1. Who we are
2. Definitions
Account: A unique profile enabling access to the Services.
Customer: The organization responsible for payment and user management.
User: Any individual authorized by the Customer to access the Services.
Services: CalaHQ’s online software platform and related apps, features, and APIs.
Subscription Plan / Term: The package of features and the billing period (monthly/annual).
Customer Data: Data you or your Users submit to or through the Services, including leave settings, employee data, requests, audit logs, attachments, and configuration.
Documentation: Any guides, help text, API docs, or feature descriptions provided by CalaHQ.
Non-Cala Services: Third-party products or integrations used with the Services (e.g., email, SSO, HRIS).
Aggregated/De-identified Data: Data that does not identify a Customer or individual, used for analytics and improving the Services.
3. Services; Access and Use
3.1 License
Subject to timely payment and compliance with these Terms, CalaHQ grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term for internal business purposes. Customer is responsible for Users’ compliance.
3.2 Accounts & Security
Customer controls who is granted access. Keep credentials confidential and ensure each User has a unique login. Notify us immediately of suspected unauthorized access.
3.3 Changes & Availability
We may update, enhance, or modify the Services (e.g., security patches, feature updates). We may schedule maintenance windows and may temporarily suspend access to address urgent issues.
3.4 APIs
If provided, API use is part of the Services and subject to these Terms. We may modify or discontinue API features with or without notice.
3.5 Betas/Previews
We may offer beta or early-access features (“Beta Features”). They are provided “as is,” may be withdrawn, and may be subject to additional terms.
4. Customer Data & Privacy
4.1 Ownership
Customer retains all rights to Customer Data.
4.2 License to Operate the Service
Customer grants CalaHQ a worldwide, limited license to host, process, transmit, display, and back up Customer Data as necessary to provide, maintain, secure, and improve the Services and as otherwise permitted by the Privacy Policy.
4.3 Aggregated/De-identified Data
We may use Aggregated/De-identified Data for analytics, benchmarking, and improving the Services. We will not identify Customer or individuals in such outputs.
4.4 Privacy & Security
We process personal data in accordance with our Privacy Policy (/privacy/). Where required, a data processing agreement (DPA) will be made available for execution.
4.5 Customer Responsibilities
Customer is responsible for obtaining all rights and consents necessary to submit Customer Data to the Services and for configuring settings (e.g., leave policies) in compliance with applicable laws.
5. Third-Party Services & Integrations
5.1 Non-Cala Services
Integrations with Non-Cala Services are optional and subject to those providers’ terms. We are not responsible for Non-Cala Services and may disable an integration that threatens security, functionality, or compliance.
5.2 Data Sharing
Enabling an integration authorizes CalaHQ to exchange Customer Data with the relevant provider as needed for the integration to function.
6. Subscription, Billing & Taxes
6.1 Plans & Fees
Access depends on your Subscription Plan and Term. Plan features, limits, and prices are listed in the Services or order form.
6.2 Auto-Renewal
Subscriptions renew automatically for successive Terms unless canceled before the end of the current Term.
6.3 Proration & Changes
Plan changes (e.g., seats, upgrades, add-ons) take effect immediately; charges are prorated where applicable.
6.4 Payments
Fees are due in advance and paid via our payment processor (e.g., Stripe). You authorize recurring charges for renewals and plan changes.
6.5 Taxes
Fees are exclusive of taxes. You are responsible for applicable taxes, duties, and levies, except taxes on CalaHQ’s income. Where required, we will collect and remit taxes based on your billing details.
6.6 Late/Failed Payments
If a charge fails and is not cured promptly, we may suspend or terminate access.
6.7 Refunds
Except where required by law or expressly stated in an order form, fees are non-refundable. You may cancel anytime; access continues until the end of the current Term.
6.8 Fee Changes
We may change pricing prospectively. New fees apply at the next renewal. If you do not agree, cancel before renewal.
7. Acceptable Use
You will not, and will not allow others to:
- copy, modify, or create derivative works of the Services;
- reverse engineer or attempt to extract source code (except to the extent permitted by law);
- circumvent security or access controls;
- use the Services to violate law or third-party rights;
- submit malicious code;
- interfere with others’ use;
- resell, rent, or lease the Services;
- misrepresent User counts to avoid fees;
- use the Services for high-risk activities where failure could lead to death, personal injury, or severe environmental or property damage.
