Terms and Conditions

Last updated: January 23, 2023

Please read these terms and conditions carefully before using Our Service.

Standard Terms of Business for the provisions of Software as a Service (SaaS)

1. Basis of Contract
1.1 The Order constitutes an offer by the Client to purchase Services in accordance with these Conditions.
1.2 The Order shall only be deemed to be accepted when the Client submits the Dashboard via FreshPay’s website and
FreshPay issues written confirmation of the Order at which point, and on which date the contract (Contract) shall come
into existence (Commencement Date). For the avoidance of doubt, the Contract shall incorporate the Dashboard.
1.3 Any samples, drawings, descriptive matter or advertising issued by FreshPay, and any descriptions or illustrations contained
on FreshPay’s website and/or in brochures or otherwise, are issued or published for the sole purpose of giving an
approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
1.4 These Conditions apply to, and are incorporated into, the Contract to the exclusion of any other terms that the Client seeks
to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1.5 The Contract and these Conditions shall be interpreted in accordance with the definitions and rules of interpretation set
out in Schedule 1 of these Conditions.

2. Provision of Services
2.1 FreshPay shall, during the Term, provide the Services and make available the Dashboard to the Client on and subject to
these Conditions.
2.2 FreshPay shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week,
except for:
(a) planned maintenance carried out during a maintenance window outside Normal Business Hours on reasonable
prior notice to the Client; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that FreshPay has used reasonable
endeavours to give the Client at least 2 Normal Business Hours’ notice in advance.

2.3 FreshPay reserves the right to amend the Documentation if necessary to comply with any applicable law or regulatory
requirement, or if the amendment will not materially affect the nature or quality of the Services, and FreshPay shall notify
the Client in any such event.
2.4 FreshPay will, as part of the Services and at no additional cost to the Client , provide the Client with FreshPay’s standard
customer support services during Normal Business Hours in accordance with FreshPay’s support services policy in effect at
the time that the Services are provided. FreshPay may amend its support services policy at its sole and absolute discretion
from time to time. The Client may purchase enhanced support services separately at FreshPay’s then current rates.

3. User Subscriptions

3.1 Subject to the Client purchasing the User Subscriptions in accordance with clauses 4.3 and 9, the restrictions set out in this
clause 3 and the remainder of these Conditions, FreshPay hereby grants to the Client a non-exclusive, non-transferable,
revocable right and licence, without the right to grant sub-licences, to permit the Authorised Users to use the Services and
the Documentation during the Term solely for the Client’s internal business operations.
3.2 In relation to the Authorised Users, the Client undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the
number of User Subscriptions it has purchased from time to time, as set out on the Dashboard.
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it
has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User
shall no longer have any right to access or use the Services;
(c) each Authorised User shall keep a secure password for their use of the Services, that such password shall be
changed no less frequently than every 90 days and that each Authorised User shall keep their password
confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to FreshPay within 5
Business Days of FreshPay’s written request at any time;
(e) it shall permit FreshPay (or FreshPay’s designated auditor) to audit the Services in order to establish the name and
password of each Authorised User and the Client’s data processing facilities to audit compliance with the Contract.
Each such audit may be conducted no more than once per quarter, at FreshPay’s expense, and this right shall be

exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client’s normal
conduct of business;
(f) if any of the audits referred to in 3.2(e) reveal that any password has been provided to any individual who is not an
Authorised User, then without prejudice to FreshPay’s other rights, the Client shall promptly disable such
passwords and FreshPay shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in 3.2(e) reveal that the Client has underpaid Subscription Fees to FreshPay, then
without prejudice to FreshPay’s other rights, the Client shall pay to FreshPay an amount equal to such
underpayment as calculated in accordance with the Dashboard within 10 Business Days of the date of the relevant
audit.

3.3 The Client shall not access, store, distribute or transmit any Virus, or any material during the course of its use of the
Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and FreshPay reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access
to any material that breaches the provisions of this clause.
3.4 The Client shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties
and except to the extent expressly permitted under these Conditions and/or the Contract:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download,
display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to
human-perceivable form all or any part of the Software; or

(b) access all or any part of the Services and Dashboard in order to build a product or service which competes with the
Services; or

(c) use the Services and/or Dashboard to provide services to third parties; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or
otherwise make the Services and/or Software available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services, Software and/or Dashboard, other
than as provided under this clause 3; or
(f) introduce or permit the introduction of any Virus or Vulnerability into FreshPay’s network and information systems
and/or the Software.

