Customer Terms of Service

These Customer Terms of Service (the “Customer Terms”) govern a Customer’s access to and use of Ongo Audit (the “Services”). A “Customer” is an entity that procures a paid or trial subscription to the Services on behalf of its Authorized Users.

These Customer Terms and any Order Form (defined in 2.1.a) (together, the “Agreement”) form a binding agreement between the Applicable Taskworld Entity (“Taskworld”) and the Customer. The “Applicable Taskworld Entity” is the entity within the Taskworld group identified on the Order Form or, if the Customer signs separately, in the executed Customer Agreement. Taskworld operates contracting entities in multiple countries, and the Applicable Taskworld Entity is determined by the entity that signs the Order Form with the Customer.

2.1 Access and use of the Services.

1. Provision of access. Subject to the Agreement and the User Terms, Taskworld grants Customer a non-exclusive, non-transferable (except as permitted in 2.11.f) right to access and use the Services during the Term, solely for use by Customer’s employees, contractors, and agents (i) authorized by Customer and (ii) for whom access has been purchased (the “Authorized Users”). Use is limited to the number of Authorized Users set out in the Services interface or in a subscription order form (each, an “Order Form”).

2. Documentation license. Taskworld grants Customer a non-exclusive, non-sublicensable, non-transferable license to use Taskworld’s user manuals and guides (“Documentation”) during the Term solely for Customer’s internal business purposes.

3. Use restrictions. Customer shall not, and shall not permit any Authorized User to: (i) copy, modify, or create derivative works of the Services or Documentation; (ii) rent, lease, lend, sell, license, sublicense, distribute, publish, or otherwise transfer the Services or Documentation; (iii) reverse engineer, decompile, or attempt to derive the source code of the Services; (iv) remove proprietary notices; or (v) use the Services in any manner that violates any applicable law or third-party rights.

4. Reservation of rights. All rights not expressly granted are reserved by Taskworld.

5. Suspension. Taskworld may temporarily suspend Customer’s or any Authorized User’s access if (i) Taskworld reasonably determines there is a security threat, fraudulent or illegal use, or that provision of the Services would violate applicable law, (ii) a vendor of Taskworld has suspended access to a third-party service required to provide the Services, or (iii) as set out in 2.5.a (a “Service Suspension”). Taskworld will use commercially reasonable efforts to notify Customer and to resume access promptly. Taskworld has no liability for any consequences arising from a Service Suspension.

6. Aggregated statistics. Taskworld may collect and compile statistical and performance information about Customer’s use of the Services in an aggregated and anonymized form (“Aggregated Statistics”). All right, title, and interest in Aggregated Statistics belong to Taskworld. Taskworld may use Aggregated Statistics for any lawful purpose, provided that they do not identify Customer or its Confidential Information.

7. Privacy Policy. The Privacy Policy applies to the Services and is incorporated by reference.

2.2 Customer responsibilities.

1. General. Customer must comply with the Agreement and ensure that its Authorized Users comply with the Agreement and the User Terms. Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly.

2. Authorized Users. Each Authorized User must accept the User Terms to use the Services. Customer is responsible for the acts and omissions of its Authorized Users. Customer is solely responsible for (i) informing Authorized Users of relevant policies, settings, and practices, (ii) obtaining any consents required for the lawful use of Customer Data, including consents related to geolocation, photo capture, and time tracking where required by applicable law, (iii) ensuring transfer and processing of Customer Data is lawful, and (iv) resolving any dispute with Authorized Users relating to Customer Data or the Services.

3. Geolocation, photo capture, and time tracking. Customer acknowledges that the Services include features that record the geolocation of an Authorized User at the time of a form submission, capture photos taken with the device camera, and record timestamps of submissions. Customer is responsible for ensuring that its use of these features complies with applicable employment, labor, and privacy laws, and for providing any required notices and obtaining any required consents from Authorized Users.

4. Third-party products. Taskworld may make third-party products available to Customer. Such third-party products are subject to their own terms. If Customer does not agree to those terms, Customer should not use the third-party products.

