Business Terms of Service

These Business Terms of Service (the "Terms") are a binding agreement between Cyberinfra Limited, a company registered in the Isle of Man at 50 Athol Street, Douglas, Isle of Man IM1 1JB ("ScreenJournal", "we", "us"), and the organisation that registers for or uses the Services (the "Customer", "you"). They govern access to and use of the ScreenJournal desktop application, web application, assistant, reports, integrations and APIs (the "Services").

These Terms are a business-to-business contract with the organisation that deploys the Services. The people the Customer monitors are not parties to them (section 9). They receive the Workplace Monitoring Notice instead.

1. Definitions

• "Account Administrator" means a person the Customer has given the owner or administrator role in its organisation.
• "Addendum" means the Call-Recording Addendum.
• "AUP" means the Acceptable Use Policy.
• "Connected Tool" means an AI assistant or other third-party application that a person in the Customer's organisation connects to the Services through the integration feature, as described in the Integration Terms.
• "Customer Data" means all data submitted to, or collected by, the Services on the Customer's behalf, including Monitoring Data, entries written by Members and the Customer's configuration.
• "DPA" means the Data Processing Agreement.
• "Member" means a person who has an account in the Customer's organisation, whatever their role.
• "Monitored User" means a Member, employee, contractor or other individual whose device activity the Customer records through the Services.
• "Monitoring Data" means data collected from Monitored Users' devices through the Services and data derived from it, including activity timelines, scores, flags, stored screen video and, where the Customer enables audio, recordings and transcripts.
• "Output" means anything the Services generate from Customer Data, including descriptions, scores, productivity percentages, rankings, flags, alert evaluations, report narratives, timesheets, pay figures, transcripts and assistant answers.
• "Seat" means one active Member counted against the Customer's subscription.
• "Third Party Participant" means a person who is not a Member and whose voice, words or image is captured by the Services, for example a customer on a recorded call or an attendee of a recorded webinar.

2. The agreement, acceptance and authority

2.1 Documents. These Terms incorporate the DPA, the AUP, the Integration Terms and, whenever the Customer enables audio, the Addendum. In a conflict concerning personal data the DPA prevails over these Terms. Otherwise these Terms prevail over the AUP, the Integration Terms and the Addendum, except where one of those documents expressly says it applies instead. Our Privacy Policy, Security page, Subprocessors page and Retention & Deletion Protocol describe how the Services work and are referred to in these Terms.

2.2 Acceptance. The person who creates the Customer's organisation accepts these Terms, the DPA, the AUP and the Privacy Policy by ticking a required box on the Create organisation step of the web app. For each document we record the document, its version and a content hash, the accepting user, the organisation, their role, the time, the IP address and the browser. An organisation created before this version was published accepts it when an Account Administrator ticks the same box in the web app, which asks for acceptance before they continue.

2.3 Authority. The person who accepts represents that they are authorised to bind the Customer. The Customer's owners and administrators can bind the Customer to a new version of these Terms and to the Addendum. The Addendum is accepted by an owner or administrator when audio is first enabled for the organisation; a team manager can enable audio for a team only after that acceptance. The Customer is responsible for who it makes an Account Administrator.

2.4 Acceptance by Members is not acceptance of these Terms. A Member who is not an Account Administrator does not accept these Terms on the Customer's behalf. Older versions of the desktop app ask each Member to tick "I agree to the Terms of Service and Privacy Policy" at sign-in. That tick confirms only that the Member has read the notices shown; it does not make the Member a party to these Terms.

3. Sole-user organisations

ScreenJournal does not currently offer personal accounts. A person who registers an organisation in order to record only their own activity on their own device uses a sole-user organisation under these Terms, and is the Customer. They must not use it to monitor anyone else without complying with section 8. If they register as a consumer rather than for a business purpose, the mandatory consumer protections of their country of residence apply as described in sections 23 and 24.

4. Free trial

4.1 Length. A new organisation can start one free trial. A trial currently lasts sixty (60) days from its start. Where we issue a trial code, the code may give a different trial period, of no more than one year. Each organisation can trial once.

