Terms of Service
Definitions
“Active Member” means a Member whose status in the Workspace is active. Members with a restricted or deactivated status are not Active Members.
“Active Member Limit” means the maximum number of Active Members permitted under a Plan, as published on the Temprix pricing page.
“Billing Interval” means the recurring period (monthly or annual) for which a Subscription’s Fees are charged.
“Confidential Information” means non-public business, technical, or financial information disclosed by either party to the other, excluding Customer Data and information that is public, independently developed, or rightfully received from a third party.
“Customer” means the organization (or individual, if no organization is named) for whom a Workspace is created.
“Customer Data” means any data, content, or information submitted, uploaded, or generated by the Customer or its Members within a Workspace (e.g., schedules, capacity entries, event data, Member information). Temprix does not own Customer Data and processes it solely to operate the Service, as further described in the Privacy Policy and Data Processing Agreement.
“Data Region” means the geographic region selected by the Customer at Workspace creation in which the Customer’s Workspace data is stored and processed, except for (a) authentication and identity data (including the email addresses of individuals with user accounts), and (b) limited operational and pseudonymized account data, each of which is processed globally, including in the United States, as described in the Privacy Policy and Data Processing Agreement. Available Data Regions are specified during the Workspace creation process and may be expanded by Temprix over time.
“Fees” means all amounts payable by the Customer for a Subscription, including recurring charges, prorated amounts, and applicable taxes (including VAT).
“Member” means any individual added to a Workspace, regardless of status.
“Owner” means the Member currently designated with the Owner role for a Workspace, who may act on the Customer’s behalf for account and billing matters. The Owner role may be transferred between Members.
“Plan” means one of Temprix’s subscription tiers (Free, Standard, Business, or Enterprise) offered under a Billing Interval.
“Service” means the Temprix web application, associated APIs, documentation, and related services made available by Temprix.
“Subscription” means the Customer’s paid access to a specific Plan and Billing Interval for a Workspace, as reflected in the Customer’s active billing arrangement with Temprix.
“Workspace” means a distinct, isolated instance of the Service created by a Customer. A Customer may create or own more than one Workspace, each with its own Members, Subscription, and Data Region.
If Temprix and a Customer sign a separate written agreement referencing these Terms (an “Enterprise Agreement”), the Enterprise Agreement governs to the extent it conflicts with these Terms.
Acceptance
By creating a Workspace, signing up for, or otherwise accessing or using the Service, the Customer agrees to be bound by these Terms. If the Customer does not agree, they must not create a Workspace or use the Service.
The individual creating a Workspace represents and warrants that they have the authority to bind the Customer to these Terms. If no organization is named at signup, the individual is the Customer and these Terms bind them individually.
The Service is intended exclusively for business use. The Customer represents and warrants that it enters into these Terms in the course of a trade, business, craft, or profession, and not as a consumer. By accepting these Terms, the Customer further represents that any individual using the Service on its behalf is at least 18 years old.
Account and workspace
A Customer may create up to 100 Workspaces per account. Each Workspace is a separate instance of the Service with its own Members, Subscription, and Fees.
The Customer is responsible for all activity occurring within its Workspace, including all actions taken by its Members, regardless of whether such actions were authorized by the Customer.
The Owner may grant other Members administrative permissions within the Workspace. The Customer is solely responsible for managing Member permissions and access.
Temprix reserves the right to modify, reclaim, or reassign a Workspace’s namespace in circumstances described in the Acceptable Use Policy, including but not limited to trademark disputes, impersonation, or security concerns. Temprix will make reasonable efforts to notify the Customer before doing so, except where immediate action is necessary for security or legal reasons.
Subscription and billing
Plans and Active Member Limits
Each Plan may be subject to an Active Member Limit. Standard, Business and Enterprise Plans currently have no Active Member Limit. If a Free Workspace reaches its Active Member Limit, additional Members are added with restricted status rather than being rejected. Restricted Members are not counted as Active Members and have limited access to the Service until the Customer upgrades to a paid Plan or removes or deactivates an existing Active Member to free a seat.
Least-recently-active rule
Where these Terms provide that Members will be restricted according to the least-recently-active rule, Temprix will change the status of Active Members to restricted, starting with those whose most recent recorded activity in the Workspace is the oldest, until the number of Active Members no longer exceeds the applicable Active Member Limit. Restricted Members may be reactivated by the Customer once a seat is available or the Customer upgrades to a Plan with a sufficient Active Member Limit.
Automatic renewal
Subscriptions renew automatically at the end of each Billing Interval for a successive Billing Interval of the same duration, at the then-current Fees, unless the Customer cancels the Subscription before the renewal date or the Subscription is terminated in accordance with these Terms.
