The agreement that governs access to the website and use of the Oneward services.
Last updated 7 September 2026These Terms of Service ("Terms") are a binding agreement between Oneward, Inc., a Delaware corporation ("Oneward"), and the organization that accesses the website or uses the Services ("Customer"). By accessing the website, creating an account, signing an Order Form or using the Services, the Customer accepts these Terms.
1.1 "Services": the Oneward platform, AI agents, application programming interfaces, website, Documentation, and related support and professional services.
1.2 "Order Form": an ordering document or master services agreement signed by both parties that references these Terms.
1.3 "DPA": Oneward's Data Processing Agreement, available on request from legal@oneward.com.
1.4 "Customer Data": all data submitted to the Services by or on behalf of the Customer, including Worker Data.
1.5 "Worker Data": personal data of the Customer's employees, contractors, candidates and other workforce members.
1.6 "Output": any proposal, analysis, reconciliation, recommendation, draft or other content generated by the Services' AI features.
1.7 "Usage Data": technical and operational data about the use and performance of the Services, excluding Customer Data.
1.8 "De-identified Data": data derived from Customer Data from which all identifiers of the Customer and of individuals have been removed so that it cannot reasonably be linked to them.
1.9 "Documentation": Oneward's then-current technical and user documentation.
1.10 "Users": individuals authorized by the Customer to use the Services.
1.11 "Region-Specific Customer": a Customer whose principal place of business is in the EEA, the United Kingdom or Switzerland.
2.1 The Services are offered to businesses and organizations only. There is no consumer offering. The person accepting these Terms represents that they act for an organization, are authorized to bind it, and are at least 18 years old.
2.2 If the Customer has signed an Order Form, these Terms govern the Services to the extent not modified by that Order Form.
3.1 In case of conflict: (1) the Order Form; (2) the DPA; (3) these Terms, including the Annexes; (4) the Documentation.
4.1 Oneward provides the Services described in the Order Form and the Documentation and may improve them over time.
4.2 Pilots and design partner engagements are governed by Annex C.
4.3 Free trials and features labeled beta, preview, early access or similar ("Beta Features") are provided AS IS, may be changed, limited or discontinued at any time, and carry no warranty, service level or support commitment.
5.1 The Customer is responsible for its Users, for keeping credentials confidential, for all activity under its accounts, and for promptly deprovisioning Users who leave. The Customer must notify Oneward promptly at security@oneward.com of any suspected unauthorized access.
5.2 Oneward may rely on instructions from any User with administrative rights.
6.1 The Customer will not, and will not permit anyone to: (a) reverse engineer, decompile or disassemble the Services or attempt to derive source code, models, weights, prompts or algorithms, except to the extent applicable law prohibits this restriction; (b) access the Services by automated means outside documented APIs, or scrape or bulk-extract data; (c) publish or disclose benchmarks or performance comparisons without Oneward's prior written consent; (d) use the Services or Outputs to build, train or improve a competing product or model, or make them available to a competitor of Oneward; (e) use the Services to monitor individuals unlawfully, or to make decisions on consumer credit, housing, insurance or similar eligibility; (f) use the Services in any application where failure could lead to death, personal injury or severe physical or environmental damage ("High-Risk Use"); (g) upload malicious code, interfere with the Services, or circumvent access controls or usage limits; (h) use the Services in violation of law or of the rights of others; or (i) violate the acceptable use policies of the AI model providers used by the Services, which are incorporated by reference and available on request.
6.2 Oneward may investigate violations and take appropriate action, including suspension under Section 16.
7.1 Outputs are proposals. The Services generate Outputs using probabilistic AI models. Outputs may be inaccurate, incomplete or inappropriate for the Customer's circumstances. The Customer must review every Output before relying on it or acting on it. Actions that move money or change access rights are held for human approval and are executed only on the Customer's instruction.
7.2 No professional advice. Oneward does not provide legal, tax, payroll, accounting, HR or compliance advice. Outputs are not a substitute for professional judgment, and the Customer remains solely responsible for its employment, payroll and compliance decisions.