4.2 Payment. No payment is taken during a trial. If a payment method is entered when the trial starts, the first charge is taken when the trial ends unless the Customer cancels before then. Otherwise the trial is free and card-free, and the Customer subscribes through the Billing page when it chooses.

4.3 Seats during a trial. A card-free trial covers up to five (5) active Members. Members beyond the fifth, counted in the order their accounts were created, cannot use the desktop app while the trial lasts; owners, administrators and Members with the Billing role are never restricted. A trial started with a payment method uses the Seat count chosen at checkout.

4.4 When a trial ends. When a trial ends without a subscription, desktop app access is restricted for every Member other than owners, administrators and Members with the Billing role; the restricted Members see an "Access Restricted" notice in the app until a subscription starts. The organisation's data is not deleted automatically when a trial ends, and section 22.5 does not apply to it. We may delete the data of an organisation whose trial ended without a subscription at any time after thirty (30) days from the end of the trial.

4.5 Trials are provided as-is. The warranty in section 18.2 does not apply to a trial, section 20 does apply, and no fees are attributable to a trial.

5. Subscription, Seats and fees

5.1 Plans. The Services are sold as a per-Seat subscription, billed monthly in advance. Fees are as shown at checkout.

5.2 Paddle. Payments are processed by Paddle as our reseller and merchant of record. Paddle's checkout terms govern the payment transaction itself. Our Refund & Cancellation Policy governs refunds and cancellations and forms part of these Terms.

5.3 Seat count is the licence cap. The number of Seats in the subscription is the maximum number of active Members the Customer may have. Added Seats are charged pro-rata from the date they are added. Deactivating a Member frees their Seat.

5.4 Exceeding the Seat count. If the Customer has more active Members than Seats, we do not invoice the excess. Instead, after a grace period that currently lasts seven (7) days from when we first detect the excess, Members beyond the Seat count, counted in the order their accounts were created, cannot use the desktop app until the Customer adds Seats or deactivates Members. Owners, administrators and Members with the Billing role are never restricted. The web app is not restricted by Seat count.

5.5 Renewal and taxes. Subscriptions renew automatically each month unless cancelled before the renewal date. Fees exclude taxes, which Paddle calculates and collects at checkout. Except as stated in the Refund & Cancellation Policy or required by law, fees are non-refundable.

5.6 Price changes. We may change fees from the start of a billing period. We will email the Customer's owner at least thirty (30) days before a change takes effect. The Customer may cancel before then.

5.7 Non-payment. If a payment fails and is not recovered through Paddle's retry process, the subscription may be paused or cancelled, and desktop app access is then restricted as described in section 4.4.

6. The Services

6.1 Screen activity. While a Monitored User is signed in and tracking is on, the desktop app records each connected display as short video segments, with the cursor position and clicks marked on them, and derives an activity timeline: application names, window titles, browser addresses and sites, descriptions, activity scores, and presence and idle signals. Applications and sites on the Customer's exclusion list, including the sensitive-category packs that are on by default, are excluded before capture. The app does not record the content of keystrokes or the clipboard and does not switch on the webcam.

6.2 Screen video. In the default capture mode, segments are uploaded for analysis and deleted after analysis; any temporary copy is removed by a storage lifecycle rule we configure on the bucket. The desktop app also keeps recordings on the Monitored User's device for the period the Customer sets, up to three months. Where the Customer enables Record + Save, screen video is stored and the Customer's managers can play it back; Record + Save video is kept for up to three months by policy; this is not enforced automatically. Where alerts keep evidence clips, the clip behind an alert is stored. Alert evidence clips are not removed by a member's redaction request.

6.3 Audio. Audio is off by default. Where the Customer turns it on, the desktop app records whenever an application the Customer lists uses the microphone, including every participant on the call or meeting; in listen mode it records whole meetings and webinars, including every presenter and attendee, even when the Monitored User does not speak. Transcripts attribute each passage to the member or to the other party. The transcription model also separates the voices it hears and may label a passage with a name spoken in the conversation; that label is stored with the transcript, and the Audio page shows only the member's name or "Other party". We do not match voices against voiceprints or identify anyone biometrically. The Services do not play any announcement to the people on a call. The Addendum governs audio.

6.4 Other features. The Services also include self-declared entries (manual time entries, away reasons, declared off-screen work and alert explanations), alerts written by the Customer and evaluated by a model, a Review page for flags that activity may be simulated, corrections, weekly rankings, timesheets and pay computation, reports and weekly report emails, an assistant that answers questions about organisation data, and, where the Customer enables it, redaction of time ranges by Members or managers.

6.5 Processing locations and vendors. Where data is hosted and which vendors process it are set out on the Subprocessors page and in the DPA. The core service runs on one server in Germany.

6.6 Changes to the Services. We may change the Services. We will not materially reduce the core functionality of a paid subscription during a billing period in which the Customer has paid for it, except where needed for security or to comply with law.

7. Beta and preview features

7.1 Features we mark as beta or preview are provided as-is, may change or be withdrawn at any time, and may have reduced performance, availability or support. They currently include the integration feature for Connected Tools (served from the mcp-beta host) and task mining, where we make it available. No part of the fees is attributable to a beta or preview feature, and our warranty in section 18.2 does not apply to it.

7.2 To the extent the law allows, our total liability arising from a beta or preview feature is limited to one hundred US dollars (USD 100).

8. Customer responsibilities: monitoring law

8.1 Roles. As between the parties, the Customer is the controller of Monitoring Data (the "data fiduciary" under India's Digital Personal Data Protection Act, 2023 and the "personal information controller" under the Philippine Data Privacy Act of 2012), and we are its processor under the DPA.

8.2 Lawful basis and assessment. The Customer is solely responsible for the lawfulness of its monitoring in every jurisdiction where it monitors, including employment law, works-council and consultation duties, proportionality, impact assessments and sector rules. It decides which features to enable and must be able to justify each one.

8.3 Notice to Monitored Users. Before monitoring anyone, the Customer must give them a notice that meets the law that applies to them. A summary of the Workplace Monitoring Notice is shown at every desktop sign-in, and the Member's acknowledgment is recorded with its version and the time, but it is a general notice: it does not replace the notice the Customer owes, and monitoring does not wait for it. Where the law requires consent, the Customer must obtain it.

8.4 Recording calls and webinars. Where the Customer enables audio, it must comply with the Addendum, which an owner or administrator accepts when audio is first enabled for the organisation; a team manager can enable audio for a team only after that acceptance. In particular it must give every notice and obtain every consent the law requires from Third Party Participants before they are recorded. The Services play no announcement; this is the Customer's obligation of conduct, not a feature of the product.

8.5 Payment-card data. The Customer must not use the Services to capture payment-card data. Where Monitored Users handle card payments, the Customer must keep payment applications on its exclusion list and use DTMF masking or equivalent controls on recorded calls.

8.6 Devices and people. The Customer must deploy the desktop app only on devices it owns or is authorised to manage, and only to monitor people in a work relationship with it. It must not monitor anyone below the minimum working age where they work.

8.7 Account security. The Customer must keep Account Administrator credentials confidential, deactivate departed personnel promptly, and is responsible for everything done under its organisation's accounts.

8.8 Requests from individuals. The Customer is responsible for answering access, correction, erasure and other requests from Monitored Users and Third Party Participants about Monitoring Data. We pass on any such request we receive and help as set out in the DPA.

9. Monitored Users and other individuals are not parties

9.1 These Terms are between the Customer and us. Monitored Users, Third Party Participants and other individuals are not parties to them and acquire no rights or obligations under them, whatever they ticked in the app.

9.2 Any claim by a Monitored User or Third Party Participant about the Customer's monitoring, notice, consent or recording practices is a matter between that person and the Customer. If such a claim is brought against us, the Customer's indemnity in section 19.1 applies.

9.3 Nothing in this section limits rights an individual has under data-protection law, which they may exercise as described in our Privacy Policy and the Your Rights as a Monitored Employee page.

