Terms of Service | WagePilot

These Terms of Service (the Terms) are a legally binding agreement between you, the customer (you, your or the Customer), and Trystan Clarke, a sole trader trading as WhealBit (WagePilot, we, us or our), governing your access to and use of the WagePilot service. By creating an account, clicking to accept these Terms, or otherwise using the Service, you agree to be bound by these Terms. If you do not agree, you must not access or use the Service. Please read these Terms carefully: they contain important provisions that limit our liability and provide for disputes to be resolved by the courts of England and Wales. They also incorporate other documents by reference.

Some provisions of these Terms apply differently depending on whether you are a business or a Consumer (as defined in section 1). The harsher business-only provisions do not bind Consumers. See section 26 (If You Are a Consumer). Nothing in these Terms affects your non-excludable statutory rights as a Consumer.

Beta / Early Access

The Service is currently provided on an early access ("beta") basis. WagePilot is new, is under active development and is still evolving. This means that: the Service may contain bugs, errors or inaccuracies; features may be added, changed, suspended or withdrawn, and may not always work as expected; availability may be interrupted and is not guaranteed except as expressly set out in the SLA for eligible paid plans; and, where we reasonably need to, we may reset, migrate or reconfigure aspects of the Service or its data, giving you notice where practicable and always in accordance with the DPA. You should keep your own independent records and exported copies of your Customer Data (see sections 15, 18 and 19), and you must independently verify any wage, working-time, holiday or other output before relying on it (see the GUIDANCE ONLY provision in section 2).

Because of this early access status, and to the maximum extent permitted by law, the Service is provided "AS IS" and "AS AVAILABLE" as set out in section 15, and our liability to you is limited as set out in section 19. This early access status does not reduce, waive or exclude any obligation that cannot lawfully be excluded — in particular our duties under Data Protection Laws and the DPA, and the liabilities listed in section 19.4 (which we do not, and cannot lawfully, exclude). Describing the Service as "beta" sets expectations about its maturity; it is not a waiver of your statutory rights, of any rights of your Workers, or of our data-protection responsibilities.

1. Definitions and Interpretation

In these Terms, the following words have the following meanings:

Account means the account you create to access and use the Service.
Acceptable Use Policy or AUP means our acceptable use policy at /legal/acceptable-use, as updated from time to time.
Agreement means these Terms together with all documents incorporated by reference (including the AUP, the Privacy Policy, the DPA, the SLA, the Sub-Processors list and any order or plan selection).
Authorised User means an individual (such as an organisation owner, administrator, manager or Worker) whom you permit to access the Service under your Account.
Confidential Information has the meaning given in section 22.
Consumer means an individual acting wholly or mainly outside that individual's trade, business, craft or profession, within the meaning of the Consumer Rights Act 2015. Some sole traders and individuals may be Consumers; if you are unsure, see section 26.
Customer Data means all data, content and information that you or your Authorised Users submit to, or that is generated within, the Service, including Staff Personal Data.
Data Protection Laws means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR), and all other applicable data protection and privacy laws.
DPA means our Data Processing Agreement at /legal/dpa, which forms part of this Agreement where we act as a processor of Staff Personal Data on your behalf.
Fees means the subscription charges and any other amounts payable for the Service.
Free Tier means the free plan (the "Free" plan) described in section 8.
Intellectual Property Rights means patents, copyright, database rights, trade marks, design rights, trade secrets, know-how and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
Service means the WagePilot software-as-a-service application, including its websites, applications, features, kiosk and clock-in functionality, reporting, messaging and related documentation, as we make them available to you.
SLA means our Service Level Agreement at /legal/sla.
Staff Personal Data means personal data relating to your Workers that you or your Authorised Users enter into, or generate within, the Service (for example names, contact details, pay rates, rotas, timesheets, holiday and leave records, clock-event location data and kiosk photographs).
Sub-Processor means a third party we engage to process Staff Personal Data on your behalf, as listed at /legal/sub-processors.
Worker means an individual member of your staff whose Staff Personal Data is processed through the Service; Workers are the data subjects referred to in sections 3, 5, 14 and 20.

In these Terms: headings are for convenience only; "including", "includes" and "in particular" are illustrative and do not limit the preceding words; the singular includes the plural and vice versa; a reference to legislation includes any subordinate legislation and any amendment or re-enactment of it; and a reference to "writing" includes email.

2. The Service and Its Scope

The Service is a staff time and attendance and workforce-management tool. Its features include rota scheduling; geofenced GPS clock-in and clock-out; QR clock-in; kiosk mode (with an optional PIN and a photograph captured at the clock event); holiday and leave tracking and accrual; audited timesheets; live labour-cost reporting; checks against the National Minimum Wage and National Living Wage; Working Time Regulations break tracking; CSV and payroll export; and in-app staff messaging.

