Terms of service

1.The agreement

These terms of service (the “Terms”) constitute a legally binding agreement between Jobiit Technologies Limited, a company incorporated in Ireland under registration number 810674 (VAT number IE4714847GH) and having its registered office at 79 Berford, Duleek, Co. Meath, A92 E67F, Ireland, trading as Workbay (“Workbay”, “we”, “us” or “our”), and the business on whose behalf a workshop account is created on the Service (the “Workshop”, “you” or “your”).

The Terms govern the Workshop’s access to and use of the Service. The privacy policy (the “Privacy Policy”) and the pricing page (the “Pricing Page”) are incorporated into and form part of the Terms. In the event of any conflict or inconsistency, the following order of precedence shall apply: (a) the Data Processing Addendum at section 27, in respect of the processing of personal data; (b) the body of these Terms; (c) the Pricing Page; and (d) the Privacy Policy.

Business customers only. The Service is supplied solely to persons acting in the course of a trade, business, craft or profession. It is not offered to consumers within the meaning of the Consumer Rights Act 2022, and the protections which Irish and European Union law afford to consumers do not apply to the Terms. The individual who creates a workshop account represents and warrants that he or she (i) does so on behalf of a business, (ii) has authority to bind that business to the Terms, and (iii) has read and understood them.

Acceptance. The Workshop accepts the Terms and the Privacy Policy by ticking the acceptance box on the signup form. We record the date and time of acceptance and the version of the Terms accepted against the Workshop’s account, and we retain that record for the Term. Any subsequent use of the Service by the Workshop or its Users, including the invitation of further Users, constitutes affirmation of that acceptance.

Formation. The contract is concluded in English. The version of the Terms accepted is retained by us, and the current version is available at all times at https://workbay.ie/legal/terms. Neither party being a consumer, the parties agree that those provisions of the European Communities (Directive 2000/31/EC) Regulations 2003 concerning pre-contractual information and the acknowledgement of orders which may be excluded by agreement between non-consumers shall not apply.

2.Definitions and interpretation

In the Terms the following expressions have the following meanings:

• Administrator — a User to whom the Workshop has assigned the administrator role. Administrators manage Users, billing, settings and closure of the Workshop’s account.
• App — the Workbay application for iPhone and iPad, distributed through Apple’s App Store, and the Workbay application for Android, distributed through Google Play, including any update to either.
• Business Day — a day other than a Saturday, a Sunday or a public holiday in Ireland.
• Data Processing Addendum — the addendum at section 27.
• Fees — the charges for the Plan as stated on the Pricing Page from time to time, exclusive of VAT.
• Plan — the Standard plan or the Premium plan, on a monthly or a yearly billing interval, as described on the Pricing Page.
• Portal — the web application for Administrators at portal.workbay.ie.
• Service — the Website, the App, the Portal, the public web pages through which the Workshop’s customers and invitees interact with the Workshop (including the online booking page, the estimate-approval page and the invitation page), the documents, emails and notifications the Service generates, and the application programming interfaces and infrastructure by which they are provided.
• Stripe — Stripe Payments Europe, Limited, a company incorporated in Ireland, and its affiliates.
• Stripe Connected Account — a Stripe account opened by the Workshop through the Service under section 18.
• Subscription — the Workshop’s current Plan, its billing interval and its status in our billing system.
• Term — the period described in section 22.
• Trial — the period of 14 days at the commencement of a Subscription during which no Fees are payable.
• User — an individual to whom the Workshop has granted access to the Service, whether as an Administrator or as a mechanic. A User Licence is the entitlement for one such individual to sign in.
• User Account Data — the personal data which we hold as controller in order to operate a User’s account, as described in the Privacy Policy.
• Website — the website at https://workbay.ie.
• Workshop Data — all data, records and content which the Workshop or its Users enter into the Service, or which the Service records or generates on the Workshop’s behalf, including jobs, inspections, defects, estimates, invoices, customers, vehicles, staff records, rota and absence records, photographs, video, signatures, settings, the Workshop’s logo and the documents rendered from any of them.
• Workshop Personal Data — personal data comprised in Workshop Data which relates to (a) the Workshop’s customers, their employees and contacts, drivers and vehicle keepers, or (b) the Workshop’s own staff, in so far as the Workshop records it in the Service. The Workshop is the controller of Workshop Personal Data and we are its processor, on the terms of the Data Processing Addendum.

