Terms of Service

Note: These Terms have been drafted with reference to UK SaaS market practice, the Unfair Contract Terms Act 1977, the Consumer Contracts Regulations 2013, HMRC Developer Hub Terms of Use, and the Data Protection Act 2018. They are reviewed periodically. For questions, contact [email protected].

1. The Agreement

1.1 These Terms of Service ("Terms") form a binding agreement between Octillionsoft LIMITED (trading as Vupiy, we, us, our), a company registered in England and Wales (company number 13312842) with registered office at 295 Caledonian Road, Islington, London, N1 1EG, United Kingdom, and you (the "Customer", "you", "your") in respect of your use of Vupiy.

1.2 By creating an account, signing up to a free trial, or using Vupiy in any way, you accept these Terms, our Privacy Policy and our Data Processing Agreement (incorporated by reference where you act as a controller of personal data uploaded into Vupiy).

1.3 If you are signing up on behalf of a company, partnership, or other legal entity, you warrant that you have authority to bind that entity to these Terms. "You" means that entity in those circumstances.

1.4 These Terms govern a business-to-business relationship. If you are a consumer acting wholly or mainly outside any trade, business, craft or profession, please contact us at [email protected] before subscribing — Vupiy is designed for business use, and consumer-specific protections under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 may not apply.

2. The Service

2.1 Vupiy is a software-as-a-service ("SaaS") accounting and invoicing platform delivered via the public internet at vupiy.co.uk and associated subdomains. The features available depend on the plan you choose; current plans, features and prices are described on the Pricing page.

2.2 The Service includes integrations with third parties — for example HMRC, Stripe, Open Banking providers, and Companies House (where enabled). Your use of those integrations is subject to those third parties' own terms, in addition to these Terms.

2.3 We continuously develop the Service. We may add, change, or remove features. We will not materially reduce a feature you rely on without 30 days' prior notice by email and in-app banner. New features may be made available as beta or "preview" — see clause 13.

3. Subscription, fees and billing

3.1 Plans and billing periods. Plans are described on the Pricing page. You can choose a monthly, quarterly, biannual, or annual billing cadence. Prices are exclusive of UK VAT, which is added at checkout where applicable.

3.2 Auto-renewal. Your subscription renews automatically at the end of each billing period unless you cancel in accordance with clause 11.

3.3 Upgrades. Plan upgrades take effect immediately and are pro-rated for the remainder of the current billing period.

3.4 Downgrades. Plan downgrades take effect at the start of the next billing period. We may need to remove access to features outside your new plan, or apply limits to multi-company/extra slot usage above the new plan's allowances.

3.5 Cancellation. You can cancel at any time from in-app Settings → Subscription. Cancellation is immediate (no further charges); access continues until the end of the current billing period.

3.6 30-day money-back guarantee. If you cancel within 30 days of your first paid subscription, contact [email protected] for a full refund. After 30 days, fees are non-refundable except where required by law.

3.7 Price changes. We may change prices. Price increases for renewals will be notified by email at least 30 days before they take effect, giving you the option to cancel before renewal.

3.8 Late payment. If a recurring payment fails, we will attempt to retry. After repeated failures we may suspend your account. We will email you before suspension. Suspended accounts can be reactivated by settling the outstanding balance within 60 days; after that we may terminate.

3.9 Stripe billing. Vupiy uses Stripe for subscription payments. Your relationship with Stripe in that capacity is governed by Stripe's own terms; we do not store full payment card details — Stripe does.

3.10 Per-tenant Stripe accounts. Where you connect your own Stripe account to Vupiy (to accept customer payments on invoices you raise), you are responsible for compliance with Stripe's terms, and Vupiy does not act as a payment processor for those transactions. Vupiy charges no markup on Stripe fees you incur.

4. Your data — ownership and our use

4.1 You own your data. All data you upload to Vupiy or generate while using the Service remains your property. We do not claim ownership.

