Terms & Conditions | Footprint WFM

1. Definitions

1.1. Agreement means the agreement between Footprint WFM Ltd (Footprint WFM) and the Client (Party named in account name above), consisting of the Order Form and any attachments thereto, including the General Terms and Conditions.
1.2. Effective Date means the date the client first logs into the Footprint WFM service and accesses their account or 30 days from date of signature of contract (whichever is sooner).
1.3. Force Majeure means any cause beyond the reasonable control of the party affected, which affects the performance of the Agreement, including in any case prolonged break-down of transport, telecommunication or electric current.
1.4. General Terms and Conditions means these general terms and conditions for Footprint WFM Service.
1.5. Term means 36 months.
1.6. Data means information stored within the Footprint WFM Service or on the mobile device and other messages sent to or from the Footprint WFM service.
1.7. Mobile Communication Services means the mobile electronic communication services used for transmitting the Data.
1.8. Order Form means the proposal form provided by Footprint WFM to the Client.
1.9. Price List means the prices specified in the Order Form.
1.10. Territory means the territory specified in the Order Form.
1.11. Footprint WFM Platform means the IT systems that run the Footprint WFM Service.
1.12. User and End User means a person authorised by the Client to access and use the Footprint WFM Service.
1.13. Footprint WFM Service means the online service, as available via the Footprint WFM Website, structured and designed to enable the Client to mobile enable back end applications together with any additional products and services listed in a quotation attached to this document.
1.14. Footprint WFM Website means the website www.footprintwfm.com.
1.15. Footprint WFM App means the Footprint WFM Service mobile device Application.
1.16. Certified Devices means those mobile devices warranted by Footprint WFM to run the Footprint WFM App.
1.17. GPS means Global Positioning System as a generic terminology used for ascertaining the latitude and longitude position of a mobile device.
1.18. Confidential Information means information, whether of a technical or non-technical nature and whether of a tangible or intangible form, and shall include, but not be limited to, schematics, drawings, models, photographs, sketches, manufacturing processes, devices, techniques, plans, methods, blueprints, reproductions, data tables, calculations, software, programs, program code, product developments, financial and business affairs, future plans or business relationships, prospect or customer lists, and letters.
1.19. GDPR means General Data Protection Regulation as incorporated by the Data Protection Act 2018 and subsequent amendments.
1.20. General Terms and Conditions for the Footprint WFM Service shall apply to and are expressly incorporated into the Agreement and all subsequent agreements entered into between Footprint WFM and the Client in connection with the Footprint WFM Service.

2. The Footprint WFM Services

2.1. Footprint WFM shall provide the Footprint WFM Service and the Client is authorised to use the Footprint WFM Service, within the Territory, to the extent set out in the Agreement.
2.2. The Client shall be entitled to use the Footprint WFM Service (as available via the Footprint WFM Platform) in accordance with the terms and conditions of the Agreement and such other applicable terms and conditions as may apply from time to time.
2.3. Footprint WFM may change the Footprint WFM Service or a part thereof at any time if necessary for security or legal reasons. Other changes may be made at the sole discretion of Footprint WFM. Footprint WFM shall endeavour to give 30 days' written notice to the Client of any material changes. If such a change materially and adversely affects the Client, the Client may terminate the Agreement, by giving 30 days' written notice to Footprint WFM.
2.4. User documentation for the Footprint WFM Service can be found at https://whitespacews.atlassian.net/wiki/spaces/AOMP/pages/4358207/
2.5. In the event of any inconsistency between these General Terms and Conditions and the Order Form, the provisions of the Order Form shall prevail.
2.6. The Client shall ensure that it operates the Footprint WFM Service on Certified Devices. Footprint WFM makes no guarantee of performance of the Footprint WFM App on devices not listed as Certified Devices.
2.7. The accuracy of GPS location data as reported via the Footprint WFM Service shall be dependent on the quality of the GPS hardware within the mobile device and environmental conditions. Footprint WFM makes no warranty as to the accuracy of GPS data.

3. Usernames and Passwords

3.1. Footprint WFM shall provide the Client with a primary Administrator username and password. The Client is responsible for maintaining the confidentiality of user credentials and for all activities under these credentials. The Client shall immediately notify Footprint WFM of any unauthorised use or security breach.
3.2. The Client shall be responsible for creating and managing additional user accounts through the Footprint WFM platform's administration tools. Footprint WFM shall bear no liability for unauthorised access resulting from the Client's failure to maintain the security of login credentials.

