Legal

Terms of Service

Last updated: May 2026

Important subscription commitment

Unless an Order Form expressly states that a subscription is month-to-month, each Subscription Term is a fixed and non-cancellable commitment for the full period stated in the Order Form. Paying monthly does not create a monthly cancellation right.

In this Agreement: Grouper, we, us and our mean Grouper Technology Limited, acting as the European commercial, implementation, support and service partner for BambooHR. BambooHR or Technology Provider means the provider of the BambooHR human resources information system and associated technology made available through Grouper. Customer, you and your mean the organisation or other legal person identified in the applicable Order Form and, where the context requires, its Authorised Users.

By entering into an Order Form, creating or administering an account, accessing the Services or otherwise using the Services, the Customer agrees to be bound by this Agreement. If an individual accepts this Agreement on behalf of an organisation, that individual confirms that they have authority to bind that organisation.

This Agreement applies to the Customer’s initial purchase and to subsequent purchases made under Order Forms referring to this Agreement.

“Additional Services” means additional products, modules, functionality, professional services or other services purchased through Grouper.
“Additional Terms” means additional contractual terms applying to a particular Additional Service.
“Affiliate” means an entity that controls, is controlled by or is under common control with a party, where control means direct or indirect ownership or control of more than fifty per cent of the voting rights of that entity.
“Applicable Law” means all laws, regulations, regulatory requirements and legally binding rules applicable to the relevant party, including applicable data protection, privacy, employment, taxation and electronic communications legislation.
“Authorised User” means an employee, contractor or other individual whom the Customer authorises to access or use the Services.
“Confidential Information” has the meaning given in Section 17.
“Customer Data” means data, information, documents, files and other content submitted to, stored in, created through or otherwise processed using the Services by or on behalf of the Customer. Customer Data includes Customer Personal Data.
“Customer Personal Data” means Personal Data controlled by the Customer or a Customer Affiliate and processed in connection with the Services.
“Data Processing Agreement” or “DPA” means the data processing terms entered into between Grouper and the Customer.
“Documentation” means user, technical and service documentation made available in connection with the Services.
“EEA” means the European Economic Area.
“Fees” means Subscription Fees and any Professional Services fees or other charges set out in an Order Form or Statement of Work.
“Order Form” means a written or electronic ordering document agreed between Grouper and the Customer identifying the Services, Fees, Subscription Term and other applicable commercial terms.
“Professional Services” means implementation, consulting, configuration, migration, integration, training, advisory and other professional services provided by Grouper.
“Services” means the BambooHR software-as-a-service products, functionality and associated Grouper services purchased under an Order Form.
“Statement of Work” or “SOW” means a document describing specific Professional Services, deliverables, responsibilities, Fees, assumptions and milestones.
“Subscription Fee” means the recurring fee payable for access to the Services.
“Subscription Term” means the subscription period specified in the applicable Order Form.
“Third-Party Service” means software, applications, data sources or services supplied by a party other than Grouper or BambooHR.

3.1 BambooHR Platform

BambooHR is a human resources information system and people-management platform designed to assist organisations with managing employee information, human resources processes and workforce administration.

Depending upon the Customer’s subscription, the Services may include functionality concerning:

employee records
onboarding and offboarding
recruitment and applicant tracking
time and attendance
leave management
performance management
compensation management
benefits administration
payroll-related services
employee experience
reporting and analytics
electronic signatures
integrations
APIs
artificial intelligence functionality
other HR-related services

3.2 Grouper’s Role

Grouper provides the Customer with European commercial, implementation, support, service-management and related services in connection with BambooHR. Grouper may procure or arrange the relevant BambooHR subscriptions on behalf of the Customer. BambooHR remains the Technology Provider for the underlying BambooHR software.

3.3 Order Forms

The Customer will purchase Services through an applicable Order Form. Each Order Form forms part of this Agreement. If there is a conflict between an Order Form and this Agreement, the Order Form shall take precedence in relation to the specific commercial terms expressly identified in that Order Form, except where this Agreement expressly states otherwise.