Interpretation. Headings are for convenience only and do not affect interpretation. The words “including” and “for example” are without limitation. Words in the singular include the plural and vice versa. A reference to a statute or statutory instrument is to it as amended, re-enacted or replaced from time to time. A reference to “writing” includes email. Where the Terms describe the operation of the Service, the description is of the Service as it stands at the effective date shown at the head of the Terms; the Service may be changed in accordance with section 15.

3.The Service

Workbay is workshop-management software for vehicle workshops. It provides job cards, inspection sheets, defect and compliance-date records, a diary, estimates, invoicing, customer and vehicle records, parts and stock, reporting, exports and, on Premium, online customer bookings, a staff rota, vehicle lookups, manufacturer service schedules and payment collection through Stripe. The features included in each Plan are those stated on the Pricing Page, as varied from time to time in accordance with section 15.

The Service records work; it does not perform or assess it. Judgements as to the condition, safety or roadworthiness of a vehicle are made exclusively by the persons inspecting it. An answer recorded on an inspection sheet is a record of that person’s judgement and not a substitute for it. Workbay makes no assessment of any vehicle and gives no opinion as to its condition.

Workbay is not a test centre. The pre-CVRT and pre-NCT inspection sheets supplied with the Service are checks which a workshop may carry out before a vehicle is presented for its statutory roadworthiness test. Completion of such a sheet certifies nothing, has no effect on the vehicle’s test status, and does not alter any compliance date held in the Service, which the Workshop enters and maintains itself in accordance with section 12.

The Service is provided from the European Union and is designed for workshops established in Ireland. It may be used elsewhere, but its VAT treatment, address lookup, vehicle lookup, inspection sheets and compliance-date handling are built for Irish law and practice, and we give no assurance that they are suitable for use in any other jurisdiction.

The App requires a device and operating-system version which we support from time to time. Tap to Pay is available only on the devices which Apple or Google, as applicable, and Stripe support for that purpose.

4.Accounts, Users and licences

A workshop account is created on the Website by an individual who thereby becomes its first Administrator. Administrators may invite further Users by email. Each User signs in with his or her own email address and password. Authentication is provided by Google’s Firebase Authentication service; passwords are neither transmitted to nor stored by us.

Standard includes one User Licence, counted as the number of active Users together with invitations which have been issued but not yet accepted. Premium includes an unlimited number of User Licences. A member of the Workshop’s staff whose work is recorded in the Service by another User does not require a User Licence unless he or she signs in personally.

The Workshop is responsible for its Users, including for the accuracy of what they enter, for their compliance with the Terms, for keeping sign-in credentials confidential, and for promptly withdrawing access from any individual who leaves the Workshop or ceases to be authorised. Any act or omission through a User’s account shall be treated as the act or omission of the Workshop. The Workshop shall notify us without delay at hello@workbay.ie if it knows or suspects that an account has been compromised.

Each User must be at least sixteen years of age. The Workshop warrants that it has a lawful basis, ordinarily the employment or engagement relationship, for providing us with the names and email addresses of the individuals it invites, and that it has given them the information which data-protection law requires.

Deletion of a User’s own account. A User may delete his or her own account from the App. On deletion, the User’s name and email address are removed from our systems and replaced with a pseudonymous identifier, the User can no longer sign in, and any device tokens are deleted. The work recorded against that User is retained in the Workshop’s records under the pseudonymous identifier, because the Workshop is obliged to keep an accurate record of who carried out work on a vehicle (see section 12) and because the record may be required for the establishment, exercise or defence of legal claims. The last remaining Administrator of a Workshop may not delete his or her own account without first appointing another Administrator or closing the Workshop under section 8.

5.Free trial

Each new Workshop receives a Trial of 14 days on the Plan selected at signup. No payment method is taken at signup. Three days before the Trial ends we email the Administrators a link at which a payment method may be added.