4. Transmission

4.1. The Client is responsible for establishing and maintaining a suitable mobile data connection for the transmission of Data to and from the Footprint WFM Service. All costs associated with mobile data shall be borne by the Client.
4.2. Footprint WFM shall not be liable for any loss or corruption of Data during transmission via the Mobile Communication Services.
4.3. The Client acknowledges that data transmission speeds may vary depending on network conditions, device capabilities and environmental factors and that such variance is outside the control of Footprint WFM.

5. Fees and Payment

5.1. The Client shall pay all fees in accordance with the Price List and the terms specified in the Order Form. All fees are exclusive of VAT unless otherwise stated.
5.2. Invoices shall be issued by Footprint WFM and are payable within 30 days of the invoice date unless otherwise agreed in the Order Form.
5.3. In the event of late payment:
1. 5.3.1. Footprint WFM reserves the right to charge interest on overdue amounts at the rate of 4% above the base lending rate of the Bank of England.
2. 5.3.2. Footprint WFM reserves the right to suspend access to the Footprint WFM Service until all outstanding amounts have been paid in full.
3. 5.3.3. The Client shall reimburse Footprint WFM for any reasonable costs incurred in recovering overdue payments.
4. 5.3.4. Footprint WFM may increase fees annually at the start of each new billing period. Written notice of any fee increase shall be provided at least 30 days in advance.
5. 5.3.5. All fees paid are non-refundable except where expressly stated otherwise in the Agreement.
6. 5.3.6. If the Client exceeds the usage limits set out in Appendix C (Fair Usage Policy), Footprint WFM reserves the right to apply additional charges as specified in the Price List.

6. Liability

6.1. Footprint WFM shall not be liable for any indirect, incidental, special, consequential or punitive damages arising out of or in connection with the Agreement, including but not limited to loss of profits, loss of data, business interruption, or loss of goodwill.
6.2. Footprint WFM's total aggregate liability under or in connection with the Agreement shall not exceed the total fees paid by the Client to Footprint WFM in the twelve (12) months preceding the event giving rise to the claim.
6.3. Footprint WFM does not warrant that the Footprint WFM Service will be uninterrupted, error-free, or entirely secure. The Footprint WFM Service is provided "as is" and "as available."
6.4. Footprint WFM shall not be liable for any failure or delay in performance arising from circumstances beyond its reasonable control, including but not limited to failure of third-party services, internet or telecommunication infrastructure.
6.5. The Client shall indemnify and hold harmless Footprint WFM from and against any and all claims, damages, liabilities, costs and expenses (including legal fees) arising from the Client's use of the Footprint WFM Service or breach of the Agreement.
6.6. Nothing in the Agreement shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited by applicable law.
6.7. The Client acknowledges that it is responsible for ensuring that its use of the Footprint WFM Service complies with all applicable laws and regulations within the Territory.

7. Force Majeure

7.1. Neither party shall be liable for any failure or delay in performing its obligations under the Agreement where such failure or delay results from Force Majeure. In such circumstances, the affected party shall promptly notify the other party and shall use reasonable endeavours to mitigate the effects of the Force Majeure event. If a Force Majeure event continues for more than 90 days, either party may terminate the Agreement by giving written notice to the other party.

8. Data Protection

8.1. Each party shall comply with all applicable data protection legislation in force from time to time, including the Data Protection Act 2018 and the GDPR.
8.2. The Client shall be the Data Controller and Footprint WFM shall be the Data Processor in respect of any personal data processed by Footprint WFM on behalf of the Client in connection with the Footprint WFM Service.
8.3. Footprint WFM shall process personal data only in accordance with the Client's documented instructions and shall not process personal data for any purpose other than the provision of the Footprint WFM Service.
8.4. Footprint WFM shall implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, theft or disclosure.
8.5. Footprint WFM shall promptly notify the Client if it becomes aware of any personal data breach affecting the Client's data.
8.6. Upon termination of the Agreement, Footprint WFM shall, at the Client's written request, return or securely delete all personal data held on behalf of the Client, unless retention is required by applicable law.
8.7. Footprint WFM shall not transfer personal data outside the United Kingdom or the European Economic Area without the prior written consent of the Client and without ensuring that appropriate safeguards are in place.