3.4 Additional Services

Additional Services may be subject to Additional Terms. Where Additional Terms directly conflict with this Agreement, the Additional Terms shall take precedence solely in relation to the relevant Additional Service.

4.1 Right to Use the Services

Subject to payment of the applicable Fees and compliance with this Agreement, the Customer is granted a limited, non-exclusive, non-transferable and non-sublicensable right during the applicable Subscription Term to permit its Authorised Users to access and use the Services for the Customer’s internal business purposes. No ownership rights in the Services or underlying software are transferred to the Customer.

4.2 Authorised Users

The Customer is responsible for determining which individuals are authorised to access its account. The Customer shall ensure that:

individual credentials are not shared
user access is promptly removed when no longer required
administrative permissions are appropriately managed
users comply with this Agreement
credentials are kept confidential and secure

4.3 Affiliates and Contractors

The Customer may permit employees and contractors of its Affiliates to use the Services for the Customer’s benefit, provided that the Customer remains responsible for their compliance with this Agreement.

The Customer must not, and must not permit any other person to:

(a) use the Services for an unlawful, fraudulent, abusive or unauthorised purpose;
(b) upload or distribute unlawful, defamatory, fraudulent, malicious or infringing content;
(c) reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Services, except to the extent expressly permitted by Applicable Law;
(d) conduct unauthorised penetration testing, vulnerability testing or other security testing;
(e) introduce malware, malicious code, viruses or other harmful material;
(f) copy, reproduce, modify or create derivative works from the Services except as expressly permitted;
(g) rent, lease, resell, distribute or sublicense access to the Services;
(h) use automated systems to scrape or extract information from the Services other than through approved functionality or APIs;
(i) circumvent access controls, security controls, usage restrictions or technical limitations;
(j) use the Services to develop a competing product in a manner that infringes the rights of Grouper, BambooHR or another person;
(k) remove or obscure copyright, trade mark or other proprietary notices;
(l) use the Services in a manner that materially threatens the security, integrity, performance or availability of the Services.

Where APIs are made available, the Customer is responsible for its use and configuration of those APIs. API credentials, access tokens and keys must be kept secure. The Customer must not provide API credentials to unauthorised third parties. Third parties requiring programmatic access must use an authorised authentication or integration method where such method is required. Reasonable technical rate limits may be imposed to protect service stability, availability and security. Grouper or BambooHR may restrict, throttle or suspend API access where usage materially exceeds permitted technical limits or threatens the Services.

The Services may integrate or interoperate with Third-Party Services. The Customer is responsible for deciding whether to enable a Third-Party Service, obtaining required licences or permissions, complying with the third party’s terms, configuring the integration appropriately and ensuring that any transfer of Customer Data is lawful. Unless expressly agreed otherwise, Grouper does not control and is not responsible for the availability, security, performance or acts and omissions of Third-Party Services.

8.1 Ownership

The Customer retains all right, title and interest in Customer Data. Neither Grouper nor BambooHR acquires ownership of Customer Data by providing the Services.

8.2 Customer Responsibilities

The Customer is responsible for:

the accuracy of Customer Data
the legality of Customer Data
determining which information is uploaded
maintaining an appropriate lawful basis for Personal Data
obtaining required permissions or consents
providing required privacy notices
ensuring that Customer Data does not infringe third-party rights

8.3 Processing of Customer Data

Customer Data may be processed only as reasonably necessary to provide, implement, configure, secure and support the Services, respond to Customer instructions, comply with Applicable Law, or as otherwise permitted under the DPA.

8.4 Data Processing Agreement

Where Grouper Processes Personal Data on behalf of the Customer, the DPA forms part of this Agreement. If there is a conflict concerning the Processing of Personal Data, the following order of precedence shall apply:

mandatory Applicable Data Protection Law
applicable international data transfer terms
the DPA
this Agreement
the applicable Order Form, except where the Order Form expressly states that it overrides the DPA

9.1 EEA Hosting

Customer Personal Data associated with Grouper’s European BambooHR service is hosted and stored within the EEA. The primary hosting location is Ireland.

9.2 Backups and Disaster Recovery

Backups and disaster-recovery copies containing Customer Personal Data are maintained within the EEA where they form part of the European service environment.

