Terms of Service

1. Provider details

The Provider is a company incorporated in the United Kingdom. These Terms govern the English-language provision of the Service. Nothing in these Terms affects any mandatory rights or protections that cannot be excluded or limited under the law applicable to the Customer.

2. Definitions

"Customer" means the business (a company, or other organisation or person acting for purposes relating to its trade, business or profession) that subscribes to the Service and in whose name the workspace is created.

"Workspace" means the separate, dedicated organisational environment created for the Customer within Ferio, in which the Customer manages its own users, teams, leave types and settings.

"User" means an individual (typically an employee, manager or administrator of the Customer) who is granted access to the Customer's workspace.

"Administrator" means a User acting on the Customer's behalf with elevated privileges, who configures the workspace and manages Users.

"Trial Period" means the free, fixed-term period made available for evaluating the Service, the duration of which is set out in these Terms and on the website.

"Subscription Plan" means a service tier offered by the Provider for a fee (for example, based on the number of user seats).

"Fees" means the charges payable for the selected Subscription Plan, as published on the website or in an individual quote.

"Customer Content" / "Customer Data" means all data, information and content that the Customer or its Users upload to, or process through, the Service.

3. Subject matter and application of these Terms

3.1 These Terms set out the contract between the Provider and the Customer for use of the Ferio Service. They are the Provider's standard terms of business and apply to the exclusion of any other terms the Customer seeks to impose or incorporate.

3.2 These Terms become binding when the Customer accepts them. Acceptance takes place electronically during registration or subscription (by ticking a checkbox or by equivalent affirmative action). No contract arises until acceptance has taken place.

3.3 The Provider makes these Terms available so that the Customer can review, download, store and print them before entering into the contract. The current version of these Terms is available at all times on the Provider's website in a downloadable form.

3.4 The language of the contract is English. The contract is concluded electronically. The Provider does not file the individual contract as a separate document; the terms of the contract are evidenced by the electronic records generated by the system.

4. Formation of the contract; registration

4.1 Use of the Service requires the Customer to register and create a workspace. The Customer is responsible for the accuracy and completeness of the information provided during registration.

4.2 By registering, the Customer confirms that it is using the Service as a business, for business purposes, and that the individual registering is authorised to act on the Customer's behalf.

4.3 The Customer's registration or order constitutes an offer to contract on these Terms. The contract is formed when the Provider confirms acceptance electronically (for example, by confirmation email or by provisioning the workspace). The Provider aims to confirm without undue delay.

4.4 Input errors can be corrected on the system interface before an order is submitted electronically. The Provider will provide reasonable assistance in correcting obvious input errors where asked to do so.

5. Trial Period

5.1 The Provider offers a free evaluation of the Service during a fixed-term Trial Period which, unless otherwise stated, runs for 7 (seven) calendar days from the creation of the workspace.

5.2 During the Trial Period the workspace may be populated with sample (demo) data, which can be freely modified. When a subscription is activated, the sample data is permanently deleted and the real setup process begins. The Provider notifies the Customer of this within the Service before it occurs.

5.3 When the Trial Period ends, access to the workspace is restricted until the Customer activates a valid subscription. Except for the limited retention described in clause 12, the Provider gives no undertaking to retain data created during the Trial Period.

5.4 The Provider may refuse or restrict access to a Trial Period in certain cases (for example, repeat registrations or suspected abuse) without being required to give reasons.

6. The Service and how it is provided

6.1 Ferio is a cloud-based (SaaS) software service that supports the management of employee leave and absence, including in particular: submitting and approving leave requests; recording balances and entitlements; viewing the team calendar and absences; handling country-specific rules (such as public holidays and entitlement allowances); and producing related reports.

6.2 The Provider grants the Customer a non-exclusive, non-transferable right to access and use the Service for the duration of the contract, without territorial restriction. Use of the Service does not transfer to the Customer any ownership or other proprietary right in the software.

6.3 The Customer may invite and manage Users up to the number of user seats made available to it. The Customer is responsible for the acts and omissions of its Users as if they were its own.

6.4 The Provider may develop, modify and change the features, appearance and technical implementation of the Service, provided that the core functionality of the Service is not materially reduced during a subscription period.

6.5 Suitable internet access and an up-to-date web browser are required to use the Service; providing these is the Customer's responsibility and at the Customer's cost.

7. Fees, invoicing and payment

7.1 The Service is provided for a fee. The applicable Fees, the contents of the Subscription Plans and the seat-based pricing are published on the Provider's website or, for individual (for example, enterprise) offers, in the relevant quote.

7.2 Unless otherwise agreed, the subscription is billed in recurring 30 (thirty) day billing cycles. The billing cycle is not aligned to the calendar month; it runs from the date the subscription is activated.

7.3 Fees are paid through the Provider's payment processor by card, as a recurring (automatic) payment. By providing payment details, the Customer authorises the recurring charging of the Fees.

7.4 Changes to the number of seats (increase or decrease) take effect from the next billing cycle or, in the case of an increase, may also take effect within the current cycle on a pro-rata basis, in accordance with the rules published within the Service.

7.5 The Provider issues an electronic invoice for each payment and makes it available to the Customer. The Customer expressly agrees to electronic invoicing.

7.6 Fees are stated exclusive or inclusive of value added tax (VAT) as indicated on the website. The applicable tax rate and its treatment are determined by the relevant tax legislation and by the payment/invoicing process.

7.7 In the event of late payment, the Provider is entitled to statutory interest and reasonable recovery costs on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998, and may restrict or suspend access to the Service in accordance with clause 10.

