Terms of Service

1. ACCEPTANCE OF TERMS

By using www.WorkSavi.com and any related website owned or operated by WorkSavi.com (the “Sites”), offline products and services, and any registration with WorkSavi for services through the Sites, a mobile application or through any other means, (collectively, the “Service” or “Services”), provided by WorkSavi Ltd (collectively, “WorkSavi” “We” or “Us“), You agree to be bound by the following Terms of Service (“ToS“), together with our Privacy Policy.

The ToS may be updated by us from time to time without notice. You can review the most current version of the ToS at any time at: https:// worksavi.com/terms-of-service. The ToS govern Your access to and use of the Sites, any order You place through the Sites, by telephone or any other means, and, as applicable, Your use or attempted use of WorkSavi products and services (collectively, “Your Use”).

Your Use of the Sites and the Service through the Sites shall be deemed to constitute Your consent to be bound by these ToS and they shall be enforceable in the same way as if You had signed this agreement.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE WEBSITE, DO NOT ORDER, AND DO NOT USE ANY WORKSAVI PRODUCT OR SERVICE.

WorkSavi is designed and operated to provide the Services to business and professional users. In opening an account You represent and agree that:-

You are entering into this agreement on behalf of a company, LLP, partnership, sole trader or other entity You are employed or instructed by, or in Your capacity as a professional acting in the course of business and/or professional research (collectively, the “Business User”);
that Your account is for, and held in the name of, the Business User;
such Business User has full legal capacity;
You have full legal capacity and authority to bind Yourself individually and such Business User to these ToS; and
the terms “You” or “Your”, as used herein shall, unless the context otherwise reasonably requires, refer to both:-
1. such Business User; and
2. the individual or individuals (the “Individual User(s)”) accessing or using the Service as authorised or invited by such Business User; provided, however, that each such Individual User(s) shall remain vicariously liable and be required to comply with these ToS even though the account may be held in the name of the Business User. If You do not meet the requirements above, or if You do not agree with these terms and conditions, You should not use the Service.

You understand and agree that the Service may include advertisements. You also understand and agree that the Service may include certain communications from WorkSavi, such as service announcements and administrative messages, and that these communications are considered part of WorkSavi membership and that You will not be able to opt out of receiving them.

Changes and features that augment or enhance the current Service shall be subject to the ToS. You understand and agree that the Service is provided “as is” and that WorkSavi assumes no responsibility for the timeliness, deletion, mis-delivery of or failure to store any user content or settings. You are responsible for obtaining access to the Service, which access may involve third-party fees (such as Internet Service Provider charges). You are responsible for those fees, including fees associated with the display or delivery of advertisements. In addition, You must provide and are responsible for all equipment necessary to access the Service.

You may not access the Service for purposes of monitoring its performance, availability, or functionality, or for any other benchmarking or competitive purposes, without WorkSavi prior written consent. You may not access the Service if You are a direct competitor of WorkSavi, except with WorkSavi prior written consent.

2. ACCOUNT REGISTRATION AND USE

Account Registration and Confidentiality

To access the Service and Sites, You must register for a WorkSavi account by creating a username and password. You agree to provide us with accurate, complete, and current registration information about You. It is Your responsibility to ensure that Your password remains confidential and secure. By registering, You agree that You are fully responsible for all activities that occur under Your username and password. We may assume that any communications we receive under Your account have been made by You. If You are a billing owner, an administrator, or if You have confirmed in writing that You have the authority to make decisions on behalf of any customer (“Account Administrator”), You represent and warrant that You are authorised to make decisions on behalf of the customer and agree that WorkSavi is entitled to rely on Your instructions.

Unauthorised Account Use

You are responsible for notifying us at [email protected] if You become aware of any unauthorised use of or access to Your account. You understand and agree that we may require You to provide information that may be used to confirm Your identity and help ensure the security of Your account. WorkSavi will not be liable for any loss, damages, liability, expenses or legal fees that You may incur as a result of someone else using Your password or account, either with or without Your knowledge and/or authorisation, and regardless of whether You have or have not advised us of such unauthorised use. You will be liable for losses, damages, liability, expenses, and legal fees incurred by WorkSavi or a third party due to someone else using Your account. In the event that the Account Administrator or customer loses access to an account or otherwise requests information about an account, WorkSavi reserves the right to request from the Account Administrator or customer any verification it deems necessary before restoring access to or providing information about such account in its sole discretion.

