Terms of Service

PREAMBLE

WHEREAS Cipher Knights Ltd is the developer and operator of the Shift Cova platform, a comprehensive human resources, payroll, compliance, and care management software solution;

WHEREAS the Client wishes to subscribe to the Shift Cova platform to manage its workforce, including but not limited to staff records, shift scheduling, payroll processing, compliance tracking, policy management, training management, and visitor management;

WHEREAS the parties intend that this Agreement shall govern the terms and conditions under which Cipher Knights grants the Client access to the Platform;

NOW THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1: INTRODUCTION & ACCEPTANCE OF TERMS

1.1 Contractual Relationship

These Terms of Service ("Terms") govern the legal relationship between Cipher Knights Ltd ("Cipher Knights", "we", "us", "our") and any individual or legal entity ("Client", "you", "your") that registers for, accesses, or uses the Shift Cova software-as-a-service platform, mobile applications, websites, and related services (collectively, the "Platform"). By accessing or using the Platform in any manner, you confirm your unconditional acceptance of these Terms and your agreement to comply with all provisions herein.

1.2 Binding Effect and Authority

1.2.1 If you are entering into this agreement on behalf of a company, partnership, association, government agency, or other legal entity ("Organisation"), you hereby represent and warrant that you have the full legal authority, power, and capacity to bind such Organisation to these Terms. You further warrant that the Organisation is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation.

1.2.2 If you do not have such authority, or if you do not agree with any provision of these Terms, you must not accept these Terms, register for an account, or access or use the Platform in any manner whatsoever.

1.2.3 These Terms are binding upon the parties and their respective successors and permitted assigns.

1.3 Definitions and Interpretation

In these Terms, unless the context otherwise requires, the following definitions shall apply:

• "Authorised User" means your employees, workers, agents, consultants, contractors, or other personnel who are authorised by you to use the Platform on your behalf and who have been supplied with unique user identification credentials by you.
• "Client Data" means all electronic data, text, messages, communications, documents, files, images, photographs, videos, audio files, materials, or other content, including but not limited to personal data of your employees, workers, contractors, applicants, visitors, and any other individuals, submitted to the Platform by you or your Authorised Users.
• "Confidential Information" means any and all information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to: trade secrets, source code, algorithms, software architecture, business processes, customer lists, pricing models, financial information, product roadmaps, technical specifications, and unpublished patent applications.
• "Data Protection Legislation" means all applicable laws and regulations relating to the processing of personal data and privacy, including but not limited to: (i) the UK General Data Protection Regulation (UK GDPR); (ii) the Data Protection Act 2018; (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; (iv) any implementing or successor legislation; (v) any guidance or codes of practice issued by the Information Commissioner's Office; and (vi) where applicable, the EU General Data Protection Regulation (EU GDPR) and any local implementing laws.
• "Documentation" means any user manuals, handbooks, technical documentation, online help files, or other materials provided by Cipher Knights to assist in the use of the Platform.
• "Fees" means the subscription fees, setup fees, implementation fees, training fees, and any other charges payable by you to Cipher Knights as set forth in the applicable Order Form or as otherwise agreed in writing.
• "Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, trade secrets, database rights, design rights, know-how, and any other intellectual property rights, whether registered or unregistered, anywhere in the world.
• "Order Form" means the document, online registration process, or other written instrument by which you agree to subscribe to the Platform, which shall reference these Terms and specify the Subscription Plan, Subscription Term, Fees, and other applicable details.
• "Platform" means the Shift Cova software-as-a-service application, including all its modules and features (such as HR Onboarding, Staff Management, Shift Management, Payroll Processing, Compliance Tracking, Policy Management, Training Management, Visitor Management, Analytics, Reporting, and any other features), associated offline components, mobile applications, application programming interfaces (APIs), and any updates, upgrades, enhancements, modifications, or new releases provided by Cipher Knights.
• "Subscription Plan" means the specific plan selected by you (e.g., Free Trial, Basic, Professional, Enterprise) that determines the features, functionality, usage limits, and associated Fees.
• "Subscription Term" means the period during which you have agreed to subscribe to the Platform, as specified in your Order Form or account setup, including any renewal periods.

1.4 Acceptance by Use

1.4.1 Your access to or use of the Platform in any manner, including but not limited to browsing the website, registering for an account, submitting an application, or accessing any feature or functionality, constitutes your unconditional acceptance of these Terms and your agreement to be bound by them.

1.4.2 If you do not agree to these Terms, you must not access or use the Platform and must immediately cease any such access or use.

1.4.3 We recommend that you print a copy of these Terms and retain them for your future reference. These Terms may be updated from time to time, and it is your responsibility to review them periodically.

1.5 Electronic Signature

You agree that your electronic acceptance of these Terms, whether by clicking "I Agree", "Accept", "Register", or similar mechanism, or by your actual use of the Platform, shall have the same legal force and effect as a handwritten signature and shall be admissible in any legal proceeding as evidence of a valid and binding agreement.

ARTICLE 2: ACCOUNT REGISTRATION AND USER RESPONSIBILITIES

2.1 Account Registration

2.1.1 To access and use certain features of the Platform, you must register for an account. You agree to provide true, accurate, current, and complete information about yourself or your Organisation as prompted by the registration process ("Registration Data").

2.1.2 You agree to maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You acknowledge that Cipher Knights relies on the accuracy of this information to provide the Platform effectively and to communicate with you regarding your account and subscription.

2.1.3 You represent and warrant that all Registration Data you provide is truthful, accurate, and complete, and that you will maintain the accuracy of such information.

2.2 Eligibility

2.2.1 By registering for an account, you confirm and warrant that:

• (a) you are an individual at least 18 years of age, or if registering on behalf of an Organisation, you are an authorised representative of that Organisation with the full power and authority to bind such Organisation to these Terms;
• (b) you have the full right, power, and authority to enter into this legally binding agreement and to perform your obligations hereunder;
• (c) your use of the Platform will comply with all applicable laws, regulations, and ordinances;
• (d) you are not located in a country that is subject to a UK government embargo, or that has been designated by the UK government as a "terrorist supporting" country; and
• (e) you are not listed on any UK government list of prohibited or restricted parties.

2.3 Account Security and Confidentiality

2.3.1 You are solely and exclusively responsible for maintaining the confidentiality and security of your login credentials, including your username, password, API keys, and any other authentication mechanisms ("Account Credentials").

