Terms of Service

Filax is provided by [company legal name], a company registered in [country of registration] under number [registration number], whose registered office is at [registered office address] (“Filax”, “we”, “us”).

These terms are for organisations, not for consumers. They form a contract between us and the organisation that signs up for, or starts a trial of, the Service (“you”, the “Customer”). By accepting these terms, or by using the Service, the person acting for the Customer confirms that they are authorised to bind it.

If you have signed an order form or a separate agreement with us, it applies together with these terms. Where the two conflict, the signed document prevails.

• Service means Filax: the web application at filax.io, including its version for phones, used to plan rotas, check them against staffing rules, handle leave, sick calls and shift swaps, and tell staff about their shifts.
• Customer Data means the information you or your Users put into the Service, including information about your staff.
• User means a person you allow to use the Service under your account: managers, department admins and staff members.
• Person on the rota means a member of your staff who is active on your rota on the last day of a calendar month, whether or not they are given a shift that day. Somebody who leaves during the month, and is no longer on your rota on its last day, is not counted for that month. Everybody on your rota on that day is counted, including somebody on leave for the whole month. A person on the rotas of more than one of your departments is counted once, under their main department: the department their contract is with.
• Data Protection Law means the EU General Data Protection Regulation (Regulation (EU) 2016/679) and the national laws that apply alongside it, including, in Cyprus, Law 125(I)/2018.

We provide the Service to you, and let your Users use it, for your own internal business purposes while this agreement lasts.

The Service helps you plan and publish rotas, checks them against the staffing and working-time rules you set up in it, lets staff see their own shifts and make requests, and sends notifications by email and, where text messages are switched on, by text message.

We improve and change the Service over time. We will not make a change that materially reduces its core functions during a period you have already paid for without telling you in advance.

We may offer you a free trial of the Service for 30 days, or for another period we agree with you. The trial is free of charge: at its end you decide whether to continue, and nothing is charged unless you do.

During a trial the Service is provided as it is, and the support described under “Availability, support and changes” is given as far as we can manage rather than promised. Either of us may end the trial at any time. If you do not continue, “When the agreement ends” applies to your data.

You decide who uses the Service under your account. The managers you appoint can invite department admins and staff, and give them access to the departments they work in.

Users sign in with their email address: we send them a sign-in link or code instead of asking for a password. Each User must use their own access and keep their email account secure.

You are responsible for your Users’ use of the Service, for keeping your list of Users up to date, and for removing access promptly when someone leaves or should no longer have it. Tell us straight away at hello@filax.io if you suspect that someone has gained access without permission.

You are responsible for:

• the accuracy of the information you put into the Service, including staff details, contract hours, qualifications, and the rules and minimum staffing levels you set up;
• checking each rota before you publish it, and the rotas you publish and the decisions you make with them;
• complying with the employment, working-time, health and safety and staffing laws, and the collective agreements, that apply to you;
• telling your staff how their personal data is used in the Service, and having a lawful basis for putting it there; and
• the devices, internet access and email accounts your Users need to use the Service.

You must not, and must not allow anyone else to:

• put patient information or clinical records into the Service: it is built for staffing, not to hold them;
• use the Service unlawfully, or to store or send anything unlawful, harmful or infringing;
• try to reach accounts, data or parts of the Service you are not authorised to use, or test its security without our written permission;
• interfere with the Service, overload it, or introduce malicious code into it;
• copy, modify or reverse engineer the Service, or use it to build a competing product, except as the law expressly allows; or
• resell or sublicense the Service, or make it available to anyone other than your Users.

You own your Customer Data. You allow us to host, copy, process and display it only as needed to provide, secure and support the Service, and as these terms or the law require.

