Please read these Terms of Service (“Agreement”, “Terms of Service”, “Terms”) carefully. This Agreement is legally binding and made by and between Kerner Norland Pte Ltd (the “Company”, “our”, “us”, “we”) and each individual, business, organization or other person or entity (“you”, “your”, “user/s”) that uses and or accesses the website as well as any other media form including but not limited to, WorkShiftly software, media channel, mobile website or mobile application, desktop application related or connected thereto (collectively referred to as “WorkShiftly Portal”) to use the service (“Service”) provided by the Company.
By accessing or using the WorkShiftly Portal, you agree to be bound to Terms and Service described in this Agreement. If you do not agree to these Terms of Service, do not subscribe to, access, or use the WorkShiftly Portal or Service. Each time any WorkShiftly Portal is used, an implicit affirmation is given for the acceptance of the terms and conditions herein.
The WorkShiftly Portal, provides access to the Workshiftly Service and WorkShiftly Application (“Licensed Application”) which is created to assist organizations to track time and to monitor employee productivity and efficiency.
The WorkShiftly Portal system is offered to you conditional upon your acceptance of the terms, conditions, and notices contained herein and updated from time to time. We may modify these Terms of Service, or any part thereof, or add or remove terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Although we will endeavour to provide you with notice of material changes, your use of the WorkShiftly Portal after such posting shall be deemed to constitute acceptance by you of such modifications, additions or deletions. The Company may modify, suspend, discontinue or restrict the use of any portion of the WorkShiftly Portal system, including the availability of any portion of the content at any time, without notice or liability.
Limited Right to Use
You are granted only a limited, non-exclusive, license to use the WorkShiftly Portal, for use solely by you and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use.
Description of Service
Part of the Service offered through the WorkShiftly Portal is access to the Licensed Application, which is an employee productivity monitoring software offers you two distinct applications. Namely, a Web Application and the Desktop Application with sophisticated features to monitor the employee productivity such as employee monitoring and time tracking, productivity monitoring, work time monitoring and productivity tracking, recurring and offline task management, activity tracking and screen capturing.
The Web Application will be offered for the supervisory level positions including but not limited to managers, admin and super admin. Once subscribed, the super admin will be provided with separate login credentials where they can access their respective account to monitor the productivity of the employees. The Desktop Application will be offered to the employees with separate login credentials where each employee is required to install the application in their respective desktops.
The Company will use its best efforts to make the WorkShiftly Portal available 24 hours a day, everyday. However, the Company makes no representation or warranty that uninterrupted 24 hours a day, everyday service will be available, especially since a third party provides the software and hosting of the WorkShiftly Portal. You agree and acknowledge that the WorkShiftly Portal will, at times, be unavailable due to regularly scheduled maintenance, service upgrades, or other mechanical or electronic failures and that the Company shall not be liable for such downtimes. The Company shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the WorkShiftly Portal. The Company is not responsible for any problems or technical malfunctions of any telephone or fiber network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email to be received by the Company on account of technical problems or traffic congestion on the internet or at any website, or any combination thereof, including any injury or damage to your computer or peripherals related to use or downloading any materials from the WorkShiftly Portal.
Posting information and User conduct
- use the WorkShiftly Portal for illegal purposes or for promotion of dangerous activities;
- use (or encourage or help others to use) the WorkShiftly Portal for any purpose or in any manner that is prohibited by these Terms of Service or by applicable law;
- impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with the Company or any other person or entity;
- upload, post or otherwise transmit to or distribute or otherwise publish through the Licensed Application any materials anonymously or under a false name;
- upload, post or otherwise transmit any content that you do not have a right to transmit under any law or under contractual duties (such as insider trading regulations, internal corporate policies or non-disclosure agreements);
- violate, plagiarize or infringe the rights of third parties, including, without limitation upload, post or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- upload, post or otherwise transmit any material that contains software viruses, worm, Trojan horse or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- interfere with or disrupt the WorkShiftly Portal or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected or applicable to the Service;
- violate through use of the WorkShiftly Portal any applicable local, state, national or international law;
- “stalk” or otherwise harass another person or user of the WorkShiftly Portal, or take any action invasive to another’s privacy (by posting, for example, another’s photograph, address, email, phone number or any other contact information) without permission from such other person;
- solicit passwords or personal identifying information from other users for unintended, commercial or unlawful purposes;
- use any robot, spider, other automatic device, or manual process to monitor or copy the Sites or their contents, or any substantial part thereof without our prior written consent.
