Between Harrison Murray trading as DuePaid ("DuePaid", "we", "us"), a sole trader, whose address is the address shown on our Contact and legal details page, [email protected], and the business named in the sign-up form ("the Client", "you"). Registration with the Information Commissioner's Office is in progress. Version 1.0. Last updated 19 October 2026.
These Terms of Business, together with the client schedule and the Data Sharing Agreement, govern the services we provide to you. Please read them carefully before you click to sign. Capitalised terms have the meanings given in clause 14.
1.1 We provide a service under which we chase overdue business-to-business invoices on your behalf, in writing, by email and by post. Subject to clause 2 and to the limits you set under clause 7, we decide the timing, content and channel of each message, and we will use reasonable endeavours to pursue each Accepted Debt in a manner that is professional, proportionate and consistent with these Terms.
1.2 We write in your name as your agent. Every message we send to a debtor states clearly that we write on behalf of you, names you as the creditor, and asks the debtor to pay you directly. For the avoidance of doubt, we do not take an assignment of any debt, we do not become a party to the contract between you and the debtor, and we do not acquire any right to receive payment from the debtor.
1.3 We do not give legal advice and we are not a law firm. We are not authorised by the Financial Conduct Authority, because we collect only business debts owed by limited companies and LLPs. Nothing we say or write is legal advice, and you should take your own legal advice from a solicitor if you are unsure of your rights or of the strength of any claim against a debtor.
2.1 We accept only debts owed by limited companies and LLPs. We do not accept debts owed by consumers, sole traders or partnerships, and you must not ask us to chase any such debt. If we discover at any stage that a debtor is not a limited company or LLP, we will stop contact with that debtor and notify you in writing, and clause 4.2 will apply to that debt.
2.2 We may refuse or withdraw from any debt at any time, in our absolute discretion and without liability, but we will give you the reason in writing. Where we withdraw after we have started to chase a debt, clause 10.4 and, where relevant, clause 4.5 will continue to apply to any payment that is traceable to our contact with the debtor before the date of withdrawal.
2.3 Before we first make contact about a debt, we will check the invoice, the due date, whether the debtor company is active at Companies House, and whether there is any insolvency notice against it. These checks are made on the information available to us on the day, and we do not warrant that the debtor is solvent or able to pay. We may decline a debt if any check gives us reasonable concern.
3.1 For every invoice you give us, you warrant and confirm to us, as at the date you give it and at each date on which we send a message about it, that: (a) the debt is real, due and unpaid, and the amount is correct; (b) the debtor has not disputed it, and you know of no reason it might be disputed (goods or services delivered as agreed, no pending credit note or counterclaim); (c) the debtor is a limited company or LLP; (d) the debt is not outside the legal time limit for claiming it (normally six years from the due date) and is not already with another agent, solicitor or court; (e) you own the debt and have the right to ask us to collect it; (f) the bank details you give us are your own and are correct; (g) you have told us if your contract already sets late-payment interest, because that can affect what you may claim under the 1998 Act; (h) you are allowed to share the debtor contact details with us, and you have told your customers that you may do so, as set out in the Data Sharing Agreement.
3.2 You must tell us in writing, on the same working day, if a debt is paid, disputed or part-paid, or if you agree anything with the debtor, including any extension of time, discount, credit note or payment arrangement. We will stop chasing as soon as we know. Until we have received your notice, we are entitled to assume that the information you gave us remains correct and complete, and we will not be liable for messages sent in reliance on it.
3.3 We rely on the statements in clause 3.1 in deciding whether to accept and chase a debt. Subject to clause 11.3 and without prejudice to any other right or remedy available to us, if any statement in clause 3.1 is or becomes untrue, we may suspend or stop all contact about the debt concerned, and we may end this agreement under clause 10.3.
4.1 Our fee is the percentage shown in your client schedule ("the Fee Percentage") of the money actually received by you on each debt we are chasing. The Fee Percentage is 10% on the standard schedule and 5% for pilot clients, and your schedule says which applies to you. We are not currently registered for VAT, so no VAT is added. If we become registered for VAT, our fees will be plus VAT at the rate then in force, and we will tell you in writing before we charge it.
4.2 If nothing is recovered, you pay us nothing. For the avoidance of doubt, no fee, charge or penalty is payable by you merely because we have contacted a debtor, because a debtor has been told that we act for you, or because a debt has been withdrawn, refused or returned, save as expressly set out in clauses 4.5 and 4.6.
