Legal
Terms of Service
Last updated: [date]
These Terms of Service ("Terms") govern access to and use of SubPay (the "Service"), provided by [Company Legal Name] Ltd ("SubPay", "we", "us", "our"), a company registered in England and Wales under company number [company number], registered office at [registered address].
By creating an account or using the Service, you agree to these Terms. If you're agreeing on behalf of a company, you confirm you have authority to bind that company, and "you" in these Terms means that company.
What SubPay is
SubPay is a subscription software service that helps construction subcontractors and main contractors track contracts, payment applications, payment notices, retention, and CIS deductions.
SubPay is not a legal, accounting, or tax adviser, and nothing in the Service constitutes legal advice.
In particular, the notice-deadline tracking, notice-compliance flagging, and any generated notice documents are provided to help you organise your own record-keeping โ they are not a substitute for independent legal advice on your specific contract, and we do not guarantee that following them will ensure compliance with the Housing Grants, Construction and Regeneration Act 1996 (as amended) or any other law. You remain responsible for your own compliance and for seeking professional advice where needed.
Accounts and workspaces
- You must provide accurate information when creating an account and keep it up to date.
- Each workspace represents one business/company account. The person who creates a workspace is its owner and can invite other members.
- Workspace owners are responsible for who they invite and what access those members are given. Members within a workspace can generally see the commercial data (contracts, applications, payments, notices) held in that workspace.
- You're responsible for keeping your sign-in access secure. Sign-in is passwordless โ a six-digit code is sent to your registered email each time, so keeping that email account secure is equivalent to keeping your SubPay account secure.
- You must be old enough to enter into a binding contract in your jurisdiction and be using the Service for legitimate business purposes.
Subscription and billing
- SubPay is offered on a paid subscription basis. Current pricing is shown at [subpay.co.uk/pricing] and may change from time to time, with notice given before any change affects your existing subscription.
- Payment is collected via Stripe on a recurring basis (currently monthly). By subscribing, you authorise us to charge your payment method on each renewal until you cancel.
- A workspace has no access to core features of the Service until an active subscription is in place. There is no free trial at this time.
- You can cancel at any time. If you cancel, you keep access until the end of your current billing period, after which access to the workspace's features is suspended.
- Refunds: payments already taken are non-refundable except where required by law, including for partial billing periods.
- If a payment fails and isn't resolved, we may suspend access to the affected workspace until payment is brought up to date.
Your data and content
- You (or your business) own the data you enter into SubPay โ your contracts, applications, notices, payment records, and any other content you add. We don't claim ownership of it.
- You're responsible for the accuracy of what you enter. SubPay calculates figures (retention, CIS, VAT, notice deadlines, etc.) based on the information and rules you provide; we're not responsible for decisions made based on inaccurate input.
- You grant us the right to store, process, and display your data as necessary to operate the Service, including generating the documents (such as notice PDFs) you request.
See our Privacy Policy for how we handle personal data specifically.
Acceptable use
You agree not to:
- Use the Service for any unlawful purpose, or to help anyone else do so
- Attempt to gain unauthorised access to any part of the Service, another workspace's data, or our infrastructure
- Interfere with or disrupt the Service, including through excessive automated requests
- Reverse-engineer, decompile, or attempt to extract the source code of the Service
- Use the Service to store or transmit anything unlawful, infringing, or malicious
We may suspend or terminate access for any account that breaches this section.
Intellectual property
The Service itself โ its software, design, and branding โ belongs to us or our licensors. These Terms don't transfer any ownership of the Service to you; they only grant you the right to use it in line with your subscription.
Disclaimers and limitation of liability
- The Service is provided "as is." While we work to keep it accurate and available, we don't guarantee it will be uninterrupted, error-free, or fit for every specific purpose.
- As set out in Section 1, nothing in the Service is legal, tax, or accounting advice. You're responsible for verifying compliance with any law or regulation relevant to your business, including construction payment legislation.
- To the fullest extent permitted by law, our total liability to you for any claim arising from your use of the Service is limited to the amount you paid us in the 12 months before the claim arose.
- We are not liable for indirect or consequential losses, including lost profits, lost contracts, or loss of business opportunity, arising from your use of (or inability to use) the Service.
- Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or anything else that cannot lawfully be excluded under English law.
Termination
- You may stop using the Service and cancel your subscription at any time (see Section 3).
- We may suspend or terminate your access if you breach these Terms, or if your subscription payment fails and isn't resolved within a reasonable period.
- On termination, your right to access the Service ends. We'll retain your data in line with our Privacy Policy's retention terms, and will delete it on request as described there, subject to our legal retention obligations.
Changes to these Terms
We may update these Terms from time to time. If we make material changes, we'll give workspace owners reasonable notice by email or within the Service before the changes take effect. Continued use of the Service after that point means you accept the updated Terms.
Governing law
These Terms are governed by the law of England and Wales, and any dispute will be subject to the exclusive jurisdiction of the courts of England and Wales.
Contact us
[Company Legal Name] Ltd
[Registered address]
[Contact email]