4.2 Limited licence to us. You grant Vupiy a non-exclusive, worldwide licence to host, copy, transmit, display, and process your data solely as necessary to operate the Service for you, to comply with our legal obligations, and to provide customer support. This licence terminates when you delete the data or close your account (subject to the retention rules in clause 11.4 and the Privacy Policy).

4.4 Aggregate / anonymised statistics. We may compile aggregate, anonymised statistics from across our customer base for product improvement, capacity planning and benchmarking — provided that no individual customer or person is identifiable from those statistics.

4.5 Export. You can export your data at any time:

• Excel and PDF export from inside the app — available on all plans.
• REST API access for programmatic export — available on Business and Practice plans.

The export format is "structured, commonly used, machine-readable" within the meaning of Article 20 UK GDPR, supporting your right to data portability.

4.6 Data Processing Agreement. Where your use of Vupiy involves processing personal data of your own customers, suppliers, or employees (for example, the contacts on invoices you raise), Vupiy acts as processor and you are the controller. Our Data Processing Agreement sets out the Article 28 UK GDPR terms governing that processing and is incorporated into these Terms by reference.

5. HMRC recognition and connection

5.1 HMRC recognition

Vupiy is recognised by HMRC as compatible with Making Tax Digital for VAT. This means Vupiy has successfully completed HMRC's technical compatibility process for the relevant APIs. HMRC does not endorse, approve or guarantee any third-party software, including Vupiy. HMRC is not responsible for Vupiy's pricing, functionality outside the HMRC connection, customer support, availability, or any losses arising from your use of Vupiy.

5.2 Other tax regimes

Where you see "compatible with" or "recognised for" a specific tax regime in Vupiy (for example, MTD ITSA, Self Assessment, Corporation Tax, Companies House), this refers to that specific HMRC or Companies House process — not a general endorsement of Vupiy.

5.3 Your responsibility for your tax submissions

5.4 Authorising Vupiy to act with HMRC

To submit your VAT returns (and, when enabled, other taxes) through Vupiy, you must complete HMRC's OAuth authorisation flow. By doing so you authorise Vupiy to call HMRC's APIs on your behalf for the scope you grant (for VAT MTD: read your VAT obligations, liabilities and payments; submit your VAT returns) for the maximum period HMRC allows (currently 18 months at the time of writing — HMRC may change this).

You may revoke this authorisation at any time, either from within Vupiy ("Disconnect from HMRC" in Settings → HMRC) or from your HMRC online account at Account home → Manage account → Tax agents and software. Once you revoke, Vupiy will be unable to file or retrieve any further information from HMRC on your behalf until you re-authorise. Submissions already made remain valid and on the HMRC record.

5.5 Your obligations when using Vupiy's HMRC connection

When you use Vupiy to interact with HMRC, you agree that you will not:

• (a) attempt to bypass, modify or interfere with the HMRC authorisation flow;
• (b) use Vupiy to submit information you know to be false or misleading;
• (c) share your HMRC Government Gateway credentials with anyone;
• (d) attempt to scrape, reverse-engineer or otherwise circumvent HMRC's security controls via Vupiy;
• (e) use Vupiy to submit information on behalf of a person or business for which you do not have lawful authority.

We may be required by HMRC to disable your HMRC connection (or your Vupiy account) if HMRC notifies us that your use breaches these obligations or HMRC's own Terms of Use.

5.6 Digital links rule (VAT Notice 700/22)

HMRC requires that the chain of data flow from your initial digital record-keeping system to the figures submitted to HMRC consists of unbroken "digital links" (electronic transfer or import — not manual re-keying or copy-paste). When you import data into Vupiy from a separate source, you are responsible for ensuring that the import method satisfies HMRC's digital links rule. Vupiy provides API and file-based import options that meet HMRC's digital links definition; if you choose to re-key figures manually from another system, your submission chain may not comply with VAT Notice 700/22.

