Service Agreement

This Service Agreement ("Agreement") is between you ("Customer" or "you") and Workfree Limited trading as PAIDD ("PAIDD," "we," or "us") and governs your subscription to and use of our e-invoicing platform and related services.

1. General

These General Terms and Conditions ("T&C") together with the Order Confirmation and Special Terms, if any, constitute the entire "Agreement" between the parties. This Agreement governs Customer's access to and use of PAIDD's e-invoicing platform and related services ("PAIDD Services") provided by Workfree Limited (trading as PAIDD), Company Number: 13799043 ("PAIDD"). The PAIDD Services are accessible via www.paidd.io. To the extent of any inconsistency, the Special Terms shall control, followed by the T&C and then the Order Confirmation.

2. Right of Use

2.1 Customer is obligated to access and use the PAIDD Services in accordance with all applicable laws and agrees to accept PAIDD's privacy policy at www.paidd.io/legal/privacy-policy.html. Subject to Agreement terms, PAIDD grants Customer a non-exclusive, non-transferable right to permit authorized users to access PAIDD Services for internal business purposes during the subscription term.

2.2 Customer may not: (i) resell, redistribute, or provide access to third parties; (ii) use services to compete with PAIDD; (iii) reverse engineer or access source code; (iv) exceed subscription supplier limits without upgrading; (v) use services for unlawful purposes; or (vi) frame or mirror services on other servers.

3. Prerequisites

Customer shall be responsible for obtaining and maintaining all hardware, software, and network infrastructure required to access PAIDD Services, and for paying all third-party fees incurred.

4. Account and Password

Customer will receive login credentials and has sole responsibility for all account activities. Customer must maintain credential confidentiality, implement reasonable security measures, and immediately inform PAIDD of any unauthorized account use or security breach.

5. ROI Guarantee

5.1 PAIDD guarantees qualifying customers achieve minimum 5x return on investment within 90 days of platform launch, measured through platform analytics tracking time savings, cost optimization, and compliance automation.

5.2 Qualification requires: (i) processing minimum 150 business invoices during 90-day period; (ii) using platform as designed; (iii) maintaining required integrations; and (iv) participating in measurement process.

5.3 If minimum 5x ROI not achieved, Customer must notify PAIDD within sixty (60) days of the 90-day measurement period completion. Upon verification of non-achievement, PAIDD provides pro-rated refund of unused subscription fees. Claims not made within the 60-day window are waived.

6. Invoicing and Payment

6.1 Customer will be invoiced annually in advance. Customer shall pay all invoices within thirty (30) days after invoice date. Except as provided in Section 5.3 and 8.3, payment obligations are non-cancellable and all fees paid are non-refundable.

6.2 Unless otherwise stated, PAIDD's fees exclude applicable taxes, levies, duties or similar governmental assessments. Customer is responsible for paying all taxes. If PAIDD has legal obligation to collect taxes, appropriate amount shall be invoiced unless Customer provides valid tax exemption certificate.

6.3 If Customer breaches payment terms, PAIDD may suspend or terminate access to services. Late payments incur statutory interest rates. PAIDD reserves right to recover costs and reasonable legal fees for overdue payments.

7. Duration and Cancellation

7.1 Agreement commences on Order Confirmation date and continues for initial term. Thereafter, Agreement extends automatically for equivalent periods at PAIDD's then-current prices, unless cancelled in writing at least sixty (60) days prior to expiration.

7.2 Either party may terminate immediately for: (i) material breach unremedied after thirty (30) days written notice; (ii) insolvency or bankruptcy proceedings; (iii) ceasing business operations; or (iv) Force Majeure events lasting more than 28 days.

7.3 Upon termination, Customer's access rights expire, outstanding subscription fees become due (unless terminating for PAIDD breach), and data export assistance provided for 30 days. Customer Data deleted 90 days after termination unless legally prohibited.

8. Operating Hours and System Maintenance

8.1 PAIDD uses commercially reasonable efforts to ensure continuous service availability 24/7 excluding planned maintenance (minimum 24 hours notice provided).

8.2 Support requests via support@paidd.io during business hours. Response goals: Critical (1 hour), High (4 hours), Standard (8 hours). Resolution goals: Critical (4 hours), High (1 business day), Standard (3 business days).

8.3 If services remain unavailable for more than three (3) business days after Customer notification, PAIDD will issue credit equal to pro-rated daily usage fees for each day services unavailable.

9. Intellectual Property

9.1 PAIDD retains all intellectual property rights in services. Customer retains ownership of Customer Data and grants PAIDD license for service provision during agreement term.

9.2 Customer assigns all feedback rights to PAIDD for product improvement. Customer may not reproduce, copy, or exploit any portion of services for purposes inconsistent with this Agreement.

10. Data Use and Security

10.1 Customer Data remains Customer property. PAIDD processes personal data as necessary for service delivery. PAIDD may use aggregated, anonymised usage data for service improvement and benchmarking without disclosing Customer-specific information.

