Kupaly
Kupaly — Terms and Conditions of Service
Version: 2026-06-07
Effective date: 7 June 2026
Status: Preview programme
These terms and conditions (Terms) govern access to and use of the Kupaly service (Service). They form a contract between you and us.
Please read them together with our Privacy Policy. The Privacy Policy explains how we collect, use, store, and share personal data. It does not form part of these Terms, but it is important.
1. Who we are
We are Neirfeno Limited, trading as Kupaly, a private limited company registered in Scotland (company number SC514019).
| Registered office | 7 Thorter Way, Dundee, Scotland, DD1 3DF |
| Support | support@kupaly.com |
| ICO registration | ZB673603 |
References to we, us, or our include Neirfeno Limited and our employees, contractors, and agents acting for us.
2. Definitions
| Term | Meaning |
|---|---|
| Business | A customer organisation registered on the Service (each has a business account). |
| Business Owner | The person who creates a Business or is designated as its owner. The Business Owner accepts these Terms on behalf of the Business. |
| Content | Data, text, messages, files, and other material submitted to or generated through the Service (including chat messages and AI outputs). |
| Customer | The Business that contracts with us for the Service. |
| Personal Data | Information relating to an identifiable individual, as defined in UK data protection law. |
| User | Any person who accesses the Service, including the Business Owner, managers, and staff members (Authorised Users). |
| You / your | The Customer (the Business) and, where the context requires, each User who accesses the Service. |
3. Who these Terms apply to
These Terms apply to:
- The Customer — the Business that signs up for or is invited to the Service. The Business Owner confirms they have authority to bind the Business and accepts these Terms on its behalf.
- Every User — each person who uses the Service must comply with these Terms. By creating an account, joining a Business, or continuing to use the Service, a User accepts these Terms.
If you use the Service on behalf of a Business, you confirm you have authority to accept these Terms for that Business and for yourself as a User.
4. Eligibility
You may use the Service only if:
- you are at least 16 years old;
- you are either the Business Owner creating a Business, or a staff member or manager invited to or authorised by an active Business on the Service; and
- you use the Service for legitimate business workforce-management purposes, not as a consumer for personal, family, or household use.
We may refuse or revoke access if we reasonably believe you do not meet these requirements.
5. Preview programme
The Service is currently offered as an invited preview — early access before general commercial availability.
During preview:
- access is free and there is no billing path;
- the Service is provided on a best-efforts basis, may contain defects, and may change or be interrupted without notice;
- we may end the preview or move you to commercial terms by notifying the Business Owner (by email or in-app notice). Continued use after the effective date of replacement terms requires explicit re-acceptance of the new version (see section 18);
- features, limits, and availability described in marketing or documentation are indicative only and not guaranteed.
Nothing in this section limits your statutory rights where applicable.
6. The Service
6.1 What we provide
Kupaly is a cloud-based, AI-assisted workforce management platform for UK businesses. It helps businesses and their staff manage rotas, availability, time off, shift changes, team information, and related workplace requests — primarily through a conversational assistant, alongside scheduling views and notifications.
6.2 What we do not provide
The Service is not:
- legal, HR, tax, payroll, or employment-law advice;
- a substitute for professional judgment by managers or the Business;
- a guarantee of compliance with UK working-time, rest, holiday, or other employment obligations;
- payroll processing, time-clock hardware, HMRC reporting, right-to-work verification, or background checking.
You remain solely responsible for employment decisions, including rotas, shift assignments, time-off approvals, swaps, and any action taken on the basis of Service output.
6.3 Availability and support
We aim to keep the Service available but do not guarantee uninterrupted or error-free operation. Maintenance, updates, third-party outages, and fair-usage limits (section 10) may affect access.
Support is provided on a best-efforts basis at support@kupaly.com. We do not commit to response times or service-level targets during preview.
7. AI assistant
The Service includes an AI-powered assistant that interprets requests and may suggest or perform actions (for example, updating rotas or recording time-off requests).
