Wemply Terms of Service

Scope and order of precedence

These Terms of Service (the Terms) govern Wemply OÜ’s (Wemply) provision to the Customer of a right to use its online workforce management, time tracking and HR software and related services. The Terms are intended for persons and organisations using the Service in the course of business or professional activities.

The Terms form part of the Agreement when an Order Form, quotation, Customer-Specific Terms, master agreement, account creation process or other agreement between the Parties refers to them, or when the Customer otherwise expressly accepts them. Merely visiting Wemply’s public website does not constitute acceptance of the Terms.

The Agreement may include Customer-Specific Terms, schedules, these Terms and, where applicable, a separate Data Processing Agreement (DPA). In the event of conflict, the Customer-Specific Terms prevail, followed by the schedule governing the relevant subject matter and then these Terms. For Personal Data processing, any applicable European Commission Standard Contractual Clauses and the DPA prevail over these Terms.

Key definitions

• Agreement. The agreement between the Customer and Wemply for the Service, including Customer-Specific Terms, schedules, these Terms and, where applicable, the DPA.
• Customer. The person or organisation entering into the Agreement with Wemply in the course of business or professional activities.
• Authorised User. An employee, contractor, administrator or other individual whom the Customer authorises to access or use the System.
• System. Wemply’s online software environment and related resources through which the Customer uses the Service.
• Service. The agreed workforce management, time tracking and HR software service together with any ordered support, implementation, integrations or other additional services.
• Customer-Specific Terms. An Order Form, quotation or other Customer-specific document signed or accepted by the Parties in a form capable of being reproduced in writing.
• Pricing Schedule. The fees and billing terms set out in the Agreement, an Order Form, a quotation or Wemply’s pricing information.
• Active Employee. An employee, user or equivalent person marked active in the Customer’s database during a billing period and in respect of whom records are maintained in the System, whether or not that person logs in.
• Customer Data. All data, documents, entries, accounts and logs entered into the System by the Customer or its Authorised Users or generated through the Customer’s use of the Service.
• Personal Data and DPA. Personal data within the meaning of Regulation (EU) 2016/679 and the Parties’ separate Data Processing Agreement governing Wemply’s role as a processor or subprocessor.
• Incident Notice. The Customer’s notice about a fault, disruption or defect in the System or Service sent to support@wemply.com.
• Business Day. A calendar day from Monday to Friday, excluding Estonian public holidays.
• Force Majeure. A circumstance beyond a Party’s control that the Party could not reasonably have been expected to avoid or overcome.

Service scope, accounts and right of use

Once the Agreement has been entered into and the necessary technical and administrative prerequisites have been met, Wemply grants the Customer, for the term of the Agreement, a limited, non-exclusive, non-transferable and non-sublicensable right to use the System for its internal workforce management, time tracking, HR administration and other agreed workflows.

The modules, implementation, support, integrations and additional work included in the Service are specified in the Customer-Specific Terms or the relevant schedule. Unless separately agreed, the Service does not include bespoke development, custom integrations, data migration, extensive data correction, consulting on the Customer’s internal processes, on-site training, legal or accounting advice, or outsourced payroll processing services. A payroll software module may be included where expressly ordered.

Wemply provides account creation instructions to the Customer’s administrator. The Customer manages its Authorised Users, roles, access rights and authentication methods and is responsible for keeping them current unless the Parties agree otherwise in writing.

Wemply may perform maintenance, corrections, security updates and functional changes to the System. Routine updates are included in the Service; materially new functionality or a separate service may require a new agreement.

Customer rights and responsibilities

The Customer may use the agreed Service, manage and export its Customer Data to the extent supported by the System and submit reasonable requests to correct, clarify, export, delete or restrict Customer Data in accordance with the Agreement, DPA and applicable law.

The Customer is responsible for the acts and omissions of its Authorised Users in the System as if they were the Customer’s own, except to the extent caused by Wemply’s culpable act or omission. An individual Authorised User does not acquire the Customer’s contractual payment, termination or data-export rights unless the Customer has authorised that person to exercise them.

• Lawful use. The Customer will use the System in accordance with the Agreement, Wemply’s instructions and applicable law and will provide only accurate, current and lawfully processed data.
• Account security. User accounts are personal. The Customer must keep passwords and other authentication methods confidential and promptly notify Wemply of suspected misuse.
• Prohibited conduct. The Customer must not damage the System or data or copy, decompile, reverse engineer, modify or reconstruct source code, except to the extent such a restriction is prohibited by law.
• Security testing and automation. Load, penetration or security testing, scraping, bulk requests and similar automated activity require Wemply’s prior written consent.
• Cooperation and payment. The Customer must provide necessary information, reasonably cooperate with Wemply, submit Incident Notices on time and pay for the Service and additional work when due.

Wemply rights and obligations

Wemply will make the System available to the Customer within the agreed scope, apply appropriate physical, organisational and technical security measures to protect the System and Customer Data, and enable the export of Customer Data to a reasonable extent.

For a material incident, Wemply will provide an estimated time for remediation within 24 hours after receiving the Incident Notice or detecting the incident. The estimate is not a guaranteed resolution time unless the Parties expressly agree otherwise in writing.

Wemply may require compliance with the Agreement, use subcontractors to provide the Service and carry out maintenance and updates. Wemply may restrict a Customer’s or Authorised User’s access or suspend the Service if the Customer materially breaches these Terms, threatens the System or another person’s data or rights, or is overdue with payment. Subprocessors handling Personal Data are governed by the DPA.

Intellectual property and Customer Data

The System, software, source and object code, architecture, database structures, user interfaces, designs, workflows, documentation, trade marks, know-how and related intellectual property rights belong to Wemply or its licensors. The Agreement grants the Customer only the limited right of use necessary to receive the Service.

The Customer and other entitled persons retain all rights in Customer Data. Wemply uses Customer Data only to provide the Service, perform the Agreement and legal obligations, and for other purposes agreed by the Parties. This does not restrict Wemply’s use of technical metadata and aggregated or irreversibly anonymised data from which neither the Customer nor a data subject can be identified for service operation, security, billing and development.

Unless the Parties agree otherwise in writing for a specific engagement, general software solutions, components, configuration logic, methods and know-how created through Customer-ordered development, configuration or integration work remain Wemply’s property. The Customer receives the right to use the result as part of the Service.

Wemply may use Customer feedback and development suggestions to improve the Service without additional compensation, provided it does not disclose the Customer’s Confidential Information.

Fees, invoicing and payment

The Customer will pay the fees set out in the Customer-Specific Terms, Order Form, quotation or Pricing Schedule for the Service, implementation, development work and any other ordered services. VAT is added as required by law unless stated otherwise.

Where pricing is based on Active Employees, every employee or equivalent person active during the billing period is chargeable whether or not that person logs into the System. For a full calendar month, the average number of Active Employees is the arithmetic mean of the number recorded at the end of each calendar day. For a partial month, the fee is adjusted to the days of use unless the Customer-Specific Terms state otherwise.

Wemply generally invoices monthly. The Customer must raise a reasoned objection within 10 calendar days after receiving an invoice and pay the undisputed part on time. Unless otherwise agreed, invoices are payable within 14 calendar days and late-payment interest is 0.05% of the unpaid amount for each day of delay.

If payment is more than 30 calendar days overdue, Wemply may restrict access or suspend the Service until the debt is paid. Wemply may continue invoicing during suspension because it continues to maintain the Customer environment, data, configuration and Service readiness.

The scope, volume and price or estimated cost of additional work must be agreed in a form capable of being reproduced in writing before work begins. Final settlement will be completed within 30 calendar days after termination of the Agreement.