3.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the
event of any such unauthorised access or use, promptly notify FreshPay.
3.6 The rights provided under this clause 3 are granted to the Client only for use in the Territory and shall not be considered
granted to any subsidiary or holding company of the Client or for use in any other territory without further written
agreement.

4. Additional User Subscriptions

4.1 Subject to clauses 4.2 and 4.3, the Client may, from time to time during the Term of the Contract, purchase additional User
Subscriptions in excess of the number granted on the Dashboard and FreshPay shall grant access to the Services to such
additional Authorised Users in accordance with these Conditions.
4.2 If the Client wishes to purchase additional User Subscriptions, the Client shall add (and activate) such additional User
Subscriptions as it requires via the Dashboard.
4.3 Where the Client has added additional User Subscriptions via the Dashboard, in accordance with clause 4.2, the Dashboard
shall update the number of User Subscriptions and generate an automatic payment request to the Client for immediate
payment of the relevant fees for such additional User Subscriptions for the first month. Thereafter, the total number of
User Subscriptions shall be charged at the agreed subscription amount for every month thereafter of the Subscription
Term.

5. Data protection

5.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to,
and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and FreshPay
is the Processor.
5.3 Without prejudice to the generality of clause 5.1, the Client will ensure that it has all necessary appropriate consents and
notices in place to enable lawful transfer of the Personal Data to FreshPay and/or lawful collection of the Personal Data by
FreshPay on behalf of the Client for the duration and purposes of the Contract.
5.4 Without prejudice to the generality of clause 5.1, FreshPay shall, in relation to any Personal Data processed in connection
with the performance by it of its obligations under the Contract:
(a) process that Personal Data only in accordance with the terms of its Privacy Policy set out at www.freshpay.cloud
unless FreshPay is required by Data Protection Legislation to otherwise process that Personal Data differently.
Where FreshPay is relying on Data Protection Legislation as the basis for processing Personal Data, it shall
promptly notify the Client of this before performing the processing required by the Data Protection Legislation
unless the Data Protection Legislation prohibits FreshPay from so notifying the Client;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the
Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or
destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or
unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having
regard to the state of technological development and the cost of implementing any measures (those measures
may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity,
availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can
be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the
technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data
confidential; and
(d) not transfer Personal Data outside of the UK or EEA.

(e) assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance
with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact
assessments and consultations with supervisory authorities or regulators;
(f) notify the Client without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on
termination of the Contract unless required by Data Protection Legislation to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 6.
5.5 The Client consents to FreshPay appointing third-party processors of Personal Data under the Contract. Where FreshPay
intends to appoint a third-party processor, it shall confirm the name of that third-party processor on request and confirms
that will use all reasonable endeavours to enter with the third-party processor into a written agreement incorporating
terms which are substantially similar to those set out in this clause 5 and in either case which reflect and will continue to
reflect the requirements of the Data Protection Legislation.

6. Third-party providers

The Client acknowledges that the Services may enable or assist it to access the website content of, correspond with, and
purchase products and services from, third parties via third-party websites and that it does so solely at its own risk.
FreshPay makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation
to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any
contract entered into by the Client, with any such third party. Any contract entered into and any transaction completed via
any third-party website is between the Client and the relevant third party, and not FreshPay. FreshPay recommends that
the Client refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party
website. FreshPay does not endorse or approve any third-party website nor the content of any of the third-party website
that may be made available via the Services.

7. FreshPay’s obligations

7.1 FreshPay undertakes that the Services will be performed substantially in accordance with the Contract and with reasonable
skill and care.

7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services
contrary to FreshPay’s instructions, or modification or alteration of the Services by any party other than FreshPay or
FreshPay’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, FreshPay
will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide
the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes
the Client’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
7.3 FreshPay:

(a) does not warrant that:
(i) the Client’s use of the Services and/or the Dashboard will be uninterrupted or error-free; or
(ii) that the Services and/or the information obtained by the Client through the Services will meet the Client’s
requirements; or
(iii) the Software, Dashboard and/or the Services will be free from Vulnerabilities or Viruses; or
(iv) the Software or Services will comply with any Heightened Cybersecurity Requirements.
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data
over communications networks and facilities, including the internet, and the Client acknowledges that the Services
and Dashboard may be subject to limitations, delays and other problems inherent in the use of such
communications facilities.