9.3 Sub-processors

Where a Sub-processor stores Customer Personal Data for the European service, the relevant Customer Personal Data shall remain stored within the EEA.

9.4 Access Outside the EEA

The EEA storage commitment does not necessarily mean that all authorised support access must physically originate from within the EEA. Where access from outside the EEA is exceptionally required, Grouper shall ensure that such access is limited to what is reasonably necessary, is appropriately authorised, is subject to appropriate technical and contractual controls, complies with Applicable Data Protection Law and uses an appropriate international transfer mechanism where legally required. Such access shall not alter the EEA storage location of Customer Personal Data unless the Customer expressly instructs otherwise and the change is legally permitted.

10.1 Security Measures

Grouper shall maintain commercially reasonable and appropriate technical and organisational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, disclosure, access and other unauthorised Processing. Measures may include encryption, access controls, multi-factor authentication, role-based permissions, network protection, audit logging, monitoring, backup controls, vulnerability management, incident-response procedures, disaster recovery, business continuity and security awareness and training.

10.2 Customer Security Responsibilities

The Customer is responsible for managing its users and permissions, maintaining secure credentials, enabling security functionality where required, promptly disabling unnecessary accounts, protecting integrations and API credentials, and notifying Grouper promptly of suspected unauthorised access.

10.3 Security Incidents

Where Grouper becomes aware of a confirmed Personal Data Breach affecting Customer Personal Data, Grouper shall notify the Customer without undue delay and in accordance with the DPA. Where the applicable DPA contains a specific notification period, that period shall apply.

11.1 Availability

Grouper shall use commercially reasonable efforts, together with the Technology Provider, to make the Services available twenty-four hours a day, seven days a week, subject to scheduled maintenance, emergency maintenance, Force Majeure, internet or telecommunications failures, Customer systems or networks, Third-Party Services, security requirements and circumstances outside Grouper’s reasonable control. Unless a different commitment is specified in an Order Form or service schedule, the target monthly availability shall be 98 per cent.

11.2 Support

Unless otherwise specified in an Order Form, standard Grouper support is available during Irish business hours, critical incidents may be monitored outside normal business hours, incidents are prioritised according to severity and business impact, and the Customer must provide reasonable information and co-operation necessary to investigate an incident. Target response times may be described in the applicable Support and Service Level policy.

Grouper and BambooHR may develop, update, enhance or modify the Services from time to time to improve security or usability, introduce functionality, comply with law or regulation, respond to technical developments, replace dependencies, maintain service availability or improve performance. During a committed Subscription Term, Grouper shall not knowingly make a change that materially reduces the overall core functionality of the purchased Services without reasonable justification.

Professional Services may be purchased under an Order Form or SOW. The applicable SOW may describe scope, deliverables, responsibilities, milestones, assumptions, dependencies, Fees, expenses and acceptance requirements. Professional Services shall be performed with reasonable skill and care and in accordance with Good Industry Practice. Unless otherwise agreed in the SOW, intellectual property in Grouper’s underlying methodologies, templates, tools, software, know-how and reusable materials remains owned by Grouper or its licensors. The Customer may use deliverables created specifically for it internally in connection with its authorised use of the Services.

14.1 Fees

The Customer shall pay the Fees specified in each applicable Order Form. Unless otherwise stated in an Order Form, Fees are exclusive of VAT and other applicable taxes.

14.2 Payment Frequency

The payment frequency specified in an Order Form determines only when Fees are invoiced and payable. It does not determine or alter the length of the Customer’s Subscription Term. For the avoidance of doubt, where an Order Form specifies a twelve-month Subscription Term, the Customer is contractually committed to the Services for the entire twelve-month period irrespective of whether Fees are invoiced or paid monthly, quarterly, annually or on another agreed payment schedule. Payment of Subscription Fees in monthly instalments does not create a month-to-month subscription and does not give the Customer a monthly cancellation right.

