Terms Of Service

How these Terms apply

These Terms of Service (these "Terms") govern access to and use of the Crewlix platform. They apply in one of two ways:

(a) Where the Customer signs up online or otherwise accepts these Terms electronically (for example by ticking a box or clicking "I agree"), that acceptance forms a binding agreement on these Terms alone, together with the Published Plan, billing frequency and price the Customer selected at checkout, which Crewlix records and which together are treated as the Order Form referred to in these Terms; or

(b) Where the parties sign a separate Order Form (including a quote, order confirmation or similar document that references these Terms), that Order Form and these Terms together form the binding agreement, and the Order Form’s commercial terms (plan, pricing, billing frequency, term and any customer-specific terms stated on it) take priority over these Terms if the two conflict.

In both cases, the resulting contract between Crewlix and the Customer is referred to in the Crewlix Data Processing Agreement, and in these Terms, as the "Main Agreement" or the "Agreement".

Parties

These Terms are between (1) Crewlix Ltd, a company registered in England and Wales under number 11781962, whose registered office is at 161 Brading Crescent, London, England, E11 3RU ("Crewlix"); and (2) the business or organisation that accepts these Terms, signs up for a Published Plan, or enters into an Order Form for the Services (the "Customer"). For a Customer on the Enterprise plan, or agreeing bespoke terms, the Customer's full legal name, company number and registered address are as stated on the signed Order Form.

1. Definitions

1.1 In this Agreement the following terms have these meanings:

"Authorised User" means an employee, worker or contractor of the Customer, or another individual, whom the Customer permits to access and use the Services under its account.

"Confidential Information" means any information, records, data, documents, or other materials disclosed, provided, made available, or otherwise obtained by one party from the other in connection with the establishment, performance, or termination of this Agreement, that is identified as confidential or proprietary, or that a reasonable person would understand to be confidential based on its nature, content, or the circumstances of its disclosure. Confidential Information remains the property of the party that disclosed it.

"Customer Data" means all data, content and information that the Customer or its Authorised Users submit to, or generate through the use of, the Services, including any personal data within it (which is separately governed by the DPA).

"DPA" means the Crewlix Data Processing Agreement entered into, or accepted, between the parties, which forms part of this Agreement and governs the processing of personal data within Customer Data.

"Documentation" means Crewlix's published user guides and help materials for the Services, as updated from time to time.

"Fees" means the amounts payable by the Customer for the Services, as set out in the Order Form.

"Force Majeure" means any act of God, such as a natural disaster or epidemic, or any other event beyond the reasonable control of the party seeking to be excused from performance, including acts of war, terrorism, governmental action or intervention, internet failures, cloud provider failures, or acts or omissions of third parties beyond that party's reasonable control. For the avoidance of doubt, any cyber-attack or breach of cybersecurity not caused by breach of duty shall be considered an event beyond our reasonable control for the purposes of this Agreement.

"Free Trial" means a limited or short-term period during which the Customer may access and use the Services free of charge, as specified in the Published Plans schedule.

"Intellectual Property Rights" means all intellectual property rights of any nature, whether registered or unregistered, existing anywhere in the world, including patents, utility models, service marks, trademarks, domain names, trade names, goodwill and rights to sue for passing off, and applications thereof; rights of registered and unregistered design and applications for registered designs; copyright and related rights; rights in confidential information and know-how; database rights; and all other intellectual property rights and equivalent forms of protection that exist now or may arise in the future, in each case for the full terms of such rights, including all renewals and extensions.

"Order Form" means the order, plan selection, quote or similar document (including one completed during online sign-up) that sets out the Services purchased, the Fees, the billing frequency, and the Subscription Term. For a Customer that signs up to a Published Plan online, the Order Form is the record Crewlix keeps of the plan, billing frequency and price the Customer selected and agreed to at checkout.

"Privacy Policy" means Crewlix's privacy policy, published at crewlix.co.uk/privacy-policy (or such other address as Crewlix notifies), as updated by Crewlix from time to time, which describes how Crewlix processes personal data as a controller (for example, account, billing, website and marketing data).

"Published Plans" means the plans, pricing and billing frequencies that Crewlix publishes on its pricing page (currently Team, Business and Enterprise), as updated by Crewlix from time to time.