10. Customer Data, usage data and Connected Tools

10.1 Ownership. The Customer owns Customer Data. It grants us a licence to host, copy, transmit and process Customer Data only to provide and support the Services, to perform these Terms and the DPA, and to comply with law.

10.2 No sale, no training. We do not sell personal data. We do not use Customer Data to train AI models, and our model providers' handling is described on the Subprocessors page.

10.3 Aggregated data. We may use aggregated, de-identified data that identifies no person and no customer to operate, secure and improve the Services. We will not attempt to re-identify it.

10.4 Usage data. We collect configuration, error and performance data about how the Services are used, including desktop crash reports, and use it only to operate, secure, support and improve the Services.

10.5 Connected Tools. Any Member can connect a Connected Tool, which then receives, read-only, the data that Member's role can see. That is a disclosure the Customer directs, not processing by our subprocessor. The Integration Terms govern it, and the Connected Tool's own terms govern what its provider does with the data.

10.6 Downloads. Exports, downloaded audio and data a Connected Tool has received are outside our systems, and our deletion obligations do not reach them.

11. Platform staff access

Our platform staff may sign in to an account in the Customer's organisation to investigate a support issue, acting as the Customer's processor. When they do, the session is marked as an impersonation in that Member's session list. We do not yet keep a central log of what staff view. Staff access is limited to support, security and legal purposes.

12. Data protection

The DPA governs our processing of personal data on the Customer's behalf, including subprocessors, international transfers, security, breach notification, assistance with requests and deletion. Our Privacy Policy describes the data we handle as a controller, such as account, billing, support and website data.

13. Output, timesheets and pay

13.1 Output is probabilistic. Output is generated by automated processing, including AI models. It can be incomplete or wrong, and it describes what was on screen or said, not the quality or value of anyone's work. We do not warrant that any Output is accurate, complete or fit for a particular decision.

13.2 Indicators, not conclusions. Productivity percentages, weekly rankings, flags that activity may be simulated and alert matches are indicators for a person to review. A flag that activity may be simulated is never proof of misconduct.

13.3 Timesheets and pay. Timesheet hours and pay figures are computed from AI-scored activity and the Customer's own pay settings and exclusions; for example, "Exclude flagged" removes every segment scored below productive from pay. They are not a payroll record. The Customer must check them before using them for payroll, invoicing or any decision about a person.

13.4 Human decisions. The Services make no employment decision. The Customer must not take a decision with legal or similarly significant effects on a Monitored User based solely on Output, and must give the person a way to contest it. Our Automated Processing Statement explains how Output is produced and where it goes wrong.

14. Availability, support and backups

14.1 No service levels. We make no uptime commitment and offer no service-level agreement or service credits. The core service runs on one server; a failure of that server would interrupt the Services.

14.2 No backups. We do not currently keep database backups. Data held only in the database could be lost if that server failed. The Customer should export what it needs to keep (section 22.4). Our Security page states what is and is not in place.

14.3 Support. Support is by email to support@screenjournal.ai. We respond as soon as we reasonably can but do not commit to a response time.

15. Licence and restrictions

15.1 We grant the Customer a non-exclusive, non-transferable, non-sublicensable licence, for the subscription term, to install the desktop app on devices covered by section 8.6 and to use the Services for its internal workforce-management purposes, subject to these Terms and the AUP.

15.2 The Customer must not, and must not let anyone else: reverse-engineer, decompile or copy the Services except as the law permits; resell or provide the Services to third parties without our written agreement; probe or bypass security controls except under our Vulnerability Disclosure Policy; access another customer's data; or use the Services to build a competing product.

16. Intellectual property and feedback

We and our licensors own the Services and all related intellectual property. No rights are granted except as stated in these Terms. We may use feedback without restriction or obligation. Neither party will use the other's name or logo publicly without consent, except that we may list the Customer's name in a customer list until the Customer asks us to stop.

17. Confidentiality

17.1 Confidential information means non-public information one party discloses to the other that is marked or reasonably understood to be confidential. It excludes information that is or becomes public without breach, was already known to the recipient, is independently developed, or is rightfully received from a third party.

