Terms of Service

1. Agreement to these Terms

These Terms of Service (“Terms”) are a binding agreement between Worklayer, Inc., a Delaware corporation with its registered address at 2810 N Church St, STE 89103, Wilmington, DE 19802, USA (“Worklayer,” “we,” “us”), and the company or other legal entity you represent (“Customer,” “you”).

They govern access to and use of the website at worklayer.ai (the “Website”), the Worklayer platform at app.worklayer.ai, and related services, applications, and documentation (collectively, the “Service”). These Terms, together with each Order Form and the DPA, form the “Agreement.”

By creating an account, executing an order form or other ordering document that references these Terms (an “Order Form”), or using the Service, you accept these Terms. The individual accepting represents that they have authority to bind the Customer. If you do not have that authority, or you do not agree to these Terms, you must not use the Service.

Business use only. The Service is offered exclusively to businesses and other organizations for use in their operations. It is not offered to consumers, and consumer protection laws applicable to consumer contracts do not apply. Sections 3–7 and 12–15 apply to the Platform and to Customers with an account or Order Form; browsing the public Website is additionally governed by our Privacy Policy, which includes our cookie disclosures.

If you and Worklayer have signed a separate agreement covering the Service (for example, a master subscription agreement), that agreement controls to the extent it conflicts with these Terms.

2. Definitions

“Affiliate”: an entity that controls, is controlled by, or is under common control with a party, where control means more than 50% ownership or the power to direct management.
“Authorized Users”: individuals authorized by Customer to use the Service (e.g., HR administrators, managers, employees), for whom access credentials have been provisioned.
“Business Day”: Monday to Friday, excluding public holidays.
“Customer Data”: data submitted to the Service by or for Customer, including Employee Data, documents, configurations, and the inputs to and outputs of AI Features within Customer’s workspace.
“Employee Data”: personal data of Customer’s employees, contractors, applicants, or other personnel processed in the Service.
“AI Features”: features of the Service that use machine-learning models, including AI agents that execute HR workflows and conversational assistants.
“DPA”: the data processing agreement between Customer and Worklayer governing processing of personal data within the Service, which forms part of the Agreement.
“Documentation”: usage documentation we make available for the Service.
“Platform”: the Worklayer application at app.worklayer.ai.

3. The Service

3.1 Access. Subject to these Terms and payment of applicable fees, Worklayer grants Customer a non-exclusive, non-transferable right to access and use the Service during the subscription term for Customer’s internal business purposes. Customer’s Affiliates may use the Service within the quantities and plans purchased (or as set out in an Order Form); Customer is responsible for its Affiliates’ compliance with the Agreement, Affiliates acquire no direct claims against Worklayer, and Affiliate use counts toward the same limitations in Section 15 as Customer’s own use.

3.2 Accounts and Authorized Users. Customer is responsible for its Authorized Users’ compliance with these Terms, for maintaining the confidentiality of credentials, and for all activities under its accounts. Access credentials are personal to individual Authorized Users; shared or generic logins are not permitted. Customer will maintain reasonable security measures within its own systems and networks. Sign-in is provided through our identity provider; Customer must notify us promptly at privacy@worklayer.ai of any suspected unauthorized access.

3.3 Changes to the Service. We continuously develop the Service and may modify or improve it, provided we do not materially reduce its core functionality during a paid subscription term.

3.4 Early access, beta features, and trials. We may designate certain features as beta, preview, pilot, or early access. Such features are provided as-is, may be modified or discontinued at any time, may be subject to additional terms, and are excluded from any warranties and service commitments. We may offer the Service or parts of it free of charge during pilot or trial periods; free access may be suspended or terminated at any time. Unless otherwise agreed, free trials run for 14 days, are limited to one per Customer, and may be extended at our discretion. If a trial does not convert to a paid subscription, Customer may request an export of its Customer Data for 30 days after the trial ends, after which we delete it.

3.5 Fair use. Features offered without fixed usage limits, including AI Features, are subject to fair use relative to the typical use of comparable customers. If usage materially exceeds fair use or threatens the stability or security of the Service, Worklayer may, after notice where practicable, apply reasonable rate limits or restrict the affected functionality, and will lift the restriction once usage normalizes.

