These Terms of Use (the "Terms") govern the use of the TimeClock 365 services by the customer that registers for, orders or uses them ("you" or "Customer"). The services are provided by TimeClock 365 Ltd., company no. 516135183, of 15 HaHaresh St., Hod HaSharon (the "Company", "we" or "us"), together with its affiliates, subsidiaries and authorized distributors and resellers ("Distributors"). The Company entity that contracts with you may be determined by the Company based on your location, the sales channel through which you purchased the Services, and its reasonable judgment.
By accessing our websites, registering, placing an Order, or installing or using the App, you agree to these Terms, to our Privacy Policy (https://timeclock365.com/privacy-policy/) and, where we process personal data on your behalf, to our Data Processing Agreement (https://timeclock365.com/data-processing-agreement/). If you accept these Terms on behalf of an organization, you represent that you are authorized to bind it. The Services are intended for business use only.
1. Definitions
- "Services" means the TimeClock 365 workforce management platform, including the cloud platform, the web portal (the "Portal"), the mobile application (the "App"), the clock devices and access control hardware supplied by or through the Company (the "Equipment"), related software, documentation and support.
- "Order" means an online registration, subscription, order form, quote or invoice through which you purchase the Services, including through a Distributor.
- "Users" means your employees, contractors and other individuals whom you authorize to use the Services.
- "Content" means any data, information, files and materials that you or your Users enter into, upload to or generate through the Services, including Personal Data.
- "Personal Data" has the meaning given to it in applicable data protection law.
2. The Services
2.1 Subject to these Terms and to payment of the applicable fees, the Company grants you a non-exclusive, non-transferable, non-sublicensable right, during the subscription term, to access and use the Services, and to permit your Users to do so, solely for your internal business purposes and within the scope of your Order.
2.2 The Company may update, improve and modify the Services from time to time, provided that such changes do not materially reduce the core functionality of the Services you have purchased during your current subscription term.
2.3 Features that depend on third-party systems, devices, networks, integrations or location services may vary in availability and accuracy. The Company does not guarantee the accuracy of location data.
3. Accounts and Support
3.1 You are responsible for providing accurate registration information, for all activity under your account, for managing your Users and their permissions, and for keeping passwords and credentials confidential. You must notify the Company promptly of any unauthorized use of your account or any other security or data protection breach of which you become aware.
3.2 Support is provided through support tickets opened in the Services or through the Company’s website. The Company aims to provide an initial response to support tickets within four (4) business hours. Response times are targets and not guaranteed service levels, unless otherwise agreed in an Order.
4. Restrictions
You shall not, and shall not permit any person to: (a) copy, modify, translate or create derivative works of the Services; (b) reverse engineer, decompile or disassemble the Services or the software embedded in the Equipment, except to the extent permitted by mandatory law; (c) sell, resell, rent, lease, sublicense or otherwise make the Services available to any third party, other than your Users; (d) access the Services in order to build a competing product or service; (e) circumvent or interfere with any security, access or usage limitation of the Services; (f) introduce any virus, malware or other harmful code; or (g) use the Services in breach of any applicable law or of any third party’s rights.
5. Acceptable Use
You shall use the Services only for lawful workforce management purposes. You shall not use the Services to transmit unlawful, infringing, defamatory or harmful content, to send unsolicited communications, or to monitor individuals in a manner that is not permitted by applicable law. The Company may suspend access in accordance with Section 17 if it reasonably believes that the Services are being used in breach of this Section.
6. Your Content and Responsibilities
6.1 You retain all rights in your Content. You grant the Company a non-exclusive right to host, process and use your Content solely to provide, maintain, secure and support the Services and as otherwise set out in the Data Processing Agreement.
6.2 You are solely responsible for your Content and for the lawfulness of its collection and use, including providing any notice and obtaining any consent or other legal basis required by law from your Users and other individuals, in particular with respect to biometric data, location data and health or medical data.
6.3 The Services are not a data retention, archiving or backup service. You are responsible for exporting and retaining your Content, including attendance, working hours and payroll records, for any period required by law.
7. Equipment
7.1 Equipment is provided "AS IS". The Company will use reasonable efforts to pass on to you the benefit of any warranty provided by the Equipment manufacturer, to the extent permitted. Software embedded in the Equipment is provided without any commitment as to availability or performance.
7.2 You are responsible for the installation environment, network connectivity, power supply and physical security of the Equipment at your premises, and for securing and deleting any data stored on it.
8. Third-Party Services and App Stores
8.1 The Services may interoperate with third-party products and services, such as payroll, HR and accounting systems, selected by you. Your use of such third-party services is governed by their own terms, and the Company is not responsible for them.
8.2 The App is made available through Google Play and the Apple App Store, and your use of the App is also subject to the terms of the applicable app store. With respect to an App downloaded from the Apple App Store, Apple Inc. is not a party to these Terms, has no obligation to provide maintenance or support for the App, and is not responsible for any claim relating to the App; Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.
9. Fees and Payment
9.1 You shall pay the fees set out in your Order. Fees are payable in advance, exclusive of taxes, which will be added to the invoice where applicable. Payments may be processed by third-party payment providers.
9.2 Subscriptions renew automatically for successive periods equal to the initial term, at the Company’s then-current rates, unless you cancel by notice given through the Support tab of the Services at least sixty (60) days before the end of the then-current term.
9.3 The Company may change its prices by giving you at least thirty (30) days’ advance notice. Price changes take effect at the start of your next renewal term. If you do not agree to a price change, you may terminate your subscription before it takes effect.
9.4 Late payments bear interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower. If any amount remains unpaid thirty (30) days or more after its due date, the Company may suspend or terminate your account in accordance with Section 17.
