Terms of Use and Subscription Terms

These Terms set out the basis on which CherryPay provides access to its website and tools to business users.

CherryPay Limited is a company registered in England and Wales with company number 16555956. References to “we”, “us” and “our” are to CherryPay Limited. References to “you” and “your” are to the organisation that enters into these Terms and its authorised users.

1. Scope of these Terms

These Terms apply to your use of:

• the CherryPay website;
• the Holiday Pay Calculator;
• the Payroll CRM; and
• any current or future CherryPay tools that we make available under a subscription to your organisation.

By accessing or using any of these services you agree to these Terms. If you do not agree, you should not use the services.

2. Business use only

CherryPay provides services to businesses and professional users only. The services are not intended for consumers or for personal use.

By creating an account or using the services you confirm that:

• you are acting in the course of a business or profession; and
• you have authority to bind the organisation you represent to these Terms.

3. Accounts and subscriptions

To use our subscription tools, your organisation must hold an active account and subscription.

• Automatic renewal. Subscriptions renew automatically at the end of each billing period (for example monthly or annually) unless you cancel in line with these Terms.
• Free trial. We may offer a free trial period (currently 30 days for eligible plans) for new subscriptions. We reserve the right to change or withdraw trial offers at any time.
• Cancellation. You can cancel your subscription at any time via the account or billing pages or by following any cancellation process we make available. Cancellation takes effect at the end of the current paid billing period. You will continue to have access to the services until then.
• Refunds. Subscription fees are non‑refundable except in exceptional circumstances at our discretion. We may, but are not obliged to, provide a credit or refund for service issues under a separate arrangement.
• Non‑payment and suspension. If we are unable to take payment when due, we may automatically suspend or restrict access to the affected tools until payment is brought up to date. We may also limit new activity (such as adding new records) during any period of non‑payment.
• Storage limits. Storage and usage limits apply to some plans (for example for document storage or message history). We may enforce these limits automatically, which can include warnings, restricting new uploads or requiring an upgrade if usage exceeds the limits for your plan.

4. Your responsibilities

You are responsible for how you and your users use the services. In particular you agree that:

• Accuracy of data. You are responsible for the accuracy, completeness and lawfulness of all data you enter into the services, including data about your staff, workers, clients and other individuals.
• Verification of outputs. The services provide tools, calculations and reports to support your work. You must review and verify all outputs before relying on them in practice, and ensure they are appropriate for your specific circumstances.
• No advice. The services do not provide legal, tax, payroll, HR or financial advice. Information, examples and calculations generated by the tools are for guidance only and do not replace advice from qualified professionals.
• Regulatory compliance. You remain responsible for your own regulatory and legal obligations, including compliance with requirements set by HMRC, employment law and any professional or industry bodies that apply to you.
• User management. You are responsible for managing who in your organisation has access to the services and for ensuring that users understand and comply with these Terms.

5. Acceptable use

You must use the services in a responsible and lawful way. You must not, and must ensure that your users do not:

• use the services for any unlawful, fraudulent or harmful purpose;
• attempt to gain unauthorised access to the services or related systems;
• probe, scan or test the vulnerability of the services or bypass security controls;
• copy, modify, reverse engineer, decompile or disassemble any part of the services, except to the extent that such activity is expressly permitted by law and cannot be contractually excluded;
• interfere with or disrupt the integrity or performance of the services;
• share login details or allow another person to use an account assigned to someone else;
• upload or transmit any material that is defamatory, obscene, discriminatory, infringes third party rights or is otherwise unlawful;
• introduce viruses, malware or other harmful code into the services.

We may suspend or terminate access where we reasonably believe there has been a breach of this section.

6. Intellectual property

All intellectual property rights in the services and their underlying software, documentation, designs and content (excluding your data) belong to CherryPay or its licensors.

Subject to these Terms and payment of any applicable fees, we grant your organisation a limited, non‑exclusive, non‑transferable licence to access and use the services for your internal business purposes, for the duration of your subscription.

You must not remove or alter any proprietary notices or branding on the services. You retain all rights in your own data.

7. Privacy and data protection

Our use of personal data in connection with the services is described in our Privacy Policy. Where we process personal data on your behalf as a processor, our obligations are set out in the Data Processing Addendum, which forms part of these Terms.

8. Liability

Nothing in these Terms limits or excludes either party's liability for:

• death or personal injury caused by its negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot be limited or excluded under applicable law.

Subject to the paragraph above:

• neither party will be liable for any indirect, special or consequential loss or damage; and
• neither party will be liable for any loss of profits, revenue, business, anticipated savings, goodwill or data (in each case whether direct or indirect).

Except for your obligation to pay the fees due under your subscription, each party's total aggregate liability arising out of or in connection with these Terms and the services (whether in contract, tort, negligence or otherwise) is limited to the total fees actually paid by you for the services in the twelve (12) months immediately before the event giving rise to the claim.

9. Data, access and termination

On termination or expiry of your subscription:

• your right to access and use the services will end at the end of the current billing period; and
• we will normally keep your data in an active state for at least 30 days to allow you to export or retrieve it.

After this period we may permanently delete your data from our active systems, except where we are required or permitted to retain it for longer for legal, accounting or record‑keeping purposes. Backup copies may be retained for a limited time as part of our normal backup rotation and will be securely overwritten in due course.

Data retention, deletion and processing are further described in our Privacy Policy and Data Processing Addendum.

10. Changes to the services and these Terms

We are continually improving the services and may modify or update features over time. Where a change is significant we will take reasonable steps to notify you.

We may change our pricing from time to time. Where a change affects your current subscription, we will give you reasonable prior notice before the new prices apply at your next renewal.

We may update these Terms from time to time. If we make important changes we will take reasonable steps to tell you, for example by email or by displaying a notice in the services. If you continue to use the services after the updated Terms take effect, you will be treated as having accepted the changes.

11. General

11.1 Force majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent caused by an event or circumstance beyond its reasonable control (including failures of the internet or public telecommunications networks, power outages, industrial disputes, acts of God, war, terrorism or actions of government).

11.2 Severability

If any part of these Terms is held to be invalid or unenforceable, that part will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

11.3 Entire agreement

These Terms, together with any order forms or subscription details agreed between us and any documents expressly incorporated by reference (including the Privacy Policy and Data Processing Addendum), form the entire agreement between us in relation to the services and supersede all prior discussions, understandings or arrangements.

11.4 No partnership or agency

Nothing in these Terms creates a partnership, joint venture or agency relationship between us, and neither party has authority to bind the other on its behalf.

11.5 Third party rights

No person other than a party to these Terms has any right to enforce any of their terms.

11.6 Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or the services are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction over any such dispute or claim.

12. Version and contact

If you have questions about these Terms, please contact us at info@cherrypay.uk.

These Terms are version 1.0 and were last updated on 12 February 2026.