Terms and Conditions
Last updated: November 21, 2025
Please read these terms and conditions carefully before using Our Service.
1. Interpretation and Definitions
Interpretation
The words whose initial letters are capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of these Terms and Conditions:
Affiliate means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Authorised Users means individuals authorised by the Customer to access and use the Service on the Customer's behalf.
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Fat Potato Ltd (registered in England and Wales, company number 09960235), Windsor House, Bayshill Road, Cheltenham, Gloucestershire, United Kingdom, GL50 3AT.
Device means any device that can access the Service such as a computer, a mobile phone or a digital tablet.
Order Form means the ordering document or online subscription process specifying the Services to be provided, fees, and subscription term.
Service refers to the Website.
Subscription Agreement means the agreement formed by the Order Form and these Terms and Conditions.
Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service. In the event of any conflict between these Terms and an Order Form, the Order Form shall prevail.
Website refers to Chinchill.hr, accessible from https://chinchillhr.com/
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
2. Acknowledgment
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
You confirm that You are acting for purposes relating to Your trade, business, or profession, and not as a consumer within the meaning of the Consumer Rights Act 2015.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
These Terms are drafted in the English language. If translated, the English version shall prevail.
3. Use of the Service
- You are granted a non-exclusive, non-transferable licence to access and use the Service for your internal business operations.
- You must ensure Authorised Users comply with these Terms and are responsible for all actions taken under your account.
- Prohibited uses include: reselling, sublicensing, distributing the Service, interfering with or disrupting the Service, or using the Service for unlawful purposes.
- The Service does not constitute legal, HR, tax or professional advice. You remain solely responsible for compliance with all employment, labour, regulatory and legal obligations.
4. Customer Obligations
- You are responsible for ensuring that all information provided to us is accurate and up to date.
- You must maintain the confidentiality of your login credentials and secure any devices used to access the Service.
5. Availability & Support
All availability and support times are in UK local time, observing daylight savings (GMT during winter months and BST during summer months).
We aim to make the Service available 06:00-00:00 GMT/BST excluding planned maintenance. We do not guarantee uninterrupted or error-free operation. Standard support is available:
- Monday to Friday, 09:00-17:00 GMT/BST (excluding Bank Holidays).
Services, accessibility and uptime additionally dependent on the SLA of the Cloud Service Provider, Amazon Web Services in London regional data centers.
Incident Categories & Response Times
Incidents are prioritised by severity. Target response time is within 1 day during Support Hours.
| Priority | Description | Target Resolution / Mitigation |
|---|---|---|
| P1 - Critical | Service unavailable or severely degraded. No workaround exists. | 8 hours within support time |
| P2 - High | Major functionality impaired. Workaround available. | Up to 3 business days |
| P3 - Medium | Minor functionality impaired. | Up to 10 business days |
| P4 - Low | Cosmetic issues, general queries. | As scheduled |
All times measured within Support Hours: Monday to Friday, 09:00-17:00 GMT/BST (excluding Bank Holidays).
Customer Responsibilities
To help us provide timely support, you agree to:
- Provide accurate details when reporting incidents
- Cooperate with troubleshooting steps
- Maintain reliable internet connectivity and modern supported browsers
- Ensure integrations or third-party systems under your control operate correctly
6. Fees & Payment
Fees are as stated in your Subscription Agreement and are payable in GBP unless stated otherwise. Payment is issued at the start of the billing period and is due within 30 days of invoice date. Late payments will incur interest at 4% per annum above the Bank of England base rate (or, at the Company's election, the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998) and we may suspend the Service until all outstanding fees are paid. Fees are non-refundable except where required by law.
Fees and Credits for Downtime
Service Credits
If the Service Availability for a given calendar month falls below the uptime commitment specified in these Terms, Customer will be eligible to receive service credits ("Service Credits") as set out below:
| Monthly Uptime | Service Credit |
|---|---|
| 99.0%-99.89% | 5% of the monthly subscription fee |
| 98.0%-98.99% | 10% of the monthly subscription fee |
| Below 98.0% | 25% of the monthly subscription fee |
Requesting Credits
To receive a Service Credit, Customer must submit a written request to Provider within 30 days following the end of the month in which the downtime occurred. The request must include reasonable supporting details.
Application of Credits
Approved Service Credits will be applied to the next invoice issued to Customer. Service Credits may not be exchanged for cash, applied retroactively, or transferred.
Exclusions
Service Credits will not be issued for downtime resulting from:
- scheduled maintenance
- Customer's systems, networks, or third-party services
- failures caused by misuse, unauthorized modifications, or Customer breach of these Terms
- force majeure events
- features designated as beta, trial, or non-production
- downtime resulting from failures of upstream cloud hosting providers, except where such failures persist for more than 24 consecutive hours, in which case such downtime will be included in the availability calculation
Exclusive Remedy
Service Credits are Customer's sole and exclusive remedy for any failure by Provider to meet the Service Availability commitments in this Agreement.
7. Data Protection
Both parties agree to comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018. For the purposes of data protection law, the Customer is the Data Controller and the Company is the Data Processor.
- We will process Personal Data only on documented instructions from the Customer and for the purposes of delivering the Service.