4. Subscriptions, fees, and payment

4.1 Subscriptions. The Service is sold as a subscription, typically priced per employee or per user as set out on the Website, in an Order Form, or in our checkout flow. Subscriptions run for an annual term (or another term stated in an Order Form) and renew automatically for successive terms of the same length unless either party gives notice of non-renewal before the end of the then-current term (for Customer: by canceling via the billing settings or by written notice). Customer may add users or employees at any time; added seats are charged pro rata for the remainder of the current term at the then-current rate and renew with the subscription. Seat reductions take effect at the next renewal. Unless an Order Form states otherwise, the billable quantity is measured on periodic snapshots of active employee or user records in the Service, and deactivated records may be replaced at no additional charge; if actual usage exceeds the subscribed quantity, Worklayer may invoice the excess pro rata for the remainder of the term at the applicable per-unit rate. An Order Form may state a minimum committed quantity, which cannot be reduced during its term. Discounts apply only to the term for which they are granted and do not automatically extend to renewal terms.

4.2 Payment. Payments are processed by Stripe. Customer authorizes us to charge the payment method on file for recurring subscription fees and any agreed one-time fees. Invoiced amounts (where invoicing is agreed) are due within 14 days of the invoice date unless the Order Form states otherwise.

4.3 Fee changes. We may change subscription fees with at least 30 days’ notice; changes take effect at the start of the next renewal term. If you do not agree, you may cancel before the renewal.

4.4 Taxes. Fees are exclusive of taxes, levies, and duties (including VAT and sales taxes), which Customer is responsible for, other than taxes on our income.

4.5 Late or failed payment. If a payment fails or is overdue, we may retry the charge and will notify Customer. If the amount remains unpaid 10 Business Days after our notice, we may suspend access to the Service until payment is made; access will be restored promptly upon payment. Amounts unpaid when due may accrue interest at the lesser of 1% per month or the maximum lawful rate, and Customer will reimburse our reasonable costs of collecting amounts that remain unpaid after suspension (including reasonable attorneys’ fees).

4.6 No refunds. Except as expressly stated in these Terms, an Order Form, or where required by law, fees are non-refundable and subscription terms already started are not credited on cancellation. Cancellation takes effect at the end of the current subscription term, and the Service remains available until then.

5. Customer Data

5.1 Ownership. Customer owns all Customer Data. Worklayer acquires no rights in Customer Data other than the limited rights in this Section.

5.2 License to us. Customer grants Worklayer the non-exclusive right to host, process, transmit, and display Customer Data solely to provide and support the Service, as instructed through Customer’s use and configuration of the Service, and as permitted by the DPA.

5.3 Data protection. The parties will comply with applicable data protection law. Worklayer processes Employee Data as Customer’s processor under the DPA, which is concluded with each Customer before any processing of Employee Data begins (electronically under Art. 28(9) GDPR where Worklayer makes its standard DPA available in the signup or ordering flow), is incorporated into the Agreement, and is available on request at privacy@worklayer.ai. Our Privacy Policy describes processing for which Worklayer is the controller.

5.4 Usage data. Worklayer may collect technical usage and performance data about the operation of the Service and use it in aggregated or de-identified form, such that it no longer identifies any individual or Customer, to operate, secure, and improve the Service. Worklayer will not attempt to re-identify such data. Until so aggregated or de-identified, such data is processed in accordance with the DPA and treated as Customer’s Confidential Information (Section 11).

5.5 Export and deletion. For 30 days after termination or expiry of a subscription, Customer may export Customer Data using the Service’s export functions or by request. After that window, we will delete Customer Data, in any event no later than 90 days after termination or expiry, except where retention is required by law, as further specified in the DPA; residual copies in routine system backups are removed in the ordinary rotation of those backups.

5.6 Security. Worklayer maintains technical and organizational measures appropriate to the risk of processing Employee Data, as further described in the DPA (including encryption in transit, tenant isolation, role-based access controls, logging and monitoring, vendor risk management, and a documented incident-response process), and will notify Customer of personal data breaches as required by the DPA and applicable law. On request, Worklayer provides reasonable security documentation, which the parties will use as the primary means of satisfying security reviews and audit requests; on-site audits are governed by the DPA and, unless an incident or a supervisory authority requires otherwise, are limited to once per 12 months, on reasonable notice, at Customer’s cost, and under confidentiality obligations. Nothing in this Section limits Customer’s audit rights under Art. 28(3)(h) GDPR as implemented in the DPA.

