WorkstuffAI Ltd (company registration number: 769027), 3rd Floor, 61 Thomas St, The Liberties, Dublin 8, D08 W250 Ireland (hereafter 'WorkstuffAI') provides a cloud subscription platform that analyses inputs provided by the Customer to offer insights and feedback in the platform. This master subscription agreement, together with one or more Order Forms (together, 'Agreement') governs Customer's use of WorkstuffAI products and services ('Service(s)'). By executing an Order Form or otherwise subscribing to the Service, the Customer agrees to comply with and be bound by these terms.
The Customer agrees to use the Service only for lawful purposes and in compliance with all applicable laws. The Customer must provide accurate and complete information when creating an account. Customer is responsible for maintaining the confidentiality of Customer's account and password.
The Customer shall pay the fees for the Service as agreed in the Order Form(s). Payment obligations are non-cancellable and non-refundable. All amounts and fees stated in the Order Form are exclusive of value added tax or other withholdings accessible by any jurisdiction, unless otherwise expressly stated.
Each party represents that it has validly entered into the Agreement. Each party warrants that it has the authority to enter into the Agreement and, in connection with its performance of the Agreement, shall comply with all laws applicable to it.
WorkstuffAI warrants that i) it shall perform the Service with reasonable care; ii) the Service materially conforms with the product description; and iii) it shall ensure that all persons working on or engaged by WorkstuffAI in the provision of the Service shall be competent, suitably qualified and experienced.
As Customer's sole and exclusive remedy for a material breach by WorkstuffAI of its warranty obligations above, WorkstuffAI shall, at its sole discretion, use reasonable efforts to rectify any non-conformance with this warranty within a reasonable period of time; or to replace the non-conforming element of the Service with an alternative with similar functionality; or to make a pro rata refund of any unused portions of the fees paid by Customer to WorkstuffAI whereupon this Agreement shall terminate. WorkstuffAI shall have no liability or obligation for a breach of this warranty unless it has received written notice from Customer of any Service non-conformance within fifteen (15) business days from the date of awareness by Customer of such non-conformance.
EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND WORKSTUFFAI MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE. WORKSTUFFAI DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICE.
Subject to payment of applicable fees, WorkstuffAI grants the Customer a non-exclusive, non-transferable right to access and use the Service solely for the term of the Agreement. As between Customer and WorkstuffAI, Customer retains all rights, title and interest in all data delivered to WorkstuffAI by Customer or collected by WorkstuffAI on behalf of Customer (the "Customer Data"), including any personal data as defined by applicable data privacy laws. Customer grants WorkstuffAI a nonexclusive, worldwide, limited licence to the Customer Data for the purposes of providing the Service. Subject to the limited rights expressly granted to the Customer hereunder, all rights, title and interest in and to the Service remain the property of WorkstuffAI. No rights are granted to the Customer hereunder other than as expressly set forth herein.
WorkstuffAI and its licensors own all right, title and interest in and to the Service. In addition, WorkstuffAI may freely use any feedback, suggestions, or ideas provided by Customer related to the Service without restriction or obligation.
Where applicable in this clause, terms shall have the same meaning as set out in the General Data Protection Regulation ("GDPR"). WorkstuffAI agrees to comply with all applicable data protection legislation, applicable to the provision of the Services. The parties agree that with respect to the Customer Data, the Customer is the data controller and WorkstuffAI is the data processor.
The categories of personal data processed may include name, company email, and any other data provided by Customer or its users via the Service. The data subjects may include Customer's employees, contractors or other users of the Service. The nature and purpose of the processing shall be limited to providing and supporting the Service in accordance with the Agreement. The duration of processing shall be for the term of the Agreement or until deletion or return of the Customer Data as set out below.
WorkstuffAI agrees to:
i) Purpose: Only process personal data as required to provide the Services and in accordance with Customer's reasonable instructions from time to time;
ii) Security: keep personal data confidential and ensure any individuals authorised to process Customer Data are bound by appropriate confidentiality obligations. WorkstuffAI shall additionally take appropriate technical and organisational measures to ensure an appropriate level of security for the personal data commensurate to the risk to individuals. The Service is hosted in ISO/IEC27001 and/or SOC2 certified data centers, operated by Amazon Web services.