"Services" means the Crewlix cloud-based HR, rota, shift scheduling and workforce management software, and any related support, made available to the Customer under this Agreement.

"Subscription Term" means the period during which the Customer is entitled to access the Services, as set out in the Order Form, together with any Renewal Term.

2. The Services

2.1 Crewlix grants the Customer a non-exclusive, non-sublicensable, non-transferable right to access and use the Services during the Subscription Term, for the Customer's own internal business purposes, in accordance with this Agreement and the Documentation.

2.2 The Customer may permit Authorised Users to access the Services, and is responsible for their compliance with this Agreement and for all activity under its account.

2.3 Crewlix may make reasonable changes to the Services from time to time (including to improve functionality, security or performance), provided this does not materially reduce the core functionality the Customer has paid for during the Subscription Term.

2.4 Crewlix will use reasonable efforts to make the Services available, excluding scheduled maintenance (which Crewlix will give reasonable notice of where practical) and matters outside Crewlix's reasonable control (force majeure events).

3. Customer Responsibilities

3.1 The Customer must:

(a) use the Services in accordance with this Agreement, the Documentation and all applicable laws;

(b) be responsible for the lawfulness, accuracy, and content of Customer Data and for obtaining any consents or rights needed to submit it to the Services, and for the activities of its Authorised Users in the Services;

(c) keep its account credentials secure and confidential (and ensure that its Authorised Users keep the same secure and confidential), and promptly notify Crewlix of any suspected unauthorised access; and

(d) not use the Services to store or process any data it is not lawfully entitled to process, or in a way that infringes a third party's rights, is unlawful, or could harm Crewlix or any other customer.

3.2 The Customer will not (and will not permit any Authorised User or third party to): reverse-engineer, decompile, mirror, modify, duplicate, copy or attempt to extract the source code of all and any portion of the Services, except as permitted by law; resell, sublicense or make the Services available to any third party outside its own organisation; use the Services to build a competing product; or carry out security testing of the Services without Crewlix's prior written consent.

3.3 The Customer will not access all or any part of the Services to build a product or service which competes with the Services of Crewlix.

3.4 The Customer will secure its own systems, including but not limited to through appropriate browser settings, current malware protection, firewalls, regular system backups and physical access controls.

4. Fees And Payment

4.1 The Customer must pay the Fees set out in the Order Form, in the currency and on the billing frequency stated there. For a Customer on a Published Plan, Fees are as shown on Crewlix’s pricing page for that plan and billing frequency at the time of order — currently, per Authorised User per month for the Team plan, or a flat monthly fee for up to 100 Authorised Users for the Business plan, in each case with a discount for annual billing as shown on that page; Enterprise plan pricing is agreed individually and set out in a signed Order Form.

4.2 Team and Business plan Fees are charged automatically to the Customer’s payment method on file at checkout and on each renewal date. Unless the Order Form says otherwise, invoices for the Enterprise plan or other negotiated terms are payable within 30 days of the invoice date. Fees are stated exclusive of VAT and other applicable taxes, which the Customer will pay in addition.

4.3 If a payment is overdue, Crewlix may charge a late payment charge on the overdue amount, calculated at 4% per year above the Bank of England base rate, and may suspend access to the Services on reasonable notice if payment remains overdue for more than 14 days after Crewlix has given written notice of the overdue amount.

4.4 Except as set out in this Agreement, Fees already paid are non-refundable, and Fees already due are non-cancellable.

4.5 Crewlix may increase the Fees with effect from any Renewal Term by giving the Customer at least 30 days' written notice before the Renewal Term begins.

4.6 Crewlix may make available to the Customer additional or upgraded service plans in respect of the Services. If the Customer chooses to move up or down a service plan, Crewlix may charge additional fees as specified by Crewlix.

4.7 The Customer agrees to provide complete and accurate billing and contact information to Crewlix and promptly notify Crewlix of any changes to such information.

4.8 The Customer may not set off its obligation to pay Fees against counterclaims, unless the law provides otherwise.

4.9 Crewlix may use third-party payment service providers for the payment of subscription Fees. In that event, the terms of the third-party payment provider apply to payment processing.

5. Term, Renewal And Termination

5.1 This Agreement starts on the date it is accepted or signed, and continues for the Subscription Term stated in the Order Form.

