Teamistry - Terms of Service

These Terms of Service (the "Terms") govern access to and use of the Teamistry platform. They are a binding agreement between Teamistry Ltd, a company incorporated in the Republic of Cyprus with registration number HE 469419 and registered office at 16 Konstantinopoleos, Aglantzia, Nicosia, Cyprus ("Teamistry", "we", "us") and the organisation that registers for or uses the Service (the "Customer", "you").

By creating an organisation account, clicking to accept these Terms, or using the Service, you agree to these Terms on behalf of the Customer and confirm that you have authority to bind the Customer. If you do not have that authority, or do not agree to these Terms, do not use the Service.

Use of the Service is also subject to our Privacy Policy and, where we process personal data on your behalf, our Data Processing Agreement ("DPA"), which is incorporated into these Terms by reference.

1. Definitions

• "Service" means the Teamistry platform, including the web application, dashboards, Sync-In check-ins, Elevate performance module, Spark Zone, Analytics, Leave Management, Documents, integrations, notifications, the AI Assistant, the administration portal and any related services we provide.
• "Authorised User" means an individual authorised by the Customer to use the Service under the Customer's account, typically the Customer's employees, contractors and administrators.
• "Customer Data" means all data, content and materials submitted to or generated within the Service by or on behalf of the Customer or its Authorised Users, including profile information, Sync-In responses, performance goals and reviews, ideas, leave records, documents uploaded to the Service and data synced from connected integrations.
• "Documents" means the feature allowing files, including employment contracts, payslips and other HR documents, to be stored in and accessed through the Service.

2. The Service

2.1 Teamistry grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term of this agreement, for the Customer's internal business purposes and in accordance with these Terms.

2.2 Availability and support. We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned maintenance (for which we will give advance notice where practicable) and circumstances beyond our reasonable control. We provide support to the Customer via alexandros@teamistry.ai during business hours (EET) and will respond to support requests within a reasonable time.

2.3 We may update the Service from time to time. We will not materially degrade the core functionality of the Service during a subscription term without notice.

3. Accounts and Authorised Users

3.1 The Customer must provide accurate registration information and keep it up to date.

3.2 The Customer is responsible for: (a) determining who its Authorised Users are and what roles and permissions they hold (User, Team Lead, Admin, Super User); (b) all activity occurring under its account; and (c) ensuring Authorised Users keep credentials confidential and comply with these Terms.

3.3 The Service is intended for business use by organisations. Authorised Users must be at least 18 years old or the age of majority in their jurisdiction and must use the Service only in their capacity as personnel of the Customer.

3.4 The Customer must notify us promptly at alexandros@teamistry.ai of any suspected unauthorised access to its account.

4. Customer Responsibilities Regarding Employee Data

4.1 The Customer acknowledges that the Service is designed to process personal data of its Authorised Users, including data relating to mood, wellbeing, workload, performance, leave (including sickness absence), calendar events and HR documents such as employment contracts and payslips.

4.2 As between the parties, the Customer is the data controller of such data and Teamistry is a data processor acting on the Customer's instructions, as set out in the DPA. The Customer is solely responsible for: (a) establishing a lawful basis under applicable data protection law (including the GDPR) for the collection and processing of Authorised Users' personal data through the Service; (b) providing Authorised Users with any legally required notices and information; (c) conducting any required assessments (including data protection impact assessments) and workforce consultations; and (d) configuring roles, permissions and features (including Sync-In visibility, Analytics and Documents access) in a manner consistent with its obligations to its personnel.

4.3 The Customer warrants that it has all rights, consents and lawful bases necessary to submit Customer Data to the Service and to instruct Teamistry to process it as described in these Terms and the DPA.

5. Documents Feature

5.1 The Documents feature allows the storage and retrieval of HR documents, which may include employment contracts, payslips and other files containing financial, identification, or otherwise sensitive information.

5.2 The Customer is responsible for: (a) the content, accuracy and lawfulness of all documents uploaded; (b) ensuring that access permissions for documents are configured appropriately, so that documents are visible only to the intended individuals; and (c) retaining copies of documents as required by applicable employment, tax and record-keeping laws. The Service is not a payroll system and the Customer remains responsible for complying with its statutory record-keeping obligations.

5.3 Documents are stored encrypted at rest on servers located in the European Union, as further described in the Privacy Policy and DPA.