5.7 Fraud prevention headers

As required by The Delivery of Tax Information through Software (Ancillary Metadata) Regulations 2019 (SI 2019/360), Vupiy is required to collect and transmit a set of "fraud prevention headers" with every HMRC API call your account makes. The categories of data and the legal basis are fully disclosed in our Privacy Policy, Section 7. This is mandated by UK law; you cannot opt out and continue to use the HMRC connection.

5.8 Our obligations to HMRC

As an HMRC-recognised software provider, Vupiy is bound by HMRC's Developer Hub Terms of Use and by SI 2019/360. If HMRC notifies us of suspected fraud or terms-of-use breach involving your account, we may be required to:

• (a) suspend your HMRC connection;
• (b) share account-identifying information with HMRC for the prevention and detection of crime;
• (c) cooperate with HMRC's investigation.

We will tell you what we have done as soon as we are lawfully permitted to.

5.9 Submission audit records

We retain a tamper-evident audit record of each successful and unsuccessful HMRC submission for a minimum of six years from the end of the relevant tax period, in line with VAT Notice 700/22 and equivalent rules for ITSA, Self Assessment and Corporation Tax. We retain this audit record even after you close your Vupiy account or revoke your HMRC connection. Details are in our Privacy Policy, Section 9.

6. Acceptable use

6.1 You agree not to:

• (a) use Vupiy in breach of any applicable law or regulation, including UK financial-services, tax, employment, data-protection, and sanctions law;
• (b) infringe any intellectual property right;
• (c) send unsolicited marketing communications in breach of PECR or any other applicable law;
• (d) upload, transmit, or distribute any material that contains viruses, Trojan horses, worms or other malicious code;
• (e) attempt to gain unauthorised access to the Service, any part of our infrastructure, or any other user's account;
• (f) interfere with or disrupt the integrity or performance of the Service, including by attempting to bypass authentication, rate limits, or security controls;
• (g) reverse-engineer, decompile, scrape, republish, or attempt to extract the source code of the Service, except to the extent expressly permitted by law;
• (h) use Vupiy to facilitate fraud, money laundering, terrorist financing, tax evasion, or any other criminal activity;
• (i) process special category personal data (within the meaning of Article 9 UK GDPR — e.g., health data, biometric data for identification, racial origin) through Vupiy without first agreeing additional written terms with us;
• (j) use Vupiy to submit information on behalf of a person or business for which you do not have lawful authority;
• (k) use the Service in a way that disproportionately impacts other customers or our infrastructure (we will tell you if we identify an issue and give you a reasonable opportunity to cure).

6.2 Breach of acceptable use may result in suspension or termination of your account without refund, in line with clause 11.

7. Service availability

7.1 We aim for 99.9% monthly uptime of core functionality. The Service is provided on a best-effort basis. We publish operational status at status.vupiy.co.uk.

7.2 Scheduled maintenance. We will give at least 48 hours' notice (by email and status page) of any planned downtime. Where possible, maintenance is scheduled outside UK business hours.

7.3 HMRC outages. HMRC's own APIs occasionally experience planned or unplanned downtime. Vupiy is not liable for your inability to file with HMRC when HMRC's platform itself is unavailable. We will publish status updates if HMRC's APIs are degraded.

7.4 No SLA on standard plans. Service-level commitments with credits apply only on plans that explicitly include an SLA addendum.

8. Intellectual property

8.1 Vupiy IP. All intellectual property rights in the Service, including the software, source code, designs, trademarks ("Vupiy", "Octillionsoft" and associated logos), documentation, and any improvements or derivative works, are owned by Octillionsoft LIMITED or its licensors.

8.2 Limited licence to you. During your subscription, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Service in accordance with these Terms.

8.3 Your IP. You retain all intellectual property rights in the data and content you upload to or create with the Service.

8.4 Feedback. If you give us feedback, suggestions, or feature requests, you grant us a perpetual, royalty-free, worldwide licence to use that feedback to improve the Service. We do not have to acknowledge or compensate you for feedback.

8.5 IP indemnity by Vupiy. Subject to clause 9, Vupiy will defend you against third-party claims that your authorised use of the Service infringes the third party's UK or EU intellectual property rights, and pay damages awarded against you in such claims, provided you (i) notify us promptly in writing, (ii) give us sole control of the defence and settlement, and (iii) cooperate reasonably. This indemnity is not subject to the liability cap in clause 9.3.

8.6 IP indemnity by you. You will defend and indemnify Vupiy against third-party claims arising from (i) your unlawful or unauthorised use of the Service, (ii) the content you upload to the Service, or (iii) your breach of clause 6 (acceptable use).

9. Limitation of liability

9.1 Nothing in these Terms excludes or limits either party's liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation;
• (c) any other liability that cannot be excluded or limited by law.

9.2 Subject to clause 9.1, neither party shall be liable to the other under or in connection with these Terms (whether for breach of contract, negligence, breach of statutory duty, or otherwise) for any:

• (i) loss of profits, revenue, anticipated savings or business;
• (ii) loss or corruption of data, other than Vupiy's obligation to maintain backups in accordance with our published practice;
• (iii) loss of goodwill or reputation;
• (iv) any indirect, special, or consequential loss.

9.4 Liability under Vupiy's IP indemnity in clause 8.5 is not subject to the cap in clause 9.3.

9.5 HMRC penalties and HMRC service availability. Vupiy is not liable for any penalty, interest, surcharge or other financial consequence imposed by HMRC on you arising from:

• (a) information you entered into Vupiy that was incorrect;
• (b) your failure to file by the statutory deadline (for reasons other than a documented bug in Vupiy that we acknowledge in writing);
• (c) any unavailability of HMRC's own APIs, services or systems that prevents Vupiy from making a submission on your behalf.

We will use commercially reasonable efforts to operate Vupiy in a way that meets HMRC's technical standards and to publish status updates if HMRC's APIs are degraded.

9.6 Implied warranties. To the extent permitted by the laws of England and Wales, any implied warranties not expressly excluded are limited to 60 days from your first paid subscription.

9.7 No professional advice. Vupiy is software. It is not a substitute for a professional accountant, tax adviser, lawyer, or other regulated professional. Nothing in the Service constitutes legal, accounting, tax, financial, insurance, or other professional advice. You are responsible for the accuracy of your VAT, Self-Assessment, payroll, Corporation Tax, and other tax filings. Where Vupiy generates "tax-ready" data, the legal responsibility for the submission remains with you (or your accountant).

10. Third-party services

10.1 The Service integrates with third parties — including HMRC, Stripe, Companies House, Open Banking providers, email delivery services, and others. Your use of those integrations is governed by their own terms (in addition to these Terms).

10.2 Stripe. Per-tenant Stripe accounts are governed by Stripe's terms. Vupiy is not a payment processor for transactions you collect via your connected Stripe account; we do not handle settlement; we add no markup on Stripe fees. You are responsible for compliance with Stripe's terms when you connect your Stripe account.

10.3 Open Banking. Where you connect a bank feed under Open Banking, you re-authorise the consent every 90 days, as required by Open Banking regulations.

10.4 Disclaimer. We do not control third-party services. Where a third party is unavailable, misbehaves, or changes its terms, our obligations to you do not extend to that third party's actions or omissions. Vupiy's liability for third-party services is excluded except as required by law.

10a. Authorised marketplace integrations

10.5 Vupiy offers optional integrations with third-party marketplaces (including Amazon Selling Partner API, with Etsy, Shopify, and eBay on our roadmap). These integrations let Vupiy retrieve your marketplace order and settlement data on your behalf, under your explicit OAuth authorisation, to generate UK-VAT-compliant invoices and HMRC submissions.

10.6 Your warranties. By connecting a marketplace integration, you warrant that:

• (a) you are the lawful account holder of the marketplace account, or you have valid delegated authority from the account holder to authorise this integration;
• (b) the marketplace account is in good standing and not subject to suspension, restriction, or investigation that would prevent the data sharing you authorise;
• (c) your use of Vupiy with the marketplace does not violate any agreement to which you are bound with that marketplace (including the Amazon Services Business Solutions Agreement and Amazon Acceptable Use Policy);
• (d) you will keep your marketplace credentials secure and will revoke Vupiy's access via your Vupiy dashboard if you no longer wish Vupiy to receive data.

10.7 Vupiy's role. When you authorise a marketplace integration, Vupiy acts as your authorised agent and as your data processor for that data, solely for tax compliance purposes (generating invoices, reconciling settlements, preparing HMRC submissions, and maintaining statutory audit records). Vupiy does not use marketplace data for analytics about other customers, for advertising, for profiling, for resale, or for any purpose unrelated to your authorised tax compliance use case.

10.8 Disconnect right. You may disconnect any marketplace integration at any time via Settings → Integrations. On disconnect, Vupiy revokes the access token within 24 hours and stops new data retrieval. Historic invoices and audit records remain stored as required by UK statutory tax law.

10.9 Independent operation of marketplaces. Marketplaces (including Amazon) operate their own platforms under their own terms. Vupiy is not an Amazon or marketplace affiliate, has no control over marketplace decisions about your account, and is not responsible for marketplace API outages, marketplace policy changes, marketplace account suspensions, refund or chargeback decisions, listing approvals, or any other action of a marketplace outside Vupiy's control.

10.10 Limitation of liability — marketplaces. Without limiting the general liability limits in clause 9, Vupiy has no liability for tax errors, customs / import duties, marketplace fees, marketplace suspensions, marketplace policy violations, lost sales, or revenue or profit losses arising from (a) data the marketplace provides that turns out to be inaccurate or delayed, (b) marketplace API outages, (c) marketplace policy or pricing changes, or (d) decisions a marketplace makes about your account.

11. Suspension and termination

11.1 By you, any time. You can terminate your subscription at any time from in-app Settings. Termination is immediate; access continues until the end of the current billing period. No further fees are payable except those already accrued.

11.2 By us, for cause. We may suspend or terminate your access immediately if:

• (a) you breach these Terms (including clause 6 acceptable use) and (if curable) fail to cure within 14 days of written notice;
• (b) you fail to pay any sum due within 30 days of the due date;
• (c) you become insolvent, enter administration, or take any analogous step;
• (d) HMRC, a court, or another competent authority directs us to;
• (e) we reasonably believe your account is being used for illegal activity or to harm Vupiy or other customers.

11.3 By us, for convenience. We may terminate your account on 30 days' written notice for any reason, including discontinuing the Service. If we do so other than for cause, we will pro-rate refund any prepaid fees for the unused portion.

11.4 Effect of termination.

• (a) Your HMRC connection will be disabled immediately: refresh tokens are destroyed, and no further submissions can be made through Vupiy on your behalf. You remain responsible for continuing to meet your tax filing obligations through another MTD-compatible method.
• (b) Your operational data remains accessible in read-only mode for 30 days to allow you to export. You can extend this read-only window by reactivating a paid subscription within that period.
• (c) After the 30-day export window, your operational data is securely deleted from active databases within 6 months, and from backups within a further 3 months (a total deletion window of 9 months from end of read-only access).
• (d) HMRC submission audit logs are retained for 6 years from the end of the relevant tax period, in line with VAT Notice 700/22 and equivalent rules. You will lose interactive access to those records, but we will retain them to meet our and your legal obligations.
• (e) Inactive accounts. Trial accounts that remain unverified or paid accounts that have been suspended for non-payment for more than 60 days may be terminated and deleted on the same schedule.

11.5 Survival. Clauses that by their nature should survive termination (including 4 data ownership, 5.9 audit, 8 IP, 9 liability, 11.4 effects, 15 disputes) will survive.

12. Changes to these Terms

12.1 We may change these Terms from time to time. If we make material changes, we will give you at least 30 days' prior notice by email (to your administrative contact) and by an in-app banner. Non-material changes (clarifications, formatting, contact-detail updates) may take effect on publication.

12.2 The "Last updated" date at the top of these Terms is authoritative.

12.3 Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not accept material changes, you may terminate under clause 11.1 before the effective date and receive a pro-rated refund of prepaid fees for the unused portion.

13. Beta and preview features

From time to time we make features available as "beta", "preview", or "early access". These features are provided "as-is" without any warranty, covenant, support obligation, or liability whatsoever, to the extent permitted by the laws of England and Wales. We may withdraw, modify, or change the availability of a beta feature at any time without notice. Use of beta features is at your own risk.

14. Confidentiality

14.1 Each party will keep the other's confidential information confidential and use it only to perform its obligations under these Terms. Confidential information includes business information, pricing, technical information, security practices, and personal data (subject also to UK GDPR).

14.2 The confidentiality obligation does not apply to information that is publicly available (other than through breach), already known, independently developed, or required to be disclosed by law (with reasonable notice to the other party where lawful).

14.3 Each party will protect the other's confidential information with at least the same degree of care it applies to its own confidential information, and no less than reasonable care.

15. Disputes, governing law and jurisdiction

15.1 We hope you will never have a complaint, but if you do, please contact [email protected] first. We will acknowledge within one UK business day and aim to resolve the issue promptly and in good faith.

15.2 These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

15.3 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Terms.

16. General

16.1 Entire agreement. These Terms, together with the Privacy Policy, the Data Processing Agreement (where applicable), and any plan-specific addendum, set out the entire agreement between you and Vupiy. They supersede all prior agreements, representations, and understandings on the same subject.

16.2 No waiver. A failure to exercise any right is not a waiver of that right.

16.3 Severability. If any provision of these Terms is held by a court to be unenforceable, the rest of the Terms remain in effect, and the unenforceable provision is replaced by an enforceable provision that most closely matches its commercial intent.

16.4 Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms to a successor entity in the event of a merger, acquisition, restructuring, or sale of substantially all our assets.

16.5 No 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.

16.6 Force majeure. Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control, including acts of God, earthquake, fire, flood, pandemic or epidemic, war, terrorism, civil unrest, strikes (other than the affected party's own staff), failure of public utilities, denial-of-service attacks, or failure of public internet infrastructure. The affected party will notify the other promptly and resume performance as soon as reasonably practicable.

16.7 Notices. Notices must be in writing and sent to:

• To Vupiy: Octillionsoft LIMITED, Legal Team, 295 Caledonian Road, Islington, London, N1 1EG, United Kingdom, or by email to [email protected].
• To you: the email address registered to your administrative contact, or your most recent in-app address.

16.8 Modern Slavery. Although Octillionsoft LIMITED's annual turnover does not exceed the £36 million threshold under section 54 of the Modern Slavery Act 2015 and we are therefore not required to publish a transparency statement, we do not tolerate modern slavery or human trafficking in any part of our business or supply chain. We expect our suppliers to operate to the same standards.

16.9 Anti-bribery and sanctions. Each party will comply with applicable anti-bribery laws (including the Bribery Act 2010) and sanctions regimes (including UK and UN sanctions). Neither party will use the Service to facilitate any conduct that would be in breach of those laws.

16.10 Counterparts and electronic acceptance. These Terms may be accepted electronically. An electronic acceptance has the same effect as a signed counterpart.

17. Contact

• Questions about these Terms: [email protected]
• Customer support: [email protected]
• Privacy: [email protected]
• Security: [email protected]

Postal address:

Octillionsoft LIMITED
Legal Team
295 Caledonian Road, Islington
London, N1 1EG
United Kingdom

Octillionsoft LIMITED is a company registered in England and Wales with company number 13312842.