The Service is NOT a payroll service. It does not calculate income tax, National Insurance, pension contributions, statutory payments or net pay, and it does not move, hold or disburse any money. You remain solely responsible for running payroll and for paying your Workers correctly.

The Service does NOT provide payroll, tax, legal, accounting, human-resources or employment advice. Nothing in the Service or its outputs constitutes professional advice or may be relied upon as such.

GUIDANCE ONLY. The National Minimum Wage / National Living Wage checks, the Working Time Regulations break tracking, holiday entitlement and holiday-pay accrual calculations (including for workers with irregular hours or part-year arrangements, whose entitlement rules changed from April 2024), and all related outputs are provided as automated guidance only, based on the data you enter and on assumptions and rules that may not fit your circumstances. They are not a determination of your legal obligations and do not guarantee compliance with the National Minimum Wage Act 1998, the Working Time Regulations 1998, the Employment Rights Act 1996, holiday-pay rules or any other law. You remain solely responsible for ensuring that your pay, working-time, rest-break, holiday-entitlement, holiday-pay and other employment practices comply with the law. You must independently verify all outputs before relying on them, and should take your own professional advice.

The accuracy of geolocation and GPS data, QR scanning, and kiosk photo capture depends on devices, networks, browser permissions and third-party services outside our control. We do not warrant that such data is accurate, complete or available, and you must not treat it as conclusive.

We may modify, enhance, add to or discontinue features of the Service from time to time. We will not materially reduce the core functionality of a paid plan during a paid billing period without giving you the right to terminate under section 17.

3. Eligibility and Authority to Bind a Business

To use the Service you must be at least 18 years old and able to form a legally binding contract. Where you create an Account or accept these Terms on behalf of an organisation, business or other legal entity, you represent and warrant that you are duly authorised to bind that entity, and references to "you" mean that entity. If you do not have such authority, you must not use the Service on the entity's behalf.

You are responsible for all activity that occurs under your Account and for the acts and omissions of your Authorised Users, as if they were your own.

4. Accounts and Security

You must provide accurate, current and complete information when creating your Account and keep it up to date. You are responsible for: configuring and managing access for your Authorised Users; maintaining the confidentiality of all login credentials, PINs and access tokens; and all use of the Service under your Account, whether or not authorised by you.

You must notify us promptly at info@whealbit.co.uk if you become aware of any unauthorised access to or use of your Account, any loss or theft of credentials, or any other security incident affecting the Service. Where we process Staff Personal Data on your behalf and become aware of a personal data breach affecting it, we will notify you without undue delay in accordance with the DPA (reflecting our obligation under Article 33(2) of the UK GDPR). We may suspend access where we reasonably believe credentials have been compromised, in accordance with section 16.

You must implement reasonable security measures (including strong, unique passwords and appropriate access controls) and comply with any security requirements we reasonably notify to you. Further security information is at /security.

5. Your Responsibilities and Use of Personal Data

As a condition of using the Service, you agree that:

you are the controller of the Staff Personal Data and we are your processor in respect of it (see section 14 and the DPA);
you have, and will maintain, a valid lawful basis under Data Protection Laws for adding each Worker and for every category of Staff Personal Data you process through the Service. In an employment context, consent is generally NOT an appropriate basis for processing Worker data because of the imbalance of power between employer and Worker; the appropriate Article 6 bases are typically performance of a contract (Article 6(1)(b)) and/or legitimate interests (Article 6(1)(f));
where you process special-category data (for example health-related leave reasons), you have a valid condition under Article 9 of the UK GDPR. In practice this is typically a condition under Schedule 1 to the Data Protection Act 2018 (such as employment, social security and social protection) supported by an Appropriate Policy Document, rather than explicit consent;
where you enable kiosk photo capture and use it to identify or verify who is clocking in, the photographs may constitute special-category biometric data under Article 9 of the UK GDPR. You must have a valid Article 9 condition, conduct a Data Protection Impact Assessment (DPIA) under Article 35, and consider less intrusive alternatives (such as PIN-only verification) consistent with ICO guidance before enabling it. Photo capture is off by default;
clock-event location capture and kiosk photo capture are likely to require you, as controller, to complete a DPIA under Article 35 of the UK GDPR before deployment, because they involve the monitoring of Workers. We will provide reasonable assistance with your DPIA as set out in the DPA;
before adding a Worker, you will provide that Worker with all privacy information required by Articles 13 and 14 of the UK GDPR, including information about clock-event location capture and kiosk photographs, and you will be transparent with Workers about such monitoring on an ongoing basis (not only at onboarding), consistent with ICO guidance on monitoring workers;
you will keep Customer Data accurate and up to date and will obtain and maintain all consents, notices and authorisations required for us to process Staff Personal Data on your instructions;
you will use clock-in, clock-out, geolocation and kiosk-photo data only for legitimate time-and-attendance purposes, and will not use them for continuous tracking, covert monitoring or any unlawful or disproportionate surveillance of Workers;
you will comply with all laws applicable to your use of the Service, including Data Protection Laws and employment law; and
you are solely responsible for your own decisions and actions taken using the Service or its outputs, including all payroll, wage, working-time, holiday, disciplinary and employment-law decisions.