7.3 Responsibility for AI use. As between the parties, the Customer is the deployer of the AI features under the EU AI Act and the employer responsible under all laws governing the use of AI or automated tools in employment. The Customer is responsible for human oversight, for informing its workforce and workforce representatives as required by law, for bias audits and impact assessments, and for any required notices or consents, including under NYC Local Law 144, the Illinois Human Rights Act as amended, California's regulations on automated-decision systems in employment, Colorado's AI law, and any similar law. Annex B allocates these roles in more detail. Oneward will provide reasonable cooperation and available documentation.
7.4 Changes to AI features. Oneward may add, modify, route among, suspend or retire AI models and agents, using reasonable efforts to maintain materially equivalent functionality for paid subscriptions.
7.5 Inputs. The Customer is responsible for the accuracy and lawfulness of all inputs and instructions given to the Services.
8.1 Ownership. As between the parties, the Customer owns Customer Data.
8.2 License. The Customer grants Oneward a non-exclusive, worldwide license to host, copy, process, transmit and display Customer Data as necessary to provide, secure and improve the Services in accordance with these Terms and the DPA.
8.3 Customer warranties. The Customer represents and warrants that (a) it has all rights, licenses, consents and lawful bases required for Oneward to process Customer Data as contemplated, including for special categories of personal data and for processing by AI model providers; (b) it has provided all notices to Workers, works councils and other representatives required by applicable law; (c) its instructions comply with applicable law; and (d) Customer Data does not infringe or violate the rights of any third party.
8.4 Hosting region. Customer Data is hosted in the geographic region designated in the Order Form (the European Union or the United States). The Customer is responsible for selecting a region appropriate to its legal obligations.
8.5 Customer indemnity. The Customer will defend and indemnify Oneward, its affiliates and their personnel against all third-party claims, and all resulting damages, penalties, costs and reasonable attorneys' fees, arising out of or relating to Customer Data, the Customer's instructions, the Customer's employment, payroll or personnel decisions, the Customer's use of Outputs, or the Customer's breach of Sections 6, 7 or 8 or of applicable law. Annex A applies to Region-Specific Customers.
9.1 Oneward owns Usage Data and De-identified Data and may use them during and after the term to operate, secure, analyze, benchmark and improve the Services and to develop new products. Oneward will not re-identify De-identified Data and will not disclose Usage Data or De-identified Data in a form that identifies the Customer or any individual.
9.2 Oneward does not use Customer Data to train foundation models, and does not permit its model providers to do so, without the Customer's written consent.
10.1 Oneward and its licensors own all right, title and interest in the Services, the Documentation, the models, agents and know-how underlying them, and all improvements and derivatives. Except for the limited right to use the Services during the term, no rights are granted, by implication or otherwise.
10.2 Feedback. If the Customer or its Users provide suggestions, ideas or feedback, Oneward may use them without restriction or compensation under a perpetual, irrevocable, worldwide, royalty-free license.
10.3 Oneward's name, logo and marks may not be used without written consent.
11.1 "Confidential Information" means non-public information disclosed by one party to the other in connection with the Services that is marked confidential or would reasonably be understood to be confidential. The Services, pricing and Documentation are Oneward's Confidential Information; Customer Data is the Customer's Confidential Information.
11.2 The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisers bound by comparable obligations.
11.3 Exclusions: information that is or becomes public without breach, was already known to the receiving party, is independently developed, or is received from a third party without restriction.
11.4 Compelled disclosure is permitted to the extent legally required, with prompt notice to the other party where lawful.
11.5 These obligations last five years after termination; trade secrets remain protected for as long as they qualify as trade secrets.
12.1 Oneward maintains the technical and organizational measures described on the Trust & Security page, which is incorporated as the security standard for the Services and may be updated so long as overall protection is not materially reduced.
12.2 The DPA applies to the processing of personal data under these Terms and is incorporated by reference where the GDPR, the UK GDPR, the Swiss FADP or similar law applies. The DPA is available on request from legal@oneward.com.
13.1 Fees are stated in the Order Form. Unless the Order Form says otherwise, fees are invoiced annually in advance and are due within 30 days of the invoice date.
13.2 All fees are non-refundable except as expressly stated in these Terms.
13.3 Overdue amounts accrue interest at the lower of 1.5 percent per month and the maximum rate permitted by law, plus reasonable collection costs.