2.3 Fees and payment.

1. Fees. Customer shall pay the fees set out in the applicable Order Form (“Fees”) in advance. Payment obligations are non-cancelable and Fees paid are non-refundable except as expressly provided. If Taskworld invoices Customer, payment is due as set out on the invoice. If Customer fails to pay when due, without limiting other remedies, Taskworld may (i) charge interest at 1.5% per month or the highest rate permitted by law, (ii) recover reasonable collection costs (including legal fees), and (iii) if non-payment continues for more than ten (10) days, suspend access until paid.

2. Taxes. Fees are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, VAT, withholding, and similar taxes other than taxes imposed on the Applicable Taskworld Entity’s income.

2.4 Confidential information. Each party may disclose information about its business affairs, products, intellectual property, and other proprietary matters (“Confidential Information”). Confidential Information does not include information that is (a) public, (b) known to the receiving party at the time of disclosure, (c) lawfully obtained from a third party on a non-confidential basis, or (d) independently developed. The receiving party shall not disclose the disclosing party’s Confidential Information except to its employees or contractors with a need to know who are bound by confidentiality obligations, or as required by law (with prompt notice where legally permitted). Confidentiality obligations survive for five (5) years after disclosure, except for trade secrets which are protected for as long as they remain trade secrets under applicable law.

2.5 Intellectual property.

1. Taskworld IP. As between the parties, Taskworld owns all right, title, and interest in the Services, the Documentation, and any related intellectual property (“Taskworld IP”). Taskworld IP includes Aggregated Statistics but does not include Customer Data.

2. Customer Data. As between the parties, Customer owns all right, title, and interest in the data, content, and other materials submitted, posted, or transmitted by or on behalf of Customer or an Authorized User through the Services (“Customer Data”). Customer grants Taskworld a non-exclusive, royalty-free, worldwide license to reproduce, distribute, display, and otherwise use Customer Data as necessary to provide the Services, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use Customer Data incorporated within Aggregated Statistics.

3. Feedback. If Customer or its personnel sends Taskworld any suggestions, comments, or other feedback regarding the Services (“Feedback”), Taskworld is free to use the Feedback for any purpose without compensation or attribution.

2.6 Warranty disclaimer. Taskworld IP is provided “AS IS.” Taskworld disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Taskworld does not warrant that Customer’s use of the Services will satisfy or ensure compliance with any legal obligations.

2.7 Indemnification.

1. Taskworld indemnification. Taskworld shall indemnify, defend, and hold harmless Customer from third-party claims that the Services, used in accordance with this Agreement, infringe such third party’s intellectual property rights, provided Customer (i) promptly notifies Taskworld of the claim, (ii) cooperates with Taskworld, and (iii) gives Taskworld sole authority to control the defense and settlement. If a claim is made or appears likely, Taskworld may, at its sole option, (A) modify or replace the affected component to make it non-infringing, (B) procure for Customer the right to continue use, or (C) terminate the Agreement with respect to the affected component on written notice. This indemnity does not apply to claims arising from (1) use of the Services in combination with anything not provided or authorized by Taskworld, (2) modifications not made by Taskworld, or (3) Customer Data.

2. Customer indemnification. Customer shall indemnify and, at Taskworld’s option, defend Taskworld from third-party claims arising from (i) Customer Data, (ii) Customer’s or any Authorized User’s negligence or willful misconduct, (iii) use of the Services not authorized by this Agreement, or (iv) Customer’s failure to obtain consents required from Authorized Users for the lawful use of geolocation, photo capture, time tracking, or other Services features.

3. Sole remedy. This Section 2.7 sets out Customer’s sole remedy and Taskworld’s sole liability for third-party intellectual property claims. In no event will Taskworld’s liability under Section 2.7.a exceed US$100.