10.2 PAIDD maintains appropriate security measures including:

• Data in transit encryption via TLS 1.3 for all connections
• Secure authentication with session management
• Access controls limiting platform access to authorized users
• Regular security monitoring and incident response procedures
• Secure cloud infrastructure with appropriate network controls
• Integration security for connections to Customer's accounting systems

10.3 Both parties comply with UK GDPR and applicable data protection laws. PAIDD's Data Processing Agreement focuses on business contact information and platform usage data. The DPA is available at www.paidd.io/legal/data-processing-agreement.html.

11. Warranties and Disclaimers

11.1 PAIDD warrants: (i) services provided with reasonable skill and care in accordance with industry standards; (ii) platform performs substantially as described in documentation; (iii) PAIDD has authority to provide services and comply with applicable laws.

11.2 Customer warrants: (i) authority to enter Agreement and bind organization; (ii) Customer Data doesn't violate laws or third-party rights; (iii) billing information accurate and complete; (iv) responsible for all user activities.

11.3 Except as expressly stated, services provided "as-is" without additional warranties. PAIDD doesn't guarantee uninterrupted, error-free operation.

12. Limitation of Liability

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

12.2 Neither party liable for indirect, consequential, or special damages including lost profits, business interruption, or wasted management time, even if advised of possibility of such damages.

12.3 Subject to excluded liability, each party's total liability limited to total fees paid during 12 months preceding claim.

13. Indemnification

13.1 PAIDD defends Customer against third-party claims that services infringe intellectual property rights, provided Customer promptly notifies PAIDD and grants control of defense. PAIDD may procure continued use rights, replace with non-infringing alternative, or modify services.

13.2 Customer defends PAIDD against claims arising from: (i) Customer's Agreement breach; (ii) Customer Data violating laws or third-party rights; (iii) service misuse by Customer, users, or affiliates; or (iv) use outside permitted scope.

13.3 PAIDD has no indemnification obligations for claims based on: (i) service modifications by parties other than PAIDD; (ii) combination with non-PAIDD software; (iii) Customer's Agreement violations; or (iv) Customer negligence or misconduct.

14. Insurance

PAIDD maintains insurance coverage throughout agreement term: Professional Indemnity £1,000,000; Cyber and Data £100,000; Legal Protection £100,000. Coverage maintained with reputable insurers (minimum A- rating). Certificates available upon request.

15. Data Export and Transition

15.1 Upon termination, PAIDD provides complete data export in standard formats (CSV, Excel, PDF) during 30-day export window. Read-only access to historical records during export period.

15.2 Reasonable transition assistance available on time-and-materials basis. Customer responsible for data migration to alternative systems. Customer Data deleted 90 days after termination confirmation.

16. Confidentiality

16.1 Both parties protect confidential information with reasonable care, use only for Agreement purposes, limit disclosure to employees with legitimate need-to-know, and return/destroy upon termination.

16.2 Permitted disclosures where required by law with advance notice when legally permissible. PAIDD may use Customer Data in anonymous, aggregated form for benchmarking without disclosing specific information.

17. Force Majeure

Neither party liable for delays from circumstances beyond reasonable control including natural disasters, government actions, cyber attacks, or infrastructure failures. Affected party must provide prompt notice and use reasonable efforts to minimize impact. Payment obligations continue during Force Majeure events.

18. Assignment

Neither party may assign without prior written consent, except either party may assign Agreement in connection with merger, acquisition, or sale of substantially all assets to non-competitor with thirty (30) days written notice, provided successor agrees to comply with Agreement terms.

19. Additional Provisions

19.1 Agreement governed by English law. Disputes addressed through thirty (30) day good faith negotiations, followed by mediation administered by CEDR before litigation. English courts have exclusive jurisdiction.

19.2 Agreement constitutes complete agreement and supersedes all prior agreements. Additional terms on purchase orders or other documents void regardless of delivery timing. Agreement may only be amended in writing signed by authorized representatives.

19.3 Notices sent by email deemed received forty-eight (48) hours after transmission. Invalid provisions don't affect remaining Agreement validity. Waiver of breach doesn't waive future breaches.

19.4 Survival: Following sections survive termination: Intellectual Property (Section 9), Confidentiality (Section 16), Limitation of Liability (Section 12), Indemnification (Section 13), Data Export (Section 15), and Additional Provisions (Section 19).

20. Service Descriptions

20.1 Core Platform: E-invoicing with digital submission, automated approval workflows, real-time tracking, unlimited users within supplier limits, and accounting system integration.

20.2 Track & Trace: Automated supplier notifications and payment status tracking eliminating "where's my payment" inquiries through proactive communication.

20.3 Early Payment Discounts: Optional supplier early payment requests with automated discount calculation (typically 1-3%) and integration with existing payment processes.

20.4 Compliance: Automated reporting for UK Prompt Payment Policy requirements, Fair Payment Code support, and government-ready submission formatting.

© 2025 Workfree Limited (trading as PAIDD)
This agreement was last updated: July 2025
Next review date: July 2026