Terms of Service
Effective date: [REPLACE: effective date] Last updated: [REPLACE: last-updated date]These Terms of Service (the “Terms”) govern your access to and use of the consulting and resource-management platform (the “Service”) provided by [REPLACE: Company legal name] (“we”, “us”). By creating an account, accessing or using the Service, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Service.
1. The Service
We provide a multi-tenant software-as-a-service platform for consulting and resource management, including worker and account management, assignments, timesheets, approvals, invoicing, payables and related payment workflows. The Service is provided on a subscription basis under the plan or order applicable to your organization. We may add, change or remove features over time, and we will use reasonable efforts to avoid materially degrading core functionality during your subscription term.
2. Accounts & eligibility
You must provide accurate, current and complete information when creating an account and keep it up to date. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. Notify us promptly of any unauthorized use or suspected security breach. Each tenant is responsible for managing its own users, roles and permissions, and for ensuring its users comply with these Terms. You must be of legal age and legally able to enter into a contract.
3. Acceptable use
You agree not to:
Access, or attempt to access, data or tenant accounts you are not authorized to access;
Probe, scan, reverse engineer, disrupt or circumvent the security or integrity of the Service;
Upload malware, or use the Service to send spam or to harass, defraud or harm others;
Use the Service in violation of applicable law, or infringe the rights of any third party;
Copy, resell, sublicense or provide the Service to third parties except as expressly permitted.
We may suspend or restrict access to protect the Service or other users, or where required by law.
4. Customer data & responsibilities
As between the parties, you and your organization retain ownership of the data you submit to the Service (“Customer Data”). You grant us a limited licence to host, process and use Customer Data solely to provide and support the Service. You are responsible for the accuracy and legality of Customer Data and for having the necessary rights and consents (including, where applicable, the consent of workers under PIPEDA and Quebec Law 25) to provide it to us. You are responsible for your own payroll, tax and employment-law compliance; the Service is a tool to assist those processes, not a substitute for professional advice.
5. Privacy
Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. Where we process personal information on your behalf, we do so as your service provider, under your instructions and the safeguards described in that policy.
6. Fees
Fees, billing frequency and payment terms are set out in your order or subscription plan. Unless stated otherwise, fees are exclusive of applicable taxes and are non-refundable except as required by law. [REPLACE: fee, billing and refund terms to be finalized by counsel.]
7. Disclaimers
The Service is provided “as is” and “as available” without warranties of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, to the maximum extent permitted by law. We do not warrant that the Service will be uninterrupted, error-free or that it will meet all of your requirements. Nothing in the Service constitutes legal, tax, accounting or financial advice.
8. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits, revenue, data or goodwill, arising out of or relating to the Service. Our total aggregate liability arising out of or relating to these Terms will not exceed [REPLACE: liability cap — e.g. fees paid in the 12 months before the claim]. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you. Nothing limits liability that cannot be limited by law.
9. Indemnification
[REPLACE: indemnification terms to be drafted by counsel.] In general, you agree to defend and indemnify us against third-party claims arising from your Customer Data or your use of the Service in breach of these Terms, to the extent permitted by law.
10. Term & termination
These Terms apply while you use the Service. Either party may terminate as set out in your subscription plan or for material breach not cured within a reasonable period. On termination, your right to access the Service ends; we will make Customer Data available for export for a reasonable period and then delete or anonymize it in accordance with our Privacy Policy and applicable retention obligations.
11. Changes to these Terms
We may update these Terms from time to time. We will revise the “Last updated” date above and, for material changes, provide reasonable notice. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.
12. Governing law
These Terms are governed by the laws of [REPLACE: governing jurisdiction — e.g. Province/State and Country], without regard to its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the courts located there, except where mandatory consumer-protection law provides otherwise.
13. Contact
Questions about these Terms can be directed to [REPLACE: legal@yourcompany — replace], [REPLACE: Company legal name and mailing address].