4.3 The fee is calculated on the principal, plus any statutory interest and fixed compensation, that the debtor actually pays and you actually receive. It is not calculated on any amount that is invoiced, demanded, agreed or promised but not received by you, and it is not calculated on reasonable recovery costs, VAT charged by you to the debtor, or any other sum that is not principal, statutory interest or fixed compensation.
4.4 We invoice you after you confirm a payment, or after we see it in your ledger. Payment is due within 14 days of the invoice date, by Bacs Direct Debit or bank transfer. You must give us reasonable access to the payment information we need to calculate our fee, and you must not delay your confirmation of a payment you have received. We will give you a clear statement showing how each invoice has been calculated.
4.5 Debtors pay you directly. The fee applies to any payment the debtor makes to you that can be traced to our contact with them, including a payment made within 60 days after our last contact with that debtor about that debt. We do not charge a fee on payments that cannot be traced to our contact. Where there is a genuine dispute as to whether a payment is traceable, we will explain our reasons in writing and consider in good faith any evidence you give us.
4.5A For the avoidance of doubt, the 60-day period in clause 4.5 runs from the date of our last contact with the debtor about the relevant debt, and it is not extended by any later contact that is made by you. Nothing in this clause 4.5A extends our fee to a payment made after that period unless it can be traced to our contact.
4.6 If you withdraw a debt or settle it directly with the debtor, we charge no fee, except this: if the debtor had agreed to pay, or had paid, following our contact, and you withdraw or settle within the 60 days in 4.5, our fee still applies to the amount the debtor agreed to pay or paid. If the reason is that you told us the debt was wrong, no fee applies.
4.7 We charge no upfront fee. We may ask you to approve extra costs (for example solicitor fees) in writing before we incur them. We will not incur them without your written approval. Any such costs will be set out in the request, including the amount or a reasonable estimate, and they will be separate from, and in addition to, the fee payable under clause 4.1.
5.1 Where the Late Payment of Commercial Debts (Interest) Act 1998 ("the 1998 Act") applies, you are entitled to claim statutory interest, fixed compensation and reasonable recovery costs from the debtor. We will include them in our messages unless you tell us not to. Whether the 1998 Act applies to a particular debt depends on its facts, including the terms of your contract, and we give no assurance that any amount will be paid.
5.1A You authorise us to tell the debtor, in your name, that you intend to claim statutory interest and fixed compensation if the invoice is not paid by the date we state in our message (normally seven days after the message). If you do not want this, tell us in writing before we start and we will not mention them. We will state only an intention to claim that you have authorised, and we will not state that any court action has been or will be started.
5.2 We calculate statutory interest and fixed compensation using the Bank of England rate and the amounts set by the 1998 Act. The figure is shown on every message so that you can check it. You remain responsible for checking that each figure is correct for your contract and invoice, and you must tell us promptly in writing if you think a figure is wrong so that we can correct it in our next message.
5.3 You may tell us in writing to waive interest and compensation on a debt, and we will act on that instruction from the next message. Our fee is then charged only on money actually received, in accordance with clause 4.3. A waiver instructed by you does not, of itself, prevent you from later claiming those sums directly, but we will not make or repeat any statement about them once you have waived them.
6.1 Debtors are told to pay you directly, into the bank account you give us. We never receive, hold or handle your money. Our service is designed so that funds move only between the debtor and you, and we do not operate a client account, a payment service or any other arrangement under which money owed to you passes through us or through any account controlled by us.
6.2 No one at DuePaid will ever ask you or a debtor to pay anything to an account of ours for a debt. Our fee is invoiced to you separately under clause 4.4, and it is payable only against our invoice. If you are ever asked by anyone claiming to act for us to send recovered money to us or to a third party, you must not do so, and you should contact us at once.
6.3 If anyone claims to be DuePaid and gives other bank details, do not pay and tell us straight away. We will take reasonable steps to investigate and to warn affected debtors. You are responsible for keeping the bank details you give us accurate, and you must tell us in writing, using a method that we can verify, before any change to them takes effect.
7.1 You set these limits when you sign up. You can change them in writing at any time, and the change applies from the next message. They are your instructions to us, and we will treat them as binding on us in everything we agree with a debtor.
7.2 We will not agree anything outside your limits. We pass any such request to you in writing, together with the details we hold, and we will take no further step on that request until you reply. For the avoidance of doubt, silence on your part is not agreement, and a debtor's offer that falls outside your limits does not bind you in any way.
7.3 We will not start court action. Any court claim needs your written instruction and will be brought only through a solicitor, and we will refer you to a solicitor. Solicitor fees are separate and need your written approval. We do not represent you in court, and we do not threaten court action on your behalf unless you have given that instruction in writing.