6. Acceptable Use

6.1 The Customer and its Authorised Users must not: (a) use the Service in violation of applicable law, including data protection and employment law; (b) upload content that is unlawful, infringing, or malicious (including malware); (c) attempt to gain unauthorised access to the Service, other customers' data, or underlying systems; (d) probe, scan, or test the vulnerability of the Service without our prior written consent; (e) reverse engineer, decompile, or copy the Service except as permitted by mandatory law; (f) resell, sublicense, or provide the Service to third parties, or use it to operate a service bureau; (g) use the Service to monitor employees in a manner prohibited by applicable law; or (h) use automated means to scrape or extract data from the Service other than through interfaces we provide.

6.2 We may suspend access to the Service, in whole or in part, where reasonably necessary to address a security risk, suspected breach of this Section, or legal requirement. Where practicable, we will give notice before suspension and will restore access promptly once the issue is resolved.

7. Customer Data

7.1 Ownership. As between the parties, the Customer owns all Customer Data. These Terms do not transfer any ownership of Customer Data to Teamistry.

7.2 Licence to us. The Customer grants Teamistry a worldwide, non-exclusive licence to host, process, transmit, display and otherwise use Customer Data solely: (a) to provide, maintain, secure and support the Service; (b) to comply with law; and (c) as otherwise instructed by the Customer.

7.3 Aggregated data. We may generate and use data that is aggregated and anonymised such that it does not identify the Customer or any individual, for the purpose of operating, benchmarking and improving the Service. We will not sell Customer Data or use it for advertising.

7.4 No model training. We do not use Customer Data to train generalised artificial intelligence or machine learning models.

7.5 Export and deletion. During the term, the Customer may export Customer Data using the functionality of the Service or by written request. Following termination or expiry, we will make Customer Data available for export for 30 days, after which we will delete Customer Data within 90 days, except where retention is required by law or for backup cycles, as described in the DPA.

8. Integrations and Third-Party Services

8.1 The Service integrates with third-party services, including Slack, Microsoft Teams, Google Calendar and Microsoft Outlook. Use of a third-party service is governed by that provider's own terms and privacy policy and the Customer (or the relevant Authorised User) is responsible for its relationship with the provider.

8.2 Calendar integrations are connected by individual Authorised Users via OAuth and may be disconnected by the user at any time. Upon disconnection, synchronisation stops; handling of previously synced data is described in the Privacy Policy.

8.3 We are not responsible for third-party services, their availability, or changes to their interfaces that affect integrations, though we will use reasonable efforts to maintain compatibility.

9. AI Assistant

9.1 The Service includes an AI assistant that generates responses based on the Customer's data within the Service and the user's role-based permissions. AI-generated output may be inaccurate or incomplete. It is provided for convenience and general assistance only and does not constitute professional, legal, HR, or medical advice. The Customer is responsible for reviewing AI output before relying on it, particularly for decisions affecting individuals (such as performance or leave decisions).

9.2 AI features may be provided using third-party model providers acting as our subprocessors, as listed in the DPA and Privacy Policy, subject to the data minimisation measures described in the Privacy Policy.

10. Intellectual Property

10.1 Teamistry and its licensors retain all right, title and interest in and to the Service, including all software, designs and documentation and all improvements thereto. No rights are granted to the Customer except as expressly set out in these Terms.

10.2 Feedback. If the Customer or its Authorised Users provide suggestions or feedback about the Service, Teamistry may use that feedback without restriction or obligation, provided it does not identify the Customer or any individual without consent.

11. Confidentiality

11.1 Each party may receive confidential information of the other in connection with the Service. The receiving party must protect it with at least reasonable care, use it only to perform under these Terms and not disclose it except to personnel and advisers who need to know it and are bound by confidentiality obligations.

11.2 Confidentiality obligations do not apply to information that is public through no fault of the receiving party, already lawfully known, independently developed, or required to be disclosed by law (with notice to the disclosing party where lawful). These obligations survive termination for 3 years and indefinitely for Customer Data and trade secrets.

12. Fees

12.1 Fees are charged per Authorised User per month and are billed monthly or annually in advance, as set out in the applicable order form or as otherwise agreed in writing between the parties. Where pricing has been agreed individually with the Customer, the order form or written agreement prevails over any published pricing.

12.2 We will give at least 60 days' notice before introducing or changing fees. Continued use of the Service after the effective date of a fee change constitutes acceptance; alternatively, the Customer may terminate under Section 13 before the change takes effect.

12.3 Unless stated otherwise, fees are exclusive of VAT and other applicable taxes, which the Customer is responsible for.