2.3.2 You are fully and solely responsible for all activities that occur under your account, whether or not authorised by you. You agree to:

• (a) immediately notify Cipher Knights in writing of any unauthorised use of your account or Account Credentials, or any other breach of security of which you become aware;
• (b) ensure that you log out of your account at the end of each session and that you do not leave an active session unattended;
• (c) use strong passwords (containing a combination of upper and lower case letters, numbers, and symbols) and not reuse passwords from other services;
• (d) not share your Account Credentials with any third party or allow any third party to access your account; and
• (e) notify Cipher Knights immediately if you suspect any unauthorized access to your account.

2.3.3 WE WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, COST, OR EXPENSE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS CLAUSE 2.3, INCLUDING BUT NOT LIMITED TO ANY UNAUTHORISED ACCESS TO OR USE OF YOUR ACCOUNT RESULTING FROM YOUR NEGLIGENCE OR FAILURE TO SECURE YOUR ACCOUNT CREDENTIALS.

2.4 Accurate Information and Record-Keeping

2.4.1 You warrant that all information provided by you during the registration process, throughout the Subscription Term, and in any communication with Cipher Knights is and shall remain true, accurate, current, and complete.

2.4.2 You agree to update your information promptly, but in any event within 7 days, of any change to ensure its continued accuracy.

2.4.3 You acknowledge that Cipher Knights relies on the accuracy of this information to provide the Platform, to calculate fees, to communicate with you, and to comply with legal and regulatory obligations. You agree to indemnify and hold Cipher Knights harmless from any claims, losses, or damages arising from inaccurate or incomplete information provided by you.

2.5 User Conduct and Responsibility for Authorised Users

2.5.1 You are fully and solely responsible for the conduct of all your Authorised Users and for ensuring that all Authorised Users comply with these Terms and all applicable laws and regulations.

2.5.2 You agree to:

• (a) be responsible for the acts and omissions of all Authorised Users as if they were your own acts and omissions;
• (b) ensure that each Authorised User acknowledges and agrees to comply with these Terms and any applicable policies;
• (c) promptly terminate access for any Authorised User who no longer requires access or who violates these Terms;
• (d) ensure that Authorised Users do not exceed their permitted scope of access;
• (e) maintain an up-to-date list of Authorised Users and provide such list to Cipher Knights upon request.

2.5.3 Any breach of these Terms by an Authorised User shall be deemed a breach by you, and you agree to be fully liable for any such breach.

2.6 Prohibited Conduct

Without limiting any other provisions of these Terms, you agree not to, and not to permit any third party or Authorised User to:

• (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or make the Platform available to any third party;
• (b) use the Platform to store or transmit any content that is infringing, defamatory, unlawful, threatening, harassing, abusive, fraudulent, obscene, or otherwise objectionable;
• (c) use the Platform to store or transmit any viruses, worms, time bombs, Trojan horses, or other harmful or malicious code, files, scripts, agents, or programs;
• (d) interfere with or disrupt the integrity or performance of the Platform or the data contained therein;
• (e) attempt to gain unauthorized access to the Platform or its related systems or networks;
• (f) use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use and enjoyment of the Platform;
• (g) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, architectural framework, or data records of the Platform;
• (h) use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission;
• (i) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• (j) use the Platform for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity;
• (k) use the Platform in any manner that violates applicable export control laws;
• (l) remove any copyright, trademark, or other proprietary rights notices from the Platform;
• (m) attempt to probe, scan, or test the vulnerability of any system or network related to the Platform;
• (n) use the Platform to collect or harvest any personally identifiable information without appropriate consent;
• (o) use the Platform to send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or chain letters;
• (p) use the Platform in a way that violates the rights of others, including privacy rights and intellectual property rights.

ARTICLE 3: SERVICE DESCRIPTION AND ACCESS

3.1 Description of the Platform

3.1.1 Shift Cova is a comprehensive, cloud-based human resources and care management platform designed to streamline workforce management for organisations of all sizes. Subject to your selected Subscription Plan, the Platform provides the following core modules and functionalities:

3.1.2 HR Onboarding and Staff Management

• Digital employee records and document management;
• Onboarding workflows and task management;
• Organisational charts and reporting structures;
• Department and team management;
• Role-based access control and permissions;
• Employee self-service portal;
• Contract and employment history tracking;
• Skills, qualifications, and certification management.

3.1.3 Shift Management and Scheduling

• Automated shift scheduling and optimisation;
• Shift assignment and staff notifications;
• Real-time clock-in/out with geolocation and facial recognition;
• Time and attendance tracking;
• Shift swapping and availability management;
• Overtime and exception tracking;
• Mobile access for staff on the go;
• Bulk shift creation and template management.

3.1.4 Payroll Processing

• Automated payroll calculations based on hours worked;
• UK tax code integration and HMRC compliance;
• National Insurance calculations with category-specific rates;
• Pension contributions and auto-enrolment;
• Payslip generation and distribution;
• RTI (Real Time Information) submissions;
• Year-end reporting (P60, P11D);
• Multiple pay rates and overtime calculations;
• Holiday pay and leave accruals.

3.1.5 Compliance Tracking

• Right to work verification and document management;
• DBS check tracking and expiry alerts;
• Professional registration monitoring (e.g., NMC);
• Training and certification expiry management;
• GDPR compliance tools and data subject request management;
• Audit trails and compliance reporting;
• Regulatory compliance dashboards.

3.1.6 Policy Management

• Centralised policy document repository;
• Version control and approval workflows;
• Mandatory acknowledgment tracking;
• Employee acknowledgment and digital signatures;
• Policy training assignment and tracking;
• Automated reminders for pending acknowledgments.

3.1.7 Training Management

• Training course creation and scheduling;
• Participant registration and attendance tracking;
• Training records and certification management;
• Automated reminders for refresher training;
• Training needs analysis and gap reporting;
• Online training delivery integration.

3.1.8 Visitor Management

• Digital visitor check-in/out;
• Pre-registration and host notifications;
• ID document capture and verification;
• Facial recognition for repeat visitors;
• Health declaration screening;
• Badge printing integration;
• Visitor history and analytics.

3.1.9 Analytics and Reporting

• Customizable dashboards and KPIs;
• Workforce analytics and trend analysis;
• Payroll cost analysis and forecasting;
• Compliance status reporting;
• Data export in multiple formats (CSV, PDF, Excel);
• Scheduled report generation and delivery.

3.1.10 Mobile Applications

• Native mobile apps for iOS and Android;
• Mobile clock-in/out with GPS verification;
• Shift viewing and availability updates;
• Leave requests and approval;
• Document viewing and acknowledgment;
• Push notifications for important updates.

