Legal centreTerms of Service

Terms of Service

Last updated: 12 October 2026

These Terms of Service (the Terms) are a legally binding agreement between you, the customer (you, your or the Customer), and WhealBit, trading as QWTN (QWTN, we, us or our), governing your access to and use of the QWTN service. By creating an account, clicking to accept these Terms, creating a waste transfer note with our free tool, or otherwise using the Service, you agree to be bound by these Terms. If you do not agree, you must not access or use the Service. Please read these Terms carefully: they contain important provisions that limit our liability, confirm that you remain responsible for your own legal compliance (including your waste Duty of Care), and provide for disputes to be resolved by the courts of England and Wales. They also incorporate other documents by reference.

Some provisions of these Terms apply differently depending on whether you are a business or a Consumer (as defined in section 1). The harsher business-only provisions do not bind Consumers. See section 26 (If You Are a Consumer). Nothing in these Terms affects your non-excludable statutory rights as a Consumer.

1. Definitions and Interpretation

In these Terms, the following words have the following meanings:

  • Account means the account you create to access and use the Service.
  • Acceptable Use Policy or AUP means our acceptable use policy at /acceptable-use, as updated from time to time.
  • Agreement means these Terms together with all documents incorporated by reference (including the AUP, the Privacy Policy, the DPA, the SLA, the Sub-Processors list and any order or plan selection).
  • Applicable Law means all laws that apply to your business and your use of the Service, including the Environmental Protection Act 1990, the Environmental Protection (Duty of Care) Regulations 1991, the Waste (England and Wales) Regulations 2011, the Hazardous Waste (England and Wales) Regulations 2005, the Health and Safety at Work etc. Act 1974, the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013 (RIDDOR), road transport and operator licensing law, and Data Protection Laws, together with their equivalents in Scotland, Wales and Northern Ireland where they apply to you.
  • Authorised User means an individual (such as an account owner, office staff member or driver) whom you permit to access the Service under your Account.
  • Client Portal User means an individual at one of your own customers whom you invite to view documents in the client portal.
  • Confidential Information has the meaning given in section 22.
  • Consumer means an individual acting wholly or mainly outside that individual's trade, business, craft or profession, within the meaning of the Consumer Rights Act 2015. Some sole traders and individuals may be Consumers; if you are unsure, see section 26.
  • Customer Data means all data, content and information that you, your Authorised Users or your Client Portal Users submit to, or that is generated within, the Service, including Customer Personal Data.
  • Customer Personal Data means personal data that you or your Authorised Users enter into, or generate within, the Service (for example the names, contact details and signatures of the parties to a waste transfer, your clients' site contacts, your staff and drivers, vehicle and walkaround records, and health and safety, near-miss and accident records).
  • Data Protection Laws means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR), and all other applicable data protection and privacy laws.
  • DPA means our Data Processing Agreement at /dpa, which forms part of this Agreement where we act as a processor of Customer Personal Data on your behalf.
  • Fees means the subscription charges and any other amounts payable for the Service.
  • Free Tier means the free plan (the "Free" plan) described in section 8, including the free waste transfer note tool that can be used without an Account.
  • Intellectual Property Rights means patents, copyright, database rights, trade marks, design rights, trade secrets, know-how and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
  • Service means the QWTN software-as-a-service application at qwtn.co.uk, including its websites, free tools, features, generated documents, reporting, client portal and related documentation, as we make them available to you.
  • SLA means our Service Level Agreement at /sla.
  • Sub-Processor means a third party we engage to process Customer Personal Data on your behalf, as listed at /sub-processors.
  • Waste Transfer Note or WTN means any digital or printable document generated through the Service intended to record a transfer of waste for Duty of Care purposes, including one-off notes, season tickets and hazardous waste consignment notes.

In these Terms: headings are for convenience only; "including", "includes" and "in particular" are illustrative and do not limit the preceding words; the singular includes the plural and vice versa; a reference to legislation includes any subordinate legislation and any amendment or re-enactment of it; and a reference to "writing" includes email.

2. The Service and Its Scope

The Service is a waste compliance and operations tool for waste carriers, skip hire firms, tradespeople and other businesses that produce, carry or receive waste. Its features include creating, signing (in person or by a remote signing link), storing and sharing Waste Transfer Notes and season tickets; EWC code and SIC code lookups; waste carrier, permit and Companies House lookups; client, site and container records; collection scheduling and a driver job list; quotes and invoices; fleet records (vehicles, DVSA-style walkaround checks, defects, maintenance, expenses, operator licences and weighbridge tickets); health and safety records (RAMS, near-miss reports, an accident book and RIDDOR flags); waste reporting; and a client portal. Which features are available depends on your plan.

QWTN is NOT a waste carrier, broker or dealer. We never collect, transport, treat, store or take custody or control of any waste, and we are not a party to any waste transfer recorded in the Service. We do not hold any waste carrier registration or environmental permit on your behalf.

