Terms of Service

Version 1.0 · Effective [DATE]

These Terms are a contract between [COMPANY LEGAL NAME] ("ClockMate", "we") and the business that creates a ClockMate account (the "Customer", "you"). The person who clicks "I agree" confirms they have authority to bind the Customer. Users the Customer invites must also follow sections 3 and 4.

1. The service

ClockMate provides online time tracking, scheduling, time-off and payroll calculation tools (the "Service"). We may improve or change features. We will give at least 30 days' notice before removing a feature you pay for.

2. Accounts and trial

1. You must give accurate company and contact information and keep it current.
2. New accounts get a 14-day free trial. No payment method is needed to start. At the end of the trial, you must choose a plan and add a payment method to keep using the Service.
3. You are responsible for everyone you invite and for keeping logins secure. Tell us right away at [email protected] if you suspect unauthorized access.
4. The Service is for businesses. You must be at least 18 to create an account.

3. Acceptable use

You and your users will not:

• break any law, including wage, tax, privacy and anti-discrimination laws, while using the Service
• enter data you have no right to collect, or collect biometric or location data without the notices and consents the law requires (see section 6)
• try to access another customer's data, probe or break our security, or overload the Service
• copy, resell or reverse-engineer the Service, or use it to build a competing product
• upload malware or unlawful content

4. Your data

1. You own the data you and your users put into the Service ("Customer Data"). We use it only to provide, secure and support the Service, and as described in the Privacy Policy and the Data Processing Agreement, which is part of these Terms.
2. You are responsible for the accuracy of Customer Data and for having a lawful basis to give it to us, including employee notices and consents.
3. You can export your data at any time while your account is active. After cancellation, you have 30 days to export it. We then delete it within [90] days, except what we must keep by law or in routine backups, which expire on their normal schedule.
4. We may use aggregated, de-identified data that cannot identify you or any person to run and improve the Service.

5. Payroll and tax results are your responsibility

ClockMate calculates hours, pay, withholding and tax forms from the settings and data you provide. You are responsible for reviewing every pay run and tax form before you pay employees or file with any agency. You remain the employer, and ClockMate is not your payroll agent, tax preparer, accountant or lawyer. Unless we agree otherwise in writing, we do not file taxes, remit withholding or move money on your behalf. Tax rates and rules change. We try to keep them current but do not guarantee it.

6. Biometric and location features

If you connect a fingerprint time clock or turn on GPS punch tracking, you must first give each affected employee the notice and get the consent the law requires. You must also keep a written retention and destruction policy. Our Biometric Data Notice and Consent template is provided for your convenience only. Fingerprint templates are stored on your device, not by ClockMate.

7. Fees and billing

1. Fees are based on your plan, billing interval and number of active employees, as shown at checkout. Payments are processed by Stripe.
2. Subscriptions renew automatically at the end of each monthly or annual period until cancelled.
3. If a payment fails, the account enters a 7-day grace period. After that, access is limited to the billing page until payment is made.
4. You can cancel anytime in Billing settings. Cancellation takes effect at the end of the current paid period. Fees already paid are not refundable, except where the law requires it.
5. We may change prices with at least 30 days' notice before your next renewal.
6. Prices exclude taxes, including Puerto Rico IVU where it applies, which we will add as required.

8. Suspension and termination

We may suspend or close an account for non-payment, a serious or repeated breach of these Terms, or to stop harm to the Service or others. Where practical, we will give notice and a chance to fix the problem first. Sections 4.3, 5, 9, 10, 11 and 13 survive termination.

9. Warranties and disclaimer

We will provide the Service with reasonable skill and care. Apart from that, the Service is provided "as is" and "as available". To the extent the law allows, we disclaim all other warranties, including merchantability, fitness for a particular purpose, uninterrupted or error-free operation, and accuracy of calculations. We aim for high availability but do not promise a specific uptime.

10. Limitation of liability

1. To the extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if warned they might happen.
2. Our total liability for all claims under these Terms is limited to the fees you paid us in the 12 months before the event giving rise to the claim.
3. These limits do not apply to your payment obligations, a party's fraud or wilful misconduct, or anything the law does not allow to be limited.

11. Indemnity

You will defend and indemnify ClockMate against third-party claims arising from Customer Data, your employment and pay decisions, your failure to get required employee notices or consents, or your breach of section 3.

12. Changes to these Terms

We may update these Terms. For material changes, we will email the account owner and show a notice in the app at least 30 days before they take effect. Continuing to use the Service after that date means you accept the new version. We record which version each account accepted and when.

13. General

• Governing law and venue: the laws of the Commonwealth of Puerto Rico and applicable U.S. federal law. Disputes go to the courts located in San Juan, Puerto Rico.
• Language: [English controls / Spanish controls]. Translations are provided for convenience.
• Entire agreement: these Terms, the Privacy Policy and the DPA are the whole agreement and replace earlier discussions.
• Assignment: you may not transfer these Terms without our consent. We may transfer them as part of a merger or sale of the business.
• Force majeure: neither party is liable for delays caused by events beyond its reasonable control, including hurricanes, power or internet outages.
• If a court finds a clause unenforceable, the rest stays in effect.

Contact: [COMPANY LEGAL NAME], [MAILING ADDRESS], [email protected].

Data Processing Agreement

Version 1.0 · Part of the Terms of Service

This agreement covers how ClockMate handles the personal data the Customer puts into the Service about its employees and other people ("Customer Personal Data"). The Customer is the controller, and ClockMate is the processor or service provider.

1. Instructions. ClockMate processes Customer Personal Data only to provide the Service, on the Customer's documented instructions. The Terms and the Customer's settings in the app are those instructions. We will tell the Customer if we believe an instruction breaks the law.
2. Confidentiality. Only staff who need access to support or run the Service may access Customer Personal Data, and they must keep it confidential. Support-mode sign-ins are logged and shown by an on-screen banner.
3. Security. ClockMate keeps reasonable technical and organizational safeguards, including encryption in transit, hashed passwords, login lockouts, role-based access, and audit history of payroll changes. [ADD: field encryption of SSN and bank numbers; backup encryption; access review schedule.]
4. Subprocessors. The Customer authorizes the subprocessors listed in the Privacy Policy. ClockMate will give 30 days' notice before adding a new one that handles Customer Personal Data. The Customer may object on reasonable grounds and, if we cannot resolve it, cancel and receive a pro-rated refund of prepaid fees for the unused term.
5. Help with requests. ClockMate will pass any request from an employee to the Customer and not answer it directly unless the Customer asks. We will give reasonable help, mostly through in-app export and edit tools, so the Customer can answer requests to access, correct or delete data.
6. Security incidents. ClockMate will notify the Customer without undue delay, and within [72] hours, after confirming a breach affecting Customer Personal Data. The notice will say what happened, what data was involved, and what we are doing about it. The Customer decides whether and how to notify affected employees, unless the law puts that duty on us.
7. Deletion and return. On cancellation, the Customer can export its data for 30 days. We then delete Customer Personal Data within [90] days, except where the law requires us to keep it. Backups expire on a rolling [30]-day schedule.
8. Location. Customer Personal Data is stored in the United States.
9. Audits. On written request, no more than once a year, ClockMate will answer a reasonable security questionnaire and share summaries of its security practices.
10. Customer duties. The Customer confirms it has given employees the notices, and obtained the consents, needed to collect their data, including biometric and location data, and to share it with ClockMate.
11. Liability. The limits in the Terms apply to this agreement.