Terms of Service

1. About Bluebird and These Terms

These Global Terms of Service (“Terms”) govern access to and use of the Bluebird workforce management platform, including its cloud-based applications, modules, features and related online services (“Service”).

Bluebird is provided by Advanced Solutions for Information Systems (“ASIS”), acting through the ASIS legal entity identified during checkout, in the applicable Order Form, subscription confirmation or invoice (“ASIS”, “we”, “us” or “our”).

The organisation purchasing, subscribing to or using the Service is referred to as the “Customer”, “you” or “your”.

The Service is intended for businesses, companies, government entities, institutions and other organisations. It is not intended for personal or consumer use unless expressly stated otherwise.

The applicable ASIS contracting entity, billing currency, taxes and any country-specific terms will be identified during the purchasing or subscription process where applicable.

2. Documents Forming the Agreement

These Terms apply together with the following documents:

• Privacy Policy
• Refund and Cancellation Policy
• Subscription and Billing Terms
• any applicable Order Form, subscription confirmation or online order and
• any country-specific, service-specific or product-specific terms expressly presented to the Customer.

Together, these documents constitute the agreement between ASIS and the Customer relating to the Service (“Agreement”).

If ASIS and the Customer enter into a separately negotiated and signed agreement relating to the same Service, that signed agreement shall prevail over these online Terms to the extent of any direct conflict.

3. Acceptance of the Agreement

By subscribing to, purchasing or using the Service, the Customer agrees to be bound by the Agreement.

For subscriptions purchased online, acceptance may be provided by selecting or ticking the applicable acceptance box during checkout.

Where acceptance is required at checkout, payment cannot be completed until the required acceptance has been provided.

ASIS may maintain electronic records of acceptance, including:

• the applicable document and version
• date and time of acceptance
• name and email address of the person accepting
• organisation name
• subscription or transaction reference
• originating IP address and
• other information reasonably required to evidence the transaction.

4. Authority to Accept

The individual accepting the Agreement represents and warrants that they are authorised to enter into the Agreement on behalf of the organisation identified during registration or checkout.

The Customer is responsible for ensuring that the person purchasing or activating the Service has sufficient authority to do so.

ASIS is not required to independently verify internal signing authority, corporate resolutions, delegations or similar authorisations during online checkout.

Where a person purports to enter into the Agreement without appropriate authority, ASIS reserves all rights and remedies available under applicable law.

5. Scope of the Online Subscription

An online subscription covers the cloud-hosted Service and the modules, features, add-ons, users, employee records and services expressly included in the selected subscription package.

Unless expressly stated during checkout or in an applicable Order Form, an online subscription does not include:

• on-premise deployment
• self-hosted deployment
• source-code licensing or transfer
• source-code escrow
• bespoke software development
• custom software modules
• customer-specific modifications
• integration with third-party systems, applications, devices or platforms
• custom reports
• data migration
• implementation consultancy
• business-process consultancy
• custom training
• hardware, biometric devices or other physical equipment or
• services outside the published scope of the selected subscription.

Additional services may be purchased under a quotation, Order Form, statement of work or separate agreement.

6. Service Provisioning

Following successful payment and completion of any required verification procedures, ASIS will provision the Customer’s Service environment or tenant.

The designated administrator may receive:

• a tenant identifier
• administrator username
• temporary or initial password and
• any other information necessary to access the Service.

Provisioning is generally automated, but ASIS may delay activation where reasonably necessary for:

• payment verification
• fraud prevention
• security review
• regulatory requirements
• technical configuration or
• other legitimate operational reasons.

The Customer is responsible for changing temporary credentials and maintaining the confidentiality and security of all credentials thereafter.

7. Subscription Plans, Seats and Usage Limits

Each subscription plan may include defined limits relating to:

• employees
• users
• administrators
• transactions
• devices
• storage
• API usage
• modules or
• other Service functionality.

Unless otherwise stated, a seat is consumed by each active employee record or user enabled within the Customer’s tenant.

The Service may automatically enforce applicable subscription limits.

Additional capacity may be purchased at the prevailing rates applicable at the time of purchase.

The Customer must not circumvent or attempt to circumvent subscription, licensing, security or usage controls.

