Terms & Conditions

Last updated: 19/08/2025

These Terms and Conditions of Use ("Terms") constitute a legally binding agreement between the Subscriber and End Users (collectively, "you") and StaffCheck [ ] ("StaffCheck", "we", "us" or "our") in relation to your access to and use of the StaffCheck platform (the "Platform"), including the associated StaffCheck mobile application (the "App") and the services provided thereon (the "Services").

The platform is designed for staff attendance and task verification, particularly suited to cleaning operations. It allows businesses to monitor working hours, location, task completion photos, and employee-submitted questionnaires

By clicking “I accept” or otherwise signing up to,downloading,installing accessing or using the App or Services, you agree to be bound by these Terms and our Privacy Policy. If you do not accept these Terms,do not click the “I accept” button and you must not access or use the App or Services. Any new feature released by us shall be governed by these Terms and Privacy Notice.

1. SCOPE AND STRUCTURE OF THE TERMS

These Terms are structured into:

Part A – Subscriber Terms (for business entities subscribing to the StaffCheck Services);
Part B – End User Terms (for employees and authorised users granted access by the Subscriber);
Part C – General Provisions (applicable to all users).

If a written agreement has been executed between the Subscriber and StaffCheck, that agreement will take precedence over these Terms to the extent of any conflict.

PART A – TERMS FOR SUBSCRIBERS

2. DEFINITIONS

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(d).
Applicable Data Protection Laws: means:
- To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
- To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
Biometric Data: Personal data resulting from specific technical processing relating to the physical, physiological or behavioural characteristics of a natural person, allowing or confirming the unique identification of that person.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.1.
Contract year: a 12 month period commencing on the Effective Date or any anniversary of it.
Controller: The Customer, who determines the purpose and means of processing Customer Personal Data.
Customer: A business or organisation that subscribes to use the Services and manages Personnel accounts.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Customer Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.
Documentation: means any instructional, technical, or descriptive materials provided by StaffCheck that accompany the Services.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Effective Date: the date of this agreement.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, and sanctions, which are applicable to the Customer to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
Initial Subscription Term: the initial term of this agreement being [ ].
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Personnel: Authorised Users authorised by the Customer (including employees, contractors, or volunteers).
Purpose: the purposes for which the Customer Personal Data is processed, as set out in clause 5.8(a).
Renewal Period: the period described in clause 14.1.
Services: the subscription services provided by the Supplier to the Customer under this agreement via [INSERT WEB ADDRESS] or any other website notified to the Customer by the Supplier from time to time, including, without limitation, seamless task creation and staff assignment, shift logging with selfie and GPS clock in and out; task checklisting, real-time schedule visibility and shift logs and exportable Customer-facing performance reports.
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions.
Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Services Policy: the Supplier's policy for providing support in relation to the Services as made available at [INSERT WEB ADDRESS] or such other website address as may be notified to the Customer from time to time.
UK GDPR: has the meaning given to it in the Data Protection Act 2018.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability the Services, and the term Vulnerabilities shall be interpreted accordingly.

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.
Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
A reference to a statute or statutory provision includes all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
A reference to writing or written excludes fax but not email.

8. USER SUBSCRIPTIONS

Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.

In relation to the Authorised Users, the Customer undertakes that:

the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than [FREQUENCY] and that each Authorised User shall keep their password confidential;
it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier's written request at any time or times;
it shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than twice per annum, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in [ ] within 10 Business Days of the date of the relevant audit.
It shall ensure it is solely responsible for assigning logins to its Authorised Users and ensuring that each individual User accepts the End User Terms. The Supplier shall not be liable for misuse of access credentials created or shared by Customer.

The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

The Customer shall not and shall procure that the Authorised Users shall not:

except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services and/or Documentation (as applicable) in any form or media or by any means nor access them to build a competing product; or
2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
use the Services and/or Documentation to provide services to third parties; or
subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
introduce or permit the introduction of, any Virus or Vulnerability into the Services or the Supplier's network and information systems.

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. ADDITIONAL USER SUBSCRIPTIONS

Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in [ ] and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.
If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within 2 days of its approval of the Customer's request.
If the Supplier approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in [ ] and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4. SERVICES

The Supplier shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
1. planned maintenance carried out during the maintenance window of [10.00 pm to 2.00 am UK time]; and
2. unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least [6 Normal Business Hours'] notice in advance.
The Supplier will, as part of the Services provide the Customer with the Supplier's standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.