You acknowledge that the Service records location only at the moment of a clock-in or clock-out event and does not track location continuously, and you must configure and describe your use of the Service to your Workers accordingly.

6. Acceptable Use

Your use of the Service is subject to the Acceptable Use Policy, which is incorporated into this Agreement. You must comply with the AUP and ensure your Authorised Users do so. Breach of the AUP is a material breach of this Agreement and may result in suspension under section 16 or termination under section 17, and may give rise to your indemnity obligations under section 20.

7. Subscription, Fees and Renewal

7.1 Plans and Fees

The Service is offered on a subscription basis. Current plans are: a free Free tier (one site, up to 5 staff, no payment method required); Core at £29 per site, per month, with unlimited staff and unlimited sites; Pro at £59 per site, per month, with unlimited staff and unlimited sites; and Scale, a custom plan for larger or multi-site operations, from £299 per month and priced by agreement (contact us for a quote). On every paid plan the Fee is one flat price per site, and each additional site is charged at the same per-site Fee; no plan charges a per-employee Fee. The Free tier is the only plan that limits the number of sites or staff you may have. No paid plan caps either, so adding a site or a member of staff never requires you to move to a higher plan; the difference between the paid plans is the features they include. If you do choose to move to a different paid plan, that plan's per-site Fee then applies to all of your sites and not only to any new one, and the resulting amount is shown to you before you confirm the change. The plan you select and the number of sites determine your Fees. The prices stated here must match the prices charged at checkout, and the price shown at checkout governs. WhealBit is not VAT-registered, so no VAT is charged and the prices stated are not subject to VAT; the position for Consumers (total price payable) is addressed in section 26.

7.2 No Free Trial

We do not currently offer a time-limited free trial. Instead, the Free tier (see section 8) lets you use the Service at no cost and with no payment method for as long as you remain within its limits, so you can evaluate it before choosing a paid plan. If we introduce a free trial in future, we will make its terms, the price, the billing date and how to cancel clear to you before it starts, and (for Consumers) we will obtain the start-now consents described in section 26 before any charge is taken.

7.3 Automatic Monthly Renewal

Paid subscriptions are billed monthly in advance and renew automatically for successive monthly periods until cancelled. By subscribing, you authorise us and our payment processor to charge your payment method the applicable Fee on each renewal date. For Consumers, we will send a clear reminder before each renewal charge as described in section 26.

7.4 Cancellation

You may cancel your subscription at any time through your Account or by contacting us. Cancellation takes effect at the end of the current billing period; your paid features continue until then, after which the subscription will not renew. Cancelling does not entitle you to a refund of Fees already paid, except as set out in section 7.7 or as required by law.

7.5 Price Changes

We may change the Fees or introduce new charges. For paid subscribers, we will give you at least 30 days' notice before a price change takes effect. The new price applies from your next renewal after the notice period. If you do not accept the change, you may cancel before it takes effect under section 7.4. For business customers, continued use after the change takes effect constitutes acceptance. For Consumers, a price increase or other change to your material disadvantage will not take effect unless you have been given notice and a genuine right to cancel without penalty before it takes effect, and continued use is not treated as your acceptance of such a change (see section 26).

7.6 Taxes

WhealBit is not VAT-registered, so no VAT is charged on the Fees. Fees are exclusive of any other applicable taxes or duties, which you are responsible for paying in addition, unless we are required to collect them, in which case they will be added to your invoice. If you are required by law to withhold any amount, you must gross up the payment so that we receive the full Fee.

7.7 Non-Refundable; Statutory Carve-Out

Except as set out in this section or as required by law, all Fees are non-refundable, and there are no refunds or credits for partial months, unused features, or periods in which you did not use the Service. Nothing in this section limits: (a) a Consumer's statutory rights to a refund on cancellation under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the CCRs 2013); (b) a Consumer's rights to a price reduction or refund for non-conforming services or digital content under the Consumer Rights Act 2015; or (c) any statutory chargeback rights. The refund position for Consumers is set out further in section 26.

