The terms for using PayHQ during the pilot.
These are the pre-release terms for evaluating PayHQ, offered by FIT PUP LTD. They are a draft pending final legal review and are governed by the laws of England & Wales. Product access is granted under a separate signed order that incorporates these terms and our DPA.
Read this first — advisory only
During the pilot, PayHQ is a decision-support tool, not a payment control. PayHQ may fail to detect a fraudulent invoice or a fraudulent bank-detail change. You must keep your existing payment-verification process and must not rely on PayHQ as the sole gate before releasing a payment.
1 · Pre-release nature
PayHQ is pre-release software provided for evaluation. Features may change or be withdrawn, and it may contain defects. Nothing here creates a commitment to general availability.
2 · Acceptable use
Use PayHQ only for your own lawful business purposes and only with data you are entitled to process. Do not attempt to breach isolation between workspaces, probe other tenants, or misuse the intake channels. Security testing is welcome only under our disclosure policy.
3 · No service-level commitment
The pilot carries no uptime service-level agreement, and no RPO or RTO. Availability, backup, and recovery commitments apply only under a separately contracted production engagement.
4 · Advisory service — no detection warranty
PayHQ is decision support only. We give no warranty that it will detect any particular fraudulent invoice, changed bank detail, or other risk. You must retain and operate your own independent payment-verification controls, and you remain responsible for every payment-release decision. Subject to clause 5, we exclude liability for losses arising from an undetected issue, or from relying on PayHQ as the sole gate before releasing a payment.
5 · Liability
The pilot is provided free of charge, or for the nominal evaluation fee stated in the order, and PayHQ is provided “as is”. To the fullest extent permitted by law, FIT PUP LTD’s aggregate liability arising out of the pilot is limited to the greater of the amount stated in the order or the fees you paid in the 12 months before the claim; this cap is drawn to your attention as a term of the pilot. This cap does not apply to liability that cannot be excluded under English law, nor to our own breach of the data-protection and confidentiality obligations in these terms and our DPA — because we hold and process your data, we do not exclude that responsibility.
Under review: the cap figure, and whether the unlimited data-protection carve-out is replaced by a bounded amount, are being settled with the business and a UK solicitor before signing; the executed order states the agreed figure.
6 · Data protection
Our processing of personal data during the pilot is governed by the Data Processing Agreement and described in the Privacy Notice.
7 · Confidentiality and intellectual property
Each party protects the other’s confidential information. The PayHQ product, brand, and materials remain the property of FIT PUP LTD; your data remains yours. For the pilot we grant you a revocable, non-exclusive, non-transferable licence to use PayHQ for your internal evaluation. You grant us a licence to use feedback, suggestions, and error reports you provide to improve the product — this does not extend to using your data to train any model (see the DPA).
8 · Term, suspension, and governing law
Either party may end the pilot for convenience on 30 days’ notice, or immediately for a material breach that is not remedied within 14 days (or that cannot be remedied). We may suspend access on reasonable grounds — for example a security incident, abuse of an intake channel, or a breach of clause 2. On termination we delete or return your data per the DPA. These terms are governed by the laws of England & Wales, and the courts of England and Wales have exclusive jurisdiction. Contact: [email protected], 3rd Floor, 86-90 Paul Street, London, England, EC2A 4NE.
9 · General
Survival:clauses 4 (advisory service), 5 (liability), 7 (confidentiality & IP), and any provision that by its nature should survive, continue after termination or expiry.
Order of precedence: on data protection the DPA prevails; on commercial terms, including the liability-cap figure, the signed order prevails; otherwise these terms apply.
Entire agreement: these terms, the signed order, and the DPA are the entire agreement for the pilot. A person who is not a party has no rights to enforce them under the Contracts (Rights of Third Parties) Act 1999.