iii) Assistance: provide reasonable assistance to enable Customer to comply with its obligations under Article 32-36 GDPR and provide assistance reasonably required to enable Customers to respond to requests from data subjects to exercise their rights under Articles 15-22 of the GDPR;
iv) Transfers: not to transfer personal data out of the EEA except with the Customer's prior written consent, and ensure that such transfers comply with Article 45 or 46 of the GDPR (e.g., by entering into Standard Contractual Clauses);
v) Retention: retain personal data only for as long as necessary to provide the Service. Within 30 days of expiry or termination of the Agreement, at Customer request, WorkstuffAI shall delete or return Customer Data. After this 30 day period, WorkstuffAI will have no further obligations to retain Customer Data and shall securely delete such data from its systems, unless legally prohibited;
vi) Audit: provide Customer with all information reasonably required by Customer to ensure compliance with this Agreement, and allow Customer, on reasonable advance notice and no more than once per year, to audit WorkstuffAI's data processing activities to the extent reasonably necessary to verify compliance with the Agreement and applicable data protection law. WorkstuffAI may satisfy this obligation by providing copies of relevant audit reports and responses to questionnaires. Any such audit shall be conducted in a manner that minimises disruption to WorkstuffAI's business operations; and
vii) Breach Notification: notify the Customer without undue delay in the event of any personal data breach related to Customer Data.
viii) Sub-processors: WorkstuffAI uses the following subprocessors to provide the Service. A current list is available at: www.workstuff.ai/subprocessors. WorkstuffAI shall ensure that its sub-processors are subject to written agreements containing data protection obligations no less protective than those set out in this Agreement, and WorkstuffAI shall remain fully responsible for any acts or omissions of its sub-processors in the performance of their obligations under the Agreement.
WorkstuffAI shall inform Customer in advance (by email or by posting on the company website) of any intended new or replacement subprocessors two (2) weeks prior to them starting sub-processing Customer Data. Customer may object to WorkstuffAI's appointment of a new subprocessor by sending an email to WorkstuffAI within ten (10) calendar days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such an event, the parties will discuss such concerns in good faith with a view to achieving resolution.
"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as "confidential" or "proprietary," or that, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. The Receiving Party will: (i) not use the Disclosing Party's Confidential Information for any purpose outside of this Agreement; (ii) not disclose such Confidential Information to any person or entity, other than its Affiliates, employees, consultants, subcontractors, subprocessors, agents and professional advisers ("Representatives") who have a "need to know" for the Receiving Party to exercise its rights or perform its obligations hereunder, provided that such employees, consultants, and agents are bound by agreements or, in the case of professional advisers, ethical duties respecting such Confidential Information in accordance with the terms of this Section; and (iii) use reasonable measures to protect the confidentiality of such Confidential Information.
The term of the Agreement shall be as set out in the relevant Order Form between the parties. Either party may terminate the Agreement within thirty (30) days in the event the other party fails to cure any material breach of this Agreement or if the other party files or has filed against it any bankruptcy or similar proceeding. On termination, access to the Service shall automatically cease as of the date of such termination.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL COSTS, DAMAGES, CHARGES OR EXPENSES OF ANY KIND WHATSOEVER, HOWEVER ARISING UNDER THE AGREEMENT.
THE CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER WILL BE LIMITED TO THE FEES PAID OR PAYABLE UNDER THE AGREEMENT FOR THE 12 MONTHS PRECEDING THE FILING OF THE CLAIM. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS.
The Agreement is governed by the laws of Ireland. Any disputes arising from the Agreement will be resolved in the courts of Ireland.
i) Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, franchise, joint venture, agency, or fiduciary or employment relationship between them.
ii) Entire Agreement. This Agreement (including any Order Forms) is the entire agreement between the parties regarding the Service and supersedes all prior and contemporaneous agreements or representations, whether written or oral.
iii) No Assignment. Neither party may assign this Agreement without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party's consent to its affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement and all past due fees are paid in full.
iv) Severance. If any part of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
v) Force Majeure. Neither party will be liable for delays or failures in performance due to events beyond their reasonable control, such as acts of God, war, natural disasters or government restrictions.
vi) Modifications. WorkstuffAI may modify these terms from time to time. WorkstuffAI will notify the Customer of any changes by posting the new terms on WorkstuffAI's website. Continued use of the Service after changes take effect constitutes acceptance of the changes.
vii) Notices. All notices under this Agreement must be given in writing and may be delivered by email or any other method agreed between the parties. Notices will be considered received on the date they are sent, unless the sender is notified that the message did not reach the recipient.
viii) Survival. All provisions of this Agreement, which by their nature should survive termination or expiration, will survive the Agreement.