Terms of Service

1. Definitions

• Service means the Workframe web application at workframe.online, its calendar feeds, exports, emails and any related support we provide.
• Workspace means an organisation account in the Service, with its own members, staff, settings and records.
• User means any person you allow to access your Workspace, including owners, administrators, managers and staff.
• Active Staff Member means a staff record in your Workspace that has not been archived. Active Staff Members determine the number of billable seats.
• Customer Data means all data, including personal data, that you or your Users enter into or generate in the Service, such as staff details, working patterns, leave requests, holidays and work log entries.
• Subscription means a paid plan for one or more modules (Availability, Work Logs or the Bundle), billed monthly or annually.
• Data Protection Laws means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and, where they apply, the EU GDPR and other applicable privacy laws, each as amended or replaced.
• Documentation means our published help content, pricing page and product descriptions for the Service.

2. Business use only

Workframe is provided to businesses, charities, public bodies and other organisations for use in the course of their work. It is not offered to consumers. You confirm that you are not entering into these Terms as a consumer, and that each User is at least 16 years old.

3. Accounts and access

• The person who creates a Workspace becomes its owner. Owners and administrators control who can access the Workspace, what role each User has, and the Workspace settings.
• You are responsible for all activity in your Workspace, for your Users’ compliance with these Terms, and for removing access promptly when a User no longer needs it.
• Each User must have their own login. Users must keep their credentials confidential, use a strong password, and verify their email address. Tell us straight away at support@workframe.online if you suspect unauthorised access.
• Calendar feed URLs act as secret keys. Anyone holding a valid URL can read the approved leave it contains. Share them only with people who should see that information and revoke any URL that may have been exposed.
• You must provide accurate account and billing information and keep it up to date.

4. Free trial

New Workspaces receive a free trial of 14 days, with access to all core features and no payment card required. We may change or end trial offers for new Workspaces at any time. During the trial the Service is provided “as is” and the liability limits in section 17 apply.

When the trial ends, your Workspace becomes read-only until you start a Subscription. Your data remains available to view and export. If you do not subscribe, sections 18 and 19 apply to any data left in the Workspace.

5. Plans, fees and payment

• Fees are charged per Active Staff Member, for the modules and billing period you choose, at the prices shown on our pricing page or at checkout when you subscribe. Monthly plans carry a minimum monthly charge, as shown at checkout. The prices configured at checkout are the prices that apply.
• Subscriptions are paid in advance and renew automatically at the end of each billing period until cancelled.
• Payments are processed by Stripe. We do not see or store your full card details. By subscribing you authorise us, through Stripe, to charge your chosen payment method for each renewal and for any additional seats.
• All fees are in pounds sterling and exclude VAT and other applicable taxes, which we will add where required by law. You are responsible for any bank or currency conversion charges.
• When you add Active Staff Members, your Subscription increases straight away and the additional seats are charged pro rata for the rest of the current billing period. When you archive staff, the lower seat count applies from your next renewal; we do not give credits for the current period.
• We may change our prices. We will give you at least 30 days’ notice by email before a price change applies to your Subscription, and the new price will apply from your next renewal after the notice period. If you do not agree, you may cancel before the change takes effect.
• Invoices and receipts are available through the billing portal in your Workspace settings.

6. Failed or late payment

If a payment fails, we will notify the billing contact and Stripe will retry the payment. Your Workspace stays fully available for a grace period of 7 days. If payment is still outstanding after the grace period, your Workspace becomes read-only until the balance is paid. If the balance remains unpaid for 30 days after the grace period, we may suspend or terminate your Workspace under section 18.

7. Cancellation and refunds

You can cancel your Subscription at any time through the billing portal in your Workspace settings. Cancellation takes effect at the end of the current billing period, and you keep access until then. We do not refund fees for partial billing periods, unused seats or periods in which the Service was not used, except where these Terms or the law require otherwise.

If we terminate the Service for convenience under section 18.3, we will refund any prepaid fees for the period after termination.

8. Your data

• Ownership. As between you and us, you own all Customer Data. You grant us a non-exclusive, worldwide licence to host, copy, process and display Customer Data only as needed to provide, secure, support and improve the Service, and as otherwise set out in these Terms and the Data Processing Agreement.
• Your responsibilities. You are responsible for the accuracy, quality and legality of Customer Data, for having a lawful basis to process it, and for giving your staff any notices required by law about how their data is used in Workframe.
• Sensitive information. Workframe can record sickness absence. Information that someone was absent through sickness can be health data. Configure leave types and permissions so that only those who need it can see such records, and ask Users not to enter medical details, diagnoses or other special category data in notes or work log descriptions.
• Not a monitoring tool. Workframe is designed for staff-authored records of availability and work. You must not use it for covert monitoring of individuals, or to make decisions with legal or similarly significant effects about individuals based solely on Workframe data without appropriate human review.
• Export. Owners and administrators can export Workframe data at any time from Settings. We encourage you to keep your own copies.
• Aggregated data. We may collect usage and performance information about the Service and use it in aggregated or de-identified form, which does not identify you or any individual, to operate and improve the Service.