13.4 Oneward may suspend the Services for non-payment ten days after written notice of non-payment.
13.5 Fees exclude taxes. The Customer is responsible for all sales, use, value added, withholding and similar taxes, other than taxes on Oneward's net income. Payments are made without set-off or deduction.
13.6 Oneward may change fees effective at renewal by giving at least 30 days' notice before the renewal date.
13.7 Usage in excess of the quantities in the Order Form is invoiced at the then-current rates.
14.1 The subscription term is stated in the Order Form and renews automatically for successive terms of 12 months unless either party gives written notice of non-renewal at least 60 days before the end of the current term.
14.2 Either party may terminate for the other's material breach that remains uncured 30 days after written notice describing the breach.
14.3 Either party may terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or comparable proceedings not dismissed within 60 days.
14.4 Oneward may terminate a subscription for convenience on 90 days' written notice. In that case Oneward's sole obligation and the Customer's sole remedy is a pro rata refund of prepaid fees for the unused remainder of the term.
15.1 On termination or expiry, the Customer's right to use the Services ends and all unpaid fees for the remainder of the term become due, unless termination was for Oneward's uncured breach or under Section 14.4.
15.2 Export. For 30 days after termination, the Customer may export Customer Data through the Services or by request in a standard machine-readable format. Oneward deletes Customer Data within 90 days after that window closes, subject to backups being purged on the ordinary cycle and to legal retention obligations.
15.3 Sections 6, 8.5, 9, 10, 11, 13, 15, 17, 18, 19, 21, 25 and 29, and any other provision that by its nature should survive, survive termination.
16.1 Oneward may suspend access to all or part of the Services, with notice where practicable, if (a) the Services face a security threat; (b) the Customer or a User breaches Section 6 or uses the Services unlawfully; (c) fees are overdue under Section 13.4; or (d) continued use risks harm to Oneward, its other customers or third parties. Oneward will limit the suspension to what is necessary and restore access when the cause is resolved.
17.1 Limited warranty. For paid subscriptions, Oneward warrants that the Services will perform materially in accordance with the Documentation. The Customer's sole and exclusive remedy for breach is that Oneward will correct the non-conformity and, if Oneward cannot do so within a reasonable time, either party may terminate the affected subscription and Oneward will refund prepaid fees for the unused remainder of the term.
17.2 Disclaimer. Except as stated in Section 17.1, the Services, Outputs, trials and Beta Features are provided AS IS and AS AVAILABLE. To the maximum extent permitted by law, Oneward disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation.
17.3 Outputs. Oneward does not warrant that any Output is accurate, complete, current, lawful or fit for any purpose.
17.4 No compliance warranty. Oneward does not warrant that the Customer's employment, payroll, tax or compliance decisions or results, made with or without the Services, comply with any law.
17.5 Third-party services and integrations are provided by third parties without warranty from Oneward.
18.1 Oneward will defend the Customer against any third-party claim alleging that the Services, as provided by Oneward and used in accordance with these Terms, infringe a patent, copyright or trademark or misappropriate a trade secret, and will pay damages finally awarded or agreed in settlement.
18.2 Exclusions: claims arising from Customer Data; from combinations with items not provided by Oneward; from modifications not made by Oneward; from use in breach of these Terms; from Outputs; or from trials or Beta Features.
18.3 Remedies. If the Services are or may be enjoined, Oneward may procure the right to continue, modify or replace the Services with functionally equivalent ones, or terminate the affected Services and refund prepaid fees for the unused remainder of the term. This Section states Oneward's entire liability for infringement.
18.4 Procedure. The indemnified party must give prompt notice, sole control of the defense and settlement to the indemnifying party, and reasonable cooperation. No settlement may impose obligations on the indemnified party without its consent.
19.1 Exclusion. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, consequential, special, punitive or exemplary damages, or for lost profits, revenue, business or goodwill, lost or corrupted data, or the cost of substitute services, however caused and under any theory of liability, even if advised of the possibility.
