These Terms of Service set out the terms by which you (“Customer”, “User” or “You”) may use the online, mobile, software and website services (collectively the “Service” provided by Website Vision Limited TA Shiftie (“Shiftie”, “Supplier”, “we” or “us”).
Acceptance of Terms
- These Terms of Service represent our agreement in its entirety. This agreement will be governed by the laws of England and you hereby agree to be bound exclusively by the jurisdiction of English courts without reference to rules governing choice of laws.
- This agreement applies to all users and visitors and to anyone who accesses the Service whether as an individual or on behalf of a company (“Users”), and the Service is offered to you on the condition that you accept these Terms of Service without modification of the terms, conditions and notices herein.
- You can view the most up to date version of this Agreement at any time by going to https://shiftie.co/terms-conditions.
- You agree to be fully responsible for any claim, expense, liability, losses and costs, including legal fees, incurred by Shiftie arising from any infringement of these Terms of Service.
Modification of Terms
- Shiftie reserves the right to update this agreement at any time at our discretion and your continued use of our Services will be deemed as acceptance of this agreement.
- Any new features which are added to the Shiftie Service, including new tools and integrations, will be governed by this agreement.
- The headings in this agreement are inserted for convenience only and shall not affect its construction.
- A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assignments.
- A reference to a company shall include any company, corporation or other corporate body, wherever and however incorporated or established.
- Words in the singular include the plural and vice versa.
- A reference to one gender shall include a reference to the other genders.
- A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
- References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
- We reserve the right to amend, update, or remove any elements of the Service at any time, at our sole discretion, without giving you any prior notice.
- Nothing in this Agreement requires Shiftie to maintain, enhance, or provide any elements or features which you may or may not use as part of the Service.
- Nothing in this Agreement limits our right to cease providing any or all elements of the Service at our sole discretion at any time.
Using the Service
- You may only use the Service if you are in a position to form a binding contract with Shiftie without violating either this Agreement or any applicable laws, rules, or regulations.
- Provided you meet the terms and conditions of this Agreement you are granted a non-exclusive, non-transferable, non-sublicensable, limited license to use the Service as allowed by the functionality of the Service, during the Term. Any rights not expressly granted within this Agreement are reserved. We reserve the right to rescind this license at any time at our discretion.
- The system is only designed for use by or in connection with those aged 18 or over. If you are under 18 you may only use the system with the express written permission of your legal guardian. You accept all responsibility which may arise from using the Service in connection with anyone under the age of 18.
- The Service is not available for use by any Users who have previously been removed by Shiftie.
- When you create a Shiftie account you must ensure that all information you provide is complete and accurate and that this information is kept up to date at all times. Shiftie accepts no liability for any activity which occurs on your account.
- By subscribing to Shiftie and providing your email address and/or mobile number you consent to us sending you essential notifications which are required to supply the Service.
- Users will have varying levels of access to the Services. Access will be decided by the Customer.
- In relation to the Users, the Customer undertakes that:
- Each user shall keep a secure password for their user of the services, and that each user shall keep their password confidential, and will not allow any third parties to use their account.
- No user shall exceed their allocated permissions.
- In the event of a security breach or unauthorised user of your account, you must inform us immediately.
- In the event that a user who has access to Shiftie leaves your employment, you will take immediate steps to remove them from your company account.
- If you wish to use Shiftie as an Enterprise User you will need to contact our support team to arrange a scoping call and quote. Enterprise Users will be issued with a separate Agreement and set of prices.
- If you have opted-in to marketing we may also send you promotional emails from time to time. You can opt-out of these at any time by clicking the Unsubscribe button in any marketing email.
- You are responsible for ensuring that Shiftie is compatible with your existing systems, software, and hardware.
- You are responsible for ensuring that you have sufficient backups in place, to be used in the event that the Service is not available for any reason and for any length of time.
- By using the service you confirm that you are not employed or affiliated with any competitors or intended competitors of the Service and that you will not grant access to the Service to any competitors or intended competitors.
- You agree not to commit or facilitate any of the following actions:
- Copying, replicating, distributing, reselling, or divulging any elements of the Service
- Interfering with any server actions in any way.
- Committing any action which, in our opinion, puts an unreasonably large load on any part of the Service.
- Using any automated system to send more requests to the Shiftie servers than a human user would reasonably manually produce in the same period.
- Accessing any parts of the Service which are not designated to be accessed by your User account.
- Uploading any harmful data or code through the system.
- Access, store, distribute or transmit any viruses, or any material during its user of the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive.
- Facilitates illegal activity.
- Depicts sexually explicit images.
- Promotes unlawful violence.
- Is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or
- Is otherwise illegal or causes damage or injury to any person or property; and Shiftie reserves the right, without liability or prejudice to its other rights to the customer, to disable the customer or users access to the Services where it finds any material that breaches the provisions of this clause.
