Terms of Service

1. Agreement

These Terms of Service ("Terms") are a contract between [Status Quo 247 — legal entity name and jurisdiction to be filled] ("Status Quo 247", "we", "us") and the organisation subscribing to the Status Quo 247 service ("Customer", "you"). By creating an account, starting a trial, or otherwise using Status Quo 247, you accept these Terms on behalf of your organisation and confirm you have authority to do so.

If a separate written agreement (an Order Form or Master Services Agreement) is signed between the parties, that document controls where it conflicts with these Terms.

2. The service

"Status Quo 247" is the hosted workforce productivity, activity monitoring, attendance and payroll platform made available at statusquo247.com and its subdomains, together with the desktop and mobile apps we distribute. We may add, change or remove features from time to time. We will not remove a material feature during a paid term in a way that materially degrades the service you are paying for.

3. Accounts and subscriptions

You must register with accurate details and keep your credentials confidential. You are responsible for what happens on your account, including actions taken by your administrators and employees. Subscriptions are per-seat or per-plan as set out on our pricing page or in your Order Form.

3.1 Trials

We offer a 14-day free trial. Trials are provided "as-is", may be limited in features or seats, and can be shortened, extended or ended by us at any time. Data created during a trial is retained for 30 days after the trial ends unless you convert to a paid plan; after that period it may be deleted.

4. Acceptable use

You agree not to, and not to permit any employee or third party to:

• Reverse-engineer, decompile or attempt to derive source code from Status Quo 247, except to the extent that applicable law expressly permits it.
• Use Status Quo 247 to monitor individuals outside a legitimate employment or contractor relationship, or in a manner that violates applicable labour, privacy, or surveillance laws in the jurisdiction where the monitored person is working.
• Deploy Status Quo 247 without giving affected employees the notices and, where required, obtaining the consents that local law requires.
• Use Status Quo 247 to unlawfully discriminate, harass, or profile a protected class.
• Circumvent security controls, probe or scan the service, or interfere with service availability for other customers.
• Resell, sublicense, or make Status Quo 247 available to any party other than your own workforce, unless we have agreed in writing.

We may suspend an account that we reasonably believe is violating these rules, and we will tell you why, unless a law prevents us.

5. Payment

Fees are as published on the pricing page or as set out in your Order Form. Unless the Order Form says otherwise, invoices are due within 30 days of issue, in the currency stated. Late payments accrue interest at the lower of 1.5% per month or the maximum rate allowed by law. Fees are exclusive of taxes; you are responsible for any applicable sales, use, VAT, GST or similar taxes, other than taxes on our net income.

6. Intellectual property

Status Quo 247, including all software, documentation, brand assets and content we publish, is and remains the property of Status Quo 247 and its licensors. We grant you a non-exclusive, non-transferable, revocable right to use the service during your subscription term for your internal business purposes.

"Customer Content" — data your organisation puts into Status Quo 247, including data captured by the product about your employees — belongs to you. You grant us a limited licence to host, process and transmit Customer Content solely to provide and support the service and as directed in the Data Processing Agreement.

We may use aggregated, de-identified data derived from use of the service (for example, benchmark statistics) to improve and market the service, provided no such data identifies you, your organisation or any individual.

7. Confidentiality

Each party may receive confidential information from the other. The receiving party will use the same degree of care it uses to protect its own confidential information (and in no case less than reasonable care), will use confidential information only to perform under this agreement, and will disclose it only to personnel who need to know. Confidentiality obligations survive termination for three years, except for Customer Content and personal data, which are protected for as long as we hold them.

8. Warranties and disclaimers

We warrant that we will provide the service with reasonable skill and care and materially in line with our published documentation. Except for this warranty, Status Quo 247 is provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the service will be uninterrupted, error-free, or that captured data will be complete for every device or session.

9. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or exemplary damages, or for lost profits, revenue, goodwill or data, arising out of or relating to this agreement. Each party's total aggregate liability arising out of or relating to this agreement will not exceed the total fees paid or payable by the Customer to Status Quo 247 in the twelve (12) months preceding the event giving rise to the claim.

These limits do not apply to (a) either party's indemnification obligations, (b) breach of confidentiality, (c) infringement of the other party's intellectual property, or (d) liability that cannot be limited under applicable law (for example, gross negligence, wilful misconduct, or personal injury).

10. Indemnification

By us. We will defend you against third-party claims alleging that the Status Quo 247 service, as provided by us and used within these Terms, infringes a valid patent, copyright, or trademark, and we will pay damages finally awarded or reasonable settlement amounts.

By you. You will defend us against third-party claims arising from (a) your use of the service in violation of these Terms or applicable law, (b) your failure to give employees required notices or obtain required consents, or (c) Customer Content that infringes a third party's rights, and you will pay damages finally awarded or reasonable settlement amounts.

The indemnifying party's obligations are conditional on prompt notice of the claim, sole control of defence and settlement, and reasonable cooperation from the other party.

11. Termination

Either party may terminate for material breach that is not cured within 30 days of written notice. Annual plans may be terminated for convenience by the Customer on at least 30 days' notice before the end of the current term; fees already paid are non-refundable except where these Terms or applicable law require otherwise. On termination, your right to use the service ends, and we will handle Customer Content in the manner described in the DPA.

12. Governing law and disputes

These Terms are governed by the laws of [Jurisdiction — to be filled], without regard to conflict-of-laws rules. Any dispute that cannot be resolved through good-faith discussion within 30 days will be finally resolved by binding arbitration seated in [Seat of arbitration — to be filled], under the rules of [Arbitral institution — to be filled]. Either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

13. Miscellaneous

These Terms, together with any Order Form and the DPA, are the entire agreement between the parties. If any provision is held unenforceable, the rest continues in force. Neither party may assign the agreement without the other's consent, except in connection with a merger, acquisition or sale of substantially all assets. Notices to Status Quo 247 must be sent to legal@statusquo247.com.