7.8 Non-Payment

If a payment fails or is overdue, we may retry the charge and, after giving you notice and a reasonable opportunity to pay, restrict or suspend your access under section 16. For business customers, we may also charge interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998.

8. Free Tier

The Free Tier (the Free plan) is provided to you free of charge and on an "as is" and "as available" basis, with no service levels and no commitment as to availability or support. To the maximum extent permitted by law, all warranties, conditions and other terms are excluded in respect of the Free Tier, and our liability in respect of the Free Tier is subject to the limitations in section 19 (including the fixed floor specified there). We may change, limit, suspend or withdraw the Free Tier, or any of its features, at any time on reasonable notice. Nothing in this section excludes liability that cannot lawfully be excluded (see section 19.4), including our obligations under Data Protection Laws.

9. Intellectual Property

As between the parties, we and our licensors own all Intellectual Property Rights in and to the Service, including all software, designs, text, graphics, interfaces and documentation, and all improvements and modifications to them. Except for the limited rights expressly granted in this Agreement, no rights are granted to you in the Service.

Subject to your payment of the Fees and your compliance with this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your internal business purposes during the term.

You own your Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data, and to create back-ups, in each case only as necessary to provide and support the Service, to comply with law, and to fulfil our obligations under this Agreement and the DPA.

We may collect, generate and use anonymised and aggregated data derived from use of the Service for our own lawful purposes, including to operate, develop, improve and benchmark the Service. We will only do so where: (a) the data has been irreversibly anonymised to the standard required by the UK GDPR and ICO anonymisation guidance, so that no individual, Customer or organisation can be identified or re-identified (including from combinations of rota, pay, location or photo data); and (b) the act of anonymising Staff Personal Data is carried out as a permitted processing activity under the DPA. We act as controller only of the resulting truly anonymous (non-personal) dataset. Where data cannot be truly anonymised, it remains personal data governed by Data Protection Laws and the DPA, and we will not use it for benchmarking or product development without a separate lawful basis. If you provide feedback, suggestions or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you; for Consumers, this licence is limited to the purpose of operating and improving the Service.

You must not (and must not permit any third party to) copy, modify, adapt, translate, reverse-engineer, decompile or disassemble the Service, create derivative works, remove proprietary notices, or use the Service to build a competing product, except to the extent such restriction is prohibited by law.

10. Customer Data and Privacy

Our handling of personal data for which we are a controller (such as account, billing and marketing-site visitor data) is described in our Privacy Policy. Where we process Staff Personal Data on your behalf, we do so as your processor in accordance with the Data Processing Agreement, which is incorporated into and forms part of this Agreement. You are responsible for the matters set out in section 5. Our use of cookies and similar technologies on our websites, and the consent we obtain for them under PECR, are addressed in our separate Cookie Notice; these Terms do not govern cookie consent.

11. Third-Party Services

The Service relies on, and may interoperate with, third-party services, including Stripe (payments), Supabase (database, authentication and file storage), Vercel (hosting and serverless functions) and Resend (transactional email). Card and payment data are handled by Stripe (which represents that it maintains PCI-DSS Level 1 compliance) and are never stored by us; for cardholder and payment data, Stripe acts as an independent controller under its own terms, not as our Sub-Processor of Staff Personal Data. Supabase, Vercel and Resend act as our Sub-Processors of Staff Personal Data. The list of Sub-Processors, their regions and the basis for their engagement is at /legal/sub-processors.

Your use of any third-party service may be subject to that provider's own terms. You must comply with the terms of any third-party service you access through or in connection with the Service (including Stripe's terms and acceptable use rules), and you indemnify us under section 20 for losses arising from your breach of them. We are not responsible or liable for any third-party service, including its availability, security, acts or omissions, except to the extent expressly set out in this Agreement or the DPA. Any data-protection liability we have for the acts or omissions of our Sub-Processors under the DPA is subject to the limitations in section 19, except for liability that cannot lawfully be limited.

12. Availability and Service Levels

We will use commercially reasonable efforts to make the Service available, as further described in our Service Level Agreement (which applies to eligible paid plans). The Service depends on third-party infrastructure, and availability is not guaranteed except as stated in the SLA. The Free Tier is provided without any service-level commitment. Further security information is at /security.

13. Support

We provide support for paid plans through the channels and during the hours described in the SLA or otherwise notified to you. Support for the Free Tier, if any, is provided on a reasonable-efforts basis without commitment.