You will receive email confirmation and account designation upon completing the Service’s registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under Your password or account.

You agree to:-

immediately notify WorkSavi of any unauthorised use of Your password or account or any other breach of security; and
ensure that You exit from Your account at the end of each session. WorkSavi cannot and will not be liable for any loss or damage arising from Your failure to comply with the ToS, including, without limitation, this section.

3. GENERAL CONDITIONS: ACCESS TO AND USE OF THE SERVICE

During the period of any subscription You entered into with WorkSavi (the “Subscription Term”) and subject to compliance by You and any Users with these Terms, You have the limited right to access and use the Service consistent with the Service Plan You subscribe to for Your internal business or professional purposes. Without limiting the foregoing, Your right to access and use the Application Programming Interface (“API”) is also subject to the restrictions and policies implemented by WorkSavi from time to time with respect to the API as set forth in these ToS or any supplementary documentation or otherwise communicated to You in writing.

A high-speed Internet connection is recommended for proper transmission of the Service. You are responsible for procuring and maintaining the network connections that connect Your network to the Service, including, but not limited to, browser software that supports protocols used by WorkSavi, including Secure Socket Layer (“SSL”) protocol or other protocols accepted by WorkSavi, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, or Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Your Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by WorkSavi. We assume no responsibility for the reliability or performance of any connections as described in this section.

You agree not to:

license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than authorised Users in furtherance of Your internal business purposes as expressly permitted by these ToS;
use the Service to process data on behalf of any third party other than Users without that parties consent or otherwise in compliance with the provisions the General Data Protection Regulation (GDPR);
modify, adapt, or hack the Service or otherwise attempt to gain unauthorised access to the Service or related systems or networks;
falsely imply any sponsorship or association with WorkSavi;
use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights;
use the Service to send unsolicited or unauthorised junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;
use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights;
use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components;
attempt to decipher, decompile, reverse engineer, or otherwise discover the source code of any software making up the Service;
use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory;
use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); or
try to use or use the Service in violation of these Terms.

You are responsible for compliance with the provisions of these ToS by Users for any and all activities that occur under Your account, as well as for all Your data. Without limiting the foregoing, You are solely responsible for ensuring that use of the Service to store and transmit Your data is compliant with all applicable laws and regulations. You also maintain all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for Your purposes. WorkSavi is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any estimates provided by the Service. WorkSavi is not liable for the accuracy or precision of the estimates generated using the Service by You, Users or any end users. Subject to any limitation on the number of individual Users available under any service plan for which You subscribe, access to and use of the Service is restricted to the specified number of individual Users permitted under Your subscription to the Service.

You agree and acknowledge that each User will be identified by a unique username and password (“Login”) and that a User Login may only be used by one (1) individual. You will not share a User Login among multiple individuals. You and Your Users are responsible for maintaining the confidentiality of all Login information for Your account.

In addition to Our rights as set forth in Section 7.4, WorkSavi reserves the right, in WorkSavi reasonable discretion, to temporarily suspend Your access to and use of the Service:-

during planned downtime for upgrades and maintenance to the Service (of which WorkSavi will use commercially reasonable efforts to notify You in advance through a notice to Your Account owner and Users) (“Planned Downtime”);
during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks; or
if We suspect or detect any Malicious Software connected to Your Account or use of the Service by You, Users or End Users. We will use commercially reasonable efforts to schedule Planned Downtime for weekends and other off-peak hours.

4. SUPPLEMENTAL TERMS FOR WORKSAVI FREE TRIAL

These supplemental terms shall apply to Your participation in any free trial provided by WorkSavi (“Free Trial”, and such terms and conditions, the “Free Trial Terms”). Only new WorkSavi customers are eligible to participate in a Free Trial. The Free Trial starts when You register a user account (“Free Trial Start Date”) and ends upon the later of (i) fourteen (14) days from the Free Trial Start Date, or (ii) the date agreed upon by WorkSavi in its sole discretion. During the Free Trial, certain services and features may not be available. At any time during the Free Trial, You may convert Your Free Trial account into a paid account subscription by clicking the “Billing” button within the WorkSavi console and selecting the suitable package and number of licenses.

Your continued use of the Services after upgrading to a paid account is subject to Your ongoing compliance with the ToS (or other applicable agreement between WorkSavi and Yourself) and the Free Trial Terms and Conditions set forth in this section shall no longer apply.