3.2 Grant of Access and Licence

3.2.1 Subject to your full compliance with these Terms, payment of all applicable Fees, and adherence to any usage limits specified in your Subscription Plan, Cipher Knights hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable right and licence to access and use the Platform during the applicable Subscription Term, solely for your lawful internal business operations.

3.2.2 This licence is limited to the number of Authorised Users and usage volumes specified in your Subscription Plan. You may not exceed these limits without obtaining additional licences or upgrading your plan.

3.2.3 The licence granted herein does not include any right to:

• (a) use the Platform for the benefit of any third party or to operate a service bureau;
• (b) copy, reproduce, modify, or create derivative works based on the Platform;
• (c) remove any proprietary notices or labels from the Platform;
• (d) use the Platform in any manner not expressly authorised by these Terms.

3.3 Modifications to the Service

3.3.1 Cipher Knights is committed to continuous innovation and improvement of the Platform. Accordingly, we reserve the right, at our sole discretion, to modify, update, enhance, suspend, or discontinue, temporarily or permanently, the Platform (or any part, feature, or functionality thereof) at any time, with or without notice to you.

3.3.2 Such modifications may include, without limitation:

• (a) adding new features, modules, or functionality;
• (b) removing or deprecating existing features or functionality;
• (c) updating user interfaces, APIs, or integration methods;
• (d) implementing new security measures or protocols;
• (e) changing system requirements or supported platforms.

3.3.3 You agree that Cipher Knights shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform or any part thereof.

3.3.4 In the event of a material modification that significantly reduces core functionality, you may terminate your subscription by providing written notice within 30 days of such modification, and Cipher Knights will provide a pro-rata refund of any prepaid Fees.

3.4 Availability and Service Levels

3.4.1 Cipher Knights endeavors to provide a reliable and highly available service. However, you acknowledge and agree that:

• (a) the Platform may not be available at all times or uninterrupted due to factors beyond our reasonable control, including but not limited to internet service provider failures, telecommunications infrastructure issues, power outages, or force majeure events;
• (b) we reserve the right to suspend access to the Platform for scheduled maintenance, repairs, upgrades, or emergency fixes, and we will make commercially reasonable efforts to notify you in advance of any scheduled downtime;
• (c) we do not guarantee that the Platform will be error-free, secure, or that all defects will be corrected;
• (d) we do not guarantee that the Platform will meet your specific requirements or expectations.

3.4.2 Cipher Knights shall use commercially reasonable efforts to ensure that the Platform is available with an uptime percentage of at least 99.5%, calculated on a monthly basis, excluding scheduled maintenance and force majeure events. If we fail to meet this commitment, you may be eligible for service credits as set forth in our Service Level Agreement, which is available upon request.

3.5 Support and Maintenance

3.5.1 During the Subscription Term, Cipher Knights will provide standard technical support for the Platform via email and online ticketing system during business hours (9:00 AM to 5:00 PM UK time, Monday through Friday, excluding public holidays).

3.5.2 Support includes:

• (a) assistance with technical issues related to the Platform;
• (b) answering questions about Platform functionality;
• (c) troubleshooting and error resolution;
• (d) providing updates and patches.

3.5.3 Premium support options, including 24/7 support, dedicated account management, and guaranteed response times, may be available for an additional fee as specified in your Order Form.

3.5.4 Support does not include:

• (a) training on general computer or internet usage;
• (b) issues caused by third-party hardware, software, or services;
• (c) modifications to the Platform source code;
• (d) assistance with data entry or content creation.

3.6 Third-Party Services and Integrations

3.6.1 The Platform may integrate with or contain links to third-party websites, applications, or services ("Third-Party Services") that are not owned or controlled by Cipher Knights.

3.6.2 We do not endorse, control, or assume any responsibility for any Third-Party Services, including their content, privacy practices, or terms of use. Your use of Third-Party Services is at your own risk and subject to the terms and conditions of such Third-Party Services.

3.6.3 Cipher Knights shall not be liable for any damages, losses, or costs arising from or related to your use of any Third-Party Services, even if integrated with or accessible through the Platform.

3.6.4 We reserve the right to modify, suspend, or discontinue any integration with Third-Party Services at any time without notice.

ARTICLE 4: SUBSCRIPTION, FEES, AND PAYMENTS

4.1 Subscription Plans and Features

4.1.1 The Platform is offered on a subscription basis with various plans designed to meet the needs of different organisations. The specific features, functionality, usage limits (e.g., maximum number of staff, shifts, applications, visitors), and associated fees for your chosen plan are as set forth on our website (www.shiftcova.com/pricing) and/or in the applicable Order Form.

4.1.2 The following Subscription Plans are generally available:

• Free Trial: A 14-day trial period allowing you to explore the Platform's features with limited usage caps.
• Basic: Entry-level plan for small organisations with essential HR and shift management features.
• Professional: Mid-tier plan for growing organisations with advanced features including payroll and compliance.
• Enterprise: Comprehensive plan for large organisations with custom requirements, unlimited usage, and dedicated support.

4.1.3 Detailed feature comparisons and current pricing are available on our website and may be updated from time to time. Cipher Knights reserves the right to modify its plans and pricing at any time, subject to Clause 4.7 (Price Changes).

4.2 Billing Cycles and Payment Terms

4.2.1 Subscription Fees are payable in advance on either a monthly or annual basis, as selected by you during the registration process or in your Order Form.

4.2.2 Payment shall be made by the method specified at the time of purchase, which may include credit card, debit card, direct debit, bank transfer, or such other methods as we may accept from time to time.

4.2.3 By providing payment information, you represent and warrant that:

• (a) you are authorised to use the payment method;
• (b) the payment information you provide is true, accurate, and complete;
• (c) you will promptly update your payment information to maintain its accuracy;
• (d) you authorise Cipher Knights to charge the applicable Fees to the designated payment method.

4.2.4 All Fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments, including but not limited to value-added tax (VAT), sales tax, or withholding tax ("Taxes"). You are responsible for paying all Taxes associated with your subscription. If Cipher Knights is required to collect or pay any Taxes, such Taxes will be invoiced to you and you agree to pay them promptly.

4.3 Automatic Renewal

4.3.1 Your subscription will automatically renew at the end of each billing cycle for a subsequent period of the same duration as your initial Subscription Term, unless you cancel your subscription in accordance with Clause 4.5.

4.3.2 For monthly subscriptions, renewal will occur on a month-to-month basis. For annual subscriptions, renewal will occur for additional one-year terms.

4.3.3 Unless otherwise specified in your Order Form, the Fees applicable to any renewal period shall be at the then-current rates in effect at the time of renewal.

4.3.4 You authorise Cipher Knights to charge the applicable renewal Fees to the payment method on file without further authorisation from you.