14.3 Annual Commitments Paid Monthly

Where the Customer enters into a twelve-month or other fixed Subscription Term but is permitted to pay Subscription Fees in monthly instalments:

(a) each monthly payment forms part of the total Fees committed for the full Subscription Term;
(b) the Customer remains liable for all Fees due for the entire Subscription Term;
(c) the Customer may not terminate the Subscription Term for convenience before its expiry;
(d) cancellation of a payment instruction or failure to use the Services does not terminate the Subscription Term or relieve the Customer of its obligation to pay Fees;
(e) if the Agreement or affected Order Form is terminated by Grouper because of the Customer’s material breach, any unpaid Fees committed for the remainder of the Subscription Term shall become immediately due and payable, subject to Applicable Law.

14.4 Employee Numbers and Usage

Where pricing is based upon employee headcount, users, modules, usage or another variable measure, Fees may be adjusted in accordance with the actual level of usage. An increase in employee headcount, products, modules or other chargeable usage may result in additional Fees during the Subscription Term where provided for in the Order Form. A decrease in employee headcount does not reduce any minimum contractual commitment stated in an Order Form unless expressly agreed otherwise.

14.5 Additional Services

Additional Services purchased during an existing Subscription Term may be charged on a pro-rata basis for the remainder of the applicable billing period unless otherwise specified in the relevant Order Form.

14.6 Taxes

The Customer is responsible for applicable VAT and other taxes, duties or governmental charges, other than taxes imposed upon Grouper’s net income.

14.7 Late Payment

If an undisputed invoice remains unpaid after its due date, Grouper may charge interest to the extent permitted by Applicable Law. Before suspending Services solely for non-payment, Grouper shall provide reasonable notice and an opportunity to remedy the outstanding payment.

15.1 Subscription Term

Each Service is provided for the Subscription Term specified in the applicable Order Form. A Subscription Term may be either a fixed-term subscription, including a twelve-month or longer subscription, or, where expressly identified in the Order Form, a month-to-month subscription. Unless an Order Form expressly states that the subscription is month-to-month, the subscription shall be treated as a fixed-term subscription for the period stated in the Order Form.

15.2 Fixed-Term Commitment

A fixed Subscription Term is a firm and non-cancellable contractual commitment for the entire period stated in the applicable Order Form. The Customer may not terminate, cancel or reduce a fixed Subscription Term for convenience before the expiry of that Subscription Term. This applies regardless of whether Fees are paid monthly, quarterly, annually or otherwise, the Customer’s actual level of use of the Services, changes to the Customer’s business requirements, changes in employee headcount except where the Order Form expressly provides for a corresponding pricing adjustment, or a decision by the Customer to stop using the Services. Nothing in this Section limits a party’s express right to terminate for material breach, insolvency or another termination right specifically provided in this Agreement.

15.3 Twelve-Month Subscription Example

Where an Order Form specifies a twelve-month Subscription Term, the Customer is committed for the full twelve months. If the Customer pays the annual Subscription Fees in twelve monthly instalments, the Customer remains committed to the full twelve-month Subscription Term. The Customer cannot terminate the subscription after, for example, three, six or nine months merely by giving notice. Any notice of non-renewal given during the twelve-month Subscription Term applies only to the renewal that would otherwise commence after the current twelve-month Subscription Term expires.

15.4 Automatic Renewal

Unless otherwise specified in the Order Form, each fixed Subscription Term shall automatically renew for a further period of twelve months at the end of the then-current Subscription Term. The renewal becomes a new Subscription Term and, once commenced, is itself a fixed and non-cancellable commitment for its full duration.

15.5 Notice of Non-Renewal

Either party may prevent automatic renewal by giving the other party at least 90 days’ written notice before the expiry of the then-current Subscription Term. A notice of non-renewal:

does not terminate or shorten the current Subscription Term;
does not create a right to a refund for any part of the current Subscription Term;
does not relieve the Customer from paying Fees due for the current Subscription Term; and
takes effect only at the expiry of the then-current Subscription Term.

15.6 Failure to Give Timely Non-Renewal Notice

If the Customer does not give valid notice of non-renewal at least 90 days before the end of the current Subscription Term, the subscription shall automatically renew for the next Subscription Term. Once the renewal Subscription Term begins, the Customer is committed to that renewed Subscription Term for its full duration.