9.5 Except as set out in this Section 9.5, all fees are non-refundable. For yearly plans, the Company may, at its discretion, grant a partial refund upon a request made within thirty (30) days of the start of the yearly term, less two (2) months of usage calculated at the standard monthly rate.
10. Intellectual Property and Feedback
10.1 The Services, including all software, designs, documentation, trademarks and all related intellectual property rights, are and shall remain the exclusive property of the Company and its licensors. No rights are granted to you other than those expressly set out in these Terms.
10.2 If you provide the Company with suggestions or feedback regarding the Services, the Company may use them freely and without any obligation to you.
11. Users
11.1 You are responsible for your Users’ compliance with these Terms. Each User must accept the Terms of Use of the App and the Privacy Policy before using the App.
11.2 Users who are your employees use the Services on your behalf. Any question or request by a User regarding their personal data should be directed to you, as the controller of that data.
12. Data Protection and Security
12.1 With respect to Personal Data processed by the Company on your behalf in the course of providing the Services, you are the data controller and the Company is the data processor. Such processing is governed by the Company’s Data Processing Agreement, available at https://timeclock365.com/data-processing-agreement/, which forms an integral part of these Terms. In the event of any conflict between these Terms and the Data Processing Agreement regarding the processing of Personal Data, the Data Processing Agreement shall prevail.
12.2 The Data Processing Agreement sets out, among other things, the data hosting location, the Company’s sub-processors, its security measures, security incident notification, and the return and deletion of data.
12.3 Personal Data that the Company processes as a controller, such as billing and account contact information, is processed in accordance with the Company’s Privacy Policy.
12.4 The Company is ISO/IEC 27001 certified and implements appropriate technical and organizational security measures, as described in the Data Processing Agreement.
13. Copyright Complaints
If you believe that any content made available through the Services infringes your copyright, please send a notice to [email protected], including a description of the copyrighted work, the location of the allegedly infringing material, your contact details, and a statement that the information in your notice is accurate and that you are the owner of the copyright or are authorized to act on the owner’s behalf.
14. Disclaimer of Warranties
14.1 The Services are provided "AS IS" and "AS AVAILABLE". To the maximum extent permitted by law, the Company disclaims all warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, title and non-infringement.
14.2 The Company does not warrant that the Services will be uninterrupted, error-free, free of bugs or viruses, or secure from every breach, or that any data will not be lost. The Services are a technology tool; the Company does not warrant that your use of the Services will ensure compliance with employment, wage and hour, privacy or any other law, which remains your sole responsibility.
15. Limitation of Liability
15.1 To the maximum extent permitted by law, the Company shall not be liable for any indirect, special, incidental, punitive or consequential damages, or for any loss of business, revenue, profits, data, goodwill or investment, however caused, even if advised of the possibility of such damages.
15.2 The Company’s total aggregate liability arising out of or in connection with these Terms, the Data Processing Agreement and the Services shall be limited to the fees paid or payable by you for the Services during the twelve (12) months preceding the event giving rise to the claim. Amounts paid for the purchase of Equipment are excluded from this calculation.
15.3 Nothing in these Terms limits any liability that cannot be limited under applicable law.
16. Indemnification
You shall indemnify and hold harmless the Company, its affiliates, Distributors and suppliers, and their respective directors, officers and employees, from and against any claim, liability, damage, fine, cost and expense (including reasonable attorneys’ fees) arising from your use of the Services, your Content, your breach of these Terms, or your violation of any law or of any third party’s rights, including the rights of your Users.
17. Term, Suspension and Termination
17.1 These Terms take effect on the earliest of your first use of our websites, your registration or Order, or your installation or use of the App, and remain in effect for as long as you use the Services.
17.2 The Company may suspend or terminate your access to the Services if it reasonably believes that your use poses a security risk, is unlawful or breaches these Terms, or in the event of non-payment as set out in Section 9.4. The Company will use reasonable efforts to give you prior notice, unless immediate action is required.
17.3 Upon termination, your right to use the Services ends and any fees already paid are non-refundable, except as set out in Section 9. You may export your Content within ninety (90) days after termination, using the export tools available in the Services. Thereafter, the Company shall delete your Content and Personal Data in accordance with the Data Processing Agreement, except for data that it is required to retain by law.
17.4 Sections 6, 10, 12 to 16, 17.3 and 18 survive termination of these Terms.
18. General
18.1 Governing law and jurisdiction. These Terms, and any dispute arising out of or in connection with them or with the Services, are governed by the laws of the State of Israel, without regard to its conflict of laws rules, and the competent courts of Tel Aviv-Jaffa shall have exclusive jurisdiction.
18.2 Changes to these Terms. The Company may amend these Terms from time to time. Amendments take effect when posted on our websites, in the Services or in the App, or when you are otherwise notified, and the "Last updated" date above will be revised. Your continued use of the Services after an amendment takes effect constitutes your acceptance of it. Changes to fees are governed by Section 9.3.
18.3 Order of precedence. In the event of any conflict, the following order of precedence applies: (a) an Order signed by both parties, with respect to commercial terms; (b) the Data Processing Agreement, with respect to the processing of Personal Data; and (c) these Terms.
18.4 Notices. The Company may send notices to the contact details in your account or through the Services. Notices to the Company shall be sent to [email protected] or by mail to TimeClock 365 Ltd., 15 HaHaresh St., Hod HaSharon.
18.5 Miscellaneous. You may not assign these Terms without the Company’s prior written consent; the Company may assign them to an affiliate or in connection with a merger, acquisition or sale of assets. If any provision of these Terms is held invalid, the remaining provisions remain in full force. No failure or delay in exercising any right constitutes a waiver. Neither party is liable for any delay or failure caused by events beyond its reasonable control. These Terms, together with the Privacy Policy, the Data Processing Agreement and any Order, constitute the entire agreement between the parties regarding the Services.