7.1 Accuracy and reliance
Artificial intelligence is probabilistic. Outputs may be incomplete, incorrect, outdated, or inappropriate. You must review and verify any AI output before relying on it — especially for rotas, staffing levels, time off, and other decisions affecting people.
Do not treat AI output as a sole source of truth or as professional advice.
7.2 Your responsibility
The Business and its managers are responsible for:
- verifying that rotas and schedules meet operational and legal requirements;
- approving or rejecting time off, swaps, and other HR-related outcomes;
- ensuring decisions communicated through the Service are correct and lawful.
We are not responsible for employment disputes, regulatory findings, fines, or legal claims arising from decisions the Business or its Users make — including claims brought against the Business by staff, unions, regulators, or third parties.
7.3 Improvement and processing
We may use Content and interaction data to operate, maintain, secure, and improve the Service, including training and evaluating AI features. Because of how large language models work, improvement activities may involve identifiable data in some circumstances. Details are in our Privacy Policy.
We use third-party AI providers (described generically in the Privacy Policy) to process requests. We are not responsible for third-party services outside our control.
7.4 Illegal content and law enforcement
You must not use the Service for unlawful purposes. If we identify illegal Content or activity, we may report it to appropriate authorities and will cooperate with law enforcement where we are legally compelled to provide access to records (including chat records where they still exist).
8. Acceptable use
You must use the Service lawfully and only for its intended business purpose.
You must not:
- submit unlawful, harassing, discriminatory, defamatory, or otherwise harmful Content;
- attempt to bypass security, rate limits, fair-usage controls, or access restrictions;
- probe, scan, or test vulnerabilities without our written consent;
- reverse engineer, decompile, or extract source code or underlying models except where law prohibits that restriction;
- scrape, crawl, or programmatically harvest data from the Service;
- resell, sublicense, or provide the Service to third parties except as part of your own Business's authorised use;
- use the Service to build or train a competing product using our outputs or systems;
- waste Service capacity deliberately — including frivolous, repetitive, off-topic, or abusive chat designed to consume AI resources (token abuse);
- impersonate another person or misrepresent your affiliation or authority;
- introduce malware or interfere with the Service's operation.
We may monitor use to protect the Service, enforce these Terms, and manage fair usage. Violations may result in immediate suspension or termination (section 17).
9. Accounts and access
- Business Owner accounts control Business settings, membership, and deactivation.
- Staff and manager access depends on the Business remaining active. If a Business is deactivated, staff and managers lose access; the owner may retain limited access as the Service allows.
- You are responsible for safeguarding login credentials and for all activity under your account.
- You must keep account information accurate and notify us of unauthorised access.
We may cap or suspend chat and other write features when fair-usage limits apply (section 10). Read access to existing Business data may continue where the Service allows.
10. Fair usage
To protect quality of service for all customers, we apply fair-usage limits on AI chat and related features. Limits may vary by account state, preview cohort, or operational need.
When limits apply:
- you may be unable to send new chat messages or perform certain write actions;
- you may still view existing rotas, records, and other data where the Service permits read-only access.
We may change limits without notice during preview.
11. Data protection
This section applies UK GDPR and the Data Protection Act 2018 to Personal Data processed through the Service.
11.1 Roles
| Party | Role |
|---|---|
| Customer (Business) | Data controller for Personal Data about its staff and operations |
| Neirfeno Limited | Data processor, processing Personal Data on the Customer's instructions to provide the Service |
Each User who is an individual is also a data subject in their own right. Our Privacy Policy describes our processing of User account data.
11.2 Processor obligations
We will:
- process Personal Data only on documented instructions from the Customer (these Terms and use of the Service constitute those instructions), unless required by law;
- ensure personnel with access are bound by confidentiality;
- implement appropriate technical and organisational security measures;
- not engage another processor without informing the Customer (see sub-processors below);
- assist the Customer with data-subject requests and security incidents, within reasonable limits and subject to applicable law;
- at the Customer's choice, delete or return Personal Data at end of service, subject to section 11.5.