15.7 Month-to-Month Subscriptions

This Section applies only where an Order Form expressly states that the Customer has purchased a month-to-month subscription. A month-to-month subscription renews for successive monthly periods until terminated in accordance with the applicable Order Form. Unless the Order Form states otherwise, the Customer may terminate a month-to-month subscription by giving written notice before the end of the then-current monthly subscription period, with termination taking effect at the end of that monthly period. A Customer paying monthly under a twelve-month or other fixed Subscription Term is not a month-to-month Customer for the purposes of this Section.

15.8 Pricing for the Current Subscription Term

Except where expressly permitted by the applicable Order Form, Grouper will not increase the base Subscription Fee during an existing fixed Subscription Term. This does not prevent changes to Fees arising from increased employee headcount, increased usage, additional products, Additional Services, taxes, changes to a variable charging component or other adjustments expressly provided for in the Order Form.

15.9 Price Changes for Renewal Terms

Grouper may change the Subscription Fees applicable to a future renewal Subscription Term by giving the Customer at least 60 days’ notice before the new pricing takes effect. A price change notified under this Section applies to the next renewal Subscription Term and does not, unless expressly permitted elsewhere in the Agreement, alter the Fees payable for the current fixed Subscription Term.

15.10 Relationship Between Price Notice and Non-Renewal Notice

The 60-day price-change notice period and the 90-day non-renewal notice period are separate. A pricing notice provided by Grouper does not extend, restart or waive the Customer’s obligation to provide 90 days’ notice if the Customer does not wish to renew. Accordingly, where the Customer wishes to prevent renewal, it must provide its non-renewal notice at least 90 days before the end of the current Subscription Term, irrespective of when a pricing notice is issued. A price-change notice does not reopen or extend the Customer’s non-renewal window. If the 90-day non-renewal deadline has already passed, the Customer remains committed to the next renewal Subscription Term notwithstanding a later price-change notice, except to the extent that Applicable Law requires otherwise.

16.1 No Termination for Convenience During a Fixed Subscription Term

Except in the case of a month-to-month subscription or where an express termination right arises under this Agreement, the Customer has no right to terminate a fixed Subscription Term for convenience. Giving 90 days’ notice under Section 15.5 is a notice of non-renewal only. It is not a termination notice for the current Subscription Term. No provision of this Agreement shall be interpreted as permitting the Customer to terminate a twelve-month or other fixed Subscription Term merely by giving 60 days’, 90 days’ or any other period of notice.

16.2 Suspension

Grouper may suspend access to all or part of the Services where reasonably necessary because:

(a) undisputed Fees are materially overdue;
(b) the Customer materially breaches the usage restrictions;
(c) the Customer’s use creates a material security, integrity or availability risk;
(d) Grouper reasonably suspects fraud or unlawful activity;
(e) suspension is required by Applicable Law or a competent authority;
(f) suspension is reasonably necessary to prevent material harm to Grouper, BambooHR, another customer or a third party.

16.3 Termination for Material Breach

Either party may terminate this Agreement or an affected Order Form if the other party commits a material breach and, where the breach is capable of remedy, fails to remedy that breach within thirty days after receiving written notice requiring it to be remedied. This Section provides a termination right for cause and is not a termination-for-convenience right.

16.4 Insolvency

Either party may terminate where the other party ceases to carry on business, becomes insolvent, enters liquidation other than for a solvent restructuring, has a receiver, examiner or equivalent office holder appointed over a material part of its assets, or becomes subject to an analogous insolvency proceeding, in each case to the extent permitted by Applicable Law.

16.5 Material Data Protection Breach

The Customer may terminate the affected Services where Grouper commits a material breach of its obligations under the applicable DPA and fails to remedy the breach within the applicable cure period where that breach is capable of remedy.

16.6 Effect of Expiry or Termination

Upon expiry or lawful termination:

the Customer’s right to use the affected Services ends;
outstanding Fees become payable;
Customer Data shall be handled in accordance with the DPA;
each party shall deal with the other’s Confidential Information in accordance with this Agreement; and
provisions intended to survive shall continue in force.

16.7 Fees Following Customer Breach

Where Grouper terminates a fixed Subscription Term because of the Customer’s uncured material breach, all committed Subscription Fees for the remainder of that Subscription Term shall remain payable and may become immediately due, to the extent permitted by Applicable Law.

16.8 No Refund for Unused Fixed-Term Services

Except where this Agreement expressly provides otherwise, Fees paid or payable for a fixed Subscription Term are non-refundable. The Customer is not entitled to a refund or credit merely because:

the Customer stops using the Services;
employee numbers reduce;
the Customer wishes to move to another provider;
internal circumstances change;
the Customer gives early notice of non-renewal; or
the Customer no longer requires the Services.

Each party may receive Confidential Information belonging to the other. “Confidential Information” means information that is identified as confidential or that should reasonably be understood to be confidential because of its nature or the circumstances of disclosure. Confidential Information includes Customer Data.

Each receiving party shall protect Confidential Information using at least reasonable care, use it only to perform or exercise rights under the Agreement, and disclose it only to personnel, contractors, Affiliates or professional advisers who need access and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that is lawfully public through no breach of the Agreement, was lawfully known without restriction before disclosure, is lawfully obtained from another source without an obligation of confidentiality, or is independently developed without use of the Confidential Information. A receiving party may disclose Confidential Information where required by law, court order or a competent authority. Where legally permitted, the receiving party shall provide reasonable prior notice of compulsory disclosure.

18.1 Grouper and BambooHR Technology

Grouper, BambooHR and their respective licensors retain all right, title and interest in the Services, software, Documentation, APIs, interfaces, technology, designs, methodologies, underlying systems and related intellectual property. The Customer receives only the contractual access and usage rights expressly granted under this Agreement.

18.2 Customer Data

The Customer retains ownership of Customer Data.

18.3 Feedback

Where the Customer provides suggestions, ideas or feedback concerning the Services, Grouper and BambooHR may use that feedback to improve their products and services, provided that such use does not require disclosure of the Customer’s Confidential Information.

18.4 Aggregated Data

Subject to Applicable Law, aggregated or appropriately de-identified information may be used for analytics, benchmarking, product improvement and service optimisation where it does not identify the Customer or an individual.

Unless otherwise agreed in writing, Grouper may identify the Customer as a Grouper and BambooHR customer and may use the Customer’s name and logo in customer lists and reasonable marketing materials. Grouper shall comply with branding guidelines supplied by the Customer. The Customer may request that such use cease by providing reasonable written notice.

The Services provide technology and tools to assist the Customer with HR and workforce administration. Neither Grouper nor BambooHR controls the Customer’s employment practices merely because functionality or information is made available through the Services. The Customer remains responsible for recruitment, hiring, promotion, compensation, performance decisions, disciplinary decisions, benefits, termination, employee communications and other workforce decisions. Neither Grouper nor BambooHR provides legal, employment, taxation, accounting or regulatory advice merely by providing the Services or general information.

Certain Services may include optional artificial intelligence or machine-learning functionality. The Customer is responsible for determining whether and how such functionality is used within its organisation. The Customer shall ensure that its use complies with Applicable Law, provide required transparency to affected individuals, obtain consent where legally required, maintain appropriate human oversight, establish internal policies governing AI use and avoid providing prohibited or inappropriate sensitive information as an AI input. AI-generated outputs may contain errors, omissions, bias or inaccuracies and should not be treated as automatically authoritative. AI output should not be used as the sole basis for a legally significant employment decision where doing so would breach Applicable Law.

The Services may include functionality allowing documents to be signed electronically. By choosing to use electronic signature functionality, users consent to conducting the relevant transaction electronically. Grouper and BambooHR provide the technology but are not parties to documents signed between the Customer and its employees, candidates, contractors or other counterparties merely because the Service is used. The Customer remains responsible for document content, legal validity, accuracy, appropriate signatories and enforceability.

Grouper warrants that it is authorised to provide the Services described in the applicable Order Form, Professional Services will be provided with reasonable skill and care, the Services will perform substantially in accordance with applicable Documentation under normal authorised use, and Grouper will perform its obligations in accordance with Applicable Law. Except for express warranties in this Agreement and to the fullest extent permitted by Applicable Law, no additional express or implied warranties apply. The Services are not warranted to be uninterrupted or entirely error-free.