14. Data Protection Summary

For Staff Personal Data you process through the Service, you are the controller and we are your processor; our processing is governed by the DPA and is carried out only on your documented instructions. Our characterisation as a processor depends on our acting only on those instructions; the capture parameters, retention defaults and format of clock-event location data and kiosk photographs are configurable by you as controller and are not unilaterally determined by us for our own purposes. To the limited extent that we determine the essential means of any specific processing, that processing will be characterised accurately in the DPA rather than defaulting to processor status.

For account, billing and marketing-site visitor data, we are the controller, as described in the Privacy Policy. You acknowledge that certain Staff Personal Data (such as health-related leave reasons and kiosk photographs used to identify a Worker) may be special-category data, including biometric data, requiring additional safeguards, and you are responsible for the lawful basis, the Article 9 condition, and any DPIA for processing it (see section 5).

Where we transfer Staff Personal Data outside the United Kingdom, any such restricted transfer is made under an approved Chapter V mechanism (for example the International Data Transfer Agreement (IDTA) or the International Data Transfer Addendum to the EU Standard Contractual Clauses, and/or the UK Extension to the EU-US Data Privacy Framework for certified recipients), together with a transfer risk assessment where required. The operative transfer terms are set out in the DPA, and Sub-Processor regions are at /legal/sub-processors.

This section is a summary only and does not vary the DPA, which prevails in the event of any conflict on data-processing matters. Nothing in this Agreement limits any liability we have under the DPA or Article 82 of the UK GDPR.

15. Warranties and Disclaimers

We warrant that we will provide the Service with reasonable care and skill.

Except as expressly stated in this Agreement, and to the maximum extent permitted by law, the Service is provided "AS IS" and "AS AVAILABLE", and we give no other warranties, conditions, representations or terms, whether express or implied, statutory or otherwise. In particular, and without limitation, we do not warrant or guarantee that:

the Service will be uninterrupted, timely, secure or error-free, or that defects will be corrected, except as stated in the SLA;
the Service, or any of its outputs (including National Minimum Wage / National Living Wage checks, Working Time break tracking, holiday entitlement and holiday-pay accrual, geolocation, QR or kiosk-photo data), will be accurate, complete or fit for any particular purpose;
use of the Service will make you, or keep you, compliant with the National Minimum Wage Act 1998, the Working Time Regulations 1998, holiday-pay rules, employment law, wage law, tax law or Data Protection Laws; or
the Service will meet your requirements or achieve any particular result.

To the maximum extent permitted by law, all implied warranties and conditions, including as to satisfactory quality, fitness for a particular purpose, and non-infringement, are excluded. This section is subject to section 19.4 and (for Consumers) section 26, which preserve non-excludable statutory rights, including the statutory right to services performed with reasonable care and skill.

16. Suspension

We may suspend or restrict your or any Authorised User's access to all or part of the Service where: (a) we reasonably believe you are in material breach of this Agreement or the AUP; (b) payment is overdue and you have not paid following notice and a reasonable opportunity to do so; (c) we reasonably believe suspension is necessary to protect the security, integrity or availability of the Service, our systems, or other customers; (d) we are required to do so by law or by a competent authority; or (e) there is a serious risk of unlawful, fraudulent or harmful activity. Where practicable, we will give you advance notice and an opportunity to remedy; for serious, illegal or urgent matters affecting security or legality we may suspend immediately. For non-payment and for non-urgent breaches, and for all Consumers, we will give prior notice and a reasonable opportunity to remedy before suspending, and any suspension affecting a Consumer will be proportionate. Suspension does not relieve you of your obligation to pay Fees. Nothing in this section excludes liability that cannot lawfully be excluded (see section 19.4).

17. Termination

Either party may terminate this Agreement: (a) on notice, with cancellation of a paid subscription taking effect at the end of the then-current billing period (see section 7.4); or (b) immediately, by written notice, if the other party commits a material breach that is incapable of remedy or, if remediable, is not remedied within 14 days of written notice; or (c) immediately if the other party becomes unable to pay its debts as they fall due, or is subject to an insolvency event. Because we operate as a sole trader, an insolvency event in relation to us means that Trystan Clarke becomes bankrupt, proposes or enters an individual voluntary arrangement (IVA), or has a receiver or trustee appointed over his assets; in relation to a Customer that is a body corporate, an insolvency event includes administration, liquidation, the appointment of a receiver, or ceasing to trade.

We may terminate this Agreement or your Account immediately where a ground for suspension under section 16 exists and the underlying issue is incapable of remedy or is not remedied within any notice period given. We may also terminate any Free Tier Account at any time on reasonable notice.

