Terms of Service

1. Acceptance and scope

1.1 Formation. These Terms form a contract between you and Company upon the earliest of: (a) clicking an "I accept" or equivalent button; (b) executing an order form that references these Terms; or (c) accessing the Service.

1.2 Order of precedence. An executed order form, Master Services Agreement (MSA) or Enterprise addendum controls over these Terms for conflicting provisions. A signed Data Processing Addendum (DPA) controls as to the processing of personal data.

1.3 Modifications. We may update these Terms from time to time (see §16). The current version is always at this URL.

1.4 Service scope. The Service comprises the web application, scheduling APIs, webhook delivery, calendar-integration connectors (Google Calendar, Microsoft Graph) and AI-assisted scheduling features powered by third-party LLM providers (Anthropic Claude, OpenAI).

2. Account creation and eligibility

2.1 Eligibility. You must be at least 13 years old (or 16 where GDPR applies) and legally capable of forming a contract. The Service is not directed at children.

2.2 Accounts. You are responsible for maintaining the confidentiality of your authentication credentials (including Time Manager SSO) and for all activity under your account. Notify us immediately of any unauthorized use.

2.3 Organizations and seats. One natural person may hold one account per organization. Bulk-automated signups, shared logins and account-sharing are prohibited. Team and Enterprise seats are per-user and non-transferable except by workspace-admin action.

2.4 Agent sub-accounts. AI agents acting on your behalf operate under your account (or a delegated agent account within your workspace). You remain responsible for all actions they take, including calendar writes and webhook deliveries.

3. Subscription, billing and renewal

3.1 Plans. Paid plans (Pro, Team, Enterprise) are described on the pricing page and priced in <<CURRENCY>>. Usage-based add-ons (LLM metered usage, webhook-event volume, calendar-connection overages) are billed in arrears at the rates shown at purchase.

3.2 Trials. Where a free trial is offered, it terminates automatically at the end of the trial period unless converted.

3.3 Fees. Seat fees are invoiced in advance; usage fees are invoiced in arrears monthly. All fees are non-refundable except as stated in §3.5 or required by law.

3.4 Auto-renewal. Monthly plans renew monthly; annual plans renew annually, in each case at the then-current rate unless cancelled before the renewal date via the billing console or written notice to billing@timemanager.com.

3.5 Refunds. Annual plans are refundable within 14 days of first purchase, net of usage. Monthly plans are not refundable but may be cancelled for the next cycle. Enterprise refunds are governed by the executed order form.

3.6 Taxes. Fees are exclusive of VAT, GST, sales tax, withholding tax and similar. You are responsible for all applicable taxes other than taxes on Company's net income.

3.7 Overages. Where you exceed a plan cap (tasks, webhooks, LLM usage), we will either (a) bill at published rates, or (b) pause the relevant feature if you've set a hard cap. We notify at 80% of cap by email.

3.8 Late payment. Unpaid invoices more than 30 days past due may accrue interest at 1.5% per month (or the max allowed by law) and may trigger suspension under §10.

4. Acceptable use

4.1 General prohibitions. You shall not, and shall not permit any person or AI agent under your control to:

• use the Service for unlawful, fraudulent, infringing or tortious purposes;
• upload or transmit malware, ransomware or other malicious code;
• probe, scan, reverse-engineer, decompile or derive source code;
• circumvent rate limits, authentication or access controls;
• attempt to access another tenant's data or break tenant isolation;
• resell, sublicense or share the Service without written consent;
• use the Service to build a competing product.

4.2 AI-agent-specific norms. You shall not use the Service, its LLM features, webhook delivery or calendar-write capabilities to:

• generate or deliver unsolicited bulk messages ("spam") to third parties;
• impersonate another person, organization or agent;
• automate harassment, stalking or coordinated inauthentic behaviour;
• bypass consent or opt-out mechanisms of calendar invitees;
• generate content that violates our Acceptable Use Policy, which is incorporated by reference.

4.3 Right to investigate. We may investigate suspected violations and cooperate with law-enforcement requests consistent with applicable law.

5. Customer content and data ownership

5.1 Your data. As between the parties, you own all Customer Data — the content you (or your users or agents) submit to the Service, including routine-task text, calendar content (where shared), LLM prompts and responses, and webhook payloads you configure.

5.2 Licence to us. You grant Company a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display and process Customer Data solely to provide, secure, operate, improve and support the Service.

5.3 No training. We do not use Customer Data to train third-party foundation models. Our LLM sub-processors (see §9) contractually confirm they do not train on Customer Data submitted through the API path used by Time Manager, except where you opt in separately.

5.4 Aggregated & de-identified data. We may create and use aggregated, anonymized data that cannot reasonably be re-identified for benchmarking, analytics and Service improvement.

5.5 Data export. You may export your data at any time via Settings → Danger zone (ICS + JSON formats).

6. Service availability and SLA

6.1 Target. We target commercially reasonable uptime. Team and Enterprise plans are subject to the applicable Service Level Agreement. Free and Pro plans are provided on a "best-effort" basis without uptime commitments.

6.2 Maintenance. Scheduled maintenance may occur with reasonable advance notice; emergency maintenance may occur without notice.

7. Intellectual property

7.1 Our IP. The Service, including its software, UI, documentation, trademarks and any feedback-derived enhancements, is and remains the property of Company and its licensors.