24.1 Indemnity by Grouper

Subject to this Agreement, Grouper shall defend the Customer against a qualifying third-party claim alleging that authorised use of the Services infringes that third party’s intellectual property rights. Grouper shall have no obligation to the extent a claim arises from modifications made by the Customer, combination with unauthorised technology, Customer specifications, use contrary to the Documentation or this Agreement, or continued use after Grouper has provided a reasonable non-infringing alternative.

Where a qualifying infringement claim occurs or is reasonably likely to occur, Grouper may obtain the right for the Customer to continue using the affected Service, replace or modify it so that it becomes non-infringing without materially reducing functionality, or terminate the affected Service and refund prepaid Fees attributable to the unused portion of the affected Subscription Term.

24.2 Indemnity by Customer

The Customer shall indemnify Grouper against qualifying third-party claims arising from unlawful Customer Data, infringement of third-party rights by Customer Data, unlawful use of the Services, the Customer’s material breach of this Agreement, or employment decisions or actions for which the Customer is responsible, except to the extent caused by Grouper’s breach, negligence or wilful misconduct.

24.3 Procedure

A party seeking indemnification shall promptly notify the indemnifying party, provide reasonable co-operation and permit the indemnifying party to control the defence and settlement, provided that no settlement may impose liability, an admission of wrongdoing or a material non-financial obligation upon the indemnified party without its consent.

25.1 Excluded Losses

Subject to Section 25.2, neither party shall be liable for indirect, special, punitive or consequential loss. Neither party shall be liable for loss of profits, revenue, anticipated savings or business opportunity to the extent that such loss is indirect or consequential.

25.2 Liability That Cannot Be Excluded

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, or liability that cannot lawfully be excluded or limited.

25.3 Data Protection Liability

Subject to Section 25.2, each party’s aggregate liability arising from breach of its contractual data protection obligations shall not exceed €2,000,000.

25.4 Intellectual Property Liability

Subject to Section 25.2, each party’s aggregate liability arising from infringement of intellectual property rights shall not exceed €2,000,000.

25.5 General Liability

Subject to Sections 25.2 to 25.4, each party’s aggregate liability arising under or in connection with this Agreement shall not exceed the greater of €1,000,000 and 125 per cent of the Fees paid or payable under the affected Order Form during the twelve months preceding the event giving rise to the claim.

Grouper shall maintain appropriate business-continuity and disaster-recovery arrangements relevant to the Services it provides. Grouper shall use commercially reasonable efforts to restore affected Services following a material disruption. Relevant business-continuity or disaster-recovery information may be made available to Customers upon reasonable request, subject to confidentiality and security restrictions.

Where reasonably required to demonstrate compliance with this Agreement, the DPA or Applicable Law, Grouper shall provide reasonable information and co-operation to the Customer, its auditors and competent Regulators. Audit rights shall be exercised on reasonable prior notice, during normal Irish business hours, in a manner that does not unreasonably disrupt operations, subject to confidentiality obligations and without permitting access to another customer’s information. Different or additional audit rights may apply under the DPA or where required by a competent Regulator.

Neither party shall be liable for delay or failure to perform an obligation, other than an obligation to pay properly due amounts, where the delay or failure results from circumstances beyond that party’s reasonable control. Such circumstances may include natural disasters, fire or flood, epidemic or pandemic, war, terrorism, civil unrest, government action, labour disruption, widespread telecommunications failure, widespread internet failure, cloud infrastructure failure or widespread cyberattack. The affected party shall use reasonable efforts to mitigate the effects of the event.

Grouper may use Affiliates, contractors and service providers to support delivery of the Services. Where such a party Processes Customer Personal Data, the DPA shall govern appointment and use of that party as a Sub-processor. Grouper remains responsible for the performance of its direct contractual obligations notwithstanding its use of contractors, except to the extent otherwise provided in the Agreement.