You remain solely responsible for your Duty of Care and all other legal obligations. Using the Service does not reduce, transfer or modify your obligations under section 34 of the Environmental Protection Act 1990 or any other Applicable Law. In particular, you remain responsible for: correctly describing and classifying waste and selecting the correct EWC code; checking that every carrier, broker, dealer or receiving site you use is properly registered or permitted; meeting the additional requirements that apply to hazardous waste; keeping your records for the legally required periods; and complying with any digital waste tracking requirements as and when they apply to you. We make no representation that the Service has been approved for, or will satisfy, any government digital waste tracking scheme.

The Service does NOT provide legal, regulatory, environmental, health and safety, transport or financial advice. Nothing in the Service or its outputs constitutes professional advice or may be relied upon as such.

AIDS, NOT DETERMINATIONS. EWC code and hazardous waste guidance, Environment Agency register and permit lookups, Companies House data, RIDDOR flags, risk ratings, walkaround checklists, MOT, insurance and licence reminders, compliance status indicators and all generated documents are provided as record-keeping and convenience aids only, based on the data you enter and on third-party sources and rules that may not fit your circumstances. Register and Companies House data comes from public sources we do not control and may be out of date. A RIDDOR flag is not a legal determination; the decision whether to report, and the duty to report to the HSE, remain yours. The fleet features are not an approved transport management or maintenance system and do not query the DVLA or DVSA. You must independently verify all outputs before relying on them, and should take your own professional advice.

The accuracy of location data, photographs and electronic signatures depends on devices, networks, browser permissions and third-party services outside our control. We do not warrant that such data is accurate, complete or available, and you must not treat it as conclusive.

We may modify, enhance, add to or discontinue features of the Service from time to time. We will not materially reduce the core functionality of a paid plan during a paid billing period without giving you the right to terminate under section 17.

3. Eligibility and Authority to Bind a Business

To use the Service you must be at least 18 years old and able to form a legally binding contract. Where you create an Account or accept these Terms on behalf of an organisation, business or other legal entity, you represent and warrant that you are duly authorised to bind that entity, and references to "you" mean that entity. If you do not have such authority, you must not use the Service on the entity's behalf.

You are responsible for all activity that occurs under your Account and for the acts and omissions of your Authorised Users, as if they were your own.

4. Accounts and Security

You must provide accurate, current and complete information when creating your Account and keep it up to date. You are responsible for: configuring and managing access for your Authorised Users and Client Portal Users; maintaining the confidentiality of all login credentials, signing links and access tokens; and all use of the Service under your Account, whether or not authorised by you.

You must notify us promptly at hello@qwtn.co.uk if you become aware of any unauthorised access to or use of your Account, any loss or theft of credentials, or any other security incident affecting the Service. Where we process Customer Personal Data on your behalf and become aware of a personal data breach affecting it, we will notify you without undue delay in accordance with the DPA (reflecting our obligation under Article 33(2) of the UK GDPR). We may suspend access where we reasonably believe credentials have been compromised, in accordance with section 16.

You must implement reasonable security measures (including strong, unique passwords and appropriate access controls) and comply with any security requirements we reasonably notify to you.

5. Your Responsibilities and Use of Personal Data

As a condition of using the Service, you agree that:

  • you are the controller of the Customer Personal Data and we are your processor in respect of it (see section 14 and the DPA);
  • you have, and will maintain, a valid lawful basis under Data Protection Laws for every category of Customer Personal Data you process through the Service, including the personal data of your staff, drivers, clients, signatories and Client Portal Users. Where the data relates to your staff, consent is generally NOT an appropriate basis because of the imbalance of power between employer and worker; the appropriate Article 6 bases are typically legal obligation (Article 6(1)(c)), performance of a contract (Article 6(1)(b)) and/or legitimate interests (Article 6(1)(f));
  • where you record special-category data, in particular health data in accident book entries, injury and treatment details and RIDDOR records, you have a valid condition under Article 9 of the UK GDPR. In practice this is typically the employment, social security and social protection condition in Article 9(2)(b) and paragraph 1 of Schedule 1 to the Data Protection Act 2018, supported by an Appropriate Policy Document, rather than explicit consent. You are responsible for identifying the right condition where an injured person is not your employee (for example a member of the public);
  • before you capture location data (for example the GPS position of a near-miss), photographs or electronic signatures, you will give the people concerned the privacy information required by Articles 13 and 14 of the UK GDPR, and will consider whether a Data Protection Impact Assessment (DPIA) is required under Article 35. We will provide reasonable assistance with your DPIA as set out in the DPA;
  • you will keep Customer Data accurate and up to date and will obtain and maintain all notices and authorisations required for us to process Customer Personal Data on your instructions;
  • you will only send signing links, invoices, quotes, portal invitations and other emails through the Service to people you have a legitimate reason to contact, and you are responsible for the content of those communications;
  • you will comply with all Applicable Law in connection with your use of the Service; and
  • you are solely responsible for your own decisions and actions taken using the Service or its outputs, including all waste classification, carrier and site selection, health and safety, fleet and roadworthiness, invoicing and employment decisions.