8.1 Everything is in writing, so there is a record. You can ask for the full message history for any debt, and we will provide it within a reasonable time. We may communicate with debtors only between Monday and Friday, from 08:00 to 18:00 UK time, and we will contact debtors about a debt.
8.2 We tell debtors only what is needed to recover the debt. We do not make threats. We do not claim legal powers we do not have, and we do not overstate the consequences of non-payment. Subject to clause 5.1A, our messages set out the amount owed, the invoice, the date by which payment is requested, the way to pay you directly, and how a debtor may dispute the debt or ask us to stop.
8.3 We check every message before it is sent, to confirm that the amounts, dates, invoice references and recipient are correct and that the content complies with these Terms. Despite these checks, we cannot guarantee that a message will be free from error, and you should tell us promptly in writing if you find one so that we can correct it.
8.4 We reply to emails in writing within 2 working days where we can. We will use reasonable endeavours to respond within that time but, for the avoidance of doubt, this is a target and not a guarantee, and a failure to reply within 2 working days does not, of itself, amount to a breach of these Terms.
9.1 Each of us is an independent controller of the personal data that we hold, and each of us is responsible for following data protection law, including the UK GDPR and the Data Protection Act 2018. We do not act as each other's processor for debtor contact data. You must not send us any special category data, and you must tell us promptly if you become aware of any data protection concern affecting data you have shared with us.
9.2 The Data Sharing Agreement forms part of these Terms. It sets out how you share debtor contact data with us, what you confirm about your right to do so, how long we keep the data, and what each of us must do in the event of a breach or a request from an individual. In the event of conflict on a data protection matter, the Data Sharing Agreement prevails. Our Privacy Notice explains how we use personal data.
10.1 This agreement starts when you click to sign under clause 13.1 and runs until either of us ends it in accordance with this clause 10. Ending this agreement does not affect any right, remedy, obligation or liability of either of us that has accrued up to the date on which it ends, including the right to receive any fee that is already due.
10.2 You may end this agreement at any time by emailing [email protected], and no reason is needed. We stop contacting debtors within 2 working days of receiving your email. Messages that have already been sent before we receive it cannot be recalled, and subject to clauses 4.5 and 4.6 you remain liable for fees on payments that are traceable to our contact.
10.3 We may end this agreement by giving you 14 days' written notice, or immediately by written notice if you break clause 3, if we reasonably think a debt is disputed or not valid, or if the law changes so that we cannot lawfully continue to provide the service. We will explain our reasons in writing, and we will stop contact with the affected debtors from the date of our notice.
10.4 When this agreement ends: (a) fees on money received before the end date, and on payments covered by 4.5, stay payable; (b) we stop all contact, and give you a full record of what we sent and received; (c) we delete or return your data in line with the Data Sharing Agreement. The clauses of these Terms that by their nature are intended to survive, including clauses 4, 6, 9, 11, 12 and 13, continue in force after this agreement ends.
11.1 We will use reasonable skill and care in providing the service. We cannot guarantee that any debt will be recovered, or recovered by any date, and we give no promise as to the outcome of any message or negotiation. All warranties, conditions and terms not expressly set out in these Terms are excluded to the fullest extent permitted by law.
11.2 We are not responsible for losses caused by wrong information you give us, by your failure to comply with clause 3, or by any act or omission of a debtor or a third party outside our reasonable control. You are responsible for the accuracy and completeness of the invoices, contact details and instructions that you provide to us.
11.3 Nothing in these Terms limits or excludes liability that cannot be limited or excluded by law, including liability for death or personal injury caused by negligence, and liability for fraud or fraudulent misrepresentation.
11.4 Subject to clause 11.3, our total liability to you under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the fees we received from you for the claim in question in the 12 months before the event that gave rise to the liability. To the fullest extent permitted by law, we are not liable for loss of profit or indirect loss.
12.1 If you are unhappy with any aspect of our service, please email [email protected]. Our Complaints Procedure (on duepaid.co.uk) says what happens next and when. We take every complaint seriously, we will look into it fairly and impartially, and we will keep a written record of the complaint and of what we do about it.
12.2 We will acknowledge your complaint within 2 working days and send our final reply within 15 working days. If we cannot give a final reply within that time, we will write to explain why and tell you when you can expect it. Making a complaint does not affect your legal rights, and it does not prevent you from ending this agreement under clause 10.2.