If no payment method has been added when the Trial ends, the Subscription is paused: no Fees are charged, Workshop Data remains readable and exportable in accordance with section 9, and the Subscription resumes, and the first Fees are charged, when a payment method is added. If a payment method has been added, the Plan commences, and the first Fees are charged, on the day the Trial ends.

One Trial is available per Workshop. We may refuse, shorten or terminate a Trial where we reasonably believe that it is being used to avoid the payment of Fees, including through repeated Trials for the same business under different names. We may withdraw or vary the Trial offer for new Workshops at any time without affecting Trials already commenced.

6.Fees and payment

The Fees for each Plan are those stated on the Pricing Page, exclusive of VAT. VAT is charged in addition at the rate applicable on the date of each invoice and is shown separately. A change in the rate of VAT alters the VAT charged and not the Fees. The yearly Fee is equal to eleven monthly Fees and purchases twelve months’ service.

Fees are payable in advance for each monthly or yearly billing period, commencing on the day the Trial ends, and are collected by Stripe on our behalf by the payment methods offered in our billing portal. A VAT invoice in our name is issued for each charge and sent by email to the Workshop’s billing address, which is the email address of the Administrator who created the Workshop unless changed in the billing portal. The Workshop authorises us and Stripe to charge the payment method on file for each renewal and for any change of Plan under section 7.

If a payment fails, Stripe will retry it and we will notify the Administrators by email. The consequences of continued non-payment are set out in section 9. Without prejudice to section 9, we reserve the right to claim interest and compensation on overdue sums under the European Communities (Late Payment in Commercial Transactions) Regulations 2012.

Fees are non-refundable. A yearly Plan cancelled before the end of the year is not refunded pro rata, and a monthly Plan is not refunded for any part of a month. Nothing in this section limits any refund which the law requires, any refund expressly provided for elsewhere in the Terms, or any refund which we elect to give where the Service has been unavailable through our fault.

We may vary the Fees for a Plan by giving the Administrators not less than thirty days’ notice by email. A variation takes effect at the Workshop’s first renewal after the notice period has expired. A Workshop which does not accept the variation may cancel under section 8 before that renewal and shall owe nothing further.

The Workshop is responsible for all taxes, duties and levies on the Fees other than Irish VAT, for supplying us with an accurate VAT number and billing address, and for notifying us promptly of any change to them. A Workshop established outside Ireland shall notify us and supply a valid VAT identification number so that VAT may be accounted for correctly, including under the reverse-charge mechanism where it applies.

7.Changing Plan

The Workshop may change between Standard and Premium, and between monthly and yearly billing, at any time through the billing portal. The difference in Fees for the remainder of the current billing period is calculated pro rata by Stripe and charged or credited on the Workshop’s next invoice.

A change from Premium to Standard removes no User and disables no account. If the Workshop then holds more User Licences than Standard includes, the Service continues in full for seven days, during which the Administrators are notified by email and in the App. After seven days, sign-in is restricted to the Workshop’s first Administrator until the number of User Licences held is within the Plan’s limit, which the Workshop may achieve at any time by withdrawing a User’s access or by returning to Premium; the restriction is lifted immediately when it does.

On a change from Premium to Standard, online customer bookings, the staff rota, vehicle lookups, manufacturer service schedules and AI works descriptions cease to be available immediately, and an online booking page which is switched on ceases to accept bookings. Invoicing through Stripe continues for seven days, and the Administrators are notified of the date on which it ends; thereafter invoices are issued and numbered by Workbay from the Workshop’s own sequence, which does not continue Stripe’s. Invoices already issued through Stripe remain payable and continue to be settled to the Workshop’s Stripe Connected Account.

8.Cancellation and closure by the Workshop

The Workshop may cancel the Subscription at any time through the billing portal, which is linked from every invoice email and from the billing page. The Subscription continues until the end of the billing period already paid for, no further Fees are charged, and thereafter section 9 governs the Workshop’s access to Workshop Data.