- You agree not to:
- Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all of any portion of the services and / or documentation (as applicable) in any form or media or by any means; or
- Attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the services; or
- Access all or any part of the services and documentation to build a product or service which competes with the services and / or the documentation; or
- Use the services and / or documentation to provide services to third parties; or
- License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the services and or documentation available to any third party except the authorised users; or
- Attempt to obtain, or assist third parties in obtaining, access to the services and / or documentation, other than as provided under this clause.
- At our sole discretion, we may at any time change, modify, or cease the Service in its entirety, either to you or to all Users. We may also temporarily suspend your access to the Service at our discretion.
- Upon termination, however arising, you will continue to be bound by this Agreement where applicable.
Mobile Access to the Service
- At our discretion, we may make the Service available via a Web App, designed for responsive use on a mobile device or tablet.
- We do not guarantee that the Service will be compatible with all mobile devices or tablets, or that it will be suitable for all browsers.
- You must ensure that you are using the most up to date browser version in conjunction with the Service.
- Any charges incurred due to your choice of device, for instance, mobile data charges, are solely your responsibility and will not be reimbursed by Shiftie.
- At our sole discretion, we may at any time change, modify, or cease mobile access to the Service in its entirety, either to you or to all Users. We may also temporarily suspend your access to the Service via mobile at our discretion.
User Submitted Data & Customer Data
- The customer shall own all right, title and interest in and to all of the customer data, regarded as “User Data”, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the customer data. The customer hereby grants an irrevocable, non-exclusive, royalty-free license to Shiftie to enable the supplier to use, solely for the purpose of providing the Services, the customer data during the term.
- You are responsible for obtaining any necessary consent, both from individuals and organisations, required in order to upload User Data.
- You agree that you will not post any content which:
- Could be deemed offensive, obscene, or illegal;
- The posting of which could breach any pre-existing agreements which you have in place;
- Might risk causing distress or harm either to yourself or to anyone else.
- Shiftie reserves the right to remove any content which we deem inappropriate and/or in breach of this Agreement.
- Nothing in this Agreement obliges Shiftie to monitor User Submitted Data, and Shiftie takes no responsibility or liability for any User Data uploaded to the Service.
- You accept that Shiftie does not provide any back-up services for User Data and that you are responsible for maintaining suitable back-ups to be used in the case of the system not being available for any reason and for any length of time.
- Shiftie shall not be responsible for any loss, destruction, alteration or disclosure of customer data or user data caused by any third party.
- If Shiftie processes any user data on the customers’ behalf when performing its obligations under this agreement, the parties record their intention that the customer shall be the data controller and the supplier shall be a data processor and in any such case:
- the customer acknowledges and agrees that the user data may be transferred or stored outside the EEA or the country where the customer and users are located in order to carry out the services, and the suppliers other obligations under this agreement;
- the customer shall ensure that it is entitled to transfer personal data to the supplier so that the supplier may lawfully use, process and transfer the user data in accordance with this agreement on the customers behalf;
- the customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.
- each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the user data or its accidental loss, destruction or damage.
- The Supplier undertakes that the services will be performed substantially in accordance with the documentation.
- If the services do not conform with the foregoing undertaking, the supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the customer with an alternative means of accomplishing the desired performance. Notwithstanding the foregoing, the Supplier:
- does not warrant that the customers’ use of the services will be uninterrupted or error-free; or that the services, documentation and / or the information obtained by the customer through the services will meet the customers requirements.
- is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet or other telecommunications services, and the customer acknowledges that the services and documentation may be subject to limitations, delays and other problems inherent with the use of such communication facilities.
- This agreement shall not prevent the supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and / or services which are similar to those provided under this agreement.
Third Party Providers
- Shiftie Users are permitted to access the Services via an API (Application Program Interface) and the Services may contain access to 3rd Party Software which may require its own user agreements. Any use of the API, including accessing the API through 3rd Party Software, is bound by this Agreement, including the following restrictions:
- Shiftie takes no responsibility or liability for any direct or indirect losses or damages incurred as a result of your use of the API or 3rd Party Software which uses the API;
- You acknowledge that you do not hold any rights over the source code of the API;
- You will not make any modifications to the API, or engage in copying, replicating, distributing, reselling, or divulging any elements of it;
- You will not commit any action which, in our opinion, puts an unreasonably large load on the API.
- At our sole discretion, we may at any time change, modify, or cease the API in its entirety, either to you or to all Users. We may also temporarily suspend your access to the API at our discretion.
Billing and Payments
- Certain Shiftie plans may require payment; the full details of the pricing for each plan type can be viewed at https://shiftie.co/pricing and may be updated from time to time at our discretion.