4.4 Late Payment and Suspension

4.4.1 If any Fees are not paid when due, we will provide you with written notice of such non-payment. If payment is not received within 7 days of such notice, we reserve the right to:

• (a) charge interest on any overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time, calculated on a daily basis until payment is received in full;
• (b) suspend or terminate your access to the Platform and all associated services until payment is received in full;
• (c) recover any reasonable costs and expenses incurred in collecting overdue amounts, including legal fees and collection agency fees;
• (d) downgrade your subscription to a free plan, if available, or terminate your account.

4.4.2 Cipher Knights shall not be liable to you or any third party for any suspension or termination of access resulting from non-payment of Fees.

4.5 Cancellation and Refunds

4.5.1 Cancellation by You: You may cancel your subscription at any time through your account settings or by contacting our support team. Cancellation will take effect at the end of the current billing period.

• (a) For monthly subscriptions: cancellation will be effective at the end of the then-current monthly billing period.
• (b) For annual subscriptions: cancellation will be effective at the end of the then-current annual billing period.

4.5.2 Refund Policy: ALL FEES ARE NON-REFUNDABLE, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR REQUIRED BY APPLICABLE LAW.

• (a) There are no refunds or credits for partial months of service, whether unused or not.
• (b) There are no refunds for upgrade/downgrade transactions.
• (c) There are no refunds for months unused with an open account.
• (d) No refunds will be made for the unused portion of an annual subscription if cancelled mid-term.
• (e) Setup fees, implementation fees, and training fees are non-refundable once incurred.

4.5.3 Cancellation by Cipher Knights: We may cancel your subscription immediately upon written notice if:

• (a) you materially breach these Terms and fail to cure such breach within 10 days of receiving notice thereof;
• (b) you fail to pay Fees when due and do not cure such non-payment within 7 days of notice;
• (c) you become insolvent, file for bankruptcy, or are dissolved;
• (d) we are required to do so by law.

4.6 Downgrades

4.6.1 You may downgrade your Subscription Plan at any time, subject to the following conditions:

• (a) downgrades will take effect at the start of the next billing cycle;
• (b) you will not receive a refund for the current billing period;
• (c) you must ensure that your usage does not exceed the limits of the new plan before the downgrade takes effect;
• (d) Cipher Knights reserves the right to charge a downgrade fee in certain circumstances.

4.6.2 If your usage exceeds the limits of your downgraded plan, we reserve the right to charge overage fees or require you to upgrade to a higher plan.

4.7 Price Changes

4.7.1 Cipher Knights reserves the right to change its Fees or introduce new charges at any time. We will provide you with at least 30 days' prior notice of any price changes by email to the primary email address associated with your account and/or by posting a notice on the Platform.

4.7.2 Price changes will take effect at the start of your next billing cycle following the notice period.

4.7.3 Your continued use of the Platform after the price change takes effect constitutes your acceptance of the new Fees. If you do not agree to the price change, you may cancel your subscription before the change takes effect, and you will not be charged the increased Fees.

4.8 Taxes and Withholding

4.8.1 You are responsible for all taxes, duties, and levies imposed by any taxing authority with respect to your subscription, including but not limited to VAT, GST, sales tax, and withholding tax.

4.8.2 If you are required by law to withhold any taxes from amounts payable to Cipher Knights, you agree to gross up the payments so that Cipher Knights receives the full amount invoiced, as if no withholding were required.

4.8.3 You agree to provide Cipher Knights with any valid tax exemption certificates or other documentation supporting your tax-exempt status, if applicable.

ARTICLE 5: ACCEPTABLE USE POLICY (AUP)

5.1 General Prohibitions

You agree not to, and not to permit any third party or Authorised User to, use the Platform in any manner that:

• (a) violates any applicable local, national, or international law, statute, ordinance, or regulation (including but not limited to data protection, employment, anti-discrimination, anti-bribery, and anti-money laundering laws);
• (b) infringes the Intellectual Property Rights or proprietary rights of Cipher Knights or any third party;
• (c) transmits, stores, or disseminates any material that contains software viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, or any other computer code, files, or programs designed to interrupt, destroy, compromise, or limit the functionality of any computer software or hardware or telecommunications equipment;
• (d) attempts to gain unauthorised access to, interfere with, damage, disrupt, or circumvent the security of any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform;
• (e) stalks, harasses, threatens, harms, or intimidates any other individual;
• (f) impersonates any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity;
• (g) uses the Platform to send unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
• (h) decompiles, reverse engineers, disassembles, or otherwise attempts to derive the source code, underlying ideas, algorithms, structure, or organisation of the Platform;
• (i) uses the Platform in a way that could damage, overburden, or impair the Platform or interfere with any other party's use and enjoyment of the Platform;
• (j) uses the Platform to store or transmit any data that is illegal, defamatory, libelous, obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy, or otherwise objectionable;
• (k) uses the Platform to discriminate against any individual on the basis of race, colour, religion, sex, sexual orientation, gender identity, national origin, disability, age, or any other protected characteristic;
• (l) uses the Platform to engage in any fraudulent activity or to impersonate another person or entity;
• (m) uses the Platform to violate the security or integrity of any network, computer system, or database;
• (n) uses the Platform to conduct any activity that could constitute a criminal offence or give rise to civil liability;
• (o) uses the Platform in any manner that could cause Cipher Knights to violate any law or regulation;
• (p) uses the Platform to generate, verify, or submit payroll data that is inaccurate, fraudulent, or misleading;
• (q) uses the Platform to circumvent any employment, tax, or immigration laws;
• (r) uses the Platform to store or process the personal data of individuals without appropriate lawful basis and consent where required;
• (s) uses the Platform for any purpose other than its intended business use as described in these Terms.

5.2 Content Standards

5.2.1 Any Client Data uploaded, stored, or transmitted through the Platform must comply with all applicable laws and regulations and must not:

• (a) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
• (b) promote sexually explicit or pornographic material, violence, or discrimination;
• (c) infringe any Intellectual Property Rights or other rights of any person;
• (d) be likely to deceive any person;
• (e) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
• (f) promote any illegal activity;
• (g) be threatening, abuse, or invade another's privacy, or cause annoyance, inconvenience, or needless anxiety;
• (h) be likely to harass, upset, embarrass, alarm, or annoy any other person;
• (i) be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
• (j) give the impression that they emanate from us, if this is not the case;
• (k) advocate, promote, or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

5.3 Monitoring and Enforcement

5.3.1 Cipher Knights reserves the right, but does not assume the obligation, to:

• (a) monitor the Platform and your use thereof for compliance with this AUP and these Terms;
• (b) investigate any suspected or alleged violation of this AUP;
• (c) take any action we deem appropriate in our sole discretion, including but not limited to issuing warnings, suspending or terminating your access, removing or refusing to process any Client Data, and reporting any activity to law enforcement authorities;
• (d) cooperate with any law enforcement investigation or court order requiring or directing us to disclose the identity of anyone using the Platform in violation of this AUP.

