Terms of Service

1. The agreement

These Terms of Service (the “Terms”) form an agreement between ClockWay Workforce Solutions Inc., an Ontario corporation (“ClockWay,” “we,” “us,” or “our”), and you. They govern your access to and use of the ClockWay mobile application, the ClockWay Desktop application, our websites, and all related software and services (together, the “Services”).

By creating an account, accepting an invitation, downloading or installing our software, or otherwise using the Services, you agree to these Terms. If you do not agree, do not use the Services. Our Privacy Policy is incorporated into and forms part of these Terms.

If you have signed a separate written agreement with us covering the Services, that agreement governs to the extent it conflicts with these Terms.

2. Definitions

• “Customer” means the business or organisation that registers a ClockWay business account.
• “Administrator” means a user with administrative permissions in a Customer’s account.
• “Authorised User” means an employee, foreman, contractor, or other individual whom a Customer invites to use the Services under its account.
• “Customer Data” means all data, records, and content submitted to or generated in the Services under a Customer’s account, including employee records, time entries, location records, timesheets, signatures, and reports.
• “you” means the Customer where you are acting on its behalf, and otherwise the individual using the Services.

3. Eligibility and authority

You must be at least sixteen years old and legally capable of entering into a contract to use the Services. The Services are workplace tools intended for business use and are not offered for personal, family, or household purposes.

If you register an account or accept these Terms on behalf of a business, you represent that you have the authority to bind that business, and “you” refers to that business. The Customer is responsible for the acts and omissions of its Administrators and Authorised Users as if they were its own.

4. Accounts and security

You agree to provide accurate registration information and to keep it current. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. Accounts are personal to the individual they are issued to and must not be shared. You must notify us promptly at support@clockwayapp.com if you suspect any unauthorised use.

Employees are signed in on one device at a time; signing in on a new device signs out the previous one. Repeated failed sign-in attempts will temporarily lock an account. You must not attempt to circumvent either of these protections.

5. What the Services do

The Services allow a Customer to record when its Authorised Users start and stop work, to record the location of the device at those moments, to define job sites and optionally require that punches occur within them, to record daily timesheets and job-costing information, to capture on-screen signatures on timesheets, to configure reminder notifications, and to produce summaries, documents, and exports from that information.

The Services record and organise information that you and your Authorised Users supply or that their devices report. We are a record-keeping tool. We do not verify the accuracy of what is recorded, we do not supervise your workers, and we do not independently confirm that a punch reflects work actually performed.

6. Not payroll, legal, or tax advice

The Services include features that transform recorded time according to settings you choose, such as rounding punches to an interval and automatically deducting unpaid break periods. Whether a particular rounding interval, break deduction, overtime calculation, or record-keeping practice complies with the employment standards, wage and hour, and record-keeping laws that apply to you is your responsibility to determine. These settings are provided as configurable tools, not as compliant defaults, and our making them available is not a representation that any configuration is lawful in your jurisdiction. You are solely responsible for the calculation and payment of wages, overtime, and benefits, and for the retention of employment records for the periods the law requires.

You should independently verify totals produced by the Services before relying on them for payroll. To the fullest extent permitted by law, we are not responsible for underpayment or overpayment of wages, for penalties, interest, back pay, or damages arising from your payroll or employment practices, or for any determination by a court, tribunal, or regulator about the adequacy of your time records.

7. Your responsibilities

As a Customer, you are responsible for the following, and you represent that you will comply with each:

• Notice and consent for monitoring. Before entering an Authorised User’s information into the Services or enabling location-verified or geofenced punches, you will provide every notice and obtain every consent, authorisation, and acknowledgement required by the laws applicable to you. This may include written notice of electronic monitoring, a written electronic-monitoring policy, notice before tracking an employee’s location, and consent to the collection and use of personal information. You accept that these obligations are yours and not ours.
• Lawful basis and purpose. You will use the Services only for legitimate employment-related purposes and only where you have the legal right to collect and use the information you enter.
• Accuracy. You are responsible for the accuracy of the wage rates, employee details, job sites, pay-period settings, and other configuration you enter, and for reviewing and correcting time records.
• Responding to your workers. You will respond to your Authorised Users’ requests to access, correct, or delete their own records, as described in our Privacy Policy.
• Access control. You will manage who has administrative access to your account and remove access promptly when someone leaves your organisation.
• Exported data. Once you export data from the Services or send it to a third-party spreadsheet or accounting tool, protecting it is your responsibility.
• Your own records. You are responsible for retaining copies of records you are legally required to keep, independently of the Services.

8. Terms for employees and foremen

If you are using the Services because your employer invited you, these Terms govern your use of the software, but your employment relationship is with your employer and not with us. We provide the Services to your employer, and your employer controls your account and the records in it, including whether location-verified punches are required and what happens to your records.

You agree to record your time honestly and accurately, to use only your own account, and not to falsify a punch or its location. Questions or disputes about your hours, your pay, your rate, or whether your location should be recorded are matters between you and your employer. We have no authority over your employment and cannot adjudicate those disputes, although we will help your employer locate the relevant records where they ask us to.

9. Fees

We do not currently charge for the Services. We reserve the right to introduce fees for the Services or for particular features in the future. If we do, we will give Customers at least thirty days’ advance notice by email to account Administrators or through the Services, setting out the fees, the billing period, and the date they take effect. You will not be charged without first agreeing to the applicable fees.

If paid plans are introduced, fees will be stated exclusive of taxes and you will be responsible for all applicable sales, use, value-added, harmonised, and similar taxes. Payments will be processed by a third-party payment processor under its own terms, and we will not store full payment card numbers. Except where the law requires otherwise, fees for a period already begun will be non-refundable, and we may suspend access to the Services for non-payment after giving notice and a reasonable opportunity to cure.

10. Acceptable use

You will not, and will not permit anyone else to:

• Use the Services in violation of any applicable law, or to infringe or misappropriate anyone’s rights.
• Falsify time or location records, or assist anyone in doing so, including by spoofing or simulating device location.
• Access another person’s account, share credentials, or attempt to circumvent authentication, access controls, session limits, or rate limits.
• Probe, scan, or test the vulnerability of the Services, or breach or attempt to breach any security or authentication measure, except under a written authorisation from us.
• Reverse engineer, decompile, or disassemble the Services, or attempt to derive their source code, except to the extent this restriction is prohibited by applicable law.
• Copy, modify, distribute, sell, sublicense, rent, or lease the Services, or make them available to any third party outside your organisation.
• Use the Services to build a competing product or service, or to benchmark them for publication without our written consent.
• Introduce malware or any code intended to disrupt or damage the Services.
• Use automated means to access the Services in a way that imposes an unreasonable load on our infrastructure, or interfere with any other user’s use of the Services.
• Remove, obscure, or alter any proprietary notice in the Services.

We may investigate suspected violations and may suspend access where we reasonably believe a violation is occurring and suspension is necessary to protect the Services or other users. Where circumstances permit, we will give notice and an opportunity to cure first.

11. Our intellectual property

The Services, including all software, source code, designs, user interfaces, text, graphics, logos, and documentation, and all intellectual property rights in them, are owned by ClockWay or our licensors and are protected by copyright, trademark, and other laws. “ClockWay” and our logo are our trademarks and may not be used without our prior written consent.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services, and to install and run our applications on devices you control, for your internal business purposes for as long as this agreement remains in effect. No other rights are granted, whether by implication, estoppel, or otherwise, and we reserve all rights not expressly granted.

Our applications distributed through the Apple App Store or Google Play are also subject to those stores’ terms. Where the Services incorporate third-party open-source components, those components are licensed under their own terms, which prevail over these Terms in respect of those components.

12. Your data

You own your Customer Data. We claim no ownership of it. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, store, display, and process Customer Data solely to the extent necessary to provide, secure, maintain, and support the Services for you, and as otherwise described in our Privacy Policy. This licence exists only to let us operate the Services and ends when the data is deleted, subject to routine backup cycles.

We do not sell Customer Data, we do not use it for advertising, and we do not use it to train artificial intelligence or machine learning models. We may generate aggregated, de-identified statistics about how the Services are used to operate and improve them, provided such statistics cannot reasonably be used to identify you, your business, or any individual.

You represent that you have all rights and permissions necessary to submit Customer Data to the Services and to authorise us to process it as described. While the Services remain active you can export your data at any time using the export features. We are not obliged to retain Customer Data after this agreement ends, except as stated in Section 19, and you should maintain your own backups of anything you need to keep.

13. Feedback

If you send us suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation to you. We welcome feedback, but please do not send us anything you consider confidential or that you expect to be compensated for.

14. Third-party services

The Services rely on third-party infrastructure and can connect, at your option, to third-party services such as Microsoft Excel, Google Sheets, and Google Drive. Where you choose to connect such a service, your use of it is governed by that provider’s terms and privacy policy, and you are responsible for the data you send to it. We do not control third-party services, we do not endorse them, and we are not responsible for their availability, security, accuracy, or acts and omissions. A third-party provider may change, restrict, or discontinue its service in a way that affects a ClockWay feature, and we are not liable for the resulting loss of functionality.

15. Availability and changes

We aim to keep the Services available and reliable, but we do not commit to any particular uptime, and we do not offer a service level agreement unless we have signed one with you separately. The Services may be unavailable during maintenance, or because of failures in networks, devices, or third-party providers, or for other reasons outside our control. The mobile application depends on your device’s connectivity, permissions, battery, and location hardware, and it may be unable to record a punch or a location if those are unavailable. You should have an alternative way to record time when the Services are not working.

We may add, modify, or discontinue features at any time. We will not make a change that materially degrades a core function of the Services for active Customers without reasonable advance notice where it is practicable to give it. If we discontinue the Services entirely, we will give Administrators at least thirty days’ notice and a reasonable opportunity to export Customer Data.

16. Disclaimer of warranties

Except as expressly stated in these Terms and to the fullest extent permitted by applicable law, the Services are provided “as is” and “as available,” without warranty or condition of any kind, whether express, implied, statutory, or otherwise. We specifically disclaim all implied warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that the Services will be uninterrupted, timely, secure, or error free; that defects will be corrected; that the Services will meet your requirements or achieve any particular result; that time, location, or payroll calculations they produce will be accurate, complete, or legally compliant; or that data will not be lost. You assume responsibility for selecting the Services and for the results you obtain from them.

Some jurisdictions do not allow the exclusion of certain warranties or conditions. In those jurisdictions, the exclusions above apply only to the extent permitted, and you may have rights that these Terms cannot limit. Nothing in these Terms excludes or limits any right or remedy that cannot lawfully be excluded or limited, including under consumer protection legislation where it applies to you.

17. Limitation of liability

To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, or data, however caused and on any theory of liability, whether in contract, tort (including negligence), strict liability, or otherwise, and whether or not the party was advised of the possibility of such damages.

To the fullest extent permitted by applicable law, our total aggregate liability arising out of or relating to these Terms or the Services will not exceed the greater of (a) the total amount you paid us for the Services in the twelve months immediately preceding the event giving rise to the liability, and (b) one hundred Canadian dollars (CAD $100). Because the Services are currently provided free of charge, you acknowledge that this cap may be limited to CAD $100.

Without limiting the foregoing, and to the fullest extent permitted by law, we will not be liable for: unpaid, underpaid, or overpaid wages, overtime, or benefits; penalties, fines, interest, back pay, or damages assessed by any court, tribunal, or regulator in connection with your employment, payroll, record-keeping, or monitoring practices; the accuracy or legal sufficiency of any time record, location record, timesheet, signature, or report produced through the Services; a punch that fails to record or records inaccurately, including because of device, permission, connectivity, or location-hardware conditions; your failure to give notice or obtain consent as required by Section 7; or the acts or omissions of any third-party service.

These limitations apply even if a limited remedy fails of its essential purpose, and they reflect an agreed allocation of risk that forms an essential basis of this agreement. They do not apply to a party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or to any other liability that cannot be limited by law. Some jurisdictions do not allow the limitation or exclusion of certain damages, so parts of this section may not apply to you.

18. Indemnification

You will defend, indemnify, and hold harmless ClockWay and its directors, officers, employees, and agents from and against any third-party claim, demand, action, or proceeding, and any resulting losses, damages, liabilities, settlements, penalties, fines, costs, and reasonable legal fees, arising out of or relating to:

1. your use of the Services in breach of these Terms or of any applicable law;
2. Customer Data, including any claim that it infringes a third party’s rights or that it was collected, used, or disclosed unlawfully;
3. your failure to provide any notice or obtain any consent required by Section 7, including in connection with location or electronic monitoring;
4. any claim by an Authorised User or former Authorised User relating to wages, hours, employment standards, privacy, or monitoring; and
5. your employment, payroll, tax, or record-keeping practices.

We will notify you promptly of any claim for which we seek indemnification, give you control of the defence and settlement subject to our right to approve any settlement that imposes an obligation or admission on us, and cooperate reasonably at your expense. This section does not apply to the extent a claim arises from our own wilful misconduct.

19. Term and termination

These Terms apply from the moment you first use the Services and continue until terminated.

You may stop using the Services at any time. A Customer may terminate by written notice to support@clockwayapp.com asking us to close its account. An Administrator may remove an Authorised User at any time.

We may suspend or terminate your access if you materially breach these Terms and do not cure the breach within thirty days of our notice, or immediately and without notice if your use creates a legal risk or a security or operational threat to the Services or to others, if required by law, or if you become insolvent. We may also terminate a free account for convenience on thirty days’ notice.

On termination, your right to use the Services ends immediately. We will make Customer Data available for export for thirty days after termination unless prevented by law or by the reason for termination, and after that we will delete or irreversibly anonymise it in accordance with our Privacy Policy. Please export anything you need before that period ends.

Sections 6, 11, 12, 13, 16, 17, 18, 20, and 21, and any other provision that by its nature should survive, will survive termination.

20. Governing law and disputes

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

You and we submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto, for the resolution of any dispute, and you waive any objection to venue or forum in those courts. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Before starting a proceeding, you agree to contact us at support@clockwayapp.com with a written description of the dispute and to allow thirty days for us to try to resolve it informally. Most disagreements can be settled this way.

To the fullest extent permitted by applicable law, each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding, and each party waives any right to a trial by jury. If this waiver is found unenforceable as to a particular claim, that claim will be severed and heard in court, and the remainder of this section will continue to apply.

To the fullest extent permitted by applicable law, any claim arising out of or relating to these Terms or the Services must be commenced within one year after the claim arose, failing which it is permanently barred. Where a statutory limitation period cannot be shortened by agreement, the statutory period applies instead.

Nothing in this section deprives you of the protection of any mandatory consumer protection law that applies to you, or of the right to bring a complaint to a privacy or employment regulator.

21. General terms

Changes to these Terms. We may amend these Terms from time to time. If a change is material, we will give at least thirty days’ notice by email to account Administrators or through the Services before it takes effect, and will update the “last updated” date above. Continuing to use the Services after a change takes effect constitutes acceptance. If you do not accept a change, you must stop using the Services and may close your account.

Entire agreement. These Terms, together with the Privacy Policy and any separate written agreement between us, are the entire agreement between the parties about the Services and supersede all prior discussions, representations, and understandings.

Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remaining provisions will continue in full force.

No waiver. A failure or delay in enforcing any provision is not a waiver of it, and no waiver is effective unless in writing.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets, on notice to you.

Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship, and neither party may bind the other. We are not the employer of any Authorised User.

Force majeure. Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including acts of God, natural disaster, epidemic, war, civil unrest, labour disruption, government action, or failure of the internet, telecommunications networks, electrical supply, or third-party hosting providers. This does not excuse an obligation to pay amounts due.

Notices. We may give notice by email to the address associated with your account or by posting in the Services, and such notice is effective when sent or posted. You must give notice to us by email to support@clockwayapp.com, or in writing to the address in Section 22.

Third-party beneficiaries. There are no third-party beneficiaries to these Terms, except that Apple Inc. and Google LLC are third-party beneficiaries of the terms applicable to applications obtained through their stores, to the extent those stores require it.

Language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

22. Contact

See also our Privacy Policy, which explains how we handle personal information and forms part of these Terms.