8. Free Trials and Promotional Access

ASIS may provide free trials, demonstrations, promotional subscriptions or other limited access to the Service.

Such access may be subject to:

• limited functionality
• reduced numbers of employees or users
• transaction or storage limits
• limited support
• restricted integrations
• shorter data-retention periods or
• other conditions communicated by ASIS.

Trials are provided for evaluation purposes only.

Unless otherwise stated, ASIS may modify, suspend or discontinue a free trial or promotional offering at any time.

Trial data may be deleted where the trial is not converted to a paid subscription in accordance with the applicable retention policy.

9. Customer Responsibilities

The Customer is responsible for its use of the Service.

9.1 Data Accuracy

The Customer is responsible for the accuracy, completeness and lawfulness of all information entered, imported or processed through the Service, including:

• employee information
• attendance records
• working schedules
• shifts
• leave balances
• overtime information
• payroll-related information and
• any other workforce or operational information.

9.2 Service Configuration

The Customer is responsible for configuring and validating the Service according to its own requirements and applicable laws and regulations.

This may include configuration of:

• working hours
• attendance rules
• shift schedules
• overtime calculations
• leave rules
• holidays
• payroll rules
• approval workflows
• employee policies and
• other business rules.

The Customer must review and test configurations before relying on calculations or outputs produced by the Service.

9.3 Users and Administrators

The Customer is responsible for all actions performed through its tenant by its administrators, employees, authorised users and representatives.

9.4 Access and Security

The Customer must:

• keep credentials confidential
• use reasonable security controls
• prevent unauthorised sharing of credentials
• promptly remove access from users who are no longer authorised and
• notify ASIS promptly of suspected unauthorised access, security incidents or compromised credentials.

9.5 Privacy and Employee Data

The Customer is responsible for ensuring that it has a valid legal basis for collecting and processing personal information through the Service.

This includes responsibility for providing any legally required notices and obtaining any required consents or permissions from employees, contractors or other individuals.

Special care must be taken where the Customer uses:

• biometric data
• identity information
• location data
• attendance records
• employment information or
• other sensitive or regulated categories of personal information.

Further details are provided in the Privacy Policy.

10. No Legal, HR, Payroll or Compliance Advice

Bluebird is a configurable workforce management software platform.

ASIS does not provide legal, tax, accounting, employment, payroll, human-resources or regulatory advice through the Service.

Any:

• default configuration
• calculation
• template
• workflow
• sample policy
• report
• dashboard
• documentation or
• other information

provided through the Service is for software functionality and convenience only.

The Customer is responsible for determining whether its use and configuration of the Service comply with laws, employment rules, payroll requirements and regulations applicable to its organisation, employees and operations.

ASIS does not guarantee that a default configuration is legally appropriate in any specific country or jurisdiction.

11. Acceptable Use

The Customer must not, and must not permit any third party to:

1. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying structure of the Service, except where such restriction is prohibited by applicable law
2. copy, reproduce or create unauthorised derivative works from the Service
3. resell, sublicense, rent, lease or commercially redistribute the Service without ASIS’s prior written consent
4. provide access to the Service as a service bureau or competing managed service
5. upload, store, process or distribute unlawful, infringing, defamatory, fraudulent, abusive or malicious content
6. introduce malware, ransomware, viruses or other harmful code
7. attempt unauthorised access to another Customer’s tenant, ASIS infrastructure or associated systems
8. interfere with the availability, integrity, security or performance of the Service
9. conduct vulnerability scanning, penetration testing, stress testing or load testing without prior written approval
10. use automated extraction, scraping or similar techniques except through interfaces expressly authorised by ASIS
11. circumvent technical or licensing restrictions
12. remove or modify intellectual-property notices
13. use the Service for unlawful surveillance or unlawful processing of personal information or
14. use the Service in violation of applicable sanctions, export-control, anti-bribery, anti-corruption or other applicable laws.