9. GDPR

9.1. Both parties acknowledge their respective obligations under the GDPR and shall cooperate to ensure compliance.
9.2. Footprint WFM shall assist the Client in fulfilling its obligations to respond to requests from data subjects exercising their rights under the GDPR, including rights of access, rectification, erasure, restriction, portability and objection.
9.3. Footprint WFM shall maintain records of all processing activities carried out on behalf of the Client, as required by Article 30 of the GDPR.
9.4. Footprint WFM shall make available to the Client all information necessary to demonstrate compliance with the obligations under the GDPR and shall allow for and contribute to audits, including inspections, conducted by the Client or the Client's authorised auditor.

10. Intellectual Property

10.1. All intellectual property rights in the Footprint WFM Service, the Footprint WFM Platform, the Footprint WFM App and any related documentation, software and materials shall remain the sole property of Footprint WFM or its licensors. Nothing in the Agreement shall transfer any intellectual property rights to the Client.
10.2. The Client is granted a non-exclusive, non-transferable, revocable licence to use the Footprint WFM Service for the duration of the Term, solely for the Client's internal business purposes and in accordance with the Agreement.
10.3. The Client shall not copy, modify, decompile, reverse-engineer, disassemble or create derivative works of the Footprint WFM Service or any part thereof, nor permit any third party to do so.

11. Term and Termination

11.1. The Agreement shall commence on the Effective Date and shall continue for the Term unless terminated earlier in accordance with this clause.
1. 11.1.1. Upon expiry of the initial Term, the Agreement shall automatically renew for successive 12-month periods unless either party gives at least 90 days' written notice prior to the end of the then-current term.
2. 11.1.2. Either party may terminate the Agreement immediately by written notice if the other party commits a material breach of the Agreement and (where such breach is capable of remedy) fails to remedy such breach within 30 days of receiving written notice requiring it to do so.
3. 11.1.3. Footprint WFM may terminate the Agreement immediately if the Client becomes insolvent, enters administration, goes into liquidation, or any analogous event occurs.
11.2. Upon termination of the Agreement for any reason:
1. 11.2.1. The Client's right to access and use the Footprint WFM Service shall cease immediately.
2. 11.2.2. The Client shall pay all outstanding fees owed to Footprint WFM up to and including the date of termination.
3. 11.2.3. Footprint WFM shall provide the Client with a reasonable period (not exceeding 30 days) to extract its Data from the Footprint WFM Service, after which Footprint WFM may delete all Client Data.
4. 11.2.4. Clauses that by their nature should survive termination shall continue in force, including but not limited to clauses relating to liability, confidentiality, data protection and intellectual property.

12. Non-Disclosure

12.1. Each party undertakes that it shall not at any time during the Term or for a period of five (5) years after termination of the Agreement, disclose to any person any Confidential Information of the other party.
12.2. Each party may disclose the other party's Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Agreement.
12.3. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with this clause.
12.4. Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under the Agreement.
12.5. A party may disclose Confidential Information to the extent required by law, by any governmental or regulatory authority, or by a court of competent jurisdiction, provided that the disclosing party gives the other party as much advance notice as is reasonably practicable.
12.6. This clause shall not apply to Confidential Information that is or becomes publicly available through no fault of the receiving party.
12.7. This clause shall not apply to Confidential Information that is received from a third party who is not in breach of any obligation of confidentiality.
12.8. This clause shall not apply to Confidential Information that was lawfully in the possession of the receiving party before disclosure by the disclosing party.
12.9. This clause shall not apply to Confidential Information that is independently developed by the receiving party without reference to the disclosing party's Confidential Information.
12.10. Each party reserves all rights in its Confidential Information. No rights or obligations other than those expressly set out in the Agreement are granted to either party in respect of the other party's Confidential Information.
12.11. On termination of the Agreement, each party shall return or destroy (at the disclosing party's option) all Confidential Information belonging to the other party, and shall certify in writing that it has done so.
12.12. The provisions of this clause shall survive termination of the Agreement, howsoever caused.
12.13. Nothing in this clause shall prevent either party from using general skills, knowledge and experience acquired during the performance of the Agreement, provided that such use does not involve the use or disclosure of the other party's Confidential Information.

13. Support

13.1. Footprint WFM shall provide technical support to the Client in accordance with Appendix B (Support).
13.2. Support requests may be submitted via email to support@footprintwfm.com or by telephone on 02890 767002.
13.3. Footprint WFM shall use reasonable endeavours to respond to support requests within the timeframes set out in Appendix B.
1. 13.3.1. Critical issues (service unavailable) – response within 4 business hours.
2. 13.3.2. High priority issues (major feature impaired) – response within 8 business hours.
3. 13.3.3. Medium priority issues (minor feature impaired) – response within 2 business days.
4. 13.3.4. Low priority issues (general queries) – response within 5 business days.
13.4. Support shall be available during standard business hours: Monday to Friday, 09:00 – 17:30 GMT/BST (excluding UK public holidays).
13.5. Support does not include training, customisation, third-party integration troubleshooting, or issues arising from the Client's misuse of the Footprint WFM Service or use of non-Certified Devices.
13.6. Footprint WFM reserves the right to charge for support requests that fall outside the scope of standard support, at rates specified in the Price List.