9. Data protection

For Customer Data, you are the controller and we are your processor. Our Data Processing Agreement forms part of these Terms and applies automatically when you accept them. For the personal data we handle as a controller, such as account, billing and website information, our Privacy Policy applies.

10. Acceptable use

You must not, and must not allow anyone else to:

• use the Service in breach of any law, including employment, equality and data protection law, or to infringe anyone’s rights;
• upload malicious code, or attempt to gain unauthorised access to the Service, other Workspaces or our systems;
• probe, scan or test the vulnerability of the Service, or circumvent security, authentication or usage controls, without our prior written consent;
• interfere with or disrupt the Service, or place an unreasonable load on it, including through automated scraping;
• copy, modify, reverse engineer or create derivative works of the Service, except where the law expressly allows it;
• resell, sublicense or provide the Service to third parties as a bureau or managed service, or use it to build a competing product;
• share logins between people, or create Workspaces to avoid fees;
• use the Service to send unsolicited communications, or to store or share content that is unlawful, harassing, discriminatory or defamatory.

If you become aware of misuse of your Workspace, tell us promptly.

11. Our commitments

• Service. We will provide the Service with reasonable skill and care and substantially as described in the Documentation.
• Availability. We aim to keep Workframe available around the clock, but we do not offer a service level agreement. Planned maintenance, emergency fixes and events outside our reasonable control may cause interruptions. Where practical, we will give advance notice of planned downtime.
• Security. We will maintain appropriate technical and organisational measures to protect Customer Data, as described in our Data Processing Agreement and on our Security page.
• Support. We provide support by email at support@workframe.online during UK business hours. We aim to respond within two business days.
• Changes. We may update and improve the Service. We will not make changes that materially reduce the core functionality of a module you pay for during your current billing period. If we plan to withdraw a module, we will give at least 90 days’ notice.

12. Intellectual property and feedback

We and our licensors own all intellectual property rights in the Service, the Documentation and the Workframe name and branding. Subject to these Terms and payment of the fees, we grant you a non-exclusive, non-transferable right, for the duration of your trial or Subscription, to allow your Users to use the Service for your internal business purposes.

If you send us suggestions or feedback, we may use them freely without obligation to you.

13. Third-party services

The Service works with third-party services such as Google sign-in, calendar applications and Stripe. Your use of those services is governed by their own terms, and we are not responsible for them. If a third-party service changes or stops working with Workframe, we may change or remove the related feature.

14. Confidentiality

Each party will keep the other’s confidential information confidential, use it only to perform these Terms, and disclose it only to employees, contractors, advisers and subprocessors who need to know it and are bound by equivalent obligations. This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law, in which case the receiving party will give notice where lawful. Customer Data is your confidential information.

15. Warranties and disclaimers

Each party confirms that it has the authority to enter into these Terms. You confirm that you have the rights, permissions and notices needed for us to process Customer Data under these Terms.

Except as expressly set out in these Terms, the Service is provided “as is” and “as available”, and all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law. We do not warrant that the Service will be uninterrupted or error-free.

Workframe helps you organise leave, availability and work records. Allowance calculations, targets and reports are informational. Workframe does not provide legal, HR, payroll or tax advice, and you remain responsible for meeting your obligations as an employer, including statutory holiday and record-keeping requirements.

16. Indemnities

You will defend and indemnify us against claims, losses, fines and reasonable costs arising from Customer Data, from your or your Users’ breach of section 10, or from processing instructions you give us that breach Data Protection Laws.

We will defend and indemnify you against third-party claims that your use of the Service in accordance with these Terms infringes that party’s UK intellectual property rights. If such a claim arises, we may modify the Service so that it no longer infringes, obtain a licence for your continued use, or end your Subscription and refund prepaid fees for the remaining period. This does not apply to claims caused by Customer Data, third-party services, or use of the Service other than in accordance with these Terms.

The indemnified party must notify the other promptly, allow it to control the defence and settlement, and give reasonable cooperation at the indemnifying party’s expense.