5. DATA PROTECTION

For the purposes of this clause 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
The parties have determined that, for the purposes of Applicable Data Protection Laws the Supplier shall be processor and the Customer shall be controller.
Should the determination in clause 5.3 change, then each party shall work together in good faith to make any changes which are necessary to this clause 5.
Without prejudice to the generality of clause 5.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to the Supplier and lawful collection of the same by the Supplier for the duration and purposes of this agreement.
The Customer hereby provides its prior, general authorisation for the Supplier to appoint processors to process the Customer Personal Data.

6. THIRD PARTY PROVIDERS

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7. SUPPLIER'S OBLIGATIONS

The Supplier shall perform the Services with reasonable skill and care.
The Supplier's obligation at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with clause 7.1, Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
The Supplier:
1. does not warrant that:
  1. the Customer's use of the Services will be uninterrupted or error-free; or
  2. that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or
  3. the Software or the Services will be free from Vulnerabilities or Viruses; or
  4. the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
The Supplier shall follow its archiving procedures for Customer Data by retaining such data including clock in/clock out data for six years in pseudonymised form. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up.

8. CUSTOMER'S OBLIGATIONS

The Customer shall:
1. provide the Supplier with:
  1. all necessary co-operation in relation to this agreement; and
  2. all necessary access to such information as may be required by the Supplier;
  in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
2. without affecting its other obligations under this agreement, comply with all applicable laws including sanctions laws and regulations with respect to its activities under this agreement;
3. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary and the Supplier shall not be liable for any failure to deliver any or all of the Services to the extent caused by Customer’s delay;
4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
6. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
7. be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
8. ensure that it has obtained the explicit consent of Personnel to process any biometric data in accordance with Article 9(2)(a) of the UK GDPR. The Supplier shall process such data solely on behalf of the Customer for timekeeping purposes.
The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
The Customer warrants and represents that:
1. The information provided during registration and at any time thereafter is and will remain complete, accurate, and up to date. The Customer is responsible for correcting any inaccuracies as soon as they arise.
2. Each Authorised User is at least 18 years of age, and the Customer has full legal capacity to enter into binding contracts under the laws of England and Wales. Where relevant, if an Authorised User is under 18, the Customer confirms that valid parental or guardian consent has been obtained in accordance with applicable legal requirements.
3. It will use the App and Services only for lawful purposes, and in compliance with all relevant legislation, regulations, and codes of practice applicable in the United Kingdom or any other jurisdiction from which you access the Services.
4. will use the Services solely for its internal business operations and not for purposes of competition, reverse engineering, benchmarking, or performance monitoring of the StaffCheck App or related services.
5. Its use of the Services will not breach any obligations it owes to third parties, including but not limited to confidentiality duties, data protection laws, or employment laws.

9. CHARGES AND PAYMENT

The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and [ ].
The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
1. its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:
  1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
  2. subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
2. its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:
  1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
  2. subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
  and the Customer shall pay each invoice within 30 days after the date of such invoice.
If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
1. the Supplier may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in this agreement:
1. shall be payable in pounds sterling;
2. are, subject to clause 13.4(b), non-cancellable and non-refundable;
3. are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or the support fees payable pursuant to clause 4.3 at the start of each Renewal Period upon 90 days' prior notice to the Customer.

10. PROPRIETARY RIGHTS

The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

11. CONFIDENTIALITY

Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives after the date of this agreement in connection with the provision of the Services, including but not limited to:
1. the terms of this agreement or any agreement entered into in connection with this agreement;
2. any information that would be regarded as confidential by a reasonable business person relating to:
  1. the business, assets, affairs, customers, clients, suppliers, or plans of the disclosing party; and
  2. the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
3. any information developed by the parties in the course of carrying out this agreement; and
Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
The provisions of this clause shall not apply to any Confidential Information that:
1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
4. the parties agree in writing is not confidential or may be disclosed.
Each party shall keep the other party's Confidential Information secret and confidential and shall not:
1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or
2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.
A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
2. at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.5, it takes into account the reasonable requests of the other party in relation to the content of the disclosure.
A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this agreement.
On termination or expiry of this agreement, each party shall:
1. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
2. erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
3. certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 14 (Termination).
No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
The above provisions of this clause 11 shall survive for a period of five years from termination or expiry of this agreement.