7.2 Feedback. If you provide feedback, you grant us an unrestricted, perpetual, royalty-free licence to use it without obligation.

7.3 Trademarks. "Time Manager" and associated marks are trademarks of Company. No licence is granted except nominative references.

8. API, webhooks and technical use

8.1 API. Use of our public API is subject to documented rate limits and these Terms.

8.2 Webhooks. You are responsible for the destinations you configure. Webhook payloads are signed; you must verify signatures to defend against spoofing.

8.3 Deprecation. We will provide at least 90 days' notice before deprecating a stable public API or webhook event type, except where required sooner by law, security or a third-party provider.

9. Third-party services

9.1 Sub-processors. The Service depends on third-party providers including Anthropic (Claude), OpenAI, Google (Google Calendar API), Microsoft (Graph), Amazon Web Services (hosting & SES email in the US region) and OVH (UK region hosting). A current list is maintained at the Sub-Processors page referenced in the DPA.

9.2 Upstream terms. Your use via these third parties is also governed by their terms. We are not responsible for their independent acts or omissions.

9.3 Calendar providers. You authorize us to access your Google / Microsoft calendar via OAuth solely for Service delivery. We store only the tokens (Fernet-encrypted at rest) and the minimum event metadata needed.

10. Suspension and termination

10.1 Suspension. We may suspend access without notice to protect the Service, other customers or third parties in the event of material breach, security risk, non-payment, or required legal action.

10.2 Termination for convenience. Either party may terminate a monthly subscription at the end of any billing cycle.

10.3 Termination for cause. Either party may terminate for material breach that is uncured after 30 days' written notice (10 days for non-payment).

10.4 Effect. Upon termination, your right to access the Service ends. Customer Data is deleted within 30 days except records retained for audit, billing or legal compliance.

10.5 Survival. Sections 5, 7, 11–15 and any other provisions that by their nature should survive, survive termination.

11. Confidentiality

11.1 Each party will protect the other's Confidential Information with the same care it uses for its own (at least reasonable care) and will use such information only to exercise rights and perform obligations. Standard exclusions apply (independently developed, publicly known without breach, rightfully received, or legally compelled with prompt notice where permitted).

12. Warranties and disclaimers

12.1 Mutual. Each party warrants authority to enter these Terms.

12.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. AI-GENERATED SCHEDULING DECISIONS ARE SUGGESTIONS, NOT PROFESSIONAL ADVICE; YOU ARE RESPONSIBLE FOR REVIEWING THEM.

13. Limitation of liability

13.1 CAP. EXCEPT FOR (A) BREACH OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, OR (C) AMOUNTS OWED FOR USE OF THE SERVICE, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY IN THE 12 MONTHS PRECEDING THE EVENT. FOR FREE-TIER USERS THE CAP IS US$100.

13.2 EXCLUSION OF CONSEQUENTIALS. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

14. Indemnification

14.1 By Company. Company will defend Customer against any third-party claim alleging that the Service, used in accordance with these Terms, infringes a third-party IP right, and will indemnify for amounts finally awarded or settled. Carve-outs: Customer Data, Customer modifications, combinations with non-Company materials, or use after notice to discontinue.

14.2 By Customer. Customer will defend Company against any third-party claim arising from (a) Customer Data, (b) breach of §4, or (c) violation of law, and will indemnify for amounts finally awarded or settled.

14.3 Process. The indemnified party will (i) give prompt notice, (ii) give sole control of defence and settlement to the indemnifier (no settlement admitting liability without the indemnified party's consent), and (iii) cooperate reasonably.

15. Dispute resolution and governing law

15.1 Governing law. These Terms are governed by the laws of <<JURISDICTION>> without regard to conflict-of-laws rules.

15.2 Venue. The parties submit to the exclusive jurisdiction of the courts of <<JURISDICTION>>.

15.3 Informal resolution. Before filing a claim, the parties will attempt good-faith resolution for at least 30 days after written notice describing the dispute.

15.4 Arbitration (optional). For Enterprise customers, disputes may be submitted to binding arbitration if agreed in the order form.

15.5 Equitable relief. Either party may seek injunctive relief in any court of competent jurisdiction to protect IP or confidential information.

16. Modifications

16.1 We may modify these Terms by posting a revised version and updating the "Last updated" date. Material changes will be notified by email and/or in-app notice at least 30 days before effect. Continued use after the effective date constitutes acceptance.

17. Miscellaneous

17.1 Entire agreement. These Terms, together with any executed order form, MSA, DPA or SLA, constitute the entire agreement on the subject.

17.2 Assignment. Customer may not assign without written consent, except to a successor in a merger or asset sale. Company may assign to an affiliate or acquirer.

17.3 Severability. If a provision is unenforceable, the remainder remains in effect.

17.4 No waiver. Failure to enforce is not a waiver.

17.5 Relationship. The parties are independent contractors.

17.6 Force majeure. Neither party is liable for delays caused by events beyond reasonable control.

17.7 Export control. You will not export or re-export the Service in violation of applicable export-control and sanctions laws.

17.8 Notices. Legal notices to Company: legal@timemanager.com. Notices to Customer: the email on the billing account.

18. Contact

• Legal: legal@timemanager.com
• Billing: billing@timemanager.com
• Security: security@timemanager.com
• DPO / Privacy: privacy@timemanager.com