BizPilot United Kingdom — Terms of Service

1. Contracting party

These Terms constitute an agreement between the Customer and NEXA DIGITAL PTY LTD trading as BizPilot, ABN 39 676 911 309, 1/22 O'Connell Street, North Adelaide SA 5006, Australia, unless an applicable Order Form expressly identifies another BizPilot contracting entity.

2. Acceptance

By purchasing, accepting an Order Form, creating a business account or using BizPilot, the Customer agrees to these Terms. The person accepting represents that they are authorised to bind the Customer.

3. Platform

BizPilot provides cloud-based business-management technology. Features may include Recruitment, HR, Onboarding, Training, Rostering, Time & Attendance, Payroll, Compliance, Reservations, Events, Gift Cards, Finance, Marketing, Analytics, Stock, Suppliers, Integrations and AI Co-Pilot.

4. Customer responsibilities

Customers remain responsible for: Customer Content; employee data; lawful processing; privacy notices; employment decisions; employee classification; employee monitoring; payroll approval; PAYE obligations; National Insurance obligations; workplace pension obligations; working-time requirements; HR compliance; reviewing AI output; account permissions; and accurate configuration.

5. Technology, not professional advice

Unless separately agreed, BizPilot is not the Customer's solicitor; accountant; tax adviser; payroll adviser; employment adviser; HR consultant; pension adviser; or financial adviser. Platform information does not replace appropriate professional advice.

6. UK Payroll

BizPilot may provide functionality concerning wages; salaries; PAYE; National Insurance; pensions; leave; deductions; payroll; HMRC; RTI; and FPS preparation/submission functionality. The Customer remains responsible for reviewing and approving payroll.

7. HMRC submissions

Where BizPilot generates or facilitates HMRC submissions, Customers remain responsible for the accuracy and authorisation of information supplied and submitted.

8. AI

AI outputs may be inaccurate or incomplete. Customers must maintain appropriate human judgement, particularly for recruitment, dismissal, discipline, payroll, legal compliance, finance and workplace safety.

9. Customer Content

Customer retains ownership of Customer Content. Customer grants BizPilot a limited licence to process it as reasonably necessary to provide and secure the Platform and perform authorised functionality.

10. Data protection

Each party must comply with applicable data-protection obligations. Where BizPilot acts as processor, the applicable DPA forms part of the contractual relationship.

11. Confidentiality

Each party must appropriately protect the other's confidential information.

12. Intellectual property

BizPilot and its licensors retain all rights in BizPilot's software, architecture, interfaces, designs, algorithms, documentation, AI technology, branding and related intellectual property.

13. Acceptable use

Customers must not: compromise security; gain unauthorised access; distribute malicious software; use BizPilot unlawfully; unlawfully discriminate; unlawfully monitor individuals; circumvent access controls; infringe third-party rights; or interfere with Platform operations.

14. Third-party services

BizPilot may depend upon third-party providers. BizPilot cannot guarantee that third-party functionality will remain available indefinitely.

15. Payments

Payment services may be provided by Stripe or other third-party providers and may be subject to their terms.

16. Gift Cards

Where a Customer sells Gift Cards using BizPilot, the Customer will ordinarily be the issuer and merchant. BizPilot provides technology supporting issuance, codes, balances, delivery, redemption and reporting. The Customer remains responsible for applicable consumer and Gift Card requirements.

17. Fees

Customers must pay applicable subscription and usage fees. Charges may include base subscriptions, employee fees, module fees, integration charges, transaction charges and communication usage.

18. VAT

VAT will be handled where applicable.

19. Renewal

Recurring subscriptions may automatically renew where clearly disclosed.

20. Cancellation

Customers may cancel according to the applicable subscription terms.

21. Price changes

BizPilot may change future pricing on reasonable notice. Material changes to existing subscriptions should ordinarily take effect from a future billing or renewal period.

22. Trials and beta functionality

Trials and beta features may be limited, changed or withdrawn. Beta features should not be relied upon for critical operations unless expressly approved for production use.

23. Platform changes

BizPilot may continually improve or modify its Platform. Where practicable, reasonable notice should be provided where a material paid core feature is permanently removed without replacement.

24. Availability

BizPilot does not guarantee uninterrupted service. Outages may occur due to maintenance, infrastructure, telecommunications, third parties, cybersecurity incidents or circumstances outside reasonable control.

25. Suspension

BizPilot may reasonably suspend service because of material non-payment, fraud, security risk, unlawful use, material breach or legal requirements.

26. Termination

Either party may terminate as permitted under the subscription or Order Form. Where a material breach can be remedied, a reasonable cure period should generally apply.

27. Data export and deletion

Where reasonably practicable and legally permitted, Customers should be provided an opportunity to export Customer Content following termination. Data may subsequently be deleted or de-identified according to applicable retention requirements.

28. No guaranteed outcome

BizPilot does not guarantee profit; revenue; reduced costs; recruitment outcomes; complete legal compliance; error-free payroll; absence of HR disputes; or any particular commercial result.

29. Liability that cannot be excluded

Nothing in these Terms excludes or limits liability where doing so would be unlawful. In particular, nothing excludes liability for: death or personal injury caused by negligence; fraud; fraudulent misrepresentation; or any other liability that cannot legally be excluded.

30. Limitation of liability

Subject to liabilities that cannot legally be excluded or limited, BizPilot's aggregate liability arising from the applicable agreement will not exceed the fees paid or payable by the Customer during the 12 months immediately preceding the event giving rise to the claim. To the maximum extent legally permitted, BizPilot excludes indirect or consequential loss, including loss of anticipated profit, savings, opportunity, goodwill or business.

31. Customer errors

To the extent permitted by law, BizPilot is not responsible for losses resulting from incorrect Customer information, incorrect configuration, incorrect payroll data, Customer misuse, failure to review output or third-party services outside BizPilot's reasonable control.

32. Indemnity

To the extent permitted by law, Customer indemnifies BizPilot against third-party claims and reasonable losses arising from unlawful Customer Content, infringement, fraud, unlawful use or material Customer breach, except to the extent caused or contributed to by BizPilot's breach, negligence or unlawful conduct.

33. Force majeure

BizPilot is not responsible for failure or delay caused by circumstances outside its reasonable control.

34. Assignment

BizPilot may transfer the agreement as part of a genuine merger, acquisition, corporate restructure or sale of the BizPilot business, subject to applicable law.

35. Changes

BizPilot may update these Terms for legal, security, technical or product reasons. Material changes will be communicated where appropriate.

36. Entire agreement

The Terms, Order Form, applicable DPA and other expressly incorporated documents constitute the applicable agreement.

37. Severability and waiver

An invalid provision will be severed or interpreted to the minimum extent necessary without invalidating the remainder. Failure to enforce a right does not constitute a waiver.

38. Governing law

These United Kingdom Terms are governed by the laws of England and Wales. Subject to mandatory rights and jurisdictions that cannot lawfully be excluded, the courts of England and Wales have jurisdiction.

39. Contact

NEXA DIGITAL PTY LTD trading as BizPilot, ABN 39 676 911 309, 1/22 O'Connell Street, North Adelaide SA 5006, Australia. Privacy, complaints and legal enquiries: complaints@bizpilot.com.au

NEXA DIGITAL PTY LTD trading as BizPilot · ABN 39 676 911 309

1/22 O'Connell Street, North Adelaide SA 5006, Australia

Privacy, complaints and legal enquiries: complaints@bizpilot.com.au