Appogee HR and Leave Terms of Service (Former V2.0)

Appogee HR and Leave Terms of Service v2.0 (Replaced by V3.0 Oct 2017)

  1. BASIS OF CONTRACT

If You electronically accept, or execute and deliver, these Terms of Service or otherwise use the online Appogee HR and/or Appogee Leave services and Software as described on our Websites (collectively the “Services”) You agree to be bound by these Terms of Service which shall form the contract between Customer and Appogee HR in relation to the provision of the Services, to the exclusion of any other terms and conditions “Contract”.  If You are entering into this agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms of Service, in which case the terms “You” and “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms of Service, You must not accept this agreement and may not use the Services. Where the context so requires Customer includes Your Authorised Users. No oral warranties or representations shall bind Appogee HR.

  1. YOUR SUBSCRIPTION

    1. In consideration of payment of the Subscription Fees, We will provide Customer with User Logins or the facility via an Admin Console to create User Logins for the number of Authorised Users for whom you have purchased a Subscription to access the Services during the Subscription Period.
    2. Customer shall be responsible for the accuracy of completing the online registration form or purchase order form and for giving Appogee HR any information necessary to enable Appogee HR to perform Our obligations under the Contract.
    3. The Contract between Appogee HR and Customer shall come into effect when We accept Customer’s Subscription.  No Subscription shall be deemed accepted by Appogee HR until confirmed by email by Appogee HR.
    4. We shall have the right to refuse to accept any Subscription placed by Customer online through our Websites or online Marketplace or purchase order form.
  2. YOUR USE OF THE SERVICES

    1. Customer will not:
      1. share User Login details with any third party, share User Login access with multiple Authorised Users or provide access to the Services for the benefit of third parties;
      2. alter any part of the Services, remove any notice of proprietary rights from the Services or reverse engineer the Services;
      3. contest our Intellectual Property Rights in the Services.
    2. Customer will not use the Services:
      1. to post or transmit any material that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may be detrimental to Our reputation or to the reputation of any third party, cause annoyance or inconvenience;
      2. to post or transmit unsolicited, unauthorised, promotional material, ‘junk mail’, ‘spam’, ‘chain letters’,
      3. to post or transmit any material for which Customer has not obtained all necessary consents, licences and/or approvals or which would infringe the trademarks, copyright or  Intellectual Property Rights of third parties;
      4. in any way which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party in the UK or in any other country in the world;
      5. in breach of the Google Acceptable Use Policy to the extent required by Google; and/or
      6. in anyway which is technically harmful (including without limitation, using the Services to transmit or post computer viruses, logic bombs, trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
    3. Customer is solely responsible for the security any User Login and Admin Console access and You shall immediately notify Appogee HR if you are aware of any breach of security including breach of username and password or related Google Account associated with User Logins.
    4. Customer is responsible for configuring their own information technology, device platforms and security software (including anti-virus software) in order to access or use the Services.
    5. We may at any time move, modify and/or remove any Content,  or take legal action as a result of breaches or suspected breaches of this clause, any applicable laws or regulations and/or where Our rights are threatened or infringed.
    6. Appogee HR is not intended to create obligations under HIPAA, and we make no representations that Appogee HR satisfies HIPAA requirements, and customers should not use Appogee HR to store protected health information without obtaining the necessary authorisations.
    7. We may at Our sole discretion, suspend or cancel your Subscription or access to the Services either for all Authorised Users or for individual Authorised Users if Customer breaches any of these Terms of Service.
  3. APPOGEE HR AND APPOGEE LEAVE FEATURES

    1. Software provided with the Services includes the Appogee Leave mobile client. The use of this Software requires the then current or previous versions of Android.
    2. API Access: To integrate the Services with an existing authentication service (eg Google for Work or Microsoft Office 365 or Azure Active Directory) the Customer and/or Authorised Users must grant access to the appropriate APIs (eg Google Calendar API, User API, Email Settings API, Profiles API,  Directory API and Charts API).
    3. Customer Data stored in Appogee HR or Appogee HR Leave also includes data provided or uploaded by Customer including HR records (e.g. employee details, record attachments, time off, sickness, vacation etc.) together with associated activity or approval records.
  4. TRIAL PERIOD AND FREE LICENCES