For the personal data in your Customer Data, such as your staff’s names, contact details, shifts, availability, leave and sickness absence, you are the controller and we act as your processor under Data Protection Law. As your processor, we will:

• process that personal data only on your documented instructions, which are these terms and your use of the Service, unless the law requires otherwise, in which case we will tell you first where the law allows;
• make sure the people we authorise to process it are bound by a duty of confidentiality;
• keep appropriate technical and organisational measures in place to protect it;
• use sub-processors only under written terms that protect the data in the same way, list them in our Privacy Notice, and tell you before we add or replace one, so that you can object; if we cannot resolve your objection, you may end the agreement before the change takes effect, with no penalty and with a refund of any fees paid for the period after it ends;
• help you, as far as the nature of the processing allows, to answer requests from people exercising their rights, and to meet your obligations on security, breach notification and data protection impact assessments;
• tell you without undue delay after we become aware of a personal data breach affecting your Customer Data;
• delete or return the personal data when the agreement ends, as described under “When the agreement ends”; and
• make available the information needed to show that we meet these obligations, and allow for and contribute to reasonable audits.

Some Customer Data, such as a record that a member of staff is off sick, is health data, a special category of personal data. You are responsible for having a lawful basis to process it, and we process it only to provide the Service.

If you need a separate data processing agreement, ask us at hello@filax.io.

For the personal data we handle for our own purposes, such as the details of people who contact us or sign up, we are the controller, as our Privacy Notice explains.

After any trial, the fee is €6.50 per person on the rota, per month, unless we agree a different price with you in writing. There is no minimum number of people and no fixed term: each month, you pay for the people who are on your rota at the end of it. If you continue after a free trial, the month in which the trial ends is not charged: billing starts with the first full calendar month after it.

We invoice monthly in arrears, once the month’s count is known, and invoices are due within 30 days, payable by bank transfer, or by card if you add one, in which case the card is charged when the invoice is issued. Fees do not include VAT or other taxes, which are added where the law requires.

You may instead pay for a year at once, starting on the first day of a month, at ten times the monthly fee for the people on your rota as counted for the month before it starts. At the end of the year, each month’s count is compared with that number: each extra person is charged ten-twelfths of the monthly fee for each month they were counted, and each missing person is credited the same. A year paid at once does not renew by itself: when it ends, you pay monthly again unless you choose another year. If we change the fee during a paid year, a new fee applies to it only from the next year, and if the agreement ends during a paid year, the yearly price no longer applies to it: the months already used are charged at the monthly fee, for the people counted in each, and we refund what you paid for the year beyond that — or invoice the difference, if those months come to more.

We may change the fee by telling you at least 30 days in advance. The new fee applies from the first billing month after that notice ends, and if you do not accept it, you may end the agreement before it applies.

We will remind you on the day an invoice falls due, and again a week later if it is still unpaid. If it is still unpaid 30 days after its due date, we may suspend the Service as described under “Suspension”. A late payment also carries the statutory interest and the fixed €40 recovery charge that Cyprus law provides for late payment between businesses.

We work to keep the Service available and working well, but we do not promise that it will be uninterrupted or free of errors. When we need to carry out maintenance, we try to do it at quiet times and to warn you in advance of planned work that will noticeably affect you.

We provide support by email at hello@filax.io.

You are responsible for keeping any copies of rotas that the law requires you to keep, for example by printing them from the Service.

The Service relies on other providers for hosting, databases, email and text messages. We choose them carefully and remain responsible for the Service, but we cannot guarantee that an email or text message will be delivered, or delivered on time, once it has left our systems.

We and our licensors own the Service, including its software, design and documentation, and all intellectual property rights in it. These terms let you use the Service while the agreement lasts; they do not transfer any of those rights to you.

You own your Customer Data. If you send us suggestions or feedback, we may use them freely, without any obligation to you.

Each of us will keep the other’s confidential information confidential, use it only for the purposes of this agreement, and share it only with people who need it for those purposes and are bound to keep it confidential. Your Customer Data is your confidential information.

This does not apply to information that is or becomes public through no fault of the one who received it, that it already had or developed independently, or that the law requires it to disclose, in which case, where the law allows, it will tell the other first.

Filax is a tool to help you plan and run staff rotas. In particular:

• It is not a medical device. It does not hold patient records, and it must not be used to make clinical decisions.
• It does not give legal advice. It checks rotas against the rules and thresholds set up in it, which may not cover every law, agreement or circumstance that applies to you. A check that passes does not mean a rota is lawful, and a warning does not replace your own judgement.
• It is not an emergency alerting system. Notifications, including sick-call alerts, can be delayed or fail, and must not be your only way of covering a shift on which patient safety depends.

Every staffing decision remains yours, including every rota you publish.