8. Intellectual Property; Feedback
8.1 Ownership
CalaHQ and its licensors own all rights in the Services and Documentation. No rights are granted except as expressly stated.
8.2 Feedback
If you provide feedback or suggestions, CalaHQ may use them without restriction or obligation.
9. Confidentiality
Each party may receive Confidential Information from the other. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel, advisors, and contractors with a need to know and under obligations of confidentiality. These obligations do not apply to information that is public, already known, independently developed, or rightfully received from a third party. If compelled by law to disclose, the receiving party will provide notice (if legally permitted).
10. Warranties; Disclaimers
To the fullest extent permitted by law, the Services are provided “as is” and “as available.” CalaHQ disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and that the Services will be error-free, uninterrupted, or meet your requirements. You are responsible for how you configure leave policies and interpret outputs in your own HR/legal context.
11. Indemnification
11.1 By Customer
Customer will defend, indemnify, and hold harmless CalaHQ (and its affiliates, officers, directors, and employees) from claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) Customer Data; (b) use of the Services in violation of these Terms or law; (c) use of Non-Cala Services; or (d) disputes between Customer and any User or third party.
11.2 IP Claims by Third Parties (CalaHQ responsibility)
If a third party claims the Services infringe its intellectual property, CalaHQ may (at its option): (i) procure the right for you to continue using the Services; (ii) modify the Services to avoid infringement; or (iii) terminate the affected features and provide a pro-rata refund for pre-paid, unused fees. This section does not apply to claims arising from Customer Data, combinations with non-Cala products, or use in breach of these Terms.
12. Limitation of Liability
No Indirect Damages. CalaHQ will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of revenue, profits, goodwill, or data.
Cap. CalaHQ’s total liability for all claims in the aggregate will not exceed the fees paid by Customer to CalaHQ for the Services in the 12 months preceding the event giving rise to the claim.
These limits do not apply to liability that cannot be excluded by law.
13. Term; Suspension; Termination
13.1 Term
These Terms apply from acceptance and continue through your Subscription Term(s).
13.2 Suspension
We may suspend access for non-payment, security issues, or misuse.
13.3 Termination
Either party may terminate for material breach if not cured within 30 days after written notice. You may also terminate at any time (fees remain due through Term end).
13.4 Effect
Upon termination, your right to access the Services ends. We will make Customer Data export available for 30 days after termination (except where prohibited by law or these Terms). Thereafter, we may delete Customer Data from active systems per our data retention practices.
13.5 Survival
Sections intended to survive (including confidentiality, IP, data, warranty disclaimers, indemnities, limitations of liability, and payment obligations) will survive termination.
14. Compliance; Export; Sanctions
You represent that you and your Users are not located in, organized under the laws of, or ordinarily resident in any jurisdiction embargoed by the EU, UK, or US, and are not on a restricted or denied-party list. You will comply with applicable export, sanctions, and anti-bribery laws.
15. Assignment; Subcontracting
You may not assign these Terms without our prior written consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all assets, provided the assignee assumes all obligations. CalaHQ may assign or subcontract in its discretion; CalaHQ remains responsible for subcontractors’ performance.
16. Notices
We may send notices to the email in your Account or through the Services. You may send legal notices to support@calahq.com (and we may specify an updated legal address in the Services).
17. Governing Law; Venue
These Terms are governed by the laws of Latvia. Courts located in Riga, Latvia shall have exclusive jurisdiction over disputes, and the parties consent to personal jurisdiction and venue there (without regard to conflicts-of-law rules). The U.N. Convention on Contracts for the International Sale of Goods does not apply.
18. Miscellaneous
Entire Agreement. These Terms, the Privacy Policy, and any order forms constitute the entire agreement and supersede prior understandings.
Severability. If any provision is unenforceable, the remainder remains in effect.
No Waiver. Failure to enforce a provision is not a waiver.
Force Majeure. Neither party is liable for delays beyond its reasonable control.
Language. We may provide translations for convenience; the English version controls in case of conflict.