An Administrator may also close the Workshop from the App. Closure cancels the Subscription immediately and permanently deletes Workshop Data: it is deleted from our database at once, and rendered documents, photographs, video and other stored files are deleted from our storage providers within thirty days. Closure is irreversible. Before proceeding, the App states what will be deleted and requires the Workshop’s name to be typed in confirmation. The Workshop is solely responsible for exporting, before closure, everything it wishes to retain, and for satisfying by other means any obligation it has to retain records (see section 12).

9.Lapsed Subscriptions and continued access to Workshop Data

Where a payment fails, or a Trial ends without a payment method having been added, the Service continues in full for one further day, during which we notify the Administrators by email. On the expiry of that period, and on the expiry of a cancelled Subscription, the Service becomes read-only for the Workshop: Workshop Data remains readable and exportable in the App and the Portal, but no new work may be recorded. Payment through the link we email restores full access, and the Workshop resumes where it left off.

The Workshop’s right to read and export its Workshop Data is never withdrawn by reason of the status of the Subscription. A Workshop may take its records with it at any time.

We retain the Workshop Data of a lapsed or cancelled Workshop in read-only form for a period of not less than twelve months from the date on which the Subscription ended. Thereafter we may delete it, having first given the Administrators not less than thirty days’ notice by email so that it may be exported. Closure by an Administrator under section 8 deletes Workshop Data immediately.

10.Suspension and termination by Workbay

We may suspend or restrict the Workshop’s access to the Service, or terminate the Terms, if the Workshop commits a material breach of the Terms and, where the breach is capable of remedy, fails to remedy it within fourteen days of receiving written notice from us describing the breach.

We may suspend access immediately, giving notice as soon as reasonably practicable afterwards, where we reasonably consider suspension necessary to prevent or investigate fraud, unlawful activity or a threat to the security or integrity of the Service, to protect other workshops, or to comply with a legal obligation or the direction of a competent authority. Suspension for non-payment is governed by section 9 and not by this section.

Either party may terminate the Terms by written notice with immediate effect if the other becomes insolvent, is unable to pay its debts as they fall due, has a receiver, examiner, liquidator or similar officer appointed over any of its assets, enters into any composition or arrangement with its creditors, or ceases to carry on business.

On termination by us under this section, section 9 continues to apply: the Workshop may read and export its Workshop Data for not less than twelve months unless the law prohibits us from permitting it. Fees already paid are not refundable.

11.Workshop Data

The Workshop owns its Workshop Data. We claim no right, title or interest in it beyond the licence in this section. The Workshop grants us a non-exclusive, royalty-free, worldwide licence for the Term and any retention period under section 9 to host, store, copy, transmit, render, back up and process Workshop Data, and to transfer it to the sub-processors listed in the Privacy Policy, solely for the purposes of providing, securing, supporting and improving the Service and of complying with the law.

We may compile aggregated statistics concerning the use of the Service which do not identify the Workshop, any User or any customer of the Workshop, and we may use and publish such statistics. They are not Workshop Data. We also keep, for our own account-management purposes, figures describing each Workshop’s use of the Service (such as the number of jobs and invoices recorded and the number of active devices), as described in the Privacy Policy.

We do not sell Workshop Data, use it for advertising, or use it to train machine-learning models. Where a User elects to have a works description tidied under section 13, the text of that description is transmitted to the provider named in the Privacy Policy for that request only.

We access Workshop Data only to the extent necessary to provide, support and secure the Service (for example, to investigate a fault reported by the Workshop), to manage our relationship with the Workshop, or where the law requires. Our personnel and contractors with such access are bound by obligations of confidentiality.

The Workshop is responsible for the accuracy, quality and lawfulness of Workshop Data, including for having the right to hold its customers’ and staff’s personal data and to upload the photographs and video it records. The Data Processing Addendum sets out the terms on which we process Workshop Personal Data on the Workshop’s behalf.

Export. The Workshop may at any time export its invoices, job reports, statements of account, inspection reports and an accounts ledger from the App and the Portal, in open formats (PDF, CSV and ZIP). We may add formats and shall not withdraw the ability to export.