12. Suspension

ASIS may suspend all or part of the Customer’s access to the Service where ASIS reasonably believes that:

• the Service is being used unlawfully
• the Customer has materially breached the Agreement
• payment is materially overdue in accordance with the Subscription and Billing Terms
• continued access creates a cybersecurity, infrastructure or data-security risk
• Customer credentials appear to have been compromised
• the Service is being used in a manner that materially affects other customers
• suspension is required by law, regulation, court order or competent authority or
• immediate action is reasonably necessary to protect ASIS, the Customer, other customers or the Service.

Where reasonably practicable, ASIS will notify the Customer of the reason for suspension.

ASIS will restore access when the circumstances leading to suspension have been resolved to its reasonable satisfaction.

13. Intellectual Property Rights

ASIS and its licensors retain all intellectual-property and proprietary rights in the Service, including rights relating to:

• software
• source code
• algorithms
• database design and structures
• system architecture
• APIs
• documentation
• workflows
• interfaces
• reports
• designs
• trademarks
• logos
• branding
• updates
• improvements and
• derivative works.

Nothing in the Agreement transfers ownership of the Service or its intellectual property to the Customer.

Subject to payment of applicable fees and compliance with the Agreement, ASIS grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Service for its internal organisational purposes during the subscription term.

Customer Data

The Customer retains all ownership rights in information and data submitted to the Service by or on behalf of the Customer (“Customer Data”).

ASIS does not claim ownership of Customer Data.

ASIS may process Customer Data only as permitted under the Agreement, Privacy Policy and applicable law.

Feedback

Where the Customer voluntarily provides suggestions, ideas, recommendations or feature requests, ASIS may use such feedback for the development and improvement of Bluebird without payment or obligation to the Customer.

14. Third-Party Services and Integrations

The Service may interact with third-party products, APIs, cloud services, payment providers, biometric devices, payroll platforms, messaging services or other external systems.

ASIS is not responsible for the availability, performance, security or functionality of third-party services that are outside ASIS’s reasonable control.

Third-party products may be subject to separate terms, licences and privacy policies.

Changes made by a third-party provider may require modifications to integrations and may result in additional work, fees or implementation requirements.

15. Service Availability and Maintenance

ASIS targets monthly Service availability of 99.5%.

The following are excluded from availability calculations:

• scheduled maintenance
• emergency maintenance
• cybersecurity or stability-related maintenance
• failures caused by Customer systems or configuration
• Customer network or internet failures
• third-party system or integration failures
• public internet failures
• cloud-infrastructure failures outside ASIS’s reasonable control
• force majeure events and
• authorised suspension under the Agreement.

The availability percentage is a target and does not constitute a guaranteed service level unless a separately agreed Service Level Agreement (“SLA”) expressly states otherwise.

Service credits or refunds are not automatically payable for failure to meet the availability target unless expressly provided under an applicable SLA.

16. Updates and Changes to the Service

ASIS may update, modify, improve or replace features of the Service from time to time.

ASIS may make changes for reasons including:

• product improvement
• cybersecurity
• regulatory compliance
• technology changes
• infrastructure changes
• performance
• compatibility or
• third-party dependency changes.

ASIS will use commercially reasonable efforts to avoid materially reducing the overall core functionality of a paid subscription during its active term.

Features identified as beta, preview, experimental or early access may be changed or discontinued at any time.

17. Subscription Term and Renewal

The subscription runs for the period selected during checkout or specified in the applicable Order Form.

Unless expressly stated otherwise during the purchasing process, subscriptions purchased online do not automatically renew.

Renewals, billing dates, payment methods, grace periods and consequences of non-payment are governed by the Subscription and Billing Terms.

18. Termination

Either party may terminate the Agreement for material breach where the breach has not been remedied within thirty (30) days after written notice describing the breach.

Where a breach cannot reasonably be remedied, or where immediate termination is permitted or required by applicable law, termination may take effect immediately.

ASIS may also terminate or discontinue a Service where continuing to provide it becomes unlawful or commercially impracticable, subject to any mandatory legal requirements and applicable refund rights.