    1. If You register for a free trial and We accept Your registration, We will make one or more Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering to use the applicable Service or (b) the start date of any Services to which You subscribe; the “Trial Period”.
    2. There may be limitations to the functionality of the Services or numbers of User Logins permitted during a Trial Period or Free Licence Period.
    3. Any entitlement to Free Licences obtained during a “Trial Period” as part of a promotion or incentive scheme will continue for a period of 12 months from date of grant unless otherwise specified; the “Free Licence Period”. In the event we grant you Free Licenses and you do not make use of the Services for any 60 day period we reserve the right to terminate both the Free Licence Period and Your entitlement to Free Licenses.
    4. All provisions of these Terms of Service except the requirement to pay a Subscription Fee and the benefits of the Service Level Agreement will apply during your Trial Period or Free Licence Period, and additional trial terms and conditions may appear on the trial registration web page.  Any such additional terms and conditions are incorporated into these Terms of Service by reference.
    5. There shall be no obligation for Appogee HR to retain or archive any Customer Data saved during your Trial Period unless Customer purchases a paid Subscription to the same Services as those covered by the trial before the end of the Trial Period.
  5. SERVICE LEVELS AND SUPPORT

    1. Appogee HR will use Our reasonable endeavours to ensure that the Services are available in accordance with our Service Level Agreement.
    2. Access to the Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair, failures in the underlying Google Services or for reasons beyond Our control.
    3. Customer or Reseller will, at its own expense, respond to questions and complaints from Authorised Users or third parties relating to Customer’s or Authorised Users use of the Services. Customer or Reseller will use its reasonable endeavours to resolve support issues before escalating them to Appogee HR.
    4. Appogee HR will respond to support requests from Customer Administrators by email or through our support portal as described in the Appogee HR Support webpage.
  6. MODIFICATION OF SERVICES AND URL TERMS

    1. Modifications to the Services. Appogee HR make commercially reasonable changes, enhancements or modifications to part or all of the Services from time to time. This may include discontinuing a Service or any aspect or feature thereof. If Appogee HR makes a material change to the Services, Appogee HR will inform Customer via the Appogee HR Blog or such method as Appogee HR may elect provided that Customer has subscribed with Appogee HR to be informed about such changes.
    2. Modifications to URL Terms. Appogee HR may make commercially reasonable changes to these Terms of Service from time to time. The URL Terms are the currently applicable terms of service. If Appogee HR makes a material change to any of the URL Terms, Appogee HR will inform Customer by sending an email to the Administrator email Address or alerting Customer via the Admin Console. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer must so notify Appogee HR via Appogee HR Support within thirty days after receiving notice of the change. If Customer notifies Appogee HR as required, or Reseller notifies Appogee HR on Customer’s behalf, then Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current Subscription Period for the affected Services. If the affected Services are renewed in accordance with this Contract, they will be renewed under Appogee HR’s then current URL Terms.
  7. FEES, PAYMENT AND TERM

    1. In consideration of provision of the Services, Customer will pay the Subscription Fees for the Subscription Period to Appogee HR or Reseller.
    2. The Subscription Fees are exclusive of VAT or local taxes which shall be paid by Customer in addition.
    3. If Customer does not pay any Subscription Fee when due Appogee HR reserves the right (without prejudice to any other remedies Appogee HR may have) to suspend and/or terminate Customer’s access to the Services.
    4. Customer will pay all Subscription Fees due to Us under this Contract without any set-off, deduction, counterclaim and/or other withholding of monies.
    5. Payment of Subscription Fees shall not be deemed to be made until We have received cleared funds in respect of the full amount outstanding.
  8. TERMINATION

    1. This Contract will terminate on:
      1. expiry of the paid Subscription Period if not renewed; or
      2. on termination of the Free Licence Period unless a paid Subscription is purchased or a new entitlement to Free Licences is obtained under any incentive program offered by Appogee HR at renewal time; or
      3. on expiry of any Trial Period.
    2. This Contract will terminate if Customer is in material breach of any of its conditions and if the breach is not remedied within a period of 7 days after We have given You written notice of it.
    3. In the event Customer terminates the Subscription before the end of the Subscription Period or in the event that the number of Authorised Users for which Customer has paid the Subscription Fee falls below the threshold of the particular Subscription Fee rate band Appogee HR will not provide any refund of the Subscription Fee.
    4. On termination of this Contract:
      1. Customer will cease accessing the Services and take reasonable steps to delete the Software and any Content from Customer electronic Media, including Customer intranet and electronic storage devices.
      2. Customer shall export or take copies of any Customer Data required before the date of termination. In the event that Customer wishes for Customer Data to be deleted immediately after termination, they may raise a case with Appogee HR Support to request data to be deleted. Appogee HR will action this request within 5 working days subject to validation of the request authorisation.
      3. Appogee HR will otherwise retain Customer Data for 60 days after termination after which all Customer Data may be deleted by Appogee HR.
  9. CONFIDENTIALITY