18. Effect of Termination

On termination or expiry of this Agreement: (a) all licences granted to you cease and you must stop using the Service; (b) any Fees accrued up to termination remain payable; and (c) for a window of 30 days after termination, we will make your Customer Data available for export through the Service or on reasonable request, after which we will, at your choice (consistent with Article 28(3)(g) of the UK GDPR), delete or return Customer Data in accordance with the DPA and applicable law, save where we are required to retain it by law. The defined retention and deletion timetable is set out in the DPA, which prevails over this section in the event of conflict. You are responsible for exporting and retaining your own copies of Customer Data within the export window. Sections that by their nature should survive termination (including sections 1, 9, 14, 15, 18, 19, 20, 21, 22, 23, 24, 25, 26 and 27) survive.

19. Limitation of Liability

Please read this section carefully. It limits our liability to you. This section is subject to section 19.4, which sets out liability that we do not, and cannot lawfully, exclude or limit. This section limits only our liability to you and does not limit your liability to us (including under section 20).

19.1 Excluded Losses

To the maximum extent permitted by law, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any of the following, whether direct or indirect and whether or not foreseeable: (a) loss of profits; (b) loss of revenue; (c) loss of anticipated savings; (d) loss of business or business opportunity; (e) loss of goodwill or reputation; (f) wasted management or staff time; or (g) any indirect or consequential loss. We will also not be liable for any loss arising from your own payroll, wage, tax, working-time, holiday, disciplinary or other employment-law decisions, or from your reliance on any guidance output (including National Minimum Wage / National Living Wage checks, Working Time break tracking and holiday-pay accrual), or from the inaccuracy or unavailability of geolocation, QR or kiosk-photo data. Loss of, or corruption or damage to, data is NOT excluded to the extent it results from our breach of this Agreement or our negligence; instead, our liability for such loss is subject to the cap in section 19.2. Nothing in this section limits any liability we have under the DPA or Article 82 of the UK GDPR, and you remain responsible for retaining your own exported copies of Customer Data.

19.2 Aggregate Cap

Subject to sections 19.1 and 19.4, our total aggregate liability arising out of or in connection with this Agreement (whether in contract, tort, breach of statutory duty or otherwise) in any 12-month period is limited to the greater of: (a) the total Fees paid by you to us in the 12 months immediately before the event giving rise to the claim; or (b) £5,000 (the fixed floor, which is the maximum that applies where you are a Free Tier user or have paid no Fees in that period). A separate, higher aggregate sub-cap of £25,000 applies to claims relating to data protection or a security breach.

19.3 Agreed Allocation of Risk

You acknowledge that the limitations and exclusions in this section reflect a reasonable and agreed allocation of risk between the parties, having regard to the subscription nature and price of the Service, the guidance-only and non-payroll scope disclaimers in sections 2 and 15, the availability of insurance to each party, and the relative bargaining position of the parties, and that the Fees have been set on the basis of these limitations.

19.4 Liability That Is Not Excluded

Nothing in this Agreement excludes or limits our liability for, and the limitations and exclusions above do not apply to, any liability that cannot lawfully be excluded or limited, including:

death or personal injury caused by our negligence;
fraud or fraudulent misrepresentation;
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
any liability under section 2(3) of the Consumer Protection Act 1987; and
where you are a Consumer, any statutory rights under the Consumer Rights Act 2015 (including as to reasonable care and skill, conformity of services and digital content, and price), and any other liability that cannot be excluded or limited under that Act or the CCRs 2013.

19.5 General

Each provision of this section operates separately. If any exclusion or limitation is held to be invalid or unenforceable, the remaining exclusions and limitations continue to apply. You agree to take reasonable steps to mitigate your losses.

20. Customer Indemnity

You will indemnify, and keep indemnified, WagePilot and our officers, employees and agents, against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any third-party claim (including any claim by your Workers, Authorised Users or a regulator), but only to the extent NOT caused by our own breach of this Agreement or our negligence, and to the extent arising from: (a) any Customer Data that is unlawful or infringing, or any unauthorised use of the Service by you or your Authorised Users; (b) your instructions to us, or our acting on them; (c) your breach of this Agreement, the AUP or the DPA; (d) your misuse of the Service; (e) your failure to comply with employment law or Data Protection Laws, including any failure to have a lawful basis or Article 9 condition for, to complete any required DPIA for, or to provide required privacy information in respect of, Staff Personal Data; (f) your breach of any third-party service terms under section 11; or (g) any content you transmit through the in-app messaging feature.

We will: notify you promptly of any claim for which we seek indemnity; give you reasonable control of the defence and settlement (provided no settlement imposes any non-indemnified obligation or admission on us without our consent); and provide reasonable cooperation at your expense. For the avoidance of doubt, your indemnity obligations under this section are not subject to the limitations or exclusions in section 19. This indemnity does not apply to a Consumer except to the extent of losses that are fair and were reasonably foreseeable, and never beyond what is permitted under the Consumer Rights Act 2015.

