Terms of service.

1Definitions

“Agreement” means the Order, these Terms and the Data Processing Addendum. “Service” means the timeware® HRMS cloud service, including the web application, the ESS and Fire Marshal mobile apps, and the managed service. “Hardware” means attendance and access devices supplied by timeware (including biometric terminals, NFC pucks, cards and fobs). “Customer Data” means data submitted to the Service by or for the Customer. “Subscription” means the per-employee monthly right to access the Service.

2The service

• timeware UK Ltd grants the Customer a non-exclusive, non-transferable right to access and use the Service for its internal business purposes for the duration of the Subscription.
• Every module of the Service is included in the Subscription. There are no per-feature charges.
• The managed service is included: configuration, housekeeping, report building and ongoing changes are performed by timeware UK Ltd on the Customer’s instruction.
• timeware UK Ltd may improve or modify the Service, and will not materially degrade its core functionality during a Subscription term.

3Subscription and payment

• The Subscription comprises a live employee limit and an archived employee limit chosen by the Customer in the Order. Charges are calculated on those subscribed limits, per employee per month at the rates in the Order, invoiced in advance in pounds sterling.
• The Service may hold live and archived employee records up to the subscribed limits. The Customer may ask timeware UK Ltd to raise either limit at any time, or lower it to no less than the number of live or archived employee records then held in the Service; timeware UK Ltd applies the change and billing adjusts from the next invoice.
• Subscriptions are billed through Stripe, timeware UK Ltd’s payment provider, against the subscribed limits. Where invoicing is agreed instead, invoices are payable within 30 days, and timeware UK Ltd may charge statutory interest on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998.
• Rates may change with at least 60 days’ written notice; the Customer is free to terminate under clause 4 before a change takes effect.

4Term and termination

• The Subscription is a rolling monthly agreement with no minimum term. The Customer may terminate at any time with 30 days’ written notice; there is no tie-in and no early-termination charge.
• Either party may terminate immediately for material breach not remedied within 30 days of written notice, or on the other party’s insolvency.
• On termination, Customer Data is returned and deleted in accordance with the Data Processing Addendum. The Customer’s timeware® Professional database, where one exists from a migration, remains the Customer’s property throughout.

5Hardware

• Hardware is optional and supplied under the Order at the prices stated. Risk passes on delivery; title passes on payment in full.
• Hardware carries the manufacturer’s warranty. timeware UK Ltd will manage warranty claims on the Customer’s behalf.
• Hardware is configured and enrolled against the Customer’s tenant by timeware UK Ltd as part of the managed service.

6Customer obligations

• The Customer is responsible for the accuracy of Customer Data, for its users’ credentials, and for using the Service in accordance with applicable law, including establishing a lawful basis for biometric attendance verification where enabled.
• The Customer shall not resell the Service, attempt to access another tenant’s data, reverse engineer the Service, or use it to develop a competing product.
• The Service supports access control functionality but is not fault-tolerant and is not designed for use in hazardous environments requiring fail-safe performance. The Customer should risk-assess deployment in critical settings.

7Data protection

Each party shall comply with its obligations under UK GDPR and the Data Protection Act 2018. In respect of Customer Personal Data the Customer is the controller and timeware UK Ltd is the processor, and the Data Processing Addendum forms part of this Agreement.

8Intellectual property

timeware UK Ltd and its licensors own all intellectual property rights in the Service, including the database schema and structures of the Customer’s dedicated database. The Customer owns Customer Data. Each party grants the other only the licences expressly stated in this Agreement.

9Availability and support

• timeware UK Ltd provides the Service with reasonable skill and care and targets 24/7 availability, with planned maintenance notified in advance and scheduled outside UK business hours where practicable.
• Support is available Monday to Friday, 8:30 to 17:30 UK time, excluding public holidays, by phone and through the Service.
• The Service is backed by UK geo-redundant disaster recovery as described in the IT security briefing.

10Warranties and liability

• Each party warrants it has the authority to enter into this Agreement. timeware UK Ltd warrants the Service will perform materially as described in the Documentation.
• Neither party excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
• Subject to the above, neither party is liable for indirect or consequential loss, and each party’s total aggregate liability in any 12-month period is capped at the Subscription fees paid in that period.

11General

This Agreement is the entire agreement between the parties and supersedes prior arrangements. Neither party may assign it without the other’s written consent, not to be unreasonably withheld. No third party has rights under the Contracts (Rights of Third Parties) Act 1999. It is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.