- We reserve the right to charge additional fees for any new elements which are added to the Service and to change the fees from time to time at our discretion.
- Where the fees are changed we will give notice at least 30 days before the changes come into effect. This notice may be provided in any reasonable form, including by advertising the changes within the Service or on the Shiftie website.
- All accounts subscribed to a paid plan must have a valid credit or debit card saved against them.
- All payments must be made by credit or debit card, via the Service.
- All plans are billed on either a rolling monthly or annual basis. Each month or year constitutes a ‘billing period’.
- For paid monthly plans, an invoice will be issued in the form of an email link to the Billing section in the Shiftie software on the first day of each month, itemising the charge for the new month and any additional user fees for the preceding month.
- For paid annual plans, an invoice will be issued in the form of an email link to the Invoices section in the Shiftie software on the anniversary of the beginning of the subscription, itemising the charge for the new year. An invoice will also be issued in the form of an email link to the Billing section in the Shiftie software on the first day of any month where the preceding month incurred fees for additional users, itemising the charges for these.
- Any historical invoices will also be available in the Billing section of your Shiftie Company Settings.
- The initial payment will be taken at the end of the 28 day free trial once you have confirmed that you want to proceed with the subscription. The payment will be taken immediately as part of the subscription process. Where the subscription is for a monthly plan and begins partway through the month the payment taken will be pro-rata.
- Subsequent account payments for monthly plans will be taken on the 1st day of each month.
- Subsequent account payments for annual plans will be taken on the anniversary of the beginning of the original subscription.
- Any charges for additional users which are incurred over the course of a billing period will be added to the bill taken on the 1st day of the following month.
- You can cancel your account at any time, however, no refunds will be given under any circumstances. In the interests of fairness, no exceptions will be made.
- Where you cancel your account part way through a billing cycle you will retain access to the account until the end of the billing cycle.
- Any additional charges which are incurred over the course of your final month, including charges for additional users, will be billed in a “Final Bill” at the end of the final billing period.
- If Shiftie removes access to your account or otherwise ends this Agreement no refunds or compensation will be available.
- If you upgrade your plan a pro-rata one-off fee of the difference between your current plan and your new plan will be taken immediately, covering the price difference for the remainder of the billing period.
- If you move from a monthly plan to an annual plan the full price of the annual plan will be taken immediately, regardless of how far through the monthly billing period you may be.
- No refunds will be available if you downgrade your account or move from an annual to a monthly plan, regardless of how far through a billing cycle you may be at the time of downgrading. When changing your plan but retaining your existing subscription billing type (monthly to monthly, or annual to annual) you will, however, retain access at the pre-existing level until the end of the billing period at which point you will be downgraded accordingly.
- By downgrading you may lose access to certain services or content. Shiftie cannot take responsibility for any such loss.
- If your payment fails for any reason we will send an email to your company’s account holder making them aware of this. We will then re-attempt to take payment after 7 and 14 days. If we have not been able to take payment by the 7th day your account will be locked until you are either able to update your card details or payment is successful, whichever comes first.
- All prices listed on the Shiftie website are listed in GBP without VAT included.
- If you wish to dispute a payment taken by Shiftie you must notify us within 30 days of the payment. If you do not notify us within 30 days of the payment you hereby agree to waive any claim relating to the disputed payment.
- To the best of our ability Shiftie will provide email support between 09:00 – 17:30 (BST where applicable and GMT for the remainder of the year), Monday to Friday, excluding any days which are recognised as Bank Holidays in England. We reserve the right to amend these support hours from time to time at our discretion.
- You acknowledge that we are under no obligation to develop any code changes at your request, but that you are required to use any updates provided.
- Our help guides are held at https://shiftie.freshdesk.com/support/home and may be updated at any time. While we will make reasonable efforts to keep this up to date with the Shiftie system you accept any errors or omissions that may occur.
- The customer acknowledges that the Supplier and / or its licensors own all Intellectual Property Rights in the services and the documentation. Except as expressly stated herein, this agreement does not grant the customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the services or the documentation.
- Any use of the service and its content for any purpose not explicitly permitted by this agreement is prohibited.
- The customer acknowledges that you have no rights or claims over any suggestions which you make regarding the service. Under no circumstances will you receive any kind of compensation, financial or otherwise, for any suggestions.
- The customer accepts that any data held as part of the service may be removed, modified, or transferred at any time at our discretion. No compensation, financial or otherwise, will be given regardless of the potential value of the data.
- If you wish to leave Shiftie then you will need to cancel your account. You are solely responsible for the cancelling of your account.
- To cancel your company account you will need to navigate to the Account Information tab in your Shiftie Company Settings and select to close your account.
- Cancellation notification by any other method, including phone, email, and letter, will not be accepted.
