This Product Schedule forms part of SupaHuman's Master Services Agreement (the General Terms) and applies where a SOW or order form includes a subscription to VETos or Nova 5 (including Nova Classroom). It carries the terms that are specific to those products. Capitalised terms have the meaning given in the General Terms unless defined here. Where this Schedule states that it modifies a clause of the General Terms, this Schedule prevails for VETos and Nova 5. The Data Processing Addendum, the Service Level Agreement and, where onboarding services are included, the Onboarding Services Schedule also apply, as set out in clause 2.5 of the General Terms.
1. The Services
1.1 Products
"VETos" is the AI operating system for vocational education, which designs, contextualises, maps and validates training and assessment materials against your scope. "Nova 5" is the AI coaching and practice platform for vocational education and workforce development, which builds and delivers learning and practice activities to learners, and includes Nova Classroom for running activities with a class in the room. VETos and Nova 5 are companion products and may be subscribed to together or separately. References to VETos or Nova 5 in this Schedule apply to that product where it is included in the SOW.
1.2 Hosted service
The Services are provided as hosted services. Subject to the General Terms, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term, for your internal business and educational purposes, within the Licence Entitlement and usage limits in the SOW. Nothing in this Agreement grants you a licence to the underlying software or any right to copy, adapt, distribute or commercially exploit it.
1.3 Updates
We may update and improve the Services during the Term, provided updates do not materially reduce the core functionality you have subscribed to. The current description of each product's capabilities and boundaries is published at https://nova.supahuman.app/service-description for Nova 5 and in the VETos documentation.
1.4 Trials
Where we provide a free trial, the trial Services are provided as-is for evaluation, the warranties in clause 6.5 of the General Terms and the SLA do not apply, and we may end the trial at any time. Trial data is deleted 30 days after the trial ends unless you have subscribed by then. Everything else in this Agreement applies to a trial, including the acceptable use, Outputs and data clauses.
1.5 Nova 5 self-service subscriptions
Where you subscribe to Nova 5 through the app at https://nova.supahuman.app rather than under a signed SOW, your acceptance of these terms in the app is the SOW, the Licence Entitlement is the number of learners you select, the Charges are the prices published in the app at the time, and payment is by card through our payment provider, monthly in advance, with the annual plan mechanics of clause 7.2 of the General Terms replaced by the billing cycle you select in the app. You may cancel a self-service subscription from the app with effect from the end of the current billing cycle, and the renewal reminder in clause 3.2 of the General Terms is replaced by the billing notices the app sends.
2. Users and learners
2.1 Your users
You are responsible for your users' compliance with this Agreement and for keeping access credentials secure. You must tell us promptly if you become aware of unauthorised access to your account.
2.2 Learners
Where you give learners access to Nova 5, you are responsible for enrolling them, for the lawful basis on which their personal information is collected and shared with us, and for the notices you give them. Learner personal information is Customer Data, and the DPA applies to our processing of it. Learners use Nova 5 under your supervision and under the in-app terms we show them, which do not create a contract between us and the learner that displaces this Agreement.
3. Additional acceptable use
In addition to clause 3.5 of the General Terms, you must not, and must ensure your users do not: (a) use the Services, or any Output, to develop a competing product or service, or to train an AI model that competes with the Services; (b) provide access to the Services to anyone other than your permitted users and learners; (c) attempt to circumvent, disable or degrade any safeguard described in clause 5; or (d) use the Services to generate content on sensitive topics other than for legitimate education and training purposes within your scope. A breach of paragraph (c) or (d) is a material breach of this Agreement and grounds for suspension under clause 8.
4. Outputs
4.1 What Outputs are
The Services use artificial intelligence, including models from AI Model Providers, to generate content such as training and assessment materials, mapping, learner guides, learning activities, role plays, simulations and formative feedback (Outputs).