12.Inspection records, compliance dates and the Workshop’s obligations

The inspection sheets supplied with the Service are prepared by us from published sources, including the Road Safety Authority’s tester manuals for the CVRT and the NCT, and from the practice of commercial-vehicle workshops. We maintain them with reasonable care but give no warranty that any sheet is complete, current or sufficient for any particular vehicle, test or legal purpose. The Workshop alone determines what is to be inspected and how.

All statutory obligations attaching to vehicle maintenance, inspection and defect records, including an operator’s obligations under the Road Safety Authority (Commercial Vehicle Roadworthiness) (Vehicle Maintenance and Repair) Regulations 2013 to keep maintenance, inspection and defect records for the prescribed period and to produce them to an authorised officer, remain with the operator or the Workshop, as the law places them. The Service assists a Workshop in keeping such records; it does not assume any duty to keep them.

Compliance dates (CVRT, NCT, tachograph calibration and similar) are entered by the Workshop from the vehicle’s own documents. The Service never sets or alters a compliance date itself. The Service displays the dates the Workshop has entered, marks those falling due, and may project an estimated service date from the mileage recorded on the vehicle; such a projection is an estimate only. No indication given by the Service that a date is approaching, and no absence of such an indication, relieves the Workshop of its responsibility to verify dates against the vehicle and its documents, and we accept no liability for any consequence of a date being wrong, missed or not entered.

Estimates and invoices are the Workshop’s own documents, issued in its name to its customers. The Service calculates VAT from the Workshop’s settings and the composition of each job, applying the rules for mixed supplies of goods and services as we understand them. The Workshop is responsible for reviewing every estimate and invoice before it is issued, and for the correctness of its VAT registration status, VAT treatment, rates, prices and descriptions. We do not provide tax advice.

13.AI features

On Premium, a User may request that the Service tidy the spelling and punctuation of a works description. The text of that description is transmitted to Google’s Gemini API for that request and a suggestion is returned. The suggestion is a suggestion only: the User reads both versions and decides which to keep; the original wording is retained when a suggestion is accepted; nothing is transmitted unless a User requests it; and no other Workshop Data is transmitted with it. The Workshop is responsible for whatever its Users accept. We may change or withdraw the provider or the feature in accordance with section 15.

14.Acceptable use

The Workshop shall not, and shall ensure that its Users do not:

1. use the Service to record, store or transmit anything unlawful, or anything which the Workshop has no right to hold;
2. enter false records, including an inspection answer for a check which was not carried out or a labour entry for work which was not done;
3. share sign-in credentials, or permit any person who is not a licensed User to sign in;
4. probe, scan, overload, disrupt or interfere with the Service or its security, or attempt to access another workshop’s data;
5. copy, modify, reverse-engineer, decompile or create derivative works from the Service or the App, save to the extent that applicable law permits notwithstanding this restriction;
6. resell, sublicense, rent, lease or otherwise make the Service available to any third party, or use it to build or assist a competing product;
7. send through the Service any email or notification which is unlawful, abusive or unsolicited marketing; or
8. use the Service in breach of the terms of Stripe, Apple or Google where those terms apply.

Where we reasonably believe that this section has been breached we may remove the content concerned and act under section 10, and we shall inform the Workshop of the reason.

15.Availability, support and changes to the Service

We shall use reasonable endeavours to keep the Service available at all times and to notify the Administrators by email in advance of planned maintenance where reasonably practicable. The App continues to operate on the device without a network connection and synchronises when a connection returns. We do not warrant any particular level of availability, and save as expressly provided in section 19 the Service is provided “as available”.

Support is provided by email at hello@workbay.ie on Business Days and is included in both Plans. We aim to respond within one Business Day. That aim is a target and not a contractual service level.

We develop the Service continually and may add, modify or remove features. Where a change materially reduces the features included in a Plan, we shall give the Administrators not less than thirty days’ notice by email, and a Workshop which does not accept the change may cancel before it takes effect and shall receive a pro-rata refund of any yearly Fee for the unexpired period. Features designated as previews or betas may be modified or withdrawn without notice.