19.2 Cap. Each party's total aggregate liability arising out of or relating to these Terms, the Services and the DPA will not exceed the fees paid or payable by the Customer to Oneward in the 12 months immediately preceding the event giving rise to the claim. This cap applies to claims under the DPA and to claims relating to security incidents and personal data breaches.
19.3 Carve-outs. Sections 19.1 and 19.2 do not apply to (a) a party's indemnification obligations under Sections 8.5 and 18; (b) the Customer's payment obligations; or (c) liability that cannot be limited under applicable law.
19.4 The parties agree that these limitations are a fundamental basis of the bargain and are reflected in the fees. Annex A modifies this Section for Region-Specific Customers.
20.1 Oneward may identify the Customer as a customer, including by name and logo, on its website and in marketing materials. The Customer may withdraw this permission at any time by emailing legal@oneward.com.
21.1 Each party will comply with applicable export control and sanctions laws. The Customer represents that neither it nor its Users are located in, or are nationals of, a country or territory subject to comprehensive sanctions, or listed on any government restricted-party list, and that it will not use the Services in violation of such laws.
22.1 The Services are commercial computer software and commercial computer software documentation. Government users acquire only the rights set out in these Terms.
23.1 The Customer may connect the Services to its own HRIS, payroll, identity and other systems ("Third-Party Services"). The Customer authorizes Oneward to access and exchange data with Third-Party Services as configured by the Customer and is responsible for its credentials and API keys. Oneward is not responsible for Third-Party Services, their availability, or changes they make.
24.1 Oneward may modify these Terms by posting the updated version on this page and, for Customers with active accounts, by email or in-app notice. Material changes take effect 30 days after notice; other changes take effect on posting. Continued use after the effective date constitutes acceptance. If a material change is adverse to the Customer, the Customer may terminate the affected subscription by notice to legal@oneward.com before the change takes effect, and Oneward will refund prepaid fees for the unused remainder of the term.
25.1 Governing law. These Terms are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
25.2 Informal resolution. Before starting arbitration, a party must give written notice of the dispute to the other party, and the parties will attempt in good faith to resolve it within 60 days.
25.3 Arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures before a single arbitrator, seated in Wilmington, Delaware, conducted in English. The Federal Arbitration Act governs this Section. Judgment on the award may be entered in any court of competent jurisdiction.
25.4 Individual proceedings. Disputes are resolved on an individual basis. The parties waive any right to participate in a class, collective or representative proceeding, and waive any right to a jury trial.
25.5 Exceptions. Either party may seek injunctive or other equitable relief in court to protect intellectual property or Confidential Information, and either party may bring an individual claim in a small claims court of competent jurisdiction.
25.6 Limitation period. Any claim arising out of or relating to these Terms must be brought within one year after it accrues, unless a longer period cannot be waived under applicable law.
25.7 Courts. For matters not subject to arbitration, the state and federal courts located in Wilmington, Delaware have exclusive jurisdiction, and each party submits to their personal jurisdiction.
26.1 Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government action, failures of Third-Party Services, internet or utility failures, and epidemics.
27.1 Oneward may assign these Terms, in whole or in part, without consent, including to an affiliate or in connection with a merger, acquisition, reorganization or sale of assets. The Customer may not assign these Terms without Oneward's prior written consent, not to be unreasonably withheld. Any other assignment is void.
28.1 Notices to Oneward must be sent to legal@oneward.com. Notices to the Customer may be sent to the email address associated with its account or stated in the Order Form. Notices are effective on receipt, or on the next business day if received outside business hours.
29.1 These Terms, the Order Form, the DPA and the Documentation constitute the entire agreement on their subject matter and supersede all prior agreements and understandings. Terms in purchase orders or similar Customer documents are rejected. If a provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder stays in effect. A waiver is effective only in writing and only for the instance given. The parties are independent contractors; there are no third-party beneficiaries. Headings are for convenience only. These Terms may be signed electronically and in counterparts. The English version controls over any translation.
A.1 Scope. This Annex applies to Region-Specific Customers and prevails over the corresponding provisions of the Terms.
A.2 Liability (replaces Section 19).
(a) Oneward is liable without limitation for damage caused intentionally or by gross negligence, for injury to life, body or health, under mandatory product liability law, for guarantees it has expressly given, and for fraudulently concealed defects.