14. Miscellaneous

14.1. The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings and arrangements, whether oral or written, relating to its subject matter.
14.2. No amendment or variation of the Agreement shall be effective unless it is in writing and signed by authorised representatives of both parties.
14.3. The Client shall not assign, transfer, sub-license or otherwise dispose of the Agreement or any of its rights or obligations under the Agreement without the prior written consent of Footprint WFM.
14.4. If any provision of the Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.
14.5. The Agreement shall be governed by and construed in accordance with the laws of Northern Ireland, and the parties submit to the exclusive jurisdiction of the courts of Northern Ireland.
14.6. Any notice required or permitted under the Agreement shall be in writing and shall be deemed duly given when delivered by hand, sent by recorded post, or sent by email to the address specified in the Order Form. Notices to Footprint WFM should be sent to info@footprintwfm.com.

Appendix B – Support

Support Hours

Standard support is available Monday to Friday, 09:00 – 17:30 GMT/BST (excluding UK public holidays).

Contact Details

Email: support@footprintwfm.com
Phone: 02890 767002

Service Availability

Footprint WFM targets 99.5% uptime for the Footprint WFM Service, measured on a monthly basis, excluding scheduled maintenance windows. Scheduled maintenance will typically take place outside standard business hours and the Client will be given reasonable advance notice.

Emergency Patches

In the event of a critical security vulnerability or service-affecting defect, Footprint WFM may apply emergency patches or updates without prior notice. Footprint WFM shall notify the Client as soon as practicable after such action has been taken.

Exclusions

The following are excluded from standard support:

Issues caused by the Client's modification of the Footprint WFM Service or use of non-Certified Devices.
Issues arising from third-party software, hardware or network infrastructure not supplied by Footprint WFM.
Training and onboarding (available separately as a paid service).
Custom development or bespoke integration work.
Issues resulting from the Client's failure to follow Footprint WFM's published guidelines and documentation.

Appendix C – Fair Usage Policy

Why This Policy Exists

The Footprint WFM Service is a shared platform. This Fair Usage Policy exists to ensure that all clients receive a consistent, reliable and performant service. It sets reasonable limits on usage to prevent any single client from adversely impacting the platform for others.

The Policy

All usage of the Footprint WFM Service is subject to the limits set out below. These limits are designed to accommodate normal business use. Footprint WFM monitors usage to protect the integrity of the platform and reserves the right to contact any Client whose usage significantly exceeds these limits.

Usage Limits

Action	Usage Limit	Comment
API calls per user per day	5,000	Applies to REST API and mobile app sync requests.
File uploads per user per day	200	Includes photos, documents and attachments submitted via the app or web portal.
Maximum file size per upload	25 MB	Files exceeding this limit will be rejected.
Total storage per account	50 GB	Additional storage available on request at published rates.
Form submissions per user per day	500	Includes all form types (inspections, timesheets, job reports, etc.).
Concurrent active sessions per user	3	Across all devices (mobile, tablet, web browser).
Bulk data export requests per month	10	Large-scale CSV or PDF export operations.
Email notifications per account per day	2,000	Automated alerts, reminders and workflow notifications.

Extenuating Circumstances

Footprint WFM recognises that exceptional business circumstances may require temporary increases in usage. In such cases, the Client should contact Footprint WFM in advance to discuss a temporary uplift. Footprint WFM will use reasonable endeavours to accommodate such requests at no additional charge for short periods.

Prohibited Uses

The Client shall not use the Footprint WFM Service to:

Store or transmit any material that is unlawful, harmful, threatening, abusive, defamatory or otherwise objectionable.
Transmit viruses, malware, or any other harmful code.
Attempt to gain unauthorised access to any part of the Footprint WFM Platform or any systems or networks connected to it.
Use the service for purposes other than its intended business use as set out in the Agreement.
Engage in any activity that could damage, disable, overburden or impair the Footprint WFM Platform.
Resell, sublicense or otherwise make the Footprint WFM Service available to any third party without Footprint WFM's prior written consent.