5.2 Unless the Order Form states otherwise, the Subscription Term renews automatically for successive periods equal to the initial Subscription Term (each a ‘Renewal Term’). For the Team and Business plans, either party may give notice of non-renewal at any time before the then-current term ends (for the Customer, through the Customer’s account settings), and the Subscription Term will end at the close of the then-current term. For the Enterprise plan or other negotiated terms, either party must give the other written notice of non-renewal at least 30 days before the then-current term ends.

5.3 Either party may terminate this Agreement by written notice to the other party if: (a) the other party commits a breach of this Agreement and, where that breach is capable of remedy, fails to remedy it within 30 days after receiving written notice specifying the breach and requiring it to be remedied; (b) the other party commits a breach that is incapable of remedy, in which case termination may take effect immediately upon written notice; or (c) the other party becomes subject to an insolvency event that entitles the terminating party to terminate this Agreement under applicable law.

5.4 On termination or expiry: (a) the Customer's right to access the Services ends, subject to the DPA; (b) any Fees owed up to the effective date of termination become immediately payable; (c) clause 13 of the DPA governs export, return, retention and deletion of Customer Data; (d) each party's rights, remedies, obligations (including payment obligations) and liabilities that have accrued up to the date of termination are not affected; and (e) Crewlix is not obliged to refund any prepaid and unused Fees. Any provision of this Agreement which expressly or by its nature is intended to survive termination or expiry will remain in effect, including clauses 6, 7, 8, 9, 10 and 11, to the extent applicable.

6. Intellectual Property

6.1 As between the parties, Crewlix owns all Intellectual Property Rights in the Services, the Documentation, and any configurations, customisations, improvements, feedback-based changes or derivative works, excluding Customer Data. Nothing in this Agreement transfers any Intellectual Property Rights in the Services to the Customer, and the Customer will not use any Crewlix trade mark, brand name or logo without Crewlix's prior written consent.

6.2 As between the parties, the Customer owns all right, title and interest in Customer Data. The Customer grants Crewlix and its affiliates a licence to host, process and otherwise use Customer Data solely to provide the Services, comply with the law, and as otherwise permitted by the DPA.

7. Confidentiality

7.1 Each party shall keep the other's Confidential Information confidential, and shall only use it to perform this Agreement, except where disclosure is required by law, by a court or administrative order, or to a professional adviser under a duty of confidentiality.

7.2 This clause does not apply to information that is or becomes public other than through breach of this Agreement, that was already known to the receiving party without restriction, or that is independently developed without use of the other party's Confidential Information. Either party may disclose the other's Confidential Information to its own professional advisers, auditors, insurers, and (for Crewlix) its sub-processors under the DPA, provided they are bound by confidentiality obligations at least as strict as this clause.

7.3 Each party will ensure that its employees, officers, workers, contractors and agents who need access to the other party's Confidential Information to perform this Agreement ("Auxiliary Persons") are made aware of, and comply with, this clause 7 as if they were a party to it, and each party remains responsible for its own Auxiliary Persons' compliance.

7.4 If a party is required by law, regulation or a court or administrative order to disclose the other party's Confidential Information, it will, where legally permitted, give the other party reasonable prior notice so that the other party may seek a protective order or other appropriate remedy, and will disclose only the minimum required.

8. Data Protection

8.1 The DPA applies to the processing of personal data within Customer Data, and is incorporated into and forms part of this Agreement. If there is a conflict between this Agreement and the DPA on the subject of personal data, the DPA prevails.

8.2 Crewlix also acts as a controller in its own right for account, billing, website and marketing data, and for security and product analytics that do not identify the Customer's workforce. Crewlix's Privacy Policy describes that processing and does not form part of this Agreement.

9. Warranties And Disclaimers

9.1 Each party warrants that it has the right to enter into this Agreement.

9.2 Crewlix warrants that it will provide the Services with reasonable skill and care, and in substantial conformity with the Documentation.

9.3 Except as expressly stated in this Agreement, the Services are provided "as is", and Crewlix excludes all other warranties and conditions, whether express or implied by law, to the fullest extent permitted by law.

9.4 The warranties in this clause 9 apply only during the Subscription Term, and do not cover any fault or non-conformity caused by misuse of the Services, use other than in accordance with the Documentation, or modification of the Services by anyone other than Crewlix.