You acknowledge that the Service records location only when a user chooses to capture or enter it, and does not track devices or drivers continuously or in the background, and you must describe your use of the Service to your staff accordingly.

6. Acceptable Use

Your use of the Service is subject to the Acceptable Use Policy, which is incorporated into this Agreement. You must comply with the AUP and ensure your Authorised Users and Client Portal Users do so. In particular, you must not use the Service to create false, misleading or backdated waste transfer, health and safety or fleet records, or to impersonate a carrier, regulator or any other person. Breach of the AUP is a material breach of this Agreement and may result in suspension under section 16 or termination under section 17, and may give rise to your indemnity obligations under section 20.

7. Subscription, Fees and Renewal

7.1 Plans and Fees

The Service is offered on a subscription basis. Current plans are: a free Free tier (create, download and print unlimited waste transfer notes, one user, no cloud storage, no payment method or Account required for the free note tool); Solo at £12 per month (one user, cloud storage, e-signatures, season tickets, saved clients, permit tracking and photo capture); Carrier at £29 per month (up to 5 team members, adding fleet, DVSA walkarounds, collection scheduling, health and safety, client portals, container tracking and waste reporting); and Fleet at £69 per month (unlimited team members, adding white-label PDFs, weighbridge tickets, subcontractor notes and dedicated support). The features in each plan are as shown on our pricing page at the time you subscribe. Billing is monthly only; we do not currently offer annual billing. The prices stated here must match the prices charged at checkout, and the price shown at checkout governs. WhealBit is not VAT-registered, so no VAT is charged and the prices stated are not subject to VAT; the position for Consumers (total price payable) is addressed in section 26.

7.2 Free Trial

Paid plans start with a 30-day free trial. You provide a payment method to our payment processor, Stripe, when you start the trial. Unless you cancel before the trial ends, your subscription converts automatically to the paid plan you chose and the first monthly Fee is charged at the end of the trial. You can cancel during the trial from your billing settings and you will not be charged. We will make the price, the date the first charge will be taken and how to cancel clear to you before the trial starts. We may restrict free trials to one per person or business.

7.3 Automatic Monthly Renewal

Paid subscriptions are billed monthly in advance and renew automatically for successive monthly periods until cancelled. By subscribing, you authorise us and our payment processor to charge your payment method the applicable Fee on each renewal date. For Consumers, we will send a clear reminder before each renewal charge as described in section 26.

7.4 Changing Plan and Cancellation

You may upgrade or downgrade at any time from your billing settings; changes take effect at the start of your next billing period. If you downgrade, features not included in your new plan become read-only: we do not delete your data because you downgrade, and you can still view and export it. You may cancel your subscription at any time through your billing settings or by contacting us. Cancellation takes effect at the end of the current billing period; your paid features continue until then, after which the subscription will not renew. Cancelling does not entitle you to a refund of Fees already paid, except as set out in section 7.7 or as required by law.

7.5 Price Changes

We may change the Fees or introduce new charges. For paid subscribers, we will give you at least 30 days' notice before a price change takes effect. The new price applies from your next renewal after the notice period. If you do not accept the change, you may cancel before it takes effect under section 7.4. For business customers, continued use after the change takes effect constitutes acceptance. For Consumers, a price increase or other change to your material disadvantage will not take effect unless you have been given notice and a genuine right to cancel without penalty before it takes effect, and continued use is not treated as your acceptance of such a change (see section 26).

7.6 Taxes

WhealBit is not VAT-registered, so no VAT is charged on the Fees. Fees are exclusive of any other applicable taxes or duties, which you are responsible for paying in addition, unless we are required to collect them, in which case they will be added to your invoice. If you are required by law to withhold any amount, you must gross up the payment so that we receive the full Fee.

7.7 Non-Refundable; Statutory Carve-Out

Except as set out in this section or as required by law, all Fees are non-refundable, and there are no refunds or credits for partial months, unused features, or periods in which you did not use the Service. Nothing in this section limits: (a) a Consumer's statutory rights to a refund on cancellation under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the CCRs 2013); (b) a Consumer's rights to a price reduction or refund for non-conforming services or digital content under the Consumer Rights Act 2015; or (c) any statutory chargeback rights. The refund position for Consumers is set out further in section 26.

7.8 Non-Payment

If a payment fails or is overdue, we may retry the charge and, after giving you notice and a reasonable opportunity to pay, restrict or suspend your access under section 16. For business customers, we may also charge interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998.