When the Free Trial ends, You shall no longer have access to the Services and the Free Trial Terms shall no longer apply. During the fourteen (14) day period following the conclusion of the Free Trial, You may;

access the “Billing” section of WorkSavi to upgrade Your subscription;
may contact WorkSavi customer support at [email protected] to upgrade to a paid account subscription; or
do nothing and any content will be deleted after 30 days.

5. BILLING

By using the Service, You are expressly agreeing that we are permitted to charge You the subscription fee, any applicable tax, and any other charges You may incur in connection with Your use of the Service. Additional charges may include service level changes You request. The subscription fee will be charged at the beginning of Your subscription and on each renewal thereafter, unless and until You cancel Your subscription You shall pay us the applicable fees per the purchased subscription, for the Service. Unless indicated otherwise, subscription fees are stated in UK pounds sterling (£ GBP).

You hereby authorise us, either directly or through our payment processing service, to charge and collect such subscription fees via Customer’s selected payment method, upon the due date.

In order to ensure that users will not experience any interruption or loss of services, Customer’s subscription includes an automatic renewal option by default. We will automatically bill You each billing period on the calendar day corresponding to the commencement of Your membership. Except and to the extent required by applicable law, all fees and charges are non-refundable, and there are no refunds or credits for partially used periods, or where You have elected to downgrade service levels or otherwise remove any paid component or feature. If You elect to upgrade Your service level or otherwise add any paid component or feature, we will pro-rate the amount due based on the number of days remaining in Your billing cycle; provided, however, that any such proration shall be based on Your service level or paid components or features in existence immediately prior to Your election to upgrade or add paid components or features.

If You wish to downgrade Your service level contact [email protected] to avoid the loss of Content or features for Your account. WorkSavi does not accept any liability for such loss. You may cancel Your subscription to the Service at any time, and cancellation will be effective immediately. Except and to the extent required by applicable law.

WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL SUBSCRIPTION PERIODS OR ANY FEATURE OF COMPONENT THAT YOU HAVE PAID FOR BUT NOT USED.

In connection with Your purchase and/or use of the Service You may be subject to taxes, including, without limitation, sales and use taxes, by any authority which has jurisdiction to impose such taxes. You agree that the obligation and payment of any such taxes shall be Your sole and absolute responsibility, and You agree, that unless otherwise required by applicable law, to indemnify WorkSavi pursuant to the section below entitled “Indemnity” to the extent that WorkSavi incurs any obligations or other liabilities in connection with such taxes.

In the event that You make any payment via wire/bank transfer, all associated outgoing and incoming bank fees (including, without limitation, Your bank fees and WorkSavi bank fees) (collectively, the “Bank Fees”) shall be Your responsibility and shall be recoverable by WorkSavi from You. You may include such Bank Fees at the time of the payment to WorkSavi. However, if such Bank Fees are not included then WorkSavi shall be entitled to full reimbursement of such Bank Fees from You within 60 days of any applicable payment by You.

If You pay by credit card, the Service provides an interface for the account owner to add and change credit card information (e.g. upon card renewal). The Account owner will receive a receipt upon each receipt of payment from within the Service to track subscription status. WorkSavi uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for WorkSavi.

6. FEE INCREASES

We may change the fees and charges in effect or add new fees and charges from time to time. Furthermore, notwithstanding any other provision contained herein (but subject to any applicable law), at the time of any renewal of Your subscription You agree that we may increase Your recurring fees up to the greater of:-

the then list price as publicly marketed on our website; or
five percent (5%).

We may, in our sole discretion, offer You a grace-period in which Your fees will not increase for a certain period of time. If You do not accept the increase or addition to the existing fees, You may elect to terminate Your account during the then current billing period and You shall not be liable for such fee increase after the applicable billing period; however, any later renewal of service will be subject to the increased fee structure. If Your credit or debit card reaches its expiration date, Your continued use of the Service constitutes Your authorisation for us to continue billing You, and You remain responsible for any uncollected amounts

7. INTEREST

Each party shall pay interest on any sum due under this agreement, calculated as follows:-

Rate. 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;
Period. From when the overdue sum became due, until it is paid.

8. DATA PRIVACY AND SECURITY; CONFIDENTIALITY

Confidential Information means all confidential information relating to the Service and the provision of the Service which either party makes available to the other, this includes all confidential or proprietary information, product information, know-how, technical information, designs, trade secrets or software, and any other information that is identified as being of a confidential or proprietary nature.

