1. About these terms
These Terms and Conditions (“Terms”) govern access to and use of the Valla CIS platform (the “Platform”), provided by Valla CIS Limited, registered in England and Wales, company number 17216592, registered office Neville House, 66 High Street, Henley-in-Arden, England, B95 5BX (“Valla”, “we”, “us”).
By registering for or using the Platform, you and the business you act for (“you”, “Customer”) agree to these Terms. If you are agreeing for a business, you confirm you have authority to bind it.
These Terms, together with our Privacy Policy, our Data Processing Agreement, the plan or Order you subscribe to, and the price list we provide, form the whole agreement between us. Where they conflict, the order of precedence is: a signed Order, then these Terms, then the Data Processing Agreement, then the Privacy Policy.
2. Who the Platform is for
The Platform is for businesses in the UK construction sector and their advisers, in three roles:
- Subcontractors, often sole traders, using Solo;
- Contractors, using Hub;
- Accountants and bookkeepers, acting for client businesses that have granted them access.
Roles are capabilities on your business record, and one business may hold more than one.
Business use only. By registering you confirm you are acting for purposes related to your trade, business or profession. The Platform is not offered to consumers, and we do not market it to them. If, despite this, you are in law acting as a consumer, nothing in these Terms removes or limits any statutory right you have that cannot lawfully be excluded, including under the Consumer Rights Act 2015.
You must be 16 or over to hold an account.
3. What the Platform does — and does not do
The Platform helps you: onboard and verify subcontractors; create and manage invoices with automatic calculation of CIS deductions and VAT or domestic reverse charge treatment; maintain a shared ledger and subcontractor statements; keep records in a form suitable for Making Tax Digital; prepare CIS and VAT information; match payments; and run weekly payment workflows.
What it is not. Valla is a software provider. We are not accountants, tax advisers, solicitors, immigration advisers or auditors, and using the Platform is not a substitute for professional advice. We do not audit your documents, inspect your sites, or supervise your workforce.
Features not yet available. Direct submission of quarterly Income Tax Self Assessment updates to HMRC is not part of the Platform at this version; Solo keeps records in an MTD-ready form only. We will tell you before that changes.
4. Regulatory status
Valla is not a bank. We do not take deposits, we do not hold or route your money, and we do not issue electronic money. Money moves directly from your own bank account to your subcontractor’s.
Payments to subcontractors. Where you use the Platform to pay a subcontractor, we may send a payment instruction to your bank on your behalf. You approve the payment at your own bank; the funds never pass through us. This is a regulated activity under the Payment Services Regulations 2017, provided through Finexer Ltd with Valla acting as its agent (see below).
We are not your tax agent. We never pay HMRC on your behalf. We calculate what is due and show it to you, but the CIS payment to HMRC is yours to make. Nothing in the Platform changes who owes that money or who is responsible for paying it on time.
The bank connection. The Platform can connect to your business bank account to import statement data on a read-only basis, so that payments can be matched to invoices automatically. Providing that information to you is an account information service, a regulated activity under the Payment Services Regulations 2017. It is delivered through Finexer Ltd, which is authorised by the Financial Conduct Authority as an authorised payment institution under the Payment Services Regulations 2017 (firm reference 925695), with Valla acting as its agent. You can check both entries on the FCA register at register.fca.org.uk.
What the connection can and cannot do. It is read-only. It cannot move money, make a payment, or change anything at your bank. You approve it directly with your bank, we never receive your banking credentials, your approval lasts 90 days before you are asked to renew it, and you can withdraw it at any time.
Connecting an account is optional. The Platform works without it, and you can record payments manually instead.
We do not give financial, investment, credit or tax advice.
5. Your account and security
You must give accurate registration details, keep your credentials secure, and use the multi-factor authentication that we require on every account. You are responsible for activity under your account.
Where an accountancy firm accesses your data, it does so only under an explicit grant that you control and can revoke at any time. Tell us promptly at security@vallacis.co.uk if you suspect unauthorised access.
6. Onboarding, right to work, and who is responsible
This section matters more than any other in these Terms. Please read it.