Where Grouper receives a legally binding request requiring disclosure of Customer Data, Grouper may comply with that request. Where legally permitted, Grouper shall notify the Customer, review the request, disclose only information legally required, seek to limit excessive requests and reasonably challenge an unlawful request where appropriate.

Neither party may assign this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld. Either party may assign this Agreement upon notice in connection with a merger, corporate reorganisation, acquisition, sale of substantially all relevant assets or transfer to an Affiliate, provided that the assignee is capable of performing the assigning party’s obligations.

Notices under this Agreement shall be in writing. Notices to the Customer may be sent to the primary administrative or contractual contact identified in the applicable Order Form. Notices to Grouper may be submitted through the legal or contractual contact channel made available through Grouper. Email notices are valid where permitted under Applicable Law. A notice is treated as received when delivery can reasonably be demonstrated.

Grouper may update these Terms from time to time to reflect changes in Applicable Law, regulatory requirements, security requirements, changes to the Services, introduction of new functionality, changes to technical dependencies or reasonable improvements to contractual wording. A material change that adversely affects an existing Customer’s contractual rights shall not ordinarily take effect during a committed Subscription Term unless required by law, required for security, required by the Technology Provider, expressly agreed, or the Customer is otherwise provided with a legally appropriate remedy. Material commercial changes ordinarily take effect at renewal.

Failure or delay by a party in exercising a contractual right does not waive that right. A waiver is effective only where expressly given.

If a provision of this Agreement is held to be invalid or unenforceable, that provision shall be interpreted or modified to the minimum extent necessary to make it enforceable where legally possible. The remaining provisions shall continue in effect.

This Agreement, together with its Order Forms, DPA, Statements of Work, schedules and Additional Terms, constitutes the entire agreement between the parties concerning the Services. It supersedes previous proposals, discussions and agreements concerning the same subject matter. Customer purchase orders or administrative procurement forms do not vary this Agreement unless expressly agreed in writing by Grouper.

The parties are independent contractors. Nothing in this Agreement creates an employment relationship, agency, partnership, joint venture, fiduciary relationship or franchise. Neither party may bind the other except where expressly authorised. Grouper’s status as a BambooHR European partner does not make Grouper and BambooHR the same legal entity.

Except where expressly provided under applicable data-protection terms or other mandatory law, a person who is not a party to this Agreement shall have no right to enforce it.

This Agreement may be accepted electronically. Electronic signatures and electronically accepted Order Forms shall have the same legal effect as original signatures to the extent permitted by Applicable Law. The Agreement may be executed in counterparts.

This Agreement and any non-contractual obligations arising from or connected with it shall be governed by the laws of Ireland. The courts of Ireland shall have exclusive jurisdiction over disputes arising from or relating to this Agreement, subject to any mandatory rights or jurisdiction that cannot lawfully be excluded. Before commencing formal proceedings, the parties shall use reasonable efforts to resolve the dispute in good faith.

Expiry or termination does not affect rights or liabilities accrued before termination. Provisions which by their nature should continue after termination shall survive, including provisions relating to:

outstanding Fees;
Customer Data;
confidentiality;
intellectual property;
liability;
indemnities;
dispute resolution; and
data protection.

Questions about this Agreement, Order Forms, subscriptions, BambooHR, Professional Services, support, privacy, security or contractual matters may be submitted through the appropriate Grouper customer-support, account-management, privacy, security or legal contact channel made available through bamboohr.grouper.ie.

If contractual documents conflict, the following order of precedence shall apply unless expressly stated otherwise:

mandatory Applicable Law;
applicable international data-transfer provisions;
the Data Processing Agreement, for Personal Data matters;
the applicable Order Form, for expressly stated commercial terms;
the applicable Statement of Work, for Professional Services;
applicable Additional Terms;
this Master Subscription Agreement and Terms of Service;
supporting policies and Documentation.

By executing an Order Form, electronically accepting these Terms, creating an administrative account or using the Services after being provided with these Terms, the Customer confirms that:

it has read and understood this Agreement;
the person accepting it has authority to bind the Customer;
it agrees to be bound by the Agreement; and
it will ensure that its Authorised Users comply with applicable provisions of the Agreement.

Questions about this Agreement or your subscription?