- access (or attempt to access) the WorkShiflty Portal by any means other than through the interface(s) provided by the Company, or access (or attempt to access) the Service through any automated means (including use of scripts, web crawlers or the like) or otherwise engage the Service in a manner reasonably likely to be harmful to the systems operating the WorkShiftly Portal or the access or use of the WorkShiflty Portal by others;
- reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Services; and
User Password and Security
When registering through the WorkShiftly Portal, a user may be asked to create an account and provide us with specific information including, but not limited to, name, company name, designation, a valid email address. By doing so, each user represents that the user is the individual who is registering, and that the user has the right to provide information through the WorkShiftly Portal. You further acknowledge that we have no responsibility for verifying the identity of users and determining whether a particular user is authorized to use the WorkShiftly Portal.
Using the WorkShiftly Portal and its related Service requires the use of a username and password. Safeguarding the confidentiality of the username, password and account itself are the responsibility of the user and the user agrees to take any and all actions necessary to maintain the privacy of such information. Any activities that occur under users’ accounts shall be the responsibility of the user. You agree to notify the Company immediately of any unauthorized use of accounts or any other breach of security or if passwords are lost or stolen. The use of another person’s username and / or password is expressly prohibited.
You acknowledge that the use of username and password is an adequate form of security and that any additional security measures such as dual authentication, while enhancing security, are not necessary. You are solely responsible for (1) authorizing, monitoring, controlling access to and maintaining strict confidentiality of your username and password, (2) not allowing another person to use your username or password, (3) any changes or damage that may be incurred as a result of your neglect to maintain the strict confidentiality of your username and password, and (4) promptly informing the Company in writing of any need to deactivate a username due to security concerns or otherwise. The Company is not liable for any harm related to the misuse or theft of usernames or passwords, disclosure of usernames or passwords, or your authorization to allow another person or entity to access and use the WorkShiftly Portal using your username or password.
When registered through the WorkShiftly Portal, the super admin shall be offered the Web Application and the Desktop Application. The super admin will be required to subscribe to both Applications by inserting his/her name and the email address. Once the super admin has subscribed, the login credentials will be provided by the Company where the super admin has the discretion to amend the provided password. Thereafter, the super admin may add the employees to the system by providing their names and email addresses. Once the details are inserted the Company will then provide the login credentials for the employees via an email. The employees have the discretion to amend the password provided by us after the first login.
The Company will use its best efforts to make the WorkShiftly Portal secure from unauthorized access. The third party provider of software and hosting for the WorkShiftly Portal provides encryption on communication between the WorkShiftly Portal and your device and also provides other security measures, some not disclosed to us to keep them more secure. However, you agree that you recognize that a risk still exists, however small, that a breach of such security may occur. You agree that you shall not attempt to disable or circumvent any security features on the WorkShiftly Portal or ask any third party to do so on your behalf.
THE COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFICACY OF THE SECURITY OF THE WORKSHIFTLY PORTAL AND SHALL NEVER BE LIABLE FOR ANY ACTUAL OR CONSEQUENTIAL DAMAGES, CLAIMED OR OTHERWISE, ARISING FROM ANY BREACH OR ALLEGED BREACH OF SECURITY OF THE WORKSHIFTLY PORTAL.
Termination of User Account
You agree to notify the Company immediately when your account through the WorkShiftly Portal is to be terminated. The Company will make every effort to terminate access immediately upon receipt. However, you cannot be assured that access has been terminated until you receive confirmation of the termination from the Company. In addition, weekends, holidays and other non-business days could cause a delay in the receipt of such request for termination.
You can cancel your subscription for the WorkShiftly Application and terminate same through the billing page. Upon cancellation you will be entitled to a refund in accordance with the WorkShiftly Refund Policy. Upon cancellation the Service will be immediately discontinued.
Company warrants you that: (a) Service accessed through the WorkShiftly Portal will be free of all known viruses at the time of first delivery; and (b) support services will be delivered with reasonable skill and care. Any changes to the functionality of the WorkShiftly Portal is in effect from the upcoming billing period. If the Company makes any major changes to the WorkShiftly Portal, the Company shall provide you with a grace period of 3 months to prepare for alternatives.
