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Staffwise SaaS Terms of Service

Software as a Service (SaaS) Agreement – 2025 Edition

Between:
STAFFWISE (“Supplier”)
and
CUSTOMER (“Customer”)

 

1. Interpretation

Authorised Users: Employees, agents, and contractors authorised by the Customer to use the Services.
Business Day: Any day other than a Saturday, Sunday, or public holiday in England.
Confidential Information: Information that is proprietary, confidential, or clearly identified as such.
Customer Data: Data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services.
Documentation: Supplier’s online user documentation describing the Services.
Effective Date: The date on which the Customer first accesses or logs into the Services.
Services: The subscription-based workforce management, scheduling, and reporting software provided via staffwise.app or other notified domain.
Software: The online software applications forming part of the Services.
Subscription Fees: Fees payable by the Customer to the Supplier.
Subscription Term: The Initial Term and any Renewal Periods.
User Subscriptions: The number of user licences purchased by the Customer.
Virus: Anything that may harm or impair system or data operations.

 

2. User Subscriptions

The Supplier grants the Customer a non-exclusive, non-transferable right to permit Authorised Users to access and use the Services during the Subscription Term for internal business purposes only.

The Customer shall:

  • Not exceed the number of purchased User Subscriptions.

  • Ensure each Authorised User maintains a secure password, changed at least every 72 days.

  • Prevent unauthorised access and promptly notify the Supplier of any suspected breach.

  • Not copy, modify, decompile, or reverse-engineer any part of the Software or Documentation.

  • Not use the Services to provide competing products or services.

 

3. Additional User Subscriptions

Additional User Subscriptions may be purchased at any time. Fees for additional Users are charged per full month and not pro-rated. Access for new users begins upon payment.

 

4. Services and Support

The Supplier shall provide the Services and make the Documentation available to the Customer during the Subscription Term.

The Supplier will use commercially reasonable efforts to ensure 99.5% uptime per calendar month, excluding planned maintenance and emergency maintenance.
Support is provided in accordance with the Supplier’s Support Policy.

 

5. Customer Data and Data Protection

  • The Customer retains ownership of all Customer Data.

  • The Supplier will handle Customer Data in accordance with its Privacy Policy and Data Processing Addendum (DPA).

  • The Supplier may process data in the UK, EU, USA, or UAE, ensuring compliance with UK GDPR, EU GDPR, and relevant local laws (e.g. DIFC, CCPA).

  • The Supplier will notify the Customer within 72 hours of becoming aware of a personal data breach.

  • The Supplier may use aggregated and anonymised data for analytics and service improvement, excluding any personal data.

 

6. Third-Party Services

The Services may integrate with third-party platforms. The Supplier is not responsible or liable for any third-party content, actions, or failures. The Customer uses such integrations entirely at its own risk.

 

7. Supplier’s Obligations

The Supplier warrants that it will perform the Services with reasonable care and skill and maintain necessary licences to operate.
However, the Supplier:

  • Does not warrant uninterrupted or error-free operation.

  • Is not liable for data loss, service interruptions, or reliance on outputs, analytics, or AI-generated content.

  • May modify or enhance the Services at any time.

 

8. Customer’s Obligations

The Customer shall:

  • Provide necessary data, access, and cooperation.

  • Comply with all applicable laws.

  • Ensure Authorised Users follow all terms.

  • Be responsible for its own systems, connectivity, and data backups.

 

9. Fees and Payment

  • Fees are payable in GBP (or other agreed currency) via secure payment methods (e.g., Stripe, GoCardless, bank transfer).

  • Fees are non-refundable and exclusive of applicable taxes.

  • Overdue payments may result in suspension and accrue interest at 3% above Bank of England base rate.

  • The Supplier may increase fees at renewal with 14 days’ prior notice.

 

10. Proprietary Rights

The Supplier owns all intellectual property in the Services. No rights are granted other than those expressly stated.

The Customer must not remove proprietary notices or claim ownership of any part of the Services or Documentation.

 

11. Confidentiality

Both parties shall keep Confidential Information secure and not disclose it except where required by law.
Customer Data is the Customer’s Confidential Information.
This clause survives termination.

 

12. Indemnity

The Customer shall indemnify the Supplier from any claims or losses arising from misuse of the Services or breach of this Agreement.
The Supplier shall indemnify the Customer only against valid IP infringement claims relating to the Services, provided the Customer gives prompt notice and cooperation.

 

13. Limitation of Liability

To the maximum extent permitted by law:

  • The Supplier provides the Services, Documentation, and any related outputs strictly “as is”, without any warranties, express or implied.

  • The Supplier shall not be liable for:

    • Any indirect, consequential, or economic losses;

    • Any data loss, corruption, or downtime;

    • Any reliance on reports, analytics, or AI-driven recommendations;

    • Any third-party content, services, or integrations;

    • Any acts or omissions of third-party suppliers or subcontractors.

  • The Customer acknowledges and agrees that it uses the Services entirely at its own risk, and the Supplier shall have no liability whatsoever, whether in contract, tort, or otherwise, for any loss, damage, claim, or expense arising from or in connection with the Services.

 

14. Term and Termination

The Agreement starts on the Effective Date and continues for the Initial Subscription Term, renewing monthly unless either party gives 30 days’ written notice.

Upon termination:

  • All access and licences cease immediately.

  • The Customer may request data export within 10 days of termination, subject to payment of all outstanding fees.

  • The Supplier may securely delete Customer Data after that period.

 

15. Force Majeure and Third-Party Suppliers

The Supplier shall have no liability for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to natural disasters, internet outages, power failures, civil unrest, government actions, acts of terrorism, or industrial disputes.

In addition, the Supplier shall not be liable for any delay, unavailability, or failure of the Services caused directly or indirectly by third-party service providers, including but not limited to:

  • Hosting providers (e.g., AWS or equivalent);

  • Payment gateways or banking systems;

  • Telecommunications or internet service providers;

  • Third-party integrations, APIs, or data feeds.

The Supplier shall use reasonable efforts to coordinate with such third parties to restore Services but provides no warranty or guarantee for third-party continuity, quality, or performance. The Customer acknowledges that the Supplier’s obligations are contingent upon such third-party services and accepts that any failure by them shall not constitute a breach of this Agreement.

 

16. Governing Law and Jurisdiction

This Agreement is governed by English law.
Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

17. Acceptance

This Agreement shall be deemed accepted and binding on the Customer upon their first login to the Staffwise system or first use of the Services, whichever occurs earlier. By accessing or using the platform, the Customer acknowledges and agrees to all terms contained herein.

UK & EMEA:
WISE DIGITAL MEDIA LTD t/a Staffwise – Owner and licensor of the Staffwise platform and all associated Intellectual Property Rights (IP)

APAC:
STAFFWISE GLOBAL LTD t/a Staffwise – Authorised reseller of the Staffwise platform within the APAC region

Registered in England & Wales
Website: https://wiseos.io
Email: support@wiseos.io