6. Customer responsibilities

Customer acknowledges that it, not Worklayer, is the employer of, and controller of the personal data of, its personnel. Customer is responsible for:

(a) Lawfulness of its HR processing: having a lawful basis for the Employee Data it processes in the Service, providing its employees with the privacy notices required by law (including Art. 13/14 GDPR where it applies), and complying with the employment and data protection laws applicable to it, including national employee-data rules (such as § 26 BDSG in Germany) and US federal and state employment law, as applicable;
(b) Employee representation and collective obligations: where Customer’s workforce is subject to works councils, unions, or other employee-representation bodies or collective agreements, fulfilling any information, consultation, or co-determination obligations (for example under § 87 of the German Works Constitution Act (BetrVG), or equivalent laws elsewhere) before enabling features capable of monitoring employee behavior or performance, such as time tracking or AI agents acting on employee data;
(c) Configuration: its choices in configuring the Service, including which data fields it enables (for example, fields required for payroll in Customer’s jurisdictions), role and permission assignments, agent instructions and scopes, and approval workflows;
(d) Accuracy: the accuracy, quality, and legality of Customer Data and the means by which it was obtained;
(e) Human oversight of AI Features as described in Section 7;
(f) Acceptable use: ensuring its Authorized Users comply with Section 8.

Worklayer is entitled to reasonably rely on Customer Data and on instructions given through Customer’s accounts and configuration, without independent verification. Inaccuracies, delays, penalties, or other liabilities to the extent arising from incomplete, inaccurate, or untimely Customer Data, from Customer’s failure to review output flagged for review or to implement corrections Worklayer provides, or from Customer’s violation of applicable law are “Resulting Errors.” Implementation and onboarding timelines communicated by Worklayer are good-faith estimates that depend on Customer’s timely cooperation.

7. AI Features

7.1 Nature of AI output. AI Features use large language models. Their output is probabilistic: it can be incomplete, inaccurate, or inappropriate for a specific situation despite our safeguards. AI output may also not be unique: similar prompts and contexts can produce similar or identical output for other customers, and Customer’s rights in its output do not extend to output independently generated for others. AI output is provided to support, not replace, Customer’s own judgment.

7.2 Human oversight. Customer must review AI-generated output before relying on it for any decision that produces legal or similarly significant effects concerning an individual (e.g., hiring, promotion, discipline, termination, or compensation decisions), and must maintain the human oversight measures required of it by applicable law (including, where applicable, Art. 22 GDPR, the EU AI Act’s obligations for deployers of high-risk AI systems used in employment contexts, and US state and local laws on automated employment decision tools).

7.3 Agent actions. AI agents act within the scopes and instructions Customer configures. Actions taken by an agent within Customer’s configuration are attributed to Customer as if taken by an Authorized User. The Service records agent activity in audit logs available to Customer.

7.4 No training. We do not use Customer Data to train AI models and contractually require our AI model providers not to do so.

7.5 No professional advice. The Service, including AI output, templates, and support responses, provides tools and information, not legal, tax, accounting, or employment-law advice. Payroll-related features prepare and organize payroll data; they do not constitute tax, legal, or accounting advice, and are not a substitute for a payroll provider, a qualified tax advisor, or Customer’s own statutory obligations. Customer is responsible for reviewing payroll data before submitting it to its payroll execution provider or authorities, and for consulting qualified advisors where its decisions require professional advice.

7.6 Changes to AI Features. AI Features depend on third-party model providers. Worklayer may substitute or add model providers in accordance with the DPA’s sub-processor process, and may modify, restrict, or suspend specific AI Features where a model provider’s requirements, security considerations, or applicable law (including the EU AI Act) require it. Worklayer will give notice of material changes; if a change materially reduces the core functionality of a paid subscription during its term (Section 3.3), Customer may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the remainder of the term.

8. Acceptable use

Customer must not, and must ensure its Authorized Users do not:

use the Service in violation of applicable law, including employment, data protection, and anti-discrimination law;
use the Service to monitor employees in ways not permitted by applicable law or without any required involvement of employee-representation bodies;
upload malicious code or content that is unlawful or infringes third-party rights;
attempt to gain unauthorized access to the Service or its systems, probe or test their vulnerability (except under an agreed security-testing arrangement), or circumvent access controls, usage limits, or agent permission scopes;
reverse engineer, decompile, or copy the Service or access it to build a competing product;
access the Service by or for the benefit of a competitor of Worklayer, or for benchmarking or feature replication, without our prior written consent;
use AI Features or their output to develop or train a competing product or machine-learning model, or misrepresent AI-generated output as solely human-authored;
rely on AI output for decisions described in Section 7.2 without the human review that Section requires;
resell, sublicense, or provide the Service to third parties except to Authorized Users as permitted;
use automated means to scrape or extract data from the Service outside its intended interfaces;
send spam or unsolicited communications through the Service.

We may investigate violations and suspend access as described in Section 13.2.

