Cloud Service Agreement

Last updated: March 2026

This Cloud Service Agreement is based on the Common Paper Cloud Service Agreement Standard Terms Version 2.1, adapted for Timply's time tracking and scheduling platform.

License: The Common Paper Cloud Service Agreement is licensed under CC BY 4.0. This document is a derivative work adapted for Timply. Original work © Common Paper.

Key Terms (Cover Page)

The following Key Terms, together with the Standard Terms below, constitute the Agreement between the parties. Variables have the meanings given in this Cover Page.

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Standard Terms

These Standard Terms are based on the Common Paper Cloud Service Agreement Standard Terms Version 2.1 (November 5, 2024), adapted for Timply. The original standard terms are available at https://commonpaper.com/standards/cloud-service-agreement/2.1/

1. Service

1.1 Access and Use. During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes. If a Customer Affiliate enters a separate Order Form with Provider, the Customer's Affiliate creates a separate agreement between Provider and that Affiliate, where Provider's responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates' agreement.

1.2 Support. During the Subscription Period, Provider will provide Technical Support as described in the Order Form or Key Terms.

1.3 User Accounts. Customer is responsible for all actions on Users' accounts and for all Users' compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.4 Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS". Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider's products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

1.5 Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.

1.6 Machine Learning. Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider's products and services, including third-party components of the Product, and Customer authorizes Provider to process its Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated before it can be used for these purposes, and (b) Provider will use commercially reasonable efforts consistent with industry standard technology to de-identify Usage Data and Customer Content before such use. Nothing in this section will reduce or limit Provider's obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.

2. Restrictions & Obligations

2.1 Restrictions on Customer.

(a) Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else's networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.

(b) Use of the Product must comply with all Documentation and Use Limitations.

2.2 Suspension. If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer's access to the Product with or without notice. However, Provider will try to inform Customer before suspending Customer's account when practical. Provider will reinstate Customer's access to the Product only if Customer resolves the underlying issue.

3. Payment Processing (Timply-Specific)

3.1 Stripe Subscriptions. Provider uses Stripe to process subscription payments. Customers provide payment details during sign-up or billing management, and fees are charged according to the selected Service Plan.

3.2 Customer Responsibility. Customers are responsible for maintaining valid payment information and ensuring their subscription remains in good standing. All payment processing is subject to Stripe's terms and conditions.

3.3 Subscription Fees. Provider charges subscription fees according to the Service Plan. Fees are charged in advance. Provider is not responsible for payment processing issues, disputes, or refunds, which are handled directly through Stripe.

4. Privacy & Security

4.1 Personal Data. Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. The Data Processing Agreement (Appendix 1) forms an integral part of this Agreement. If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party's rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.

4.2 Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by the Order Form or Key Terms.

5. Payment & Taxes

5.1 Fees. Unless the Order Form specifies a different currency, all Fees are in Swedish Kronor (SEK) and are exclusive of VAT and other taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.

5.2 Invoicing. For a Payment Process with invoicing, Provider will send invoices for usage-based Fees in arrears and for all other Fees in advance, in each case according to the Payment Process.

5.3 Automatic Payment. For a Payment Process with automatic payment, Provider will automatically charge the credit card, debit card, or other payment method on file for Fees according to the Payment Process and Customer authorizes all such charges. In this case, Provider will make a copy of Customer's bills or transaction history available to Customer.

5.4 Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including VAT, sales tax, use tax, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider's income taxes.

5.5 Payment. Customer will pay Provider Fees and taxes in SEK, unless the Order Form specifies a different currency, according to the Payment Process. All amounts must be paid within thirty (30) days after the invoice date, unless otherwise agreed.

5.6 Payment Dispute. If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

6. Term & Termination

6.1 Order Form and Agreement. For each Order Form, the Agreement will start on the Order Date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date. For Customers who register online without a separate Order Form, the Agreement continues until terminated by either party.

6.2 Framework Terms. These Framework Terms will start on the Effective Date and continue for the longer of one year or until all Order Forms governed by the Framework Terms have ended.

6.3 Termination. Either party may terminate the Framework Terms or an Order Form immediately: (a) if the other party fails to cure a material breach of the Framework Terms or an Order Form following 30 days notice; or (b) upon notice if the other party (i) materially breaches the Framework Terms or an Order Form in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

6.4 Force Majeure. Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.

6.5 Effect of Termination. Termination of the Framework Terms will automatically terminate all Order Forms governed by the Framework Terms. Upon any expiration or termination: (a) Customer will no longer have any right to use the Product; (b) Upon Customer's request, Provider will delete Customer Content within 60 days; (c) Each Recipient will return or destroy Discloser's Confidential Information in its possession or control; (d) Provider will submit a final bill or invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 5 (Payment & Taxes).

6.6 Survival. The following sections will survive expiration or termination of the Agreement: Section 1.4 (Feedback and Usage Data), Section 1.6 (Machine Learning), Section 2.1 (Restrictions on Customer), Section 5 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 6.5 (Effect of Termination), Section 6.6 (Survival), Section 7 (Representations & Warranties), Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Confidentiality), Section 12 (Reservation of Rights), Section 13 (General Terms), Section 14 (Definitions), and the portions of a Cover Page referenced by these sections. Each Recipient may retain Discloser's Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 4 (Privacy & Security) and Section 11 (Confidentiality) will continue to apply to retained Confidential Information.

7. Representations & Warranties

7.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and (d) it will comply with the Additional Warranties.