Subject to the express permissions of these ToS, You and WorkSavi will protect each other’s Confidential Information from unauthorised use, access or disclosure in the same manner as each protects its own Confidential Information, and at all times with reasonable care. Save as otherwise expressly stated pursuant to these ToS, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these ToS in the provision of the Service and shall disclose such Confidential Information solely to those of our respective employees, representatives and users who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.

WorkSavi will maintain commercially reasonable administrative and technical safeguards to protect the security, confidentiality, and integrity of Your Data. These safeguards include encryption of Your Data in transmission and at rest. This means that whenever Your data is in transit between You and us, everything is encrypted, and sent securely. Any files which You upload to us are stored and are encrypted at rest. We run WorkSavi on secure servers and the data centres used are monitored 24/7/365. Only authorised personnel have access to the data centre, and onsite staff provides additional protection against unauthorised entry and security breaches.

You agree that WorkSavi and the service providers we use to assist in providing the Service to You shall have the right to access Your account and to use, modify, reproduce, distribute, display and disclose Your data solely to the extent necessary to provide the Service, including, without limitation, in response to Your support requests. Any third-party service providers we utilise will only be given access to Your account and Your data as is reasonably necessary to provide the Service and will be subject to confidentiality obligations.

We collect certain information about You and users as well as Your and their respective devices, computers and use of the Service. We use, disclose, and protect this information as described.

Each party may disclose the other party’s Confidential Information:-

to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9. CONTENT

“Content” means any and all information, data, code, video, images, text, documents or other materials of any type that is uploaded, posted, emailed, transmitted, submitted or otherwise made available to or through the Service by You or any of Your Individual Users, regardless of whether it is publicly posted or privately transmitted. All Content is the sole responsibility of the person from whom such Content originated. This means that You, and not WorkSavi, are entirely responsible for all Content that You upload, post, email, transmit, submit, or otherwise make available via the Service. WorkSavi does not control the Content posted via the Service and does not have access to such Content (except account-related information or unless authorised by You). As such, WorkSavi does not and cannot guarantee or endorse the accuracy, integrity, or quality of such Content. You understand that by using the Service, You may be exposed to Content that is offensive, indecent, objectionable, or illegal in Your jurisdiction. Under no circumstances will WorkSavi be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content uploaded, posted, emailed, transmitted, submitted or otherwise made available via the Service.

You acknowledge that WorkSavi does not pre-screen Content, but that WorkSavi and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, move or remove any Content that is available via the Service. Without limiting the foregoing, WorkSavi and its designees shall have the right to remove any Content that violates the ToS or is otherwise objectionable or illegal as determined in WorkSavi sole discretion. In no event shall WorkSavi or its designees have any liability or obligation to You in connection with exercising any rights contained in this section. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, You acknowledge that You may not rely on any Content created by WorkSavi or submitted to WorkSavi.

You acknowledge, consent, and agree that WorkSavi may access, preserve and disclose Your account information and Content if required to do so by any applicable law or in a good faith believe that such access preservation or disclosure is reasonably necessary to:-

comply with any applicable legal process;
enforce the ToS;
respond to claims that any Content violates the rights of third parties;
respond to Your requests for customer service; or
protect the rights, property, or personal safety of WorkSavi, its users and the public.

If we receive any court order or are subject to any statutory obligation which requires disclosure of information contained in Your account You agree that we may disclose any such requested information contained in the account regardless of whether such information is deemed to be owned or held in the name of:-

the Business User; or
the name of Individual Users.

For the sake of clarity,

if any such court order or requirement is in respect of the name of the Business User, we may disclose information regarding both the Business User and the Individual User(s), and
if any such court order or requirement is in respect of the name of Individual User(s) we may disclose information regarding both the Business User and the Individual Users(s).

You understand that the technical processing and transmission of the Service, including Your Content, may involve:-

transmissions over various networks; and
changes to conform and adapt to technical requirements of connecting networks or devices.

You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorised reproduction, publication, further distribution, or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

You will retain all right, title and interest in and to Your Content and WorkSavi shall not claim ownership of Your Content; provided, however, with respect to Content You submit or make available for inclusion on publicly accessible areas of the Service, You grant WorkSavi the following worldwide, royalty-free and non-exclusive license(s): the perpetual, irrevocable and fully sub-licensable license to collect, use, copy, store, transmit, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.