9. Third-party services

The Service can connect to third-party products the Customer chooses to integrate (for example, Slack). Customer’s use of a third-party product is governed by its own terms and privacy policy, and Customer authorizes Worklayer to exchange data with it as needed to provide the integration. We are not responsible for third-party products, and an integration may be affected if the third party changes its service or APIs.

10. Intellectual property; feedback

The Service, its software, models, designs, and Documentation (excluding Customer Data) are and remain the property of Worklayer and its licensors, protected by intellectual property laws. No rights are granted except as expressly stated in these Terms. The Worklayer name and logo are trademarks of Worklayer, Inc.; you may not use them without our prior written permission.

If Customer provides feedback or suggestions, Worklayer may use them without restriction or obligation; feedback is not Customer’s Confidential Information (Section 11) once implemented in generalized form.

11. Confidentiality

Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”; Customer Data is Customer’s Confidential Information). The receiving party will (a) use it only to perform under the Agreement, (b) protect it with at least reasonable care, and (c) not disclose it except to employees, advisors, and contractors bound by comparable obligations and who need it for that purpose. These obligations do not apply to information that is or becomes public without breach, was known before disclosure, was independently developed, or is rightfully received from a third party. Disclosure required by law is permitted with prompt notice to the other party where lawful. These obligations survive for 5 years after termination (indefinitely for Customer Data and trade secrets).

12. Warranties and disclaimers

12.1 Limited warranty. Worklayer warrants that during a paid subscription term the Service will perform materially in accordance with its Documentation and the service descriptions in the applicable Order Form. Customer’s exclusive remedy for breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformity, and if we cannot within a reasonable period, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the remaining term. This warranty does not cover non-conformities caused by Customer’s configuration or misuse of the Service, unauthorized modifications, third-party products or integrations, or use in breach of the Agreement.

12.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 12.1, THE SERVICE IS PROVIDED “AS IS” AND WORKLAYER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR DECISION. BETA AND FREE-OF-CHARGE SERVICES ARE PROVIDED WITHOUT ANY WARRANTY.

13. Term, suspension, and termination

13.1 Term. These Terms apply from Customer’s first acceptance and continue while any subscription or Order Form is in effect.

13.2 Suspension. We may suspend access (in whole or part) immediately if reasonably necessary to address a security risk, unlawful use, material breach of Section 8, a violation of Section 17.9 (sanctions), or overdue payment (after notice and cure opportunity under Section 4.5). We will limit suspensions in scope and duration to what is reasonably necessary and restore access when the cause is resolved.

13.3 Termination for cause. Either party may terminate the Agreement if the other materially breaches it and fails to cure within 30 days of written notice, or immediately if the other becomes insolvent or subject to bankruptcy or similar proceedings. If Worklayer has reasonable grounds to believe Customer will be unable to pay amounts falling due, Worklayer may require prepayment or other adequate assurance of payment as a condition of continued provision of the Service.

13.4 Effect of termination. On termination or expiry: Customer’s access ends (subject to the export window in Section 5.5); fees accrued remain payable; and if Customer terminates under Section 13.3 for Worklayer’s uncured material breach, Worklayer will refund prepaid fees covering the period after the effective date of termination. Any provisions that by their nature should survive do survive, including Sections 4 (accrued fees), 5.1–5.3, 5.6 and 7.4 (for as long as we retain Customer Data), 5.5, 10, 11, 12.2, 14, 15, 16, and 17, together with Sections 2 and 6 to the extent needed to interpret the surviving provisions.

14. Indemnification

14.1 By Worklayer. Worklayer will defend Customer against third-party claims alleging that the Service, as provided by us and used as permitted, infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will indemnify Customer for damages and costs finally awarded (or agreed in settlement) for such a claim. If the Service is subject to such a claim, we may procure the right for Customer to continue using it, modify it to be non-infringing, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid, unused fees. This Section states Worklayer’s entire liability for infringement claims. It does not apply to claims arising from Customer Data submitted by or for Customer (excluding output generated by AI Features, except to the extent the claim arises from Customer inputs reproduced in that output), from combination with items not provided by us, or from use in violation of these Terms.

14.2 By Customer. Customer will defend Worklayer against third-party claims arising from Customer Data submitted by or for Customer (excluding output generated by AI Features, except to the extent the claim arises from Customer inputs reproduced in that output), from Customer’s employment or personnel decisions, or from Customer’s use of the Service in violation of these Terms or applicable law (including claims by Customer’s employees or works council relating to Customer’s obligations in Section 6), and will indemnify Worklayer for damages and costs finally awarded (or agreed in settlement) for such claims.