    1. Customer acknowledges that all of the Content contained within the Services is Our Confidential Information which Customer will hold in confidence.  This obligation shall remain in full force and effect after termination of the Contract for any reason.
  10. INTELLECTUAL PROPERTY RIGHTS AND CUSTOMER DATA

    1. All Intellectual Property Rights in the Content, Software and the Services belongs to Appogee HR.  We grant a non-exclusive licence during the Subscription Period to Customer and Authorised Users to use the Content for internal business purposes only and the Software for the purpose of accessing the Services only. Customer is prohibited and shall procure that Authorised Users are prohibited from copying, amending, and/or modifying any part or all of the Content and/or Software without Our express written consent.
    2. All Intellectual Property Rights in the Customer Data belongs to Customer. Customer will ensure that Customer Data complies with applicable laws and regulations. Customer retains ownership and possession of the Customer Data at all times, and retains control of the Customer Data at all times except to the extent that Customer specifically authorizes Appogee HR to exercise certain controls or modifications, as selected by Customer within the Services, over the Customer Data.
    3. Appogee HR may use anonymized statistical and summary information derived from such Customer Data and aggregate it with statistical information from other customers (“Non-Identifiable Summary Data”) for Appogee HR’s business purposes, including without limitation for analyzing customer needs and improving its services, and Appogee HR shall own all right, title and interest in any such Non-Identifiable Summary Data.
  11. DATA PROCESSING AND PRIVACY

    1. Customer warrants to Appogee HR that Customer has complied with all provisions of the EU Directive and the DPA Act relevant to the passing of any Personal Data to Appogee HR, including without limitation, that Customer have obtained all necessary consents from relevant individuals whose Personal Data Customer may disclose to Appogee HR from time to time.
    2. In these Terms of Service the terms “personal data”, “processing”, “controller” and “processor” shall have the meanings ascribed to them in the EU Directive. The parties agree and acknowledge that the DPA Act and EU Directive apply to the processing of Personal Data.
    3. Processor. For the purposes of this Contract and in respect of Customer Personal Data, the parties agree that Customer shall be the controller and Appogee HR shall be a processor. Within the scope of this Contract, Customer shall comply with its obligations as a controller and Appogee HR shall comply with its obligations as a processor under the DPA Act and EU Directive.
    4. Scope of Processing. Appogee HR will process Customer Personal Data for the purposes of maintaining, improving and providing the Services and in accordance with applicable law. Appogee HR will process Customer Personal Data in accordance with Customer’s written instructions provided that such Instructions are consistent with the Services capabilities and the Appogee HR Privacy Policy. If Appogee HR is unable to comply with Customer’s instructions because such instructions conflict with the Contract, Appogee HR will notify Customer as soon as reasonably practicable. Following receipt of such notice, Customer may terminate the Contract for convenience on providing written notice to Appogee HR.
    5. Appogee HR will provide the Services and Customer will access our Websites and Services in accordance with the Appogee HR Privacy Policy.
  12. PUBLICITY

    1. Appogee HR may use Customer’s name and/or logo (the “Marks”) on its website, customer or vendor list (as applicable) or other marketing materials to refer to the relationship between the parties pursuant to this Contract. All such use shall be in accordance with Customer’s usage policies and guidelines if provided in writing to Appogee HR. If Customer objects to any such use or wishes to revoke its permission to use its Marks hereunder, Appogee HR shall cease any such use promptly after receiving notification. Neither party’s use of the other party’s Marks implies or confers any endorsement by either party.
  13. LIMITATION OF LIABILITY

    1. Customer agrees that Our sole liability to Customer for a breach of this Contract is limited to damages of an equal amount to the Subscription Fee.
    2. We shall have no liability to Customer in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any loss of profits; loss of data; loss of business; loss of anticipated savings, special damages; economic and/or other similar losses; loss of contracts and/or opportunity; damage to goodwill and/or reputation; in each case whether direct, indirect or consequential (howsoever caused) which arise out of or in connection with the Contract.
  14. FORCE MAJEURE

    1. We reserve the right to cancel or suspend Customer’s Subscription or to cancel this Contract (without liability to Customer) if we are prevented from or delayed in carrying on Our business due to circumstances beyond Our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or internet failure, power failure, or failure, disruptions or changes in Google Enterprise Services or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
  15. GENERAL