5.3.2 Cipher Knights reserves the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this AUP, including without limitation, reporting you to law enforcement authorities and terminating your access to the Platform immediately and without notice.

5.4 Reporting Violations

If you become aware of any violation of this AUP by any person, you shall immediately notify Cipher Knights at abuse@cipherknights.com and provide us with assistance, as requested, to stop or remedy such violation.

ARTICLE 6: INTELLECTUAL PROPERTY RIGHTS

6.1 Ownership of the Platform and Cipher Knights IP

6.1.1 You acknowledge and agree that the Platform, including all software, code, algorithms, interfaces, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, documentation, and all other elements of the Platform (collectively, the "Cipher Knights IP"), are the sole and exclusive property of Cipher Knights Ltd, our licensors, or our parent company.

6.1.2 The Cipher Knights IP is protected by copyright, trade secret, patent, and other intellectual property laws and treaties. All rights, title, and interest in and to the Cipher Knights IP, including all related Intellectual Property Rights, remain with Cipher Knights and our licensors.

6.1.3 You acknowledge that you are obtaining only a limited right to use the Platform and that no ownership rights are transferred to you under these Terms. You have no right to sell, assign, sublicense, rent, lease, or otherwise transfer any rights to the Cipher Knights IP.

6.1.4 All trademarks, service marks, logos, and trade names displayed on the Platform are the property of Cipher Knights or their respective owners. You may not use any such marks without our prior written permission.

6.2 License to Use the Platform

6.2.1 Subject to your full compliance with these Terms and payment of all applicable Fees, Cipher Knights grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the Subscription Term, solely for your internal business purposes and in accordance with the Documentation.

6.2.2 This license is limited to the number of Authorised Users and usage volumes specified in your Subscription Plan. You may not exceed these limits without obtaining additional licenses or upgrading your plan.

6.2.3 You may not:

• (a) copy, modify, adapt, translate, or create derivative works based on the Platform;
• (b) distribute, transfer, sell, lease, lend, or sublicense the Platform to any third party;
• (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;
• (d) remove, alter, or obscure any copyright, trademark, or other proprietary notices on the Platform;
• (e) access the Platform for the purpose of building a similar or competitive product or service;
• (f) use the Platform in any manner that exceeds the scope of the license granted herein.

6.3 User Content and Client Data

6.3.1 As between you and Cipher Knights, you retain all right, title, and interest in and to the Client Data that you upload, submit, store, or process using the Platform. Nothing in these Terms grants us any ownership rights in your Client Data.

6.3.2 By submitting Client Data to the Platform, you grant Cipher Knights a worldwide, royalty-free, non-exclusive, limited-term license to host, store, copy, transmit, display, and process such Client Data solely as necessary for us to:

• (a) provide the Platform to you and your Authorised Users;
• (b) maintain, support, and improve the Platform;
• (c) comply with our legal and regulatory obligations;
• (d) enforce our rights under these Terms.

6.3.3 This license does not grant us the right to sell your Client Data, use it for our own commercial purposes unrelated to providing the service to you, or disclose it to third parties except as permitted by these Terms or required by law.

6.3.4 You represent and warrant that:

• (a) you own all Client Data or have the necessary licenses, rights, consents, and permissions to publish, use, and process such Client Data as contemplated by these Terms;
• (b) the Client Data does not and will not infringe, misappropriate, or violate any third-party rights, including any copyrights, trademarks, patents, trade secrets, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary rights;
• (c) you have obtained all necessary consents and provided all required notices for the collection, use, and processing of any personal data contained in the Client Data, in compliance with all applicable Data Protection Legislation.

6.4 Feedback and Suggestions

6.4.1 If you provide us with any suggestions, comments, ideas, enhancement requests, recommendations, or other feedback regarding the Platform ("Feedback"), you hereby assign and agree to assign all rights, title, and interest in and to such Feedback to Cipher Knights.

6.4.2 You acknowledge and agree that Cipher Knights shall have the right to use, reproduce, modify, adapt, publish, distribute, and otherwise fully exploit such Feedback in any manner and for any purpose, without any restriction, obligation, or compensation to you.

6.4.3 You agree that all Feedback is provided on a non-confidential basis and that Cipher Knights is under no obligation to maintain the confidentiality of any Feedback.

6.5 Aggregated and Anonymized Data

6.5.1 Cipher Knights may collect and use aggregated and anonymized data derived from your use of the Platform for the purposes of:

• (a) improving and optimizing the Platform;
• (b) developing new features and services;
• (c) conducting research and analysis;
• (d) generating industry benchmarks and insights;
• (e) marketing and promotional purposes.

6.5.2 Aggregated and anonymized data does not identify you or any individual and is not considered personal data. You acknowledge that Cipher Knights shall own all rights in such aggregated and anonymized data and may use it for any lawful purpose.

6.6 Copyright Infringement Claims

6.6.1 Cipher Knights respects the intellectual property rights of others and expects users of the Platform to do the same. If you believe that any material available on or through the Platform infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent:

6.6.2 Your notice must comply with the requirements of the Copyright, Designs and Patents Act 1988 and must include:

• (a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
• (b) identification of the copyrighted work claimed to have been infringed;
• (c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
• (d) your contact information, including address, telephone number, and email address;
• (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

6.6.3 Cipher Knights will respond to all valid notices and may remove or disable access to any infringing material.

ARTICLE 7: DATA PROCESSING AND PRIVACY

7.1 Privacy Policy

7.1.1 Your use of the Platform is subject to our Privacy Policy, which explains how we collect, use, disclose, and protect personal data. The Privacy Policy is incorporated into these Terms by reference and forms an integral part of this agreement.

7.1.2 By using the Platform, you acknowledge that you have read and understood our Privacy Policy and consent to the collection, use, and processing of your personal data as described therein.

7.1.3 Our Privacy Policy is available at www.shiftcova.com/privacy and may be updated from time to time.

7.2 Data Processing Agreement (DPA)

7.2.1 Given the nature of the services provided by Shift Cova, you acknowledge and agree that:

• (a) For Client Data consisting of personal data relating to your staff, applicants, visitors, and other individuals, you are the Data Controller (you determine the purposes and means of processing);
• (b) Cipher Knights acts as a Data Processor on your behalf, processing such personal data only in accordance with your documented instructions as set forth in these Terms and the DPA;
• (c) For your account information and billing data, Cipher Knights acts as a Data Controller.