Service levels, Incident Notices and maintenance

Wemply will provide at least 99.95% availability per calendar year for the agreed core functionality of the System or, for a shorter Agreement, during its actual term. Availability is measured using Wemply’s server-side monitoring data. Detailed measurement rules and Customer-specific variations may be set out in a service-level schedule.

The Customer must send an Incident Notice to support@wemply.com and describe the impact and timing of the incident, affected account, browser and other relevant technical information. Incidents are generally classified as critical, material or normal based on their impact on core functionality and data security.

Wemply may perform scheduled maintenance on reasonable prior notice. Emergency security or recovery work needed to protect the System or data may be carried out without prior notice.

• Excluded Downtime. Availability calculations exclude scheduled and emergency maintenance, Force Majeure, interruptions caused by the Customer’s devices, software, network, account settings, data or instructions, third-party services outside Wemply’s reasonable control, lawful suspension, and defects that do not prevent use of core functionality.
• Service Credit. For Qualifying Downtime attributable to Wemply, the Customer may receive a Service Credit proportional to the affected billing period and the actual extent of impact, applied to the next invoice.
• Claim deadlines. The Customer must submit the Incident Notice within 5 Business Days after the incident occurs or becomes known and claim the Service Credit no later than 30 calendar days after the end of the billing period.
• Credit cap. Total Service Credits are capped at one month’s Service Fee per calendar year and are the Customer’s sole monetary remedy for a service-level breach, except in cases of wilful misconduct or where mandatory law requires otherwise.

Protection of Confidential Information

The Agreement and its schedules, and all non-public business, technical, financial, legal, product, pricing, customer, employee and data-processing information exchanged when entering into or performing the Agreement, are Confidential Information whether or not marked confidential. Each Party will use such information only to perform the Agreement and keep it confidential during and after the term.

Confidentiality obligations do not apply to information that was lawfully public, was already lawfully known to the recipient, was lawfully received from a third party without a confidentiality obligation, was independently developed or must be disclosed under law or an order of a competent authority.

A Party may disclose Confidential Information on a need-to-know basis to its employees, officers, auditors, legal advisers, investors, financiers, group companies and service providers if they are bound by confidentiality obligations. In the event of breach, the other Party may seek cessation of the breach, compensation for loss and, where applicable, a contractual penalty.

Personal Data and information security

Where Wemply processes Personal Data on the Customer’s behalf in providing the Service, the Parties’ separate DPA applies. The Customer generally acts as controller and Wemply as processor; where the Customer is itself a processor, Wemply acts as its subprocessor.

Wemply processes Personal Data only in accordance with the DPA and the Customer’s documented instructions. The Customer is responsible for the lawful basis for processing, providing required information to data subjects and the lawfulness of its instructions.

The DPA further governs security measures, subprocessors, data-subject requests, Personal Data breaches, international transfers, audits and the return and deletion of Personal Data. The DPA prevails over these Terms on Personal Data processing matters.

Liability, limitations and Force Majeure

A Party is liable, where at fault, for direct financial loss caused to the other Party by a breach of the Agreement, subject to the limitations set out in the Agreement.

Wemply is not liable for an interruption, delay or error caused by the Customer’s equipment, software, data or instructions, a communications network, an integration, a third-party service outside Wemply’s reasonable control or another circumstance outside Wemply’s control.

Neither Party is liable for indirect loss, loss of profit, business interruption, reputational damage, loss of anticipated savings, extraordinary data-recovery costs or third-party claims, except to the extent the exclusion is prohibited by law or the loss was caused wilfully.

Wemply’s aggregate liability for all claims arising under the Agreement and the DPA combined is limited to an amount equal to the monthly Service Fees paid by the Customer to Wemply during the 6 months preceding the breach. If the Agreement has been in force for less than 6 months, the cap is calculated by extrapolating the average fees actually paid or payable over a 6-month period. The cap includes Service Credits and Wemply contractual penalties where permitted by law, but does not limit the Customer’s payment obligations.

