2.1 The definitions and rules of interpretation in this clause apply in this Agreement.

2.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

2.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

2.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

2.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2.7 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.

2.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

2.9 A reference to writing or written includes email but not fax.

2.10 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2.11 In the event of any conflict between any of the terms within this Agreement and any of the terms within the Confirmation of Order, the terms of the Confirmation of Order shall take precedence.

3.1 This Agreement shall continue from the Effective Date for an initial period as provided within the Confirmation of Order (if relevant) and thereafter this Agreement shall continue indefinitely unless terminated:

3.1.1 by either Party on giving not less than one calendar month’s prior written notice to the other Party; or

3.1.2 in accordance with clause 11 (termination) of this Agreement, the total period constituting the “Subscription Term”.

4.1 Subject to the Customer purchasing the Business Subscriptions in accordance with clause 5 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal business operations.

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

4.2.1 the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of Business Subscriptions it has been granted from time to time;

4.2.2 it will not allow or suffer any Business 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;

4.2.3 each Authorised User shall keep a secure password for his use of the Services that each Authorised User shall keep his password confidential;

4.2.4 it shall ensure that use of the Employee Services is at all times in accordance with the Employee Terms of Use.

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

4.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

4.3.2 facilitates illegal activity;

4.3.3 depicts sexually explicit images;

4.3.4 promotes unlawful violence;

4.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

4.3.6 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.

4.4 The Customer shall not:

4.4.1 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:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

4.4.2 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

4.4.3 use the Services and/or Documentation to provide services to third parties; or

4.4.4 subject to clause 15.10, 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

4.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 4.

4.5 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.

4.6 The rights provided under this clause 4 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

5.1 The Customer shall pay the Subscription Fees to the Supplier for the Business Subscriptions in accordance with this clause 5.

5.2 The Subscription Fees shall be calculated on a monthly basis by reference to the total number of Customer employees eligible to use the Employee Services and listed on the Services as obtained by the Suppler on the Services. The cost charged per Customer employee per month will be the amount as set out in the Confirmation of Order or as otherwise notified in advance by the Supplier to the Customer.

5.3 Subject to clause 5.5, the Customer shall pay the Subscription Fees on a monthly basis in arrears in the method stipulated on the Confirmation of Order.

5.4 The Customer shall promptly provide to the Supplier valid, up-to-date and complete credit card or bank details or (if relevant and otherwise agreed with the Supplier) 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:

5.4.1 its credit card or bank details to the Supplier, the Customer shall promptly complete the direct debit mandate using the “Go Cardless” system as directed by the Supplier and subject to clause 5.5 hereby authorises the Supplier to bill such credit card or bank account as the case may be on the first Business Day of each month of the Subscription Term commencing in the month immediately after the Effective Date; or

5.4.2 its approved purchase order information to the Supplier, the Supplier shall subject to clause 5.5, invoice the Customer on the first Business Day of each month of the Subscription Term for the Subscription Fees payable in respect of each previous month of the Subscription Term, and the Customer shall pay each invoice within 30 days after the date of such invoice.

5.5 Subscription Fees shall not be payable by the Customer for the duration of the Free Trial Period.

5.6 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:

5.6.1 the Supplier may, 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

5.6.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of Ireland from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

5.7 All amounts and fees stated or referred to in this Agreement:

5.7.1. shall be payable in pounds sterling;

5.7.2 in respect of Customers based in the Republic of Ireland, shall be payable in Euro;

5.7.3 are non-cancellable and non-refundable;

5.7.4 are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

5.8 The Supplier shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional Business Subscriptions purchased, at the start of each Renewal Period upon 90 days' prior notice to the Customer.

6.1 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.

6.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

6.3 The parties acknowledge that:

6.3.1 if the Supplier processes any personal data on the Customer's behalf when performing its obligations under this Agreement, the Customer is the data controller and the Supplier is the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

6.3.2 Schedule 2 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.

6.3.3 the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations under this Agreement.

6.4 Without prejudice to the generality of clause 6.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this Agreement so that the Supplier may lawfully use, process and transfer the Personal Data in accordance with this Agreement on the Customer's behalf.

6.5 Without prejudice to the generality of clause 6.2, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this Agreement:

6.5.1 process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (Applicable Laws). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;

6.5.2 not transfer any Personal Data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

(a) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(b) the data subject has enforceable rights and effective legal remedies;

(c) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(d) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

6.5.3 assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

6.5.4 notify the Customer without undue delay on becoming aware of a Personal Data breach;

6.5.5 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and

6.5.6 maintain complete and accurate records and information to demonstrate its compliance with this clause 6.