4.2 Ownership
Outputs generated for you are deliverables created exclusively for you for the purposes of clause 5.1 of the General Terms and are Customer-Owned IP. They vest in you on generation, subject to payment of the Charges for the subscription period in which they were generated. SupaHuman-Owned IP embedded in Outputs (including templates, structures and methodologies) is licensed to you under clause 5.3 of the General Terms, perpetually for Outputs you have exported and paid for. Outputs may be similar to outputs generated for other customers, and nothing in this clause gives you exclusivity over the ideas, structures or facts an Output contains.
4.3 Review and responsibility
Outputs are generated by AI and may be inaccurate, incomplete or unsuitable. Outputs are not professional, legal or compliance advice, and we give no warranty that any Output is accurate or compliant with any regulatory standard. You must review and validate all Outputs before use, applying appropriate human oversight, and you are solely responsible for the accuracy, suitability and regulatory compliance of any Output you choose to use. As the registered training provider, you retain sole accountability to your regulator (including ASQA, NZQA, the Tertiary Education Commission or any equivalent body) for compliance with applicable standards, assessment validity, academic integrity and learner outcomes.
4.4 Nova 5 is formative
Where the Services include 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 your qualified assessors. You must not present Nova 5 output to a learner, employer or regulator as an assessment decision, and must apply your own assessment processes to any evidence a learner produces in Nova 5. Nova 5's automated decisions register, published at https://nova.supahuman.app/automated-decisions, lists what the AI may and may not decide.
4.5 AI Model Providers
The Services depend on AI Model Providers. We may change AI Model Providers and will tell you about material changes as set out in clause 9.8 of the General Terms. We are not liable for unavailability or degradation of the Services caused by an AI Model Provider, as further described in the SLA.
5. Sensitive subject matter and safeguards
5.1 Legitimate educational context
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 Services are designed to generate content on such topics only in a legitimate educational context: grounded in the relevant unit or standard on your scope, framed for trainers, assessors and learners, and always subject to your review obligations in clause 4.3.
5.2 Layered safeguards
We apply safeguards to sensitive subject matter at two levels: (a) platform safeguards operated by us, including content policies and contextual guardrails tuned for vocational education, grounding of generation in the applicable training product and your educational context, an automated reviewer that checks generated activities for grounding, correctness, safety and cultural respect, monitoring for misuse, and audit trails of generation activity; and (b) model safeguards built into the AI Model Providers' models, whose providers apply their own safety systems and usage policies to inputs and outputs. We select reputable AI Model Providers and configure the Services to operate within their usage policies.
5.3 Limits of safeguards
You acknowledge that: (a) no safeguard is infallible, and the safeguards in clause 5.2 do not relieve you of your review and oversight obligations; (b) safeguards, including model safeguards outside our direct control, may occasionally decline or constrain a request that has a legitimate educational purpose, in which case you may contact support and we will work with you in good faith to enable the legitimate use; and (c) safeguards will evolve as models, standards and community expectations change, and we may update them from time to time provided the core functionality of the Services is not materially reduced.
6. Content indemnity
6.1 Relationship to the General Terms
This clause 6 modifies clause 5.6 of the General Terms: for VETos and Nova 5, clause 5.6 applies to the Services and the AI Platform but not to Outputs. Claims that an Output infringes a third party's intellectual property rights are dealt with only under this clause 6.
6.2 Our content indemnity
Subject to clauses 6.4 to 6.7, we will indemnify you against any damages, costs and reasonable legal fees finally awarded against you, or agreed in settlement by us, in respect of a third-party claim that an Output generated by the Services from our own research, and used in accordance with this Agreement, infringes that third party's copyright. In this clause 6, Customer Materials means any reference sources, documents, data, inputs or other materials you supply, upload or direct the Services to use, together with any specific instructions you give as to the content to be produced.
6.3 Your content warranty and indemnity
You warrant that you own, or hold all rights, licences and consents necessary to supply, and to have the Services use, the Customer Materials. You will indemnify us 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 your breach of this warranty, or from an Output produced in accordance with your specific instructions where the infringement results from following those instructions. Your total aggregate liability under this clause 6.3 is subject to the Content Indemnity Cap in clause 6.7, applied reciprocally.