We will provide the Service with reasonable skill and care. Each of us confirms that it has the authority to enter into this agreement.

Apart from what these terms expressly say, and to the extent the law allows, the Service is provided without any other warranty, condition or representation, including as to its fitness for a particular purpose or that it will meet all of your requirements.

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

Subject to that, neither of us is liable to the other for any loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, however it arises.

Also subject to that, each party’s total liability arising out of or in connection with this agreement in any 12-month period is limited to the greater of the fees paid and payable by you in the 12 months before the event that gave rise to the claim, and €5,000. This limit does not apply to your obligation to pay fees, or to the commitments under “Indemnities”.

We are not responsible for loss caused by decisions you or your Users make, including staffing decisions, by information you put into the Service being wrong, or by events outside our reasonable control.

We will defend you against any claim by a third party that your use of the Service in line with these terms infringes its intellectual property rights, and pay any amounts finally awarded against you or agreed in settlement. If such a claim is made, or we believe it may be, we may change the Service so that it no longer infringes, obtain the right for you to keep using it, or end the agreement and refund any fees paid for the period after it ends.

You will defend us against any claim by a third party arising from your Customer Data, or from a breach of “Acceptable use” by you or your Users, and pay any amounts finally awarded against us or agreed in settlement.

Whichever of us is asking to be defended must tell the other promptly about the claim, let the other control its defence and any settlement, and give reasonable help.

We may suspend access to all or part of the Service if an invoice stays unpaid as described under “Fees and payment”, if we reasonably believe the Service is being used in breach of “Acceptable use”, or if suspending it is necessary to protect the security or integrity of the Service or of other customers. Where we can, we will warn you first, limit the suspension to what is necessary, and restore access as soon as the reason for it has been resolved. While the Service is suspended for an unpaid invoice, rotas cannot be changed or published and no texts are sent, but your staff can still see the rota already published, none of your data is deleted, and paying the invoice lifts the suspension.

This agreement starts when you accept these terms or first use the Service, and continues from month to month until either of us ends it.

You may end it at any time by telling us at hello@filax.io: it ends at the end of the billing month in which you tell us. We may end it by giving you at least 30 days’ notice.

Either of us may end it straight away, by notice, if the other seriously breaches these terms and, where the breach can be put right, does not put it right within 30 days of being asked to, or if the other becomes insolvent or stops doing business.

When the agreement ends, your right to use the Service ends, and any fees due up to that date remain payable.

For 30 days after it ends, you may ask us for a copy of your Customer Data, and we will provide it in a commonly used format. After that we delete your Customer Data from the Service within 30 days, and from our backups as they are overwritten in the normal course, unless the law requires us to keep it.

The sections on data protection, intellectual property, confidentiality, what Filax is not, limitation of liability, indemnities and governing law, and any others that by their nature should, continue after the agreement ends.

We may update these terms from time to time. We will tell you by email at least 30 days before a change that materially affects you takes effect, and the date of the current version is shown at the top of this page. If you do not accept a change, you may end the agreement before it takes effect; if you keep using the Service after that, the updated terms apply.

• Entire agreement. These terms, with any signed order form and the documents they refer to, are the whole agreement between us about the Service, and replace anything discussed before.
• Events outside our control. Neither of us is liable for a delay or failure caused by events beyond its reasonable control, such as a failure of internet or hosting providers, as long as it takes reasonable steps to limit the effect.
• Assignment. Neither of us may transfer this agreement without the other’s consent, except that either may transfer it, by notice, to whoever takes over all or most of its business.
• Notices. We send notices by email to your account’s managers or to the contact you give us; you send them to hello@filax.io.
• Severability and waiver. If any part of these terms is found to be unenforceable, the rest still applies. Not enforcing a right straight away does not waive it.
• No third-party rights. Only you and we have rights under this agreement.
• Language. These terms are written in English. If they are translated, the English version prevails.

These terms, and any dispute arising out of or in connection with them, are governed by the laws of the Republic of Cyprus. We will first try to resolve any dispute in good faith by discussion. If that fails, the courts of the Republic of Cyprus have exclusive jurisdiction.

Questions about these terms can be sent to hello@filax.io, or by post to [company legal name], [registered office address].