7.2.2 A separate Data Processing Agreement, which sets out the details of the processing, the security measures, the rights and obligations of both parties, and the mechanisms for handling data subject requests, is incorporated into these Terms by reference.

7.2.3 BY AGREEING TO THESE TERMS, YOU ARE ALSO AGREEING TO THE TERMS OF THE DPA. A copy of the DPA is available at www.shiftcova.com/dpa or may be requested by emailing dpo@cipherknights.com.

7.2.4 In the event of any conflict between these Terms and the DPA, the DPA shall prevail with respect to matters concerning data protection.

7.3 Data Security

7.3.1 Cipher Knights implements and maintains appropriate technical and organizational security measures to protect Client Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. These measures include, but are not limited to:

• (a) encryption of data in transit using TLS 1.2+ protocols;
• (b) encryption of data at rest using AES-256 encryption;
• (c) strict access controls and authentication procedures for personnel;
• (d) regular security assessments, vulnerability scanning, and penetration testing;
• (e) firewalls and intrusion detection/prevention systems;
• (f) secure data centres with physical security controls;
• (g) regular backups and disaster recovery procedures;
• (h) employee background checks and confidentiality agreements;
• (i) security awareness training for all personnel.

7.3.2 You acknowledge that no security measures are perfect or impenetrable, and Cipher Knights cannot guarantee the absolute security of your data. You are responsible for implementing and maintaining security measures on your own systems and for ensuring the security of your Account Credentials.

7.3.3 In the event of a personal data breach that is likely to result in a risk to the rights and freedoms of individuals, Cipher Knights will notify you without undue delay and will provide information about the breach as required by applicable law.

7.4 Data Processing Locations

7.4.1 Your Client Data may be processed in and transferred to various locations around the world, including but not limited to the United Kingdom, the European Economic Area, and other countries where Cipher Knights or its sub-processors maintain facilities.

7.4.2 When Client Data is transferred outside the UK or EEA, Cipher Knights ensures that appropriate safeguards are in place, such as Standard Contractual Clauses approved by the European Commission or UK Information Commissioner's Office, Binding Corporate Rules, or transfers to countries with adequacy decisions.

7.4.3 A list of our sub-processors and the locations where data may be processed is available in our DPA and may be updated from time to time. You may subscribe to notifications of changes to our sub-processors.

7.5 Data Subject Rights

7.5.1 You are responsible for responding to any requests from data subjects exercising their rights under applicable Data Protection Legislation (e.g., access, rectification, erasure, restriction, portability, objection).

7.5.2 If Cipher Knights receives a data subject request directly, we will forward it to you promptly, and you shall be responsible for responding to such request. Cipher Knights will provide reasonable assistance to enable you to respond to data subject requests, to the extent required by applicable law.

7.6 Data Retention and Deletion

7.6.1 Cipher Knights will retain Client Data for the duration of your Subscription Term and for a reasonable period thereafter as described in our Privacy Policy, unless earlier deletion is required by law or requested by you.

7.6.2 Upon termination of your subscription, Cipher Knights will provide you with a reasonable period (not less than 30 days) to export your Client Data in a commonly used format. After such period, Cipher Knights may delete all Client Data from its systems, unless required by law to retain it.

7.6.3 Cipher Knights shall not be liable for any loss of data following termination of your subscription.

7.7 Audit Rights

7.7.1 Upon reasonable notice and no more than once per year (except in the event of a data breach or as required by law), you may audit Cipher Knights' compliance with its data protection obligations under these Terms and the DPA.

7.7.2 Such audits shall be conducted during normal business hours, at your expense, and in a manner that does not disrupt Cipher Knights' business operations or compromise the security or privacy of other clients' data.

7.7.3 As an alternative to an on-site audit, Cipher Knights may provide you with a copy of its then-current SOC 2, ISO 27001, or similar third-party audit reports, which shall satisfy your audit rights.

ARTICLE 8: CONFIDENTIALITY

8.1 Definition of Confidential Information

8.1.1 "Confidential Information" means any and all information, technical data, or know-how, including but not limited to that which relates to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, or finances, disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with these Terms, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

8.1.2 Without limiting the foregoing, the following shall be considered Cipher Knights' Confidential Information:

• (a) the Platform's source code, object code, algorithms, and software architecture;
• (b) the Platform's pricing models, fee structures, and financial information;
• (c) the Platform's technical specifications, performance metrics, and security measures;
• (d) the Platform's user data, usage patterns, and analytics;
• (e) the Platform's product roadmaps, development plans, and strategies;
• (f) any information regarding Cipher Knights' business operations, strategies, and financial condition.

8.1.3 Client Data shall be considered your Confidential Information, and Cipher Knights shall protect it in accordance with these Terms and the DPA.

8.2 Obligations of Confidentiality

8.2.1 The Receiving Party agrees to:

• (a) hold the Confidential Information in strict confidence and take all reasonable precautions to protect such Confidential Information, including without limitation all precautions the Receiving Party employs with respect to its own confidential materials of a similar nature;
• (b) not divulge any Confidential Information to any third party without the prior written consent of the Disclosing Party;
• (c) not use the Confidential Information for any purpose other than the performance of its obligations or exercise of its rights under these Terms;
• (d) limit access to Confidential Information to those of its employees, agents, and contractors who need such access for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as those contained herein;
• (e) reproduce Confidential Information only to the extent necessary for the purposes permitted hereunder, with all reproductions bearing the same proprietary notices as the original.

8.3 Exclusions

Confidential Information does not include information that:

• (a) is or becomes generally known to the public through no fault of or breach of these Terms by the Receiving Party;
• (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, as evidenced by written records;
• (c) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality;
• (d) is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information, as evidenced by written records.

8.4 Required Disclosures

8.4.1 The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that:

• (a) the Receiving Party gives the Disclosing Party prompt written notice of such requirement to enable the Disclosing Party to seek a protective order or other appropriate remedy;
• (b) if disclosure is required, the Receiving Party discloses only the minimum information required and cooperates with the Disclosing Party's efforts to obtain confidential treatment for such disclosure.

8.5 Return of Confidential Information

Upon termination of these Terms or upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and certify such return or destruction in writing. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information as required by law or its bona fide record retention policies, provided such retained information remains subject to these confidentiality obligations.

8.6 Injunctive Relief

The parties acknowledge that a breach of confidentiality obligations may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief without the necessity of posting bond, in addition to any other remedies available at law or in equity.