6.1 How onboarding works
Before a subcontractor can invoice a contractor through the Platform, four steps must be completed for that engagement, in this order, and none can be skipped:
- HMRC verification — establishing the CIS deduction rate;
- Right to work — an identity and right-to-work check through our certified provider;
- Employment-status questionnaire — completed by the subcontractor;
- Contract — signed by both parties.
A subcontractor who has not completed all four for a given contractor cannot issue invoices to that contractor through the Platform. Where a subcontractor invoices a business that is not connected to it on the Platform, these steps do not apply and responsibility for that engagement rests entirely with the parties to it.
6.2 Right to work — the statutory duty stays with you
Valla provides software, not legal, immigration or tax advice. The statutory duty to prevent illegal working, and the statutory excuse that protects you against a civil penalty, remain with the business that engages the worker.
You should understand the following:
- From 1 October 2026, the illegal working regime extends beyond employees to subcontractors, agency workers, casual and zero-hours workers, and gig and platform workers. Civil penalties can reach £60,000 per worker, and liability can extend along a contractual chain.
- The Platform gives you a tool to obtain and retain right-to-work evidence through a certified identity service provider. It does not and cannot make the check for you, guarantee its result, or establish a statutory excuse on your behalf.
- A right-to-work check must be completed before the worker begins work. The Platform is built to run the check at onboarding, before contract signature and before invoicing. If you engage a worker outside the Platform, or allow work to start before onboarding is complete, no statutory excuse arises, and that is outside our control.
- We do not control or observe physical site access. Whether you allow a person onto a site is your decision and your responsibility. The Platform cannot detect it.
- We pass through the result our identity provider returns. We do not warrant that any check result is correct, that any document is genuine, or that any check establishes a statutory excuse in your particular circumstances.
You are responsible for satisfying yourself that your process meets Home Office requirements, and for taking your own advice where you are unsure.
6.3 Employment status
The Platform provides a questionnaire that a subcontractor completes. The determination of employment status is made by the contractor, not by Valla and not by the questionnaire. The questionnaire is evidence for the contractor to consider. The contractor is responsible for the determination it reaches and for the consequences of it.
6.4 Sites and VAT treatment
Where a contractor records a site or project on the Platform, the contractor enters the VAT treatment for that site and is responsible for its correctness. Invoices raised by a connected subcontractor are adjusted automatically to the treatment the contractor has set. We do not verify it.
7. CIS, VAT and your tax position
The Platform calculates CIS deductions and VAT or domestic reverse charge treatment from information you and your counterparties provide. You agree that:
- You are responsible for the accuracy and completeness of the facts you declare — including the labour and materials split, VAT registration status, the nature of the work, and subcontractor status.
- The deduction rate we apply is the rate HMRC returns on verification, or the statutory higher rate where no verification exists.
- We take the materials figure as the subcontractor declares it and we do not audit receipts. The Platform helps you record and evidence what you were told; it does not prove it was true.
- Where a fact that would change the outcome is missing, the Platform routes the item to a person rather than guessing, and you are responsible for resolving it.
- You remain responsible for your obligations to HMRC, including the correctness and timeliness of returns, deductions and payments.
- Tax rules change. We maintain versioned rules with effective dates so historic transactions keep the treatment in force at the time. We do not warrant that any calculation, classification or filing is correct for your circumstances, and you should take professional advice where you need it.
Where the Platform flags a possible issue for your attention, that is a prompt for you to consider, not a determination, and not advice.
9. AI-assisted features
Some features use AI to read and classify invoice and transaction data. In every case: the AI supplies facts and does not make the decision; its output is validated against a fixed schema and a separate, inspectable rules engine produces the result; and the Platform works with AI disabled. You are responsible for reviewing AI-assisted suggestions before relying on them. We do not use your data to train AI models.
10. Electronic signature
The Platform lets a contractor and a subcontractor execute agreements electronically.
- When a contractor issues an invitation, it makes a signed offer on the terms in the document. When the subcontractor signs, that accepts the offer and the agreement is formed. By configuring and sending the invitation, the contractor authorises its signature to be applied.
- Valla is not a party to any agreement executed on the Platform. We provide the means of execution and the audit trail.
