1. DEFINITIONS & INTERPRETATIONS
1.1 DEFINITIONS
Agreement – means this Master Subscription Agreement (“MSA”) together with any annexes and schedules.
Customer – means the entity or individual that has consented to this Agreement by execution or acceptance.
Customer Data – means any content, materials, data, and information of the Customer entered into Attendify.
Documentation – means Attendify’s technical and functional documentation provided to the Customer.
Attendify – means the cloud-based attendance, leave, and workforce management system provided by Webmotech.
Webmotech – means Webmotech (Private) Limited, the entity providing Attendify.
Named User(s) – means Customer’s authorized employees, agents, contractors, or other individuals permitted to access Attendify.
Service(s) – means the functionalities and subscription services provided by Attendify as outlined in this Agreement.
Subscription Package – means the tiered service plan selected by the Customer (e.g., Basic, Standard, Premium).
Super Admin – refers to Webmotech’s system administrators who manage global Attendify configurations.
Admin Panel – refers to the Customer’s administrative dashboard for managing employees, attendance, leave, and tasks.
1.2 INTERPRETATIONS
- Captions, headings, and numbering are for convenience only and do not affect interpretation.
- Singular includes plural and vice versa.
- References to parties include successors and permitted assigns.
- References to statutes include amendments, replacements, or reenactments.
- Notices and communications under this Agreement must be in English and in writing.
2. OBJECTIVE
This Agreement governs the provision and use of Attendify. By subscribing, the Customer agrees to the terms, obligations, and responsibilities herein.
3. TERM
This Agreement is effective from the Effective Date and shall continue for a period of one (1) year, automatically renewing for successive one-year terms unless terminated under Clause 7.
4. RIGHTS, RESPONSIBILITIES & OBLIGATIONS
4.1 Responsibilities of Webmotech (Attendify Provider)
- Provide access to Attendify in accordance with the selected subscription package.
- Use commercially reasonable measures to ensure system security and data protection.
- Maintain availability with 99.3% uptime (excluding maintenance).
- Incorporate statutory changes (labor laws, tax, leave regulations).
- Provide updates and upgrades during the subscription term.
- Notify Customers of disruptions and resolve issues within one business day.
- Reserve the right to enhance features or make UI/UX improvements.
4.2 Responsibilities of the Customer
- Provide accurate and lawful Customer Data.
- Ensure access only to authorized Named Users.
- Maintain reasonable security standards.
- Pay all fees in accordance with Clause 5.
- Report any unauthorized use or breaches promptly.
- Ensure compliance with labor laws when using Attendify.
- Request and manage training as needed.
5. PRICES AND PAYMENT TERMS
- Fees are payable within 30 days of invoice.
- Subscription fees commence upon setup of the first module.
- Fees are non-refundable once billing starts.
- Subscriptions may be monthly or annual.
- Services may be suspended if payment is overdue by 30 days.
- Overdue accounts beyond 90 days may be deactivated.
- Additional API calls/add-ons will be charged separately.
6. TIME IS OF THE ESSENCE
Strict compliance with payment and obligations is of the essence.
7. TERMINATION
- Either Party may terminate with 30 days’ notice if breach remains uncured.
- All unpaid fees remain due upon Customer breach.
- Customer access ceases on termination date.
- Customer may request data within 30 days post-termination.
8. REPRESENTATIONS AND WARRANTIES
- Each Party warrants it has authority to enter this Agreement.
- Webmotech warrants Attendify conforms to its Documentation.
- Services will be performed professionally and per industry standards.
9. NOTICES
All notices must be in writing and delivered via hand, courier, registered post, or confirmed email.
10. GOVERNING LAW & JURISDICTION
This Agreement is governed by the laws of Sri Lanka. Disputes shall first be resolved amicably, failing which, referred to Sri Lankan courts.
11. ASSIGNMENT
Neither Party may assign obligations without the other’s written consent.
12. AMENDMENTS
No amendment is valid unless in writing and signed by authorized officers of both Parties.
13. CONFIDENTIALITY
Both Parties agree to maintain strict confidentiality of all non-public information, disclosing only if required by law.
14. LIMITATION OF LIABILITY
Liability is capped at fees paid in the 12 months before the claim. No Party shall be liable for consequential or punitive damages.
15. GENERAL
- Entire Agreement – Supersedes all prior discussions.
- Force Majeure – Non-performance due to uncontrollable events is not a breach.
- Severability – Invalid provisions do not affect the remainder.
- Non-Exclusivity – Webmotech may contract with others.
- Waiver – Delay in enforcing rights is not a waiver.
IN WITNESS WHEREOF, the Parties have executed this Master Subscription Agreement.