Terms of Service

1. Who we are and these terms

These Terms of Service ("Terms") are a legal agreement between CoDash Ltd, a company registered in England and Wales (company no. 17390939) whose registered office is at 66 Paul Street, London EC2A 4NA, United Kingdom ("CoDash", "we", "us"), and the organisation that subscribes to the Service ("Customer", "you"). They govern your access to and use of the CoDash software-as-a-service platform and related websites, apps and services (together, the "Service").

By creating an account, signing an order or quote, or using the Service, you agree to these Terms. If you are agreeing on behalf of an organisation, you confirm you have authority to bind it.

2. Definitions

• Authorised Users - the individuals you permit to use the Service (typically your employees, workers and administrators).
• Customer Data - data you or your Authorised Users submit to the Service, including personal data about your people.
• Subscription - your chosen plan (Starter, Growth or Scale) and billing period.
• DPA - our Data Processing Agreement, which forms part of these Terms.

3. The Service and your account

We grant you a non-exclusive, non-transferable right to access and use the Service during your Subscription, for your internal business purposes, subject to these Terms. You are responsible for your account, for keeping credentials secure, and for the acts and omissions of your Authorised Users.

Each Customer is provisioned on its own isolated instance (separate database and subdomain). You are responsible for configuring roles, permissions and branding appropriately for your organisation.

4. Your responsibilities and acceptable use

You agree that you will, and will ensure your Authorised Users will:

• use the Service lawfully and only for legitimate HR and people-management purposes;
• have a valid lawful basis for processing the personal data you put into the Service, and provide any privacy notices your people are entitled to;
• not attempt to breach security, access another customer's data, reverse engineer, or use the Service to store unlawful, infringing or harmful content;
• keep your Customer Data accurate and not upload special category data beyond what is necessary for HR administration.

5. Fees, billing and the founding offer

Fees are as set out on our pricing page or in your order: a monthly platform fee that includes an allowance of people, plus a per-person rate for active people above that allowance, no VAT is charged, as CoDash Ltd is not currently VAT-registered; should we become VAT-registered we will add VAT at the applicable rate and tell you before it applies. People are counted per active person; deactivated leavers are not billed.

Monthly Subscriptions may be cancelled at any time and end at the close of the current billing period. Annual billing is charged for ten months (two months free) and renews annually unless cancelled before renewal. Founding-customer pricing (30% off any plan for 12 months, offered to the first 20 UK companies to join) applies as described at the time of signup and reverts to standard pricing after 12 months. Invoices are due within 14 days. We may suspend the Service for materially overdue accounts after notice.

6. Data protection

Where we process personal data in the Customer Data on your behalf, you are the controller and we are the processor. That processing is governed by our Data Processing Agreement, which is incorporated into these Terms. Our handling of data for which we are the controller (for example website and billing contacts) is described in our Privacy Policy.

7. Intellectual property

We and our licensors own all rights in the Service, including its software, design and documentation. You own your Customer Data. You grant us the limited rights needed to host and process Customer Data to provide the Service. We may use aggregated, anonymised and de-identified data to operate and improve the Service, provided it cannot identify you or any individual.

8. Confidentiality

Each party will protect the other's confidential information with reasonable care and use it only to perform under these Terms.

9. Availability, support and changes

We aim to provide a reliable Service and reasonable support via hello@codash.co.uk and by phone on 07337 158671 (Mon-Sat 8am-8pm, Sun 11am-4pm), but the Service is provided without a formal uptime commitment unless a separate service level agreement is agreed in writing. We may update, improve or modify the Service, and will not materially reduce core functionality of your plan without notice.

10. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care. Except as expressly stated, the Service is provided "as is" and we disclaim all other warranties to the fullest extent permitted by law, including fitness for a particular purpose. The Service supports your HR decisions; it does not provide legal, financial or employment advice, and you remain responsible for your own compliance and decisions.

11. Limitation of liability

Nothing in these Terms limits liability that cannot be limited by law (including for death or personal injury caused by negligence, or fraud). Subject to that, neither party is liable for indirect or consequential loss, or loss of profit, revenue or goodwill; and each party's total liability arising out of or in connection with these Terms is limited to the fees paid or payable by you in the 12 months before the event giving rise to the claim.

12. Term, termination and your data on exit

These Terms apply while you use the Service. Either party may terminate for material breach not remedied within 30 days of notice, or if the other becomes insolvent. On termination you can export your Customer Data (we provide export tooling), and we will delete or anonymise it in line with the DPA after a short retention window, unless the law requires otherwise.

If CoDash decides to discontinue the Service entirely, we will give you at least 90 days' written notice, keep the Service and its export tooling available throughout that period, and charge no fees beyond the end of it.

13. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will give you reasonable notice (for example by email or in-app). Continued use after a change takes effect means you accept the updated Terms.

14. Governing law and jurisdiction

These Terms and any dispute arising from them are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

15. Contact

Questions about these Terms? Email hello@codash.co.uk or call 07337 158671. See also our Privacy Policy, Data Processing Agreement and Cookie Policy.