7.2 From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.

7.3 From Provider. Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.

7.4 Provider Warranty Remedy. If Provider breaches the warranty in Section 7.3, Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate the affected Order Form and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period.

8. Disclaimer of Warranties

Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 7 do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 7, Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

9. Limitation of Liability

9.1 Liability Caps. Except as provided in Section 9.4, each party's total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the General Cap Amount.

9.2 Damages Waiver. Except as provided in Section 9.4, under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.

9.3 Applicability. The limitations and waivers contained in Sections 9.1 and 9.2 apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

9.4 Exceptions. Section 9.2 (Damages Waiver) does not apply to a breach of Section 11 (Confidentiality). Nothing in this Agreement will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws.

10. Indemnification

10.1 Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer's Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Provider Covered Claims. "Provider Covered Claims" means third-party claims that the Product infringes or misappropriates such third party's intellectual property rights.

10.2 Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Customer Covered Claims. "Customer Covered Claims" means third-party claims arising from Customer Content, Customer's or Users' use of the Product in violation of this Agreement, or Customer's breach of this Agreement.

10.3 Procedure. The Indemnifying Party's obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party's expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim.

10.4 Exclusions. Provider's obligations will not apply to Provider Covered Claims that result from (i) modifications to the Product not authorized by Provider; (ii) unauthorized use of the Product; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version of the Product where a newer release would avoid the claim. Customer's obligations will not apply to Customer Covered Claims that result from the unauthorized use of Customer Content by Provider.

11. Confidentiality

11.1 Non-Use and Non-Disclosure. Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser's Confidential Information; nor (b) disclose Discloser's Confidential Information to anyone else. Recipient will protect Discloser's Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.

11.2 Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known through no fault of Recipient; (c) Recipient receives from someone else authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information.

11.3 Required Disclosures. Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws if Recipient provides Discloser reasonable advance notice and reasonably cooperates with Discloser's efforts to obtain confidential treatment.

12. Reservation of Rights

Except for the limited license in Section 1.1, Provider retains all right, title, and interest in and to the Product. Except for the limited rights in Sections 1.5 and 1.6, Customer retains all right, title, and interest in and to Customer Content. Provider may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of Provider's products and services.

13. General Terms

13.1 Entire Agreement. This Agreement is the only agreement between the parties about its subject and supersedes all prior or contemporaneous statements. Provider expressly rejects any terms included in Customer's purchase order or similar document. No terms in Customer documentation or online vendor portals will apply unless expressly agreed in a legally binding written agreement signed by an authorized Provider representative.

13.2 Modifications. Provider may amend these Terms at any time. Provider will announce changes at least thirty (30) days before they take effect. Use of the Services after the effective date constitutes acceptance. If changes are significant and Customer does not accept them, Customer may terminate the Agreement before the effective date.

13.3 Governing Law and Jurisdiction. The Governing Law will govern all interpretations and disputes about this Agreement. The parties will bring any legal proceeding about this Agreement in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.

13.4 Severability. If any term is determined to be invalid or unenforceable, the remaining terms will remain in full force and effect.

13.5 Assignment. Neither party may assign this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets.

13.6 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.

13.7 Force Majeure. Neither party will be liable for delay or failure to perform if caused by a Force Majeure Event. This does not excuse Customer's obligations to pay Fees.

13.8 Signature. This Agreement may be signed in counterparts, including by electronic acceptance. Customer accepts this Agreement by completing registration on the Platform or by signing an Order Form.

14. Definitions

"Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party (control means more than 50% of voting stock or ownership interest).

"Agreement" means the Order Form or online registration between Provider and Customer as governed by these Framework Terms.

"Applicable Data Protection Laws" means laws governing how the Cloud Service may process personal information.

"Applicable Laws" means the laws, rules, regulations, and binding requirements that apply to Provider or Customer.

"Customer Content" means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.

"Documentation" means the usage manuals and instructional materials for the Cloud Service made available by Provider at www.timply.se.

"Feedback" means suggestions, feedback, or comments about the Product.

"Fees" means the applicable amounts described in the Order Form or pricing information, including platform fees and subscription fees.

"Force Majeure Event" means an unforeseen event outside a party's reasonable control (e.g., natural disasters, war, pandemic, riot, terrorism, internet failure).

"GDPR" means EU Regulation 2016/679 and UK implementation.

"High Risk Activity" means any situation where use or failure of the Product could reasonably lead to death, bodily injury, or environmental damage.

"Order Form" means the Cover Page, online registration, or written agreement that includes business details for this Agreement. For online registration, the Order Form is the signup flow and selected Service Plan.

"Personal Data" has the meaning in Applicable Data Protection Laws.

"Product" means the Cloud Service, Software, and Documentation.

"Prohibited Data" means (a) protected health information under HIPAA; (b) financial account numbers; (c) government ID numbers; (d) special categories under GDPR; and (e) similar sensitive information under Applicable Data Protection Laws.

"Software" means the client-side applications made available by Provider as part of the Product.

"Usage Data" means data about the provision, use, and performance of the Product based on Customer's or Users' use.

"User" means any individual who uses the Product on Customer's behalf or through Customer's account.

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Appendix 1: Data Processing Agreement

The Data Processing Agreement forms an integral part of this Agreement. Please refer to the separate Data Processing Agreement document for details.

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Contact

Walter Media AB Trading as Timply Kronetorpsgatan 64F 212 26 Malmö Sweden

Email: support@waltermedia.se Phone: +46 70 758 66 01 Organisationsnummer: 559318-9060