ACCEPTING THE TERMS
Please read these Terms carefully before accessing or using the Services.
BY ACCESSING OR USING ANY OF THE SERVICES, YOU ARE AGREEING TO THESE TERMS; IF YOU DO NOT AGREE, PLEASE EXIT THE SERVICES AND DO NOT USE THE SERVICES OR ANY OF THEIR FEATURES.
These Terms form a legally binding agreement between you and TimeOFF in relation to your use of the Services.
You may not use the Services and may not accept the Terms if
(a) you are not of legal age to form a binding agreement with us, or
(b) you are a person who is either barred or otherwise legally prohibited from receiving or using the Services under the laws of the country in which you are resident or from which you access or use the Services, or
(c) if you do not have the necessary authority to enter into the agreement on behalf of Customer (defined below). Additional terms will be available with the relevant Services and those additional terms become part of your agreement with us if you use those Services.
Please check the Terms regularly as they may change from time to time. TimeOFF reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time to, for example, reflect changes to the law or changes to our Services. We’ll post notice of modifications to these Terms on this page. We’ll post notice of modified additional terms in the applicable Service. Changes will be effective immediately. Your continued use of the Services following the posting of changes will mean that you accept and agree to the changes. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service. If there is any inconsistency between these Terms and the additional terms, the additional terms will prevail to the extent of the inconsistency.
ORDERING SUBSCRIPTIONS AND PAYMENT OBLIGATIONS
A team subscription allows one or more Authorised Users to access the Services. Customers may add and remove individuals from the team subscription. “Customer” is the organisation that you represent in agreeing to the agreement. If you signed up for a team subscription using your corporate email domain, your organisation is Customer. “Authorised User” is an individual authorised by a Customer to access the Services. Individuals must be added to the team’s subscription to be considered Authorised Users. If you will be using the Services on behalf of an organisation, you agree to these Terms on behalf of that organisation and you represent that you have the authority to do so. In such a case, “you” and “your” will refer to that organisation.
Fees paid are non-refundable. If we agree to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date.
Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, accessible by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax. If any fees owed to us by Customer are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, terminate the Services until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that its account is overdue. Customer acknowledges and agrees that a termination will result in potential loss of access to Customer Content. We reserve the right, in our sole discretion, to change the fees specified at the Services interface , provided, however, that any change of fees does not apply to the then current term of this agreement. We shall notify the Customer at least thirty (30) days in advance of any change in the fees.
The free trial period shall last for a period specified at the Services interface.
An Authorised User may submit content or information to the Services, such as project names, timestamps, number of hours, notes, etc. (“Customer Content”). Customer Content is the sole responsibility of the individuals or entities that make it available. We are not responsible for what Customer’s Authorised Users do with Customer Content. That is Customer’s responsibility.
(a) inform Authorised Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Content; and
(b) ensure the transfer and processing of Customer Content is lawful.
As between us on the one hand, and Customer and any Authorised Users on the other, Customer will own all Customer Content. Subject to the Terms, Customer (for itself and all of its Authorised Users) grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Content, only as reasonably necessary
(a) to provide, maintain and update the Services;
(b) to prevent or address service, security, support or technical issues;
(d) as expressly permitted in writing by Customer. Customer represents and warrants that it has (and will continue to have during its use of the Services) secured all rights in and to Customer Content from its Authorised Users as may be necessary to grant this license.
We will (a) make the Services available to Customer and its Authorised Users as described in the Terms; and (b) not use or process Customer Content for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorised Users and any processing related to such use or otherwise necessary for the performance of the Contract. We do not guarantee that our site, or any content on it, will always be available or uninterrupted. Access to our site is permitted on a temporary basis and we may suspend, withdraw, discontinue or change all or any part of our site without notice. Your rights to use the Site are non-exclusive, non-transferrable and fully revocable at our discretion. We will not be liable to you if for any reason our site is unavailable for any period at any time.You are responsible for configuring your information technology systems in order to have access to the Site. We do not guarantee that our site will be secure or free from bugs or viruses, you should use your own virus protection software
We will provide support to Customers that are not on free trial on the routine use and operation of the Services, and diagnosis and solution of operational and technical problems. Support will be provided through email. Support will be carried out Monday to Friday, from 9h00 to 18h00 (London time). Following the reporting of any Services problem by Customer to us, we will initiate necessary action to resolve requests. Response times on workdays during office hours shall not exceed 24 hours. Response times will vary according to the nature of the instability or anomaly, and the risk it poses to the normal use of core features of the Services. We reserve the right to abandon attempts at a fix where the costs are likely to be excessive or the general benefits to our customers at large are likely to be negligible.
