Subscription Agreement
Workforce Optimizer Subscription Agreement
This Subscription Agreement (“Agreement”) governs the use of the products and services provided by Workforce Optimizer Pte. Ltd. (“Workforce Optimizer”) to the Customer under a subscription model. By using the Workforce Optimizer Product, the Customer agrees to comply with and be bound by the terms of this Agreement.
1. Definitions
For the purpose of this Agreement:
- Authorized User(s)/User(s): An employee or staff member designated by the Customer to use the Product.
- Customer: The individual or entity subscribing to the Workforce Optimizer Product.
- Product: Workforce Optimizer’s software solutions, including but not limited to Rostering, Time Tracking, Labour Optimization, Workforce Forecasting, Gig Economy, Staff Mobile App, Standard & Advanced Analytics, Integration Broker, and interface adapters to external systems.
- Subscription Basis: The model under which the Product is provided, offering a right to use the Product in exchange for a recurring fee, without transferring ownership.
- Subscription Fee: Fees payable by the Customer for the use of the Product.
- Subscription Period: The time during which the Customer is subscribed to the Product, starting from the Effective Date and continuing for the agreed term.
2. Effective Date and Term
The Effective Date of this Agreement is the date the Customer first subscribes to the Product. The initial term of the Agreement will be 12 months from the Effective Date and will automatically renew for successive 12-month periods unless terminated by either party with at least 90 days’ written notice prior to the renewal date.
3. Grant of License
Subject to the terms of this Agreement and payment of the Subscription Fee, Workforce Optimizer grants the Customer a limited, non-exclusive, non-transferable, non-assignable, revocable license to use the Product for the duration of the Subscription Period. The Product is licensed solely for the Customer’s internal business operations and may only be accessed by Authorized Users.
4. License Restrictions
The Customer agrees not to:
- Sublicense, sell, assign, transfer, pledge, distribute, rent or remove any proprietary notices on the Product except as expressly permitted in this Agreement;
- Use, copy, adapt, disassemble, decompile, reverse engineer or modify the Product, in whole or in part, except as expressly permitted in this Agreement;
- Take any action designed to unlock or bypass any Workforce Optimizer- implemented restrictions on usage, access to, or number of installations of the Product; or
- Use the Product if the Customer fails to pay any Subscription Fee due and Workforce Optimizer notifies Customer that the license is terminated.
IF THE CUSTOMER DOES ANY OF THE FOREGOING, THE CUSTOMER’S RIGHTS UNDER THIS AGREEMENT WILL AUTOMATICALLY TERMINATE. SUCH TERMINATION SHALL BE IN ADDITION TO AND NOT IN LIEU OF ANY CRIMINAL, CIVIL OR OTHER REMEDIES AVAILABLE TO WORKFORCE OPTIMIZER.
5. Intellectual Property Rights
All intellectual properties pertaining to the Product under the scope of this Agreement belongs to Workforce Optimizer. All title and intellectual property rights in and to the content which may be accessed through use of the Product is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties.
6. Subscription Fees and Payment Terms
The Customer agrees to pay the Subscription Fee annually in advance, based on the number of active staff managed in the system. Workforce Optimizer may increase the Subscription Fee at the start of each renewal term with prior notice to the Customer, subject to an agreed cap.
- Active staff: All users (e.g. administrators, planners or staff) and non-users (e.g. staff that are managed in the platform, but not an user to the system) are considered staff and will be counted in your total staff number. An active staff is any staff you have not terminated or made inactive within the system.
- Minimum Subscribed Staff Headcount: The Customer will pay a Subscription Fee based on a minimum headcount, even if the actual number of staff falls below this threshold during the Subscription Period.
- Any change in the number of active staff during the subscription period, be it by additions or reductions in the numbers, shall not affect or change the subscription fees payable and as determined at the start of the subscription period. In situations where the additions result in extra charges, it will be charged at the end of the subscription.
- Payment is due within 30 days of the invoice date. Failure to pay may result in the suspension or termination of access to the Product.
7. System Availability
Workforce Optimizer guarantees that the Product will be available with a service level of 99% uptime during the Subscription Period, excluding planned maintenance or force majeure events. In the event of downtime, Workforce Optimizer will make reasonable efforts to restore service.
8. Suspension or Termination
Either party may terminate this Agreement for material breach if the breach is not remedied within 30 days of receiving written notice. The Customer may terminate without cause by providing at least 90 days’ written notice before the end of the current Subscription Period. Workforce Optimizer may terminate this Agreement if the Customer fails to pay the Subscription Fee within 30 days of the due date.
Upon termination, the Customer must cease using the Product and destroy all copies in their possession. Workforce Optimizer will not be responsible for any costs or damages incurred due to the suspension or termination of services.
9. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or confidential information exchanged during the term of this Agreement. This obligation will survive the termination of the Agreement for a period of five (5) years.
10. Data Protection and Compliance
Workforce Optimizer agrees to comply with the Singapore Personal Data Protection Act (PDPA) and any other applicable data protection laws. Any personal data provided by the Customer will be processed in accordance with applicable regulations and used solely for the purposes specified by the Customer.
11. Use of Name
The Customer agrees to be identified as a Customer of the Service and that Workforce Optimizer may refer to the Customer by name, trade name and trademark in Workforce Optimizer’ marketing materials.
12. Limitation of Liability
Workforce Optimizer’s liability under this Agreement will be limited to the amount of Subscription Fees paid by the Customer in the 12 months prior to the event giving rise to the claim. In no event will Workforce Optimizer be liable for any indirect, incidental, or consequential damages.
13. Indemnification
Workforce Optimizer agrees to indemnify the Customer from any third-party claims arising from the use of the Product in accordance with this Agreement, including intellectual property infringement claims.
14. Dispute Resolution
Any disputes arising from this Agreement will first be referred to mediation through the Singapore Mediation Centre (SMC). If mediation is unsuccessful, the dispute will be resolved by arbitration at the Singapore International Arbitration Centre (SIAC) in accordance with its rules.
15. Force Majeure
Neither party will be liable for failure to perform their obligations under this Agreement due to events beyond their reasonable control, including natural disasters, war, terrorism, or government actions. If such an event continues for more than 60 days, either party may terminate the Agreement without further liability.
16. Notices
Notices under this Agreement must be sent in writing to the addresses provided by each party. Notices will be deemed received when delivered in person, or seven days after posting by registered mail.
17. Entire Agreement
This Agreement, together with any attached schedules or appendices, constitutes the entire agreement between the parties and supersedes all prior agreements. Any modifications to this Agreement must be in writing and signed by both parties.
18. Governing Law
This Agreement is governed by the laws of the Republic of Singapore, and both parties submit to the jurisdiction of the Singapore courts for the resolution of any disputes.