Terms and Conditions

1. Introduction and Definitions

1.1 The Payaca Platform: Payaca provides an online platform via mobile and web apps offering features including CRM, job management, quoting, invoicing, scheduling, and third-party integrations.

1.2 Provider: The Payaca Platform is owned and operated by Payaca Limited, a company incorporated in England and Wales (company number 11173058, registered office at Queen Charlotte House, 53-55 Queen Charlotte Street, Bristol, BS1 4HQ).

1.3 Agreement: These terms govern the binding agreement between Payaca and the registered user ("Customer"). The Agreement commences upon registration and subscription.

1.4 Exclusion of Other Terms: These Conditions apply to the exclusion of any other terms the Customer seeks to impose or incorporate.

1.5 Definitions: Capitalised terms have meanings given in Schedule 1 or within relevant clauses.

2. Platform Access and Use

2.1 Licence Grant: Subject to payment and compliance, Payaca grants a non-exclusive, non-transferable, non-sublicensable right for Authorised Users to access and use the Platform for the Customer's internal business operations.

2.2 User Seats: The maximum number of Authorised Users cannot exceed purchased User Seats, and seats cannot be shared between individuals.

2.3 Audits: Payaca reserves the right to audit User Seat compliance, with invoicing for any discovered underpayment.

2.4 Usage Restrictions: The Customer shall not:

• Copy, modify, duplicate, or distribute any portion of the Platform Software or Content
• Attempt decompilation or reverse-engineering
• Access the Platform to build competing products or services
• Use the Platform to provide services to third parties
• Attempt unauthorised access
• Introduce viruses or vulnerabilities into Payaca's systems

2.5 Scope: Rights are granted to the Customer only, not subsidiaries or holding companies.

3. Customer Obligations

3.1 Account Information: The Customer warrants all registration information is true, accurate, and complete, and will be kept current.

3.2 Account Security: The Customer is responsible for ensuring Authorised Users maintain password confidentiality and immediately notify Payaca of suspected unauthorised access.

3.3 Authorised User Conduct: The Customer is responsible for all activities through Authorised User accounts and ensuring compliance with these Conditions.

3.4 Prohibited Content: The Customer shall ensure Authorised Users do not access, store, distribute, or transmit unlawful, harmful, threatening, defamatory, obscene, or infringing material, or viruses.

3.5 Client Communications: The Customer has sole responsibility for the legality, accuracy, and content of all quotes, invoices, and communications generated via the Platform and sent to clients.

3.6 Compliance with Laws: The Customer shall comply with all applicable laws and regulations.

4. Payaca Obligations

4.1 Availability: Payaca shall use reasonable endeavours to maintain 24/7 availability except for:

• Planned maintenance (typically 6:00 pm - 6:00 am UK time, where notified)
• Unscheduled emergency maintenance (reasonable notice will be provided)

4.2 Internet Dependency: The Customer acknowledges the Platform is internet-based and may experience inherent limitations, delays, and issues.

4.3 Platform Changes: Payaca reserves the right to modify Platform functionality to address customer needs, comply with laws, or add/improve features.

4.4 Technical Support: Payaca provides standard support during UK business hours (9:00 am - 5:30 pm, Monday-Friday, excluding public holidays).

4.5 Standard of Care: Payaca warrants it will provide services with reasonable care and skill.

4.6 "As Is" Basis: The Payaca Platform, Content, and any integrated Financing Options are provided "as is".

5. Mandatory Supported Setup Service

5.1 Requirement: All new Customers commencing their Initial Subscription Term on or after 1st April 2025 must purchase the Supported Setup Service.

5.2 Scope and Inclusions: The service comprises two full days of remote support during Payaca's business hours, including:

• Configuring pipelines, tags, event templates, and proposal templates
• Planning, creating, and configuring automations
• Creating and configuring custom forms
• Creation of specific training guides/materials
• Importing Customer Data provided by the Customer

5.3 Exclusions: The service explicitly excludes:

• Data extraction from existing/legacy systems
• Importing previous quotes, invoices, job sheets, or historical documents
• Data cleansing/validation
• On-site support
• Support exceeding two days (additional support available separately)

5.4 Customer Responsibilities for Data Import: The Customer is responsible for extracting relevant data from source systems. Data must be provided in Payaca-specified formats (e.g., CSV). The Customer warrants rights to provide the data and its accuracy.

5.5 Charges and Payment: See Clause 6.2.

6. Charges and Payment

6.1 Subscription Charges: The Customer shall pay subscription fees for the chosen package as specified on the Platform or otherwise agreed in writing.

