KUPALY TERMS OF USE (FREE TRIAL)

Version 2026-10-23 · Effective 23 October 2026

1. WHO WE ARE AND WHAT THESE TERMS COVER

1.1 Kupaly is provided by Neirfeno Limited, a company registered in Scotland with number SC514019. Our registered office is 7 Thorter Way, Dundee, DD1 3DF. In these terms, "we", "us" and "our" mean Neirfeno Limited.

1.2 These terms apply to the Kupaly website at kupaly.com and the app at app.kupaly.com (together, "Kupaly"). They include the assistant in the app, which is called "Kupa".

1.3 Some terms used here:

• "Business": the business that sets up an account on Kupaly.
• "Owner": the person who sets up the Business's account.
• "Users": everyone the Business lets into its account, including managers and team members.
• "Content": everything the Business or its Users put into Kupaly, and the rotas, messages and other output Kupaly produces for them.

1.4 The Business accepts these terms when the Owner accepts them in the app. Users accept them when they create an account or keep using Kupaly. Section 3 explains how these terms apply to team members.

2. THE FREE TRIAL

2.1 Kupaly is free. We don't charge for it, and there's no paid plan, subscription or upgrade.

2.2 We can change the trial or end it. We may change, add, limit or remove any feature at any time. That includes usage limits such as fair-usage limits on Kupa chat. We may also end the trial for everyone. Where we reasonably can, we'll give at least 30 days' notice before ending it, so you can download what you need (section 15).

2.3 New terms for any paid service. If we offer a paid service later, it will be on new terms that you can choose whether to accept. Nothing in these terms commits either of us to a paid service, or promises that any feature or guarantee will be offered.

2.4 Places may be limited. We may queue or limit new businesses. A place in the queue isn't a promise of access or of any date.

3. WHO CAN USE KUPALY

3.1 Businesses only. Kupaly is a tool for running a business. It isn't supplied to anyone as a consumer for personal or household use. By accepting, the Business confirms it is using Kupaly for its trade or business.

3.2 Authority. The Owner confirms that they are authorised to accept these terms for the Business and to bind it to them.

3.3 Age. Every User must be at least 16. Kupaly doesn't check ages. Each User confirms, by creating an account, that they are at least 16, and the Business must not give an account to anyone younger. A Business may employ someone under 16 where the law on child employment allows it, but it must not give them a Kupaly account.

3.4 The Business is responsible for its Users. The Business decides who has access and what role they have. It is responsible for what its Users do in Kupaly, as if they were acting for it. It must remove access when someone leaves.

3.5 Team members. Team members use Kupaly through the Business's account and must follow section 6 (acceptable use). Nothing in these terms takes away any right a team member has as an individual under consumer or data protection law. The limits in sections 11 and 12 apply to the Business and to claims made by or through it.

4. WHAT KUPALY DOES AND WHAT IT DOESN'T DO

4.1 Kupaly helps a Business plan staffing. You tell Kupa how your business runs, and Kupaly drafts rotas and helps with availability, time off and shift swaps.

4.2 Rule checks are limited. When it drafts a rota, Kupaly checks some working-time limits, together with the rules you give it. These include rest between shifts (11 hours for adults and 12 hours for under-18s) and, for under-18s, a daily and weekly hours limit and the restricted night-time hours. We are adding other checks, such as weekly rest, rest breaks and the 48-hour weekly average. Don't assume a check is made unless it is live in the app you are using. Kupaly doesn't check other rules, such as night-work limits for adults, holiday entitlement, pay, child employment, or visa conditions. Kupaly works out who is under 18 only from a date of birth recorded in Kupaly. If none is recorded, it treats the person as an adult. Any check may not work as intended. Changes made after a draft, including approvals, swaps and edits, may not be checked again.

4.3 AI output may be wrong. Kupa is an AI assistant. What it says, suggests, summarises or drafts may be incomplete, out of date or wrong, even when it sounds confident.

4.4 An aid only, not advice. Kupaly's rule checks, Kupa's suggestions and anything else Kupaly shows are an aid to your own decisions. They are not legal, HR, employment, tax or payroll advice. They don't mean a rota or decision is lawful, suitable or complete.

4.5 You are the employer, and you stay responsible. The Business, as the employer, remains solely responsible for complying with employment and related law. That includes working time, rest and breaks, young workers, holiday, pay including the national minimum wage, right-to-work checks, contracts, equality, and health and safety. It is also responsible for every decision about who works when and whether time off is granted. You must check every rota, approval and other output before you publish or rely on it. If you turn on automatic publishing or automatic approval, rotas or changes may go out without anyone reviewing them, and that is your decision.

5. AVAILABILITY AND SUPPORT

5.1 We aim to keep Kupaly working, but we don't promise that it will be available, uninterrupted, timely, secure or free of errors, or that any data will be kept. Kupaly depends on devices, connections and third-party services we don't control.