The Service depends on services supplied by third parties, including Apple, Google, Stripe and the providers named in the Privacy Policy. We are not responsible for their availability or for changes they make, but shall use reasonable endeavours to mitigate the effect of any such change on the Service.

16.Intellectual property and licence to use the Service

We and our licensors own all intellectual property rights in the Service, the App, the Portal, the inspection-sheet templates, the document designs, and the Workbay name and mark. Nothing in the Terms transfers any of those rights. The records which the Workshop creates using a template belong to the Workshop as Workshop Data under section 11; the template itself remains ours.

Subject to the Terms, we grant the Workshop a non-exclusive, non-transferable, non-sublicensable licence for the Term to permit its Users to use the Service, and to install and use the App on devices which the Workshop or its Users own or control, solely for the purpose of operating the Workshop’s business.

Tap to Pay on iPhone and Tap to Pay on Android are each additionally subject to the terms presented on the device when the feature is set up. If the Workshop provides us with feedback or suggestions, we may use them without obligation or attribution. We shall not name the Workshop as a customer in marketing material without its prior consent.

17.Confidentiality

Each party shall keep the other’s confidential information confidential, use it only for the purposes of the Terms, and disclose it only to those of its personnel, advisers and (in our case) sub-processors who need to know it and are bound by obligations of confidentiality no less protective than this section, or where required by law or by a competent authority. For this purpose our confidential information includes non-public information about the Service and any pricing or commercial arrangement agreed with the Workshop, and the Workshop’s confidential information includes Workshop Data and any non-public information about its business disclosed to us. This section does not apply to information which is or becomes public through no fault of the receiving party, which the receiving party already held free of any obligation of confidence, or which it independently developed without reference to the other’s information. This section survives termination for five years, and in respect of Workshop Data for as long as we hold it.

18.The Workshop’s customers’ payments (Stripe Connect and Tap to Pay)

On Premium, the Workshop may open a Stripe Connected Account through the Service. Once it has done so, the Workshop’s invoices are numbered, delivered and chased by Stripe, and the Workshop may accept card payments at the counter, by payment link, by Tap to Pay on iPhone or Tap to Pay on Android, and bank transfers and SEPA direct debits collected by Stripe, in each case to the extent that the Workshop has enabled the method in its Stripe dashboard. All such payments are made directly to the Stripe Connected Account. Workbay does not hold, receive or transmit the Workshop’s customers’ money at any time and is not a party to any transaction between the Workshop and its customer.

The Workshop is the merchant of record for those transactions. It appears on its customers’ statements, is responsible for the goods and services it supplies, and bears Stripe’s processing fees, refunds, chargebacks and any negative balance on the Stripe Connected Account. Workbay currently charges no platform fee on those payments. Should we introduce one, we shall give the Administrators not less than thirty days’ notice, and it shall apply only to payments taken after it takes effect.

By opening a Stripe Connected Account the Workshop enters into the Stripe Connected Account Agreement, which incorporates the Stripe Services Agreement, directly with Stripe, and authorises us to transmit to Stripe the information Stripe requires to open and operate the account and to issue the Workshop’s invoices. Stripe processes the Workshop’s and its customers’ data in connection with the Stripe Connected Account under that agreement and Stripe’s own privacy policy, and not as our sub-processor. Stripe may decline, restrict or close an account under its own terms; we are not responsible for Stripe’s decisions and shall pass on to the Workshop what Stripe tells us.

Tap to Pay is available only on supported devices and requires completion of the setup steps presented in the App, including acceptance of the terms of Apple or Google, as applicable, and of Stripe. The Workshop is responsible for using Tap to Pay in accordance with those terms and for the physical and software security of the devices it uses.

Where the Workshop records cash and bank-transfer payments itself, or issues invoices through Workbay rather than through Stripe, the invoice and the record of payment are the Workshop’s own, and we make no representation to the Workshop’s customers in respect of them.

