Terms of Service

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("User", "you", "your") and MBridge Technologies Limited ("MBridge", "Company", "we", "our", "us"), governing your access to and use of the MBridge Factory platform, website, applications, APIs, and all related services (collectively, the "Services") available at mbridgetechnologies.cloud.

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, you must not access or use our Services.

If you are using the Services on behalf of a business, organisation, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" will refer to that entity.

For the purposes of these Terms, the following definitions apply:

• "Account" means a unique account created for you to access our Services.
• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "API" means the Application Programming Interface provided by MBridge for programmatic access to certain Services.
• "Content" means any information, data, text, graphics, or other materials uploaded, downloaded, or appearing on the Services.
• "Calculator Tools" means the compliance calculators and assessment tools provided through our platform.
• "Personal Data" has the meaning given in the UK General Data Protection Regulation (UK GDPR).
• "Subscription" means your paid access to premium features of the Services.
• "User Data" means any data, information, or content that you submit to the Services.

MBridge Factory provides a comprehensive suite of UK business compliance tools and calculators designed to assist employers, contractors, freelancers, and accountants with employment law, tax, and regulatory compliance matters.

3.1 Core Services Include:

• Holiday Pay Calculator - Statutory and contractual holiday entitlement calculations
• Minimum Wage Checker - National Living Wage and National Minimum Wage compliance verification
• IR35 Status Assessment - Off-payroll working rules determination assistance
• VAT Threshold Monitor - Value Added Tax registration threshold tracking
• Employer NI Calculator - National Insurance contributions calculations
• CIS Verification Tool - Construction Industry Scheme compliance checking
• Statutory Sick Pay Calculator - SSP entitlement and calculations
• Redundancy Calculator - Statutory redundancy payment calculations
• Maternity/Paternity Pay Calculators - Statutory parental leave entitlements
• Pension Auto-Enrolment Tools - Workplace pension compliance
• Mileage Calculator - HMRC-approved mileage allowance calculations
• Notice Period Calculator - Statutory and contractual notice requirements
• Dividend vs Salary Optimiser - Tax-efficient remuneration planning
• Stamp Duty Calculator - SDLT calculations for property transactions

3.2 Additional Features:

• PDF report generation for calculations
• Calculation history and record keeping
• API access for integration with third-party systems (Business and Ultimate plans)
• Priority customer support (paid plans)
• Regular updates to reflect legislative changes

To use our Services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal capacity to enter into a binding agreement
• Not be prohibited from using the Services under applicable laws
• Be a resident of or conducting business within the United Kingdom (for compliance tools specific to UK legislation)

By using our Services, you represent and warrant that you meet all eligibility requirements. We reserve the right to refuse service, terminate accounts, or cancel orders at our sole discretion if we believe you do not meet these requirements.

5.1 Account Registration

To access certain features of our Services, you must create an Account. When registering, you agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your Account information to keep it accurate and complete
• Maintain the confidentiality and security of your login credentials
• Accept all responsibility for activities that occur under your Account
• Notify us immediately of any unauthorised use of your Account or any other security breach

5.2 Account Security

You are solely responsible for safeguarding your password and any activities or actions under your Account. We encourage you to use a strong, unique password and enable any additional security features we offer. MBridge will not be liable for any loss or damage arising from your failure to maintain the security of your Account.

5.3 Account Types

We offer the following account types:

• Free Account - Limited access to calculator tools with basic features
• Starter Plan - Enhanced access with additional calculations and support
• Professional Plan - Full calculator access with calculation history
• Business Plan - All features including API access (100 requests/day)
• Ultimate Plan - Unlimited access including unlimited API usage

6.1 Subscription Plans

Paid Subscriptions are available on a monthly or annual basis. By selecting a paid Subscription, you agree to pay the applicable fees as displayed at the time of purchase.

6.2 Payment Processing

All payments are processed securely through Stripe, our third-party payment processor. By providing payment information, you represent that you are authorised to use the designated payment method. You agree to pay all charges at the prices in effect when incurred.