USING THE SERVICES
You agree that your failure to adhere to any of these conditions shall constitute a breach of these Terms on your part:
1. Customer agrees to comply with the Terms and ensure that its Authorised Users comply with the Terms. We may review conduct for compliance purposes, but we have no obligation todo so.
2. Customer must ensure that all Authorised Users are over 16 years old. The Services are not intended for and should not be used by anyone under the age of 16.
3. Customer is solely responsible for the way Customer or its Authorised Users choose to use the Services to store or process any Customer Data.
4. Customer agrees to, and ensures that its Authorised Users, use the Services solely as intended through and permitted by the normal functionality of the Services.
5. Customer agrees not to, and ensures that its Authorised Users do not, misuse our Services, for example, do not interfere with our Services or try to access them using a method other than the interface and the instructions that we provide.
6. Customer agrees not to, and ensures that its Authorised Users do not, alter or modify any part of Services.
7. Customer agrees to, and ensures that its Authorised Users, use our Services only as permitted by these Terms and by the applicable laws, including applicable export and control laws and regulations.
8. Customer agrees to not, and ensures that its Authorised Users do not, use the Services that are available on mobile devices in a way that distracts you and prevents you from obeying traffic or safety laws. You’re responsible at all times for your conduct and its consequences.
9. Customer agrees not to, and ensures that its Authorised Users do not, use the Services in a way that suggests that TimeOFF promotes or endorses Customer, or any third party’s, causes, ideas, products, sites, applications, platforms or services.
10. Customer may not, and ensures that its Authorised Users do not, use the Services to solicit the performance of any illegal activity or other activity that infringes the rights of TimeOFF or others.
11. Customer may not, and ensures that its Authorised Users do not, use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Services, or in any way reproduce or circumvent the navigational structure or presentation of the Services to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services, or in any way disable or otherwise interfere with any security related features of the Services or enforce limitations on use of the Services accessible via the Services.
12. Customer may not, and ensures that its Authorised Users do not, probe, scan or test the vulnerability of the Services or any network connected to the Services, nor breach the security or authentication measures on the Services or any network connected to the Services. Customer may not, and ensures that its Authorised Users do not, reverse look-up, trace or seek to trace any information on any other customer of TimeOFF, including any TimeOFF account not owned by 13. Customer, to its source, or exploit the Services or any service or information made available or offered by or through the Services, in any way where the purpose is to reveal any information, including but not limited to personal identification or information (including TimeOFF account names), other than your own information, as provided for by the Services.
14. Customer may not, and ensures that its Authorised Users do not, attempt to gain unauthorised access to any portion or feature of the Services, or any other systems or networks connected to the Services or to any TimeOFF server, or to any of the services offered on or through the Services, by hacking, password “mining” or any other illegitimate means.
15. Customer agrees that it will not, and ensures that its Authorised Users will not, take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or TimeOFF’s systems or networks, or any systems or networks connected to the Services or to TimeOFF.
16. Customer agrees not to, and ensures that its Authorised Users do not, use any device, software or routine to interfere or attempt to interfere with the proper working of the Services or any transaction being conducted on the Services, or with any other person’s use of the Services.
Customer agrees not to, and ensures that its Authorised Users do not, use or launch any automated system (including, without limitation, any robot, spider or offline reader) that accesses the Services in a manner that sends more request messages to the TimeOFF servers in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard (i.e. not modified) web browser.If Customer or its Authorised Users sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorised Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorised User or other Customer personnel.Customer agrees that it is solely responsible for (and that TimeOFF has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which TimeOFF may suffer) of any such breach.If we believe that there is a violation of the Terms that can simply be remedied by Customer, we will, in most cases, ask Customer to take direct action rather than intervene. However, we may suspend or stop providing our Services to you if you do not comply with our Terms or policies or if we are investigating suspected misconduct. own and will continue to own our Services, including all related intellectual property rights. We grant to Customer a non-transferable, non-exclusive, limited license for Customer and its Authorised Users to access and use the Services, including use the object code version of our Software, but solely as necessary to use the Services and in accordance with the Terms. All of our rights not expressly granted by this license are hereby retained.