6.2 Supported Setup Service Charge: The charge for the mandatory two-day Supported Setup Service is to be confirmed prior to this agreement starting.

6.3 Payment Method & Authorisation: The Customer shall provide valid payment information and authorise Payaca to collect Charges.

6.4 Payment Timing: Subscription Charges are payable in advance (monthly or annually) from the Commencement Date. The Setup Charge is payable with the first Subscription Charges payment.

6.5 Failed Payments: If payment fails, Payaca may suspend Platform access without liability until payment is received.

6.6 Non-Refundable: Unless required by law, all Charges are non-refundable.

6.7 Taxes: All Charges are exclusive of VAT or applicable sales taxes, added at prevailing rates.

6.8 Charge Increases: Payaca reserves the right to increase Charges with at least 30 days' written notice.

7. Term, Termination, and Renewal

7.1 Initial Subscription Term & Minimum Commitment: The Agreement commences on the Commencement Date and continues for a minimum mandatory period of 12 months. The Customer is liable for all Subscription Charges for the entire 12-month period regardless of payment frequency or notice of cancellation.

7.2 Renewal: After the Initial Subscription Term, the Agreement automatically renews for successive 12-month periods unless either party provides cancellation notice.

7.3 Cancellation of Renewal: Either party may prevent renewal by providing written notice at least 30 days before the Initial Subscription Term or Renewal Period end. Cancellation does not terminate the Agreement during the current term or waive payment obligations.

7.4 Termination for Cause: Either party may terminate immediately if the other party:

• Commits a material breach that is irremediable or (if remediable) fails to cure within 30 days
• Repeatedly breaches terms inconsistently with performing the Agreement
• Suspends, ceases, or threatens to cease all or substantial business
• Enters insolvency, administration, receivership, or liquidation proceedings

7.5 Termination for Non-Payment: Payaca may terminate immediately if the Customer fails to pay amounts due on the due date.

7.6 Consequences of Termination: Upon termination:

• All rights and licences immediately terminate
• No refunds of paid Charges are due
• Outstanding Charges become immediately due and payable
• Payaca may destroy Customer Data unless legally required to retain it
• Accrued rights, remedies, obligations, and liabilities survive
• Specified clauses remain in full force and effect

8. Intellectual Property Rights

8.1 Payaca IP: The Customer acknowledges Payaca owns all Intellectual Property Rights in the Platform, Software, and Content, with only the limited licence in Clause 2.1 granted.

8.2 Customer Data: The Customer and its licensors retain ownership of all Intellectual Property Rights in Customer Data.

8.3 Licence to Payaca: The Customer grants Payaca a worldwide, non-exclusive, royalty-free, non-transferable licence to host, copy, transmit, display, and adapt Customer Data solely to provide the Platform.

8.4 Customer Data Responsibility: The Customer has sole responsibility for Customer Data legality, reliability, integrity, accuracy, and quality, warranting that Payaca's use will not infringe third-party rights.

8.5 Backup: Payaca follows standard archiving and backup procedures; in loss or damage events, Payaca will use reasonable commercial endeavours to restore from the latest backup.

9. Confidentiality

9.1 Obligation: Each party shall keep confidential all technical or commercial information concerning the other party's business, products, and services disclosed in connection with this Agreement.

9.2 Use Restriction: The Receiving Party shall use Confidential Information only for exercising rights and performing obligations under the Agreement.

9.3 Disclosure Restriction: Disclosure is limited to employees, agents, or subcontractors needing the information, subject to corresponding confidentiality obligations.

9.4 Exceptions: Obligations do not apply to information that:

• Is or becomes publicly known (not through the Receiving Party's act)
• Was in lawful possession before disclosure
• Is lawfully disclosed by a third party without restriction
• Is independently developed without using the Confidential Information

9.5 Required Disclosure: A party may disclose if required by law, court order, or governmental authority.

9.6 Duration: This clause survives termination for 2 years.

9.7 Publicity: Payaca may identify the Customer as a user of the Payaca Platform in its publicity and marketing materials (including on its website) using the Customer's name and logo, unless the Customer objects in writing.

10. Data Protection

10.1 Compliance: Each party shall comply with all Data Protection Laws. This clause is in addition to existing obligations and rights.

10.2 Roles: The Customer is the data controller and Payaca is the data processor regarding personal data in Customer Data. Schedule 2 outlines the processing scope, nature, purpose, duration, data types, and data subject categories.