17.2 Each party will protect the other's confidential information with at least reasonable care, use it only to perform these Terms, and disclose it only to personnel and advisers who need it and are bound by confidentiality. A party may disclose it where the law or legal process requires, giving prompt notice where lawful.

17.3 Personal data in Customer Data is handled under the DPA rather than this section.

18. Warranties and disclaimers

18.1 Each party warrants that it has authority to enter into these Terms.

18.2 We warrant that the paid Services will operate materially as described in these Terms. If they do not, the Customer must tell us, and its remedy is that we use reasonable efforts to correct the non-conformity or, if we cannot, the Customer may terminate the affected subscription and receive a refund of fees prepaid for the period after termination, notwithstanding the Refund & Cancellation Policy.

18.3 Except as stated in section 18.2, the Services are provided "as is" and "as available", and to the maximum extent the law allows we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, or that data will not be lost.

18.4 The Services, including the notices, templates and compliance features in them, are not legal advice. The Customer must take its own advice on the lawfulness of its monitoring.

19. Indemnities

19.1 By the Customer. The Customer will defend and indemnify us, our affiliates and our personnel against all claims, fines, penalties, losses and reasonable legal costs arising from: (a) monitoring or recording by or for the Customer that is unlawful; (b) the Customer's failure to give a notice to, or obtain a consent from, any Monitored User or Third Party Participant that the law requires, including any recording-announcement duty; (c) a claim by a Monitored User or Third Party Participant described in section 9.2; (d) the Customer's breach of section 8, the AUP or the Addendum; or (e) Customer Data the Customer directed us to process, or a Connected Tool the Customer's Members connected. This indemnity allocates financial risk only. Criminal liability rests with whoever commits the offence and cannot be transferred.

19.2 By us. We will defend and indemnify the Customer against third-party claims that the Services, as we provide them and used as these Terms permit, infringe that third party's intellectual-property rights. We may procure the right to continue use, modify or replace the Services, or end the affected subscription and refund prepaid unused fees. This does not apply to claims arising from Customer Data, the Customer's configuration, a Connected Tool, use in breach of these Terms, or combination with products we did not provide.

19.3 Procedure. The party seeking indemnity must promptly notify the other in writing (delay excuses the indemnifier only to the extent it is prejudiced), let the indemnifier control the defence and settlement, and cooperate reasonably at the indemnifier's cost. A settlement that imposes obligations other than payment on the indemnified party needs its consent, not to be unreasonably withheld.

20. Limitation of liability

20.1 Neither party is liable for indirect, consequential, special or punitive damages, or for loss of profits, revenue, goodwill or data, however caused.

20.2 Each party's total aggregate liability arising out of or in connection with these Terms is limited to the fees paid or payable by the Customer in the twelve (12) months before the event giving rise to the liability.

20.3 Sections 20.1 and 20.2 do not limit: the Customer's payment obligations; either party's indemnity obligations under section 19; the Customer's breach of section 8, the AUP or the Addendum; liability for fraud, gross negligence or wilful misconduct; or any liability that cannot be limited by law.

21. Suspension

We may suspend all or part of the Services, for the whole organisation or for particular Members or features, where we reasonably believe that: (a) use breaches section 8, the AUP or the Addendum, or creates a risk of unlawful monitoring or recording; (b) fees are unpaid after Paddle's recovery process; (c) suspension is needed to deal with a security threat, an attack or an emergency affecting the Services or other customers; or (d) the law or a competent authority requires it. Where practicable we give notice first and ask the Customer to remedy the problem. We lift a suspension once its cause is resolved.

22. Term, termination, export and deletion

22.1 Term. These Terms start when accepted and continue for as long as the Customer's organisation exists in the Services. An unconverted trial is governed by section 4.4.

22.2 Cancelling the subscription. The Customer can cancel its subscription at any time from the Billing page. Cancellation takes effect at the end of the current billing period.

22.3 Termination for cause. Either party may terminate for material breach not remedied within thirty (30) days of notice, or immediately if the other party becomes insolvent. We may terminate immediately where the Customer's use presents a risk of unlawful surveillance or recording that it does not promptly remedy on notice. If the Customer terminates for our uncured material breach, we refund fees prepaid for the period after termination, notwithstanding the Refund & Cancellation Policy.