10. RESTRICTIONS

You agree to not use the Service to:-

upload, post, email, transmit, submit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, under any applicable laws; harm minors in any way; impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity; disguise the origin of any Content transmitted through the Service; upload, post, email, transmit or otherwise make available any Content that You do not have a right to make available under any applicable law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); upload, post, email, transmit or otherwise make available any Content that infringes any rights of any other party, including, without limitation, patent, trademark, trade secret, copyright or other proprietary rights; engage in spamming or other unsolicited advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations, upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; act in a manner that negatively affects other users’ ability to use the Service; interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; intentionally or unintentionally violate any applicable national or international law; provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the United Kingdom government as a foreign terrorist organisation.

You will not reassign the license between uniquely identified individuals frequently so as to effectively enable the sharing of a single Software license. Subscriptions to Software are intended for the use of a uniquely identified individuals. However, usage as described above would be a violation of WorkSavi ToS.

11. RECORDING

You agree to comply, and require that Your users comply, with all applicable laws, whether national or international, relating to the privacy of communication for all parties to a conversation, including, when required, advising all participants in a recorded audio and/or video session that the audio and/or video session is being recorded.

12. INTERNATIONAL USE

Recognising the global nature of the Internet, You agree to comply with any and all applicable national or international laws and regulations regarding online conduct, acceptable content and use of the Service. Specifically, You also agree to comply with all applicable laws regarding the transmission of technical data exported from the United Kingdom or the country or jurisdiction in which You reside.

13. INDEMNITY

Except and to the extent required by applicable law, You (specifically including the Business User and Individual User(s)) agree to indemnify and hold WorkSavi and its parent, subsidiaries, affiliates, officers, directors, stockholders, agents, attorneys, employees, partners, licensors and other representatives harmless from any claim or demand, including legal fees, made by any third party due to or arising out of, or in connection with:-

Your Content;
Your use or access of the Service;
Your connection to the Service;
Your violation of the TOS or applicable law;
Your violation of any rights of another; and
any taxes arising in connection with Your purchase or use of the Service in any jurisdiction, domestic or otherwise, including, without limitation, sales and use tax.

14. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service unless You otherwise have an agreement with us which specifically grants You such right(s).

15. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that WorkSavi may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on WorkSavi servers on Your behalf, and the maximum number of times (and the maximum duration for which) You may access the Service in a given period of time. You agree that WorkSavi has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted by the Service. You acknowledge that WorkSavi reserves the right to suspend accounts that are inactive for an extended period of time. You further acknowledge that WorkSavi reserves the right to modify these general practices and limits from time to time.

17. MODIFICATIONS TO SERVICE

WorkSavi reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that WorkSavi shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Service.

18. MARKETING

You agree to be identified as a customer of WorkSavi and You agree that WorkSavi may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in WorkSavi marketing materials and website. You hereby grant WorkSavi a fully paid, irrevocable, perpetual, world-wide license to use Your name and any of Your trade names and trademarks solely in connection with the rights granted to WorkSavi pursuant to this marketing section.

19. TERMINATION AND CANCELLATION

You agree that WorkSavi may without prior notice immediately terminate Your account and access to the Service (both as a Business User and/or Individual User(s)). Such termination may be made in WorkSavi sole and absolute discretion with or without cause. For illustrative purposes only, the situations in which WorkSavi may terminate Your account and access to the Service shall include, but not be limited to:-

breaches or violations of the ToS or other incorporated agreements or guidelines;
requests by law enforcement or other government agencies;
a request by You (self-initiated account deletions);
discontinuance or material modification to the Service (or any part thereof);
unexpected technical or security issues or problems;
extended periods of inactivity;
engagement by You in fraudulent or illegal activities; and/or
non-payment of any fees owed by You in connection with the Service.

Further, You agree that all terminations for cause shall be made in WorkSavi’s sole and absolute discretion and that WorkSavi shall not be liable to You or any third party for any termination of Your account, or access to the Service.

Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:-

the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors [other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) [other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
the other party (being an individual) is the subject of a bankruptcy petition, application or order;
a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within [14] days;
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.1(d) to clause 16.1(l) (inclusive);
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation; or
there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010); or
any warranty given by You under this agreement is found to be untrue or misleading.

Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than 30 days’ written notice to the other party, save that any such notice served by You shall only terminate this agreement at the end of any existing subscription period.