7.9 Your Own Invoices

The Service lets you create and send quotes and invoices to your own customers. We do not collect, hold or transfer any money on your behalf, and we are not a party to any contract between you and your customers.

8. Free Tier

The Free Tier (the Free plan, including the free waste transfer note tool) is provided to you free of charge and on an "as is" and "as available" basis, with no service levels and no commitment as to availability or support. Notes created with the free tool without an Account are held in your own browser and in the documents you download or print; we do not store them for you, and you are responsible for keeping copies for as long as the law requires. To the maximum extent permitted by law, all warranties, conditions and other terms are excluded in respect of the Free Tier, and our liability in respect of the Free Tier is subject to the limitations in section 19 (including the fixed floor specified there). We may change, limit, suspend or withdraw the Free Tier, or any of its features, at any time on reasonable notice. Nothing in this section excludes liability that cannot lawfully be excluded (see section 19.4), including our obligations under Data Protection Laws.

9. Intellectual Property

As between the parties, we and our licensors own all Intellectual Property Rights in and to the Service, including all software, designs, text, graphics, interfaces, templates and documentation, and all improvements and modifications to them. Except for the limited rights expressly granted in this Agreement, no rights are granted to you in the Service.

Subject to your payment of the Fees and your compliance with this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your internal business purposes during the term. You may use, print and share the documents you generate with the Service for your own business purposes.

You own your Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data, and to create back-ups, in each case only as necessary to provide and support the Service, to comply with law, and to fulfil our obligations under this Agreement and the DPA.

We may collect, generate and use anonymised and aggregated data derived from use of the Service for our own lawful purposes, including to operate, develop, improve and benchmark the Service. We will only do so where: (a) the data has been irreversibly anonymised to the standard required by the UK GDPR and ICO anonymisation guidance, so that no individual, Customer or organisation can be identified or re-identified; and (b) the act of anonymising Customer Personal Data is carried out as a permitted processing activity under the DPA. We act as controller only of the resulting truly anonymous (non-personal) dataset. Where data cannot be truly anonymised, it remains personal data governed by Data Protection Laws and the DPA, and we will not use it for benchmarking or product development without a separate lawful basis. If you provide feedback, suggestions or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you; for Consumers, this licence is limited to the purpose of operating and improving the Service.

You must not (and must not permit any third party to) copy, modify, adapt, translate, reverse-engineer, decompile or disassemble the Service, create derivative works, remove proprietary notices, or use the Service to build a competing product, except to the extent such restriction is prohibited by law.

10. Customer Data and Privacy

Our handling of personal data for which we are a controller (such as account, billing and website visitor data) is described in our Privacy Policy. Where we process Customer Personal Data on your behalf, we do so as your processor in accordance with the Data Processing Agreement, which is incorporated into and forms part of this Agreement. You are responsible for the matters set out in section 5. Our use of cookies and similar technologies is addressed in our separate Cookie Policy; these Terms do not govern cookie consent.

11. Third-Party Services

The Service relies on, and may interoperate with, third-party services, including Stripe (subscription payments), Supabase (database, authentication and file storage), Vercel (hosting and serverless functions), Resend (transactional email) and PostHog (product analytics), and public data sources such as the Environment Agency public registers and Companies House. Card and payment data are handled by Stripe (which represents that it maintains PCI-DSS Level 1 compliance) and are never stored by us; for cardholder and payment data, Stripe acts as an independent controller under its own terms, not as our Sub-Processor of Customer Personal Data. The list of Sub-Processors, their regions and the basis for their engagement is at /sub-processors.

Your use of any third-party service may be subject to that provider's own terms. You must comply with the terms of any third-party service you access through or in connection with the Service (including Stripe's terms and acceptable use rules), and you indemnify us under section 20 for losses arising from your breach of them. We are not responsible or liable for any third-party service or public data source, including its accuracy, availability, security, acts or omissions, except to the extent expressly set out in this Agreement or the DPA. Any data-protection liability we have for the acts or omissions of our Sub-Processors under the DPA is subject to the limitations in section 19, except for liability that cannot lawfully be limited.

12. Availability and Service Levels

We will use commercially reasonable efforts to make the Service available, as further described in our Service Level Agreement (which applies to eligible paid plans). The Service depends on third-party infrastructure, and availability is not guaranteed except as stated in the SLA. The Free Tier is provided without any service-level commitment. Because the Service may occasionally be unavailable, you should keep a way to record waste transfers (for example a printed or downloaded note) if you cannot reach it.

13. Support

We provide support for paid plans by email at hello@qwtn.co.uk during the hours and with the response targets described in the SLA or otherwise notified to you. Dedicated support is included on the Fleet plan as described in the SLA. Support for the Free Tier, if any, is provided on a reasonable-efforts basis without commitment.