22.4 Export. During the subscription term, Account Administrators can export reports as Excel workbooks (productivity, attendance, app usage and a single Member's workbook) and timesheets as CSV, and can download stored audio recordings one at a time. The Services do not provide an export of screen video or a bulk export of audio. The Customer should export what it needs before the subscription ends. If the Customer asks within thirty (30) days after the subscription ends, we will give reasonable help to retrieve report exports where the data has not yet been deleted.

22.5 Deletion. After a subscription ends by cancellation or termination, or the Customer's organisation is deleted, we delete Customer Data within sixty (60) days, by the procedure in our Retention & Deletion Protocol, except data the law requires us to keep, billing records held by Paddle, our support correspondence, and records of each acceptance of these Terms and related documents, which we keep as evidence of formation for as long as claims could be brought. The DPA sets out the detail.

22.6 Effect. When the subscription ends or the organisation is deleted, the licence ends and all unpaid fees become due.

23. Mandatory local law

Nothing in these Terms excludes, limits or overrides rights or obligations under mandatory law, including the Philippine Data Privacy Act of 2012 (Republic Act No. 10173), the Philippine Anti-Wiretapping Act (Republic Act No. 4200) and India's Digital Personal Data Protection Act, 2023. If the Customer is a consumer under the law of its country of residence, nothing in these Terms removes the consumer protections that law does not allow to be excluded.

24. Governing law and disputes

24.1 These Terms are governed by the law of England and Wales.

24.2 Any dispute arising out of or in connection with these Terms, including their existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under its rules in force at the time, seated in Singapore, before one arbitrator, in English. Judgment on the award may be entered in any court of competent jurisdiction.

24.3 Either party may seek urgent interim relief from any competent court to protect confidential information or intellectual property.

24.4 Section 24.2 does not apply to a consumer whose local law gives them the right to bring proceedings in their own courts.

25. Changes to these Terms

We may change these Terms. We list every change on the Legal page with its effective date and, where practicable, post material changes before they take effect. When a new version needs acceptance, the web app asks the Customer's owners and administrators to accept it before they continue. If the Customer does not agree to a new version, it may cancel under section 22.2 or by writing to support@screenjournal.ai, and the previous version applies to it until the cancellation takes effect.

26. Notices

Notices to us must be sent to support@screenjournal.ai with the subject line "Legal notice", and, for notices of breach, termination or a claim, also by post to Cyberinfra Limited, 50 Athol Street, Douglas, Isle of Man IM1 1JB. Notices to the Customer are sent to the email address of its owner. A notice by email is effective when sent, unless the sender receives a delivery failure.

27. General

27.1 Survival. Sections 5 (for accrued fees), 7.2, 9, 10, 13, 16, 17, 19, 20, 22.4 to 22.6, 23, 24 and this section 27 survive termination.

27.2 No third-party beneficiaries. These Terms create no rights for anyone other than the parties and their permitted assigns, including Monitored Users and Third Party Participants.

27.3 Export control and sanctions. Each party will comply with export-control and sanctions laws that apply to it. The Customer represents that it is not in a comprehensively sanctioned territory and is not a sanctioned person, and will not make the Services available to any such person.

27.4 Anti-corruption. Each party will comply with applicable anti-bribery laws, including the UK Bribery Act 2010, and will not offer or accept any improper payment in connection with these Terms.

27.5 Assignment. Neither party may assign these Terms without the other's consent, except that either may assign them to an affiliate or a successor in a merger or sale of its business, on notice.

27.6 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, other than payment obligations.

27.7 Other. If a provision is held invalid, it is replaced by the valid provision closest in effect and the rest remains in force. A waiver must be in writing. The parties are independent contractors. These Terms and the documents they incorporate are the entire agreement between the parties about the Services and supersede prior agreements and any terms in a Customer purchase order.

28. Contact

support@screenjournal.ai · Cyberinfra Limited, 50 Athol Street, Douglas, Isle of Man IM1 1JB