6.6 Each party shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

6.7 The Customer consents to the Supplier appointing Amazon Web Services, Twilio Inc. Intercom,and any other required third party supplier to enable the Supplier to provide the Services in accordance with this Agreement, as third-party processors of Personal Data under this Agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 6. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6.

7.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.

7.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

7.2.1 planned maintenance carried out during the maintenance window of 10.00 pm to 8.00 am UK time; and

7.2.2 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.

7.3 The Supplier will, as part of the Services and at no additional cost to the Customer, 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 from time to time (“Support Services Policy”). The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier's then current rates.

8.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

8.2 The undertaking at clause 8.1 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 the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.

8.3 The Supplier:

8.3.1 does not warrant that:

(a) the Customer's use of the Services will be uninterrupted or error-free; or

(b) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or

(c) the Software or the Services will be free from Vulnerabilities; or

(d) the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.

8.3.2 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 and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.4 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.

8.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

9. CUSTOMER'S OBLIGATIONS

9.1 The Customer shall:

9.1.1 provide the Supplier with:

(a) all necessary co-operation in relation to this Agreement; and

(b) 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;

9.1.2 without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;

9.1.3 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;

9.1.4 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;

9.1.5 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; and

9.1.6 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.

10. INTELLECTUAL PROPERTY RIGHTS

11. TERMINATION

12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

12.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

12.1.2 was in the other party's lawful possession before the disclosure;

12.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

12.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

12.2 Subject to clause 12.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

12.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

12.4 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 such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

12.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

12.6 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

12.7 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

12.8 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.

12.9 The above provisions of this clause 12 shall survive termination of this Agreement, however arising.

13.1 Except as expressly and specifically provided in this Agreement:

13.1.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation 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 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;

13.1.2 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

13.1.3 the Services and the Documentation are provided to the Customer on an "as is" basis.

13.2 Nothing in this Agreement excludes the liability of the Supplier:

13.2.1 for death or personal injury caused by the Supplier's negligence; or

13.2.2 for fraud or fraudulent misrepresentation.

13.3 Subject to clause 13.1 and clause 13.2:

13.3.1 the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement;

13.3.2 the parties’ total financial liability howsoever arising in connection with the performance of clause 6 of the Agreement shall be limited to an amount paid out to that party under a relevant cybersecurity or data protection insurance policy (the Supplier shall take reasonable endeavours to ensure that they have a cybersecurity policy in place to the maximum amount of £250,000); and

13.3.3 the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees received by the Supplier for the Business Subscriptions during the three months immediately preceding the date on which the claim arose.

14.1 The Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

15. GENERAL

15.1 If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

15.2 The Supplier may from time to time update the terms contained with this Agreement. In such instances, the Supplier shall give the Customer reasonable notice of such updated terms before they take effect.

15.3 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.4 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

15.5 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.

15.6 If any provision or part-provision of this Agreement is deemed deleted under clause 15.5 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.

15.7 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.8 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

15.9 Nothing in this clause shall limit or exclude any liability for fraud.

15.10 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

15.11 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

15.12 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).

15.13 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.14 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand; sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes; or sent by email to the other party's email address as set out in the Confirmation of Order.

15.15 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission as provided on the email.

15.16 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 construed in accordance with the law of Northern Ireland.

15.17 Each party irrevocably agrees that the courts of Northern Ireland 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).

This Agreement has been entered into on the Effective Date.

Please read these terms and conditions carefully before using this service.

These terms tell you the rules for using our website giggrafter.com (our “service”).

Our service is operated by Gig Grafter Limited ("We" or ”us”). We are a limited company registered in Northern Ireland under company number NI636735 and have our registered office at 20a Upper Water Street, Newry, Down, Northern Ireland, BT34 1DJ.

Your employer has contracted with us to provide an on-demand Online Rota Management and Shift Scheduling platform that enables your employer to assign shifts to its available workers (“platform”).

Our service is the interface by which you, an employee, can view your shift allocations in relation to your specific employment or such other functionality as requested by your employer from time to time.

If you have any questions regarding our service, please revert these to your employer in the first instance as they have requested that we offer our service to you.

However, in the event that your employer is unable to assist, please contact us via email to our customer services team support@giggrafter.com.

