Subbo terms of service (DRAFT)

DRAFT for solicitor review. Not in force. Every legal judgement, number and placeholder is marked [SOLICITOR TO CONFIRM]. Plain English on purpose; the solicitor may tighten it.

Version: draft 1. Last updated: [date].

1. Who we are and what this is

These terms are between [HARRY: company legal name, number, address] ("Subbo", "we") and the business that signs up ("you", "the firm"). By creating an account you agree to them. The person signing up confirms they can bind the firm [SOLICITOR TO CONFIRM; also whether sole traders count as consumers, in which case consumer law applies and clauses need changing].

2. What Subbo is, and what it is not

2.1 Subbo is software only. It helps you verify subcontractors with HMRC, work out CIS deductions, build pay runs, make a bank file, prepare the monthly CIS300 figures, run right-to-work checks and give workers their own app. 2.2 We never hold, receive, send or move your money or your workers' money. You pay your workers and HMRC from your own bank account. Subbo produces a bank file (and may later connect to your bank at your instruction); you approve and make every payment. [SOLICITOR TO CONFIRM that this does not make Subbo a payment service provider; open banking is a separate question.] 2.3 We are not an accountant, tax adviser, payroll bureau, immigration adviser or legal adviser, and nothing in Subbo is advice. We are not a recognised agent for HMRC. [SOLICITOR TO CONFIRM wording; update if we gain HMRC recognition.] 2.4 At the moment HMRC verification is simulated in some parts and you file the CIS300 on HMRC's own website, then tell Subbo you have filed. [Update when real HMRC connections go live.] [SOLICITOR TO CONFIRM whether to describe this in the terms or in the product description.]

3. You stay legally responsible

3.1 You, not Subbo, are legally responsible for: deciding whether someone is a subcontractor or an employee; verifying subcontractors; the CIS deductions you make and pay over; filing correct and timely returns and giving correct statements; paying workers the right amount on time; checking and keeping right-to-work evidence; and everything you tell HMRC. 3.2 Subbo's calculations, reminders, status badges ("verified", "right to work valid") and default rules are aids. You must check them. You must review every pay run, bank file and return before you approve, pay or file. 3.3 Rates, rules and dates change (CIS rates, tax month, bank holidays, right-to-work rules). We try to keep them up to date but they may be out of date or wrong. You should have an accountant and, for right to work, appropriate advice. [SOLICITOR TO CONFIRM; note the right-to-work default rules are unverified against current Home Office guidance, GUARDRAILS G-124.] 3.4 Penalties, interest, civil penalties for illegal working, and claims from workers are your responsibility, except to the extent the law does not allow us to exclude our liability (section 11).

4. Your account

4.1 Give accurate information and keep your sign-in secure. You are responsible for what happens under your accounts. We strongly recommend two-step login for owners. [Owners may be required to use it later.] [SOLICITOR TO CONFIRM] 4.2 People join your firm by invitation. You decide who is an owner, manager or worker and are responsible for their access. 4.3 You must have a lawful reason (and tell your workers) for the personal data you put in. See the data processing agreement.

5. Acceptable use

Do not: use Subbo for anything unlawful or to evade tax or immigration rules; enter data you have no right to; try to break, probe or overload the service; share access outside your firm; resell the service [SOLICITOR TO CONFIRM; consider a limit on reverse engineering]. We may suspend access for serious breaches or security risks, and will tell you why unless the law prevents it.

6. Fees

6.1 Fees: [SOLICITOR TO CONFIRM / HARRY: pricing model, e.g. £[x] per [firm / active worker] per month, billing day, currency, VAT]. A free trial of [x] days [placeholder]. 6.2 We will give [30] days' written notice of fee changes [SOLICITOR TO CONFIRM]. Fees are non-refundable except [placeholder] [SOLICITOR TO CONFIRM; consumer cancellation rights if applicable]. 6.3 Our fees are collected by [payment provider, to be chosen]. This is the only money we handle, and it is only our own fee. 6.4 Late payment: [placeholder interest and suspension terms] [SOLICITOR TO CONFIRM; Late Payment of Commercial Debts Act].

7. Your data

7.1 You own your data. We use it only to provide the service, under our data processing agreement and privacy notice. For worker data, you are the controller and we are the processor. 7.2 You can export your data at any time. We keep the records the law says must be kept (see retention schedule) and some can't be deleted while that period runs. [SOLICITOR TO CONFIRM how this works when a firm ends the contract: who keeps the CIS and right-to-work records, for how long, and our obligations to return or delete.] 7.3 After the contract ends we [delete or return] your data within [90] days, except where law requires us to keep it [SOLICITOR TO CONFIRM].

8. Service levels and changes

8.1 We aim to keep Subbo available but do not promise it will be uninterrupted or error free. [Target uptime: placeholder, if any.] We do not currently have a formal backup guarantee. [HARRY: update once paid database backups and a restore test are in place (GUARDRAILS G-252). SOLICITOR TO CONFIRM wording.] 8.2 We may change features, and will give reasonable notice of changes that harm you [SOLICITOR TO CONFIRM]. 8.3 Worker-facing text is provided in several languages. Some translations are first drafts and the English version is the one that counts [SOLICITOR TO CONFIRM].

9. Our intellectual property

We own Subbo and its software and branding. You get a non-exclusive, non-transferable right to use it while these terms apply. You keep ownership of your data.

10. Accuracy disclaimer

Subbo is provided "as is" and "as available". We do not promise the figures, statuses, dates, bank file, return or statements are accurate, complete or accepted by HMRC, banks or any authority, and we do not promise to find every error, fraud or ineligible worker. [SOLICITOR TO CONFIRM the extent of exclusion allowed (Unfair Contract Terms Act reasonableness test; consumer law).]

11. Liability

11.1 Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else the law does not allow to be limited. 11.2 We are not liable for: loss of profit, revenue, business or goodwill; indirect or consequential loss; HMRC penalties and interest, civil penalties, or tax unpaid or wrongly paid by you; losses caused by your failure to check outputs or follow section 3; or events beyond our reasonable control. [SOLICITOR TO CONFIRM each exclusion.] 11.3 Our total liability to you in any 12 months is limited to [£[x] / [x] times the fees paid in the previous 12 months] [SOLICITOR TO CONFIRM figure and whether it is reasonable]. 11.4 Separate cap for data protection claims: [£[x]] [SOLICITOR TO CONFIRM; align with the data processing agreement]. 11.5 Insurance: [Harry to check whether professional indemnity and cyber cover is needed and in place before launch; none assumed here.]

12. Indemnity

You will [compensate us for third-party claims caused by your breach of section 5, your unlawful use of data or your tax and employment decisions] [SOLICITOR TO CONFIRM whether to include at all].

13. Ending the contract

13.1 You can cancel at any time [with notice of x] from the account settings or by email. We can end it with [30] days' notice, or at once for serious breach, non-payment or legal risk [SOLICITOR TO CONFIRM]. 13.2 On ending, section 7 applies. Sections that should survive (liability, data, law) survive.

14. General

Entire agreement; changes to these terms with [30] days' notice; no waiver; if part is unenforceable the rest stands; no assignment without consent except to a successor to our business; no third-party rights; notices by email to the addresses on the account. [SOLICITOR TO CONFIRM boilerplate.] Governing law: England and Wales; courts of England and Wales [SOLICITOR TO CONFIRM; consider Scotland and Northern Ireland firms]. Contact: [HARRY email and address].