21. Our Indemnity for Intellectual Property Infringement

We will defend you against any third-party claim that your authorised use of the Service in accordance with this Agreement infringes that third party's Intellectual Property Rights in the United Kingdom, and will indemnify you for amounts finally awarded against you or agreed in settlement, provided you promptly notify us, give us sole control of the defence and settlement, and provide reasonable cooperation. This indemnity does not apply to claims arising from Customer Data, your breach of this Agreement, use of the Service in combination with anything not supplied by us, or any modification of the Service not made by us. Our total liability under this section is subject to a separate cap of £10,000, and is not limited by the general cap in section 19.2 (but remains subject to section 19.4). If the Service is, or in our opinion may become, the subject of an infringement claim, we may at our option procure the right for you to continue using it, modify it, or terminate the affected part and refund any pre-paid, unused Fees. Except for liability that cannot lawfully be limited, this is your sole and exclusive remedy for intellectual property infringement.

22. Confidentiality

Confidential Information means any non-public information disclosed by one party to the other that is marked or would reasonably be understood to be confidential, including the terms of this Agreement, business and technical information, and (in our case) the non-public aspects of the Service. Each party will: keep the other's Confidential Information confidential; use it only to perform this Agreement; and disclose it only to those of its personnel and advisers who need to know it and who are bound by equivalent obligations. These obligations do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or is lawfully received from a third party; and do not prevent disclosure required by law or a competent authority, provided (where lawful) reasonable prior notice is given. This section does not vary the data-protection obligations in the DPA.

23. Changes to These Terms

We may update these Terms from time to time. For changes that are not material, or that are required by law, we may make them effective on posting. For material changes, we will give you reasonable advance notice (for example by email or in-app notice). If a material change adversely affects you and you do not accept it, you may terminate by cancelling before the change takes effect under section 7.4, without penalty for the unaffected remainder of any pre-paid period. For business customers, continued use of the Service after a change takes effect constitutes acceptance of the updated Terms. We will keep dated versions. If you are a Consumer, continued use is NOT treated as your acceptance of a change to your material disadvantage; we will not rely on any such change unless we have given you notice and a genuine right to cancel without penalty before it takes effect, and any such change must be fair and transparent.

24. Force Majeure

We will not be liable for any failure or delay in performing our obligations to the extent caused by an event beyond our reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, strikes, failure of utilities or telecommunications, cyber-attack, and failures or outages of third-party infrastructure or services (including our current providers Vercel, Supabase, Stripe and Resend, as listed at /legal/sub-processors). Our remedies and obligations during any such event in respect of availability are as set out in the SLA. This section does not exclude any liability that cannot lawfully be excluded (see section 19.4) and does not relieve us of our security and breach-notification obligations under the DPA.

25. General

25.1 Assignment

We may assign, transfer, subcontract or otherwise deal with our rights and obligations under this Agreement, including in connection with a merger, acquisition or sale of assets, on notice to you. You may not assign or transfer any of your rights or obligations without our prior written consent. For Consumers, we will only transfer the contract where the transferee agrees to be bound by these Terms and your rights are not reduced, and we will give you notice with a right to cancel without penalty if any such transfer would be to your detriment.

25.2 Entire Agreement and Order of Precedence

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings on its subject matter. You acknowledge that you have not relied on any statement or representation not set out in this Agreement; nothing in this section limits liability for fraud or fraudulent misrepresentation. If there is a conflict, the following order of precedence applies (highest first): (a) the DPA, in respect of the processing of Staff Personal Data; (b) these Terms; (c) the SLA; (d) the AUP; (e) the Privacy Policy, the Cookie Notice and the Sub-Processors list.

25.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, or, if that is not possible, severed; the remaining provisions continue in full force.

25.4 Waiver

No failure or delay in exercising any right is a waiver of it, and no single or partial exercise prevents any further exercise. A waiver is effective only if given in writing.

25.5 Notices

Contractual and termination notices to us must be sent to info@whealbit.co.uk or to St Ives, Cornwall. Security-incident notifications must be sent to info@whealbit.co.uk. Consumer cancellation notices may be sent to info@whealbit.co.uk. We may give notices to you by email to the address on your Account or by in-app notification. Notices are deemed received on the next business day after sending by email, or two business days after posting.

25.6 No Partnership or Agency

Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties; neither party may bind the other.

25.7 Third-Party Rights

Except as expressly stated, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. The persons indemnified under section 20 may enforce the relevant provisions in their favour, but the parties may vary or rescind this Agreement without their consent.

