The terms on which UmbrellaDev Limited provides WorkflowFix, the workspace service at workflowfix.com. By creating a workspace or requesting access to one, the Client agrees to these terms.
Neither UmbrellaDev Limited nor the Client accepts any terms and conditions in relation to the subject matter of this Document except the terms and conditions in this Document.
1.1 UmbrellaDev Limited provides WorkflowFix, a web-based multi-tenant Software-as-a-Service platform for workflow management (initially focused on construction site diary management), at workflowfix.com and its subdomains.
1.2 Access to the Services is provided under a subscription which may include a free trial period. Access is granted per workspace, and users are added to a workspace via the sign-up or the tenant-registration flow subject to approval by the workspace's designated Lead.
1.3 The Client agrees to use WorkflowFix in accordance with these terms and with any acceptable use guidance published by UmbrellaDev Limited.
1.4 UmbrellaDev Limited will provide the Client's designated Lead with initial access to the workspace at a URL of the form {slug}.workflowfix.com. The Lead may then invite, approve, or reject additional users as described in the platform documentation.
1.5 Upon termination of the subscription or of this relationship, access to the workspace will cease and Client Data will be handled in accordance with the Term and Termination clauses below.
2.1 In this Document the following words and expressions shall have the following meanings:
2.2 Save as otherwise provided herein, any references in this Document to clauses, paragraphs, parts or schedules are references to the clauses, paragraphs, parts or schedules of this Document unless the context otherwise admits or so requires.
2.3 References to the singular shall include the plural and vice versa and reference to any gender shall include other genders.
2.4 The headings to the clauses in this Document are for reference only and shall not affect the interpretation of this Document.
2.5 A reference to a "person" includes any individual, company, corporation, firm, partnership, joint venture, association, state, state agency, institution, foundation or trust (whether or not having a separate legal personality).
2.6 A reference to "including" or "includes" does not limit the scope of the meaning of the words preceding it.
2.7 A reference to a particular time of day is, unless stated otherwise, a reference to that time in London, UK.
2.8 A reference to a statute or statutory provision includes a reference to any subordinate legislation and is a reference to that statute, statutory provision or subordinate legislation as modified, consolidated, superseded, re-enacted or replaced from time to time after the date of this Document.
3.1 UmbrellaDev Limited shall provide the Services to the Client for so long as the Client has a valid subscription (or trial) in place. The Services shall be provided on a reasonable-efforts basis and are made available on an "as is" and "as available" basis save as expressly warranted below.
3.2 UmbrellaDev Limited shall not be responsible for the accuracy or completeness of Client Data, which is provided and maintained by the Client and its users.
3.3 Client Data will be stored on private hosting infrastructure operated by UmbrellaDev Limited or its subcontractors within the United Kingdom. Data is transmitted over encrypted connections and stored using industry-standard practices.
3.4 UmbrellaDev Limited may suspend or terminate this relationship as set out in clauses 10 and 11 below.
4.1 The Client assumes full and sole responsibility for the following:
5.1 On sign-up or on registration against an existing workspace, each user creates a Username (their email address) and Password in order to access the Services. It is each user's responsibility to keep their credentials secure.
5.2 A Username and Password may not be shared with any other person. Any actions carried out under a user's credentials shall be treated as actions of that user and of the Client. The Client agrees to promptly notify UmbrellaDev Limited of any unauthorised use or any other breach of security of which the Client becomes aware.
6.1 The Client may contact UmbrellaDev Limited for support in relation to the Services via the online contact form or email at support@umbrelladev.com.
6.2 Support is available Monday to Friday during normal UK business hours and on a best-effort basis outside of these hours.
6.3 From time to time it may be necessary for UmbrellaDev Limited to complete maintenance on its systems. If the maintenance is likely to result in significant unavailability of the Services then UmbrellaDev Limited will endeavour to advise workspace Leads in advance.
7.1 From time to time enhancements or upgrades may be introduced by UmbrellaDev Limited. UmbrellaDev Limited will use reasonable efforts to communicate significant changes to workspace Leads in advance.
8.1 The Client shall pay the Charges applicable to its subscription in accordance with the payment terms notified to the Client at sign-up or as otherwise agreed in writing.
8.2 Unless expressly stated otherwise, all sums referred to in this Document are exclusive of VAT. Any VAT properly chargeable shall be payable in addition at the relevant rate from time to time.
8.3 Any amounts due under this Document will be paid by the Client to UmbrellaDev Limited in full without any right of set-off or deduction.
8.4 Where a trial period is offered, no Charges will be payable during that trial. Continued use of the Services after the trial period is subject to the applicable subscription Charges.
9.1 The "WorkflowFix" name, the WorkflowFix logo, and any trading names and trademarks associated with the Services are the valuable Intellectual Property of UmbrellaDev Limited. All Intellectual Property in the Services (including the software, database schema, user interface, and documentation), whether now existing or which may hereafter come into existence, are reserved to UmbrellaDev Limited.
