Terms & Conditions

1. Parties

These Terms & Conditions ("Agreement") are entered into between BeHuman Capital LLC, a limited liability company incorporated under the laws of the State of Delaware, USA ("BeHuman Capital", "Company", "we", "us") and any individual or entity ("Client", "you") that engages our services or accesses our website at behuman.capital. This Agreement, together with any applicable Statement of Work or engagement letter, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and understandings, whether written or oral.

2. Services

BeHuman Capital provides human capital strategy, venture portfolio operations, operator network services, and related advisory and platform services as described on our website and in applicable Statements of Work ("SOW"). Each SOW is incorporated by reference. We operate across our New York, San Francisco, and Dubai DIFC offices.

3. Fees & Payment

Fees, payment schedules, and deliverables are defined in each SOW or engagement letter. Invoices are due and payable within 30 days of issuance unless otherwise agreed in writing. Past-due amounts accrue interest at 18% per annum (1.5% per month) from the due date. Upon termination for any reason, Client shall pay for all services rendered through the effective termination date.

4. Intellectual Property

Each party retains all rights in its pre-existing intellectual property. Work product created specifically for a Client under a SOW becomes Client property upon receipt of full payment. BeHuman Capital retains the right to use anonymized, aggregated insights derived from engagements to develop and improve our frameworks and methodologies, including MuShuHaRi and S+3 Agile.

5. Confidentiality

Each party agrees to maintain the confidentiality of the other party's non-public information and to use it solely for the purposes of the engagement. This obligation survives termination for a period of three (3) years. Neither party shall issue a press release or public announcement referencing the other without prior written consent.

6. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BEHUMAN CAPITAL'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL BEHUMAN CAPITAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Nothing in this Agreement limits or excludes liability for fraud, gross negligence, willful misconduct, or any liability that cannot be excluded under applicable law.

7. Warranties & Disclaimers

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WHILE WE APPLY PROFESSIONAL CARE AND EXPERTISE, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT SPECIFIC BUSINESS OUTCOMES WILL BE ACHIEVED. NOTHING ON THIS WEBSITE CONSTITUTES FINANCIAL, LEGAL, SECURITIES, OR INVESTMENT ADVICE.

8. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, pandemic, war, terrorism, labor disputes, government actions, or failures of third-party infrastructure. The affected party shall provide written notice within five (5) business days of the event. If the condition persists beyond 60 days, either party may terminate the affected SOW without further liability, subject to payment for services already rendered.

9. Termination

Either party may terminate an engagement upon 30 days' written notice. We may terminate immediately upon written notice for material breach if such breach remains uncured for 14 days following written notice. Upon termination, Client shall pay all fees for services rendered through the termination date.

10. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. Any dispute shall first be submitted to good-faith negotiation for 30 days. If unresolved, disputes shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with the seat of arbitration in New York, New York, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek emergency injunctive relief in the courts of Delaware without waiving this arbitration clause.

11. Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

12. Amendments

We may update this Agreement from time to time. Material changes will be communicated via email or website notice at least 14 days before they take effect. Continued use of our services after the effective date constitutes acceptance of the revised Agreement.

13. Contact

BeHuman Capital LLC
New York, NY · San Francisco, CA · Dubai DIFC
compliance@agilecatalyst.ai