ARTICLE 9: LIMITATION OF LIABILITY

9.1 No Warranties (Disclaimer)

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CIPHER KNIGHTS LTD, ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, CIPHER KNIGHTS MAKES NO WARRANTY THAT:

• (A) THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS;
• (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE, COMPLETE, OR RELIABLE;
• (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS;
• (E) ANY ERRORS OR DEFECTS IN THE PLATFORM WILL BE CORRECTED;
• (F) THE PLATFORM WILL BE COMPATIBLE WITH ANY THIRD-PARTY HARDWARE, SOFTWARE, OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CIPHER KNIGHTS OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

9.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIPHER KNIGHTS LTD'S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO CIPHER KNIGHTS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

IF YOU HAVE NOT PAID ANY FEES TO CIPHER KNIGHTS, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE PLATFORM AND TERMINATE YOUR ACCOUNT, AND CIPHER KNIGHTS' MAXIMUM AGGREGATE LIABILITY TO YOU SHALL BE ZERO (£0).

9.3 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIPHER KNIGHTS LTD, ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

• (A) LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES;
• (B) LOSS OF DATA, GOODWILL, OR USE;
• (C) BUSINESS INTERRUPTION OR WORK STOPPAGE;
• (D) COMPUTER FAILURE OR MALFUNCTION;
• (E) COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
• (F) ANY DAMAGES ARISING FROM ERRORS, OMISSIONS, OR INACCURACIES IN ANY CONTENT;
• (G) ANY PERSONAL INJURY OR PROPERTY DAMAGE;
• (H) ANY OTHER COMMERCIAL DAMAGES OR LOSSES,

ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF CIPHER KNIGHTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.4 Essential Basis

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS ARTICLE 9 ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THAT CIPHER KNIGHTS WOULD NOT BE ABLE TO PROVIDE THE PLATFORM ON AN ECONOMICALLY REASONABLE BASIS WITHOUT SUCH LIMITATIONS. THESE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9.5 Exclusion for Payroll Calculations and Compliance

WITHOUT LIMITING THE GENERALITY OF CLAUSE 9.3, CIPHER KNIGHTS LTD ACCEPTS NO LIABILITY WHATSOEVER FOR:

• (a) any errors, omissions, or inaccuracies in payroll calculations, tax deductions, National Insurance contributions, pension contributions, or any other financial calculations arising from incorrect data input by you or your Authorised Users;
• (b) your failure to update the Platform with the latest tax codes, rates, or regulatory requirements;
• (c) any penalties, interest, or fines imposed by HMRC or any other regulatory authority arising from errors in payroll processing, late submissions, or non-compliance;
• (d) any compliance failures resulting from inaccurate or incomplete Client Data;
• (e) any decisions you make based on reports or analytics generated by the Platform;
• (f) any failure to meet regulatory or legal obligations, including but not limited to those related to right-to-work checks, DBS checks, or GDPR compliance.

IT IS YOUR SOLE RESPONSIBILITY TO VERIFY THE ACCURACY OF ALL PAYROLL OUTPUTS, COMPLIANCE CHECKS, AND OTHER CALCULATIONS BEFORE MAKING PAYMENTS TO EMPLOYEES, REMITTING FUNDS TO HMRC, OR RELYING ON ANY INFORMATION GENERATED BY THE PLATFORM FOR LEGAL OR REGULATORY COMPLIANCE.

9.6 Failure of Essential Purpose

The parties agree that the limitations of liability set forth in this Article 9 shall apply notwithstanding any failure of essential purpose of any limited remedy.

ARTICLE 10: INDEMNIFICATION

10.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless Cipher Knights Ltd, its parent company, subsidiaries, affiliates, and their respective directors, officers, employees, agents, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, damages, judgments, liabilities, losses, settlements, costs, and expenses (including but not limited to reasonable attorneys' fees, court costs, and investigation costs) arising out of or in connection with:

• (a) your use of and access to the Platform, including any use by your Authorised Users;
• (b) your violation of any provision of these Terms, including but not limited to the Acceptable Use Policy;
• (c) your violation of any applicable law, regulation, or third-party right, including without limitation any intellectual property right, privacy right, or confidentiality obligation;
• (d) any claim that your Client Data (or any use thereof) infringes, misappropriates, or violates any third-party right or caused damage to any third party;
• (e) any dispute between you and any of your employees, workers, contractors, applicants, or visitors;
• (f) any payroll errors, tax miscalculations, or compliance failures arising from your use of the Platform;
• (g) any personal injury or property damage arising from your use of the Platform;
• (h) any negligence, fraud, or willful misconduct by you or your Authorised Users.

10.2 Indemnification Procedure

10.2.1 Cipher Knights shall promptly notify you in writing of any claim for which it seeks indemnification hereunder. Failure to provide prompt notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure.

10.2.2 You shall have the right to assume the defense of any such claim with counsel reasonably satisfactory to Cipher Knights. Cipher Knights shall have the right to participate in the defense with its own counsel at its own expense.

10.2.3 You may not settle any claim without Cipher Knights' prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Cipher Knights shall not settle any claim without your prior written consent if such settlement would impose any obligation on you or admit any liability on your part.

10.3 Survival

This indemnification obligation shall survive the termination of these Terms and your use of the Platform.

ARTICLE 11: TERMINATION AND SUSPENSION

11.1 Termination by You

11.1.1 You may terminate your account and these Terms at any time by:

• (a) following the account cancellation instructions available in your account settings; or
• (b) sending a written notice of termination to support@shiftcova.com.

11.1.2 Termination by you will be effective at the end of your then-current Subscription Term, subject to the cancellation provisions in Clause 4.5.

11.1.3 You are responsible for all Fees incurred through the date of termination, and no refunds will be provided except as expressly set forth in these Terms.

11.2 Termination by Cipher Knights

11.2.1 We may suspend or terminate your access to the Platform and/or terminate these Terms immediately, without prior notice or liability, for any reason whatsoever, including without limitation if:

• (a) you materially breach any provision of these Terms (including the Acceptable Use Policy) and fail to cure such breach within 10 days of receiving written notice thereof;
• (b) you fail to pay any Fees when due and do not cure such non-payment within 7 days of notice;
• (c) you exceed any applicable usage limits of your Subscription Plan and fail to remedy such excess within a reasonable time;
• (d) you become insolvent, file for bankruptcy, are dissolved, or cease to do business;
• (e) we are required to do so by law or regulation;
• (f) we decide to discontinue the Platform or a material part thereof;
• (g) your use of the Platform poses a security risk to us or any third party.