5.2 Support is available at support@kupaly.com on a best-efforts basis. There's no guaranteed response or fix time.

6. ACCEPTABLE USE

6.1 You must not, and must not let anyone else:

• (a) use Kupaly to break the law, or to harass, bully, threaten or discriminate against anyone;
• (b) put unlawful, defamatory, abusive or infringing material into Kupaly;
• (c) access accounts or businesses you have no right to, or impersonate anyone;
• (d) probe, scan, test or attack Kupaly's security, or introduce malware;
• (e) scrape, copy or extract data from Kupaly by automated means;
• (f) reverse engineer Kupaly, except where the law gives you a right that can't be excluded;
• (g) try to get around usage limits, fair-usage caps or access controls, or use Kupa in ways designed to use up resources;
• (h) try to make Kupa ignore its instructions or reveal its configuration;
• (i) use Kupaly or its output to build or train a competing product or AI model; or
• (j) resell Kupaly or provide it to others.

6.2 Kupa chat is private to each User. Only the User and Kupa can see that User's chat. Other Users, including the Business's Owner and managers, can't see it. We can access it to run, support, secure and improve Kupaly (section 7.5), and our AI sub-processors process it so that Kupa can reply (section 8(d)). When Kupa acts on a request, for example by recording a time-off request or changing a rota, the result is shown in Kupaly to the people who would normally see it, including any reason given.

7. YOUR DATA

7.1 Roles. For personal data that the Business and its Users put into Kupaly, the Business is the controller and we are its processor. The data processing terms in section 8 apply. Our privacy policy explains how we handle personal data, including the limited data we control ourselves, such as account and security records.

7.2 No special category data. Don't put health information or other special category data into Kupa chat, a time-off reason or anywhere else in Kupaly. When you record sick leave, keep the reason short, for example "unwell", with no details of any illness or condition. Kupaly isn't built to hold health records.

7.3 Business warranties. The Business confirms that it has a lawful basis for the personal data it puts into Kupaly, that it has given its staff the privacy information they are entitled to, and that its instructions to us are lawful.

7.4 No AI training on your Content. We don't use a Business's Content to train AI models. Under their terms, Eden AI and the AI model hosts it uses don't either. We don't sell Content.

7.5 Improving Kupaly. We may review Content and usage records to run, support, secure and improve Kupaly, as the privacy policy describes.

7.6 Where data is held. We process personal data in the UK and the EEA, as the privacy policy sets out.

8. DATA PROCESSING TERMS (UK GDPR ARTICLE 28)

When we process personal data for the Business, we will:

• (a) process it only on the Business's documented instructions, including these terms and its use of Kupaly's settings, unless the law requires otherwise, in which case we'll tell the Business first unless the law prevents us;
• (b) make sure that people authorised to process it are bound by confidentiality;
• (c) take appropriate technical and organisational security measures;
• (d) use sub-processors only under a written contract that imposes equivalent data protection obligations. The Business gives general authorisation for the sub-processors listed in the privacy policy, which include Google Cloud (including Firebase, BigQuery and Cloud Logging) for hosting, storage and logs, and Eden AI for routing Kupa's AI requests to model hosts. We'll tell the Business before we add or replace a sub-processor, by email or in Kupaly, so that it has a chance to object. If it objects and we can't reasonably meet the objection, either of us may end these terms. We remain responsible to the Business for our sub-processors' performance of their data protection obligations.
• (e) help the Business, as far as reasonably possible, to respond to requests from individuals exercising their rights;
• (f) help the Business with security, breach notification, data protection impact assessments and consultation with the Information Commission (the ICO), taking into account the information available to us;
• (g) at the end of the service, and at the Business's choice, delete or return the personal data, unless the law requires us to keep it (see section 15); and
• (h) make available the information needed to show that we meet this section, and allow and contribute to audits by the Business or its auditor on reasonable notice. We may meet this with written answers and documents first.

We'll tell the Business without undue delay after we become aware of a personal data breach affecting its data.

9. OWNERSHIP AND LICENCES

9.1 Ours. We own Kupaly, including its software, name and branding. While these terms apply, we give the Business a non-exclusive, non-transferable, revocable licence to use Kupaly for its own internal business operations. Its Users may use Kupaly under this licence.

9.2 Yours. The Business keeps ownership of its Content. It gives us the licence we need to host, store, copy, display, transmit and process its Content to provide and support Kupaly, and for the purposes in section 7.5.

9.3 Feedback. If you send us feedback or suggestions, we may use them freely without owing you anything.

10. NO WARRANTY: "AS IS"

10.1 Kupaly is a free trial and is provided "as is" and "as available". We give no warranty, guarantee, condition or representation of any kind, express or implied, about Kupaly, Kupa or anything they produce. That includes any promise that output is accurate, complete or lawful, or that a rota is fit to publish without your checks.

10.2 To the fullest extent the law allows, we exclude all terms that might otherwise be implied by statute, common law or custom. That includes any implied term that the service will be provided with reasonable care and skill, and any implied term about quality, fitness for purpose or results.