7.4 The Contract shall not prevent FreshPay from entering into similar agreements with third parties, or from independently
developing, using, selling or licensing documentation, products and/or services which are similar to those provided under
the Contract.
7.5 FreshPay warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the
performance of its obligations under the Contract.
7.6 When requested prior to the Commencement Date by the Client in writing, FreshPay will input the Client Data onto the
Software, subject to the Client agreeing to pay the fee generated on the Dashboard, in accordance with FreshPay’s pricing
set out on its website and amended from time to time.
7.7 FreshPay shall follow its archiving procedures for Client Data as set out in its Back-Up Policy available at
www.freshpay.cloud or such other website address as may be notified to the Client from time to time, and as such
document may be amended by FreshPay in its sole discretion from time to time. In the event of any loss or damage to

Client Data, the Client’s sole and exclusive remedy against FreshPay shall be for FreshPay to use reasonable commercial
endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by FreshPay
in accordance with the archiving procedure described in its Back-Up Policy. FreshPay shall not be responsible for any loss,
destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by
FreshPay to perform services related to Client Data maintenance and back-up for which it shall remain liable).

8. Client’s obligations

8.1 The Client’s shall:

(a) provide FreshPay with:
(i) all necessary cooperation in relation to the Contract; and
(ii) all necessary access to such information as may be required by FreshPay;
in order to provide the Services, including but not limited to Client Data, security access information and
configuration services;
(b) without affecting its other obligations under the Contract, comply with all applicable laws and regulations with
respect to its activities under the Contract;
(c) carry out all other Client’s responsibilities set out in the Contract in a timely and efficient manner. In the event of
any delays in the Client’s provision of such assistance as agreed by the parties, FreshPay may adjust any agreed
timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services in accordance with the Contract and shall be responsible for any
Authorised User’s breach of the Contract;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for FreshPay, its contractors
and agents to perform their obligations under the Contract, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by FreshPay from time to
time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible
for procuring, maintaining and securing its network connections and telecommunications links from its systems to
FreshPay’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising
from or relating to the Client’s network connections or telecommunications links or caused by the internet.

8.2 The Client shall own all right, title and interest in and to all of the Client Data that is not Personal Data and shall have sole
responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.
8.3 If FreshPay’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the
Client or failure by the Client to perform any relevant obligation (Client Default):
(a) without limiting or affecting any other right or remedy available to it, FreshPay shall have the right to suspend
performance of the Services (to include the User Subscriptions) until the Client remedies the Client Default, and to
rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the
Client Default prevents or delays FreshPay’s performance of any of its obligations;
(b) FreshPay shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly
from Client’s failure or delay to perform any of its obligations as set out in this clause 8.3; and
(c) the Client shall reimburse FreshPay on written demand for any costs or losses sustained or incurred by FreshPay
arising directly or indirectly from the Client Default.

9. Charges and payment

9.1 Save than in respect of the Trial Period (in respect of which clause 9.2 shall apply), the Client shall pay the Subscription Fees
to FreshPay for the User Subscriptions in accordance with this clause 9 (and in accordance with the pricing for services set
out on FreshPay’s website, as amended from time to time).
9.2 FreshPay shall provide the Services free of charge during the Trial Period, after which time (and where the Client notifies
FreshPay that it wishes FreshPay to continue to provide the Services) clause 9.3 shall apply. For the avoidance of doubt,
where the Client has requested that FreshPay input the Client Data onto the Software in accordance with clause 7.6, the
Client shall be responsible for payment of any fees arising in connection with that service, notwithstanding the Trial Period.
9.3 The Client shall, by no later than the Commencement Date, provide to FreshPay valid, up-to-date and complete credit card
details or approved purchase order information acceptable to FreshPay and any other relevant valid, up-to-date and
complete contact and billing details and, if the Client provides:
(a) its credit card details to FreshPay, the Client hereby authorises FreshPay to bill such credit card:
(i) during the Term for any Additional User Subscriptions added in accordance with

(ii) during the Term for any fees payable in respect of a request for FreshPay to input Client Data onto the
Software in accordance with clause 7.6;
(iii) where the Contract is for a Monthly Subscription Term:
(A) on the Subscription Start Date for the Subscription Fees payable in respect of the first month of the
Monthly Subscription Term; and
(B) subject to clause 14.2, on the agreed date each month for the Subscription Fees payable in respect of
each month thereafter unless and until either party gives notice in accordance with clause 14.2(a) to
terminate the Contract.

