Terms of Service

1. Who we are, and what these terms do

These Terms of Service ("Terms") are a contract between High Mesa Ltd, trading as Yumee, a company registered in England and Wales (Company No. 13626375, VAT No. GB489456330) of 123 Kings Mill Way, Denham, Uxbridge UB9 4BT, United Kingdom ("we", "us", "our"), and the organisation that holds a Yumee Workforce account ("you", "your", the "Customer"). They govern your use of the Service. Together with the Data Processing Agreement ("DPA") and the Privacy Policy, which are incorporated into these Terms, they are the entire agreement between us.

The person who accepts these Terms confirms that they are authorised to enter into this contract on behalf of the Customer. Acceptance is electronic: we record the version accepted, the date and time, the user account and a one-way hash of the IP address. You can see the accepted version at any time in the panel, and we will provide a copy on request.

2. Definitions

Service — the Yumee Workforce time-and-attendance system: the management panel, the kiosk application for Android tablets, the Yumee Work employee application, the public API, and any documentation and support we provide. Customer Data — all data you or your Users enter into, or generate through, the Service, including employee records and clock-in data. Users — the people you authorise to use the panel. Staff — your employees, workers and contractors whose attendance is recorded. Plan — the subscription package you select, with its allowances and prices. Billing Period — the monthly or annual period for which fees are charged.

3. The Service and your account

We grant you a non-exclusive, non-transferable right to use the Service during the term of your subscription, for your own internal business purposes, subject to these Terms and your Plan's allowances. You are responsible for everything done under your account: keeping credentials, kiosk pairing codes, device exit codes and staff PINs confidential, setting appropriate roles for your Users, and removing access when a User leaves. Tell us without delay at support@yumeeservices.com if you believe an account has been compromised.

The Service is provided to businesses. It is not offered to consumers, and the statutory rights of consumers under the Consumer Rights Act 2015 do not apply to it.

4. Free trial

Where a free trial is offered, it runs for the period shown when you sign up and requires no payment method. You may use the Service in full during the trial. If you do not cancel before the trial ends, your subscription continues on the Plan you selected and your first invoice is issued for the first Billing Period after the trial. We may end or shorten a trial if it is being used to evade fees or in breach of clause 11.

5. Fees, VAT and invoicing

Fees are those shown for your Plan when you subscribe, or as later changed under clause 7. Unless we agree otherwise in writing:

(a) the base fee for each Billing Period is charged in advance; (b) usage above the allowances included in your Plan — additional tablets, additional TV boards and additional staff records — is charged in arrears at the per-unit prices shown on the pricing page and on your invoice; (c) all fees are exclusive of VAT, which is added at the applicable rate; (d) invoices are issued electronically to your billing contact and are payable within the terms shown on the invoice; (e) fees are payable in pounds sterling unless your Plan states otherwise; and (f) Network Services under clause 15 are invoiced as set out in their written quote.

It is your responsibility to keep your billing contact details current. An invoice is validly delivered when sent to the billing email address on your account.

6. Payment, late payment and suspension

Where you have set up a Direct Debit or other automatic payment method, you authorise us to collect the amounts shown on each invoice on or after its due date. If payment is not received:

(a) we will mark the invoice overdue and notify your billing contact; (b) if it remains unpaid after the grace period stated in the notice, we may suspend the Service — clock-in processing and the panel stop, while your data is retained; and (c) we may charge statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. Suspension always follows the two-step process above; we do not suspend without a prior overdue notice. Access is restored promptly once payment clears. Suspension does not reduce the fees due for the suspended period.

7. Price changes

We may change our prices. If we do:

(a) we will give you at least 30 days' notice by email to your billing contact, and the notice will state the new price and the date it takes effect; (b) for monthly subscriptions the new price applies from the first Billing Period that begins after that date; (c) for annual subscriptions your price is fixed for the period you have paid for — a change applies only from your next renewal, and we will give the same notice before that renewal; and (d) if you do not accept the change you may cancel with effect from the date it would take effect, without any cancellation fee, by telling us before that date. Continuing to use the Service after the change takes effect means you accept the new price.

Changes to the per-unit prices for additional tablets, boards and staff follow the same notice. Prices quoted in a written quotation or order form are held for the period stated in it. Nothing in this clause allows us to change the price for a period you have already paid for.

8. Term, renewal and cancellation

Monthly subscriptions renew automatically each month; annual subscriptions renew automatically each year, unless cancelled. You may cancel at any time from the Billing page in the panel or by writing to support@yumeeservices.com. Cancellation takes effect at the end of the Billing Period you have paid for: the Service continues until then, no further invoices are issued, and fees already paid are not refunded, in whole or in part, including where an annual subscription is cancelled part way through its term. This does not affect your rights where we are in breach (clause 9) or your rights under clause 7(d).

9. Termination

Either party may terminate this agreement immediately on written notice if the other: materially breaches these Terms and does not remedy the breach within 30 days of being asked to; becomes insolvent, enters administration or liquidation, or ceases to trade. We may also terminate or suspend immediately where required by law, where continued provision would expose us or others to liability, or on the grounds in clause 11.

We may retire the Service or a material part of it on 90 days' notice; if we do, we will refund the unused part of any fees you have paid in advance for a period after the retirement date.

On termination for any reason: your right to use the Service ends; you may export your Customer Data from the panel for 30 days; after that period the data is deleted in accordance with the DPA, except records we must keep by law (invoices and accounting records: six years).

10. Your responsibilities

You are responsible for: (a) the accuracy and lawfulness of the Customer Data you enter, including pay rates, working patterns and HMRC-related fields; (b) obtaining any consents and giving any notices required from your Staff, in particular explicit consent for facial recognition where you enable it, and for photographs and location checks where you enable them; (c) configuring the Service correctly, including retention periods, geofences, pay rules, break rules and roles; (d) checking the results the Service produces before using them for payroll or for any decision affecting a person; (e) the tablets, phones, networks and power supply you use; and (f) complying with employment, working-time, minimum-wage and data-protection law in the places you operate.

The Service records and reports attendance. It is not a payroll engine and does not calculate tax, National Insurance, pension contributions or statutory payments, and it does not file anything with HMRC. Figures it produces are an input to your payroll process, to be checked by you.

11. Acceptable use

You must not, and must not allow anyone to: use the Service to monitor individuals without a lawful basis, or in a way that is covert, oppressive or unlawful; record data about people who are not your Staff; attempt to access another customer's data or our systems; probe, scan or test the security of the Service without our written permission; reverse engineer, copy or create a competing product from the Service; resell or provide the Service to a third party except as a genuine group company or franchise we have agreed in writing; introduce malware; or use the Service in a way that damages its operation or reputation. Breach of this clause entitles us to suspend the account immediately.

12. Data protection

For Customer Data about your Staff and Users you are the controller and we are the processor; the terms on which we process it are set out in the Data Processing Agreement, which forms part of this contract and which you accept when you accept these Terms. For account, billing and support data about your own contacts we are the controller, as described in the Privacy Policy. Each party will comply with the UK GDPR, the Data Protection Act 2018 and, where applicable, the EU GDPR. Where you enable facial recognition, the biometric data involved is special category data and you must have a valid Article 9 condition — normally explicit consent, which the Service records with a timestamp and which a member of Staff can withdraw.

13. Confidentiality

Each party will keep the other's confidential information confidential, use it only to perform this agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, was already lawfully known, is independently developed, or must be disclosed by law or a regulator — in which case, where lawful, the disclosing party is told first. These obligations continue for three years after the agreement ends, and indefinitely for personal data and security information.

14. Security

We apply the technical and organisational measures described in the DPA, including encryption in transit and at rest, tenant isolation enforced on every read and write, multi-factor authentication and logging for administrative access, salted hashing of PINs and device exit codes, time-limited and audited support sessions, and an immutable audit log of changes made in the panel. You must tell us promptly of any suspected security incident affecting your account.

15. Availability, maintenance and support

We aim for 99.9% monthly availability of the panel and of clock-in processing, measured over a calendar month and excluding: planned maintenance notified in advance; emergency maintenance; failures of your equipment, network or power; and events under clause 20. This is a target, not a service credit scheme: no credits or refunds accrue automatically for downtime, and your remedy for sustained failure is termination under clause 9. The kiosk application continues to record clock-ins while offline and synchronises when the connection returns; the queued entries carry the corrected time of the event.

Support is provided by email at support@yumeeservices.com on UK working days. We publish incidents and planned maintenance on our status page.

On-site visits. Visits to your premises are not included in your subscription as of right. If you need someone on site, contact us. Whether we attend, when, and on what terms, including any charge, is for us to decide and to agree with you in advance.

Network Services. If you ask, we can also survey your premises, supply and install network hardware and cabling, secure your network and support it ("Network Services"). Network Services are not included in your subscription fee. We quote for them in writing before we start, and that quote sets out the work, the price, the payment terms and any ongoing support. Unless the quote says otherwise: we carry out the work with reasonable skill and care, and at times agreed with you; you give us safe access to your premises and obtain any permission needed from your landlord or others, for example for cabling; hardware becomes yours when it has been paid for in full, and is at your risk once it is delivered to your premises; and hardware is covered by its manufacturer's warranty, the benefit of which we pass on to you, and we help you claim under it. Hardware and cabling we install are your devices and networks for the purposes of clause 17.

16. Changes to the Service

We develop the Service continuously and may add, change or remove features. We will not make a change that materially reduces the core functionality you subscribed to without 30 days' notice; if such a change would materially disadvantage you, you may cancel with effect from the date it takes effect and we will refund the unused part of any fees paid in advance. Changes required for security, safety or legal compliance may be made immediately.

17. Third-party platforms, devices and services

The kiosk and employee applications are distributed through Google Play and the Apple App Store and run on devices, operating systems and networks we do not control. Their availability, their store policies and their updates are outside our control, and we are not liable for them. You are responsible for the tablets and phones you use, for keeping them charged, connected and updated, and for physically securing any tablet mounted in a public area.

18. Intellectual property and feedback

We and our licensors own the Service and all intellectual property in it, including the applications, the panel and our documentation; nothing in these Terms transfers that ownership to you. You own your Customer Data; you grant us a licence to host, process and display it only to the extent needed to provide, secure and support the Service and to meet our legal obligations. We may use aggregated, anonymised statistics that cannot identify you, your Staff or your business to improve and describe the Service. If you send us suggestions or feedback, we may use them without obligation to you. We will not name you as a customer in public marketing without your written permission.

19. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care and in accordance with these Terms. Except as expressly stated, and to the fullest extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded: in particular we do not warrant that the Service will be uninterrupted or error free, that it will meet a requirement we have not agreed in writing, or that the reports it produces are correct where the data or configuration you provide is not.

20. Liability

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited. Subject to that:

(a) neither party is liable for indirect or consequential loss, nor for loss of profit, revenue, goodwill, anticipated savings, business opportunity or reputation, however arising; (b) we are not liable for payroll or employment decisions made using the Service, including underpayment or overpayment of wages arising from data you entered or settings you configured, nor for fines or penalties resulting from your legal obligations as an employer; (c) we are not liable for loss or corruption of data to the extent it results from your own acts, your configuration, or your failure to export data during the 30-day window in clause 9; and (d) our total aggregate liability arising out of or in connection with this agreement in any 12-month period is limited to the total fees you paid to us in the 12 months before the event giving rise to the claim, or £1,000 if that is greater.

Each party must take reasonable steps to mitigate its loss. Claims must be brought within 12 months of the date the claimant became aware, or ought reasonably to have become aware, of the circumstances giving rise to them.

21. Indemnity

You will indemnify us against claims, losses and reasonable costs arising from: your use of the Service in breach of clause 10 or 11; monitoring of individuals without a lawful basis or without the consents and notices you were required to obtain; and content or data you upload that infringes a third party's rights. We will indemnify you against claims that the Service, used in accordance with these Terms, infringes a third party's intellectual property rights in the United Kingdom, provided you tell us promptly, let us conduct the defence and do not admit liability; our liability under this indemnity is subject to clause 20(d).

22. Events outside our control

Neither party is liable for failure or delay caused by events beyond its reasonable control, including failures of internet or telecommunications providers, cloud infrastructure or payment networks, power failures, fire, flood, epidemic, industrial action, war, terrorism, cyber-attack by a third party, or acts of government. If such an event continues for more than 30 days, either party may terminate on notice and we will refund the unused part of fees paid in advance.

23. Assignment, subcontracting and sub-processors

You may not assign or transfer this agreement without our written consent, which will not be unreasonably withheld; consent is not needed for a transfer to a group company or to a buyer of your business, provided you tell us. We may assign this agreement to a group company or to a buyer of our business, and may subcontract parts of the Service, remaining responsible for our subcontractors. Sub-processors of personal data are appointed and notified in accordance with the DPA.

24. Notices

Notices to you are sent by email to your billing or administrator contacts, or shown in the panel; notices to us are sent to support@yumeeservices.com or by post to the address above. Email notices are treated as received on the working day after sending. It is your responsibility to keep contact addresses current and to make sure our messages are not blocked by your filters.

25. Changes to these Terms

We may change these Terms. We will give at least 30 days' notice of any material change, by email and in the panel, and the panel will ask an authorised user to accept the new version. If you do not accept a material change, you may cancel with effect from the date it takes effect, without a cancellation fee; continuing to use the Service after that date means you accept the new version. Changes required by law or for security may take effect immediately. Every version we have published, and the version you accepted, remain available on request.

26. General

These Terms, with the DPA and Privacy Policy, are the entire agreement between us and replace anything said or written before, except that nothing excludes liability for fraudulent misrepresentation. A failure to enforce a term is not a waiver of it. If any provision is held invalid, the rest continues in force and the invalid provision is treated as modified to the minimum extent needed to make it valid. Nothing creates a partnership, joint venture or employment relationship. A person who is not a party has no right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999. Any special commercial terms we agree in a signed order form take precedence over these Terms to the extent they conflict.

27. Complaints and disputes

If something goes wrong, contact us first at support@yumeeservices.com; we aim to acknowledge complaints within two working days and to resolve them within 20 working days. Both parties will try in good faith to resolve a dispute by discussion between senior representatives before starting proceedings. Nothing in this clause prevents either party from seeking urgent injunctive relief.

28. Governing law and jurisdiction

This agreement and any dispute arising from it, including non-contractual disputes, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

29. Version

Version 2026-09-26, effective 26 September 2026. Contact: High Mesa Ltd t/a Yumee, 123 Kings Mill Way, Denham, Uxbridge UB9 4BT, United Kingdom · Company No. 13626375 · VAT No. GB489456330 · support@yumeeservices.com.