Terms of Service

This Agreement is for the use of wakeflow.io by You (the organisation or individual visiting this URL).

The parties to this Agreement are:

• Wakeflow Ltd of Gemma House 39, Lilestone Street, London, England, NW8 8SS, UK (“Wakeflow”); and
• The organisation or individual visiting wakeflow.io

This Agreement is made up of the following:

• These Terms of Use
• and Wakeflow Privacy Policy

In this Agreement the following terms have the meanings set out below:

• Data: the data collected from SaaS Platforms and generated by the Automation Tool;;
• Automation Tool: the software tool provided by Wakeflow that integrates into your various SaaS Platforms allowing you to automate workflows comprised of actions taken on them;
• Data Protection Laws: all laws and regulations that apply to or govern the processing of personal data, including, but not limited to the EU General Data Protection Regulation ((EU) 2016/679) and any national data protection laws and regulations implementing the EU Electronic Communications Privacy Directive (2002/58/EC), as well as any amendments to or replacements of such laws and regulations ( controller, processor, data subject, data concerning health, personal data, personal data breach, processing and appropriate technical and organisational measures shall have the meanings given to them in the Data Protection Laws);
• Privacy Policy: Wakeflow privacy policy that can be found at https://www.wakeflow.io/privacy-policy; Reports : the reports generated by the Automation Tool from time to time;
• Users: the account holders of the SaaS Platforms which grant Wakeflow delegated access to their privileges;
• Software Services: the supply of the Automation Tool as a service by Wakeflow
• SaaS Platforms: the Software as a Service platforms that Wakeflow allows you to connect to in order to automatically carry out actions requiring delegated access
• wakeflow.io: The website Wakeflow Ltd. uses for the provision of its Software Service available at https://wakeflow.io

1. Use of the Automation Tool

To use the Automation Tool, You must log in using a recognised identity provider. In order to log in, you provide your email address, name, and (if available) your profile image.

In order to automate actions on SaaS Platforms You will be required to provide Wakeflow with delegated access to such platforms. Wakeflow will provide you with instructions about how to connect.

The Automation Tool accesses and copies Data in connection with your desired automations in order to be able to successfully carry them out. You give permission to Wakeflow to access and copy such Data. Wakeflow does not access any data not linked to the automations requested by You. You are solely responsible for any and all activities that occur under or in relation to the accounts You grant delegated access to.

The Automation Tool software is hosted by Wakeflow on a third party platform (such as Google cloud) and a copy of the Data is processed by Wakeflow. These Use Terms set out the terms that apply to the use of the software and Data.

The Automation Tool and Software Services are provided ‘as is’ with no warranty as to the automations carried out on Your behalf. Your use of the Automation Tool and any actions automatically carried out via the Automation Tool are for You to determine and Wakeflow accepts no responsibility or liability for Your use of the Reports. All implied warranties, including as to fitness for use, merchantability and ownership of the Automation Tool are hereby excluded to the maximum extent permitted by applicable law.

2. License to use the Automation Tool

In consideration for Your compliance with these Terms of Use and/ or payment of the Fees (if applicable), Wakeflow hereby agrees to provide the Software Services and grants You a limited, revocable, non-exclusive, non-transferrable license to access and use the Automation Tool.

The Automation Tool is owned by Wakeflow and is subject to intellectual property rights. You will not attempt to copy, reverse engineer, duplicate, modify, create derivative works from or distribute all or any portion of the Automation Tool except if allowed by these Use Terms or as may be allowed by any applicable law which is incapable of exclusion by agreement. You may not remove any proprietary labels or notices on the software or use any device, software or routine that interferes with the operation of the Automation Tool.

You must use reasonable efforts to prevent unauthorized access to the Automation Tool or use of the Automation Tool by others in a manner that is not in accordance with these Terms of Use. Wakeflow may prohibit access to the Automation Tool to users it suspects are not authorised or any person who it suspects is mis-using the Automation Tool.

3. Data

The Automation Tool relies on Data collected from the SaaS Platforms connected to your Wakeflow account.

You own all rights, title and interest in and to all of the Data. In order to provide the Software Services, Wakeflow will process the Data and You give permission to such processing. The Data may include personal data, depending on which platforms you connect to the Automation Tool.

Wakeflow will process the personal data of Your staff provided to Wakeflow. Such personal data will be used by Wakeflow for the purposes of performing this Agreement, as may be required by law and to pursue the legitimate interests of Wakeflow. Wakeflow will comply with its Privacy Policy in relation to such use.

4. Fees and payment

You shall pay the fees set out in the Your Account section of wakeflow.io (“Fees”), if applicable, for use of the Automation Tool and the Software Services.

The Fees will either be invoiced by Wakeflow monthly in advance starting on the date you activate the Software Service and shall be paid by You within 30 days of the date of the invoice or will be collected via an automated payment system as agreed with You. The date you are invoiced or the payment is collected (as the case may be) is the “Billing Date”.

If Wakeflow has not received the payment within 30 days of the Billing Date , Wakeflow

• will not be obliged to provide the Software Services and
• may charge interest of 12% per annum on the unpaid Fees.

Wakeflow may adjust the Fees at any time by providing at least one month’s prior notice of its intention to adjust the Fees.

5. Confidentiality

Each party may be given access to information of the other party that is confidential in nature. Confidential Information includes information relating to the Automation Tool and the Data. Confidential Information does not include information that:

• is or becomes publicly known other than through any act or omission of the receiving party;
• or was in the other party’s lawful possession before the disclosure;
• or is lawfully disclosed to the receiving party by a third party without restriction on disclosure; - or is independently developed by the receiving party, which independent development can be shown by written evidence.

Subject to clause 5.4, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than performance of its obligations under this Agreement.

A party may disclose Confidential Information if it is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction; provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 5.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

6. Limitation of liability

This clause 6 sets out the entire financial liability of Wakeflow (including any liability for the acts or omissions of its employees, agents and subcontractors) to You:

• arising under or in connection with this Agreement;
• in respect of any use made by You of the Software Services, the Automation Tool or any part of them;
• and in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

Except as expressly and specifically stated in this Agreement:

• You assume sole responsibility for the use of the Automation Tool and the Software Services and for conclusions drawn from such use.
• Wakeflow shall have no liability for any damage caused by errors or omissions in any information or instructions provided to Wakeflow by You in connection with the Software Services or any actions taken by Wakeflow at Your direction;
• all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement;
• Wakeflow shall not be liable for any liability caused by third party service providers;
• Wakeflow shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement, whether or not such damages were reasonably foreseeable or actually foreseen.

Wakeflow's aggregated liability under this Agreement shall in no event exceed the Fee paid by You in the year preceding any claim

Wakeflow's aggregated liability under this Agreement shall in no event exceed the Fee paid by You in the year preceding any claim for death or personal injury caused by the party’s negligence; for fraud or fraudulent misrepresentation; or for other liability that cannot be excluded by applicable law.

7. Term and termination

This Agreement shall commence on the date You activate the Software Service by logging into your account on wakeflow.io. It shall automatically renew for monthly periods but may be terminated by either party by giving 30 days’ written notice. Termination will be effective on the first Billing Date following expiry of the notice.

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

• the other party fails to perform its obligations under this Agreement and remains in default 30 days after being notified in writing of the failure;
• the other party suspends its payments, becomes bankrupt or insolvent or enters into liquidation or otherwise can be regarded as insolvent.

Upon termination of this Agreement, all licenses granted under this Agreement and the supply of the Software Services shall immediately terminate.

Sixty days after termination of the Agreement, Wakeflow may destroy or otherwise dispose of any of the Data in its possession.

No compensation is payable for termination by either party but this does not affect the rights or remedies of a party in the case of a breach of obligations under this Agreement.

8. Force majeure

Each party shall be excused from performing any obligation under this Agreement to the extent that and for so long as such performance is prevented or delayed by any other cause beyond its reasonable control such as, but not limited to,

• riots;
• an industrial dispute;
• floods;
• war;
• warlike hostilities;
• fires; embargo;
• shortage of labour, power, fuel, means of transportation or common lack of other necessities.

In such an event, the affected party shall promptly notify the other party who may extend the time for performance of such obligation by a reasonable period.

9. Variation

Wakeflow may need to alter the Terms of Use or the terms of any policy that these Terms of Use refer to. If Wakeflow wishes to make such an alteration, it will give at least 30 days’ notice of the alteration to You. In the event Wakeflow makes alterations to Your detriment which are not acceptable to You, You may terminate the Agreement by giving written notice to Wakeflow within thirty (30) days from the date of the notification of such alteration. If You do not give written notice of termination of the Agreement within thirty days, You shall be deemed to have accepted the alteration(s).

10. General terms

Wakeflow shall acquire no rights over or interest in the Data; however, Wakeflow may use learnings, findings or intelligence acquired or assimilated by it as a result of providing the Software Services for the purposes of enhancing the Automation Tool and/or other services and products provided by Wakeflow.

The Automation Tool is subject to export, re-export, and import regulations in any applicable country, and You hereby agree the Automation Tool is not intended to be shipped, either directly or indirectly to any embargoed countries nor used for or in support of any prohibited activities. In the event You use the Automation Tool in, or accesses it from, a country other than the country in which You are domiciled, You assume the responsibility for compliance with all applicable export and re-export regulations, as the case may be.

Wakeflow shall be entitled to assign this Agreement in whole or in part to a company owned by or affiliated with Wakeflow or a company to which Wakeflow business relating to the Automation Tool is assigned or transferred. Otherwise, neither party may assign this Agreement without the consent of the other party.

Any notice under this Agreement shall be in writing and delivered to the address or e-mail address given by the other party for that purpose. This Agreement and the documents and policies referred to in it are the entire understanding between the parties on the use of the Automation Tool and Software Services. Any communications outside of those documents and policies are excluded. This Agreement shall be governed by and construed in accordance with the laws of England and the parties agree that any dispute or claim relating to it shall be settled by the courts of England.