- We will implement appropriate technical and organisational measures to protect Personal Data (e.g. access controls, encryption in transit and at rest, logging and monitoring).
- Personnel who process Personal Data will be subject to confidentiality obligations.
- We will assist the Customer with lawful data subject rights requests where reasonably practicable and notify the Customer of any Personal Data breach without undue delay and in any event within 48 hours of becoming aware of the breach.
- We will not transfer Personal Data outside the outside the EU/EEA or UK without appropriate safeguards (e.g. adequacy decision, standard contractual clauses) and/or Customer consent where required.
- Upon termination we will, at the Customer's choice, return or securely delete Personal Data unless retention is required by law.
Sub-processors
The Company may engage sub-processors (including Amazon Web Services) for the purpose of providing the Service. The Company shall maintain a current list of sub-processors and will notify Customer of any material changes. Customer may object to a new sub-processor on reasonable grounds.
Audit Rights
The Company shall make available to the Customer information necessary to demonstrate compliance with this Section 7 and allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, subject to reasonable notice and confidentiality obligations.
Data Retention
The Company will retain Personal Data only for as long as required to provide the Service or comply with legal obligations.
More information can be found in our Data Processing Addendum.
8. Confidentiality
Both parties will keep confidential any business, technical, or financial information disclosed by the other party, except where disclosure is required by law or the information is publicly available without breach of these Terms.
9. Intellectual Property
All intellectual property rights in the Service remain the property of the Company. You retain ownership of all data you upload or store in the Service. You grant us a limited licence to host, store and process your data to provide the Service.
IP Indemnity
The Company shall defend and indemnify the Customer against claims alleging that the Service infringes a third party's intellectual property rights, provided the Customer promptly notifies the Company and cooperates in the defence. This indemnity does not apply to claims arising from Customer data, modifications made by Customer, or combinations with third-party systems not provided by the Company.
Customer Indemnity
Customer shall indemnify the Company against claims arising from: (a) Customer's data; (b) misuse of the Service; (c) Customer's breach of law; or (d) violations of third-party rights caused by Customer's actions.
10. Termination
Termination by Customer
Customer may terminate the Service at any time by providing written notice to the Company. Unless otherwise stated in an Order Form, termination will take effect at the end of the current subscription term, and Customer will not be entitled to a refund of any prepaid fees.
Termination by Company
The Company may terminate the agreement on 30 days written notice. Where the Company terminates without cause, the Company will refund to Customer any prepaid fees for the unused portion of the subscription term.
Termination for Cause
Either party may terminate this agreement immediately upon written notice if the other party: (a) commits a material breach and fails to remedy it within 30 days of written notice; (b) becomes insolvent, enters administration, or ceases trading; or (c) is unable to pay its debts as they fall due.
Suspension
The Company may suspend access to the Service immediately if: (a) required by law or regulatory authority; (b) Your use poses a security risk to the Service or other customers; (c) You are in material breach of these Terms; or (d) any fees remain unpaid for more than 14 days after the due date.
Effect of Termination
Upon termination, Your right to use the Service will cease immediately. For a period of 30 days following termination, Customer may export their data in a machine-readable format. Thereafter, at the Customer's choice, the Company will return or securely delete Personal Data within 90 days unless retention is required by law.
11. Limitation of Liability
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot legally be limited. Subject to that, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the total Fees paid by You in the twelve (12) months preceding the event giving rise to the claim.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Data Protection Super-Cap
For breaches of Section 7 (Data Protection), the Company's total aggregate liability shall not exceed two (2) times the total Fees paid in the preceding twelve (12) months.
12. Disclaimer of Warranties
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
13. Disputes Resolution
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
14. Severability and Waiver
Severability
If any provision of these Terms is held to be unenforceable or invalid, 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.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
15. Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
16. Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. 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.
Where Customer has entered into a paid subscription, material changes to these Terms shall not take effect until the start of the next renewal term unless required by law.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
17. Governing Law
These Terms are governed by the laws of England and Wales and disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.
18. No Partnership or Agency
Nothing in these Terms shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other's behalf without prior written consent. Each party acts solely as an independent contractor in relation to the other.
19. Force Majeure
Neither party shall be liable for failure to perform obligations (except payment obligations) where such failure results from events beyond that party's reasonable control, including natural disasters, war, epidemics, labour disputes, governmental action, failure of utilities, or outages of upstream hosting providers. The affected party shall notify the other and use reasonable efforts to mitigate the effects.
20. Third Party Rights
A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
21. Entire Agreement
These Terms, together with any Order Form and referenced policies (including the Privacy Policy and Data Processing Addendum), constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements relating to the subject matter.
22. Notices
Notices must be in writing and sent to the addresses specified in the Order Form or, for the Company, to hello@chinchillhr.com. Email is acceptable for operational notices; formal legal notices (including termination or breach notices) should be sent by recorded delivery or registered post.
23. Survival
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, indemnity, warranty disclaimers, ownership provisions and limitations of liability.
24. Contact Us
If you have any questions about these Terms and Conditions, You can contact us:
- By email: hello@chinchillhr.com