Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the Chime Software platform, website, and related services (collectively, the "Service") provided by Chime Software Ltd ("Chime", "we", "us", "our"), a company registered in England and Wales.

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Service. If you are using the Service on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms.

2. Definitions

• "Account" means the account you create to access the Service.
• "Customer" means the organisation that has entered into a subscription agreement with Chime.
• "User" means any individual who is authorised by a Customer to access the Service.
• "Customer Data" means all data uploaded, entered, or generated by a Customer or its Users in connection with the Service.
• "Subscription Period" means the period during which a Customer has an active subscription to the Service, as set out in the applicable order form or subscription agreement.

3. Use of the Service

Subject to these Terms and payment of applicable fees, Chime grants you a non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription Period for your internal business purposes only.

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation
• Attempt to gain unauthorised access to any part of the Service or its related systems
• Reverse-engineer, decompile, or disassemble any aspect of the Service
• Resell, sublicense, or make the Service available to any third party without our prior written consent
• Use the Service to transmit any harmful, offensive, or infringing content
• Interfere with or disrupt the integrity or performance of the Service

4. Accounts and security

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must notify us immediately of any unauthorised use of your Account or any other security breach.

We reserve the right to suspend or terminate your Account if we reasonably believe it has been compromised or is being used in violation of these Terms.

5. Customer Data

You retain all rights to your Customer Data. By using the Service, you grant Chime a limited, non-exclusive licence to process your Customer Data solely for the purpose of providing the Service to you.

We will handle Customer Data in accordance with our Privacy Policy and any applicable data processing agreement. Where we process personal data on your behalf, we act as a data processor and you act as the data controller.

6. Biometric data

The Chime platform may process biometric data (facial recognition) for the purpose of time and attendance tracking. This processing is carried out on behalf of the Customer as data controller and is governed by the data processing agreement between Chime and the Customer.

Biometric data is processed in accordance with UK GDPR and the Data Protection Act 2018. All biometric data is encrypted at rest and in transit, and is stored on UK-based servers. Biometric templates are deleted upon termination of the subscription or upon request by the data subject.

7. Fees and payment

Fees for the Service are set out in the applicable order form or subscription agreement. All fees are quoted in pounds sterling (GBP) and are exclusive of VAT unless otherwise stated.

Fees are payable in advance on a monthly or annual basis as agreed. If any invoice remains unpaid for more than 14 days past its due date, we reserve the right to suspend access to the Service until payment is received.

8. Intellectual property

The Service, including all software, content, designs, and documentation, is owned by Chime Software Ltd and is protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms transfers any intellectual property rights to you except as expressly stated.

You may provide feedback, suggestions, or ideas about the Service. We are free to use such feedback without any obligation to you.

9. Service availability and support

We aim to provide a highly available service but do not guarantee uninterrupted access. Scheduled maintenance will be communicated in advance where reasonably practicable. We will use commercially reasonable efforts to resolve any service disruptions promptly.

Support is available during UK business hours (Monday to Friday, 09:00 to 17:30 GMT/BST) via email at support@chimesoftware.com. Enhanced support options may be available under your subscription agreement.

10. Limitation of liability

To the maximum extent permitted by law, Chime's total aggregate liability to you for any claims arising out of or relating to these Terms or the Service shall not exceed the total fees paid by you to Chime in the 12 months preceding the claim.

In no event shall Chime be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunity, even if Chime has been advised of the possibility of such damages.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Chime and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with your use of the Service in violation of these Terms, or your violation of any applicable law or the rights of any third party.

12. Term and termination

These Terms remain in effect for the duration of your Subscription Period. Either party may terminate the subscription in accordance with the terms of the applicable order form or subscription agreement.

We may suspend or terminate your access to the Service immediately if you materially breach these Terms and fail to cure such breach within 14 days of written notice.

Upon termination, your right to access the Service will cease immediately. We will make your Customer Data available for export for a period of 30 days following termination, after which it may be deleted.

13. Confidentiality

Each party agrees to keep confidential all information received from the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law.

14. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or by posting a notice on the Service at least 30 days before the changes take effect. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Terms.

15. General provisions

• Governing law: These Terms are governed by and construed in accordance with the laws of England and Wales.
• Jurisdiction: Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
• Entire agreement: These Terms, together with any applicable order form or subscription agreement, constitute the entire agreement between you and Chime regarding the Service.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: No failure or delay by Chime in exercising any right under these Terms shall constitute a waiver of that right.
• Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. Chime may assign its rights and obligations without restriction.

16. Contact

If you have any questions about these Terms, please contact us at legal@chimesoftware.com.

Chime Software Ltd
Registered in England and Wales
chimesoftware.com