6.4 Exclusions
The indemnity in clause 6.2 does not apply to any claim to the extent it arises from: (a) the Customer Materials, or any reference source you supplied or directed the Services to use; (b) modification of the Output by anyone other than us; (c) combination or use of the Output with materials not provided by us, 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) your continued use of the Output after we have notified you to stop and offered a non-infringing alternative.
6.5 Conditions
The right to indemnity under clauses 6.2 and 6.3 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.
6.6 Remedies
If any Output is, or in our reasonable opinion is likely to become, the subject of a claim under clause 6.2, we may at our 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 you the right to continue using it; or (c) if neither (a) nor (b) is commercially reasonable, require you to cease using the affected Output and refund a pro rata portion of the prepaid, unused Charges attributable to it. This clause 6.6, together with clause 6.2, states your sole and exclusive remedy, and our entire liability, for any claim that an Output infringes a third party's intellectual property rights.
6.7 Content Indemnity Cap
Our total aggregate liability under clause 6.2 will not exceed the greater of: (a) two times the total Charges paid by you under the relevant SOW in the 12 months preceding the date of the claim; or (b) NZD 50,000 (or AUD 50,000 where you contract with Supahuman Pty Ltd), and in any event will not exceed NZD 250,000 (or AUD 250,000 where you contract with Supahuman Pty Ltd) (the Content Indemnity Cap). The Content Indemnity Cap is our sole and entire liability for all claims under clause 6.2, whether arising from one claim or many. It is not cumulative with the caps in clause 11.1 of the General Terms: our total aggregate liability under this Agreement, across all claims of every kind, will not exceed the higher of the applicable cap in clause 11.1 and the Content Indemnity Cap. For this cap, liability means damages and settlement sums payable to a third party or to you, and excludes our own costs of defending or settling the claim.
7. Subscription fees
7.1 VETos
Unless the SOW provides otherwise, VETos is priced per unit of competency or skill standard on your scope, with unlimited users. The Licence Entitlement is the number of units or standards in the SOW, and clause 3.6 of the General Terms applies if you add units or standards during the Term.
7.2 Nova 5
Unless the SOW provides otherwise, Nova 5 is priced per committed learner per month, plus a monthly fee for each unit or standard Nova 5 builds and keeps current, with optional extras (such as CPD drip-feed and Nova Classroom) priced per course per month. Learners above your committed number are charged at the overage rate in the SOW; using fewer does not reduce the Charges. Nova 5 unit fees are waived while you hold a current VETos subscription covering those units.
7.3 Rate card
Our current rate card is published at https://www.supahuman.com/pricing. Renewal Charges are set in accordance with clause 3.3 of the General Terms.
8. Suspension
We may suspend access to the Services: (a) for non-payment, after 10 Business Days' written notice; (b) immediately where reasonably necessary to address a security emergency, a breach of clause 3 or unlawful use; or (c) where required by law. Suspension will be proportionate, limited to the affected part of the Services where practicable, and lifted promptly once the cause is resolved. We will give notice as soon as reasonably possible. Charges continue to accrue during a suspension under paragraph (a) or (b).
9. Insurance
We will maintain during the 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.
10. Government customers
Where you are a state, territory or federal government entity in Australia (including a TAFE) or a Crown entity, government department or Te Pūkenga division in New Zealand, the parties may record agreed variations in the SOW, including termination for convenience with a pro rata refund of prepaid, unused Charges, audit access, and data residency commitments, and those variations prevail over the General Terms.
11. Data export
In addition to clause 3.4 of the General Terms, on termination or expiry we will make Customer Data and your Outputs available for export in a standard format (for VETos, Word and PDF documents and spreadsheets; for Nova 5, SCORM packages where supported and CSV learner records) for 30 days.