10.3 Payaca's Obligations as Processor: Payaca shall:

• Process Customer Personal Data only on documented Customer instructions
• Implement appropriate technical and organisational security measures
• Ensure authorised personnel commit to confidentiality
• Assist the Customer in responding to data subject requests
• Notify the Customer without undue delay of Personal Data Breaches
• At Customer direction, delete or return Customer Personal Data upon termination
• Maintain compliance records and permit reasonable audits

10.4 Sub-processors: The Customer authorises Payaca to appoint sub-processors (as listed on Payaca's website). Payaca shall impose equivalent obligations, remain liable, and inform the Customer of changes.

10.5 International Transfers: The Customer authorises Payaca to transfer Customer Personal Data outside the UK/EEA as required, provided compliance with Data Protection Laws.

11. Third-Party Products and Services

11.1 Integrations: The Platform may integrate with third-party platforms, services, or products (e.g., Xero, QuickBooks, Stripe, Spruce).

11.2 Third-Party Terms: Third-Party Products are provided by third parties, not Payaca, and are subject to their terms. Payaca is not responsible for availability, performance, or issues.

11.3 Payaca's Role: Payaca's role is limited to facilitating access or integration; Payaca does not provide advice, review data supplied, or become party to agreements.

11.4 Regulated Products: If regulated Third-Party Products (like financing options) are accessed, the Customer must ensure personnel do not provide advice unless appropriately authorised, and must comply with all applicable laws.

12. Indemnity

12.1 Customer Indemnity: The Customer shall indemnify Payaca against claims arising from:

• The Customer's or Authorised Users' use of the Platform
• Customer Data or Payaca's permitted use infringing third-party rights or breaching Data Protection Laws
• Products, goods, or services provided by the Customer to clients
• Any breach by the Customer or Authorised Users of applicable laws, agreements, or these Conditions

12.2 Payaca Indemnity: Payaca shall indemnify the Customer against claims that the Customer's use of the Platform or Content strictly in accordance with the Agreement infringes UK Intellectual Property Rights, provided:

• Payaca receives prompt written notice
• The Customer provides reasonable cooperation
• Payaca has sole authority to defend or settle

12.3 Infringement Remedies: Payaca may procure the right to continue use, replace or modify the infringing item, or (if impracticable) terminate the Agreement.

12.4 Exclusions to Payaca Indemnity: Payaca has no liability if infringement arises from:

• Modification by anyone other than Payaca
• Use contrary to the Agreement or instructions
• Use after notice of infringement
• Use in combination with non-approved software, data, or equipment

12.5 Sole Remedy: Clauses 12.2-12.4 state the Customer's sole rights and Payaca's entire liability for IP infringement.

13. Limitation of Liability

13.1 Scope: This clause sets out the entire financial liability of each party arising from the Agreement, including contract, tort, negligence, breach of statutory duty, misrepresentation, or other claims.

13.2 Exclusions (Implied Terms): Except as expressly stated in this Agreement, 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 law, excluded from this Agreement.

13.3 Unlimited Liability: Nothing excludes liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability which cannot legally be limited or excluded

13.4 Excluded Losses: Neither party is liable for:

• Loss of profits
• Loss of business or business opportunity
• Loss of revenue or turnover
• Loss of anticipated savings
• Loss of goodwill or reputation
• Wasted expenditure
• Loss or corruption of data
• Loss under other contracts
• Any special, indirect, or consequential loss

13.5 Liability Cap: Each party's total aggregate liability during any 12-month period shall be limited to 100% of the total Charges paid and/or payable by the Customer during that 12-month period.

13.6 Indemnity Cap: Each party's aggregate liability for indemnities is limited to £1,000,000 per claim.

13.7 Customer Responsibility: The Customer assumes sole responsibility for results from Platform use and assumes no liability for Payaca's errors or omissions in Customer-provided information.

13.8 Force Majeure: Neither party is liable for failures caused by acts beyond reasonable control, including strikes, utility failures, acts of God, war, natural disasters, or supplier defaults. If a Force Majeure Event continues more than 60 days, the unaffected party may terminate.

14. General Terms

14.1 Entire Agreement: This Agreement constitutes the entire agreement and supersedes all prior agreements, negotiations, or understandings.

14.2 Variation: No variation is effective unless in writing and signed by authorised representatives.

14.3 Waiver: No failure or delay in exercising rights constitutes a waiver or prevents further exercise.

14.4 Assignment and Other Dealings: The Customer cannot assign without written consent. Payaca may assign to successors or subcontractors with reasonable notice.

