Terms of Service

Application of Terms

These Terms apply to your use of the OpWorkz platform. By setting up an account with OpWorkz and accessing or using the Service, you agree to these Terms. If you are accessing or using the Service on behalf of an entity, you confirm that you are authorised to agree to the Terms on that entity's behalf, thereby binding the entity to these terms.

Changes

OpWorkz reserves the right to change, add to, or remove portions of these Terms at any time. Unless stated otherwise, any changes take effect from the date revised Terms are posted on the Website. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.

Definitions

Provision of the Service

OpWorkz will use reasonable efforts to provide the Service: in accordance with the Terms and UK law; exercising reasonable care, skill, and diligence; and using suitably skilled, experienced, and qualified personnel. The provision of the Service to you is non-exclusive. OpWorkz will use reasonable efforts to ensure the availability of the Service.

Your Obligations

You and your Personnel must only use the Service for your own internal business purposes. You must not resell or make available the Service to any third party, or otherwise commercially exploit the Service for any reason.

When accessing the Service, you and your personnel must: use the Service in accordance with all applicable laws; not impersonate another person or misrepresent authorisation to act on behalf of others or us; correctly identify the sender of all electronic transmissions; not attempt to undermine the security or integrity of the Underlying Systems; not use, or misuse, the Service in any way that may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service; and not attempt to view, access or copy any material or data other than that which you are authorised to access and to the extent necessary for you to use the Service in accordance with the Terms.

You are responsible for keeping all access information, including email addresses and log-on credentials, secret and secure. You agree not to disclose and to ensure that Authorised Users do not disclose their username or log-on credentials to any other person; to ensure that none of your Personnel attempts to gain unauthorised access to the Service; to inform OpWorkz immediately of any known or suspected unauthorised access to and use of the Service; and you have sole responsibility for setting the administration privileges of all your Personnel and for monitoring whether those privileges are being adhered to.

You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Service.

Customer Data

OpWorkz may require access to Customer Data to exercise its rights and perform its obligations under the Terms. OpWorkz is not responsible for, and has no liability in respect of, the Customer Data, loss or corruption of the Customer Data, or how you or any of your Personnel use the Customer Data or the Service. You must obtain all consents and approvals that are necessary for OpWorkz to lawfully access the Customer Data. OpWorkz may use Customer Data to generate anonymised, aggregated analytical data for internal research and product development purposes.

Privacy

OpWorkz collects and processes your Personal Information and Personal Information of your Personnel when you (or your Personnel, as applicable) access or use the Website and/or the Service. Our access to and use of all such Personal Information is governed by our Privacy Statement. You must comply with all privacy laws, including the UK Data Protection Act 2018 and the General Data Protection Regulation (GDPR).

Personal data could be retained for 3 months after account closure for audit purposes and 5 years for financial records. Contact our Data Protection Officer at dpo@opworkz.com for data requests.

Fees and Payment Terms

A valid credit card or another agreed payment method is required for paying accounts. Fees are billed in advance and are non-refundable, based on the subscription plan. OpWorkz may change the service fee at any time with appropriate notice. Subscriptions can be cancelled, but the subscription will remain active until the end of the current billing period.

Intellectual Property

OpWorkz retains ownership of all Intellectual Property Rights in the Service, the Website, the OpWorkz Content, and all Underlying Systems. Customer Data remains the property of the user.

Confidentiality

Both parties must keep the other's Confidential Information secure, using adequate security measures. The obligation of confidentiality does not apply to disclosures required by law or for the purpose of performing obligations under the Terms.

Warranties

Each party warrants they have the power and authority to enter into and perform their obligations under the Terms. OpWorkz's warranties are limited to those set out in the Terms, and other conditions or guarantees are excluded to the maximum extent permitted by law.

Liability

To the greatest extent possible in accordance with the applicable laws, OpWorkz specifically disclaims any liability (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for any direct, indirect, incidental, or consequential damages or liability for any direct or indirect: loss of profits, loss of revenue, liabilities, or claims relating to your reliance on the output of the Service; loss of data (including any Customer Data); breach of security or privacy; loss of anticipated savings arising out of or in any way connected with the access to or use of the Service or the Website. Liability is limited to the total Fees received from the user for the Service. Users will indemnify and hold OpWorkz harmless from all claims, liabilities, and expenses arising from their use of the Service.

Termination and Suspension

Users may terminate these Terms at any time by providing notice. Either party may terminate these Terms if the other breaches a material provision. OpWorkz may restrict or suspend access to the Service if users undermine the security or integrity of the Service.

Indemnification

You agree to indemnify and hold harmless OpWorkz, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers and licensors (each, an "OpWorkz Party" and collectively, the "OpWorkz Parties") from any losses, costs, liabilities and expenses (including reasonable legal fees) relating to or arising out of any and all of the following:

• Your Content
• Your use of, or inability to use, the Service
• Your violation of this Agreement
• Your violation of any rights of another party, including any user
• Your violation of any applicable laws, rules or regulations (including but not limited to data protection regulations)

OpWorkz reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with OpWorkz in asserting any available defences. This provision does not require you to indemnify any of the OpWorkz Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Service.

Force Majeure

OpWorkz shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labour or materials. A 'Force Majeure' event means an event that is beyond the reasonable control of a party, excluding events to the extent that they could have been avoided by a party taking reasonable steps or reasonable care; or a lack of funds for any reason.

Publicity

You grant OpWorkz the right to add your name and company logo to our customer list and website. You can opt-out of this use by contacting us. Each party consents to the other party's use of its brand for the purpose of promoting the use of the Services by other potential customers. There is no charge associated with such use and use must be in accordance with any brand use guidelines notified by the owning party from time to time.

Consumer Rights

To the maximum extent permissible by law, the statutory rights afforded to consumers under UK law, including the Consumer Rights Act 2015, shall apply. Nothing in this agreement shall exclude or limit your statutory rights as a consumer. Where legislation or rule of law implies into the Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in the Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to supplying the Service again; and/or paying the costs of having the Service supplied again.

Miscellaneous

Neither party is liable for any failure to perform its obligations under the Terms to the extent caused by Force Majeure. The Terms are governed by and must be interpreted in accordance with the laws of England and Wales.