Seat changes and proration
Fees for an additional Member are calculated on a prorated basis, generally within 24 hours of the Member being added to a paid Workspace, regardless of whether that Member has logged in or actively used the Service. The prorated charge or credit is applied to the Customer’s account and billed within one billing cycle, or, for annual Subscriptions, within approximately one month of the change — in either case, no later than the Customer’s next scheduled invoice. The same proration logic applies when a Member is deactivated or removed, resulting in a prorated credit.
Payment failure
If a payment fails, Temprix will attempt to collect payment using automatic retries. If payment remains unsuccessful after the retry period, the Workspace will be marked as past due, and Members will be restricted according to the least-recently-active rule, until payment is resolved or the Customer downgrades.
Downgrades
If a downgrade to the Free Plan results in exceeding the Free Plan’s Active Member Limit, Members will be restricted immediately according to the least-recently-active rule. Workspace Owner will not be restricted.
Currency and taxes
Fees are quoted in United States Dollars (USD) and are exclusive of applicable taxes, including VAT, which will be calculated and added at checkout based on the Customer’s location and tax status. Customers may be offered the option to pay in a different currency at checkout; in such cases, currency conversion is handled by Temprix’s payment processor and may include a conversion fee.
Refunds
Except as expressly provided in these Terms or required by applicable law, Fees are non-refundable, and Temprix does not provide refunds or credits for partial Billing Intervals, unused seats, or periods of non-use. Prorated credits described in this section are applied against future invoices and are not paid out in cash.
Fair use and seat definition
Billable Members are defined as Active Members, as set out in Definitions and Subscription and billing. Temprix reserves the right to introduce reasonable usage limits (e.g., API rate limits) with notice, to maintain Service stability for all Customers.
Acceptable use
The Customer agrees to use the Service in accordance with Temprix’s Acceptable Use Policy, as may be updated from time to time.
Intellectual property
Temprix retains all right, title, and interest in and to the Service, including all software, design, and underlying technology. Except for the limited right to access and use the Service as permitted under these Terms, no rights are granted to the Customer.
As between the parties, the Customer retains all right, title, and interest in and to Customer Data. The Customer grants Temprix a limited license to access, host, and process Customer Data solely as necessary to provide the Service, as further described in the Privacy Policy and Data Processing Agreement. Temprix will not use Customer Data for any other purpose, including training machine learning models or sharing it with third parties for their own purposes.
“Service Data” means aggregated and anonymized data derived from the use of the Service by Customers, which does not identify any Customer or individual. Temprix may collect and use Service Data for purposes including product improvement, analytics, benchmarking, and the development and training of statistical and machine learning models (for example, capacity forecasting), provided that Service Data remains aggregated and anonymized and is never used to identify any Customer or individual. Service Data is not considered Customer Data.
If the Customer provides feedback or suggestions about the Service, Temprix may use this feedback without restriction or obligation to the Customer.
Data and privacy
The Data Region selected at Workspace creation cannot be changed. Temprix does not migrate Customer Data between Data Regions. Authentication and identity data (including the email addresses of individuals with user accounts) and limited operational and pseudonymized account data (such as internal identifiers used for account resolution, invitations, and workspace routing) are processed globally, including in the United States, as described in the Privacy Policy and Data Processing Agreement.
By using the Service, the Customer agrees to Temprix’s Privacy Policy and Data Processing Agreement, which are incorporated into these Terms by reference. Customer Data is processed as described in those documents.
Confidentiality
Each party agrees to protect the other party’s Confidential Information with the same degree of care it uses to protect its own confidential information, and not less than a reasonable degree of care. Neither party will disclose the other’s Confidential Information to third parties, except as necessary to perform its obligations under these Terms or as required by law.
This obligation survives termination of these Terms for a period of three (3) years.
Warranties and disclaimers
The Service on the Free Plan is provided “as is” and “as available,” without any warranty of any kind.
For paid Plans, Temprix will use commercially reasonable efforts to maintain the availability of the Service, but does not guarantee uninterrupted or error-free operation.
Except as expressly stated in these Terms, the Service is provided without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law. Nothing in this section limits any rights the Customer may have under Dutch or EU law that cannot be lawfully excluded or limited by agreement.
Limitation of liability
To the maximum extent permitted by applicable law, each party’s total aggregate liability arising out of or related to these Terms will not exceed the total Fees paid by the Customer in the 12 months preceding the event giving rise to the claim (the “General Cap”).
Notwithstanding the foregoing, Temprix’s total aggregate liability arising from a breach of its data protection obligations under the Data Processing Agreement will not exceed two (2) times the General Cap.