    1. Severability. If any of the provisions of these Terms of Service is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced.
    2. Waiver. No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
    3. Rights of Third Parties. The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
    4. Assignment. Customer shall not assign Their rights and/or obligations under this Contract without Our prior written consent. We shall be permitted to subcontract part or all of the Training Course and/or assign Our rights and/or obligations under this Contract.
    5. Notices. Any notice given under this Contract by either party to the other must be in writing and may be delivered by raising a case with Appogee HR Support, personally or by first-class post, and in the case of post will be deemed to have been given two working days after the date of posting. Notices will be delivered or sent to the postal or email addresses of the parties on the order, online registration or to any other address notified in writing by either party to the other for the purpose of receiving notices after the date of this Contract.
    6. Governing Law and Jurisdiction. This Contract is governed by and construed according to English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
  16. DEFINITIONS

In these Terms of Service, unless the context otherwise requires:-

“Appogee HR, We/Us/Ours” means Appogee HR Limited , a company incorporated in England and Wales (Company Number 9638167) having its registered office at Lily Hill House, Lily Hill Road,, Bracknell, Berkshire RG12 2SJ;
“Customer,You/Your/ Yours” means the person or company entering into this Contract with Appogee HR by accepting these Terms of Service or using the Services.
“Authorised Users” means any individuals the Customer permits to use the Services;
“Customer Administrators” means Authorised Users who are also designated “Administrators” for the client domain(s) in the customer’s Google Apps Administrative Console or in the administration sections of our Services.
“Reseller” means an authorised Appogee HR reseller partner who Customer is paying to provide access to and use of the Services;
“Contract” means these Terms of Service and the online subscription or purchase order form;
“Intellectual Property Rights” means any copyright, database right, know how, confidential information or other industrial or intellectual property right subsisting anywhere in the world and in any application for any of the above;
“Content” means all content accessible in the Services;
“Software” means any software or applications supplied by Appogee HR which are installed by Customer to provide access to the Services;
“Subscription” means subscription to the Services by the online subscription, registration or purchase order form placed on Appogee HR by Customer or a Reseller on behalf of Customer;
“Subscription Fee” means the  subscription fee as set out on the Website or Our quotation or pricelist based on the specific services, the number of User Logins required and the user fee band and the Subscription Period;
“Subscription Period” means the period in respect of which a Subscription Fee is payable;
“Free Licence” means an entitlement to User Logins granted under and incentive scheme offered by Appogee HR, these are either incremental to paid Subscription or standalone;
“Free Licence Period” means the period of validity of Free Licences, normally one year from date of grant unless otherwise specified at grant time, after which the entitlement expires;
“User Login” means any Authorised User’s personal subscription login details configured to access the Services including either a username and password specific to the Services or authorisation for authentication with a Google Apps account login;
“Admin Console” means the online administration console provided by Appogee HR with the Services to configure functionality, reporting, User Logins and other administration functions;
“Google Enterprise Services” means Google’s hosted or managed services including Google App Engine, Google Cloud SQL,  Google Compute Engine, Google Big Query, Google Apps and Google Maps as described at http://www.google.com/enterprise
“Google Acceptable Use Policy” means the Google Cloud Platform acceptable use policy listed at “https://developers.google.com/cloud/terms/aup
“EU Directive” means Directive 95/46/EC of the European Parliament and of the Council on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of Such Data;
“DPA Act” means the UK Data Protection Act 1998;
“Customer Personal Data”
  • means the personal data processed by or on behalf of Appogee HR pursuant to this Contract; ‘ personal data’ has the meaning stated in the EU Directive.
“Customer Data”
  • means data provided, generated, transmitted or displayed via the Services by Customer, or Reseller on behalf of Customer, or End Users as more specifically identified in clause 4 above.
“Service Level Agreement” means the service level agreement described on the Appogee HR website at https://www.appogeehr.com/terms/sla.html
“Appogee Support” means the support service for Customer Administrators as described at https://www.appogeehr.com/support.html
“Appogee Blog” means the blog located at https://www.appogeehr.com/company/appogee-blog.html
“URL Terms” means these Terms of Service as maintained at https://www.appogeehr.com/terms/terms-of-service.html
“Appogee Privacy Policy” means the policy found at https://www.appogeehr.com/company/privacy.html
“Marketplace” means the Google Apps Marketplace which allows the provisioning of and registration for the Appogee HR services;
“Websites” means the Appogee HR websites at www.appogeehr.com and www.appogee.co.uk which described the Appogee HR services and provide links to provision and register for the Appogee HR services;