Terms of Service

a. Intellectual Property Rights

The online service is provided to you by U-WFM part of U-Source Limited, Electric Works,3 Concourse Way, Sheffield Digital Campus, Sheffield, S1 2BJ, ENGLAND (Referred to as U-WFM for the purposes of this agreement).

We own all the intellectual property rights in the U-WFM service and no rights are therefore granted to you in them except the right to use the service according to these terms of use.

By using the service, you agree to the following terms of use.

b. Start and end of term

Monthly Subscription

The subscription term begins when you sign up for the service and continues until it is terminated by either one of us. You can sign up via the U-WFM website, by sending us an email or by calling us. Either of us can terminate the subscription at any time by email. You will be invoiced at the end of every month and there will be no refund whatsoever for previous months.

Agreed Term Subscription (Fixed Price for Term)

The subscription term begins when you sign up for the service and continues until it is terminated by either one of us at the end of the agreed fixed term. You will be invoiced up front for the subscription and agree to automatic renewal at the end of the agreed term. Any additional users above the agreed subscription level will be invoiced at the end of each month.

c. Hosted services

U-WFM delivers a complete suite of Workforce Management cloud solutions.  Accurate forecasting and powerful, optimised, multi skilled schedules come as standard to support contact centres to deliver optimal customer experience whilst best supporting their frontline employees.

 U-WFM shall create an instance for the company and an account for each user and shall provide to the user login details for that user

d. Proper use

Each user of the service must be an individual for whom a separate login is created. Each login may only be used by one person. Sharing a single login between several people is not permitted, but you can create as many user logins as you like. It is your responsibility to use good password practice.

 e. Invoicing

Monthly Subscription

We invoice you at the end of each calendar month based on the peak number of active users during that month. Every day, the service counts the total number of users in your account including all users that can be scheduled (such as agents) plus all users who are not scheduled but have login credentials (such as planners). Once the month is over, we send you an invoice based on the highest daily user count of the month.

Fixed Term Subscription

We invoice at the beginning of the fixed term (or annually if agreed) for an agreed base number of active users. We additionally invoice at the end of each month for the peak number of active users during that month minus the agreed base number of agents. Every day, the service counts the total number of users in your account including all users that can be scheduled (such as agents) plus all users who are not scheduled but have login credentials (such as planners). Once the month is over, the invoice is based on the highest daily user count of the month.

f. Payment

Invoices are sent to your finance contact via email. All pricing excludes VAT and you are responsible for paying this and any other applicable taxes. Payment is due 30 days after invoicing. If you are late with payments, we reserve the right to temporarily or permanently shut down your access to the service.

g. Refunds

There are no refunds for past periods, but you can cancel your subscription any time after your agreed term, Monthly or Fixed Term Subscription.

h. Service messages

We may send you in-app or email messages from time to time about the service, such as scheduled maintenance or tips for getting the best out of the service.

i. Availability

We work very hard to keep the U-WFM Service live at all times and we aim to deliver Availability of at least 99.5%. This excludes interruptions of less than 15 minutes and things outside our control such as natural disasters and strikes. Scheduled maintenance is also excluded - but don’t worry, we’ll let you know about this in advance.

We use an industry-standard formula to calculate Availability. It always refers to a full calendar year.

This does not include:

  • All downtimes of less than 15 minutes
  • Scheduled maintenance (we will notify you in advance)
  • Non-Availability as a result of force majeure or circumstances outside our control, such as natural disasters, terrorist attacks, social unrest, strikes, government action, Internet breakdowns and unlawful attacks by third parties on the infrastructure of the U-WFM-Platform.

j. Limitation of Liability

j1 We accept unlimited liability for death or personal injury resulting from our negligence, fraud or fraudulent misrepresentation.

j2 We accept no liability for any loss or damage which you may incur arising from any of the following circumstances:

  • if Availability falls below 99.5% for any reason;
  • any failure or defect in the U-WFM Service resulting from inherent defects which were already present when your subscription term began;
  • any failure or defect in free online services;
  • any failure by you to comply with normal security procedures and good internet practice;
  • any failure in the U-WFM Service arising from any failure or delays of the internet or other communication networks; or
  • any losses arising from circumstances beyond our reasonable control.

j3 We also do not accept liability for loss of profits, loss of business and loss or corruption of data or for any special, indirect or consequential loss which you may incur.

j4 If you suffer loss or damage for which we are legally liable then (except as stated in j1) our liability is limited as follows:

  • if the liability is covered under our third-party insurance policy then the limit is 500,000 Euro per claim;
  • if the liability is uninsured then the limit per claim is the average monthly service charge which you have paid during the six months prior to the date of the claim; and
  • no liability is accepted if you make a claim more than one year after you became aware of the circumstances giving rise to the claim.

j5 Each of us agree that we are the only person entitled to enforce the contract between us or to claim damages, or other relief, from the other party. Without limiting the foregoing, we each agree that we will not grant any person the right to claim from the other party damages or other losses suffered by such person even where such person is a beneficiary of any of the U-WFM Services, including any of your associated companies or outsourcers.

k. Force Majeure

k1 Incidents of force majeure (such as circumstances and events which could not be prevented by exercising the diligence of prudent business management) suspend the contractual obligations of the parties for the duration of the disruption and to the extent of their effect. Should the delays resulting from this exceed a period of one week, both parties shall have the right to terminate the subscription with respect to the services affected. There shall be no further claims.

k2 Any consequences of a labour dispute with U-WFM or a third party for which U-WFM is not to blame shall also be considered to be force majeure where this affects the performance of services of U-WFM.

l. Confidentiality

l1 Both parties undertake to treat any information regarding secret knowhow or internal operating secrets of the other party acquired in the course of their cooperation as strictly confidential. This affects in particular, any information not accessible to the public about the online services of U-WFM, as well as your data processed as part of the online services.

l2 U-WFM is entitled to mention this subscription for public relations purposes.

m. Personal Data

If as part of the U-WFM Service we need to process any personal data on your behalf then we will both make sure that we comply with our respective obligations under data protection legislation.

n. Network Connections

You are responsible for obtaining and maintaining network connections and telecommunication links from your systems in order to be able to receive the U-WFM Service.

o. Dispute Resolution

o1 The contract between us shall be governed by and construed in accordance with the laws of England and Wales.

o2 The exclusive legal venue in relation to any disputes or claims arising under the contract between us is the courts of England and Wales.

p. General

p1 These terms of use will comprise the legal contract between us and will replace any previous agreement or understanding which may exist between us.

p2 You confirm that in signing up for the U-WFM Service you have not relied on any statement, representation or warranty given by or on behalf of U-WFM other than any which have been included in these terms of use.

p3 You cannot transfer the U-WFM subscription or the benefit of the contract between us relating to the service to any third party.

q. Changes to the agreement

U-WFM may change any of these terms of use from time to time and will notify you about changes one month in advance.