LINKS TO OTHER SITES
Some of our Services, such as the Website, may contain links to other independent third party websites that are controlled and maintained by others. These linked sites are provided solely as a convenience to you. Such linked sites are not under TimeOFF’s control, and those links should not be interpreted as an endorsement by TimeOFF of the sites linked or referred to. TimeOFF is not responsible for and does not endorse the content of such linked sites, including any information or materials contained on such linked sites. You will need to make your own independent judgment regarding your interaction with these linked sites. We will not be liable for any loss or damage that may arise from your use of such websites.
Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Services, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including non-public business, product, technology and marketing information. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party. The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Services; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Services. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in these Terms. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
MODIFYING AND TERMINATING OUR SERVICES
We are constantly changing and improving our Services. We may add or remove functionalities or features and we may suspend or stop a Service altogether. You acknowledge and agree that we may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to customers generally at our sole discretion, provided that we give the Customer notice of termination at least sixty (60) days before the end of the Services. We may also add or create new limits to our Services at any time.
TERM AND TERMINATION
The agreement between the Customer and us remains effective until the subscription has expired or terminated. Unless otherwise agreed, all subscriptions automatically renew for additional periods equal to one (1) month or the preceding term, whichever is longer. Fees applicable to the renewal term are those in effect at the renewal date, provided, however>, that any change of fees has been notified to the Customer at least thirty (30) days in advance to the renewal date. Customer can stop the subscriptions from automatically renewing at any time. TimeOFF can give the Customer notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing. TimeOFF or Customer may terminate the agreement between Customer and TimeOFF on notice to the other party if the other party materially breaches the Terms and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of these Terms caused by its Authorized Users. We may terminate the agreement between Customer and us immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law. Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination. When the agreement between Customer and us comes to an end, all of the legal rights, obligations and liabilities that Customer and us have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.
Customer represents and warrants that it has validly entered into the agreement with us and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this agreement and the Terms.
OUR WARRANTIES AND DISCLAIMERS
There are certain things that we do not promise about our Services. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, TimeOFF DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN RELATION TO ALL OR ANY PART OF THE SERVICES. FOR EXAMPLE, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES OR THEIR RELIABILITY, AVAILABILITY OR ABILITY TO MEET YOUR NEEDS. THERE IS NO GUARANTEE THAT THE SERVICES WILL BE FREE OF INFECTION BY VIRUSES OR ANYTHING ELSE WHICH MAY BE HARMFUL OR DESTRUCTIVE. THE INCLUSION OR OFFERING OF ANY PRODUCTS OR SERVICES WITHIN OUR SERVICES, NAMELY ON THE WEBSITE OR THE APP, DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY TimeOFF. WE PROVIDE THE SERVICES INCLUDING, WITHOUT LIMITATION, THE CONTENT, “AS IS”, "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES AND WE DISCLAIM ALL LIABILITY (HOWSOEVER ARISING) IN CONNECTION WITH ANY LOSS AND/OR DAMAGE, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, OR INABILITY TO USE, ALL OR ANY PART OF THE SERVICES AND/OR ANY WEBSITE TO WHICH THE SERVICES ARE LINKED, OR ANY ACTION TAKEN (OR REFRAINED FROM BEING TAKEN) AS A RESULT OF USING ANY OF THESE.
LIABILITY FOR OUR SERVICES; WAIVER
WHEN PERMITTED BY LAW, TimeOFF WILL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICES; (B) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (C) ANY ACTION TAKEN IN CONNECTION WITH YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (D) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ANY ERRORS OR OMISSIONS IN THE SERVICES’ OPERATION; OR (F) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF TimeOFF HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL WE BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF TimeOFF FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT THAT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU WITH THE SERVICES AGAIN). IN NO EVENT WILL THE TOTAL LIABILITY OF TimeOFF FOR ANY CLAIMS UNDER THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE. IN ALL CASES, TimeOFF WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF TimeOFF'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB WEBSITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY TimeOFF, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY TimeOFF.
TIME LIMITATION ON CLAIMS
You agree that any claim you may have arising out of or related to your relationship with TimeOFF must be filed within one year after such claim arose; otherwise, your claim is permanently barred.