11.2.2 We may also terminate these Terms for our convenience upon 30 days' notice to you, in which case we will provide a pro-rata refund of any prepaid but unused Fees for the remainder of your Subscription Term.

11.3 Suspension of Access

11.3.1 Without limiting our right to terminate, we may suspend your access to the Platform immediately without notice if:

• (a) we reasonably believe that your use of the Platform poses a security risk to us or any third party;
• (b) we reasonably believe that your use of the Platform may subject us or any third party to liability;
• (c) we are investigating suspected misconduct by you or your Authorised Users;
• (d) you fail to cooperate with any investigation or audit;
• (e) you exceed any usage limits and fail to remedy such excess promptly.

11.3.2 We will lift any suspension as soon as the reason for suspension is resolved to our reasonable satisfaction.

11.4 Effect of Termination

11.4.1 Upon termination of these Terms for any reason:

• (a) your right to access and use the Platform shall immediately cease;
• (b) you shall pay all Fees outstanding through the date of termination;
• (c) Cipher Knights shall have no obligation to provide any further access to the Platform;
• (d) all licences granted hereunder shall immediately terminate.

11.4.2 Data Export: Within 30 days after termination, you may request export of your Client Data in a commonly used format. Cipher Knights will provide such data export within a reasonable time, subject to payment of any applicable fees. After such 30-day period, Cipher Knights may delete all Client Data from its systems, unless required by law to retain it.

11.4.3 Data Deletion: Cipher Knights shall have no obligation to retain any Client Data after the 30-day export period and may irretrievably delete all such data without further notice. Cipher Knights shall not be liable for any loss of data following termination.

11.4.4 Survival: The following provisions shall survive termination of these Terms: Articles 6 (Intellectual Property Rights), 7 (Data Processing and Privacy), 8 (Confidentiality), 9 (Limitation of Liability), 10 (Indemnification), 11.4 (Effect of Termination), 12 (Governing Law and Dispute Resolution), and 14 (General Provisions).

ARTICLE 12: GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

12.2 Dispute Resolution

12.2.1 Informal Resolution: Before filing any claim, the parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to these Terms or the Platform ("Dispute") through good-faith negotiations. The party asserting the Dispute shall provide written notice to the other party describing the Dispute and proposed resolution. If the Dispute is not resolved within 30 days of such notice, either party may pursue the claim as permitted below.

12.2.2 Jurisdiction: Subject to Clause 12.2.1, you agree that any claim or dispute arising out of or relating to these Terms or your use of the Platform must be resolved exclusively by the courts of England and Wales. You also agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims.

12.2.3 Venue: The exclusive venue for any legal action arising out of or relating to these Terms shall be the courts located in London, England.

12.2.4 Service of Process: You consent to service of process by email at your last-known email address on file with us, or by registered mail at your last-known mailing address on file with us.

12.3 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PURPORT TO ACT IN A REPRESENTATIVE CAPACITY.

12.4 Equitable Relief

Notwithstanding anything to the contrary in this Article 12, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information or to prevent irreparable harm, without the need to post bond or prove actual damages.

ARTICLE 13: MODIFICATIONS TO THE TERMS

13.1 Right to Modify

Cipher Knights Ltd reserves the right, at its sole discretion, to modify, amend, or replace these Terms at any time. When we make material changes, we will provide you with notice as appropriate under the circumstances, such as by sending an email to the primary email address associated with your account or by posting a notice on the Platform.

13.2 Material Changes

If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

13.3 Acceptance of Changes

By continuing to access or use our Platform after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorised to use the Platform and must immediately cease all access and use.

13.4 Historical Terms

We will maintain a copy of previous versions of these Terms for your review upon request.

ARTICLE 14: GENERAL PROVISIONS (MISCELLANEOUS)

14.1 Entire Agreement

These Terms, together with the Privacy Policy, the Data Processing Agreement, any Order Forms, and any other documents expressly incorporated by reference, constitute the entire and exclusive understanding and agreement between you and Cipher Knights Ltd regarding your use of the Platform and supersede and replace all prior oral or written understandings, representations, or agreements, whether written or oral.

14.2 Severability

If any provision of these Terms is held to be unenforceable or invalid by a court of competent jurisdiction, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

14.3 Waiver

No failure or delay by Cipher Knights in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver shall be effective unless in writing and signed by an authorised representative of Cipher Knights.

14.4 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (excluding obligations to pay money) where such failure or delay results from any cause beyond such party's reasonable control, including but not limited to acts of God, war, terrorism, riots, civil commotion, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, labour disputes, shortages of transportation, facilities, fuel, energy, labour, or materials, failures of telecommunications or internet infrastructure, pandemics, epidemics, governmental orders or restrictions, or any other event beyond the reasonable control of the affected party. The affected party shall notify the other party promptly of any such force majeure event and shall use reasonable efforts to resume performance as soon as possible.

14.5 Assignment

14.5.1 You may not assign or transfer these Terms, by operation of law or otherwise, without Cipher Knights' prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void.

14.5.2 Cipher Knights may freely assign or transfer these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. We will notify you of any such assignment.

14.5.3 Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective permitted successors and assigns.

14.6 Relationship of Parties

No agency, partnership, joint venture, fiduciary, or employment relationship is created as a result of these Terms, and neither party has any authority of any kind to bind the other in any respect. Each party shall remain an independent contractor at all times.

14.7 Third-Party Rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, but this does not affect any right or remedy of a third party which exists or is available apart from that Act. The parties may rescind or vary these Terms without the consent of any third party.

14.8 Notices

14.8.1 All notices given by you to us must be given to Cipher Knights Ltd at the address set forth in Article 15. We may give notice to you at the email address you provided during registration or in your account information.

14.8.2 Notice shall be deemed given: (a) when delivered personally; (b) three business days after being sent by registered or certified mail, postage prepaid; (c) one business day after being sent by a reputable overnight courier; or (d) when sent by email, upon confirmation of delivery (if requested) or upon transmission if no error message is received.

14.9 Export Compliance

The Platform may be subject to UK and EU export control laws and regulations. You agree to comply with all applicable export control laws and regulations and represent that you are not located in, under the control of, or a national or resident of any country to which the UK or EU has embargoed goods or services.

14.10 Language

The parties confirm that they have requested and agree that these Terms and all related documents be drafted in English. Les parties aux présentes confirment leur demande et leur accord que cette convention ainsi que tous les documents y afférents soient rédigés en anglais.

14.11 Counterparts

These Terms may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

ARTICLE 15: CONTACT INFORMATION

If you have any questions about these Terms, the Platform, or any other related matter, please contact us at: