Terms of Service

Genplify provides a psychometrically validated assessment platform that measures AI proficiency across multiple dimensions. The Service includes assessment delivery, scoring, individual and organisational analytics, training content, and cross-organisational benchmarking.

Genplify shall use commercially reasonable efforts to maintain high availability of the Service. Where the Service experiences unscheduled downtime materially affecting the Customer’s use, Genplify will use commercially reasonable efforts to restore availability promptly. Scheduled maintenance windows will be communicated at least 48 hours in advance via the Customer’s registered email address.

Genplify may update, modify, or discontinue features of the Service from time to time. Where a modification materially reduces the functionality available to the Customer, Genplify will provide at least 30 days’ prior written notice. If the Customer objects to such modification, the Customer may terminate this Agreement in accordance with Section 10.

To access the Service, the Customer must register an account by providing accurate and complete information. The individual registering the account represents and warrants that they have the legal authority to bind the Customer to this Agreement.

The Customer is responsible for maintaining the confidentiality of all login credentials and for all activities that occur under the Customer’s account. The Customer shall notify Genplify immediately upon becoming aware of any unauthorised use of the account.

The Customer is solely responsible for determining which individuals are designated as Authorised Users. The Customer shall ensure that each Authorised User is informed of, and complies with, the User Agreement prior to accessing the Service. The Customer acknowledges that the Service involves the collection and processing of Authorised Users’ personal data and that the Customer is responsible for obtaining any necessary consents or providing any necessary notifications to Authorised Users under applicable employment and data protection laws.

The Service is offered on an annual subscription basis. Fees and features applicable to the Customer’s subscription plan are as set out on the Genplify pricing page at the time of purchase or as otherwise agreed in writing.

Genplify may offer trial or promotional periods during which the Customer may access the Service at no charge or at a reduced rate. At the end of such period, the Customer will be invited to activate a paid annual subscription. No automatic conversion to a paid subscription will occur without the Customer’s affirmative action. Genplify will notify the Customer at least 14 days before the end of any trial or promotional period.

Annual subscription fees are payable in advance via the payment methods accepted on the platform. All fees are stated exclusive of applicable taxes unless otherwise indicated. The Customer is responsible for any applicable taxes, duties, or levies.

If any invoice remains unpaid for more than 14 days past the due date, Genplify may (a) charge interest at the rate of 2% per month on the outstanding amount, and (b) suspend the Customer’s access to the Service upon 7 days’ written notice, without prejudice to any other rights or remedies.

Annual subscription fees are non-refundable except as expressly provided in this Agreement or as required by applicable law.

Genplify and its licensors own all right, title, and interest in and to the Service, including but not limited to the platform, software, assessment methodology, psychometric frameworks, scoring algorithms, training content, user interface, documentation, and all related intellectual property rights. Nothing in this Agreement transfers any ownership of Genplify IP to the Customer.

The Customer retains all right, title, and interest in and to Customer Data. The Customer grants Genplify a limited, non-exclusive, worldwide licence to use, process, and store Customer Data solely for the purpose of providing the Service and performing its obligations under this Agreement.

The Customer acknowledges and agrees that Genplify may use Aggregated Data to: (a) produce anonymised industry benchmarks and comparative analytics; (b) improve the Service, including the accuracy and validity of its assessment methodology; and (c) publish research and reports based on aggregate trends, provided that such Aggregated Data cannot reasonably be used to identify any individual Authorised User or the Customer. This licence survives termination of this Agreement.

Assessment Results are generated by Genplify using its proprietary methodology applied to Customer Data. The Customer has a non-exclusive licence to access and use Assessment Results during the Subscription Term for its internal business purposes. Genplify retains all intellectual property rights in the underlying methodology and scoring algorithms.

If the Customer or any Authorised User provides suggestions, feature requests, or other feedback regarding the Service, Genplify may freely use, reproduce, and incorporate such feedback without obligation or compensation.

Each party (“Disclosing Party”) may disclose confidential information to the other party (“Receiving Party”). “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) use Confidential Information only for the purposes of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, officers, contractors, or advisers who need to know it and who are bound by obligations of confidentiality at least as protective as those herein.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party; or (d) is rightfully obtained from a third party without restriction. A disclosure required by law, regulation, or court order shall not constitute a breach, provided the Receiving Party gives the Disclosing Party prompt written notice where legally permitted.