19. Effect of Expiry or Termination

Upon expiry or termination of the subscription:

1. the Customer’s right to use the Service ends
2. unless access must be immediately restricted for security or legal reasons, the Customer will normally have a thirty (30) day read-and-export period
3. during that period, Customer Data may be exported using formats supported by the Service
4. after the export period, Customer Data may be deleted from active production systems
5. residual backup copies will be removed through ASIS’s ordinary backup-retention cycle, unless longer retention is required by law
6. fees already paid are non-refundable except where expressly stated in the Refund and Cancellation Policy or required by applicable law and
7. provisions intended by their nature to survive termination shall continue to apply.

20. Warranties and Disclaimers

ASIS warrants that the Service will be provided with reasonable skill and care and will materially conform to its published documentation.

Except as expressly stated in the Agreement and to the fullest extent permitted by applicable law, the Service is provided on an:

“as is” and “as available” basis.

ASIS does not warrant that:

• the Service will operate uninterrupted at all times
• the Service will be entirely free from errors
• every issue will be corrected immediately
• every third-party integration will remain continuously available
• the Service will meet requirements not expressly agreed with ASIS or
• use of the Service alone will ensure compliance with applicable laws.

21. Limitation of Liability

21.1 Non-Excludable Liability

Nothing in the Agreement excludes or limits liability where such liability cannot legally be excluded or limited.

This may include liability for fraud, fraudulent misrepresentation, wilful misconduct, or death or personal injury caused by negligence where applicable.

21.2 Aggregate Liability

To the maximum extent permitted by applicable law, ASIS’s total aggregate liability arising out of or relating to the Agreement shall not exceed the total fees actually paid by the Customer to ASIS for the affected Service during the twelve (12) months immediately preceding the event giving rise to the claim.

21.3 Excluded Losses

To the maximum extent permitted by applicable law, ASIS shall not be liable for:

• indirect or consequential loss
• loss of profit
• loss of revenue
• loss of business
• loss of contracts
• loss of opportunity
• loss of anticipated savings
• loss of goodwill or reputation
• regulatory, administrative, employment, payroll or tax penalties imposed on the Customer
• salary, wages, allowances, overtime, benefits or other amounts incorrectly paid or withheld by the Customer
• cost of substitute products or services or
• data loss resulting directly from Customer actions, instructions, deletion, configuration or data entry.

These exclusions do not apply where prohibited by applicable law.

22. Customer Indemnity

To the extent permitted by applicable law, the Customer shall indemnify ASIS against third-party claims, liabilities, damages, penalties and reasonable costs arising directly from:

• unlawful processing of personal information by the Customer
• failure to provide legally required privacy notices
• failure to obtain legally required employee consent
• unlawful use of biometric information
• Customer Data that infringes third-party rights
• Customer instructions or configuration that violate applicable law
• misuse of the Service or
• a material breach of the Customer’s obligations under the Agreement.

23. Confidentiality

Each party shall protect confidential information received from the other and shall use such information only for purposes connected with the Agreement.

Confidential information may be disclosed only to employees, contractors, professional advisers and other persons who reasonably need access and who are subject to appropriate confidentiality obligations.

Confidentiality obligations do not apply to information that:

• is publicly available without breach of the Agreement
• was lawfully known before disclosure
• is lawfully received from another source
• is independently developed or
• must be disclosed by law or competent authority.

These obligations survive termination for three (3) years, except where applicable law provides longer protection.

24. Data Protection and Privacy

Each party shall comply with applicable data-protection and privacy laws relevant to its obligations under the Agreement.

The Customer generally determines the purposes for which employee and workforce information is processed through Bluebird.

ASIS processes such information in connection with providing, securing, maintaining and supporting the Service.

Further information regarding personal information, international data transfers, subprocessors, retention, security and individual rights is set out in the Privacy Policy and, where applicable, any Data Processing Agreement.

25. Force Majeure

Neither party shall be responsible for delay or failure to perform obligations, other than payment obligations, resulting from circumstances beyond its reasonable control.

These circumstances may include:

• natural disasters
• war
• terrorism
• civil unrest
• government action
• epidemic or pandemic
• widespread telecommunications failure
• widespread power failure
• interruption of public internet infrastructure
• major cloud-provider outages or
• comparable events beyond reasonable control.

The affected party shall use reasonable efforts to minimise the impact and resume performance.

26. Assignment

The Customer may not assign or transfer the Agreement without ASIS’s prior written consent.