6.3 Automatic Renewal

Unless you cancel your Subscription before the end of the current billing period, your Subscription will automatically renew for the same duration at the then-current rate. You authorise us to charge your payment method on file for the renewal amount.

6.4 Cancellation

You may cancel your Subscription at any time through your Account dashboard. Upon cancellation:

• Your Subscription will remain active until the end of your current billing period
• You will not receive a refund for any unused portion of your Subscription
• Your Account will revert to a Free Account with limited features
• Saved calculations and data will be retained for 90 days before deletion

6.5 Refunds

Refund requests are considered on a case-by-case basis. Generally, refunds may be granted within 14 days of initial purchase if you have not substantially used the Services. To request a refund, contact our support team at billing@mbridgetechnologies.cloud.

6.6 Price Changes

We reserve the right to modify our pricing at any time. Price changes will not affect your current billing period but will apply to subsequent renewals. We will provide at least 30 days' notice before any price increase takes effect.

6.7 Taxes

All prices displayed on our website are in British Pounds Sterling (GBP) and include VAT at the applicable rate for UK customers. For customers outside the UK, local taxes may apply and are your responsibility.

We may offer free trials or promotional offers from time to time. During a free trial:

• You may be required to provide payment information
• You will not be charged until the trial period ends
• If you do not cancel before the trial ends, you will be automatically charged
• Trial periods cannot be paused or extended
• Each user is eligible for one free trial per account

We reserve the right to modify or terminate free trials and promotions at any time without prior notice.

8.1 API Access

API access is available exclusively to Business and Ultimate plan subscribers. By using our API, you agree to the following additional terms:

8.2 Rate Limits

• Business Plan: 100 API requests per day
• Ultimate Plan: Unlimited API requests
• Rate limits reset at midnight UTC each day
• Exceeding rate limits may result in temporary suspension of API access

8.3 API Keys

• API keys are confidential and must be kept secure
• You are responsible for all activity conducted with your API keys
• Compromised keys should be revoked immediately through your dashboard
• API keys may not be shared, sold, or transferred to third parties

8.4 Prohibited API Uses

• Reselling API access without express written permission
• Building competitive services using our API
• Circumventing rate limits through multiple accounts
• Storing or caching responses beyond reasonable operational needs

9.1 Accuracy of Calculations

While we strive to ensure our calculators reflect current UK legislation and HMRC guidance, the accuracy of results depends on:

• The accuracy and completeness of information you provide
• The timeliness of legislative updates being reflected in our tools
• The specific circumstances of your situation which may not be fully captured
• Interpretations of complex regulations which may vary

9.2 Professional Verification Required

You should ALWAYS verify calculations and assessments with a qualified professional before:

• Making business decisions based on our calculations
• Submitting tax returns or HMRC declarations
• Making payroll or employment decisions
• Entering into contracts or agreements
• Taking any action that may have legal or financial consequences

9.3 No Guarantee

WE DO NOT GUARANTEE THAT USE OF OUR SERVICES WILL ENSURE COMPLIANCE WITH ANY LAW, REGULATION, OR REQUIREMENT. WE ARE NOT RESPONSIBLE FOR ANY ERRORS, PENALTIES, FINES, OR OTHER CONSEQUENCES RESULTING FROM RELIANCE ON OUR TOOLS.

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree NOT to:

10.1 Prohibited Activities

• Violate any applicable local, national, or international law or regulation
• Infringe upon the intellectual property rights of MBridge or any third party
• Transmit any material that is defamatory, obscene, or otherwise objectionable
• Impersonate any person or entity or misrepresent your affiliation
• Engage in any conduct that restricts or inhibits others' use of the Services
• Attempt to gain unauthorised access to any portion of the Services or any other systems or networks
• Use automated scripts, bots, or other means to access the Services beyond normal use
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to decompile, reverse engineer, or disassemble any aspect of the Services
• Collect or harvest any information from the Services without authorisation
• Use the Services for any fraudulent or deceptive purpose
• Submit false, misleading, or inaccurate information to the calculators

10.2 Enforcement

We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this provision, including reporting to law enforcement authorities, terminating accounts, and pursuing civil remedies.