2.8 Limitation of liability. In no event will Taskworld be liable under or in connection with this Agreement under any legal theory for any (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages, (b) increased costs, lost business, production, revenues, or profits, (c) loss of goodwill or reputation, (d) loss of or breach of data, or (e) cost of replacement goods or services, regardless of whether Taskworld was advised of the possibility of such losses. Taskworld’s aggregate liability arising out of or related to this Agreement will not exceed the total amount paid by Customer in the twelve (12) months preceding the event giving rise to liability. The foregoing does not limit Customer’s payment obligations.

2.9 Term and termination.

1. Term. Unless earlier terminated as set out below or otherwise provided in an Order Form, Customer’s subscription will automatically renew unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

2. Termination. In addition to any other express termination right, (i) Taskworld may terminate this Agreement on written notice if Customer fails to pay any amount due and the failure continues for more than thirty (30) days after notice, or breaches its obligations under 2.1.c or 2.4, and (ii) either party may terminate on written notice if the other party materially breaches the Agreement and the breach is incapable of cure or remains uncured thirty (30) days after written notice.

3. Effect. Upon expiration or termination, Customer shall immediately discontinue use of the Taskworld IP and certify in writing that all copies have been deleted or destroyed. Termination does not relieve Customer of payment obligations accrued before termination or entitle Customer to a refund.

4. Data return and deletion. Upon termination, Customer may request a data export within thirty (30) days. After that period, Taskworld has no obligation to retain Customer Data and may delete it from its systems, subject to legally required retention periods.

5. Survival. Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9.c, 2.9.d, and 2.11 survive any termination or expiration of this Agreement.

2.10 Free trials. If Customer registers for a free trial, Taskworld will provide trial access to the Services until the earliest of (a) the end of the trial period, (b) the start of a paid subscription, or (c) termination by Taskworld in its sole discretion. Trial-specific terms may apply and are incorporated by reference. Customer Data entered during a trial may be lost if Customer does not purchase a subscription or export the data before the trial ends.

2.11 Miscellaneous.

1. Publicity. Customer grants Taskworld the right to use Customer’s name and logo as a reference on Taskworld’s website and other materials, subject to Customer’s standard trademark guidelines. Customer may opt out by emailing support@taskworld.com.

2. Force majeure. Taskworld is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, fire, flood, earthquake, war, terrorism, civil unrest, strikes, or governmental action.

3. Amendment. Taskworld may amend these Customer Terms by posting an updated version. Material changes take effect as set out in the notice; other changes take effect upon posting. Continued use after the effective date constitutes acceptance.

4. Waiver. No waiver is effective unless in writing and signed by the waiving party.

5. Severability. If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary, and the remainder of the Agreement will continue in effect.

6. Assignment. Customer may not assign its rights or obligations without Taskworld’s prior written consent. Any unauthorized assignment is void.

7. Equitable relief. Each party acknowledges that a breach of Section 2.4 or, in the case of Customer, Section 2.1.c, would cause irreparable harm for which monetary damages would be inadequate, and the non-breaching party is entitled to equitable relief without a bond.

8. Contracting entity, governing law, and disputes. This Agreement is entered into with the Applicable Taskworld Entity. The Applicable Taskworld Entity, the governing law, the jurisdiction, and the dispute-resolution venue (including any arbitral institution and seat) applicable to this Agreement are those identified in the Order Form executed by Customer. Where the Order Form does not expressly designate them, the governing law and venue applicable to the Applicable Taskworld Entity’s principal place of business apply, and any dispute will be referred to and finally resolved by arbitration administered by the institution customarily designated by the Applicable Taskworld Entity for that jurisdiction, before a single arbitrator, in English.

9. Notices. All notices must be in writing and delivered by personal delivery, internationally recognized overnight courier, or email to support@taskworld.com (with confirmation), or to the contact address designated by the Applicable Taskworld Entity in the Order Form.

10. Entire agreement. This Agreement, together with any Order Form and incorporated documents, constitutes the entire agreement between the parties with respect to its subject matter. In the event of conflict between these Customer Terms and an Order Form, the Order Form controls. Non-English translations are for convenience only; the English version is authoritative.