ASIS may assign or transfer the Agreement:

• to an affiliated company
• as part of a corporate restructuring
• in connection with a merger or acquisition
• following a sale of business or
• in connection with the transfer of substantially all assets relating to Bluebird.

27. Changes to These Terms

ASIS may update these Terms from time to time.

Material Changes

Material changes affecting matters such as:

• fees
• data handling
• refund rights
• material Customer obligations or
• limitation of liability

will generally take effect upon renewal or no earlier than thirty (30) days after notice to the registered Customer administrator, whichever occurs later, unless applicable law requires another process.

Where appropriate, ASIS may require renewed acceptance.

Non-Material Changes

Editorial, administrative, clarification and contact-detail changes may become effective upon publication.

Each version will display its version number and effective date.

Previous versions may be maintained at archived permanent URLs.

28. Country-Specific Terms

The Service may be offered in multiple countries and jurisdictions.

Certain Customers may therefore be subject to additional country-specific terms required to address:

• mandatory local laws
• taxation
• invoicing
• data protection
• employment-related regulatory requirements
• local payment methods
• electronic transactions or
• other jurisdiction-specific requirements.

Where country-specific terms apply, they form part of the Agreement.

In the event of a conflict between these Global Terms and mandatory country-specific terms, the country-specific terms will prevail only to the extent of that conflict.

29. Governing Law and Jurisdiction

The governing law and competent jurisdiction applicable to the Agreement shall be determined by the ASIS legal entity identified as the contracting party during checkout, in the applicable Order Form, subscription confirmation or invoice.

Any specific governing-law or jurisdiction provisions applicable to that contracting entity may be stated during checkout or in applicable country-specific terms.

Nothing in the Agreement excludes or restricts mandatory rights, remedies or legal requirements that cannot lawfully be excluded under applicable law.

30. Taxes

Unless expressly stated otherwise, published prices do not include taxes, duties, levies, withholding taxes or similar governmental charges.

The Customer is responsible for taxes applicable to its purchase or use of the Service, except for taxes imposed on ASIS’s own income.

Where ASIS is legally required to collect VAT, GST, sales tax or another similar tax, the applicable amount will be added to the invoice or displayed during checkout.

31. Electronic Communications and Notices

The Customer agrees that communications relating to the Service may be provided electronically.

ASIS may send:

• subscription notifications
• invoices
• payment notices
• renewal reminders
• security notifications
• operational communications
• contractual notices and
• notifications regarding updates to these Terms

to the email addresses registered with the Customer’s account.

The Customer is responsible for keeping such contact information accurate and accessible.

32. Language

These Terms may be published in multiple languages.

Where a jurisdiction requires a particular language version to prevail, that mandatory legal requirement shall apply.

Otherwise, the language version identified as controlling during checkout or in applicable country-specific terms shall prevail in the event of conflict.

Where no controlling language is specified, the English version shall prevail.

33. Entire Agreement and Order of Precedence

The Agreement constitutes the entire agreement between ASIS and the Customer concerning the online subscription to the Service.

Unless expressly stated otherwise, the following order of precedence applies in the event of conflict:

1. separately negotiated and signed agreement
2. applicable Order Form or statement of work
3. country-specific terms
4. Subscription and Billing Terms
5. these Global Terms of Service
6. Refund and Cancellation Policy and
7. Privacy Policy, except that privacy and data-protection matters shall be governed by the Privacy Policy and any applicable Data Processing Agreement.

34. Severability

If any provision of the Agreement is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable where legally possible.

The remaining provisions shall continue in full force.

35. No Waiver

Failure or delay by either party in exercising any right under the Agreement shall not constitute a waiver.

Any waiver must be expressly made and will apply only to the specific circumstances for which it was given.

36. Contact

For questions regarding these Terms or the Service, please contact:

Bluebird by ASIS

Advanced Solutions for Information Systems

Website: https://bluebird.asis-it.com

Email: sales@asis-it.com

Telephone: 44479107 (Qatar) / 0224031965 (Egypt)

The legal name and registered address of the applicable ASIS contracting entity will be identified during checkout, in the applicable Order Form or on the Customer’s invoice.