1. Your acceptance of our terms

By using our service, you confirm that you accept these terms of use and that you agree to comply with them.

If you do not agree to these terms, you must not use our service.

We recommend that you print a copy of these terms for future reference.

We amend these terms from time to time. Every time you wish to use our service, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated on 16 April 2020.

2. We may make changes to our service

We may update and change our service from time to time to reflect changes to our functionality, our users' needs and our business priorities. We will try to give you reasonable notice of any major changes.

We do not guarantee that our service, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our service for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

If you become aware of any issues with the performance of the service please notify your employer and explain to them the defects, bugs or errors within the service.

You are also responsible for ensuring that all persons who access our service through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

3. Our service is only for use by employees

Our service is solely directed to people whose employer has contracted with us to provide the service to you. If your employer has not contracted with us to provide the service you will not be able to use the service and must exit the service.

4. You must keep your account details safe

If you create or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify your employer.

5. How you may use material on our service

We are the owner or the licensee of all intellectual property rights in our service, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our service for your personal use and you may draw the attention of others within your organisation to content posted on our service.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

You must not use any part of the content on our service for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our service in breach of these terms of use, your right to use our service will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

6. Do not rely on information on this service

The content relating to your employment (for example your work rota, schedule details, payment details, personal details etc.) on our service is at all times provided and under the control of your employer. Whilst we take reasonable steps to encourage your employer to upload accurate details, we make no representations, warranties or guarantees, whether express or implied, that the content on our service is accurate, complete or up to date.

7. We are not responsible for websites we link to

Where our service contains links to other website and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those websites or resources.

8. Our responsibility for loss or damage suffered by you

- 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 and for fraud or fraudulent misrepresentation.

- Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our Terms and conditions of Sale.

- Please note that we only provide our service for domestic and private use. You agree not to use our service for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

- If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, 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.

9. How we may use your personal information

We take the privacy of your personal data very seriously and will only use your personal information in accordance with data protection laws.

In this regard your employer is at all times the data controller and we are the data processor for all your personal data processed by the service. Accordingly, we will only process your personal information in the manner and for the purposes instructed by your employer.

Please refer to your employer’s employee privacy notice for details of how your employer processes your personal data.

10. We are not responsible for viruses and you must not introduce them

We do not guarantee that our service will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our service. You should use your own virus protection software.

You must not misuse our service by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our service, the server on which our service is stored or any server, computer or database connected to our service. You must not attack our service via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our service will cease immediately.

11. Rules about linking to our service

You may link not to our home page or any other page on our service.

12. Which country's laws apply to any disputes?

Please note that these terms of use, their subject matter and their formation, are governed by Northern Irish law. You and we both agree that the courts of Northern Ireland will have exclusive jurisdiction except that if you are a resident of England you may also bring proceedings in England, and if you are resident of Scotland, you may also bring proceedings in Scotland.

If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by Northern Irish law. We both agree to the exclusive jurisdiction of the courts of Northern Ireland.

SCHEDULE 2
Processing of Personal Data

1. Processing by the supplier

1.1 The Customer has requested that the Supplier provide it with the Online Rota Management and Shift Scheduling platform service that enables the Customer to match shifts with available workers in real-time, under the terms of the Agreement.

1.2 The Supplier shall only process the Personal Data upon the Customer’s

instructions. In relation to the Services this shall involve the use, storage and other related processing activities as outlined in the Documentation in order to provide the on-demand shift allocation platform service.

1.3 The processing shall only last for the duration of this Agreement.

2. Categories of data subject

2.1 The Supplier shall only process the Personal Data of the Customer’s employees and/or workers as inputted into the Software by the Customer or provided to the Supplier to input on the Customer’s behalf.

3. Types of personal data

3.1 The Supplier shall only process the types of Personal Data as inputted into the Software by the Customer, which may include:

• Name

• Email address

• Job description

• Mobile Phone

• Date of Birth

• Hourly rate

• Salary

• Weekly contracted hours

• Shift availability

• Time off records

• Work rota

• Facial Image

4. EEA Representative for Ireland

4.1 Gig Grafter Limited has appointed Dominic Mullan as EEA representative in the Republic of Ireland.

Enquires regarding personal information stored within the Gig Grafter Limited platform relating business customers or their employees who are based in the Republic Ireland should be submitted for the attention of Dominic Mullan to eeaireland@giggrafter.com