- Account cancellation will take place at the end of the current billing period.
- Once you have cancelled your account you will no longer have access to any User Data stored within Shiftie, although you may still request the anonymisation or export of any relevant data in accordance with the General Data Protection Regulations.
- Unless anonymisation is requested any User Data will be held for 6 months following cancellation before being automatically anonymised. Anonymised data is entirely non-recoverable and we will no longer be able to give you access to it following anonymisation.
- We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered, or disclosed.
- We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
- Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- is independently developed by the receiving party, which independent development can be shown by written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
- Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
- Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
- The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
- The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
- You accept that Shiftie may use your company name, branding, and relationship with Shiftie for the purposes of marketing and that you will not be eligible for any compensation as a result of this.
- You accept that the Shiftie Service is provided on an ‘as available’ and ‘as is’ basis and that as far as is permitted by law the Service is provided without any warranties, whether express or implied.
- Further to this, we do not warrant or represent that the Service is:
- Fit for any particular purpose;
- Accurate, reliable, or correct;
- Suitable for use on all devices;
- Uninterrupted or secure;
- Free from viruses or other malicious code;
- Available at all times;
- We do not guarantee the suitability or fitness for purpose of any third-parties which may be linked with the Service.
- You warrant that you have selected to use Shiftie of your own free will and based on your own judgement, rather than relying on the opinion or representation of any third-parties, and that you have concluded that Shiftie is suitable for your required purposes.
- You agree to defend, indemnify, and hold harmless Shiftie and its employees and subsidiaries from and against any and all claims which may directly or indirectly arise from:
- Any use by you or any other individual of the Service;
- Any data which you may have stored, sent, or received through the Service, including User Data, whether accurate or inaccurate, or inappropriate;
- Any willful misconduct or gross negligence on your part;
- Any breach of any terms of this Agreement by yourself;
- Any breach of any third-party rights by yourself;
- Any access or use of the Service via your unique log-in credentials, whether by you or someone else.
- In the defence or settlement of any claim, the supplier may procure the right for the customer to continue using the services, replace or modify the services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 5 business days’ notice to the customer without any additional liability or obligation to pay liquidated damages or other additional costs or damages to the customer.
- The foregoing and the ‘Limitation of Liability’ clause state the customers’ sole and exclusive rights and remedies, and the suppliers’ (including the suppliers’ employees, directors, agents or subcontractors') entire obligations and liability for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
Limitation of Liability
- This clause sets out the entire financial liability of the supplier (including any liability for the acts or omissions of its employees, agents or subcontractors;) to the customer:
- arising under or in connection with this agreement;
- in respect of any use made by the customer of the services and documentation or any part of them; and
- in respect of any representation, statement or tortious act or omissions (including negligence) arising under or in connection with this agreement.
- You accept that despite best efforts no system can be entirely secure or error-free and accept that:
- the supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract (including any indemnity as set out in this agreement), misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and / or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
- the supplier’s total aggregate liability in contract (including any indemnity as set out in this agreement), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total sum paid to the supplier in the 12 months immediately preceding the event or issue.
- Should clause 21.2.2 be deemed by the courts to be unenforceable, then it should be amended at the end of the clause to include the following “with a financial cap of £5000 being the maximum amount recoverable against the supplier”.
- All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and the services and the documentation are provided to the customer on an ‘as is’ basis.
- Nothing in this agreement excludes the liability of the supplier:
- for death or personal injury caused by the suppliers negligence; or
- for fraud or fraudulent representations.
- If you believe that you are aware of a dispute between yourself and Shiftie based on this Agreement then you must give notice to us by sending an email to email@example.com outlining the nature of the dispute and the outcome you are seeking before commencing with any court proceedings.
- Where possible Shiftie will attempt to resolve any disputes without recourse to the law courts.
Governing Law and Jurisdiction
- This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
- The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
- Where appropriate, including where required by law or for business-related purposes, we may send you notifications by email or by posting on our website.
- You will only receive marketing emails from us if you have chosen to ‘opt-in’ to these, and you will be able to unsubscribe at any time using the link in the emails.
- We cannot accept liability for any automatic filtering undertaken by your email provider which may delay or prevent you from viewing any notifications.
- The customer shall not, without the prior written consent of the supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
- The supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
- Any waiver of terms of this Agreement should not be regarded as a continuing waiver, or as a waiver of any other term.
- Any such waiver must be in writing.
- Failure to assert any right or provision under this Agreement should not be regarded as a party waiving that right or provision.
- This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
- Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement
- Nothing in this clause shall limit or exclude any liability for fraud.
- If any provision within this Agreement should be found to be invalid by a court of law the remainder of the Agreement will remain in force.
- Please direct any questions regarding this agreement to firstname.lastname@example.org