12. INDEMNITY

The Customer shall defend, indemnify and hold harmless the Supplier, its officers and employees against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services including, without limitation, any breach by the Customer of applicable data protection laws and any failure to obtain lawful consent or provide fair processing notices to Personnel whose data is processed through the Platform.

13. LIMITATION OF LIABILITY

The following definitions apply in this clause 13:
1. liability: every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and
2. default: any act or omission resulting in one party incurring liability to the other.
Except as expressly and specifically provided in this agreement:
1. the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
3. the Services are provided to the Customer on an "as is" basis.
Nothing in this agreement excludes the liability of the Supplier:
1. for death or personal injury caused by the Supplier's negligence; or
2. for fraud or fraudulent misrepresentation.
Subject to clause 13.2 and clause 13.3:
1. the Supplier shall have no liability for any:
  1. loss of profits,
  2. loss of business,
  3. wasted expenditure,
  4. depletion of goodwill and/or similar losses,
  5. loss or corruption of data or information, or
  6. any special, indirect or consequential loss, costs, damages, charges or expenses; and
2. the Supplier's total aggregate liability to the Customer, in respect of all defaults shall not exceed the cap. If defaults committed in more than one Contract Year give rise to a single claim or a series of connected claims, the Supplier’s total liability for those claims shall not exceed the single highest annual cap for those Contract Years.
In clause 13.4(b), the cap is the total Subscription Fees paid in the Contract Year in which the defaults occurred.
Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.

14. TERM AND TERMINATION

This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
1. either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
2. otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
2. the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so;
3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay their debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;
4. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(c) to clause 14.2(j) (inclusive);
12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
13. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
14. there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
On termination of this agreement for any reason:
1. all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

15. FORCE MAJEURE

Neither party shall be in breach of this agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 56 days, the party not affected may terminate this agreement by giving not less than 14 days' written notice to the affected party.

16. ASSIGNMENT

The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

17. GOVERNING LAW

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

18. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

19. DISCLAIMER AND WARRANTIES

19.1 Services Provided “As Is”

StaffCheck provides the App, Platform, and related Services on an “as is” and “as available” basis. While we aim to ensure high standards, we do not give any guarantees that the App or Services will always be error-free, uninterrupted, or suitable for your specific needs or intended use. All use is at your own risk and discretion.

19.2 No Implied Representations

To the fullest extent permitted by applicable law, we exclude all warranties, conditions, or representations that may otherwise be implied by law, regulation, or custom. This includes, but is not limited to, any implied warranties of satisfactory quality, fitness for a particular purpose, accuracy, or non-infringement.

19.3 No Professional Advice Guarantee

The features and content within the App are intended to assist in workforce and operations management but do not constitute legal, HR, or other professional advice. You are responsible for independently verifying whether use of the App meets any specific legal, regulatory, or business obligations.

19.4 Third-Party Components and Integrations

Where the App interacts with third-party platforms or services, we do not warrant the availability, reliability, or security of such third-party tools or systems. Any use of integrated features is at your own discretion, and we are not liable for third-party failures or misuse.

PART B – TERMS FOR END USERS

BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THESE TERMS WHICH WILL BIND YOU.

IF YOU DO NOT AGREE TO THESE TERMS, CLICK ON THE "REJECT" BUTTON BELOW.

1. Who we are and what this agreement does

We StaffCheck [ ] of [ADDRESS OF LICENSOR] license you to use:

[NAME OF APP AND VERSION] mobile application software (App) and any updates or supplements to it.

as permitted in these terms.

2. Your privacy

2.1 Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in [LINK TO PRIVACY NOTICE] and it is important that you read that information.

2.2 Data We Collect & Retention

Data	Purpose	Retention
Clock in/out time + employee No.	Attendance & payroll evidence	6 years + current yr (pseudonymised)
Selfie photo (biometric)	Identity verification	1 month
GPS location	Verify onsite attendance	3 months after exit
Task photos, questionnaire answers	Quality assurance	3 months after exit

2.3 Your employer processes data under contract or legitimate interest. For biometric selfies, your explicit consent is required (tap Accept). You may withdraw consent via your manager. You should direct any data protection requests (including access, erasure, or objection) to your employer.

3. Other terms that may apply to you

The following documents also form part of these terms:

Our Cookie Policy [INSERT AS LINK TO COOKIE POLICY], which sets out information about the cookies used by the App.

4. Support for the App and how to tell us about problems

Support. If you want to learn more about the App or the Service or have any problems using them please take a look at our support resources at [NAME OF WEBSITE].