10.3 Nothing in this section affects section 13.

11. THINGS WE ARE NOT LIABLE FOR

Subject to section 13, we are not liable for any of the following, however it arises:

• (a) loss of profit, revenue, business, contracts or anticipated savings;
• (b) loss of goodwill or reputation;
• (c) loss, corruption or unavailability of data or Content;
• (d) business interruption, or wasted management or staff time;
• (e) any indirect or consequential loss; or
• (f) any award, compensation, settlement, penalty, fine, back pay, arrears or cost arising from a claim, complaint or investigation against the Business, for example an employment tribunal claim, a claim by a member of staff, an HSE, HMRC, Home Office or local authority matter, or a trade union dispute, about rotas, working time, rest, holiday, pay, right to work or any other workforce decision, whether or not Kupaly was used.

12. OUR MAXIMUM LIABILITY: £100

Subject to section 13, our total liability to the Business and its Users, taken together, for all claims arising out of or in connection with Kupaly or these terms is limited to £100 in total. This covers liability in contract, delict or tort (including negligence), breach of statutory duty, misrepresentation or otherwise. Kupaly is supplied free of charge, and the £100 figure reflects that.

13. WHAT WE DON'T EXCLUDE OR LIMIT

Nothing in these terms excludes or limits our liability for:

• (a) death or personal injury caused by our negligence;
• (b) fraud or fraudulent misrepresentation;
• (c) any liability we have directly to an individual under data protection law, which these terms can't restrict; or
• (d) anything else that the law doesn't allow us to exclude or limit.

14. WHAT YOU ARE RESPONSIBLE FOR: INDEMNITY

The Business will reimburse us for claims brought against us by third parties, including its staff and any authority, and for our reasonable costs in dealing with them, to the extent the claim arises from:

• (a) the Business's Content, including information that is wrong or incomplete, or its instructions to us;
• (b) a breach of these terms or of the law by the Business or its Users; or
• (c) the Business's employment decisions.

This doesn't apply to the extent that the claim was caused by our own breach of these terms or our negligence. We'll tell the Business promptly about any such claim and let it comment on how it is handled.

15. ENDING USE, SUSPENSION, AND YOUR DATA

15.1 By you. The Business can stop using Kupaly and close its account at any time by contacting support@kupaly.com. A User can leave a Business, or ask for their own account to be deleted, as the account deletion page explains.

15.2 By us. We may suspend or end the Business's or a User's access at any time. That includes ending the trial (section 2.2). Where we reasonably can, we'll give notice and our reason, unless the law or security prevents us. If we are ending the trial for everyone, section 2.2 applies.

15.3 Your data when access ends. For 30 days after access ends, the Business may ask us for a copy of its Content, and we'll try to provide it in a common machine-readable format.

15.4 Deletion. We delete a Business's Content by hand on request. Contact support@kupaly.com, and we aim to do this within 30 days of the request, except where the law requires us to keep it. Copies may remain in system logs and records until our retention periods, which we'll set before launch, delete them.

15.5 What continues. Sections 7 to 14, 15.3, 15.4 and 17 to 19 continue to apply after these terms end.

16. CHANGES TO THESE TERMS

16.1 We may change these terms. Each version has a version date. For a change that materially affects the Business, we'll give at least 14 days' notice by email to the Owner or in Kupaly, unless the change is needed sooner for legal or security reasons.

16.2 The Kupaly app may ask Users to accept the new version before they continue. If they don't accept it, they can't keep using Kupaly. If the Business doesn't accept a change, it can stop using Kupaly before the change takes effect (section 15.1). If the Business or a User keeps using Kupaly after the change takes effect, that means acceptance.

17. THIRD-PARTY RIGHTS

Only the Business and we can enforce these terms. Nobody else has any right to enforce them, including under the Contract (Third Party Rights) (Scotland) Act 2017. We don't intend these terms to give any third party, including any User, team member or customer of the Business, any right to enforce them.

18. GENERAL

18.1 Entire agreement and non-reliance. These terms, together with the privacy policy, are the whole agreement between the Business and us about Kupaly. They replace earlier terms and anything said or written before. That includes the Kupaly website, marketing material, demos and anything Kupa says. The Business confirms that it hasn't relied on any statement, promise or representation that isn't set out in these terms. Nothing in this section limits liability for fraud or fraudulent misrepresentation.

18.2 Severance. If any part of these terms is found invalid or unenforceable, the rest continues to apply. The invalid part applies with the minimum change needed to make it valid.

18.3 Transfer. We may transfer our rights and obligations under these terms to another organisation, and we'll tell the Business if we do. The Business may not transfer its rights or obligations without our written consent.

18.4 Notices. We may give notices by email to the Owner's email address or in Kupaly. The Business should send legal notices to support@kupaly.com, and by post to our registered office marked for the attention of the Directors.

18.5 Events beyond our control. We aren't responsible for delay or failure caused by events beyond our reasonable control. Examples include failure of internet, hosting or AI providers, cyber attack, power failure, industrial action, government action, fire, flood or pandemic.

18.6 Waiver. If either of us doesn't enforce a term straight away, that isn't a waiver of it.

18.7 Raise it with us first. Before starting legal proceedings, please contact support@kupaly.com so that we have a chance to put things right.

19. LAW AND COURTS

19.1 These terms, and any dispute or claim about them or Kupaly (including non-contractual disputes or claims), are governed by the law of Scotland.

19.2 The courts of Scotland have exclusive jurisdiction over any such dispute or claim.