Terms of Service

These Terms of Service ("Terms") govern your access to and use of the WBSync service. Please read them carefully. By creating an account, clicking to accept these Terms, or using the Service, you agree to be bound by them. If you do not agree, do not access or use the Service.

The Service is provided to businesses and other organisations only. It is not offered to, intended for, or directed at consumers. By accepting these Terms you confirm that you are acting for purposes relating to your trade, business, craft or profession, and not as a consumer. Statutory consumer-protection and distance-selling cooling-off rights therefore do not apply.

1. Who we are and what these Terms cover

These Terms are a legal agreement between WBSync Ltd, a private company limited by shares registered in the Republic of Ireland (CRO no. 817394), registered office Irishtown, Ardee, Co. Louth, Ireland ("WBSync", "we", "us", "our"), and the organisation that subscribes to or uses the WBSync service ("Customer", "you", "your").

They govern your access to and use of the WBSync platform — the web application at app.wb-sync.com, the installable mobile app (PWA), the application programming interfaces (APIs), and any related documentation and support (together, the "Service"). If you are accepting on behalf of an organisation, you represent and warrant that you have authority to bind that organisation, and "you" means that organisation.

2. Definitions

• Customer Data — all data, content and files you or your Authorised Users submit to, upload to, or generate in the Service, including labour entries, work breakdown structures, cost codes, clock events ingested from your time system, site diaries, claims, photos and notes.
• Authorised User — an individual you permit to access the Service under your account (e.g. project managers, foremen, quantity surveyors, administrators), and any "operative" record you create.
• Operative — a worker whose hours are tracked in the Service. Billing is based on active operatives (see §5).
• Subscription — your paid (or trial) plan, tier and billing period.
• Documentation — the help centre, guides and API docs we publish.
• Output — any calculation, analytic, report, forecast, earned-value or cost/schedule figure, or other result the Service generates from Customer Data.

3. The account and Authorised Users

You are responsible for: (a) all activity that occurs under your account; (b) keeping all credentials secure and confidential; (c) the acts and omissions of your Authorised Users as if they were your own; and (d) ensuring your Authorised Users comply with these Terms and the Acceptable Use Policy.

You must provide accurate, current and complete account and billing information and keep it up to date. We support role-based permissions and an audit log; you are solely responsible for assigning roles and access appropriately within your organisation, and for any consequences of how you configure them. We are entitled to rely on instructions and actions taken through your account.

4. The Service, your clock-in system, and third-party services

WBSync turns site hours into earned-value insight. It ingests clock events from third-party time-and-attendance systems through an open API; WBSync does not sell, operate or warrant clock-in hardware or time-and-attendance systems itself. You are responsible for your own clock-in system, your contract with that vendor, and the accuracy, completeness and lawfulness of the data you feed into WBSync.

The Service may interoperate with, link to, or depend on third-party products and services (for example payment processing, email delivery, hosting, time-and-attendance feeds, and optional integrations you enable such as chat-ops webhooks). Those products and services are provided by the relevant third parties under their own terms, and we are not responsible or liable for any third-party product or service, or for any act or omission of a third-party provider, including any interruption, change, discontinuation, or data loss caused by them.

From time to time we may make beta, trial, preview, "early access" or evaluation features available. These are provided "AS IS", may be changed or withdrawn at any time, are excluded from any warranty and from any availability or support commitment, and you use them at your own risk.

We may improve, change, add or remove features over time. We will not materially reduce the core functionality of a paid tier during a paid term without giving reasonable notice.

5. Subscriptions, billing and the per-operative model

Free trial. New accounts may start a free trial (currently 30 days). At the end of the trial the account moves to a paid plan or is suspended until you subscribe. We may change or withdraw trial terms for future sign-ups at any time, and may decline, limit, or end a trial at our discretion.

Per-operative billing. Subscriptions are billed by the number of active operatives — a worker with at least one logged hour in the trailing 30 days. Staff and management user seats (PM, foreman, QS, admin) are unlimited on every paid tier. Current tiers and prices are published at our pricing page.