13. Term, Termination and Effects

13.1 These Terms apply from the date the Customer first accepts them and continue until terminated.

13.2 Subscriptions run for the period stated in the applicable order form or selected at purchase (monthly or annual) and renew automatically for successive periods of the same length, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current period.

13.3 Either party may terminate immediately on written notice if the other party materially breaches these Terms and fails to cure the breach within 30 days of notice, or becomes insolvent.

13.4 On termination: (a) all access rights end; (b) Section 7.5 (export and deletion) applies to Customer Data; and (c) provisions that by their nature should survive (including Sections 7, 10, 11, 14, 15, 16 and 18) survive.

14. Warranties and Disclaimers

14.1 Each party warrants that it has the authority to enter into these Terms.

14.2 Limited warranty. We warrant that the Service will perform materially in accordance with its documentation. The Customer's exclusive remedy for breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformity and, if we are unable to do so within a reasonable period, either party may terminate the affected subscription and we will refund any prepaid fees for the unused remainder of the subscription period. Except as expressly stated in these Terms and to the maximum extent permitted by law, the Service is otherwise provided "as is" and we disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose and non-infringement.

14.3 The Service supports, but does not replace, the Customer's own management, HR and legal processes. Teamistry does not warrant that use of the Service will ensure compliance with employment, tax, or data protection law applicable to the Customer.

14.4 Nothing in these Terms excludes any warranty or right that cannot be excluded under applicable law.

15. Limitation of Liability

15.1 Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded under applicable law.

15.2 Subject to 15.1, neither party is liable for indirect or consequential loss, loss of profits, loss of revenue, loss of business, or loss of anticipated savings arising out of or in connection with these Terms.

15.3 Subject to 15.1 and 15.2, each party's total aggregate liability arising out of or in connection with these Terms in any 12-month period is limited to the greater of: (a) the fees paid or payable by the Customer for the Service in that period; and (b) €1,000.

15.4 The limitations in this Section apply to the fullest extent permitted by law and regardless of the form of action.

16. Indemnities

16.1 By Teamistry. We will defend the Customer against third-party claims alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights and will pay damages finally awarded or agreed in settlement, provided the Customer gives prompt notice, reasonable cooperation and sole control of the defence to us. If the Service is subject to such a claim, we may modify it, procure rights, or terminate the affected part with a refund of prepaid unused fees. This Section states the Customer's exclusive remedy for IP infringement claims.

16.2 By the Customer. The Customer will defend Teamistry against third-party claims arising from: (a) Customer Data, including claims by Authorised Users or data subjects relating to the Customer's failure to establish a lawful basis, provide notices, or configure the Service appropriately under Section 4; or (b) use of the Service in breach of these Terms or applicable law and will pay damages finally awarded or agreed in settlement, subject to the same notice, cooperation and control conditions.

17. Changes to These Terms

17.1 We may update these Terms from time to time. For material changes, we will give at least 30 days' notice by email to the Customer's account administrators and/or in-app notice before the changes take effect. If the Customer does not agree to a material change, it may terminate these Terms before the effective date. Continued use after the effective date constitutes acceptance.

17.2 Each version of these Terms is dated and numbered and prior versions are available on request at alexandros@teamistry.ai.

18. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them, are governed by the laws of the Republic of Cyprus. The courts of Nicosia, Cyprus have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

19. General

19.1 Notices. Legal notices must be sent in writing to alexandros@teamistry.ai (for Teamistry) and to the email address of the Customer's account administrators (for the Customer) and are deemed received on the next business day.

19.2 Assignment. Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice.

19.3 Subcontracting. We may use subcontractors and subprocessors in providing the Service and remain responsible for their performance. Subprocessors handling personal data are governed by the DPA.

19.4 Force majeure. Neither party is liable for failure to perform (other than payment obligations) due to events beyond its reasonable control.

19.5 Entire agreement. These Terms, together with the Privacy Policy, the DPA and any order form, constitute the entire agreement between the parties regarding the Service and supersede prior agreements on the subject. If there is a conflict, the DPA prevails with respect to processing of personal data.

19.6 Severability; waiver. If any provision is held unenforceable, the remainder remains in effect. A failure to enforce a provision is not a waiver.

Contact: Teamistry Ltd, 16 Konstantinopoleos, Aglantzia, Nicosia, Cyprus · Registration no. HE 469419 · alexandros@teamistry.ai