The warranties do not apply to any breach caused by: (a) any change to the WorkShiftly Application provided by the WorkShiftly Portal, except where the changes were made by the Company; (b) your failure to provide a suitable installation or operating environment for the WorkShiftly Application; (c) use of the WorkShiftly Application on or caused by software, firmware, computer systems, data, technology or a hardware platform not approved by the Company in writing; (d) any telecommunications medium used by you; (e) failure of you to comply with the documentation; or (f) failure of you to report a warranty claim within the warranty period.
Limitation of Liability
In no event shall either party be liable under this Agreement for any indirect, incidental, special, consequential or punitive damages, or damages for business interruption, loss of profits, revenue, data or use, or cost of cover suffered by the other party or by any third party, whether in an action in contract or tort, and even if the party has been advised of or is aware of the possibility of such damages. Company’s total liability for direct damages suffered by the user or any of its affiliates under this Agreement or related to the Service shall in no event exceed an amount equal to three (3) times the average monthly fee paid by you to the Company under this Agreement.
The Company takes no accountability or responsibility for any damages caused due to a breach of duties under this Agreement.
You are aware and have been made aware at the time of accessing the WorkShiftly Portal and installing the Licensed Application the functions and capabilities of the said Licensed Application and you shall not thereafter at anytime make any claims against the Company with regard to the result of all such functions if the users do not use the Licensed Application as advised, have it unopened and not logged in for the purpose of monitoring to take place, if the Licensed Application is being used for illegal activity or used for other than the purpose for which the Licensed Application is supposed to be used for and intended as its purpose by the Company.
The Company shall not be liable or responsible for any data leakage or data breach which maybe a direct result of you selling to third parties your devices which has the Licensed Application downloaded through the WorkShiftly Portal without necessary deletions of the Licensed Application.
WorkShiftly Portal Operation Disclaimer
We do not guarantee that our WorkShiftly Portal will be error free or that our servers are free of viruses or other potentially destructive entities. The user understands that the Company cannot and do not guarantee or warrant that information or files downloaded from the WorkShiftly Portal will be free of viruses or other destructive code. The user is responsible for implementing sufficient procedures and checkpoints to satisfy the user’s particular requirements for anti-virus protection and accuracy of data input and output. We are not liable for any costs associated with the contraction of viruses, damage to equipment (either hardware or software), or loss of data arising from the utilization of our WorkShiftly Portal. We are not liable for any costs for the replacement of damaged equipment (either hardware or software) or for any loss of data as the result of a virus or other destructive entity contracted through the use of any the WorkShiftly Portal. You use our WorkShiftly Portal at your own risk and agree to hold us harmless from any and all liability arising from such use.
We do not warrant the operation or availability of the WorkShiftly Portal. Hardware or software issues may at times cause the WorkShiftly Portal to slow down or fail to function properly. The user expressly agree that the use of, or inability to use, the Service is at the user’s sole risk. We are not liable for any consequences of the WorkShiftly Portal not being fully operational or available and shall be held harmless from any claims or disputes arising from such inoperability or unavailability. You acknowledge that any damages resulting from lack of operability or availability are born solely by you.
External Database Disclaimer
We use external databases for specific functionalities related to the Service we provide. We do not control the content or security of these external databases. Errors and/or omissions may periodically occur and are foreseeable when relying upon external databases and we are unable to assume responsibility for oversight of these errors and/or omissions. We make commercially reasonable efforts to ensure that information gleaned from external databases are accurate, but assume no responsibility for the accuracy of such information. Although we make commercially reasonable efforts to ensure the information received from an external database is free from viruses, malware, or any destructive instrumentality, we assume no responsibility for the presence of any viruses, malware, or any other destructive instrumentality transmitted to us from an external database.
To the extent allowed by applicable law, user agrees to defend, indemnify and hold harmless Company and any of its directors, officers, members, shareholders, and employees and their heirs from and against any and all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of or related to user‘s use of the WorkShiftly Portal, or any breach by user of any term or condition of this Agreement. If any such action shall be brought against any indemnified party, they shall notify user in writing and user shall assume and control the defense and settlement of each such action, including the employment of counsel and payment of all expenses associated with such action. Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense, at their own cost unless otherwise agreed to by user.
Changes to Terms and Conditions of Use
The Company reserves the right to modify the terms, conditions, and notices under which the WorkShiftly Portal and its Service is offered. Your continued use of the WorkShiftly Portal after the postings of any amended terms and conditions shall constitute your agreement to be bound by any such changes.
This Agreement is the entire Agreement between the Company and you regarding the use of the WorkShiftly Portal and all changes must be in writing as an amendment to this document. Verbal or other communications are not valid until written in this document. This Agreement does not modify any existing or future Engagement Letter for services provided to you by the Company and is not intended to be an Engagement Letter.