11.3 Sub-processors
We use the following categories of sub-processor to deliver the Service (only providers currently in use):
| Category | Purpose |
|---|---|
| Google Cloud / Firebase | Hosting, authentication, database, and application infrastructure |
| Google BigQuery | Operational analytics and message-context logging |
| Amazon Web Services (Bedrock) | AI inference |
| Google Workspace | Business email and support communications |
Details and updates are in the Privacy Policy. We remain responsible for sub-processor performance of data-processing obligations.
11.4 Location
We process and store Personal Data in the UK and EEA only, unless we notify you of a change and the law permits it.
11.5 Retention
After a Business is deactivated or the contract ends:
| Data | Retention |
|---|---|
| Chat message content | Deleted one year after deactivation (or earlier if required by law) |
| Action records (time-off requests, swaps, rotas, approvals, and similar outcomes performed via the Service) | Retained up to seven years where needed for legal compliance, dispute defence, and audit |
| Account and billing-related records | Up to seven years where required by law |
After chat deletion, we may still know who performed which action but not what was said in chat to cause it.
The Customer is responsible for exporting any data it needs before deactivation.
11.6 Security incidents
We will notify the Customer without undue delay after becoming aware of a Personal Data breach affecting Customer Personal Data, where we are required to do so by law, and provide reasonable information to help the Customer meet its obligations.
12. Intellectual property and Content
12.1 Our IP
We and our licensors own all rights in the Service, software, branding, documentation, and underlying technology. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service during the term, for your Business's internal operations only.
Except as expressly permitted, you may not copy, modify, distribute, or create derivative works from the Service.
12.2 Your Content and data
As between you and us, you retain ownership of Content and Business data you submit.
You grant us a worldwide, royalty-free licence to host, store, reproduce, process, display, and use Content as necessary to provide, secure, maintain, and improve the Service — without additional limits or fees. This licence survives termination only as long as needed for retention (section 11.5) and legal compliance.
You confirm you have all rights and permissions needed to submit Content and to grant this licence.
12.3 Feedback
If you provide suggestions, ideas, or feedback, you agree we may use them without restriction or payment to you.
13. Confidentiality
Each party will keep the other's confidential information secure and use it only for performing under these Terms. Confidential information includes non-public business data, security information, pricing (when applicable), and the terms of this agreement.
This does not apply to information that is public, already known, independently developed, or lawfully obtained from a third party — or that must be disclosed by law (with notice where permitted).
14. Warranties and disclaimers
The Service is provided "as is" and "as available".
To the fullest extent permitted by law, we disclaim all warranties, whether express, implied, or statutory, including implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement.
We do not warrant that the Service will be uninterrupted, error-free, secure, or that AI outputs will be accurate or complete.
Nothing in these Terms excludes liability that cannot be excluded under applicable law.
15. Limitation of liability
15.1 Excluded losses
We are not liable for any:
- loss of profit, revenue, business, contract, or anticipated savings;
- loss of goodwill or reputation;
- loss or corruption of data (except where caused by our breach of section 11 and recovery is not possible through your own backups);
- indirect or consequential loss; or
- fines, penalties, compensation, or other amounts arising from legal or regulatory action against the Business (including employment tribunal claims, HSE investigations, or union disputes) relating to rotas, working time, time off, or other workforce decisions — whether or not those decisions were suggested by the Service.
15.2 Cap
Subject to section 15.3, our total aggregate liability to the Customer arising out of or in connection with these Terms or the Service (whether in contract, tort — including negligence — or otherwise) is limited to the total fees paid by the Customer to us for the Service in the 12 months before the event giving rise to liability.
During the preview programme, where no fees have been paid, that cap is £100 instead.
15.3 Exceptions
The limits in sections 15.1 and 15.2 do not apply to:
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation by us; or
- any liability that cannot be limited or excluded by applicable law (including certain data-protection liabilities where the law does not permit exclusion).
15.4 Users
Where a User who is not the Customer suffers loss, our liability to that User is subject to the same limits, to the extent permitted by law. The Customer may be responsible for claims between the Business and its staff.
16. Indemnity
The Customer will indemnify and hold us harmless against claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from:
- Content submitted by the Customer or its Users;
- the Customer's or Users' breach of these Terms or applicable law;
- employment, regulatory, or third-party claims relating to workforce decisions made by the Customer or its managers;
- misuse of the Service or infringement of third-party rights,
except to the extent caused by our breach of these Terms or our negligence.
17. Suspension and termination
17.1 By you
The Business Owner may stop using the Service and request deactivation at any time by contacting support@kupaly.com.
17.2 By us
We may suspend or terminate access to the Service, or any account, immediately and without notice, for any reason or no reason, including breach of these Terms, fair-usage abuse, security risk, or operational need. We are not obliged to give reasons.
17.3 Effect
On termination:
- access ends (subject to section 9 for staff when a Business is deactivated);
- sections that by nature should survive (including sections 7.2, 11.5, 12–16, 19, and 20) continue in force;
- we will handle data as described in section 11.5 and the Privacy Policy.
18. Changes to these Terms
We may update these Terms from time to time. When we do:
- we will publish the new version with an updated version id (
YYYY-MM-DD); - we will notify the Business Owner by email or in-app notice;
- continued use alone does not constitute acceptance of material changes;
- you must explicitly accept the new version (for example through the in-app acceptance flow) before certain features remain available.
If you do not accept updated Terms, you must stop using the Service.
19. Force majeure
We are not liable for delay or failure to perform caused by events outside our reasonable control, including internet or cloud-provider outages, acts of government, war, terrorism, civil unrest, pandemic, fire, flood, or failure of third-party telecommunications or power — provided we use reasonable efforts to mitigate impact.
20. Assignment
We may assign or transfer our rights and obligations under these Terms (for example, on a business sale or restructuring). We will notify the Customer where practicable.
You may not assign or transfer your rights or obligations without our written consent.
21. Complaints and disputes
21.1 Complaints
If you have a complaint, contact support@kupaly.com with sufficient detail. We will investigate and respond within a reasonable time.
Our complaints process is intended to resolve issues fairly. If we issue a final response through that process, you agree to accept that decision as the resolution of the complaint, except where applicable law gives you rights that cannot be waived.
21.2 Arbitration
If a dispute is not resolved through the complaints process, either party may refer it to binding arbitration under the Arbitration (Scotland) Act 2010. The seat of arbitration is Scotland. One arbitrator will be appointed by agreement or, failing agreement, by an appointing body we nominate. The arbitrator's award is final and binding, subject to rights of appeal available under Scottish law.
21.3 Courts
Subject to section 21.2, the courts of Scotland have exclusive jurisdiction over any dispute arising from these Terms or the Service. Either party may still seek urgent injunctive or interim relief from a court where necessary.
22. General
Entire agreement. These Terms and the Privacy Policy (for data matters) constitute the entire agreement between you and us regarding the Service, superseding prior understandings on the same subject.
Third-party rights. A person who is not a party to these Terms has no right to enforce any term under the Contracts (Rights of Third Parties) Act 1999. This does not affect rights that exist outside that Act.
Severance. If any provision is held invalid, the rest remains in force.
Waiver. Failure to enforce a provision is not a waiver of future enforcement.
Notices. We may send notices to the email address on the Business Owner account or through the Service. You may send legal notices to us at our registered office, marked for the attention of the Directors, and copy support@kupaly.com.
Governing law. These Terms are governed by the laws of Scotland.
23. Contact
| Company | Neirfeno Limited (t/a Kupaly) |
| Company number | SC514019 |
| Registered office | 7 Thorter Way, Dundee, Scotland, DD1 3DF |
| Support & complaints | support@kupaly.com |
| Privacy | Privacy Policy |
Document version 2026-06-07. Record acceptance via the Service using this version id.