(iv) where the Contract is for an Annual Subscription Term:
(A) on the Subscription Start Date for the Subscription Fees payable in respect of the first calendar year
of the of the Annual Subscription Term; and
(B) subject to clause 14.2, on each anniversary of the date in 9.3(a)(iv)(A) for the Subscription Fees
payable in respect of each calendar year thereafter unless and until either party gives notice in
accordance with clause 14.2(a) to terminate the Contract.

(b) its approved purchase order information to FreshPay, FreshPay shall invoice the Client:
(i) during the Term for any Additional User Subscriptions added in accordance with
(ii) during the Term for any fees payable in respect of a request for FreshPay to input Client Data onto the
Software in accordance with clause 7.6;
(iii) where the Contract is for a Monthly Subscription Term:
(A) on the Subscription Start Date for the Subscription Fees payable in respect of the first month of the
Monthly Subscription Term; and
(B) subject to clause 14.2, on the agreed date each month for the Subscription Fees payable in respect of
each month thereafter unless and until either party gives notice in accordance with clause 14.2(a) to
terminate the Contract.

(iv) where the Contract is for an Annual Subscription Term:
(A) on the Subscription Start Date for the Subscription Fees payable in respect of the first calendar year
of the of the Annual Subscription Term; and
(B) subject to clause 14.2, on each anniversary of the date in 9.3(b)(iv)(A) for the Subscription Fees
payable in respect of each calendar year thereafter unless and until either party gives notice in
accordance with clause 14.2(a) to terminate the Contract.

and the Client shall pay each invoice immediately upon receipt of such invoice. Where an invoice is received
outside of Normal Business Hours, the Client agrees to, and shall, pay the invoice during the next Business Day
(Due Date).

9.4 If FreshPay has not received payment within 7 days of the Due Date under 9.3(b) and/or does not (at any time) have valid
credit card details against which to bill in accordance with clause 9.3(a), and without prejudice to any other rights and
remedies of FreshPay:
(a) FreshPay may, without liability to the Client, disable the Client’s password, account and access to all or part of the
Services and FreshPay shall be under no obligation to provide any or all of the Services while any amounts billed or
invoiced (as the case may be) in accordance with clause 9.3 remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base
lending rate of Bank of England from time to time, commencing on the Due Date or the date on which payment
failed to be made under clause 9.3(a) and continuing until fully paid, whether before or after judgement.

9.5 All amounts and fees stated or referred to in the Contract:

(a) shall be payable in pounds sterling;
(b) are, subject to 13.5, non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to FreshPay’s fees at the appropriate rate.

9.6 FreshPay shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User
Subscriptions purchased pursuant to clause 4.3 upon 90 days’ prior notice to the Client and the Contract shall be deemed to
have been amended accordingly.

10. Proprietary rights

10.1 The Client acknowledges and agrees that FreshPay and/or its licensors own all intellectual property rights in the Services
and the Software. Except as expressly stated in these Conditions, the Contract does not grant the Client any rights to,
under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or
unregistered), or any other rights or licences in respect of the Services, Software and/or the Documentation.
10.2 FreshPay confirms that it has all the rights in relation to the Services and the Software that are necessary to grant all the
rights it purports to grant under, and in accordance with, the Contract.

11. Confidentiality

11.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its
Representatives (as defined below) to the other party and that party’s Representatives whether before or after the date of
this Agreement in connection any discussion around the entering into, and the performance of, the Contract including but
not limited to:
(a) the existence and terms of the Contract or any agreement entered into in connection with the Contract;
(b) any information that would be regarded as confidential by a reasonable businessperson relating to:
(i) the business, assets, affairs, customers, clients, suppliers, of the disclosing party (or of any member of the
group of companies to which the disclosing party belongs); and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the
disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
(c) any information developed by the parties in the course of carrying out the Contract and the parties agree that:
(i) details of the Services, and the results of any performance tests of the Services, shall constitute FreshPay
Confidential Information; and
(ii) Client Data shall constitute Client Confidential Information.
Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and
advisers.
11.2 The provisions of this clause shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its
Representatives in breach of this clause);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving
party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited
from disclosing the information to the receiving party; or
(d) the parties agree in writing is not confidential or may be disclosed; or
(e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.

11.3 Each party shall keep the other party’s Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for the strict purpose of exercising or performing its rights and
obligations under or in connection with the Contract (Permitted Purpose); or
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this
clause 11.