11.1 MBridge Intellectual Property

The Services and all Content, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement) are owned by MBridge Technologies Limited, its licensors, or other providers and are protected by United Kingdom and international copyright, trademark, patent, trade secret, and other intellectual property laws.

11.2 Limited Licence

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your personal or internal business purposes. This licence does not include:

• Any resale or commercial use of the Services or their contents
• Collection and use of any listings, descriptions, or prices
• Any derivative use of the Services or their contents
• Downloading or copying of account information for the benefit of another party
• Any use of data mining, robots, or similar data gathering tools

11.3 Trademarks

"MBridge", "MBridge Factory", "MBridge Technologies", and related logos and names are trademarks of MBridge Technologies Limited. You may not use these marks without our prior written permission.

11.4 User Content

You retain ownership of any data or content you submit to the Services. By submitting content, you grant us a worldwide, non-exclusive, royalty-free licence to use, store, and process that content solely to provide the Services to you.

Our collection, use, and protection of your personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to our data practices as described in the Privacy Policy.

12.1 Data Processing Agreement

If you use the Services to process personal data on behalf of third parties (e.g., employee data), you represent that you have obtained all necessary consents and authorisations, and that your use complies with applicable data protection laws including the UK GDPR.

12.2 Data Security

We implement appropriate technical and organisational measures to protect your data. However, no method of transmission over the Internet or electronic storage is 100% secure, and we cannot guarantee absolute security.

Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the other party in connection with the Services. This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed by the receiving party
• Is disclosed with the prior written consent of the disclosing party
• Is required to be disclosed by law or legal process

14.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

14.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MBRIDGE TECHNOLOGIES LIMITED, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

• Loss of profits, revenue, or business opportunities
• Loss of data or corruption of data
• Business interruption or loss of goodwill
• HMRC penalties, fines, or interest charges
• Employment tribunal awards or legal costs
• Any other financial loss arising from use of the Services

14.3 Cap on Liability

IN ANY CASE, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED POUNDS STERLING (£100).

14.4 Basis of the Bargain

YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN YOU AND MBRIDGE AND THAT MBRIDGE WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS.

You agree to defend, indemnify, and hold harmless MBridge Technologies Limited and its officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to:

• Your violation of these Terms
• Your use of the Services
• Your violation of any rights of a third party
• Your violation of any applicable law or regulation
• Any content you submit to the Services
• Your negligent or wrongful conduct

16.1 Termination by You

You may terminate your Account at any time by using the account deletion feature in your dashboard settings or by contacting us at support@mbridgetechnologies.cloud.

16.2 Termination by MBridge

We may suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including if:

• You breach these Terms
• We are required to do so by law
• We discontinue the Services
• Your Account has been inactive for an extended period
• We suspect fraudulent, abusive, or illegal activity

16.3 Effect of Termination

Upon termination:

• Your right to use the Services will immediately cease
• We may delete your Account and any associated data
• Any outstanding payment obligations will become immediately due
• Provisions of these Terms that by their nature should survive will survive

17.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at legal@mbridgetechnologies.cloud and attempt to resolve the dispute informally. We will attempt to resolve the dispute within 30 days.

17.2 Formal Resolution

If informal resolution fails, any dispute arising from or relating to these Terms or the Services shall be resolved through binding arbitration in accordance with the Arbitration Act 1996, except that either party may seek injunctive relief in court to protect its intellectual property rights.

17.3 Class Action Waiver

To the extent permitted by law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. Subject to Section 17, any legal action or proceeding arising under these Terms shall be brought exclusively in the courts of England and Wales, and you consent to the personal jurisdiction and venue of such courts.

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by:

• Posting the updated Terms on our website
• Sending an email to your registered email address
• Displaying a prominent notice within the Services

Material changes will become effective 30 days after notification. Your continued use of the Services after any changes indicates your acceptance of the modified Terms.

If you have any questions about these Terms of Service, please contact us: