Terms Of Service
Reio One Limited (“we”, “our” “ShiftAI”) welcomes you (the “User/s”, or “you”) to our website at www.ShiftAI.co (the “Site”) and are happy to grant you access to the Service and/or the Site in accordance with the terms and conditions hereunder. We are a limited company, registered in England. Our registered company number is 10925704, and our registered office is at 71-75 Shelton Street, London, United Kingdom, WC2H 9JQ, United Kingdom.
These Terms and the use of the terms “you” or users” are applicable to all types of users of the Site and/or Service, including but not limited to: (i) employers/owners and their representatives/administrators (i.e. using the Site and/or Service on behalf of the employers/owners); (ii) employees and other individuals using the Site and/or Services for themselves and (iii) individuals using the Site and/or Service (or any aspect thereof) otherwise.
Note that as the Site and/or Service may enable different features, capabilities, and/or information with respect to different types of users, and accordingly the terms “user(s)” and “you” as used in these Terms will apply to the appropriate type of User(s) in the relevant circumstances.
ALL USE OF THE SERVICE SHALL BE SUBJECT TO THE FEES, FEATURES, SCOPE, DURATION AND SUCH ADDITIONAL TERMS AND CONDITIONS, WHICH ARE SPECIFIED UNDER THE CORRESPONDING SEPARATE ORDER FORM & AGREEMENT (“COMMERCIAL AGREEMENT”), INCORPORATED BY REFERENCE TO THESE TERMS, WHICH YOU HAVE AGREED TO, EXECUTED, SIGNED OR OTHERWISE AUTHORISED IN CONJUNCTION WITH THE PURCHASE OF THE RIGHT TO USE THE SERVICE. THE TERMS AND CONDITIONS OF THE COMMERCIAL AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THESE TERMS, AND ANY REFERENCE TO “TERMS” SHALL ALSO REFER TO THE THESE TERMS AS WELL AS THE COMMERCIAL AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER TO, CONNECT TO, ACCESS OR USE THE SITE AND/OR THE SERVICE.
- Service: ShiftAI is a cloud based web platform that enables corporations (“Organisation(s)”) to manage their human resources and employee benefits including, workplace risk benefits and related insurance (the “Service” or “ShiftAI”). (1) Authority to bind an Organisation. If you using the Site and/or Service (including but not limited to open ShiftAI account(s) and/or using such accounts) on behalf of an Organisation, you represent that you have the authority to bind such Organisation and each of its affiliates, directors, officers, employees, consultants and agents (“Organisation Users”) to these Terms. Where applicable reference to “you” or “your” may also refer to the relevant Organisation or Organisation User, as applicable. (2) Jurisdictional Limitation. The Service is intended for use by Organisations and Organisation Users in the UK. (3) Registering for the Service. If you are the HR manager or responsible for human resources or employee benefits in your Organisation or an authorised person to act on behalf of your organisation (“Company Administrator”) and you want your Organisation to start using ShiftAI, you can add your Organisation to ShiftAI by registering via this link: https://manager.shiftai.co/. If you want to add more details about your Organisation and what your Organisation is doing – you are more than welcome to click “settings” and add those details. (4) Use of the Service by Organisation Users. Using the Service as an Organisation User requires you to be assigned with an account (the “Employee Account”) by your Organisation. An Employee Account may be opened and assigned for you by your Company Administrator.
You must safeguard and not disclose your password to your Employee Account and supervise the use of such Employee Account. You must provide accurate and complete information for creating an Employee Account and you agree to not misrepresent your identity or your Employee Account information. You agree to keep your Employee Account information up to date and accurate. You hereby agree and consent to the fact that any and all action(s) taken under your Employee Account such as signing documents or approval of receipt of a document shall be considered as an action done personally by yourself. If you realise that your Employee Account is breached or compromised in any manner, please contact your Company Administrator immediately. Please note that specific countries may have certain specific requirements regarding the form required for signature and execution of certain types of documents, and it is your responsibility to make sure that the signature of any specific documents is made in a form enforceable and binding
Each Organisation User can, amongst other things, see and edit his/her own profile, see a limited view of his/her colleagues” profiles, manage tasks, sign and upload personal documents and forms and view any clubs to which he/she belongs. We are planning to give Organisation Users the ability to see and manage their personal insurance, request time off and enjoy any employee benefits the Organisations may choose to provide. Not all of these features and options are currently available, but we may make these additional features and options available in the future.
PLEASE NOTE: ShiftAI IS NOT A LICENSED FINANCIAL PLANNER, RETIREMENT PLAN FIDUCIARY, REGISTERED REPRESENTATIVE, BROKER, DEALER OR TAX ADVISOR, NOR DOES IT REPRESENT ITSELF AS SUCH. THE SITE AND/OR SERVICE DO NOT PROVIDE LEGAL, TAX OR FINANCIAL ADVICE AND SHOULD NOT BE USED AS YOUR SOURCE FOR MAKING ANY SUCH DECISIONS. WE STRONGLY RECOMMEND MAKING ALL YOUR FINANCIAL DECISIONS ON THE BASIS OF PROFESSIONAL AND AUTHORISED ADVICE.
In addition to Sections 4 and 5 below regarding your responsibility regarding the data and content that you provide, please note that the information provided or available by or through the Service, is inherently dynamic and may be inaccurate, incomplete or out dated. NEITHER ShiftAI NOR ANY OF ITS SERVICE PROVIDERS PROVIDE ANY WARRANTIES TO THE CREDIBILITY, ACCURACY, COMPLETENESS, FITNESS FOR PURPOSE, OR RELIABILITY OF SUCH INFORMATION.
AGE REQUIREMENT: To use the Service, you must be over the age of sixteen (16). We reserve the right to request proof of age at any stage so that we can verify that minors under the age of sixteen (16) are not using the Service. In the event that it comes to our knowledge that a person under the age of sixteen (16) is using the Service, we will prohibit and block such User from accessing the Service and will make all efforts to promptly delete any Data with regard to such User.
Neither we nor our service providers can always foresee or anticipate technical or other difficulties, which may result in failure to obtain the data from your online financial service providers or loss of data, personalization settings or other service interruptions. We do not assume any responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any User”s data, communications or personalisation settings.
You hereby appoint ShiftAI as your agent with a right to access third party internet sites, servers and documents and retrieve and use your data as described above. YOU ACKNOWLEDGE AND AGREE THAT WHEN ShiftAI ARE ACCESSING AND RETRIEVING YOUR DATA FROM THIRD PARTY SITES, ShiftAI IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. Notwithstanding anything in these Terms to the contrary, we shall not have any authority hereunder to take or have possession of any assets in the accounts maintained by such third parties or to direct delivery of any securities or payment of any funds held in such account to ourselves or to direct any disposition of such securities or funds. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you.
- PERSONAL RESPONSIBILITY: ShiftAI allows you (the Organisation and/or the Organisation User) to upload, post, publish and make available copyright able materials such as literary works, text, images, photos, videos, strips and any other proprietary materials (the “User Generated Content” or “Content”). Such User Generated Content shall remain at all times, and to the extent permitted by law, the respective property of its third party owner. You understand and agree that you are solely responsible for your User Generated Content and the consequences of posting or publishing such material, on the Site and/or through the Service, in any way.
You represent and warrant that you are the rightful owner of the User Generated Content you upload, or, that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such User Generated Content, which are required to use and to enable ShiftAI to use the User Generated Content you upload and that such User Generated Content does not infringe any third party’s copyright or other rights. You agree that you will not post or upload any User Generated Content containing content which is unlawful for you to possess, post or upload in the country in which you are resident, which is against any internal policies or regulations of the Organisation for which you may work, or which it would be unlawful for ShiftAI to use or possess in connection with the Service. ShiftAI explicitly reserves the right to remove the User Generated Content without giving any prior notice, at its sole discretion.
When you upload, post, publish or make available any User Generated Content or use such User Generated Content, you grant ShiftAI an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, sub-licensable and worldwide license, to use, reproduce, distribute, transmit, make derivative works of, display, copy, make available and perform that User Generated Content, along with your name, details, trade-marks, service-marks and logos, only in connection with the Service and/or Site, whether through the Internet, any mobile device or otherwise, in any media formats and through any media channels known today and developed in the future.
- USER RESTRICTIONS: There are certain conducts which are strictly prohibited on the Site and as part of the Service. Please read the following restrictions carefully. Your failure to comply with the provisions set forth may result herein (at ShiftAI”s sole discretion) in the termination of your access to the Site/Service and may also expose you to civil and/or criminal liability.
You may not, whether by yourself or anyone on your behalf:(i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Content at this Site and/or the Service, including without limitation any Java applets associated with the Service, in any way or publicly display, perform, or distribute them; (ii) make any use of the Content on any other website or networked computer environment for any purpose, or replicate or copy the Content without ShiftAI”s prior written consent; (iii) create a browser or border environment around ShiftAI Content (no frames or inline linking); (iv) interfere with or violate any other Site visitor”s or user”s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of this Site without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data- mine; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (vi) transmit or otherwise make available in connection with this Site any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vii) interfere with or disrupt the operation of this Site, or the servers or networks that host this Site or make this Site available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (viii) sell, license, or exploit for any commercial purposes any use of or access to the Content or this Site; (ix) frame or mirror any part of this Site without ShiftAI”s prior express written authorization; (x) create a database by systematically downloading and storing all or any of the Content from this Site; (xi) forward any data generated from this Site without the prior written consent of ShiftAI; or (xii) transfer or assign your Employee Accounts” password, even temporarily, to a third party; (xiii) use this Site for any illegal, immoral or unauthorised purpose; (xiv) use the Site, the Service, the Content for non-personal or commercial purposes without ShiftAI”s express prior written consent; or (xv) infringe or violate any of the Terms.
REPRESENTATIONS: Your use of the Service (or any part thereof) is dependent on the fact that you hereby represent and warrant that (i) you possess the knowledge and judgment necessary to decide whether to use the Service or otherwise rely on any information available therein; (ii) you acknowledge that you may not solely rely on any content or any features you find on or through the Service; (iii) you acknowledge that there are risks in using the Service, and that ShiftAI cannot and does not guarantee any specific outcomes from such use, and you hereby assume all such risks, liabilities and/or harm of any kind arising in connection with and/or resulting from such use; (iv) you possess all necessary ownership rights, either through yourself or through receipt of necessary consent or permission, to use the Service; (v) you possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the Service in accordance with these Terms, and to fully perform your obligations hereunder; (vi) if you connect to, access or use the Service on behalf of any third party you represent and warrant that you are duly authorised under any applicable law to represent such third party in connection with these Terms and to commit it to be bound by these Terms, and hereby make all representations and warranties herein on both your and its behalf; (vii) you possess any and all consents required under any applicable laws, regarding the posting of any personal information of others to the Service, and shall adhere to any applicable laws regarding such information; (viii) the execution of the Terms does not and will not violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject; (ix) you acknowledge that you are solely responsible for complying with applicable laws regarding your use of the Service; and (x) you will not infringe or violate any of the Terms.
INTELLECTUAL PROPERTY: The Service, the design, logos, graphics, images, as well as the selection, assembly and arrangement thereof, ShiftAI”s proprietary software, algorithms and all intellectual property rights pertaining thereto, including inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, photographs, designs (including the “look and feel” of the Service and any part thereof), specifications, methods, processes, algorithms, data, technical information, technology, interactive features, source code and objects, files, interfaces, interface graphics and trade secrets, whether or not registered or registerable (collectively, “Intellectual Property”), are owned and/or licensed to ShiftAI and are subject to copyright and other applicable intellectual property rights under local law, foreign laws and international conventions. Unless expressly permitted in these conditions, you may not copy, distribute, display, publicly perform, make available to the public, disassemble, separate, modify, sublicense to, commercial use, sell, rent, lend, process, connect, perform “reverse-engineer “, combine with other software, translate, modify, or create derivative works of any material that is subject to ShiftAI”s proprietary rights, including ShiftAI”s intellectual property, either by yourself or by someone acting on your behalf, in any way or by an means.
All logos and other proprietary identifiers used by ShiftAI in connection with the Service, (“ShiftAI Trademarks”) are all trademarks and/or trade names of ShiftAI, whether or not registered. All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Service belong to their respective owners (“Third Party Marks”). No right, license, or interest to ShiftAI Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to ShiftAI Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein.
You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of ShiftAI and/or its licensors, including copyright mark [“] or trademark [” or “] contained in or accompanying the Service, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of ShiftAI marks and logos, whether registered or not. To avoid any doubt, the above under this Section 11, DOES NOT apply to your User Generated Content.
12: NON-ADVISED BASIS: The Site and/or Service DO NOT include any legal, regulatory, accounting, tax or other professional advice, and you will rely solely upon your own advisors with respect to such advice ShiftAI does not provide you or any user with professional advice regarding compliance, data privacy or other relevant applicable law in the jurisdictions in which you use the Site and/or Service. Without derogating from the generality of the foregoing, if you are provided through the Site and/or Service with any professional information, it is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any such information without first seeking independent professional advice from a person who is licensed and/or qualified in the applicable area.
You will be solely responsible for: (i) compliance with any and all applicable laws, rules, and regulations affecting your business; and (ii) any use you may make of the Site and/or Service to assist in complying with any such laws, rules, or regulations.
You acknowledge that ShiftAI exercises no control over specific human resource practices implemented using the Site and/or Service or as to decisions as to employment, promotion, advancement, termination, notification, or compensation of any employee or authorised user of the Site and/or Service. ShiftAI hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Site and/or Service.
13: DISCLAIMER: This section contains disclaimers of ShiftAI”s warranties and liabilities under these terms. The Site and/or Service, including without limitation any Content (other than User Generated Content for which the terms set out in section 5 above shall apply) are provided on an “as is” basis, without any warranties of any kind, express or implied, including but not limited to warranties of title or non-infringement or implied warranties of use, merchantability or fitness for a particular purpose or use. ShiftAI disclaims and makes no representations or warranties regarding the use, the inability to use or operate, or the results of the use of the Site and/or Service (including the results related to optimal fees) nor does it makes any representations or warranties as to the accuracy, quality, availability, reliability, suitability, completeness, truthfulness, usefulness, or effectiveness of any content featured on the Site.
Save as where specifically set out in these Terms, ShiftAI assume no responsibility for any loss, injury and/or damages incurred as a result or in connection with the use of the Site and/or Service, or any decision made or action taken or not taken in reliance on the Content, the site and any and all information which is derived from the use of the Site and/or Service.
ShiftAI does not warrant that the operation of the Site is or will be secure, accurate, complete, uninterrupted, without error, or free of viruses, worms, other harmful components, or other program limitations.
14: LIMITED LIABILITY: This section contains limitations of ShiftAI”s liability under these Terms.Nothing in these Terms shall limit or exclude ShiftAI”s liability to you: (1) for death or personal injury caused by our negligence; (2) for fraudulent misrepresentation; (3) for breach of any term implied by the Consumer Rights Act 2015 and which, by law, may not be limited or excluded; (4) for any other liability that, by law, may not be limited or excluded.
Subject to this, in no event shall we be liable to you for any business losses, or for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses, and any liability we do have for losses you suffer arising from the Terms shall be limited to fees actually paid for ShiftAI services by you to ShiftAI within a three (3) months period preceding the occurrence of the respective loss and is strictly limited to losses that were reasonably foreseeable. Losses are foreseeable when they could be contemplated by you and us at the time your order is accepted by us.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control.
- INDEMNIFICATION: You agree to defend, indemnify and hold harmless ShiftAI and its service providers from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to legal fees) arising from: (i) your use of the Site and/or Service; (ii) your violation of any term of these Terms; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of the Site and/or Service (including your violation of any third party rights); and (iv) any claims for financial or other kind of damages arising out of any decision made or action taken or not taken in reliance on the use of the Site and/or Services (including but not limited to the use of the Content and results related to optimal fees).
You agree that ShiftAI”s service provider is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if Service Provider were a party to this Agreement.
- CHANGES TO SERVICE: ShiftAI may change the Terms from time to time, at its sole discretion and without any notice. We will notify regarding substantial changes of these Terms on the homepage of the Site and/or we will send you an e-mail regarding such changes to the e-mail address that you provided in the registration form. Such substantial changes will take effect three (3) days after such notice was provided on our website or sent by email. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Site after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. At any time, ShiftAI may block your access to the Site and/or Service temporarily or permanently limit, suspend or terminate your account, for any reason, at its sole discretion, in addition to any other remedies that may be available to ShiftAI under any applicable law. Such actions by ShiftAI may be taken if ShiftAI deems that you have breached any of these Terms in any manner.
Additionally, ShiftAI may at any time, at its sole discretion, cease the operation of the Site and/or Service or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that ShiftAI does not assume any responsibility with respect to, or in connection with the termination of the Site and/or Service operation and loss of any data. The provisions of the Intellectual Property, Disclaimer and Warranties, Limitation of Liability, Indemnification and General sections, will survive the termination, or expiration of the Terms.
- OTHER TERMS: These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to this Site and/or Services or use of this Site and/or Services will be governed by and interpreted in accordance with the laws of England. Any dispute arising out of or related to your use of this Site will be brought in, and you hereby consent to exclusive jurisdiction of the courts of England and Wales. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without ShiftAI”s prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms are the entire terms and conditions between you and ShiftAI relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and ShiftAI. Notices to you may be made via email or regular mail. This Site may also provide notices of changes to these Terms or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Last Revised: 23/11/2020