11.4 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such
Confidential Information for the Permitted Purpose, provided that:
(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in
this clause 11.

11.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by
law, by any governmental or other regulatory authority (including, without limitation, by a court or other authority of
competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice
of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause
11.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may
constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office
without first informing the other party of such disclosure.
11.7 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential
Information other than those expressly stated in the Contract are granted to the other party, or to be implied from the
Contract.
11.8 On termination or expiry of the Contract, each party shall:

(a) Save than in respect of clause 7.7, destroy or return to the other party all documents and materials (and any
copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;
(b) erase all the other party’s Confidential Information from computer and communications systems and devices used
by it, including such systems and data storage services provided by third parties (to the extent technically and
legally practicable); and

(c) confirm in writing to the other party that it has complied with the requirements of this clause, provided that a
recipient party may retain documents and materials containing, reflecting, incorporating or based on the other
party’s Confidential Information to the extent required by law or any applicable governmental or regulatory
authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a
recipient party, subject to clause 14 (Termination).

11.9 No party shall make, or permit any person to make, any public announcement concerning the Contract, without the prior
written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law,
any governmental or regulatory authority, any court or other authority of competent jurisdiction.
11.10 Except as expressly stated in the Contract, no party makes any express or implied warranty or representation concerning
its Confidential Information.
11.11 The above provisions of this clause 11 shall survive for a period of five years from termination or expiry of the Contract.

12. Indemnity

12.1 The Client shall defend, indemnify and hold harmless FreshPay against claims, actions, proceedings, losses, damages,
expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with
the Client’s use of the Services and/or Software, provided that:
(a) the Client is given prompt notice of any such claim;
(b) FreshPay provides reasonable cooperation to the Client in the defence and settlement of such claim, at the Client’s
expense; and
(c) the Client is given sole authority to defend or settle the claim.

12.2 FreshPay shall defend the Client, its officers, directors and employees against any claim that the Client’s use of the Services
or Software in accordance with the Contract infringes any United Kingdom patent effective as of the Commencement Date,
copyright, trademark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded
against the Client in judgement or settlement of such claims, provided that:
(a) FreshPay is given prompt notice of any such claim;
(b) the Client does not make any admission, or otherwise attempt to compromise or settle the claim and provides
reasonable co-operation to FreshPay in the defence and settlement of such claim, at FreshPay’s expense; and

(c) FreshPay is given sole authority to defend or settle the claim.

12.3 In the defence or settlement of any claim, FreshPay may procure the right for the Client to continue using the Services,
replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available,
terminate the Contract on 2 Business Days’ notice to the Client without any additional liability or obligation to pay
liquidated damages or other additional costs to the Client.
12.4 In no event shall FreshPay, its employees, agents and subcontractors be liable to the Client to the extent that the alleged
infringement is based on:
(a) a modification of the Services or Software by anyone other than FreshPay; or
(b) the Client’s use of the Services or Software in a manner contrary to the instructions given to the Client by
FreshPay; or
(c) the Client’s use of the Services or Software after notice of the alleged or actual infringement from FreshPay or any
appropriate authority.

12.5 The foregoing clauses and clause 13.5 state the Client’s sole and exclusive rights and remedies, and FreshPay’s (including
those of its employees, agents and subcontractors) entire obligations and liability, for infringement of any patent,
copyright, trademark, database right or right of confidentiality.

13. Limitation of liability

THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CLAUSE 13.
13.1 Except as expressly and specifically provided in these Conditions:

(a) the Client assumes sole responsibility for results obtained from the use of the Services and the Documentation by
the Client, and for conclusions drawn from such use. FreshPay shall have no liability for any damage caused by
errors or omissions in any information, instructions or scripts provided to FreshPay by the Client in connection with
the Services, or any actions taken by FreshPay at the Client’s direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or
common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and

(c) the Services and the Documentation are provided to the Client on an “as is” basis.

13.2 Nothing in the Contract excludes any liability which cannot be legally limited, including but not limited to:

(a) death or personal injury caused by negligence; or
(b) for fraud or fraudulent misrepresentation.