If the Customer materially breaches its account-security obligations, the prohibition on unauthorised testing or source-code reconstruction, or Wemply’s intellectual property rights, Wemply may claim a contractual penalty equal to the Customer’s last 6 months of monthly Service Fees. If Wemply culpably and materially breaches its confidentiality, data-protection or information-security obligations and causes material loss or a material security incident, the Customer may claim a contractual penalty on the same basis; that penalty counts towards Wemply’s aggregate liability cap.

A Party is not liable to the extent and for the period that performance is prevented by Force Majeure. The affected Party must inform the other Party at the first reasonable opportunity and take reasonable steps to mitigate the effect.

Changes, suspension and termination

Unless the Customer-Specific Terms state otherwise, the Agreement takes effect in the manner agreed by the Parties and continues indefinitely. Either Party may terminate it on at least 1 month’s notice in a form capable of being reproduced in writing. Agreed fees remain payable until termination whether or not the Customer actually uses the Service.

Wemply may amend these Terms, the Pricing Schedule, the list of Services or the conditions for using the System by giving the Customer at least 60 calendar days’ notice before the change takes effect. Changes do not apply retroactively. Amendments to the DPA are governed by the DPA.

For a material change, the Customer may terminate the Agreement by giving notice within 30 calendar days after receiving the change notice. A change is not material if it does not materially reduce the Customer’s rights or increase its obligations; increases pricing by no more than 10% within 12 months; does not materially reduce the agreed Service or remove core functionality; or is required by law, security requirements, third-party services or technical development.

If the Customer continues to use the Service after a change takes effect and has not validly terminated the Agreement, the Customer is deemed to have accepted the change.

A Party may terminate the Agreement for cause if the other Party materially breaches it and fails to remedy the breach within 14 calendar days after written warning. Wemply may immediately suspend the Service or terminate the Agreement if the Customer’s conduct threatens the System, data or another person’s rights.

Customer Data upon termination

The Customer’s right to use the System ends when the Agreement terminates. Wemply may provide temporary, limited access for data export or final settlement.

The Customer may request an export of Customer Data in a machine-readable or other format reasonably made available by Wemply within 30 calendar days after termination. Obligations to return Personal Data under mandatory law or the DPA are not conditional on the Customer satisfying its payment obligations.

After the export period, Wemply may delete or anonymise Customer Data from the active environment, except where retention is required by law, a dispute, ordinary backup rotation or Wemply’s legitimate interests. Customer Data in backups is deleted through the ordinary rotation cycle and is not actively used after termination except for restoration, security, legal compliance or dispute resolution. The DPA always governs Personal Data.

Notices, governing law and miscellaneous terms

Notices with legal effect must be sent in a form capable of being reproduced in writing to the contacts specified in the Agreement or System. Wemply may publish general maintenance and Service notices in the System or on its website. Customer support: support@wemply.com; general and contractual enquiries: info@wemply.com.

Each Party must notify the other within 7 calendar days of changes to contact details, the commencement of insolvency or liquidation proceedings, or another circumstance that may materially affect performance of the Agreement.

If a provision is void or unenforceable, the remaining provisions continue in force. Delay in exercising a right does not waive that right. Neither Party may assign the Agreement without the other Party’s prior consent, not to be unreasonably withheld; Wemply may assign it to a group company or as part of a corporate reorganisation or transfer of the business relating to the Service if the assignee assumes the obligations.

The Agreement, Customer-Specific Terms, schedules and DPA form the entire agreement between the Parties concerning the Service. Termination does not affect accrued rights and obligations, and provisions concerning fees, intellectual property, confidentiality, liability, data handling and disputes survive to the extent their nature requires.

The Agreement is governed by the laws of the Republic of Estonia. The Parties will first attempt to resolve disputes through negotiation; failing agreement, Harju County Court has jurisdiction as the court of first instance unless mandatory jurisdiction rules require otherwise.

If there is any discrepancy between the Estonian and English versions of these Terms, the Estonian version prevails unless the signed Customer-Specific Terms or master agreement state otherwise.