9.5 Crewlix is not a law firm and does not provide legal, compliance or professional advice. Any content, template, alert or reminder provided through the Services (including in relation to right-to-work, DBS or other compliance checks) is provided to assist the Customer's own processes, and does not replace the Customer's own legal and compliance judgement and obligations.

10. Indemnity

10.1 The Customer will indemnify Crewlix against all liabilities, costs, expenses, damages and losses (including reasonable legal costs) suffered or incurred by Crewlix arising from any claim by a third party to the extent arising from: (a) the Customer's breach of this Agreement; (b) Customer Data being unlawful or infringing the rights of any third party; (c) the Customer's failure to obtain any consents or rights needed to submit Customer Data to the Services; or (d) use of the Services by the Customer or its Authorised Users other than in accordance with this Agreement or applicable law.

10.2 The indemnity in clause 10.1 applies only to the extent the relevant liability, cost, expense, damage or loss arises from the Customer's own acts or omissions, and does not apply to the extent caused by Crewlix's breach of this Agreement or negligence.

11. Liability

11.1 Nothing in this Agreement limits or excludes either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be limited or excluded by law.

11.2 Subject to clause 11.1, neither party is liable to the other for any indirect or consequential loss, or for any loss of profits, revenue, goodwill, or anticipated savings, arising under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise.

11.3 Subject to clauses 11.1 and 11.2, each party's total aggregate liability arising under or in connection with this Agreement (including the DPA), whether in contract, tort (including negligence) or otherwise, shall not exceed the value of the total Fees paid or payable by the Customer in relation to the Services in the 12 months period immediately before the event giving rise to the claim.

11.4 The limitations in this clause 11 (liability cap) apply in aggregate across this Agreement and the DPA together, and not separately to each.

12. General

12.1 Neither party may assign this Agreement without the other's written consent, except that Crewlix may assign it as part of a merger, acquisition or sale of substantially all of its relevant business, on written notice to the Customer.

12.2 Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) under this Agreement resulting from a Force Majeure event, provided it notifies the other party promptly and uses reasonable efforts to mitigate the effect of that event.

12.3 If a provision of this Agreement is found invalid or unenforceable, the rest remains in force.

12.4 This Agreement (including the DPA, and any Order Form) is the entire agreement between the parties on its subject matter, and supersedes all prior discussions and agreements on that subject.

12.5 This Agreement, and any dispute arising out of or in connection with it (including non-contractual disputes), is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

12.6 Each party will, on reasonable request, provide the other with information reasonably required to confirm compliance with this Agreement, including for the Customer's own reasonable due diligence or audit requirements, subject to reasonable confidentiality protections.

12.7 No failure or delay by either party in exercising any right or remedy under this Agreement will operate as a waiver of it, and no single or partial exercise of any right or remedy will prevent any further exercise of it.

12.8 Crewlix may amend this Agreement from time to time by giving the Customer at least 30 days' written notice (which may be by email or by notice within the Services) before the change takes effect. If the Customer does not agree to the change, the Customer may terminate this Agreement by written notice before the change takes effect, in which case clause 5.4 applies. Crewlix may give shorter notice where a change is required for legal, regulatory or security reasons.

Agreement

For a Customer on the Team or Business plan, accepting these Terms online during sign-up (for example, by ticking a box or clicking "I agree") has the same effect as signature, and no separate signed document is required. For a Customer on the Enterprise plan, or agreeing bespoke terms, these Terms take effect together with the signed Order Form in the Schedule below.

SCHEDULE: Published Plans

These are Crewlix’s Published Plans as at the effective date of these Terms. Crewlix may update pricing, features or plan names from time to time; the plan, billing frequency and price shown on Crewlix’s pricing page at the time the Customer places or renews an order are the ones that apply, and clause 4.5 governs any increase at renewal.

Order Form (Team and Business plans)

For a Customer on the Team or Business plan, the Order Form is the plan, billing frequency and price the Customer selected and agreed to when signing up on Crewlix’s pricing page, as recorded by Crewlix at checkout, together with the Customer’s account and billing details submitted at that time. No separate signed document is required.

Order Form (Enterprise plan or other negotiated terms)

For a Customer on the Enterprise plan, or any Customer agreeing bespoke terms, the following Order Form is completed and signed (or accepted electronically) by both parties, and forms part of the Agreement together with these Terms and the DPA.