13.3 Nothing in this clause 13 shall limit the Client’s payment obligations under the Contract.
13.4 Subject to clause 13.2, this clause 13.4 sets out the types of loss that are wholly excluded:
(i) loss of profits.
(ii) loss of sales or business.
(iii) loss of agreements or contracts.
(iv) loss of anticipated savings.
(v) loss of use or corruption of software (including the Software), data or information (including loss of Client Data).
(vi) loss of or damage to goodwill;
(vii) pure economic loss; and/or
(viii) special, indirect or consequential loss, costs, damages, charges or expenses howsoever arising under the Contract.
13.5 FreshPay’s total aggregate liability in contract (including in respect of the indemnity at clause 13.2), tort (including
negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the
performance or contemplated performance of the Contract shall be limited to the total Subscription Fees paid for the User
Subscriptions under the Contract during the 12 months immediately preceding the date on which the claim arose.
13.6 Nothing in the Contract excludes the liability of the Client for any breach, infringement or misappropriation of FreshPay’s
Intellectual Property Rights.
13.7 This clause 13 shall survive termination or expiry of the Contract.

14 Term and termination

14.1 The Contract shall, unless otherwise terminated as provided in this clause 15, commence on the Commencement Date and
shall continue for a period of 30 days (Trial Period). In the event that the Client does not wish for the Contract to continue

beyond the end of the Trial Period, it shall notify FreshPay no later than on the last day of the Trial Period in writing. In that
instance, the Contract shall expire and clause 14.4 shall apply. In the event that the Client does not state an intention to
terminate the Contract, by no later than the last day of the Trial Period, the Contract shall automatically continue and
clause 14.2 shall apply.
14.2 Where the Contract continues beyond the Trial Period, it shall start from the day after the end of the Trial Period
(Subscription Start Date) and shall continue either:
14.2.1 on a rolling month by month basis ( being automatically renewed for successive periods of one month at the end of
the preceding month) (Monthly Subscription Term), unless:
(i) either party notifies the other party of termination, in writing, of no less than 30 days (Notice Period), in which
case the Contract shall terminate upon the expiry of the Notice Period; or
(ii) otherwise terminated in accordance with these Conditions; or
14.2.2 on a rolling annual basis (being automatically renewed for successive periods of one calendar year on the
anniversary of the preceding calendar year) (Annual Subscription Term), unless:
(i) either party notifies the other party of termination, in writing, of no less than 30 days (Notice Period), in which
case the Contract shall terminate upon the expiry of the Notice Period; or
(ii) otherwise terminated in accordance with these Conditions;
and the Trial Period and Monthly Subscription Term or Annual Subscription Term (as the case may be) shall constitute the
Term.
14.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect
by giving written notice to the other party if:
14.3.1 in the case of FreshPay, if the Client fails to pay any amount due under the Contract on the due date for payment
and remains in default not less than 7 days after being notified in writing to make such payment;
14.3.2 the other party commits a material breach of any other term of the Contract and (if such breach is remediable) fails
to remedy that breach within a period of 30 days after being notified in writing to do so;
14.3.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall
due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of
the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in

sections 123(1)(e) or 123(2) of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing
apply;
14.3.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its
debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the
sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the
solvent reconstruction of that other party;
14.3.5 the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
14.3.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding
up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party
with one or more other companies or the solvent reconstruction of that other party;
14.3.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of
intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a
company, partnership or limited liability partnership);
14.3.8 the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability
partnership) has become entitled to appoint or has appointed an administrative receiver;
14.3.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over
the assets of the other party;
14.3.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution,
sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other
party’s assets and such attachment or process is not discharged within 14 days;
14.3.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject
that has an effect equivalent or similar to any of the events mentioned in 14.3.3 to clause 14.3.10 (inclusive);
14.3.12 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its
business;
14.3.13 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give
effect to the terms of the Contract is in jeopardy; or
14.3.14 in the case of FreshPay, there is a change of control of the Client (within the meaning of section 1124 of the
Corporation Tax Act 2010).

14.4 On termination of the Contract for any reason:

14.4.1 all licences granted under the Contract shall immediately terminate and the Client shall immediately cease all use of
the Services and/or the Documentation;
14.4.2 each party shall return and make no further use of any equipment, property, software (including the Software) and
other items (and all copies of them) belonging to the other party;
14.4.3 FreshPay may retain the Client Data in its possession for a period of 12 months from the date of termination and
thereafter will take steps to destroy the Client Data in its possession; and
14.4.5 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination,
including the right to claim damages in respect of any breach of the Contract (including during the Trial Period)
which existed at or before the date of termination shall not be affected or prejudiced.

15 Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations
under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time
for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 6
weeks, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party.

16 Variation

16.1 Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the
parties (or their authorised representatives).

