Legal

General Terms & Conditions

Workfree Limited trading as PAIDD  ·  Version 2.2  ·  29 September 2026

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Incorporated by reference into the Partnership Agreement

Workfree Limited (trading as PAIDD) | Company Number: 13799043
128 City Road, London, EC1V 2NX, United Kingdom
hello@paidd.io | www.paidd.io

1. Introduction

These General Terms and Conditions ("General Terms") govern access to and use of PAIDD's early payment discount platform ("Platform"). They are incorporated by reference into the Partnership Agreement between PAIDD and the Customer.

For Properties on decentralised billing: by accepting these General Terms and providing payment details, the Property agrees to pay fees directly to PAIDD as specified in the applicable Partnership Agreement and is bound by the relevant obligations herein.

2. Definitions

  • Customer: the entity that signed a Partnership Agreement with PAIDD
  • Agreement: the Partnership Agreement and these General Terms together
  • Success Fee: the fee payable by the Customer on early payment discounts captured through the Platform, at the rate set out in the Partnership Agreement
  • Property: an individual hotel, resort, or hospitality site operated or managed by the Customer
  • Administrator: designated user or users with platform access and management rights
  • EPD: an Early Payment Discount captured through the Platform
  • User: any individual accessing the Platform on behalf of the Customer or a Property
  • Fees: the charges payable by the Customer as defined in the Partnership Agreement
  • Customer Data: all data, information and content submitted to or generated through the Platform by or on behalf of the Customer, a Property, or a User
  • Force Majeure: any circumstance beyond a party's reasonable control, including natural disasters, government action, cyber attack, and failure of infrastructure or telecommunications

3. Service Description

PAIDD provides an early payment discount platform enabling suppliers to request early payment in exchange for dynamic discounts set by the Customer. The Platform includes:

  • Supplier portal for requesting payment acceleration on approved invoices
  • Automated invoice status email notifications
  • Dashboard and reporting for EPD tracking
  • Group features for multi-Property Customers, including consolidated reporting and property management

The service is free and voluntary for suppliers.

4. Right of Use

4.1 Licence

Subject to these General Terms, PAIDD grants the Customer a non-exclusive, non-transferable right to access the Platform for internal business purposes. This licence extends to the Customer's Administrators, Properties, and Users.

4.2 Prohibited Uses

The Customer, Properties, and Users may not:

  • Resell or redistribute services
  • Use services to compete with PAIDD
  • Reverse engineer or access source code
  • Use services for unlawful purposes
  • Frame or mirror services
  • Attempt to gain unauthorised access to systems or data

5. Fees and Payment

5.1 Fees

The fees payable by Customer, including their structure, rate, and timing, are defined in the Partnership Agreement. These General Terms do not specify fee amounts or types. All fee obligations are governed by the terms set out in the Partnership Agreement.

5.2 Billing

Valid payment details must be provided and verified before account activation. All fees are collected via card payment processed by Stripe. Under centralised billing, fees for all Properties are consolidated and charged to the Customer's card on file. Under decentralised billing, each Property must accept these General Terms and provide valid payment details before activation; Properties are charged directly for their own fees and the Customer remains jointly liable for unpaid Property fees.

5.3 Taxes

All fees exclude VAT and applicable taxes. The Customer is responsible for all taxes unless a valid exemption certificate is provided. PAIDD will add VAT where legally required.

5.4 Failed Payments

Failed payments will be retried automatically. Accounts with outstanding payments may be suspended until resolved. PAIDD may recover collection costs and legal fees for persistent non-payment.

5.5 Fee Calculation

Success fees are calculated from Platform records, which are the definitive record of early payment discounts captured. The Customer may query an invoice within 30 days of issue, and PAIDD will provide supporting data.

6. Term and Termination

6.1 Term

This Agreement runs for the term specified in the Partnership Agreement, renewing automatically unless terminated in accordance with this clause.

6.2 Termination for Convenience

Either party may terminate with 30 days' written notice prior to a renewal date. Any fees paid in advance are non-refundable on early termination unless otherwise stated in the Partnership Agreement.