Plan entitlements and overage. Each tier carries entitlements (including active-operative bands and limits on the number of live projects). If your usage exceeds the entitlements of your tier, we may, with notice, move you to the appropriate higher tier for the relevant period and adjust fees accordingly, and/or apply reasonable overage charges, and/or limit the creation of further records until you upgrade. You authorise these adjustments.

Billing periods and payment. You may pay monthly or annually; annual prepayment is charged at a discount. Fees are stated exclusive of VAT and other taxes, which are added where applicable. Payments are processed by our payment provider (Stripe). You authorise us and our payment provider to charge your chosen payment method, on a recurring basis, for your chosen plan and billing period, plus applicable taxes, until you cancel.

Upgrades, downgrades and proration. Upgrades take effect immediately and are charged on a pro-rata basis for the remainder of the then-current billing period. Downgrades take effect at the start of the next billing period; we do not provide refunds or credits for downgrades, reductions in usage, or unused capacity within a period.

Renewal. Subscriptions renew automatically for a further period of the same length at the then-current price unless cancelled before the renewal date through the account's billing controls. By subscribing you consent to automatic renewal.

Non-payment. If a charge fails, we may retry it, restrict features, and/or suspend or terminate access until the balance (including any taxes and reasonable recovery costs) is paid. Overdue amounts carry interest and compensation at the statutory rate for late payment in commercial transactions under the European Communities (Late Payment in Commercial Transactions) Regulations 2012. Data is retained during suspension for the period described in §11.

Price changes. We may change prices; changes apply from your next renewal, and we will give reasonable notice before they take effect.

Taxes. You are responsible for all taxes, duties and levies associated with your Subscription other than taxes on our net income. You must provide a valid VAT number where required and accurate tax-location information; you are responsible for any under-collected tax resulting from inaccurate information you provide.

6. Cancellation, refunds and trials

You may cancel at any time, effective at the end of the then-current billing period. Except where a refund is required by mandatory applicable law, all fees are non-refundable, including annual and other prepayments, and cancelling, downgrading or not using the Service does not entitle you to any refund or credit for the current or any prior period. As stated above, the Service is supplied to businesses only and no consumer cooling-off right applies.

7. Your data and our role

As between you and us, you own all Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display and otherwise use Customer Data solely to provide, secure, support and improve the Service, to comply with law, and as described in our Privacy Policy. We may also create and use aggregated and/or de-identified data that does not identify you, your Authorised Users or any individual for any lawful business purpose.

Where we process personal data contained in Customer Data on your behalf, we act as your processor and you act as controller; that processing is governed by our Data Processing Agreement ("DPA"), which is incorporated into and forms part of these Terms. You are solely responsible for: having and maintaining a lawful basis to collect, load and process that data; providing all required notices to, and obtaining all required consents from, your workers and other data subjects; and the accuracy and lawfulness of the data you submit. We act as controller for account, billing and marketing data we collect about you and your administrators, as described in the Privacy Policy.

8. Acceptable use and security

You must use the Service in accordance with the Acceptable Use Policy, which forms part of these Terms. You must not misuse the Service, attempt to breach its security or tenant isolation, access data that is not yours, or use it to violate any law or third-party right.

We apply technical and organisational security measures described in the DPA and our public security materials. No service is completely secure. You are responsible for configuring access within your organisation, for the security of your own systems and credentials, and for your Authorised Users' conduct.

9. Availability, support and changes

We provide the Service on a commercially reasonable-efforts basis. We do not warrant or commit to any particular level of uptime, availability, response time or support, and no service credits are offered, unless we have signed a separate written service-level agreement with you. We may perform maintenance, and may suspend the Service (in whole or in part) where reasonably necessary for maintenance, security, legal or operational reasons, in each case without liability to you; where practicable we will give advance notice of planned maintenance.

Support is provided digitally (in-app help centre, email, and, for applicable tiers, scheduled calls) on a reasonable-efforts basis.

10. Intellectual property

We and our licensors own all right, title and interest in and to the Service, including all software, design, look and feel, trademarks (including "WBSync"), Documentation, and all improvements and derivatives, and including any Output except for the Customer Data it is derived from. These Terms grant you only a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during your Subscription for your internal business purposes. You obtain no rights in the Service except as expressly granted. You must not copy, modify, translate, adapt, reverse-engineer, decompile, disassemble, create derivative works of, frame, mirror, resell, sublicense or otherwise commercially exploit the Service, except to the limited extent these restrictions are prohibited by mandatory law.