13.1 You agree to these Terms by clicking to sign online. We keep a record of your name, the time, your IP address and the version you accepted. You confirm that the person who clicks has authority to bind the Client, and that your electronic acceptance is as binding as a signed paper agreement. We will email you a copy of the accepted Terms.
13.2 We may change these Terms by giving you 30 days' written notice. If you do not accept the change, you may end the agreement under clause 10.2 before the change takes effect. Subject to that, no variation of these Terms is effective unless it is in writing and agreed by us, and the change applies only to debts that are accepted after the date it takes effect, unless the change is required by law.
13.3 These Terms, the client schedule and the Data Sharing Agreement are the whole agreement between us and supersede all earlier discussions, representations and understandings relating to their subject matter. Each of us confirms that it has not relied on any statement that is not set out in them. Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.
13.4 Neither of us may assign, transfer, subcontract or otherwise deal with this agreement, or any right or obligation under it, without the other's written consent, which must not be unreasonably withheld or delayed, except that we may transfer it to DuePaid Ltd (when formed) on written notice to you. We may use suppliers to help provide the service, and we remain responsible for them as set out in the Data Sharing Agreement.
13.5 This agreement and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.
14.1 In these Terms: "Accepted Debt" means a debt that we have agreed to chase for you under clause 2; "Data Sharing Agreement" means the agreement of that name between us, a copy of which forms part of these Terms; "Fee Percentage" has the meaning given in clause 4.1; "1998 Act" has the meaning given in clause 5.1; and "working day" means a day other than a Saturday, a Sunday or a public holiday in England.
14.2 In these Terms, unless the context requires otherwise: a reference to a clause is to a clause of these Terms; headings are for convenience only and do not affect interpretation; "including" and similar words do not limit the words that come before them; a reference to legislation is to that legislation as amended or re-enacted from time to time; and "writing" includes email but not any other electronic message.
15.1 Any notice under these Terms must be in writing. A notice to us must be sent by email to [email protected] or by post to the address shown on our Contact and legal details page. A notice to you must be sent by email to the address given in the sign-up form or by post to the business address given in it. Each of us must tell the other promptly of any change to these details.
15.2 A notice sent by email is deemed received at the time of sending if that is on a working day between 08:00 and 18:00 UK time, and otherwise at 08:00 on the next working day, provided that the sender has not received a delivery failure message. A notice sent by first-class post is deemed received on the second working day after posting. This clause does not apply to the service of proceedings.
16.1 Neither of us is in breach of this agreement, or liable for any delay or failure in performing it, to the extent that the delay or failure is caused by an event or circumstance beyond that party's reasonable control, including fire, flood, severe weather, epidemic, war, terrorism, strikes, failure of public utilities or telecommunications networks, or failure of a third-party hosting or email provider. The affected party must notify the other promptly and use reasonable endeavours to limit the effect.
16.2 If an event under clause 16.1 continues for more than 30 days, either of us may end this agreement by written notice to the other, and clause 10.4 will apply. For the avoidance of doubt, this clause does not excuse any obligation to pay a fee that has already fallen due, and it does not excuse any breach of the Data Sharing Agreement.
If any provision of these Terms is or becomes invalid, illegal or unenforceable under the law of any jurisdiction, it will be treated as modified to the minimum extent necessary to make it valid, legal and enforceable, or, if that is not possible, as deleted. Any such modification or deletion does not affect the validity or enforceability of the rest of these Terms, which continue in full force and effect, and nor does it affect the validity of that provision in any other jurisdiction.
18.1 A failure or delay by either of us in exercising a right or remedy under this agreement or by law is not a waiver of that right or remedy, and it does not prevent or restrict its later exercise. A single or partial exercise of a right or remedy does not prevent or restrict any further exercise of it or of any other right or remedy.
18.2 A waiver is effective only if it is given in writing and expressly states that it is a waiver. Unless these Terms say otherwise, the rights and remedies in this agreement are in addition to, and not in substitution for, any rights and remedies provided by law.
A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any of its terms. For the avoidance of doubt, this includes any debtor, any employee or officer of either party and any supplier we use. The rights of the parties to end or vary this agreement under its terms do not require the consent of any third party.
20.1 This agreement may be entered into in any number of counterparts, and each counterpart is an original, but all counterparts together make one agreement. It is not necessary for the parties to sign the same document, and it is sufficient that each of us has accepted the same version of these Terms.
20.2 Each of us agrees that acceptance of these Terms by clicking to sign online, in the manner described in clause 13.1, is an electronic signature, that it is legally binding, and that it has the same effect as a handwritten signature. Neither of us will argue that this agreement is invalid or unenforceable only because it was made, signed or kept in electronic form.