9.2 Nothing in this Document shall be interpreted as granting to the Client a licence to use any of the Intellectual Property of UmbrellaDev Limited except to the extent necessary for the Client's ordinary permitted use of the Services.
9.3 The Client retains all rights in Client Data. The Client grants UmbrellaDev Limited a limited, non-exclusive licence to store, transmit, and process Client Data as necessary to provide the Services.
9.4 The Client will promptly notify UmbrellaDev Limited of any infringement or threatened infringement of any Intellectual Property or other right of UmbrellaDev Limited of which the Client becomes aware.
10.1 Each party agrees not to use any Confidential Information disclosed to it by the Disclosing Party for its own use or for any purpose other than the purposes described in and envisaged by this Document.
10.2 Neither party shall disclose or permit disclosure of any Confidential Information of the Disclosing Party to third parties or to employees of the Recipient, other than directors, officers, employees, consultants, advisers and agents to the extent necessary or desirable for them to carry out their obligations hereunder.
10.3 Each party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Disclosing Party.
10.4 On the earlier of (a) termination of this relationship and (b) receipt of a request from one party to do so, the other party will return to the requesting party or destroy all Confidential Information and any and all copies thereof, subject to clause 10.5.
10.5 Each party shall be permitted to retain: (i) corporate records containing Confidential Information from which Confidential Information cannot be separated; and (ii) one copy of the Confidential Information for the purposes of and for so long as required by any applicable laws and regulations or by judicial or administrative process or its legitimate internal compliance procedures.
11.1 If this relationship is terminated, each of the parties will promptly return to the other all property of the other then in its possession. The Client shall cease to use the Services. In addition, the Client will remain liable to UmbrellaDev Limited for any outstanding Charges owed.
11.2 UmbrellaDev Limited may suspend or terminate the Services without notice, and may also terminate this relationship, if the Client shall (i) fail to pay any Charges when due, (ii) use the Services for purposes including but not limited to tampering with, hacking, modifying or otherwise corrupting the security or functionality of the Services, (iii) use the Services in a manner contrary to what UmbrellaDev Limited considers acceptable usage, (iv) for scheduled or emergency maintenance, or (v) in the event that UmbrellaDev Limited becomes aware that the Client is no longer a Bona Fide Organisation.
11.3 On termination, UmbrellaDev Limited will make Client Data available for export by the Client for a reasonable period (not less than ninety (90) days) before permanent deletion, subject to any legal retention requirements.
11.4 The provisions in this Document which expressly or by implication are intended to have effect after termination shall continue to apply and be enforceable notwithstanding termination.
12.1 This clause 12 sets out the entire liability of UmbrellaDev Limited to the Client in respect of any breach of its obligations under this Document and/or tortious act and/or omission, negligence and/or representation made in connection with this Document.
12.2 UmbrellaDev Limited assumes no responsibility, and the Client shall indemnify and keep indemnified UmbrellaDev Limited and its employees or agents for loss, damage, or injury to any person or property arising from: (i) breach by the Client of any applicable laws; (ii) representations made to third parties by the Client; (iii) the inaccuracy or unlawfulness of any Client Data; (iv) any cause over which UmbrellaDev Limited does not have direct control; (v) unauthorised interception or use of data resulting from Client credentials being compromised through the fault of the Client or its users; (vi) any actions by any individual using the Client's users' credentials; and (vii) any breach by the Client of its obligations under the Data Protection Laws.
12.3 UmbrellaDev Limited shall not be liable to the Client or any third party in contract, tort or otherwise for any loss of revenue, business, use, goodwill, anticipated savings, profit, data or for any financial loss whatsoever, or for any indirect, special, incidental, punitive or consequential loss or damage howsoever arising in relation to the use of the Services or any failure or error or default by UmbrellaDev Limited in the provision thereof.
12.4 In no event whatsoever shall UmbrellaDev Limited's aggregate liability to the Client exceed the amount actually paid to UmbrellaDev Limited by the Client for the Services in the twelve (12) months preceding the event giving rise to the claim.
12.5 Nothing in this Document limits or excludes liability of either party in respect of: (a) any claims for death or personal injury caused by the negligence of such party; (b) any claims resulting from any fraud including fraudulent misrepresentation; or (c) any claims for which liability may not otherwise lawfully be limited or excluded.
12.6 The rights and remedies provided by this Document are cumulative and do not exclude any rights and remedies provided by law.
13.1 UmbrellaDev Limited warrants that: (i) it has the necessary skill to supply the Services; (ii) it will carry out the Services with reasonable care and skill; (iii) the Intellectual Property in the software used in providing the Services vests in UmbrellaDev Limited or its licensors; and (iv) it has the right to enter into this relationship and provide the Services hereunder. All other warranties, express or implied, in relation to the Services are hereby excluded to the fullest extent permitted by law.