14. Data Protection Summary

For Customer Personal Data you process through the Service, you are the controller and we are your processor; our processing is governed by the DPA and is carried out only on your documented instructions. Our characterisation as a processor depends on our acting only on those instructions. To the limited extent that we determine the essential means of any specific processing, that processing will be characterised accurately in the DPA rather than defaulting to processor status.

For account, billing and website visitor data, we are the controller, as described in the Privacy Policy. You acknowledge that certain Customer Personal Data (in particular injury, treatment and other health information in accident and RIDDOR records) is special-category data requiring additional safeguards, and you are responsible for the lawful basis, the Article 9 condition, and any DPIA for processing it (see section 5).

Where we transfer Customer Personal Data outside the United Kingdom, any such restricted transfer is made under an approved Chapter V mechanism (for example the International Data Transfer Agreement (IDTA) or the International Data Transfer Addendum to the EU Standard Contractual Clauses, and/or the UK Extension to the EU-US Data Privacy Framework for certified recipients), together with a transfer risk assessment where required. The operative transfer terms are set out in the DPA, and Sub-Processor regions are at /sub-processors.

This section is a summary only and does not vary the DPA, which prevails in the event of any conflict on data-processing matters. Nothing in this Agreement limits any liability we have under the DPA or Article 82 of the UK GDPR.

15. Warranties and Disclaimers

We warrant that we will provide the Service with reasonable care and skill.

Except as expressly stated in this Agreement, and to the maximum extent permitted by law, the Service is provided "AS IS" and "AS AVAILABLE", and we give no other warranties, conditions, representations or terms, whether express or implied, statutory or otherwise. In particular, and without limitation, we do not warrant or guarantee that:

  • the Service will be uninterrupted, timely, secure or error-free, or that defects will be corrected, except as stated in the SLA;
  • the Service, or any of its outputs (including EWC codes, hazardous waste guidance, carrier register, permit and Companies House data, RIDDOR flags, risk ratings, walkaround checklists, MOT and licence dates and compliance indicators), will be accurate, complete, current or fit for any particular purpose;
  • any Waste Transfer Note or other document generated by the Service will satisfy your obligations under any particular regulatory regime, or that use of the Service will make you, or keep you, compliant with the Environmental Protection Act 1990, waste, hazardous waste, health and safety, road transport or operator licensing law, or Data Protection Laws; or
  • the Service will meet your requirements or achieve any particular result.

To the maximum extent permitted by law, all implied warranties and conditions, including as to satisfactory quality, fitness for a particular purpose, and non-infringement, are excluded. This section is subject to section 19.4 and (for Consumers) section 26, which preserve non-excludable statutory rights, including the statutory right to services performed with reasonable care and skill.

16. Suspension

We may suspend or restrict your or any Authorised User's access to all or part of the Service where: (a) we reasonably believe you are in material breach of this Agreement or the AUP; (b) payment is overdue and you have not paid following notice and a reasonable opportunity to do so; (c) we reasonably believe suspension is necessary to protect the security, integrity or availability of the Service, our systems, or other customers; (d) we are required to do so by law or by a competent authority; or (e) there is a serious risk of unlawful, fraudulent or harmful activity. Where practicable, we will give you advance notice and an opportunity to remedy; for serious, illegal or urgent matters affecting security or legality we may suspend immediately. For non-payment and for non-urgent breaches, and for all Consumers, we will give prior notice and a reasonable opportunity to remedy before suspending, and any suspension affecting a Consumer will be proportionate. Suspension does not relieve you of your obligation to pay Fees. Nothing in this section excludes liability that cannot lawfully be excluded (see section 19.4).

17. Termination

Either party may terminate this Agreement: (a) on notice, with cancellation of a paid subscription taking effect at the end of the then-current billing period (see section 7.4); or (b) immediately, by written notice, if the other party commits a material breach that is incapable of remedy or, if remediable, is not remedied within 14 days of written notice; or (c) immediately if the other party becomes unable to pay its debts as they fall due, or is subject to an insolvency event. Because we operate as a sole trader, an insolvency event in relation to us means that the proprietor of WhealBit becomes bankrupt, proposes or enters an individual voluntary arrangement (IVA), or has a receiver or trustee appointed over his assets; in relation to a Customer that is a body corporate, an insolvency event includes administration, liquidation, the appointment of a receiver, or ceasing to trade.

We may terminate this Agreement or your Account immediately where a ground for suspension under section 16 exists and the underlying issue is incapable of remedy or is not remedied within any notice period given. We may also terminate any Free Tier Account at any time on reasonable notice.

