Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Calbarry website and any non-paid trial of the platform offered to you (“Service”). By accessing or using the Service you agree to these Terms.

Calbarry is a business-to-business product intended for use by organisations established in the European Union and their authorised personnel. The Service is not directed to consumers.

• “Customer” means the organisation on whose behalf you access the Service.
• “Authorised User” means an employee or contractor of the Customer who has been granted access through Customer’s account.
• “Customer Data” means data uploaded to or generated by the Service on behalf of the Customer, including but not limited to payroll, employee, and pay-equity analysis records.
• “DPA” means the Data Processing Agreement between Calbarry and the Customer.

During the current phase, accounts are provisioned by Calbarry following a request from a Customer. The Authorised User to whom credentials are issued is responsible for keeping them confidential and for all activity under their account.

The Customer is responsible for designating its Authorised Users and the role of each. Roles and permissions are documented within the Service.

As between the parties, the Customer is the controller of Customer Data and Calbarry acts as processor in respect of that data. Processing is governed by the signed DPA, which incorporates the EU Commission’s Standard Contractual Clauses (Decision 2021/914) where applicable.

Information about how Calbarry handles personal data we collect directly (e.g., website visitors, contact-form submissions, and our own users’ account data) is set out in our Privacy Policy.

You will not, and will not permit any Authorised User to:

• Use the Service in violation of applicable law or any third party’s rights;
• Upload data you are not authorised to disclose or process, including data of individuals who have not been informed in line with the GDPR;
• Reverse engineer, decompile, or attempt to derive source code from the Service, except to the extent expressly permitted by applicable law;
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
• Use the Service to develop a competing product, or to train machine-learning models on Customer Data without explicit written authorisation;
• Send spam, conduct vulnerability testing without our prior written consent, or otherwise abuse the platform.

We may suspend access immediately if we reasonably believe continued use poses a risk to the Service, other customers, or third parties, and we will use reasonable efforts to notify the Customer in advance.

Calbarry retains all right, title, and interest in the Service, including all underlying software, designs, methodology implementations, and documentation. You are granted a limited, revocable, non-exclusive, non-transferable right to access and use the Service during the term of your subscription.

The Customer retains all rights to Customer Data. The Customer grants Calbarry a limited licence to process Customer Data solely to provide and improve the Service in line with the DPA.

Each party will keep the other’s non-public information confidential, use it only to perform under these Terms, and protect it with at least the same degree of care it uses for its own confidential information (and in any event no less than a reasonable standard).

Fees, billing cadence, and payment terms applicable to a given Customer are set out in the Order Form signed by that Customer. No fees are payable for use of the public website or the contact form.

Calbarry warrants that the Service will be provided with reasonable skill and care and will materially conform to the documentation provided to the Customer. The Service is provided as a tool to support compliance with the EU Pay Transparency Directive (2023/970); the Customer is responsible for the accuracy of inputs, the appropriateness of methodology choices for its workforce, and the legal sufficiency of the outputs for its specific regulatory obligations.

To the maximum extent permitted by law, all other warranties, express or implied, are disclaimed, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, consequential, special, or exemplary damages, including loss of profits, revenue, data, or goodwill, arising out of or in connection with these Terms.

Each party’s aggregate liability for direct damages arising out of or in connection with these Terms will not exceed the fees paid by the Customer to Calbarry in the twelve (12) months preceding the event giving rise to the liability. Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, wilful misconduct, or breach of mandatory data-protection obligations.

These Terms apply for as long as you access the Service. The subscription term is set in the Order Form. Either party may terminate for material breach not cured within thirty (30) days of written notice. Upon termination, access ceases and Calbarry will delete or return Customer Data in accordance with the DPA.

Neither party will be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of war, natural disasters, large-scale internet outages, or governmental actions.

We may update these Terms from time to time. We will notify active Customers of material changes at least thirty (30) days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

The governing law and the courts of exclusive jurisdiction applicable to these Terms will be set in the signed Order Form or Master Services Agreement and will reference an EU member state mutually agreed by the parties. The Vienna Convention on Contracts for the International Sale of Goods does not apply.

• Entire agreement. These Terms, together with the Order Form, DPA, and Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof.
• Severability. If a provision is held unenforceable, the remainder remains in force.
• Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger or asset sale. Calbarry may assign to an affiliate or successor.
• No waiver. A failure to enforce a provision is not a waiver of future enforcement.
• Notices. Notices to Calbarry must be sent to the contact address provided on the Contact page; notices to the Customer go to the email associated with its primary admin user.