- We retain, for each executed document, the document itself, a cryptographic hash of it, a trusted timestamp, and a record of who signed, when, and from where.
- You are responsible for the content of the documents you issue, and for ensuring the signatory has authority.
11. Third-party services
The Platform connects to services you choose to enable — HMRC, our identity provider, e-signature, billing and email. Except where we have said otherwise, those services are provided by the third party under its own terms and, where relevant, its own regulatory permissions. We are not responsible for third-party services, their availability, or their acts and omissions, except as the law requires.
12. Fees, billing and app stores
Fees are set out in the plan you choose and in the price list we provide. Unless we say otherwise, fees are exclusive of VAT, which we add at the applicable rate. Subscriptions renew automatically for the same period until cancelled.
12.1 Where you buy matters
- On the web, we bill you through our payment processor, Stripe. We issue a VAT invoice in your business name.
- Inside our iOS app, purchases are made through Apple’s in-app purchase system. Apple is the merchant. Apple takes the payment, applies its own terms, and handles cancellations and refunds through your Apple account — we cannot process a refund for an in-app purchase.
- Prices differ between the two. Prices for in-app purchases are set separately and are typically higher, to reflect the commission the app store charges. The current prices for each are shown at the point of purchase.
- In-app purchases produce an Apple receipt, not a VAT invoice from us. That receipt is issued in the name on the Apple account, which may be a personal name rather than your trading name, and it will not be a valid VAT invoice. If you need a VAT invoice, subscribe on the web.
12.2 Trials, renewal and changes
- Where we offer a trial, the trial period and what happens at the end of it are stated at sign-up. Where a plan reverts to a free tier at the end of a trial, you will not be charged and reduced functionality will apply.
- We may change fees on 30 days’ notice, taking effect at your next renewal. If you do not accept a change you may cancel before it takes effect.
- Fees already paid are non-refundable except where the law requires or these Terms expressly say so. For in-app purchases, Apple’s refund policy applies instead.
- If you do not pay, we may suspend access after giving you notice and a reasonable opportunity to pay.
13. Acceptable use
You agree not to: use the Platform unlawfully, or to facilitate tax evasion, illegal working or fraud; submit data you have no right to submit; attempt to breach security or access another customer’s data; scrape, reverse-engineer or overload the Platform; or resell it without our permission. We may suspend access for material or repeated breach, or where the law requires.
14. Intellectual property and your data
We and our licensors own all intellectual property in the Platform. We grant you a non-exclusive, non-transferable, revocable licence to use it for your internal business purposes during your subscription.
You own the data you put into the Platform. You grant us the licence we need to operate the Platform and provide the services, including the shared-record and AI-assisted processing described above. We may use aggregated data that does not identify you or any individual to improve the Platform. We do not use your data to train AI models and we do not sell it.
15. Availability, support and changes
We aim to keep the Platform available and to provide support by email during UK business hours. We do not commit to a specific uptime level under these Terms; any service level applies only if stated in a signed Order. We may modify, add or remove features and perform maintenance, and will give reasonable notice of materially adverse changes where we can.
16. Term, suspension, termination and your data on exit
The agreement runs for your subscription term and renews under section 12 until terminated. Either party may terminate for material breach that is not remedied within 30 days of notice. We may suspend or terminate for non-payment, unlawful use, or where the law requires. On termination your licence ends and access ceases.
Getting your data out. You may export your data at any time while your subscription is active, and for 30 days after it ends, in CSV and PDF format, at no charge. We recommend you export before you cancel.
What we keep. After termination we will delete or return your data within 90 days, except:
- records we must retain by law, including tax records, for the periods in section 11 of the Privacy Policy;
- right-to-work evidence, for the retention period the Home Office requires;
- entries in our append-only ledger and audit trail, which by design cannot be edited or deleted; and
- shared records, which your counterparty retains its own access to for its own tax records.
We are not able to promise deletion that our records are built to prevent. Section 11 of the Privacy Policy explains this and the legal basis for it.
17. Warranties and disclaimers
We will provide the Platform with reasonable skill and care.