19.Warranties and disclaimers

We warrant that we shall provide the Service with reasonable skill, care and diligence and substantially as described on the Website. Save for that warranty, the Service is provided “as is”, and, to the fullest extent permitted by law, we exclude all other warranties, conditions, representations and terms, whether express or implied by statute, common law or otherwise, including any implied term as to satisfactory quality, fitness for a particular purpose, accuracy, completeness or non-infringement. The Workshop acknowledges that it has not relied on any representation not expressly set out in the Terms.

Without limiting the foregoing, we do not warrant that the Service will be uninterrupted or error-free, that any inspection sheet is complete or sufficient for any legal purpose, that any VAT calculation is correct for the Workshop’s circumstances, that any indication that a date is falling due will be shown, or that the Service satisfies any regulatory requirement to which the Workshop is subject. The Workshop is responsible for verifying every output on which it relies.

20.Limitation of liability

Nothing in the Terms excludes or limits either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded or limited under Irish law.

Subject to the first paragraph of this section, our total aggregate liability to the Workshop arising out of or in connection with the Terms or the Service, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, in respect of all claims arising in any period of twelve months, shall not exceed the greater of (a) the Fees paid or payable by the Workshop to us in the twelve months immediately preceding the event giving rise to the first such claim and (b) €1,000.

Subject to the first paragraph of this section, we shall not be liable, however arising and even if we were advised of the possibility, for any loss of profit, revenue, business, contracts or anticipated savings; loss or corruption of data, beyond restoring it from our backups where we are able to do so; loss of goodwill or reputation; any fine, penalty or interest imposed on the Workshop by a regulator, the Revenue Commissioners, the Road Safety Authority or a court; or any indirect, special or consequential loss.

We shall not be liable for any loss arising from an error or omission of the Workshop or a User; from inaccurate, incomplete or unlawful data entered into the Service; from the Workshop’s failure to export or back up Workshop Data, or to keep records which the law requires it to keep; from any judgement about a vehicle made by a person using the Service; or from the acts or omissions of Stripe, Apple, Google or any other third party outside our control.

The limitations in this section apply also to our liability under the Data Processing Addendum, save that nothing in the Terms limits either party’s liability to a data subject under Article 82 of the GDPR. The Workshop’s liability to pay the Fees, and its liability under section 21, are not limited by this section.

21.Indemnity

The Workshop shall indemnify and hold harmless Workbay and its directors, officers, employees and agents (the “Indemnified Persons”) against all claims, demands, actions, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) any claim by a customer of the Workshop or any other third party relating to work which the Workshop performed or failed to perform, or to a vehicle which it inspected; (b) the Workshop’s VAT, tax or invoicing errors; (c) Workshop Data which the Workshop had no right to hold or which infringes the rights of any person; (d) any breach by the Workshop of its obligations as controller under the Data Processing Addendum or data-protection law; or (e) any breach of the Terms or of applicable law by the Workshop or a User.

We shall notify the Workshop promptly of any claim to which this section applies, shall not admit liability in respect of it without the Workshop’s consent (not to be unreasonably withheld), and shall permit the Workshop to conduct the defence and settlement of the claim at its own expense, provided that the Workshop conducts it diligently, keeps us informed, and does not settle on terms which admit liability on the part of, or impose any obligation on, an Indemnified Person without our prior written consent. We hold the benefit of this section on trust for each other Indemnified Person and may enforce it on his or her behalf.

22.Term and survival

The Terms take effect on the date the workshop account is created and continue in force until the later of the end of the Subscription and the deletion of Workshop Data under section 8 or section 9, unless terminated earlier under section 10 (the “Term”).

The following provisions survive expiry or termination of the Terms, together with any other provision which by its nature is intended to survive: section 6 (in respect of sums accrued), section 9, section 11, section 12, section 16, section 17, section 19, section 20, section 21, section 25, section 26 and section 27.

23.Variation of the Terms

We may vary the Terms from time to time. When we do, the effective date at the head of the Terms is updated and we notify the Administrators by email, describing the variation, not less than thirty days before a variation which adversely affects the Workshop takes effect. Continued use of the Service after the effective date constitutes acceptance of the variation. A Workshop which does not accept the variation may cancel under section 8 before the effective date and, on a yearly Plan, shall receive a pro-rata refund of the Fees for the unexpired period. A variation required by law, or which is solely to the Workshop’s benefit, may take effect on shorter notice.

