Terms of Service

BERLi Technologies OÜ

⚠️ Limited Availability

BERLi is currently in development. Access is limited to authorized personnel for testing purposes. Full commercial availability will be announced separately.

Version: 1.0
Estimated Effective Date: July 1, 2025
Last Updated: February 27, 2025

This Terms of Service Agreement (“Agreement”) governs your access to and use of the BERLi HR management platform (“Services”) provided by BERLi Technologies OÜ (“BERLi”, “we”, “us”, “our”). By accessing or using the Services, you (“Customer”, “you”, “your”) agree to be bound by this Agreement.

1. Definitions

“BERLi”, “we”, “us”, “our” refers to BERLi Technologies OÜ, an Estonian company.
“Customer”, “you”, “your” refers to the organization using our Services.
“Employee” refers to individuals whose data is processed through our platform.
“Services” refers to the BERLi HR management platform and all associated features.
“User” refers to any individual who accesses the Services on behalf of Customer.
“User Submissions” means all data, content, and materials uploaded, submitted, or transmitted through the Services.
“Personal Data” has the meaning given in the General Data Protection Regulation (GDPR).
“Documentation” means any user guides, technical specifications, and instructions provided by BERLi.
“Order” means any ordering document, online order, or agreement that references this Agreement.
“Subscription Period” means the period specified in the applicable Order.

2. Eligibility

2.1 Age Requirements

You must be at least 16 years old to use BERLi. Users under 16 require parental or guardian consent. We do not knowingly collect personal data from children under 16.

2.2 Authority

By accepting this Agreement, you represent and warrant that:

You have the authority to bind your organization to this Agreement
Your use of BERLi complies with all applicable laws and regulations
You will not use BERLi for any unlawful purpose
All information provided to BERLi is accurate and complete

3. Service Description

3.1 Platform Features

BERLi provides a SaaS HR management platform including:

Employee data management and records
Timesheet and attendance tracking
Calendar and leave management
Kanban task management
Document storage and management
Expense reporting and reimbursement
Notifications and communications
AI-powered features (OCR, document processing)

3.2 Service Availability

We aim for 99.5% uptime excluding:

Scheduled maintenance (notified at least 48 hours in advance)
Force majeure events
Issues caused by Customer or third-party services
Emergency security patches

3.3 Changes to Services

We may modify, suspend, or discontinue features with 30 days notice for material changes. We will not materially decrease core functionality during your Subscription Period.

3.4 Support

BERLi provides email support during business hours (9:00-17:00 CET, Monday-Friday). Response times:

Critical issues: 4 hours
High priority: 24 hours
Normal: 48 hours

4. Accounts and Access

4.1 Account Creation

Accounts are created via magic link authentication
You must provide accurate information
You are responsible for maintaining account security
You must promptly notify us of any unauthorized access

4.2 User Roles

Role	Description	Permissions
Agent	BERLi platform administrators	Full system access
Customer	Organization administrators	Organization management
Staff	Customer’s internal employees	Limited organization access
Employee	Workers managed via platform	Personal data access
Client	Companies hiring Customers	Read-only project access

4.3 Access Credentials

You are responsible for:

All activity under your account
Maintaining confidentiality of access credentials
All actions taken by Users you authorize
Ensuring Users comply with this Agreement

4.4 Suspension

We may suspend access to the Services:

For security reasons
For suspected violation of this Agreement
As required by law
To prevent harm to BERLi or other customers

We will provide notice where legally permitted.

5. Data Processing

Data Type	BERLi Role	Customer Role
Customer account data	Controller	N/A
Employee personal data	Processor	Controller

5.2 Data Processing Agreement

For Employee data where BERLi acts as Processor, the Data Processing Agreement is incorporated by reference.

5.3 Data Location

All data is stored within the European Union (Germany, Italy). No data is transferred to countries without adequate protection under GDPR.

5.4 Subprocessors

We use the following subprocessors:

Provider	Location	Purpose	Transfer
OVHCloud	Germany	Infrastructure hosting	No
Self-hosted (MinIO)	Italy	Object storage	No
Self-hosted (Ollama)	Italy	AI processing	No
Google Firebase	USA	Push notifications	Yes (SCCs)
Google Workspace	USA	Transactional email	Yes (SCCs)

5.5 Data Retention

Data Category	Retention Period	Reason
Account data	Duration + 30 days	User access
Employment records	5 years post-termination	Legal requirement
Payroll data	5 years	Tax/audit
Logs	3 years	Security
Backups	90 days	Recovery

5.6 Data Subject Rights

Users can exercise GDPR rights:

Access: Request data export via app settings
Rectification: Update profile or contact support
Erasure: “Delete account” feature (subject to legal retention)
Portability: Export in JSON/CSV format
Object: Opt-out of marketing, analytics

Contact: privacy@berli.io

6. Security

6.1 Technical Measures

Encryption at rest: AES-256
Encryption in transit: TLS 1.3
Access control: Role-based, principle of least privilege
Audit logging: Full audit trail maintained
Network security: Firewall, VPN for admin access
Authentication: Magic link with secure session management

6.2 Organizational Measures

Security training for personnel
Background checks for employees
Access audit logging
Incident response procedures
Regular security assessments

6.3 Incident Notification

In case of a personal data breach:

Supervisory authority: Within 72 hours
Affected Customers: Without undue delay if risk to individuals
Details provided: Nature, categories affected, measures taken

7. Payments

7.1 Fees

Customer will pay for access to and use of the Services as set forth in the applicable Order. All Fees will be paid in EUR unless otherwise specified.