17. Limitation of liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for your obligation to pay fees, or for any other liability that cannot be limited or excluded by law.

Subject to that, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.

Subject to the first paragraph of this section, each party’s total aggregate liability arising out of or in connection with these Terms in any 12-month period is limited to the greater of (a) the fees paid and payable by you for the Service in the 12 months before the event giving rise to the claim and (b) £100. This cap also applies to the indemnities in section 16 and to liability under the Data Processing Agreement.

We are not responsible for loss or corruption of data caused by you, your Users or third parties. Our responsibility for Customer Data is to maintain the security and backup measures described in the Data Processing Agreement.

18. Suspension and termination

• 18.1 By you. You may cancel your Subscription under section 7. An owner may also delete the Workspace at any time from Settings, which ends these Terms for that Workspace once any live Subscription has ended.
• 18.2 By either party for cause. Either party may terminate these Terms by written notice if the other materially breaches them and, where the breach can be remedied, fails to remedy it within 14 days of notice, or if the other becomes insolvent, enters administration or liquidation, or ceases business.
• 18.3 By us for convenience. We may end the Service for all customers, or for your Workspace, on at least 90 days’ notice.
• 18.4 Suspension. We may suspend access immediately, in whole or in part, if we reasonably believe this is needed to prevent harm to the Service, other customers or third parties, to comply with law, or because of a serious breach of section 10, or under section 6 for non-payment. We will tell you the reason where lawful and restore access once the issue is resolved.

19. What happens to your data when the agreement ends

Your Subscription or trial ending does not delete your data straight away. Your Workspace remains read-only, so owners and administrators can still export data, until we delete it. We will delete Customer Data from the live Service within 90 days after the end of your Subscription, trial or these Terms, unless you reactivate the Workspace before then. You can ask us to delete it sooner at any time.

If an owner deletes the Workspace from Settings, the Customer Data is permanently deleted from the live Service straight away and cannot be recovered. We keep a minimal deletion record (organisation identifier, deletion date and the person who deleted it) to show that the deletion took place.

Deleted data may remain in encrypted database backups for up to 30 days until those backups are overwritten. We retain billing and transaction records for as long as tax and accounting law requires, usually six years.

Sections 8, 12, 14, 15, 16, 17, 19 and 22 to 24 survive termination.

20. Changes to these Terms

We may update these Terms from time to time. For material changes, we will give at least 30 days’ notice by email to Workspace owners or in the Service before they take effect, unless a change is needed sooner to comply with law or address a security risk. If you do not agree to a material change, you may cancel before it takes effect and we will refund any prepaid fees for the period after the change. Continued use after the effective date means you accept the updated Terms.

21. Events outside our control

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, pandemics, war, terrorism, civil unrest, government action, failures of public networks or utilities, or failures of hosting or infrastructure providers not caused by the affected party. This does not apply to payment obligations. If such an event continues for more than 60 days, either party may terminate on written notice.

22. General

• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them to an affiliate or to a successor in connection with a merger, acquisition or sale of the business, with notice to you.
• Subcontracting. We may use subcontractors and subprocessors, and remain responsible for their performance under these Terms.
• Notices. We may send notices to the email address of a Workspace owner or billing contact. You may send notices to support@workframe.online. Notices sent by email are treated as received on the next business day.
• Entire agreement. These Terms, the Data Processing Agreement and any order details shown at checkout are the entire agreement between us about the Service. Each party confirms it has not relied on any statement not set out in them. Purchase order terms you issue do not apply. If documents conflict, the Data Processing Agreement prevails on data protection matters, and otherwise these Terms prevail.
• Severance and waiver. If any provision is found invalid or unenforceable, the rest remains in force. A delay or failure to exercise a right is not a waiver of it.
• Third-party rights. No one other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.
• Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, agency or employment relationship.
• Publicity. We will not use your name or logo in marketing without your prior written consent.
• Export and sanctions. You confirm that you and your Users are not subject to UK, EU, UN or US sanctions and will not use the Service in breach of export control or sanctions laws.

23. Governing law and disputes

These Terms and any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with them are governed by the law of England and Wales. Before starting proceedings, each party will try in good faith to resolve the dispute through discussion between senior representatives for at least 30 days. The courts of England and Wales have exclusive jurisdiction, although either party may seek urgent injunctive relief in any court.

24. Contact

Questions about these Terms: support@workframe.online.

Simpson Soft UK Limited, Vjh Accountancy, The Zinc Building, Broadshires Way, Carterton, Oxfordshire, OX18 1AD, United Kingdom. Company number 05571839.