The limitations in this section do not apply to: (a) either party’s gross negligence, willful misconduct, or fraud; (b) the Customer’s payment obligations under these Terms; (c) the Customer’s breach of Acceptable use or Intellectual property; or (d) any liability that cannot be limited or excluded under applicable law.
Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits or revenue, even if advised of the possibility of such damages.
Termination
Cancellation by the Customer. The Customer may cancel their Subscription at any time. Cancellation takes effect at the end of the current Billing Interval, unless otherwise stated.
Termination by Temprix for cause. Temprix may terminate these Terms or a Customer’s access to a Workspace if the Customer materially breaches these Terms (including the Acceptable Use Policy) and fails to cure the breach within 14 days of written notice. Temprix may terminate or suspend access immediately, without a cure period, where the breach is serious or unlawful, poses a risk to the security or integrity of the Service, other customers, or third parties, or where termination or suspension is required by law.
Suspension. Temprix may suspend a Customer’s access to the Service for material violations of the Acceptable Use Policy. Where reasonably possible, Temprix will provide notice and an opportunity to cure before suspending access, except where immediate suspension is necessary to prevent harm to Temprix, other customers, or third parties. Fees continue to accrue during any suspension resulting from the Customer’s breach, and suspension does not relieve the Customer of its payment obligations.
Inactive Free Workspaces. Temprix may delete a Free Plan Workspace that has had no activity for twelve (12) consecutive months. Temprix will provide at least 30 days’ notice by email to the Workspace Owner before deletion, giving the Customer the opportunity to resume use of the Workspace or export Customer Data.
Non-payment. Non-payment is handled as described in Subscription and billing.
Effect of termination. Following termination or expiry, Temprix will retain Customer Data for 30 days to allow for reactivation or, where export functionality is available, export of Customer Data. After this period, Temprix will initiate permanent deletion of Customer Data from its active systems. Residual copies may persist in encrypted backups for up to 35 days following deletion and are purged on a rolling basis. Customer Data is not retained beyond these periods, except where retention is required by applicable law.
Governing law
These Terms are governed by the laws of the Netherlands, without regard to conflict of law principles. Any disputes arising from these Terms will be subject to the exclusive jurisdiction of the competent courts of Rotterdam, the Netherlands.
Changes to the Service, Fees, and Terms
Changes to the Service. Temprix continuously develops the Service and may add, modify, or remove features and functionality, including the features and limits of the Free Plan. If a change materially degrades the core functionality of a paid Plan, Temprix will provide at least 30 days’ notice, and the Customer may cancel the affected Subscription before the change takes effect and receive a prorated refund of prepaid Fees for the remainder of the Billing Interval.
Changes to Fees. Temprix may change the Fees for any Plan. Fee changes take effect at the start of the Customer’s next Billing Interval and will be announced at least 30 days in advance by email to the Workspace Owner. If the Customer does not agree with a Fee change, they may cancel their Subscription before the change takes effect.
Changes to these Terms. Temprix may update these Terms from time to time. For material changes, Temprix will provide at least 30 days’ notice by email to the Workspace Owner, and may also display an in-app notice. If a material change is unacceptable to the Customer, the Customer may cancel their Subscription before the change takes effect. Continued use of the Service after a change takes effect constitutes acceptance of the updated Terms.
General provisions
Force Majeure. Neither party will be liable for any failure or delay in performance under these Terms resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, internet or telecommunications failures, and outages or failures of third-party infrastructure or cloud service providers.
Assignment. The Customer may not assign these Terms without Temprix’s prior written consent. Temprix may assign these Terms without the Customer’s consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
Entire Agreement. These Terms, together with the Privacy Policy, Data Processing Agreement, and Acceptable Use Policy, constitute the entire agreement between the parties and supersede any prior agreements regarding the Service.
Order of Precedence. In the event of a conflict, the following order of precedence applies: (1) an Enterprise Agreement, if any; (2) the Data Processing Agreement, with respect to the processing of personal data; (3) these Terms; (4) the Acceptable Use Policy. The Privacy Policy describes how Temprix processes personal data and is provided for transparency.
Survival. Sections covering definitions, intellectual property, confidentiality, warranties and disclaimers, limitation of liability, governing law, and general provisions survive termination or expiry of these Terms, together with any payment obligations accrued before termination.
Notices. Temprix may provide notices to the Customer via email to the Workspace Owner or through the Service. The Customer may provide notices to Temprix via the contact details provided on the Temprix website.
Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
No Third-Party Beneficiaries. These Terms do not confer any rights or remedies on any person other than the parties, except as expressly stated.
Publicity. Temprix may identify the Customer as a user of the Service (e.g., by name and logo) in Temprix’s marketing materials and customer lists, unless the Customer opts out by written request.