7.2 Payment Methods

Bank transfer (IBAN): Primary method
Credit card: Available upon request (via Stripe)

7.3 Billing Cycle

Monthly or annual billing
Invoices issued in advance
Payment due within 14 days of invoice date

7.4 Taxes

Fees do not include VAT, GST, or other taxes. Customer is responsible for all applicable taxes. If BERLi is required to collect taxes, we will invoice Customer accordingly.

7.5 Refunds

No refunds for partial billing periods
Annual plans: prorated refund for unused months upon termination by BERLi
No refunds for terminated accounts due to violation of this Agreement

7.6 Price Changes

30 days notice for price increases via email. Continued use after effective date constitutes acceptance.

8. Intellectual Property

8.1 BERLi Property

The BERLi platform, including software, design, branding, Documentation, and all related intellectual property, is owned by BERLi Technologies OÜ. No license is granted except as expressly stated herein.

8.2 Customer Data

Customer retains all rights to User Submissions and data uploaded to the platform. Customer grants BERLi a limited license to process such data solely to provide the Services.

8.3 License

BERLi grants Customer a non-exclusive, non-transferable, revocable license to use the Services during the Subscription Period in accordance with this Agreement.

8.4 Feedback

If Customer provides suggestions or feedback regarding the Services, BERLi may use such feedback without obligation or restriction.

9. Confidentiality

9.1 Definition

“Confidential Information” means all non-public business, technical, or financial information disclosed by either party that should reasonably be understood as confidential.

9.2 Obligations

Each party will:

Protect Confidential Information with reasonable care
Limit access to authorized personnel
Not disclose to third parties without consent
Use solely for purposes of this Agreement

9.3 Exceptions

Confidential Information does not include information that:

Is or becomes publicly available without breach
Was known prior to disclosure
Is received from a third party without breach
Is independently developed

9.4 Duration

Confidentiality obligations survive for 3 years after termination.

10. Limitation of Liability

10.1 Liability Cap

BERLi’s total aggregate liability is limited to the greater of:

Amount paid by Customer in the 12 months preceding the claim
€10,000

10.2 Exclusions

The liability cap does not apply to:

Gross negligence or willful misconduct
Personal injury
Data protection violations (where non-waivable)
Fraud
Death

10.3 Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF CAUSE.

10.4 Force Majeure

Neither party is liable for delays due to circumstances beyond reasonable control, including natural disasters, war, terrorism, strikes, or government actions.

11. Indemnification

11.1 Customer Indemnification

Customer will indemnify BERLi against claims arising from:

Customer’s use of Services in violation of this Agreement
Customer’s User Submissions
Infringement of third-party rights by Customer
Violation of applicable laws by Customer

11.2 BERLi Indemnification

BERLi will indemnify Customer against claims that the Services infringe any third-party intellectual property rights.

12. Term and Termination

12.1 Term

This Agreement is effective from the Subscription Start Date and continues for the Subscription Period and any renewals.

12.2 Renewal

Subscriptions automatically renew for equal periods unless either party provides 30 days notice of non-renewal.

12.3 Termination for Cause

Either party may terminate:

Upon 30 days notice if the other party materially breaches and fails to cure within 30 days
Immediately for material breach involving intellectual property or confidentiality

12.4 Termination for Convenience

Customer may terminate without cause:

Monthly plans: 30 days notice
Annual plans: Written notice; no refund for remaining period

12.5 Effect of Termination

Upon termination:

All licenses terminate immediately
Customer must cease use of Services
Data export available for 30 days
Data deletion within 90 days (except legal retention)
BERLi may delete Free Version accounts inactive for 1 year

12.6 Survival

Sections on intellectual property, confidentiality, limitation of liability, indemnification, and general terms survive termination.

13. Dispute Resolution

13.1 Governing Law

This Agreement is governed by Estonian law.

13.2 Jurisdiction

Disputes are resolved by the Harju County Court, Estonia.

13.3 Arbitration

Alternatively, disputes may be resolved by binding arbitration under the Estonian Arbitration Association rules in Tallinn, Estonia.

13.4 Class Action Waiver

DISPUTES MUST BE RESOLVED INDIVIDUALLY. NEITHER PARTY MAY BRING OR PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR CONSOLIDATED PROCEEDINGS.

14. Changes to Terms

14.1 Notice Period

30 days notice for material changes via:

Email to registered address
In-app notification

14.2 Acceptance

Continued use after effective date constitutes acceptance of modified Terms.

14.3 Rejection

If you reject changes, you may terminate without penalty before the effective date.

15. Third-Party Integrations

15.1 Integrations

The Services may integrate with third-party applications (e.g., Google Calendar, GitHub). Your use of integrations is subject to the third party’s terms.

15.2 Disclaimer

BERLi is not responsible for:

Third-party integrations
Data transferred to or from integrations
Availability or functionality of integrations

16. API Access

16.1 API Availability

BERLi may provide API access to the Services. API use is subject to:

Rate limits as specified in Documentation
Security requirements
This Agreement

16.2 API Changes

We may modify or discontinue API access with 90 days notice.

17. General Terms

17.1 Entire Agreement

This Agreement, Privacy Policy, DPA, and all Orders constitute the entire agreement between the parties.

17.2 Severability

Invalid provisions do not affect remaining provisions.

17.3 Assignment

Customer may not assign this Agreement without written consent. BERLi may assign in connection with merger, acquisition, or asset sale.

17.4 Waiver

Failure to enforce any provision does not constitute a waiver.

17.5 Relationship

The parties are independent contractors. No partnership, joint venture, or agency relationship is created.

17.6 No Third-Party Beneficiaries

This Agreement does not create third-party beneficiaries except as expressly stated.

17.7 Notices

To BERLi: legal@berli.io
To Customer: Email address on account

17.8 Export Compliance

Customer will comply with all applicable export control laws.

18. Contact