Except as expressly stated in these Terms, and except for anything the law does not allow us to exclude, the Platform is provided “as is”. We do not warrant that it will be error-free or uninterrupted, or that any classification, calculation, check result or filing is correct or suitable for your particular circumstances. You are responsible for reviewing outputs and for your own tax, immigration and legal compliance.
18. Liability
Nothing in these Terms limits liability that cannot be limited by law, including death or personal injury caused by negligence, fraud or fraudulent misrepresentation, and any statutory rights that cannot be excluded.
Subject to that:
We are not liable for your tax position, deductions, returns, penalties or interest; the accuracy of facts you or your counterparty declare; a civil penalty or other liability arising from illegal working, including where a check was not completed before work began or where you granted site access; the acts, omissions or availability of third-party services; or for indirect or consequential loss, loss of profit, revenue, goodwill or anticipated savings.
We are liable, subject to the cap below, for loss caused by our breach of these Terms or our negligence, including our failure to keep your data secure in accordance with section 14 of the Privacy Policy.
Cap. Any aggregate limit on our liability is set out in the Order or plan you subscribe to.
19. Indemnity
You will indemnify us against claims arising from your unlawful use of the Platform, your breach of these Terms, or your infringement of a third party’s rights. This does not apply to the extent the claim arises from our own breach or negligence.
20. Confidentiality
Each party will keep the other’s confidential information confidential and use it only for this agreement. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law — or to the shared records described in section 8.
21. Changes to these Terms
We may update these Terms. For material changes we will give at least 30 days’ notice by email or in the Platform, and continued use after the effective date means you accept them. If you do not accept a material change you may terminate before it takes effect and we will refund any fees you have paid for the unused part of your term.
22. General
- Assignment. You may not assign without our consent. We may assign to a group company or to a successor of our business.
- Force majeure. Neither party is liable for failure caused by events beyond its reasonable control.
- No partnership or agency is created by these Terms.
- Third parties. Except as stated in the Schedule, no one other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999.
- Entire agreement. These Terms are the entire agreement between us and replace anything said or written before, except that nothing excludes liability for fraudulent misrepresentation.
- Severance and waiver. If any provision is unenforceable the rest continues. Not enforcing a right is not a waiver of it.
- Governing law. These Terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. If you are in Scotland or Northern Ireland and are in law a consumer, you may also bring proceedings in your home jurisdiction.
23. How to contact us
- Support: support@vallacis.co.uk
- Legal notices: legal@vallacis.co.uk, or Legal, Valla CIS Limited, Neville House, 66 High Street, Henley-in-Arden, England, B95 5BX
- Privacy and data protection: privacy@vallacis.co.uk
Schedule — Additional terms for app store downloads
These terms apply where you obtain our app from the Apple App Store. They are required by Apple, and Apple’s own terms will also apply to you.
- These Terms are between you and Valla only, not with Apple. Valla, not Apple, is solely responsible for the app and its content.
- Apple has no obligation to provide any maintenance or support for the app.
- If the app fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price. To the maximum extent permitted by law, Apple has no other warranty obligation in respect of the app, and any other claims, losses, liabilities, damages, costs or expenses attributable to a failure to conform to a warranty are Valla’s responsibility.
- Valla, not Apple, is responsible for addressing any claim by you or a third party relating to the app or your use of it, including product liability claims, any claim that the app fails to conform to a legal or regulatory requirement, and claims arising under consumer protection or similar legislation.
- Valla, not Apple, is responsible for the investigation, defence, settlement and discharge of any third-party claim that the app or your use of it infringes that third party’s intellectual property rights.
- You represent that you are not located in a country subject to a US Government embargo or designated as a “terrorist supporting” country, and that you are not on any US Government list of prohibited or restricted parties.
- Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms and, on your acceptance, Apple has the right — and is deemed to have accepted the right — to enforce these Terms against you as a third-party beneficiary.
- You must comply with any applicable third-party terms of agreement when using the app.
Where you obtain our app from Google Play, Google’s terms apply to your download in addition to these Terms, and paragraph 1 applies equally with “Google” substituted for “Apple”.
Version 1.0 · Effective 7 September 2026 · Valla CIS Limited
Last updated 7 September 2026.