Contacting us (including with complaints). If you think the App or the Services are faulty or misdescribed or wish to contact us for any other reason please email our customer service team at [EMAIL ADDRESS] or call them on [TELEPHONE NUMBER].

5. You must be 18 to accept these terms

You must be 18 or over to accept these terms.

6. Update to the App and changes to the Service

From time to time we may automatically update the App and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. If we update these End User Terms; you will be asked to accept new terms on next login.

7. If someone else owns the phone or device you are using

If you download or stream the App onto any phone or other device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these terms, whether or not you own the phone or other device.

8. We are not responsible for other websites you link to

The App or any Services may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

9. Licence restrictions

You agree that you will:

not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Services in any form, in whole or in part to any person without prior written consent from us;
not copy the App or Services, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security;
not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, or Services nor permit the App or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Services on devices as permitted in these terms;
not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
- is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
- is not used to create any software that is substantially similar in its expression to the App;
- is kept secure; and
- is used only for the Permitted Objective;
comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or any Service.
not manipulate or falsify clock-in/out data, impersonate another user, or disable GPS or camera permissions to circumvent attendance tracking.

You warrant that all registration information you provide is accurate and up to date; that you are legally capable of entering into binding agreements; and that your use of the App and Services will comply with applicable law of England and Wales, including data protection law. You further agree not to use the Services for monitoring or benchmarking purposes without prior written consent.

10. Acceptable use restrictions

You must:

not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, any Service or any operating system;
not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service, including by the submission of any material (to the extent that such use is not licensed by these terms);
not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;
not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
Use only your own log in.
Not upload inappropriate images.

11. Intellectual property rights

All intellectual property rights in the App and the Services throughout the world belong to us (or our licensors) and the rights in the App and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the App, or the Services other than the right to use them in accordance with these terms.

12. Our responsibility for loss or damage suffered by you

We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
We are not liable for business losses. The App is for private use. If you use the App for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

13. Limitations to the App and the Services

The App and the Services are provided for general information purposes only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the App or the Service. Although we make reasonable efforts to update the information provided by the App and the Service, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

14. Please back-up content and data used with the App

We recommend that you back up any content and data used in connection with the App, to protect yourself in case of problems with the App or the Service.

15. Check that the App and the Services are suitable for you

The App and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the App and the Services meet your requirements.

16. We are not responsible for events outside our control

If our provision of the Services or support for the App or the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received.

17. We may end your rights to use the App and the Services if you break these terms

We may end your rights to use the App and Services at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.

If we end your rights to use the App and Services:

You must stop all activities authorised by these terms, including your use of the App and any Services.
You must delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this.
We may remotely access your devices and remove the App from them and cease providing you with access to the Services.

18. We may transfer this agreement to someone else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

19. You need our consent to transfer your rights to someone else

You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

20. No rights for third parties

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

21. If a court finds part of these terms are illegal, the rest will continue in force

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

22. Even if we delay in enforcing this contract, we can still enforce it later

Even if we delay in enforcing this agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

23. Which laws apply to this agreement and where you may bring legal proceedings

These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

PART C – GENERAL PROVISIONS

1. Variation

We reserve the right to update or amend these Terms from time to time. Where significant changes are made, we will give you reasonable notice using methods we consider appropriate, such as via the App, by email, or by posting a notice on our website. The revised Terms will take effect either on the date specified in the notice or, if no date is given, on the date they are published on our website. By continuing to use the App or Services after any changes take effect, you agree to be bound by the updated Terms. The most current version will always be available for review on our website.

We may at our sole discretion and at any time modify or cease to provide any of the Services or part thereof without notice to you and we shall have no liability to you or any Authorised User for such modification or discontinuance.

2. Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

3. Severance

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
If any provision or part-provision of this agreement is deemed deleted under Part C clause 3.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

4. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

5. Third party rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

6. Notices

Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
Any notice shall be deemed to have been received:
1. if delivered by hand, at the time the notice is left at the proper address;
2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

7. Use of AI and Third-Party Services

Some features of the App may use artificial intelligence or integrate with third-party services (e.g. map APIs, image capture, analytics tools). Where used, these features help deliver more efficient and intelligent services. Use of these features is subject to the terms of the third-party providers and you agree to comply with them. You can view a list of third-party services we use in our Privacy Policy.

Contact

For any queries, please email info@rgscleaning.com
Phone: +44 114 263 0303

Privacy

See our Privacy Policy for how we process personal data.

Contact Info

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