6.3 Termination for Cause

Either party may terminate immediately for:

  • Material breach unremedied after 30 days' written notice
  • Insolvency, bankruptcy, or appointment of a receiver
  • Ceasing business operations
  • Force Majeure lasting more than 28 days

6.4 Effect of Termination

Upon termination:

  • Access rights expire for the Customer and all Properties
  • Outstanding fees become immediately due
  • Data export assistance is provided for 30 days, as set out in clause 15
  • Customer Data is deleted or returned, at the Customer's choice, after the 30-day export period, unless retention is required by law
  • Outstanding early payment commitments to suppliers must still be honoured

7. Customer and Property Obligations

7.1 General Obligations

The Customer and Properties agree to:

  • Comply with all applicable laws
  • Maintain credential security and notify PAIDD immediately of any unauthorised access
  • Maintain accounting and ERP integration and provide accurate supplier and payment data
  • Add suppliers to the Platform
  • Ensure all Users comply with these General Terms

7.2 Supplier Payment Obligations

The Customer and Properties must fulfil all payment obligations to suppliers. When an early payment request is accepted, the Customer commits to pay by the accelerated date specified. The discount may not be taken if unable to pay by the accelerated date. Failure to honour early payment commitments may result in Platform suspension, a requirement to refund incorrectly taken discounts, or termination for repeated violations.

7.3 Joint Liability

Where the Customer manages multiple Properties, the Customer and Properties are jointly and severally liable for each Property's compliance with supplier payment obligations, refunds owed to suppliers due to any Property's breach, and all fees owed to PAIDD. If a Property fails to pay fees, PAIDD may seek payment from the Customer.

7.4 PAIDD Monitoring

PAIDD monitors early payment commitments and reserves the right to notify affected suppliers and facilitate dispute resolution. PAIDD may suspend individual Properties for violations without affecting other Properties.

7.5 Credit Notes

When an early payment discount is agreed, PAIDD generates a credit note on behalf of the supplier reflecting the discount, and makes it available to the Customer and the supplier simultaneously through the Platform. Where the Platform is integrated with the Customer's accounting or ERP system, credit notes are posted directly to the Customer's ledger. The Customer authorises this posting when it launches an early payment programme; individual credit notes do not require separate approval. The Customer accepts credit notes generated through the Platform as the record of the discount, and accepts corresponding debit notes where an early payment is cancelled or rescheduled. The Customer is responsible for reconciling these documents in its own accounting systems and for the correct tax treatment of discounts in its own jurisdiction.

8. Property Management

8.1 Adding Properties

The Customer may add Properties at any time via the dashboard. For decentralised billing, each Property must accept these General Terms and provide valid payment details before activation.

8.2 Removing Properties

The Customer may remove Properties from active use at any time with no penalty, and remains responsible for any outstanding fees for removed Properties.

8.3 Property Sale or Disposal

If the Customer sells or disposes of a Property, the Customer must notify PAIDD within 30 days. The Agreement terminates for that Property. The Customer remains responsible for any outstanding fees.

9. Intellectual Property

9.1 PAIDD IP

PAIDD retains all intellectual property rights in the Platform, including software, algorithms, designs, documentation, and trademarks. Nothing in these General Terms transfers any IP rights to the Customer.

9.2 Customer Data

The Customer retains ownership of Customer Data and grants PAIDD a licence to use it to provide and improve the Platform, and as set out in clause 10.6.

9.3 Feedback

The Customer assigns to PAIDD all rights in any feedback, suggestions, or ideas provided regarding the Platform, for product improvement purposes.

10. Data Protection

10.1 Compliance

Both parties comply with the UK GDPR, the EU General Data Protection Regulation (EU GDPR) and the Data Protection Act 2018, as applicable. PAIDD's Privacy Policy at www.paidd.io/legal/privacy-policy applies.

10.2 Data Processing Agreement

PAIDD's Data Processing Agreement at www.paidd.io/legal/data-processing-agreement applies to all processing of personal data under these General Terms.

10.3 International Transfers

Personal data transferred from the European Economic Area to PAIDD's systems in the United Kingdom is transferred on the basis of the European Commission's adequacy decision for the United Kingdom of 19 December 2025. Where personal data is transferred to a country without an adequacy decision, appropriate safeguards are put in place.

10.4 Security

PAIDD implements appropriate technical and organisational security measures, including encryption in transit (TLS 1.2 or higher), single-use sign-in codes, audit logging, error and security-event monitoring, and secure cloud infrastructure hosted in the UK (DigitalOcean, London) and the EU (AWS, Stockholm). See our Trust Centre at www.paidd.io/trust-center for further detail.

10.5 Breach Notification

In the event of a personal data breach affecting Customer data, PAIDD will notify the Customer without undue delay and in any event within 24 hours of becoming aware.

10.6 Data Usage

PAIDD may use Customer Data to create anonymised, aggregated data that does not identify the Customer, any Property, any supplier or any individual. Aggregated data is not Customer Data. PAIDD owns aggregated data and may use it to improve and develop its products and services, and for benchmarking and analytics. This clause survives termination.

