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The core terms that govern access to and use of VETos and Nova 5, for all markets.
Version: 1.9 · Last updated: 15 October 2026
This Master Subscription Agreement (the Agreement) governs access to and use of the Service (VETos, Nova 5 or both, as identified in the Order Form) and related services provided by SupaHuman.
1.1 Supplier means the SupaHuman entity identified in the Order Form: (a) for Customers in Australia, Supahuman Pty Ltd (ABN 25 701 059 743), a subsidiary of Supahuman Limited; and (b) for Customers in New Zealand, the United Kingdom and everywhere else, Supahuman Limited (NZBN 9429050314928). The applicable Jurisdiction Schedule sets the governing law and local terms.
1.2 Customer means the organisation identified in the Order Form.
1.3 This Agreement comprises: (a) the Order Form; (b) the Jurisdiction Schedule applicable to the Customer's country as stated in the Order Form; (c) the Data Processing Addendum; (d) the Service Level Agreement; (e) the Onboarding Services Schedule (where onboarding services are purchased); and (f) these core terms. In the event of conflict, that is the order of precedence.
1.4 Only the Supplier entity named in the Order Form has obligations or liability to the Customer under this Agreement. Supplier may use its affiliates (including Supahuman Limited or Supahuman Pty Ltd, as the case may be) and subcontractors to perform its obligations, and remains responsible for their performance.
1.5 Service means the SupaHuman product or products identified in the Order Form: VETos, the AI operating system for vocational education, which designs and validates training and assessment materials; and Nova 5 (including Nova Classroom), the AI formative learning and practice platform, which delivers them. VETos and Nova 5 are companion products and may be subscribed to together or separately. References to VETos or Nova 5 in this Agreement apply to that product where it is included in the Order Form.
2.1 Supplier grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, for the Customer's internal business and educational purposes, within the usage limits set out in the Order Form.
2.2 The Service is provided as a hosted service. This Agreement does not grant the Customer any licence to the underlying software, nor any right to copy, adapt, distribute or commercially exploit it.
2.3 Supplier may update and improve the Service during the Subscription Term, provided updates do not materially reduce the core functionality the Customer has subscribed to.
3.1 The Customer must not, and must ensure its users do not:
3.2 The Customer is responsible for its users' compliance with this Agreement and for keeping access credentials secure.
4.1 As between the parties, the Customer owns all Customer Data, including all personal information of students and learners, and all intellectual property rights in Customer Data. To the extent any such rights vest in Supplier, Supplier assigns them to the Customer.
4.2 The Customer grants Supplier a limited, non-exclusive licence to host, copy, transmit and process Customer Data solely to: (a) provide and support the service; (b) comply with applicable law; and (c) enforce this Agreement.
4.3 Supplier will handle personal information within Customer Data in accordance with the Data Processing Addendum.
4.4 Supplier will not use Customer Data, including inputs to and outputs from the AI features, to train or improve any foundation or general-purpose AI model. Any use of de-identified, aggregated data to improve the service requires the Customer's prior written opt-in.
4.5 On termination or expiry, Supplier will make Customer Data available for export in a standard format for 30 days, after which it will be deleted in accordance with the Data Processing Addendum.
5.1 The Service uses artificial intelligence, including third-party large language models, to generate content such as training and assessment materials, learning activities, role plays, simulations and formative feedback (Outputs).
5.2 As between the parties, the Customer owns the Outputs generated for it. Supplier assigns to the Customer any right, title and interest it may have in Outputs.
5.3 Outputs are generated by AI and may be inaccurate, incomplete or similar to outputs generated for others. Outputs are not professional, legal or compliance advice, and Supplier gives no warranty that any Output is accurate or compliant with any regulatory standard.
5.4 The Customer must review and validate all Outputs before use. The Customer is solely responsible for applying appropriate human oversight and for the accuracy, suitability and regulatory compliance of any Output it chooses to use.
5.5 The Customer acknowledges that the Service is a support tool and that the Customer, as the registered training provider, retains sole accountability to its regulator (including ASQA, NZQA, the Tertiary Education Commission, Ofqual or any equivalent body) for compliance with applicable standards, assessment validity, academic integrity and learner outcomes. Supplier makes no representation that any Output complies with the Standards for RTOs, NZQA rules, Ofqual conditions or any other regulatory requirement.