Feedback. If you send us suggestions, ideas or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you.

11. Suspension, termination and data after termination

We may suspend or terminate your access (in whole or in part) if: you materially breach these Terms (including non-payment or breach of the AUP) and, where the breach is capable of cure, fail to cure it within a reasonable period after notice; or immediately where we reasonably believe it is necessary for security, legal, safety, or fraud-prevention reasons, or to comply with law or a regulator. We may also terminate any Subscription for convenience on notice, in which case your sole remedy is a pro-rata refund of fees you have pre-paid for the unused portion of the then- current term.

You may export your Customer Data using the Service's export tools at any time during your Subscription. We are not obliged to retain or provide Customer Data after termination or expiry. As a courtesy, and unless prohibited by law or our security needs, we will generally keep export available for 30 days after termination, after which Customer Data may be permanently and irretrievably deleted. After termination we will delete or anonymise Customer Data in line with our retention practices and the DPA; residual copies expire from encrypted backups within the backup-retention period (currently up to 120 days). See the Privacy Policy and DPA for detail.

12. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care. Except for that limited warranty, and to the maximum extent permitted by law, the Service, the Documentation and all Output are provided "AS IS" and "AS AVAILABLE", and we disclaim all other warranties, conditions, representations and terms of any kind, whether express, implied, statutory or otherwise, including any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, title and non-infringement, and any terms implied by the Sale of Goods and Supply of Services Act 1980 (to the extent they may lawfully be excluded in a business-to-business contract).

We do not warrant that the Service or any Output will be uninterrupted, timely, secure, error-free, or free from loss or corruption of data, that defects will be corrected, or that the Service will meet your requirements.

Output is informational only. Earned-value, cost, schedule, productivity, payroll and similar Output is generated automatically from the data you provide and depends entirely on that data. It is not professional, accounting, legal, payroll or engineering advice, is not a substitute for your own checks and professional judgement, and must not be relied on as the sole basis for any decision. You are solely responsible for all commercial, payroll, contractual, safety and other decisions you make using the Service or its Output, and for verifying any figure before you rely on it.

For any breach of the limited warranty above, your sole and exclusive remedy, and our entire liability, is for us to use reasonable efforts to re-perform or correct the affected Service or, if we cannot do so within a reasonable time, to terminate the affected Subscription and refund the fees you pre-paid for the unused portion of the then-current term.

13. Limitation of liability

Nothing in these Terms excludes or limits either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited under applicable law. Your payment obligations and each party's indemnity obligations under §14 are not subject to the exclusions or cap in this §13.

Subject to the paragraph above, and to the maximum extent permitted by law:

(a) Excluded losses. Neither party will be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: indirect, special, incidental, punitive or consequential loss; loss of profits, revenue, turnover, business, contracts, anticipated savings, or goodwill; loss of, or damage to, or corruption of, data; loss arising from business interruption; or loss arising from your reliance on the Service or any Output — in each case even if the loss was foreseeable or the party was advised of its possibility.

(b) Liability cap. Each party's total aggregate liability arising out of or in connection with these Terms (including the DPA and any claim relating to data protection) — taken together across all claims — is limited to the total fees you actually paid to us under your Subscription in the twelve (12) months immediately before the event first giving rise to the liability. Where no fees were paid in that period (including during a free trial), our total aggregate liability is limited to €100.

(c) Allocation of risk. You acknowledge that the fees reflect the allocation of risk in these Terms and that these limitations are a reasonable and essential basis of the bargain between us.

(d) Application. These exclusions and limits apply to all liability arising out of or in connection with these Terms, regardless of the form or cause of action (whether in contract, tort, negligence, breach of statutory duty, restitution or otherwise), apply even if a remedy is found to fail of its essential purpose, and survive termination of these Terms.

14. Indemnity

You will defend, indemnify and hold harmless WBSync and its officers, employees and agents from and against all claims, demands, proceedings, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your Customer Data, including any claim that it infringes or misappropriates a third party's rights or breaches any law; (b) your or your Authorised Users' use of the Service in breach of these Terms, the AUP, or any law; (c) your failure to have a lawful basis, or to give required notices or obtain required consents, for the personal data you process through the Service; or (d) any dispute between you and any of your Authorised Users, workers, customers or subcontractors.

We provide no indemnities. If a third party claims that your authorised use of the Service (as provided by us and used in accordance with these Terms) infringes its intellectual-property rights, we may at our option and expense: procure the right for you to continue using the Service; modify or replace the affected part so it is non-infringing; or, if neither is reasonably available, terminate the affected Subscription and refund the fees you pre-paid for the unused portion of the then- current term. This paragraph states our entire liability for third-party intellectual-property claims.

Indemnity procedure. Our right to indemnification is conditional on us: notifying you of the claim without undue delay (a delay does not relieve you except to the extent you are actually prejudiced); giving you the option to assume sole control of the defence and settlement (except that any settlement which imposes any non-monetary obligation or admission on us, or which does not unconditionally release us, requires our prior written consent); and providing reasonable cooperation at your expense. We may participate in the defence with our own counsel at our own cost.

15. Confidentiality

Each party (the "recipient") may receive confidential information of the other. The recipient will protect it with at least reasonable care, use it only to perform under these Terms, and not disclose it except to its personnel and advisers who need it and are under equivalent duties, or where disclosure is required by law (giving notice where lawful). Customer Data is your confidential information; the Service, Documentation and non-public pricing are our confidential information. This clause does not apply to information that is or becomes public through no fault of the recipient, was lawfully known before disclosure, or is independently developed.

16. Force majeure

Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil unrest, strikes or labour disputes, governmental action, failures or interruptions of the internet, telecommunications, hosting, power or third-party services, and cyber-attacks (including denial-of-service attacks). The affected party will use reasonable efforts to mitigate the effect. If a force- majeure event continues for more than 60 days, either party may terminate the affected Subscription on notice.

17. Changes to these Terms

We may update these Terms from time to time. For material changes we will give reasonable advance notice (for example by email to the billing contact or an in-app notice). Your continued use of the Service after the effective date of an update means you accept the updated Terms; if you do not accept them, you must stop using the Service. The current version, with its version number and effective date, is always published at this page.

18. Governing law and disputes

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, their subject matter or formation, are governed by the laws of Ireland. The parties submit to the exclusive jurisdiction of the courts of Ireland in respect of any such dispute or claim, regardless of where the Customer is located. To the maximum extent permitted by law, any claim arising out of or relating to these Terms or the Service must be commenced within twelve (12) months after the cause of action accrues; otherwise it is permanently barred.

19. General

Order of precedence. If there is a conflict, the following order applies (highest first): for data-protection matters, the DPA; then these Terms; then the AUP, Privacy Policy and Cookie Policy; then any page or Documentation. Entire agreement. These Terms (with the DPA, AUP, Privacy Policy and Cookie Policy) are the entire agreement between us on their subject matter and supersede all prior discussions, and neither party has relied on any statement not set out in them (except this does not exclude liability for fraud). Any purchase order or other Customer document is for administrative convenience only and its terms have no effect. Survival. Clauses that by their nature should survive termination do so, including §§6, 7, 10–16, 18 and 19. Assignment. You may not assign or transfer these Terms without our prior written consent; we may assign or novate them to an affiliate or in connection with a merger, reorganisation or sale of assets. Subcontracting. We may use subcontractors and subprocessors to provide the Service. Publicity. We may identify you as a WBSync customer and use your name and logo in our customer lists and marketing; you may opt out at any time by emailing legal@wb-sync.com. Notices. We may give notices by email to your billing/admin contact or by in-app notice; you must send formal legal notices to legal@wb-sync.com. No partnership. Nothing creates a partnership, agency, joint venture or employment relationship. No third-party beneficiaries. No one other than the parties has any right to enforce these Terms. Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in effect. Waiver. A failure or delay in enforcing a provision is not a waiver. Export and sanctions. You warrant that you and your Authorised Users are not subject to applicable sanctions and will comply with applicable export-control and sanctions laws.

20. Contact

Questions about these Terms: legal@wb-sync.com WBSync Ltd, Irishtown, Ardee, Co. Louth, Ireland (CRO no. 817394)