18. Effect of Termination

On termination or expiry of this Agreement: (a) all licences granted to you cease and you must stop using the Service; (b) any Fees accrued up to termination remain payable; and (c) for a window of 30 days after termination, we will make your Customer Data available for export through the Service or on reasonable request, after which we will, at your choice (consistent with Article 28(3)(g) of the UK GDPR), delete or return Customer Data in accordance with the DPA and applicable law, save where we are required to retain it by law. The defined retention and deletion timetable is set out in the DPA, which prevails over this section in the event of conflict. Waste law requires you to keep waste transfer notes for at least two years and hazardous waste consignment records for at least three years, and other records (such as accident records) for set periods; you are responsible for exporting and retaining your own copies of Customer Data for those periods. Sections that by their nature should survive termination (including sections 1, 2, 9, 14, 15, 18, 19, 20, 21, 22, 23, 24, 25, 26 and 27) survive.

19. Limitation of Liability

Please read this section carefully. It limits our liability to you. This section is subject to section 19.4, which sets out liability that we do not, and cannot lawfully, exclude or limit. This section limits only our liability to you and does not limit your liability to us (including under section 20).

19.1 Excluded Losses

To the maximum extent permitted by law, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any of the following, whether direct or indirect and whether or not foreseeable: (a) loss of profits; (b) loss of revenue; (c) loss of anticipated savings; (d) loss of business or business opportunity; (e) loss of goodwill or reputation; (f) wasted management or staff time; or (g) any indirect or consequential loss. We will also not be liable for any loss arising from your own waste classification, carrier or site selection, health and safety, fleet, invoicing or employment decisions; from any fine, penalty, fixed penalty notice, enforcement action or sanction imposed on you by any authority (including the Environment Agency, Natural Resources Wales, SEPA, NIEA, a local authority, the HSE, the DVSA or a Traffic Commissioner); from your reliance on any aid or output described in section 2; or from the inaccuracy or unavailability of third-party register data, location data or photographs. Loss of, or corruption or damage to, data is NOT excluded to the extent it results from our breach of this Agreement or our negligence; instead, our liability for such loss is subject to the cap in section 19.2. Nothing in this section limits any liability we have under the DPA or Article 82 of the UK GDPR, and you remain responsible for retaining your own exported copies of Customer Data.

19.2 Aggregate Cap

Subject to sections 19.1 and 19.4, our total aggregate liability arising out of or in connection with this Agreement (whether in contract, tort, breach of statutory duty or otherwise) in any 12-month period is limited to the greater of: (a) the total Fees paid by you to us in the 12 months immediately before the event giving rise to the claim; or (b) £5,000 (the fixed floor, which is the maximum that applies where you are a Free Tier user or have paid no Fees in that period). A separate, higher aggregate sub-cap of £25,000 applies to claims relating to data protection or a security breach.

19.3 Agreed Allocation of Risk

You acknowledge that the limitations and exclusions in this section reflect a reasonable and agreed allocation of risk between the parties, having regard to the subscription nature and price of the Service, the scope and Duty of Care provisions in sections 2 and 15, the availability of insurance to each party, and the relative bargaining position of the parties, and that the Fees have been set on the basis of these limitations.

19.4 Liability That Is Not Excluded

Nothing in this Agreement excludes or limits our liability for, and the limitations and exclusions above do not apply to, any liability that cannot lawfully be excluded or limited, including:

  • death or personal injury caused by our negligence;
  • fraud or fraudulent misrepresentation;
  • breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
  • any liability under section 2(3) of the Consumer Protection Act 1987; and
  • where you are a Consumer, any statutory rights under the Consumer Rights Act 2015 (including as to reasonable care and skill, conformity of services and digital content, and price), and any other liability that cannot be excluded or limited under that Act or the CCRs 2013.

19.5 General

Each provision of this section operates separately. If any exclusion or limitation is held to be invalid or unenforceable, the remaining exclusions and limitations continue to apply. You agree to take reasonable steps to mitigate your losses.

20. Customer Indemnity

You will indemnify, and keep indemnified, WhealBit and our officers, employees and agents, against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any third-party claim (including any claim by your staff, Authorised Users, customers, Client Portal Users or a regulator), but only to the extent NOT caused by our own breach of this Agreement or our negligence, and to the extent arising from: (a) any Customer Data that is unlawful, false, misleading or infringing, or any unauthorised use of the Service by you or your Authorised Users; (b) your instructions to us, or our acting on them; (c) your breach of this Agreement, the AUP or the DPA; (d) your misuse of the Service; (e) your failure to comply with Applicable Law, including your Duty of Care and any failure to have a lawful basis or Article 9 condition for, to complete any required DPIA for, or to provide required privacy information in respect of, Customer Personal Data; (f) your breach of any third-party service terms under section 11; or (g) any content you send through the Service, including emails, signing links, quotes, invoices and portal invitations.