26. If You Are a Consumer

This section applies if and to the extent you are a Consumer. Where it conflicts with any other provision, this section prevails for Consumers. If you are an individual or sole trader and have not affirmatively confirmed at sign-up that you are using the Service for business purposes, we will treat you as a Consumer. Mixed-purpose use is assessed on its facts; if you are unsure, please contact us.

Statutory rights preserved. Nothing in this Agreement excludes, restricts or affects your non-excludable statutory rights, including your rights under the Consumer Rights Act 2015 (such as the right to services performed with reasonable care and skill, and to conforming digital content) and your rights and remedies under the CCRs 2013.
Fairness and transparency. Any term that would otherwise be unfair to you under the Consumer Rights Act 2015 does not bind you. The harsher business-only provisions of sections 19, 20, 25.1 and 27 are modified or disapplied for Consumers as set out in this section. Prices and the total charges payable (WhealBit is not VAT-registered, so no VAT is added) are presented to you before you are bound.
14-day cancellation right. You have the right to cancel this Agreement within 14 days of entering into it, without giving a reason. To cancel, tell us clearly (for example by email to info@whealbit.co.uk); you may use the model cancellation form provided to you at sign-up. If you cancel within this period, we will refund payments received from you, subject to the deduction described below where you asked us to start the service during the cancellation period.
Starting the service during the cancellation period. If you ask us to begin providing the Service during the 14-day cancellation period, you expressly request this and acknowledge that: (i) for digital content, you consent to it being supplied during the period and will lose your right to cancel once supply begins; and (ii) for services, you will lose the right to cancel once the service has been fully performed, and if you cancel before then you will pay for what you have received in proportion to what has been supplied. These two acknowledgements are obtained as separate, unticked, logged confirmations at sign-up (with version and timestamp). The same start-now consent is obtained before any charge is taken on a paid subscription that begins during the cancellation period.
Pre-contract information. Before you are bound, we provide the information required by the CCRs 2013, including our identity and geographic address, the total price inclusive of tax, the auto-renewal arrangements, and your cancellation right and the model cancellation form.
Auto-renewal reminder. We will send you a clear reminder before each automatic renewal charge, giving you the opportunity to cancel before you are charged.
Refunds. Your refund rights under the CCRs 2013 and the Consumer Rights Act 2015 are not affected by the "non-refundable" wording in section 7.7.
Disputes. You may bring proceedings in the courts of the part of the United Kingdom in which you live, and you retain your right to access the courts and any applicable alternative dispute resolution scheme. The exclusive-jurisdiction provision in section 27 does not require you to give up your right to bring proceedings in your home UK courts.

27. Governing Law and Dispute Resolution

27.1 Governing Law

This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by and construed in accordance with the law of England and Wales.

27.2 Good-Faith Negotiation

Before commencing any formal proceedings, the parties will first attempt in good faith to resolve any dispute through discussion. Either party may escalate a dispute by written notice, after which senior representatives of each party will seek to resolve it within 30 days.

27.3 Mediation (Optional)

If the dispute is not resolved by negotiation, the parties may, by agreement, refer it to mediation under a recognised mediation procedure (for example the Centre for Effective Dispute Resolution) before proceeding to court.

27.4 Exclusive Jurisdiction

Subject to section 27.5, the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter (including non-contractual disputes or claims), and each party irrevocably submits to that jurisdiction. This is subject to a Consumer's right under section 26 to bring proceedings in the courts of the part of the United Kingdom in which they live.

27.5 Interim Relief

Nothing in this section prevents either party from applying to any court of competent jurisdiction for interim, injunctive or other equitable relief (including to protect Confidential Information or Intellectual Property Rights).

28. Acceptance and Records

You accept these Terms by an affirmative act (such as ticking an unticked acceptance box or clicking to agree) before creating your Account or making payment, at which point you are also presented with, and accept, the Privacy Policy, the DPA and the Acceptable Use Policy by working hyperlinks. We record who accepted, which version, and when, to evidence acceptance. Certain provisions of this Agreement are onerous or unusual, and your attention is specifically drawn to them: the limitation of liability in section 19, the indemnity in section 20, the automatic renewal in section 7, and the exclusive jurisdiction of the courts of England and Wales in section 27. The exclusive-jurisdiction provision is subject to a Consumer's right under section 26 to bring proceedings in the courts of the part of the United Kingdom in which they live.

29. Contact

The Service is operated by Trystan Clarke, a sole trader trading as WhealBit, of St Ives, Cornwall. ICO registration: [ICO registration reference — to be completed before go-live]. WhealBit is not VAT-registered, so no VAT is charged. For questions about these Terms, contact us at info@whealbit.co.uk. The website is wagepilot.co.uk and the Service is provided at app.wagepilot.co.uk.