20. DEALING WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and the advertiser. You agree that WorkSavi shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

21. LINKS

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because WorkSavi has no control over such sites and resources, You acknowledge and agree that WorkSavi is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that WorkSavi shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

22. WORKSAVI PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used in connection with the Service (“Software“) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that any content contained in sponsor advertisements or information presented to You through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorised by WorkSavi or advertisers, You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Software, in whole or in part.

WorkSavi grants You a personal, non-transferable, and non-exclusive right and license to use any object code owned by it that is required or that may become required for use of the Service subject to the ToS. You shall not (and shall not allow any third party to copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorised access to the Service. You agree not to access the Service by any means other than through the interface that is provided by WorkSavi for use in accessing the Service.

23. TRADEMARK INFORMATION

The WorkSavi and WorkSavi logo trademarks and service marks and other WorkSavi logos and product and service names are trademarks of WorkSavi.

24. COPYRIGHT POLICY

It is WorkSavi policy to respect the copyright and intellectual property rights of others. WorkSavi may remove content that appears to infringe the copyright or other intellectual property rights of others. In addition, WorkSavi may terminate access by users who appear to infringe the copyright or other intellectual property rights of others.

25. LIMITATION OF LIABILITY

WorkSavi has been unable to obtain insurance in respect of certain types of liability at a commercially viable price. The limits and exclusions in this clause reflect this and the customer is responsible for making its own arrangements for the insurance of any excess liability.

References to liability in this clause includes every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. Nothing in this clause shall limit Your payment obligations under this agreement.

Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to, liability for:-

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

WorkSavi’s total liability to You in respect of all breaches of duty occurring within any contract year shall not exceed the cap. The cap is the total subscription fees paid by You in the calendar year in which the breach(es) occurred. The total charges means all sums paid by You and all sums payable under this agreement in respect of the services actually supplied by WorkSavi, whether or not invoiced to You.

WorkSavi’s liability is wholly excluded in relation to any claim by You or any affiliates, officers, directors, employees, users, suppliers or licensors or any other associated party for loss relating to:-

Loss of profits;
Loss of sales or business;
Loss of agreements or contracts;
Loss of anticipated savings;
Loss of use or corruption of software, data or information;
Loss of or damage to goodwill;
Indirect or consequential loss;
Loss of Content.

Where WorkSavi has given commitments as to compliance of the Services, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.

Unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim, including the quantum of any claim, in reasonable detail.

25. DISPUTE RESOLUTION PROCEDURE

If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute), then the parties shall follow the procedure set out in this clause:

either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, senior managers/executives of the parties shall attempt in good faith to resolve the Dispute;
if the for any reason the parties are unable to resolve the Dispute within 30 days of service of the Dispute Notice, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. To initiate the mediation, a party must serve notice in writing (“ADR notice”) to the other party to the Dispute, referring the dispute to mediation;
no party may commence any court proceedings in relation to the whole or part of the Dispute until 30 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay;
If the Dispute is not resolved within 90 days after service of the ADR notice, or either party fails to participate or ceases to participate in the mediation before the expiry of that number of days, or the mediation terminates before the expiry of that period, the Dispute shall be finally resolved by the courts of England and Wales who shall have exclusive jurisdiction in accordance with clause 35 in these ToS.

26. INADEQUACY OF DAMAGES

Without prejudice to any other rights or remedies that WorkSavi may have, You acknowledge and agree that damages alone may not be an adequate remedy for any breach of these ToS by You. Accordingly, WorkSavi shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this agreement.

27. ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

28. WAIVER

Save as otherwise provided for in these ToS no failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

29. SEVERANCE

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

If any provision or part-provision of this agreement is deemed deleted under clause 29 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

30. LANGUAGE

This agreement is drafted in the English language and any notice given under or in connection with this agreement shall be in English. All other documents provided under or in connection with this agreement shall be in English, or accompanied by a certified English translation.

31. NO PARTNERSHIP OR AGENCY

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided for in these ToS.

32. FORCE MAJEURE

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.

33. NOTICES

Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business or residence (in any other case); or sent by email to the address specified in any subscription.

This clause does not apply to the service of any proceedings or other documents in any legal action.

34. THIRD PARTY RIGHTS

Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

35. GOVERNING LAW

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

36. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

37. CONTACTING WORKSAVI

Please also feel free to contact us if You have any questions about WorkSavi’s ToS. You may contact us at [email protected] or at our mailing address.