14.5 Relationship: Nothing creates a partnership or authorises either party to act as the other's agent.

14.6 Third-Party Rights: The Agreement does not confer rights on third parties under the Contracts (Rights of Third Parties) Act 1999.

14.7 Notices: Written notices may be delivered by hand, pre-paid first-class post, recorded delivery, or email to designated addresses. Notices are deemed received at specified times depending on delivery method.

14.8 Severability: If any provision is invalid, it shall be deemed modified minimally to be valid, or deleted if modification is impossible.

14.9 Dispute Resolution: If a dispute arises, parties shall attempt negotiation for 21 days, then consider mediation in good faith before commencing court proceedings.

14.10 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction.

Schedule 1 – Definitions

Agreement: Meaning given in Clause 1.3.

Applicable Law: Any applicable laws, statutes, regulations, regulatory policies, guidelines, or industry codes.

Authorised User: An individual employee, agent, or contractor authorised by the Customer to use the Platform via a User Seat.

Business Day: A day other than Saturday, Sunday, or public holidays in England.

Charges: Subscription Charges and Setup Charge collectively.

Client Communications: Meaning given in Clause 3.5.

Commencement Date: Meaning given in Clause 1.3.

Conditions: These terms and conditions as amended from time to time.

Confidential Information: Meaning given in Clause 9.1.

Content: Text, information, data, images, video, or audio published by Payaca or third parties on the Platform (excluding Customer Data).

Customer: The person or entity registered to use the Platform.

Customer Data: Data inputted by the Customer or Authorised Users, or by Payaca on the Customer's behalf for Platform use, including Customer Personal Data.

Customer Personal Data: Meaning given in Clause 10.2.

Data Protection Laws: All applicable data protection and privacy legislation in the UK including UK GDPR, Data Protection Act 2018, Privacy and Electronic Communications Directive, Privacy and Electronic Communications Regulations, and ICO guidance.

Financing Options: Third-party financing products accessible via the Platform.

Force Majeure Event: Meaning given in Clause 13.8.

Initial Subscription Term: Meaning given in Clause 7.1 (minimum 12 months).

Intellectual Property Rights: Patents, utility models, inventions, copyright, trade marks, trade names, domain names, goodwill rights, design rights, database rights, moral rights, and confidential information rights (whether registered or not).

Payaca: Payaca Limited, details in Clause 1.2.

Payaca Platform: Meaning given in Clause 1.1.

Personal Data Breach: Meaning given in Data Protection Laws.

Purpose: Meaning given in Schedule 2.

Renewal Period: Meaning given in Clause 7.2.

Setup Charge: Meaning given in Clause 6.2.

Software: Underlying software applications provided as part of the Platform.

Subscription Charges: Meaning given in Clause 6.1.

Supported Setup Service: Meaning given in Clause 5.

Term: Initial Subscription Term together with any subsequent Renewal Periods.

Third-Party Products: Meaning given in Clause 11.1.

UK GDPR: Meaning given in Data Protection Act 2018.

User Seat: Subscription entitling one Authorised User to access and use the Platform.

Virus: Any thing or device (software, code, file, program) preventing or impairing computer operation, including worms and trojan horses.

Vulnerability: A weakness in computational logic found in software/hardware that, when exploited, negatively impacts confidentiality, integrity, or availability.

VAT: Value added tax chargeable under the Value Added Tax Act 1994.

Schedule 2 – Data Protection Details

1. Processing by Payaca

1.1 Scope, Nature, and Purpose of Processing ("Purpose"): Processing personal data provided by the Customer to Payaca to enable the Platform services, including CRM, job management, quoting, invoicing, scheduling, communications, integrations, support, maintenance, and account management. Processing occurs in electronic form.

1.2 Duration of Processing: For the Agreement Term, plus any period required for post-termination data deletion/return.

2. Types of Personal Data Processed

• Authorised User Data: Name, email address, telephone number, job title/role, user credentials, usage data
• Customer's Client/Contact Data: Name, email address, physical address, telephone number, job site details, quote/invoice details, communication history, appointment details, payment information, and any other personal data inputted regarding clients, leads, suppliers, or contacts

3. Categories of Data Subjects

• Authorised Users of the Customer
• The Customer's clients, potential clients, suppliers, subcontractors, and other business contacts

4. Customer's Obligations (as Controller)

The Customer is responsible for ensuring:

• The lawfulness of processing Customer Personal Data, including valid legal bases
• The accuracy, quality, and legality of Customer Personal Data
• Providing necessary privacy notices to data subjects
• Managing data subject requests, with Payaca providing assistance

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