We will: notify you promptly of any claim for which we seek indemnity; give you reasonable control of the defence and settlement (provided no settlement imposes any non-indemnified obligation or admission on us without our consent); and provide reasonable cooperation at your expense. For the avoidance of doubt, your indemnity obligations under this section are not subject to the limitations or exclusions in section 19. This indemnity does not apply to a Consumer except to the extent of losses that are fair and were reasonably foreseeable, and never beyond what is permitted under the Consumer Rights Act 2015.

21. Our Indemnity for Intellectual Property Infringement

We will defend you against any third-party claim that your authorised use of the Service in accordance with this Agreement infringes that third party's Intellectual Property Rights in the United Kingdom, and will indemnify you for amounts finally awarded against you or agreed in settlement, provided you promptly notify us, give us sole control of the defence and settlement, and provide reasonable cooperation. This indemnity does not apply to claims arising from Customer Data, your breach of this Agreement, use of the Service in combination with anything not supplied by us, or any modification of the Service not made by us. Our total liability under this section is subject to a separate cap of £10,000, and is not limited by the general cap in section 19.2 (but remains subject to section 19.4). If the Service is, or in our opinion may become, the subject of an infringement claim, we may at our option procure the right for you to continue using it, modify it, or terminate the affected part and refund any pre-paid, unused Fees. Except for liability that cannot lawfully be limited, this is your sole and exclusive remedy for intellectual property infringement.

22. Confidentiality

Confidential Information means any non-public information disclosed by one party to the other that is marked or would reasonably be understood to be confidential, including the terms of this Agreement, business and technical information, and (in our case) the non-public aspects of the Service. Each party will: keep the other's Confidential Information confidential; use it only to perform this Agreement; and disclose it only to those of its personnel and advisers who need to know it and who are bound by equivalent obligations. These obligations do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or is lawfully received from a third party; and do not prevent disclosure required by law or a competent authority (including a waste or health and safety regulator), provided (where lawful) reasonable prior notice is given. This section does not vary the data-protection obligations in the DPA.

23. Changes to These Terms

We may update these Terms from time to time. For changes that are not material, or that are required by law, we may make them effective on posting. For material changes, we will give you reasonable advance notice (for example by email or in-app notice). If a material change adversely affects you and you do not accept it, you may terminate by cancelling before the change takes effect under section 7.4, without penalty for the unaffected remainder of any pre-paid period. For business customers, continued use of the Service after a change takes effect constitutes acceptance of the updated Terms. We will keep dated versions. If you are a Consumer, continued use is NOT treated as your acceptance of a change to your material disadvantage; we will not rely on any such change unless we have given you notice and a genuine right to cancel without penalty before it takes effect, and any such change must be fair and transparent.

24. Force Majeure

We will not be liable for any failure or delay in performing our obligations to the extent caused by an event beyond our reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, strikes, failure of utilities or telecommunications, cyber-attack, and failures or outages of third-party infrastructure, services or public data sources (including our current providers Vercel, Supabase, Stripe and Resend, as listed at /sub-processors, and the Environment Agency and Companies House services). Our remedies and obligations during any such event in respect of availability are as set out in the SLA. This section does not exclude any liability that cannot lawfully be excluded (see section 19.4) and does not relieve us of our security and breach-notification obligations under the DPA.

25. General

25.1 Assignment

We may assign, transfer, subcontract or otherwise deal with our rights and obligations under this Agreement, including in connection with a merger, acquisition or sale of assets, on notice to you. You may not assign or transfer any of your rights or obligations without our prior written consent. For Consumers, we will only transfer the contract where the transferee agrees to be bound by these Terms and your rights are not reduced, and we will give you notice with a right to cancel without penalty if any such transfer would be to your detriment.

25.2 Entire Agreement and Order of Precedence

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings on its subject matter. You acknowledge that you have not relied on any statement or representation not set out in this Agreement; nothing in this section limits liability for fraud or fraudulent misrepresentation. If there is a conflict, the following order of precedence applies (highest first): (a) the DPA, in respect of the processing of Customer Personal Data; (b) these Terms; (c) the SLA; (d) the AUP; (e) the Privacy Policy, the Cookie Policy and the Sub-Processors list.

25.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, or, if that is not possible, severed; the remaining provisions continue in full force.

25.4 Waiver

No failure or delay in exercising any right is a waiver of it, and no single or partial exercise prevents any further exercise. A waiver is effective only if given in writing.

25.5 Notices

Contractual and termination notices to us must be sent to hello@qwtn.co.uk or to WhealBit, St Ives, Cornwall [full postal address to be confirmed]. Security-incident and data-protection notifications must be sent to privacy@qwtn.co.uk. Consumer cancellation notices may be sent to hello@qwtn.co.uk. We may give notices to you by email to the address on your Account or by in-app notification. Notices are deemed received on the next business day after sending by email, or two business days after posting.

25.6 No Partnership or Agency

Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties; neither party may bind the other. In particular, we do not act as your agent in any waste transfer.