The term of this Agreement extends past the life of the WorkShiftly Portal and remains in full force and effect even if access is terminated to you or the WorkShiftly Portal or if you cease to be a user.
Either party may terminate this Agreement at any time upon five (5) days prior written notice, if the other party commits a material breach of any representation, warranty, agreement or covenant set forth in this Agreement that remains uncured after fifteen (15) days written notice specifying the nature of the breach and identifying the measures required to correct the breach.
Either party may at any time terminate in whole or in part the WorkShiftly Portal system or the WorkShiftly Portal by providing 30 days’ written notice. The Company may also choose to use a different third party software and / or hosting provider at any time without notice or liability.
The Company may terminate this Agreement upon ten (10) days prior written notice for non-payment of fees.
The Company may terminate this Agreement immediately if the user becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against user and not dismissed within 90 Days after commencement of one of the foregoing events.
The Company may terminate this Agreement immediately in the event user includes in the WorkShiftly Portal any content that (i) is obscene, offensive, threatening or malicious, (ii) violates any Applicable Law, or (iii) otherwise exposes the Company to civil or criminal liability.
The Company may suspend or terminate this Agreement immediately in the event of any wrongful or unauthorized access to or use of the WorkShiftly Portal or the third party services by user or other third party.
Effects of Termination
Upon termination of this Agreement, access to and use of the WorkShiftly Portal and Service shall be terminated. Termination of this Agreement shall not (i) relieve any party from any liability that may have arisen prior to such termination, nor shall such termination relieve user of its obligation to pay all fees that have accrued or are otherwise owed by user under this Agreement, and (ii) limit either party from pursuing other remedies available to it, including injunctive relief.
Upon any termination of this Agreement, the Company shall have the right to maintain a copy of all user content in accordance with, and for the period of time it determines is required or permitted by, Applicable Law.
We may transfer, assign, sub-contract or otherwise deal with our rights and/or obligations under this Agreement. You may not transfer or assign this Agreement or your obligations thereunder.
If a provision of the Terms of Services is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provisions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
All Confidential Information disclosed hereunder will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information, but in no case less than reasonable care; provided, however, that the Company may disclose Protected Health Information included within the Confidential Information. The receiving party will limit access to Confidential Information to its affiliates, employees and authorized representatives with a need to know and will instruct them to keep such information confidential. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party (i) to the extent necessary to comply with any applicable law, (ii) as appropriate, to respond to any summons or subpoena or in connection with any litigation.
You acknowledge that the Company may use Confidential Information as permitted by applicable law to evaluate possible commercial arrangements between the Company, its affiliates or its recommended vendors and user, and to communicate with user from time to time regarding the Company’s products and services (including, without limitation, third party services) that may improve the efficiency of user’s operations or otherwise benefit user.
The Company may use internet/website analytics software tools and programs that collect, transmit, store, disclose and analyze certain information about the actual use of the WorkShiftly Portal by users, Permitted Entities and/or Providers (such as, but not limited to, pages viewed, links clicked, help functions used and other workflow information); such information shall not be considered Confidential Information hereunder and may be used by the Company for the purpose of license administration, error resolution and product analysis and improvement.
Should any portion of this agreement be deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of all remaining provisions which will remain in full force and effect. The failure of the Company to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against the Company unless made in writing and signed by the Managing Member of the Company, and no such waiver shall be construed as a waiver in any other or subsequent instance.
This Agreement is made and entered into in Singapore and is to be construed under the laws of Singapore as they may from time to time exist.
This Agreement shall be governed by and construed in strict compliance with the relevant laws and regulations established by the government of Singapore.
Any dispute, controversy or claims arising out of this Agreement or breach, termination or invalidity thereto between the Parties shall first be resolved amicably via negotiations.
Any dispute that cannot be resolved via negotiations, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The language shall be English, and the Arbitral seat shall be Singapore.
The Company is not liable under this Agreement for the non-performance caused by acts of war, terrorism, pandemic, epidemic, natural disasters (e.g., hurricanes, earthquakes), human-made disasters, other acts of God or nature, public health emergencies (including pandemics), public safety incidents, telecommunication or internet service interruption, strikes or other labor disputes or unrest, civil insurrections, riots, or other acts of civil disorder, acts of military, civil, or regulatory authority or any other events, conditions or causes beyond the Company’s reasonable control.