Terms of Service

• "Service": The WerkIQ platform made available at {tenant}.werkiq.com, including the WerkIQ Go mobile application and related documentation.
• "Order Form": The ordering document or online order specifying subscription plan, term, fees and instance details.
• "Users": individuals authorised by the Client to use the Service (e.g. employees).
• "Client Data": All data entered into or processed by the Service on behalf of the Client, including personal data of the Client's employees.
• "DPA": The Data Processing Agreement between the Client and Times TX, incorporated into these Terms.

The contract is concluded upon execution of an Order Form or completion of online sign-up and acceptance by Times TX. These Terms, the Order Form, the DPA and the Acceptable Use Policy (AUP) together form the agreement. In case of conflict: Order Form, then DPA (for data protection matters), then these Terms, then the AUP.

Times TX provides the Service as a multi-tenant cloud application, hosted on AWS in region eu-central-1 (Frankfurt, Germany). Times TX will use commercially reasonable efforts to achieve high availability, excluding scheduled maintenance windows (announced in advance where feasible) and circumstances outside Times TX's reasonable control. Support is provided via team@werkiq.com.

The Client is responsible for administering its instance, managing User accounts and permissions, and keeping credentials confidential. The Client shall ensure that Users comply with these Terms and the AUP. Access is restricted to authorised Users; sharing of individual credentials is prohibited.

The Client shall:

• use the Service only in compliance with applicable law, these Terms and the AUP;
• ensure it has a lawful basis and has provided all required transparency information for personal data it processes in the Service (see DPA);
• maintain the accuracy of account and billing information;
• notify Times TX without undue delay of any suspected unauthorised access or security incident relating to its accounts.

The Client and its Users must not: attempt unauthorised access to the Service or other tenants' data; circumvent access controls or usage limits; conduct penetration tests without prior written consent; introduce malware; use the Service to store or distribute unlawful content; resell or provide the Service to third parties without written consent (except making it available to the Client's own Users); or use the Service to build a competing product. Further detail: Acceptable Use Policy in the tenant instance of WerkIQ web.

Fees, billing cycle and payment terms are set out in the Order Form. All fees are exclusive of VAT. In case of default in payment, Times TX may, after reasonable notice, suspend access until outstanding amounts are settled; statutory rights remain unaffected.

The processing of Client Personal Data is governed by the executed Data Processing Agreement, which forms an integral part of the contract. Times TX acts as processor with respect to Client Data; the Client acts as controller. Sub-processors are listed in Annex A of the DPA.

The Service, including all software, design and documentation, remains the exclusive property of Times TX or its licensors. The Client receives a non-exclusive, non-transferable right to use the Service for its internal business purposes for the duration of the subscription. The Service includes open-source components; the License Notice and the in-app attribution page apply. All rights to Client Data remain with the Client.

Each party shall keep confidential all non-public information of the other party obtained in connection with the contract and use it only for the performance of the contract. Statutory disclosure obligations remain unaffected.

For defects of the Service, the statutory warranty provisions for rental agreements (Mietrecht) apply, with the following proviso: strict liability for defects existing at the time of contract conclusion (§ 536a (1) BGB, first alternative) is excluded. The Client shall report defects without undue delay.

Times TX is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee assumed. For slight negligence, Times TX is liable only for breach of material contractual obligations (Kardinalpflichten), limited to the damage foreseeable at contract conclusion and typical for this type of contract. In all other respects, liability is excluded. Liability for loss of data is limited to the restoration effort that would have been necessary had the Client performed proper, regular backups, except where data backup is owed by Times TX under the contract.

The subscription term and notice periods are set out in the Order Form. The right to terminate for good cause (wichtiger Grund) remains unaffected. Upon termination:

• the Client may export Client Data before the end of the contract term; on written request, Times TX will return Client Data in accordance with the DPA;
• unless the Client requests otherwise in writing, Client Data is deleted 90 days after termination, in accordance with the DPA, subject to statutory retention duties.

Times TX may develop the Service further, provided contractually agreed core functionality is maintained. Changes to these Terms will be notified to the Client in text form with reasonable notice; they are deemed accepted if the Client does not object within the stated period (which shall be indicated in the notification together with the consequences of silence). Material changes to the Client's detriment require consent or grant a special termination right.

German law applies, excluding the CISG. Exclusive place of jurisdiction is Hamburg, Germany. Amendments must be in text form. Should individual provisions be invalid, the remainder remains in force.