8. Customer obligations; acceptable use

The Customer agrees that it will:

• use the Service only in accordance with the law and these Terms, and for its intended purpose;
• keep access credentials (password, sign-in link) confidential and ensure that unauthorised persons cannot access them;
• not attempt to hack, reverse-engineer, or discover the source code of the Service, or otherwise disrupt the operation of the system;
• not upload content that is unlawful, infringes the rights of any third party, or contains malicious code;
• provide its Users with the information they need to use the Service, and remain responsible for their conduct;
• take responsibility for the lawfulness, accuracy and currency of the data entered into the Service.

8.1 If this clause is breached, the Provider may restrict or suspend the Service, or terminate the contract with immediate effect.

9. Intellectual property

9.1 The Ferio Service, including its software, source code, interface, design elements, name and all related intellectual works, is the exclusive property of the Provider (or its licensors) and is protected by copyright and other intellectual property rights.

9.2 Under these Terms the Customer obtains a right of use only. No element of the Service may be copied, distributed, modified or exploited without the Provider's prior written consent.

9.3 Customer Data and Customer Content uploaded to the Service remain the property of the Customer. The Customer grants the Provider a limited licence to process such data to the extent necessary to provide the Service.

10. Availability, maintenance and suspension

10.1 The Provider aims to keep the Service highly available on a continuous basis but, given the nature of technology services, does not guarantee uninterrupted or 100% availability.

10.2 The Provider may carry out planned maintenance, of which it will give advance notice where reasonably practicable. A temporary interruption for maintenance does not constitute defective performance.

10.3 The Provider may restrict or suspend access to the Service if the Customer is in payment default, breaches these Terms, or where suspension is necessary for the security or integrity of the system.

10.4 The Provider is not liable for outages caused by events beyond its reasonable control (force majeure — for example, a failure in the supplier chain, a cyber-attack, or an act of a public authority).

11. Limitation of liability

11.1 The Service is provided "as is". The Provider does not warrant that the Service will meet every individual requirement of every Customer, or that it will operate without fault or interruption in all circumstances.

11.2 Nothing in these Terms excludes or limits the Provider's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

11.3 Subject to clause 11.2, the Provider is not liable for loss of profit, loss of business, loss of anticipated savings, or for any indirect or consequential loss, or for any loss arising from loss of data.

11.4 Subject to clause 11.2, the Provider's total aggregate liability arising out of or in connection with the contract (whether in contract, tort including negligence, or otherwise) is limited to the total Fees actually paid by the Customer to the Provider in the 12 (twelve) months preceding the event giving rise to the liability.

11.5 The Customer is liable for, and will indemnify the Provider against, any loss or third-party claim arising from the Customer's unlawful use of the Service or its use of the Service in breach of these Terms.

12. Data protection and security

12.1 The Provider processes personal data in providing the Service. In respect of Users' personal data — where the Customer determines the purposes and means of processing — the Customer is the controller and the Provider acts as processor, in accordance with Article 28 of the UK GDPR and the EU General Data Protection Regulation (EU) 2016/679, as applicable.

12.2 The detailed terms of processing are set out in a separate Data Processing Agreement (DPA) and in the Provider's Privacy Notice, which form an integral part of these Terms.

12.3 The Provider implements appropriate technical and organisational measures to protect the data. Where data is transferred outside the UK or the European Economic Area, the Provider ensures that appropriate safeguards are in place (for example, by using the applicable Standard Contractual Clauses or the UK International Data Transfer Agreement / Addendum).

12.4 On termination of the contract for any reason, the Provider will retain the Customer's data for a reasonable period, allowing it to be exported, and will then delete it unless required by law to retain it.

13. Changes to these Terms

13.1 The Provider may amend these Terms, in particular in the event of a change in law, development of the Service, or a change in commercial conditions.

13.2 The Provider will notify the Customer of any amendment a reasonable time before it takes effect, by electronic means (for example, by email or within the Service). The amended Terms take effect on the date notified.

13.3 If the Customer does not accept an amendment, it may terminate the contract before the amendment takes effect. Continued use of the Service after the amendment takes effect constitutes acceptance of the amendment.

14. Term and termination

14.1 The contract is entered into for an indefinite term and continues in line with the billing cycles until terminated by either party in accordance with this clause.

14.2 The Customer may cancel the subscription through the Service interface, with effect from the end of the current billing cycle. Fees already paid are not refunded, except where required by law or expressly agreed otherwise.

14.3 The Provider may terminate the contract on reasonable notice. In the event of a material breach (for example, payment default or unlawful use), the Provider may terminate the contract with immediate effect.

14.4 On termination, the Customer's access to the Service ends. The export and retention of data are governed by clause 12.4.

15. Governing law and disputes

15.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England and Wales. This does not affect any mandatory statutory provisions that may apply to the Customer.

15.2 The parties will first seek to resolve any dispute between them by negotiation. Failing that, the courts of England and Wales have exclusive jurisdiction to settle any dispute.

15.3 As the Service is provided exclusively to businesses, provisions relating to consumer dispute-resolution bodies do not apply.

16. Miscellaneous

16.1 If any provision of these Terms is or becomes invalid or unenforceable, the remaining provisions continue in full force and effect; the invalid provision is replaced by a valid provision that most closely reflects the parties' intention.

16.2 The Customer may not assign or transfer its rights or obligations under the contract without the Provider's prior written consent. The Provider may transfer the contract as part of a corporate reorganisation, merger or succession.

16.3 No delay or failure by the Provider to exercise any right under these Terms operates as a waiver of that right.

16.4 These Terms constitute the entire agreement between the parties in relation to their subject matter. A person who is not a party to the contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

16.5 Any matter not addressed in these Terms is governed by the applicable provisions of the law of England and Wales.

16.6 The Privacy Notice and, where applicable, the Data Processing Agreement (DPA) form annexes to these Terms.