customer continues to use the Service after the effective date of the updated Terms and Conditions, it is deemed to have accepted the changes.
17.4 The Customer is responsible for maintaining accurate and up-to-date contact information in the Order Form, including the email address designated for legal and contractual notices. Hub OS’s notification of changes to these Terms and Conditions will be deemed effectively delivered when sent to the contact details on record. Hub OS bears no responsibility for any failure to receive such notifications resulting from outdated or incorrect contact information provided by the Customer.
17.5 For non-material changes (such as clarifications of existing clauses, updates to contact information, or legal formatting), Hub OS may update the Terms and Conditions without prior notice, by publishing the updated version at the URL above.
18. General
18.1 Entire Agreement: This Agreement, together with the Order Form, constitutes the entire agreement between the parties and replaces all prior agreements, representations, and understandings relating to its subject matter.
18.2 Severability: If any clause of this Agreement is found to be invalid or unenforceable, it will be interpreted as narrowly as possible to give it legal effect. If it cannot be given legal effect, it will be removed, and the remaining clauses will continue in force.
18.3 Waiver: A party’s failure to enforce any provision of this Agreement does not constitute a waiver of its right to do so in the future.
18.4 Notices: All notices under this Agreement may be sent by email to the addresses specified in the Order Form and will be deemed delivered on the business day following transmission.
18.5 Relationship: The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between them.
Survival: The following sections will continue in force after the termination or expiry of this Agreement: Section 8 (Intellectual Property), Section 9 (Confidentiality), Section 10 (Data Protection), Section 12 (Indemnification), Section 13 (Limitation of Liability), Section 15 (Assignment), Section 16 (Dispute Resolution), and Section 18 (General).
18.7 Language: This Agreement may be published in multiple languages. In case of any inconsistency between versions, the English version takes precedence.