The current version of the Terms is available at all times at https://workbay.ie/legal/terms.

24.Notices and communications

We give notice to the Workshop by email to the addresses with which its Administrators sign in, and may additionally give notice by notification in the App or the Portal. The Workshop gives notice to us by email to hello@workbay.ie. A notice sent by email is deemed received on the next Business Day after transmission. The Workshop agrees that agreements, notices and other communications which we provide electronically satisfy any requirement of law that they be in writing, in accordance with the Electronic Commerce Act 2000.

We may email the Administrators about the Service, including new features, changes and matters requiring their attention. Marketing email carries an unsubscribe link. Service email, including invoices, billing notices and notices under the Terms, is part of the Service and cannot be unsubscribed from while the Workshop has an account.

25.General

• Entire agreement. The Terms, the Privacy Policy, the Pricing Page and, where the Workshop has opened a Stripe Connected Account, the Stripe agreements referred to in section 18 constitute the entire agreement between the parties concerning their subject matter and supersede all prior discussions, representations and arrangements. Each party acknowledges that it has not relied on any statement not set out in them. Nothing in this paragraph limits liability for fraud.
• Assignment. We may assign, novate or otherwise transfer the Terms, in whole or in part, to an affiliate or to a successor to all or part of our business, and shall notify the Workshop if we do. The Workshop may not assign or transfer the Terms or its workshop account without our prior written consent, which shall not be unreasonably withheld in the case of a genuine transfer of the Workshop’s business.
• Subcontracting. We may subcontract the performance of our obligations, including to the sub-processors listed in the Privacy Policy, and remain responsible for the acts and omissions of our subcontractors as if they were our own.
• Force majeure. Neither party shall be liable for any failure or delay in performing its obligations (other than an obligation to pay) caused by an event beyond its reasonable control, including failure of the internet or of any telecommunications or power network, failure of the services of Apple, Google or Stripe, cyber-attack, industrial action (other than by the affected party’s own workforce), epidemic or pandemic, and act of government. If such an event continues for more than thirty days, either party may terminate the Terms on written notice.
• Severability. If any provision of the Terms is held invalid, illegal or unenforceable, it shall be severed or narrowed to the minimum extent necessary and the remaining provisions shall continue in full force and effect.
• Waiver. No failure or delay by either party in exercising any right or remedy constitutes a waiver of it, and no single or partial exercise precludes any further exercise.
• Relationship. Nothing in the Terms creates a partnership, joint venture, agency or employment relationship between the parties, and neither party has authority to bind the other.
• Third parties. Save for Apple and its subsidiaries under section 16 and the Indemnified Persons under section 21, no person other than the parties has any right to enforce any provision of the Terms.

26.Governing law and jurisdiction

The Terms, and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with them, their subject matter or formation, or the Service, are governed by and shall be construed in accordance with the laws of Ireland. Each party irrevocably submits to the exclusive jurisdiction of the courts of Ireland, save that either party may seek injunctive or other urgent interim relief in any court of competent jurisdiction.

Before commencing proceedings, each party shall first raise the dispute in writing with the other and, if it is not resolved within thirty days, shall consider in good faith referring it to mediation before a mediator registered in Ireland. Neither party is obliged to mediate, and this paragraph does not prevent or delay an application for urgent relief.

27.Data Processing Addendum

This addendum applies to the processing by us of Workshop Personal Data on the Workshop’s behalf and constitutes the contract required by Article 28(3) of Regulation (EU) 2016/679 (the “GDPR”). Expressions used in this addendum which are defined in the GDPR have the meanings given there. In respect of User Account Data we are a controller, and the Privacy Policy applies instead of this addendum.

28.Contact

Jobiit Technologies Limited, trading as Workbay. Email: hello@workbay.ie. Post: Jobiit Technologies Limited, 79 Berford, Duleek, Co. Meath, A92 E67F, Ireland. Registered in Ireland, company number 810674; VAT number IE4714847GH.