10.7 Data Retention

Active data is retained during the term. Post-termination, 30 days read-only access is provided for export. After that period, Customer Data is deleted or returned, at the Customer's choice, unless retention is required by law. PAIDD's own accounting records relating to fees charged to the Customer are retained for 6 years as required by UK tax law; this does not extend to Customer Data.

10.8 Sub-processors

PAIDD uses GDPR-compliant sub-processors as listed in the Data Processing Agreement. PAIDD will give the Customer notice of any intended addition or replacement of a sub-processor, and the Customer may object on reasonable data protection grounds.

10.9 Multi-Property Access

Where the Customer manages multiple Properties, the Administrator has full access to all Property data for consolidated reporting. Properties cannot access other Properties' data unless granted permission by the Customer.

11. Warranties and Support

11.1 PAIDD Warranties

PAIDD warrants that Platform availability will be 99.5% excluding scheduled maintenance, that services will be provided with reasonable skill and care, and that the Platform will perform substantially as described.

11.2 Customer Warranties

The Customer warrants that it has authority to enter the Agreement and bind the organisation and Properties, that Customer Data does not violate laws or third-party rights, that billing information is accurate, and that it is responsible for all User activities.

11.3 Support

Support is available via in-platform AI assistant, 24 hours a day, and by email at hello@paidd.io. Human support is available during UK business hours, 9am to 5pm GMT, Monday to Friday. Requests outside business hours are addressed on the next business day.

11.4 Disclaimer

Services are provided as-is without additional warranties. PAIDD does not provide financial, legal, or tax advice.

12. Limitation of Liability

12.1 Unlimited Liability

Neither party excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any matter that cannot be legally excluded.

12.2 Excluded Damages

Neither party is liable for indirect, consequential, or special damages including lost profits, business interruption, wasted management time, or loss of data beyond data protection obligations, even if advised of the possibility of such damages.

12.3 Liability Cap

Each party's total liability is limited to the total fees paid during the 12 months preceding the claim.

13. Indemnification

13.1 PAIDD Indemnity

PAIDD will indemnify the Customer against third-party claims that the Platform infringes intellectual property rights, provided the Customer promptly notifies PAIDD in writing, grants PAIDD control of the defence and settlement, and provides reasonable cooperation.

13.2 Customer Indemnity

The Customer will indemnify PAIDD against claims arising from the Customer's or any Property's breach of these General Terms, from Customer Data violating laws or third-party rights, or from misuse of the Platform by the Customer, Properties, or Users.

14. Confidentiality

Both parties agree to protect confidential information with reasonable care, to use it only for the purposes of the Agreement, to limit disclosure to employees with a need to know, and to return or destroy it upon termination. Either party may disclose confidential information where required by law, with advance notice to the other party when legally permissible. This clause does not restrict PAIDD's use of data under clauses 9.2 and 10.6.

15. Data Export

Upon termination, PAIDD provides data export in standard formats (CSV, Excel, PDF), a 30-day window with read-only access, and transition assistance on a time-and-materials basis if requested. After the 30-day window, Customer Data is deleted or returned, at the Customer's choice.

16. Force Majeure

Neither party is liable for delay or failure to perform due to Force Majeure. The affected party must notify the other promptly. Either party may terminate if Force Majeure continues for more than 28 days.

17. Notices

Notices under these General Terms or the Partnership Agreement must be in writing and sent to the other party's registered address, or by email to the address each party designates for this purpose. Notice is deemed given on delivery, or on the next business day if sent outside business hours.

18. General

18.1 Order of Precedence

Where these General Terms conflict with the Partnership Agreement, the Partnership Agreement prevails.

18.2 Changes

PAIDD may update these General Terms on 30 days' notice by email or Platform notification. Continued use after the notice period constitutes acceptance. Material changes require the Customer's affirmative consent.

18.3 Assignment

Neither party may assign or transfer this Agreement without the other's prior written consent, such consent not to be unreasonably withheld. Either party may assign to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all assets, on written notice.

18.4 Entire Agreement

The Partnership Agreement and these General Terms constitute the entire agreement between the parties regarding the Platform.

18.5 Severability

If any provision is held invalid, the remaining provisions continue in effect.

18.6 Third Party Rights

A person who is not a party has no right to enforce any term under the Contracts (Rights of Third Parties) Act 1999.

19. Governing Law and Disputes

These General Terms are governed by English law and the exclusive jurisdiction of the English courts. Disputes will be addressed through 30 days' good faith negotiation, then mediation, before litigation in the courts of England and Wales.

20. Contact

For questions about these General Terms, contact hello@paidd.io.