17 Waiver

17.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a
waiver of any subsequent right or remedy unless expressly stated as being so.
17.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or
remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

18 Rights and remedies

18.1 Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not
exclusive of, any rights or remedies provided by law.

19 Severance

19.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted,
but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the
Contract is deemed deleted, FreshPay and the Client shall negotiate in good faith to agree a replacement provision that, to
the greatest extent possible, achieves the intended commercial result of the original provision.

20 Entire agreement

20.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous and
contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating
to its subject matter.
20.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any
statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based
on any statement in the Contract.
20.4 Nothing in this clause shall limit or exclude any liability for fraud.

21 Assignment

21.1 The Client shall not, without the prior written consent of FreshPay, assign, novate, transfer, charge, sub-contract or deal in
any other manner with all or any of its rights or obligations under the Contract.

21.2 FreshPay may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or
obligations under the Contract.

22 No partnership or agency

22.1 Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either
party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or
otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the
assumption of any obligation or liability and the exercise of any right or power).

23 Third party rights

23.1 The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where
applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

24 Notices

24.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be
delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a
company) or its principal place of business (in any other case); or sent by email to the address specified in the Dashboard.
24.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day
after posting; or
(c) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when
Normal Business Hours resume.

24.3 This clause 24 does not apply to the service of any proceedings or other documents in any legal action or, where applicable,
any other method of dispute resolution.

25 Governing law

25.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including
non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

26 Jurisdiction

26.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or
claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes
or claims).

Schedule 1
Definitions and Interpretation
1.1 The definitions and rules of interpretation in this Schedule 1 apply in these Conditions:
Authorised Users: those employees, agents and independent contractors of the Client who are authorised by the Client to
use the Services, as further described in clause 3.2(d).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for
business.
Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of
control shall be interpreted accordingly.
Conditions: these terms and conditions as amended by FreshPay from time to time.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.1.
Commencement Date: as defined in clause 1.2.
Contract: the contract between FreshPay and the Client for the supply of Services in accordance with these Conditions.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Client: the person or company who purchases the Services from FreshPay.
Client Data: the data inputted by the Client, Authorised Users, or FreshPay on the Client’s behalf for the purpose of using
the Services or facilitating the Client’s use of the Services.
Client Default: has the meaning set out in clause 8.3.
Dashboard: the online portal made available to the Client by FreshPay online via www.freshpay.cloud or such other web address notified by FreshPay to the Client from time to time in which the Client can register an account and which sets out the requirement and/or specification for the Services, Subscription Fees and user instructions for the Services and via which the Client can subsequently update and amend the User Subscriptions.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK
including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and
Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory

requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without
limitation, the privacy of electronic communications);
FreshPay: FreshPay Limited registered in England and Wales with company number 13203976.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies,
whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to
either the Client or an Authorised User relating to security of network and information systems and security breach and
incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission
Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as
amended or updated from time to time.
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Order: the Client’s order for Services as set out in the Dashboard.
Services: the subscription services provided by FreshPay to the Client under the Contract via www.freshpay.cloud or any
other website notified to the Client by FreshPay from time to time, as more particularly described in the Dashboard.
Software: the online software application(s) provided by FreshPay as part of the Services.
Subscription Fees: the subscription fees payable by the Client to FreshPay for the User Subscriptions, as set out on FreshPay’s website (and amended from time to time) and confirmed in the Dashboard and as may be amended from time to
time.
Subscription Start Date: the date on which the Subscription Term commences.
Subscription Term: the term of the Contract as set out in clause 14.2, commencing after the end of the Trial Period.
Support Services Policy: FreshPay’s policy for providing support in relation to the Services as made available at
www.freshpay.cloud or such other website address as may be notified to the Client from time to time.
Term: has the meaning given in clause 14.2.
Territory: shall be limited to the United Kingdom.
Trial Period: has the meaning given in clause 14.1.
User Subscriptions: the user subscriptions purchased by the Client pursuant to clauses 3 and 9 via the Dashboard, which entitle Authorised Users to access and use the Services in accordance with the Contract.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise
adversely affect the operation of any computer software, hardware or network, any telecommunications service,
equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the

operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering
or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that
when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities
shall be interpreted accordingly.
1.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the
singular and a reference to one gender shall include a reference to the other genders.
1.3 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract and shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.
1.4 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as
illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.5 A reference to writing or written excludes fax but not email.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

• By visiting this page on our website: freshpay.cloud/contact/