13.2 The Client warrants to UmbrellaDev Limited that: (i) it has all necessary licences, permits, authorisations, registrations, approvals, notifications and/or consents to enter into and perform its obligations under this Agreement; (ii) it has full capacity and authority to enter into and perform this relationship; (iii) this relationship has been executed by a duly authorised representative of the Client; (iv) this Document shall constitute its legal, valid and binding obligations; (v) its proposed activities hereunder do not infringe any applicable law or the rights of any third party; and (vi) the terms of this Document do not conflict with any contract entered into with any third party before the date of commencement of the relationship.
14.1 Except in relation to obligations under this Document to make payments when due, neither party shall be liable for any failure, interruption or delay in the performance of its obligations under this Document, in whole or in part, if such delay or failure is due to Force Majeure.
14.2 The parties shall make all reasonable efforts to minimise the effect of Force Majeure upon the performance and fulfilment of this relationship.
14.3 UmbrellaDev Limited shall not be in breach of this Document to the extent that its delay in providing, or failure to provide, the Services or perform any other obligation under this Document is a result of a Relief Event, and UmbrellaDev Limited shall use all reasonable endeavours to provide the Services and perform its obligations under this Document notwithstanding the Relief Event.
15.1 Each party shall comply with its respective obligations under the Data Protection Laws. In relation to the Client Data processed on the Client's behalf, the Client is the controller and UmbrellaDev Limited is the processor acting on the instructions of the Client.
15.2 UmbrellaDev Limited undertakes that it will: (i) only process Client Data in accordance with the terms of this Agreement and the Client's documented instructions; (ii) take appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, and against accidental loss, destruction or damage.
15.3 Client Data is stored within the United Kingdom. Should the parties agree to a transfer of personal data outside the United Kingdom, appropriate safeguards will be put in place before any such transfer occurs.
15.4 UmbrellaDev Limited's handling of personal data is further described in the Privacy Policy at workflowfix.com/privacy.php.
16.1 Notices. A notice, permission or other communication under or in connection with this Document must be: (i) in writing; (ii) in English; (iii) signed by or on behalf of the person giving it; and (iv) sent by recorded delivery post or by email to the relevant party to the contact address most recently notified in writing.
16.2 Notices addressed to UmbrellaDev Limited should be sent by email to support@umbrelladev.com or by recorded delivery post to: UmbrellaDev Limited, The Loft, Vauxhall Quay, Plymouth PL4 0DN.
16.3 Unless there is evidence that it was received earlier, a notice or other communication that complies with the above is deemed given: (i) if sent by recorded delivery post, at 9.00am on the second Business Day after the day of posting; (ii) if sent by email, at the time of its transmission.
16.4 Illegality. If a provision of this Document is found to be illegal, invalid or unenforceable, then to the extent it is illegal, invalid or unenforceable, that provision will be given no effect and will be treated as though it were not included in this Document, but the validity or enforceability of the remaining provisions of this Document will not be affected.
16.5 Applicable law. This Document and all non-contractual obligations arising in any way whatsoever out of or in connection with this Document are governed by, and shall be construed and take effect in accordance with, English law. The courts of England have exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise in any way whatsoever out of or in connection with this Document.
16.6 Amendments. Amendments to or modifications of this Document may be made only by mutual agreement of all parties in writing. Notwithstanding the foregoing, where UmbrellaDev Limited requires changes to the Services or these terms for technical, operational, legal or business purposes, UmbrellaDev Limited may make such changes and shall endeavour to give at least 30 days' prior notice to workspace Leads.
16.7 Waiver. Failure to exercise, or a delay in exercising, a right or remedy provided by this Document or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.
16.8 No partnership. This Document shall not constitute any party the legal representative, partner or agent of the other parties nor shall any party have the right or authority to assume, create or incur any liability or obligation of any kind, express or implied, against or in the name of or on behalf of any other party.
16.9 Assignment. The Client may not assign, transfer, charge or deal in any other manner with this Document or any of its rights or obligations under it, nor sub-contract any or all of its obligations in this Document, without having obtained the prior written consent of UmbrellaDev Limited.
16.10 Resale. The Client may not re-sell or make available the Services to any third parties.
16.11 Entire agreement. The terms laid out in this Document (together with any documents referred to in it, including the Privacy Policy) set out the entire agreement between the parties and supersede any previous agreement or arrangement between the parties relating to the subject matter of it.
16.12 Each party agrees and acknowledges that it has not relied on, or been induced to enter into this relationship by, any warranty, statement, representation or undertaking which is not expressly included in this Document.
16.13 This Document becomes effective upon the Client creating a workspace at workflowfix.com or upon any user's approved registration against an existing workspace, whichever is earlier for that party.