Genplify shall treat individual Assessment Results as Confidential Information of the Customer. Genplify shall not disclose individual Assessment Results to any third party, nor use them for any purpose other than providing the Service, without the Customer’s prior written consent.

The parties acknowledge that in the course of providing the Service, Genplify will process personal data on behalf of the Customer. The terms of such processing are set out in the Data Processing Agreement (“DPA”), which is incorporated into and forms part of this Agreement. In the event of any conflict between this Agreement and the DPA with respect to data protection matters, the DPA shall prevail.

Each party shall comply with all applicable data protection laws in connection with the performance of this Agreement, including but not limited to the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong (“PDPO”). To the extent that the Customer’s Authorised Users are located in the European Economic Area, the United Kingdom, or any other jurisdiction with applicable data protection legislation (including the EU General Data Protection Regulation “GDPR” and the UK GDPR), the parties shall comply with such legislation as set out in the DPA.

The Customer is responsible for: (a) ensuring that it has a lawful basis for submitting Authorised Users’ personal data to the Service; (b) providing all necessary notices and obtaining all necessary consents from Authorised Users as required by applicable law; and (c) ensuring that its use of Assessment Results complies with applicable employment and data protection laws.

To the maximum extent permitted by the laws of Hong Kong, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, regardless of the cause of action or the theory of liability, even if such party has been advised of the possibility of such damages.

Subject to Section 9.3, each party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees paid or payable by the Customer to Genplify in the twelve (12) months immediately preceding the event giving rise to the claim. Where the Service is provided free of charge (including during trial or promotional periods), Genplify’s total aggregate liability shall not exceed HK$5,000.

Nothing in this Agreement excludes or limits either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under the laws of Hong Kong; or (d) the Customer’s obligation to pay fees due under this Agreement.

The Service provides assessment data and analytics for informational and developmental purposes. Genplify does not provide employment advice and makes no representation or warranty that Assessment Results are suitable for making employment decisions including but not limited to hiring, promotion, demotion, or termination. The Customer is solely responsible for any decisions made in reliance upon Assessment Results and shall indemnify Genplify against any claims arising from the Customer’s use of Assessment Results for employment decisions.

This Agreement commences on the date the Customer creates an account and continues for the duration of the Subscription Term, including any renewal periods.

Unless otherwise agreed, annual subscriptions renew automatically for successive 12-month periods. Either party may elect not to renew by providing at least 30 days’ written notice prior to the end of the then-current Subscription Term.

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach of this Agreement and fails to cure such breach within 30 days of receiving written notice specifying the breach; or (b) becomes the subject of insolvency, winding-up, or analogous proceedings.

Upon termination or expiry of this Agreement: (a) the Customer’s access to the Service shall cease immediately; (b) Genplify shall, upon the Customer’s written request made within 30 days of termination, provide the Customer with a copy of Customer Data in a commonly used, machine-readable format (CSV or JSON); (c) after the 30-day period, Genplify may delete all Customer Data from its systems, except as required by law or as permitted under the Aggregated Data licence in Section 5.3; (d) all accrued rights and obligations, and all provisions that by their nature should survive termination, shall survive.

Genplify shall defend, indemnify, and hold harmless the Customer from and against any third-party claim that the Service infringes any intellectual property right of a third party, provided the Customer promptly notifies Genplify, gives Genplify sole control of the defence and settlement, and provides reasonable assistance.

The Customer shall defend, indemnify, and hold harmless Genplify from and against any third-party claim arising from: (a) the Customer’s use of Assessment Results for employment or other decisions affecting Authorised Users; (b) the Customer’s breach of applicable data protection or employment laws; or (c) Customer Data that infringes the rights of a third party.

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force at the time of commencement of the arbitration. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The language of arbitration shall be English.

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by the terms of this Agreement.

This Agreement, together with the DPA, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, whether written or oral. The User Agreement is a separate instrument governing the relationship between Genplify and individual Authorised Users.

Genplify may update this Agreement from time to time. Where changes are material, Genplify will provide at least 30 days’ notice via the Customer’s registered email address. Continued use of the Service after such notice constitutes acceptance of the updated terms. If the Customer does not agree to the updated terms, the Customer may terminate this Agreement in accordance with Section 10.

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

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

All notices under this Agreement shall be in writing and sent to the email address associated with the Customer’s account (for notices to the Customer) or to legal@genplify.com (for notices to Genplify).

Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, pandemic, government action, war, terrorism, natural disaster, fire, flood, or interruption of telecommunications or internet services.