14.3 Procedure. The indemnified party must promptly notify the other in writing, give sole control of the defense and settlement (no settlement imposing obligations on the indemnified party without its consent), and provide reasonable assistance at the indemnifying party’s expense.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA (EXCEPT FOR DATA-RESTORATION COSTS CAUSED BY BREACH OF SECTION 5), EVEN IF ADVISED OF THE POSSIBILITY;
(b) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR, FOR FREE-OF-CHARGE USE, US $1,000);
(c) THE EXCLUSIONS IN (a) AND THE CAP IN (b) DO NOT APPLY TO: A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14; CUSTOMER’S PAYMENT OBLIGATIONS; A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE MANDATORY LAW (SUCH AS, IN SOME JURISDICTIONS, LIABILITY FOR INJURY TO LIFE, BODY, OR HEALTH);
(d) WORKLAYER WILL NOT BE LIABLE FOR RESULTING ERRORS (AS DEFINED IN SECTION 6).

The parties agree these allocations of risk are reflected in the fees.

16. Governing law and venue

These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction, and each party consents to their personal jurisdiction and waives objections to venue. Each party waives its right to a jury trial and agrees that disputes will be resolved on an individual basis, without class or representative proceedings, to the extent permitted by law.

Before filing any claim (other than one seeking injunctive relief or collection of undisputed fees), the parties will first attempt in good faith to resolve the dispute through escalation to senior management for at least 30 days after written notice of the dispute. Except for Customer’s payment obligations, a party’s indemnification obligations, and claims that cannot be time-limited under applicable law, no claim arising out of or relating to the Agreement may be brought more than one year after the cause of action accrues. Mandatory provisions of the law of Customer’s jurisdiction that cannot be derogated from by agreement remain unaffected.

17. General

17.1 Changes to these Terms. We may update these Terms. For material changes, we will notify Customer (e.g., by email to the account admin or in-product notice) at least 30 days before they take effect. For Customers with an active subscription, material changes take effect at the start of the first renewal term beginning at least 30 days after notice; if Customer objects, it may elect not to renew (Section 4.1). If a change must take effect during a current term (for example, where required by law), Customer may terminate the affected subscription effective when the change takes effect and receive a pro-rata refund of prepaid fees for the remainder of the term. If no subscription is active, changes apply upon posting.

17.2 Notices. Legal notices to Worklayer: legal@worklayer.ai or by post to Worklayer, Inc., 2810 N Church St, STE 89103, Wilmington, DE 19802, USA. Notices to Customer: the admin email on the account. Email notice is effective when sent.

17.3 Entire agreement; precedence. The Agreement, together with the policies referenced in these Terms, is the entire agreement regarding the Service and supersedes prior discussions, other than any separate non-disclosure agreement between the parties, which remains in effect. Customer’s purchase-order or other standard terms do not apply, even if referenced in an ordering document or attached to a payment, unless Worklayer expressly agrees to them in writing. In case of conflict: (1) the Order Form, (2) the DPA (for data protection matters), (3) these Terms.

17.4 Assignment. Customer may not assign the Agreement without our written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets with notice to us. We may assign to an Affiliate or successor in interest.

17.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. The affected party will notify the other without undue delay. If such an event prevents performance of a material part of the Service for more than 60 consecutive days, either party may terminate the affected subscription by written notice, and Worklayer will refund prepaid fees covering the period after termination.

17.6 Severability; waiver. If a provision is unenforceable, the remainder stays in effect. Failure to enforce is not a waiver.

17.7 Publicity. Worklayer may identify Customer by name and logo as a customer in customer lists and marketing materials; Customer may opt out at any time by emailing legal@worklayer.ai.

17.8 Independent parties. The parties are independent contractors; these Terms create no partnership, agency, or employment relationship.

17.9 Export control and sanctions. Each party will comply with applicable export-control and economic-sanctions laws, including those of the United States (including the Export Administration Regulations and OFAC sanctions programs), the European Union, and the United Nations. Customer represents that neither it nor any Authorized User is a sanctioned or denied party, and that it will not permit access to the Service from embargoed jurisdictions or otherwise in violation of such laws.

17.10 No third-party beneficiaries. The Agreement is for the benefit of the parties only; there are no third-party beneficiaries. Customer’s employees acquire no rights under it, and Affiliates may use the Service under Section 3.1 but acquire no direct claims against Worklayer.

17.11 Language. These Terms are drafted in English. Translations, if provided, are for convenience only, and the English version controls.

18. Contact

Worklayer, Inc.
2810 N Church St, STE 89103
Wilmington, DE 19802, USA
Email: legal@worklayer.ai