(b) In case of slight negligence, Oneward is liable only for the breach of essential contractual obligations (obligations whose fulfilment is a prerequisite for the proper performance of the agreement and on whose fulfilment the Customer regularly relies), and in that case only for damage that was typical and foreseeable at the time the agreement was concluded.
(c) The parties agree that the typical and foreseeable damage under (b) is limited, in the aggregate for all claims in a contract year, to the fees paid or payable by the Customer in the 12 months preceding the event giving rise to the claim.
(d) Any further liability of Oneward is excluded. This Annex does not change the statutory burden of proof to the Customer's detriment. The limitations also apply to the personal liability of Oneward's personnel and agents.
(e) The Customer's indemnity in Section 8.5 applies to the extent the underlying claim results from the Customer's breach of its obligations, and the Customer's liability under it is subject to the same standards as (a) to (d), applied to the Customer.
A.3 Warranty. Section 17 applies to the extent permitted by mandatory law. The AS IS provisions apply only to trials and Beta Features and do not limit the liability reserved in A.2.
A.4 Renewal and termination. Section 14 applies. A Region-Specific Customer may also terminate for good cause in accordance with mandatory law.
A.5 Dispute resolution. Section 25 applies. A Region-Specific Customer may, with Oneward's written consent given after the dispute has arisen, bring claims against Oneward before the courts of Berlin, Germany instead of arbitration.
A.6 Mandatory law. Nothing in the Terms limits rights that cannot be limited under the mandatory law of the Customer's country.
B.1 Classification. AI features used for decisions about recruitment, promotion, termination, task allocation, monitoring or evaluation of workers may qualify as high-risk AI systems under Annex III of the EU AI Act (Regulation (EU) 2024/1689). As between the parties, Oneward is the provider and the Customer is the deployer of such features.
B.2 Timing. The obligations in this Annex apply as and when the corresponding obligations apply under the AI Act, as amended from time to time. The transparency obligations in Article 50 and the AI literacy duty in Article 4 apply from 2 August 2026.
B.3 Oneward (provider) will, as and when required: maintain a risk management system and technical documentation; enable logging; provide instructions for use and the information needed for human oversight; and cooperate with competent authorities.
B.4 Customer (deployer) will, as and when required: use the AI features in accordance with Oneward's instructions; assign human oversight to persons with the competence, training and authority to intervene or override; ensure that input data under its control is relevant and sufficiently representative; monitor operation and inform Oneward of serious incidents or risks; retain the logs automatically generated by the system, to the extent under its control, for at least six months unless law provides otherwise; carry out any fundamental rights impact assessment required of it; and, before putting a high-risk AI system into use at the workplace, inform affected workers and their representatives.
B.5 US and other laws. The Customer is responsible for compliance with laws governing automated or AI-assisted employment decisions, including bias audits, candidate and employee notices, impact assessments and record keeping, and for giving Oneward timely notice of any information it needs from Oneward to comply. Oneward will make available the documentation it holds that is reasonably necessary for that purpose.
B.6 Upstream models. The general-purpose AI model providers used by the Services are responsible for their own obligations under the AI Act.
C.1 Scope. This Annex applies to any pilot, proof of concept or design partner engagement ("Pilot"), whether or not fees are charged, and prevails over conflicting provisions of the Terms.
C.2 AS IS. Pilot Services are provided AS IS, without warranty, service level or support commitment, and may be changed or withdrawn at any time.
C.3 Fees. Pilots are free of charge unless a pilot order states nominal fees.
C.4 Confidentiality and Feedback. Sections 10.2 and 11 apply. The Customer will provide reasonable feedback on the Pilot and participate in reasonable check-ins.
C.5 Term. Either party may end a Pilot on 14 days' written notice. Section 15.2 applies to export and deletion of Customer Data.
C.6 Liability. Each party's total liability under a Pilot is limited to the greater of USD 1,000 and the fees paid for the Pilot, except for liability that cannot be limited by law. For Region-Specific Customers, Annex A.2(a) applies in addition.
C.7 Conversion. Any continued use after the Pilot requires an Order Form.