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TERMS OF SERVICE - PRACI LTD
Effective Date: 23 February 2026
1. Introduction
1.1 These Terms of Service (the “Terms”) govern access to and use of the Praci workforce management platform and related services.
1.2 These Terms form a legally binding agreement between PRACI LTD, a company incorporated and registered in England and Wales under company number 15822571 (“Praci”, “we”, “us”, “our”), and the customer identified in an Order Form or online sign-up flow (“Customer”, “you”, “your”).
1.3 By creating an account, clicking “Accept”, or using the Services, you agree to be bound by these Terms.
1.4 If you are accepting these Terms on behalf of an organisation, you represent that you have full authority to bind that organisation.
1.5 If you do not agree to these Terms, you must not access or use the Services.
1.6 Praci provides its Services primarily to business users and not to consumers acting outside their trade, business or profession.
1.7 For questions about these Terms, you may contact us at legal@praci.io.
2. Definitions and Interpretation
2.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
2.2 “Agreement” means these Terms, together with any Order Form and any Data Processing Addendum agreed between the parties.
2.3 “Applicable Data Protection Laws” means all data protection and privacy laws applicable to the processing of Personal Data under this Agreement, including UK GDPR, the Data Protection Act 2018, and, where applicable, EU GDPR.
2.4 “Authorised User” means an individual who is permitted by Customer to access and use the Services under Customer’s account.
2.5 “Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
2.6 “Confidential Information” means any non-public information disclosed by or on behalf of one party to the other, in any form, that is identified as confidential or would reasonably be considered confidential given the nature of the information and the circumstances of disclosure.
2.7 “Customer Data” means all data, content, and information submitted to or stored in the Services by or on behalf of Customer or any Authorised User, excluding Praci Materials.
2.8 “Documentation” means the user guides, technical documentation, FAQs, and other written materials made available by Praci describing the Services.
2.9 “Force Majeure Event” means an event or circumstance beyond a party’s reasonable control, including war, terrorism, riot, civil commotion, act of God, natural disaster, epidemic, pandemic, industrial dispute not involving that party’s own workforce, or failure of utilities or third-party infrastructure.
2.10 “Order Form” means an order form, subscription confirmation, or pricing page that references these Terms and sets out the specific Services, subscription tier, and Fees applicable to Customer.
2.11 “Personal Data” has the meaning given in Applicable Data Protection Laws.
2.12 “Personal Data Breach” has the meaning given in Applicable Data Protection Laws.
2.13 “Praci Materials” means the Services, Documentation, underlying software, user interface designs, databases, systems, and all intellectual property rights in or to the foregoing, excluding Customer Data.
2.14 “Services” means the hosted workforce management platform and related services provided by Praci, including rota scheduling, attendance tracking, task management, compliance workflows, timesheets, payroll-related workflows, invoicing, reporting, and any other services described in the applicable Order Form.
2.15 “Subscription Term” means the period specified in the Order Form or online subscription details during which Customer is entitled to use the Services, including any renewals.
2.16 “Third-Party Service” means any service, software, or platform provided by a third party that interoperates with or is used in connection with the Services.
2.17 References to “including” or “includes” are deemed to be followed by “without limitation”.
2.18 In the event of conflict or inconsistency, the following order of precedence shall apply: (a) Order Form; (b) Data Processing Addendum; (c) these Terms.
3. Scope of Services
3.1 Praci will make the Services available to Customer during the Subscription Term in accordance with this Agreement.
3.2 The Services are multi-tenant, cloud-based subscription services, and Customer is purchasing a right to access and use the Services, not a licence to any underlying software code.
3.3 Praci may update or modify the Services from time to time, provided that such changes do not materially reduce the core functionality of the Services during the then-current Subscription Term.
3.4 Praci may introduce new features, modules, or services which may be subject to additional fees and terms.
4. Access and Use Rights
4.1 Subject to Customer’s timely payment of Fees and compliance with this Agreement, Praci grants Customer a non-exclusive, non-transferable, non-sublicensable right for Customer and its Authorised Users to access and use the Services during the Subscription Term solely for Customer’s internal business purposes.
4.2 Customer may allow its Affiliates to use the Services as Authorised Users, provided that Customer remains responsible for their compliance with this Agreement.
4.3 Customer shall ensure that only Authorised Users access the Services, and that each Authorised User keeps their credentials secure and confidential.
4.4 Customer must promptly notify Praci at help@praci.io upon becoming aware of any unauthorised access to or use of its account.
5. Customer Responsibilities
5.1 Customer is responsible for: (a) the configuration of the Services in its environment; (b) the creation, content, and accuracy of Customer Data; and (c) the actions and omissions of its Authorised Users.
5.2 Customer is solely responsible for compliance with all applicable employment, labour, tax, social security, and regulatory obligations relating to its use of the Services.
5.3 Customer shall obtain and maintain all consents, notices, and permissions required under Applicable Data Protection Laws in relation to Customer Data.
5.4 Customer shall not:
5.4.1. Use the Services in any manner that violates applicable law or infringes third-party rights.
5.4.2. Attempt to reverse engineer or circumvent security protections.
5.4.3. Introduce malicious code or harmful software.
5.4.4. Use the Services for unlawful or fraudulent activity.
6. Fees and Payment
6.1 Customer shall pay the Fees specified in the applicable Order Form or pricing page.
6.2 Fees are exclusive of VAT and other applicable taxes.
6.3 Fees are payable monthly in advance unless otherwise agreed.
6.4 If undisputed Fees remain unpaid for more than 14 days after written reminder, Praci may suspend access to the Services.
6.5 Interest may be charged on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
7. Data Protection
7.1 Each party shall comply with Applicable Data Protection Laws.
7.2 Where Praci processes Personal Data as Processor, the parties shall enter into a Data Processing Addendum compliant with Article 28 UK GDPR.
7.3 In the event of a Personal Data Breach affecting Customer Data, Praci shall notify Customer without undue delay and, where feasible, within 48 hours.
7.4 Praci may appoint sub-processors subject to written agreements imposing equivalent data protection obligations.
8. Confidentiality
8.1 Each party shall keep the other party’s Confidential Information confidential.
8.2 Confidentiality obligations survive termination of this Agreement.
9. Intellectual Property
9.1 All intellectual property rights in the Services remain the property of Praci.
9.2 Customer retains ownership of Customer Data.
9.3 Praci may use anonymised and aggregated data for analytics and service improvement.
10. Limitation of Liability
10.1 Nothing excludes liability for death, personal injury, fraud, or liability that cannot be excluded by law.
10.2 Liability relating to confidentiality or data protection is capped at the greater of two times annual Fees or £250,000.
10.3 All other liability is capped at Fees paid in the preceding 12 months.
10.4 Neither party shall be liable for indirect or consequential losses.
11. Term and Termination
11.1 This Agreement continues for the Subscription Term and renews automatically unless terminated with 30 days’ notice before renewal.
11.2 Either party may terminate for material breach not remedied within 30 days.
11.3 Upon termination, Customer access ceases and Customer may export data within 30 days.
12. Governing Law
12.1 This Agreement is governed by the laws of England and Wales.
12.2 The courts of England and Wales have exclusive jurisdiction.