Terms of service

1. Definitions

"Ubique" means Ubique Group Limited (company number 12348871) and, where services are delivered by a Ubique subsidiary in another country, that subsidiary. "Client" or "you" means the company named on the order form. "Team member" means an individual employed by Ubique or a local partner on your behalf. "Contractor" means an independent contractor you engage and pay through the platform. "Platform" means the software at ubiquehq.co.uk and its API. "Fees" means Ubique's charges as set out on the pricing page or your order form, excluding salary, employer contributions, benefits premiums and expenses.

2. The services

1. Employer of Record (EOR). Ubique or a vetted local partner becomes the legal employer of a team member in their country, on a locally compliant contract, and handles payroll, tax withholding, social contributions, mandatory benefits, leave and termination in accordance with local law. You direct the team member's day-to-day work and remain responsible for their safety, conduct and performance management as far as the law allows.
2. Contractor Management. The platform generates contractor agreements, pays contractors in 200 countries and 100 currencies, and scores misclassification risk. Ubique Shield, where included, indemnifies you against reclassification claims on the terms in clause 9. Ubique is not the contractor's employer and does not direct their work.
3. Global Payroll. Ubique processes payroll for employees of your own entities, including variables, bonuses and expenses, and provides accounting exports. You remain the employer and are responsible for the accuracy of the data you provide.
4. PEO. In the UK and US, Ubique provides HR, payroll, benefits and compliance administration for your existing entity. You remain the employer.
5. VEO. In Germany and Spain, Ubique registers you as a non-resident foreign employer and administers payroll and compliance under that registration. You are the employer; Ubique is your appointed representative to the authorities.

Ubique tells you, before you place each order, whether the country is one of the 40 we run through our own entities or one served by a partner. Timelines in partner-served countries are longer and are stated in the order form.

3. Fees and invoicing

1. Ubique fees are invoiced monthly in arrears, on the first business day of the month, for the previous month's services. They are stated exclusive of VAT and any applicable local taxes.
2. Salary funding (salaries, employer contributions, benefits premiums, approved expenses and any statutory payments) is invoiced monthly in advance. Ubique issues the funding invoice at least 10 business days before the local payroll date and you must pay it at least 5 business days before that date. Ubique does not run a payroll that has not been funded.
3. Deposits. For EOR services, Ubique may require a deposit equal to one month's salary funding per team member, held in a segregated client account and returned, net of any amounts due, within 30 days of the final payroll.
4. Payment terms for Ubique fees are 14 days from invoice date. Late amounts bear interest at 4% above the Bank of England base rate. Ubique may suspend non-payroll services after 30 days of non-payment on 7 days' written notice. We never suspend a team member's pay because of a client's late fee payment; we recover it from you afterwards.
5. Currency. Fees are invoiced in GBP, EUR or USD as chosen on the order form. Salary funding is invoiced in the client's chosen currency at Ubique's published rate on the invoice date, and the rate used is shown on the invoice.
6. Changes. Ubique may change fees on 60 days' written notice, taking effect at the next renewal. Statutory cost changes (contribution rates, minimum wages) pass through at cost from their effective date.

4. Your obligations

• Provide accurate and complete information about each team member and contractor, including role, salary, start date and working location, and tell us within 5 business days of any change.
• Fund payroll on time, in full, every month.
• Treat team members in accordance with the law of their country and Ubique's policies on working time, leave, equal treatment, health and safety, and harassment. Ubique may decline instructions that would put it in breach of local law.
• Not engage anyone as a contractor whom the Misclassification Risk Check or Ubique's legal team has flagged as high risk without first obtaining Ubique's written acknowledgement.
• Keep login credentials confidential, enable SSO where available, and tell us immediately of any suspected unauthorised access.
• Use the platform only for your own hiring and payroll, not to resell services or to employ people on behalf of third parties.

5. Ubique's obligations

Ubique will provide the services with reasonable skill and care, in accordance with the law of each country, and to the service levels in your order form. Ubique will keep contracts, payslips and statutory filings accurate and on time, maintain the security measures described on the security page, and give you at least 30 days' notice of any change to a subprocessor or local partner that affects your team members. Where Ubique makes a payroll error, Ubique corrects it at its own cost in the next pay cycle, or sooner where the error affects a team member's take-home pay.

6. Term and termination

1. These terms run from the order form date until terminated. Either party may terminate the services, or an individual team member's engagement, on 30 days' written notice.
2. Employee notice periods still apply. Terminating these terms does not end a team member's employment. Each team member's contract and local law set their notice period, severance and any required process. You must fund salary, contributions and any statutory termination payments until the employment lawfully ends, which may be longer than 30 days. Ubique will tell you the cost and timeline before you confirm a termination.
3. Either party may terminate immediately for material breach not remedied within 14 days of notice, insolvency, or if continuing would breach the law.
4. On termination, Ubique will provide employment and payroll records to you or your new provider within 30 days, and will support the transfer of team members to a new employer where local law allows.
5. Clauses on fees owed, liability, confidentiality, data protection and governing law survive termination.

7. Data protection

The parties' roles and obligations for personal data are set out in the Data Processing Agreement, which is incorporated into these terms. In summary, Ubique is a controller for the employment records it must keep by law and a processor for your HR data. Our privacy policy describes how we handle personal data generally.

8. Intellectual property and confidentiality

Ubique owns the platform and all improvements to it. You own your data and grant Ubique a licence to use it to provide the services. Each party keeps the other's confidential information confidential for the term and 5 years after, except where disclosure is required by law. Ubique may use aggregated, anonymised data to improve the services and to publish benchmarks, provided no client or individual is identifiable.

9. Ubique Shield

Where Ubique Shield is included in your Contractor Management subscription, Ubique will indemnify you against fines, back-dated contributions and legal costs arising from a government or court finding that a contractor engaged through the platform should have been an employee, up to £50,000 per contractor and £250,000 per client per year, provided that the contractor was scored low or medium risk at engagement and you followed Ubique's guidance on the contractor's working arrangements. Shield does not cover contractors you engaged before using the platform or claims arising from instructions Ubique advised against in writing.

10. Liability

1. Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, or anything that cannot be limited by law.
2. Ubique is liable without cap for salary and statutory payments it has received from you and failed to pay to a team member, contractor or authority.
3. Subject to the above, each party's total liability under these terms in any 12-month period is limited to the greater of £100,000 and the Ubique fees (excluding salary funding) paid in that period.
4. Neither party is liable for indirect or consequential loss, loss of profit or loss of business, except under the Ubique Shield indemnity in clause 9, which is subject to its own caps.
5. Ubique is not liable for delays caused by a government authority, a bank or a local partner acting outside Ubique's instructions, provided Ubique has used reasonable efforts to mitigate the delay and has kept you informed.

11. General

These terms, the order form and the DPA are the entire agreement. Neither party may assign without consent, except that Ubique may assign to a successor in a merger or sale of the business on notice to you. Notices must be in writing by email to the addresses on the order form. If any clause is unenforceable the rest stands. Ubique may update these terms on 30 days' email notice; continued use after that date is acceptance, and you may terminate without penalty before the change takes effect.

12. Governing law and disputes

These terms are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that Ubique may seek injunctive relief in any jurisdiction to protect the platform or its intellectual property. Before starting proceedings, the parties will attempt to resolve the dispute through senior management discussion for at least 30 days. Nothing in this clause affects the rights of a team member or contractor under the law of their own country.