25.7 Third-Party Rights

Except as expressly stated, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. The persons indemnified under section 20 may enforce the relevant provisions in their favour, but the parties may vary or rescind this Agreement without their consent.

26. If You Are a Consumer

This section applies if and to the extent you are a Consumer. Where it conflicts with any other provision, this section prevails for Consumers. The Service is designed for business use; if you are an individual and are using it wholly or mainly outside a trade, business, craft or profession (for example to record a one-off household clearance), this section applies to you. Mixed-purpose use is assessed on its facts; if you are unsure, please contact us.

  • Statutory rights preserved. Nothing in this Agreement excludes, restricts or affects your non-excludable statutory rights, including your rights under the Consumer Rights Act 2015 (such as the right to services performed with reasonable care and skill, and to conforming digital content) and your rights and remedies under the CCRs 2013.
  • Fairness and transparency. Any term that would otherwise be unfair to you under the Consumer Rights Act 2015 does not bind you. The harsher business-only provisions of sections 19, 20, 25.1 and 27 are modified or disapplied for Consumers as set out in this section. Prices and the total charges payable (WhealBit is not VAT-registered, so no VAT is added) are presented to you before you are bound.
  • 14-day cancellation right. You have the right to cancel this Agreement within 14 days of entering into it, without giving a reason. To cancel, tell us clearly (for example by email to hello@qwtn.co.uk). If you cancel within this period, we will refund payments received from you, subject to the deduction described below where you asked us to start the service during the cancellation period. Because paid plans begin with a 30-day free trial, no payment is normally taken during the 14-day cancellation period.
  • Starting the service during the cancellation period. If you ask us to begin providing the Service during the 14-day cancellation period, you expressly request this and acknowledge that: (i) for digital content, you consent to it being supplied during the period and will lose your right to cancel once supply begins; and (ii) for services, you will lose the right to cancel once the service has been fully performed, and if you cancel before then you will pay for what you have received in proportion to what has been supplied.
  • Pre-contract information. Before you are bound, we provide the information required by the CCRs 2013, including our identity and geographic address, the total price, the auto-renewal arrangements, and your cancellation right.
  • Auto-renewal reminder. We will send you a clear reminder before each automatic renewal charge, giving you the opportunity to cancel before you are charged.
  • Refunds. Your refund rights under the CCRs 2013 and the Consumer Rights Act 2015 are not affected by the "non-refundable" wording in section 7.7.
  • Disputes. You may bring proceedings in the courts of the part of the United Kingdom in which you live, and you retain your right to access the courts and any applicable alternative dispute resolution scheme. The exclusive-jurisdiction provision in section 27 does not require you to give up your right to bring proceedings in your home UK courts.

27. Governing Law and Dispute Resolution

27.1 Governing Law

This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by and construed in accordance with the law of England and Wales.

27.2 Good-Faith Negotiation

Before commencing any formal proceedings, the parties will first attempt in good faith to resolve any dispute through discussion. Either party may escalate a dispute by written notice, after which senior representatives of each party will seek to resolve it within 30 days.

27.3 Mediation (Optional)

If the dispute is not resolved by negotiation, the parties may, by agreement, refer it to mediation under a recognised mediation procedure (for example the Centre for Effective Dispute Resolution) before proceeding to court.

27.4 Exclusive Jurisdiction

Subject to section 27.5, the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter (including non-contractual disputes or claims), and each party irrevocably submits to that jurisdiction. This is subject to a Consumer's right under section 26 to bring proceedings in the courts of the part of the United Kingdom in which they live.

27.5 Interim Relief

Nothing in this section prevents either party from applying to any court of competent jurisdiction for interim, injunctive or other equitable relief (including to protect Confidential Information or Intellectual Property Rights).

28. Acceptance

You accept these Terms by an affirmative act (such as ticking an acceptance box or clicking to agree) before creating your Account or starting a subscription, at which point you are also presented with the Privacy Policy, the DPA and the Acceptable Use Policy by working hyperlinks. Certain provisions of this Agreement are onerous or unusual, and your attention is specifically drawn to them: the Duty of Care and scope provisions in section 2, the limitation of liability in section 19, the indemnity in section 20, the free trial and automatic renewal in section 7, and the exclusive jurisdiction of the courts of England and Wales in section 27. The exclusive-jurisdiction provision is subject to a Consumer's right under section 26 to bring proceedings in the courts of the part of the United Kingdom in which they live.

29. Contact

The Service is operated by WhealBit, trading as QWTN, of St Ives, Cornwall. WhealBit is not VAT-registered, so no VAT is charged. For questions about these Terms, contact us at hello@qwtn.co.uk. For data-protection matters, contact privacy@qwtn.co.uk. The website and the Service are provided at qwtn.co.uk.