5.6 The Service depends on third-party AI model providers. Supplier may change model providers, and is not liable for unavailability or degradation of the service caused by a third-party model provider, as further described in the SLA.
5.7 Sensitive subject matter. Vocational education and training legitimately covers subject matter that is sensitive in nature — for example, units and standards addressing mental health, family and domestic violence, drug and alcohol use, child protection and mandatory reporting, security operations, or serious workplace incidents. The Service is designed to generate content on such topics only in a legitimate educational context: grounded in the relevant unit or standard on the Customer's scope, framed for trainers, assessors and learners, and always subject to the Customer's review obligations in clauses 5.4 and 5.5.
5.8 Layered safeguards. Supplier applies safeguards to sensitive subject matter at two levels:
5.9 The Customer must not, and must ensure its users do not, attempt to circumvent, disable or degrade any safeguard described in clause 5.8, or use the Service to generate content on sensitive topics other than for legitimate education and training purposes within the Customer's scope. A breach of this clause 5.9 is a material breach of this Agreement and grounds for suspension under clause 13.1(b).
5.10 The Customer acknowledges that: (a) no safeguard is infallible, and the safeguards in clause 5.8 do not relieve the Customer of its review and oversight obligations under clauses 5.4 and 5.5; (b) safeguards — including model safeguards outside Supplier's direct control — may occasionally decline or constrain a request that has a legitimate educational purpose, in which case the Customer may contact support and Supplier will work with the Customer in good faith to enable the legitimate use; and (c) safeguards will evolve as models, standards and community expectations change, and Supplier may update them from time to time provided the core functionality of the service is not materially reduced.
5.11 Nova 5 is formative. Where the Service includes Nova 5, the feedback, scores, progress indicators and coaching it gives learners are formative only. Nova 5 does not make, record or communicate any competency, grading, assessment or certification decision. Those decisions remain with the Customer's qualified assessors. The Customer must not present Nova 5 output to a learner, employer or regulator as an assessment decision, and must apply its own assessment processes to any evidence a learner produces in Nova 5. Nova 5's automated decisions register, published at nova.supahuman.io, lists what the AI may and may not decide.
6.1 Supplier owns all intellectual property rights in the Service, the underlying software, its documentation, and all improvements, modifications and derivatives, excluding Customer Data and Outputs.
6.2 If the Customer provides feedback or suggestions, the Customer grants Supplier a perpetual, irrevocable, royalty-free licence to use them without restriction. Nothing in this clause transfers ownership of Customer Data or Outputs.
7.1 Each party must keep the other's Confidential Information confidential, use it only for the purposes of this Agreement, and disclose it only to personnel and advisers who need it and are bound by confidentiality obligations.
7.2 Customer Data is the Customer's Confidential Information. The terms of the Order Form are Confidential Information of both parties.
7.3 Standard exceptions apply: information that is public through no fault of the recipient, independently developed, lawfully received from a third party, or required to be disclosed by law or a regulator (with notice where lawful).
7.4 Confidentiality obligations survive termination for 5 years, and indefinitely for Customer Data containing personal information.
8.1 Supplier warrants that: (a) the Service will perform materially in accordance with its documentation; (b) services will be performed with reasonable care and skill; and (c) it has the right to grant the access contemplated by this Agreement.
8.2 The Customer's remedies for breach of clause 8.1(a) are: re-performance or repair of the affected service, and if Supplier cannot remedy the failure within a reasonable period, termination of the affected Order Form and a pro-rata refund of prepaid, unused fees.
8.3 Except as set out in this Agreement and subject to the applicable Jurisdiction Schedule, all other warranties, conditions and guarantees are excluded to the maximum extent permitted by law. Nothing in this Agreement excludes, restricts or modifies any statutory guarantee, right or remedy that cannot lawfully be excluded.
9.1 Supplier IP indemnity. Supplier will defend the Customer against any third-party claim that the Service, as provided by Supplier and used in accordance with this Agreement, infringes that third party's intellectual property rights, and will pay any damages finally awarded or amounts agreed in settlement of such claim.
9.2 Clause 9.1 does not apply to claims arising from: (a) Customer Data; (b) Outputs; (c) modifications not made by Supplier; (d) combination of the Service with materials not provided by Supplier, where the claim would not have arisen but for the combination; or (e) use in breach of this Agreement.
9.3 If an infringement claim arises or is likely, Supplier may procure the right for the Customer to continue use, modify or replace the affected component, or, if neither is reasonably available, terminate the affected Order Form and refund prepaid, unused fees.
9.4 Customer indemnity. The Customer will defend Supplier against any third-party claim arising from Customer Data or the Customer's use of the Service in breach of clause 3, and will pay any damages finally awarded or amounts agreed in settlement.
9.5 The indemnified party must give prompt notice, allow the indemnifying party to control the defence, and provide reasonable cooperation.
9.6 Supplier content indemnity. Subject to clauses 9.8 to 9.11, Supplier will indemnify the Customer against any damages, costs and reasonable legal fees finally awarded against the Customer, or agreed in settlement by Supplier, in respect of a third-party claim that an Output generated by the Service from its own research, and used in accordance with this Agreement, infringes that third party's copyright. In clauses 9.6 to 9.11, Customer Materials means any reference sources, documents, data, inputs or other materials the Customer supplies, uploads or directs VETos to use, together with any specific instructions the Customer gives as to the content to be produced.
9.7 Customer content warranty and indemnity. The Customer warrants that it owns, or holds all rights, licences and consents necessary to supply, and to have the Service use, the Customer Materials. The Customer will indemnify Supplier against any damages, costs and reasonable legal fees arising out of a third-party claim to the extent it arises from the Customer Materials, from the Customer's breach of this warranty, or from an Output produced in accordance with the Customer's specific instructions where the infringement results from following those instructions. So that the parties are treated alike, the Customer's total aggregate liability under this clause 9.7 is subject to the Content Indemnity Cap in clause 9.11, applied reciprocally to the Customer.
9.8 The indemnity in clause 9.6 does not apply to any claim to the extent it arises from: (a) the Customer Materials, or any reference source the Customer supplied or directed the Service to use; (b) modification of the Output by anyone other than Supplier; (c) combination or use of the Output with materials not provided by Supplier, where the claim would not have arisen but for that combination or use; (d) use of the Output other than in accordance with this Agreement, its documentation or applicable law; or (e) the Customer's continued use of the Output after Supplier has notified the Customer to stop and offered a non-infringing alternative.
9.9 The right to indemnity under clauses 9.6 and 9.7 is conditional on the indemnified party: (a) giving the other party prompt written notice of the claim; (b) giving the indemnifying party sole control of the defence and settlement of the claim; (c) providing reasonable cooperation at the indemnifying party's expense; and (d) not making any admission, or settling or compromising the claim, without the indemnifying party's prior written consent. The indemnifying party will not settle any claim in a way that imposes an unindemnified liability or admission on the indemnified party without that party's prior written consent, not to be unreasonably withheld.
9.10 If any Output is, or in Supplier's reasonable opinion is likely to become, the subject of a claim under clause 9.6, Supplier may at its option and expense: (a) modify or replace the affected Output so that it is non-infringing while remaining materially equivalent in function; (b) procure for the Customer the right to continue using it; or (c) if neither (a) nor (b) is commercially reasonable, require the Customer to cease using the affected Output and refund a pro-rata portion of the prepaid, unused fees attributable to it. This clause 9.10, together with clause 9.6, states the Customer's sole and exclusive remedy, and Supplier's entire liability, for any claim that an Output infringes a third party's intellectual property rights.
9.11 Supplier's total aggregate liability under clause 9.6 will not exceed the greater of: (a) two times the total fees paid by the Customer under this Agreement in the 12 months preceding the date of the claim; or (b) NZD 50,000, and in any event will not exceed NZD 250,000 (the Content Indemnity Cap). The Content Indemnity Cap is Supplier's sole and entire liability for all claims under clause 9.6, whether arising from one claim or many. It is not cumulative with the general cap in clause 10.2: Supplier's total aggregate liability under this Agreement, across all claims of every kind, will not exceed the higher of the cap in clause 10.2 and the Content Indemnity Cap. For this cap, "liability" means damages and settlement sums payable to a third party or the Customer, and excludes Supplier's own costs of defending or settling the claim. The applicable Jurisdiction Schedule may state equivalent local-currency figures.
10.1 Neither party is liable for indirect or consequential loss, loss of profits, revenue or goodwill, or the cost of recreating lost data, however arising.
10.2 Each party's total aggregate liability under or in connection with this Agreement is capped at the fees paid or payable by the Customer in the 12 months preceding the event giving rise to the claim.
10.3 The cap in clause 10.2 does not apply to: (a) Supplier's IP indemnity in clause 9.1; (aa) the content indemnities in clauses 9.6 (Supplier) and 9.7 (Customer), which are instead each subject to the Content Indemnity Cap in clause 9.11; (b) either party's breach of clause 7 (confidentiality); (c) the Customer's payment obligations; or (d) liability that cannot be excluded or limited by law.
10.4 Supplier's aggregate liability for breach of the Data Processing Addendum or a personal data breach caused by Supplier is capped at 2× the fees paid or payable in the preceding 12 months.
10.5 Nothing in this Agreement limits liability for fraud, or for death or personal injury caused by negligence.
11.1 Supplier will maintain during the Subscription Term technology liability insurance — covering professional indemnity, technology errors and omissions, and cyber and data liability — of not less than NZD 2,000,000, with defence costs payable in addition to that limit, together with public and products liability cover of not less than NZD 2,000,000, and will provide certificates of currency on reasonable request.
12.1 This Agreement starts on the Order Form start date and continues for the Initial Term stated in the Order Form, then renews automatically for successive periods of the same length unless either party gives at least 30 days' written notice before the renewal date.
12.2 Either party may terminate for material breach not cured within 30 days of written notice, or immediately if the other party becomes insolvent.
12.3 The Customer may terminate for convenience on 60 days' written notice. Prepaid fees for the unused portion of the then-current term are non-refundable, except that they are refundable pro-rata where the Customer is a government entity, as stated in the Order Form.
12.4 On termination: access ends, data export applies under clause 4.5, accrued rights survive, and clauses intended to survive (including 4, 5.4 to 5.5, 6, 7, 9, 10 and 14) survive.
13.1 Supplier may suspend access: (a) for non-payment, after 10 business days' notice; (b) immediately where reasonably necessary to address a security emergency or unlawful use; or (c) where required by law. Suspension will be proportionate, limited to the affected part of the service where practicable, and lifted promptly once the cause is resolved. Supplier will give notice as soon as reasonably possible.
14.1 Fees are as stated in the Order Form, invoiced annually in advance, or as stated in the Order Form, payable within 30 days of invoice.
14.2 Fees are exclusive of GST, VAT and other indirect taxes, which the Customer must pay at the applicable rate. Jurisdiction-specific tax treatment is set out in the applicable Jurisdiction Schedule.
14.3 If any deduction or withholding is required by law from a payment, the Customer must gross up the payment so that Supplier receives the amount it would have received absent the deduction.
14.4 Supplier may adjust fees on renewal by giving notice with the renewal notice window in clause 12.1. If an adjustment exceeds CPI + 5%, the Customer may decline renewal without penalty.
15.1 Supplier may identify the Customer as a customer and use its name and logo in customer lists and marketing materials. The Customer may opt out at any time by written notice. Quotes and case studies require the Customer's prior consent.
16.1 Supplier may update these terms with effect from the next renewal, by notice given before the renewal notice deadline. If a change during a current term is required by law or is not materially detrimental, Supplier may make it on 30 days' notice. If a change during a current term is materially detrimental to the Customer, the Customer may terminate without penalty and receive a pro-rata refund of prepaid, unused fees.
17.1 Assignment. Neither party may assign this Agreement without the other's consent (not to be unreasonably withheld), except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets, on notice.
17.2 Force majeure. Neither party is liable for failure caused by events beyond its reasonable control, including natural disasters, war, government action, failures of telecommunications or hosting infrastructure, and unavailability of third-party AI model providers. The affected party must mitigate and resume performance promptly.
17.3 Notices. Written notices to the addresses or email addresses in the Order Form.
17.4 Entire agreement. This Agreement is the entire agreement and supersedes prior discussions. Customer purchase order terms have no effect.
17.5 Governing law and disputes. As set out in the applicable Jurisdiction Schedule. Before starting proceedings, the parties must escalate the dispute to senior executives and negotiate in good faith for 20 business days. Nothing prevents either party seeking urgent injunctive relief.
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*Schedule 1 (Australia), Schedule 2 (New Zealand), Schedule 3 (United Kingdom), the Data Processing Addendum, the Service Level Agreement and the Onboarding Services Schedule form part of this Agreement.*
Version: 1.9 · Last updated: 15 October 2026 · © Supahuman Limited (NZBN 9429050314928) and Supahuman Pty Ltd (ABN 25 701 059 743). All rights reserved.