Terms and Conditions of Use

Terms and Conditions for Use of Online Accounting Service

Please read these terms and conditions carefully, they contain important information about your rights and obligations when using the Online Service. You can print out these terms and conditions by clicking on the print icon on your browser.

1.         Introduction

1.1       Please read these terms and conditions carefully before using the online accountancy and book-keeping service (the ‘Online Service’) operated by Clever Accounts Limited 

1.2       In particular, We draw your attention to clauses 3 (Conditions of access to the Online Service),  4 (Access and Security), 5 (Availability of Online Materials) and 10 (Liability).

1.3       If You do not wish to be bound by these terms and conditions then You may not use the Online Service, and You must immediately notify us.

2.         Definitions

2.1       In these terms and conditions the following words and phrases shall have the following meanings, unless the context otherwise requires:

“CA”                                                   means Clever Accounts Limited;

“Monthly Fee”                                   means the fee paid by You to have access to the Online Service for a calendar month;

"Online Service"                                means the online accountancy and bookkeeping service including the Software provided by Us;

“Software”                                        means the accountancy and bookkeeping software owned by CA which forms part of the Online Service;

“Us”                                                   means CA and ‘We’ or ‘Our’ shall be interpreted accordingly;

"You"                                                  means the business that is given access to use the Online Service

“Your Accountant”                          means the accountant who is providing the Online Service to You via the Accountant’s Website;

“Your Accounting Records”           means the accounting records created by You through inputting Your Bookkeeping Data into the Online Service;

“Your Bookkeeping Data”               means your bookkeeping data and information which is inputted by You during use of the Online Service.

3.         Conditions of access to the Online Service

3.1       Subject to payment of the Monthly Fee by You and in consideration of receipt of the Monthly Fee by CA, We grant You a non-exclusive, non-transferable licence to use the Online Service for one (1) month.  This licence to use the Online Service is granted on these Terms and Conditions

3.2       We warrant that:

            (a)        We have a right to license the Online Service to You; and

            (b)        We will provide the Online Service with reasonable skill and care.

3.3     In relation to the Online Service You may:

            (a)        input Your Bookkeeping Data into the Online Service;

            (b)        use the Software to make calculations;
           
            (c)        store Your Accounting Records in the Online Service;

            (d)        download Your Accounting Records and Your Bookkeeping Data for your records; and

            (e)        only use the Online Service for the purposes of keeping accounting records for your business.

3.4       In relation to the Online Service You may not:

            (a)        download and store electronically, reproduce, transmit, display, copy, distribute or use the Software or any materials contained in the Online Service except that downloading and storing Your Accounting Records is permitted;

            (b)        sub-license, rent, lease, transfer or attempt to assign the rights in the Online Service or the Software to any other person and any dealing in contravention of this clause 3.4 (b) shall be ineffective;

            (c)        make the Online Service available on a network;

            (d)        use the Online Service or the Software except as permitted by these terms and conditions;

            (e)        allow any other person to use the Online Service other than in accordance with these terms and conditions;

            (f)         input or upload any data or content into the Online Service which is defamatory, obscene, indecent, lewd, pornographic, violent, abusive, insulting, threatening or harassing;

            (g)        use over sized fonts, JavaScript, tables, headings or other advanced HTML commands;

            (h)        upload any files that contain viruses, Trojan horses, worms, time bombs, corrupted files or any other similar software or programs that may damage the operation of the Online Service or another’s computer or property of another; or

            (i)         input any third party copyright material.

3.5       If We reasonably consider that You are using the Online Service in breach of sub-clauses 3.4 (f) to (i) We reserve the right to remove any infringing data file, content or material from the Online Service and We shall have no liability to You for any error or inconsistency in Your Accounting Records or any loss of data.

3.6       The Online Service is controlled and operated by Us from Our offices in the UK. We have used Our best endeavours to ensure that the Online Service complies with UK laws. However, the Online Service is not appropriate or available for use in locations outside the UK.

3.7       Our obligations under these terms and conditions are to provide the Online Service to You.  You acknowledge and agree that We are not providing accountancy services or advice to You and that You will seek advice on your accounts, taxation and all other financial matters from Your Accountant.

4.         Access and Security  

4.1       In order to access the Online Service You will be issued by CA with a unique password and user ID. You are responsible for the security and proper use of such user ID and password (including changing passwords on a regular basis) and You must take all necessary steps to ensure that Your user ID and password are kept confidential, secure, used properly and not disclosed to unauthorised persons. 
4.2       You must immediately inform CA if there is any reason to believe that your user ID or password has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way.
4.3       We reserve the right to suspend or terminate Your access to the Online Service if at any time CA considers that there has been, is or is likely to be a breach of security or a breach of any of these terms.
4.4       CA reserves the right (at CA’s sole discretion) to require You to change Your password.  If You fail to do so We shall be entitled to suspend or terminate your access to the Online Service.
4.5       Where any information published in the Online Service is supplied by third parties, You understand and accept that CA does not control or endorse the content in any way. All information which is offered by third parties, is published in good faith but CA does not (to the extent permitted by applicable law) accept responsibility for the accuracy or otherwise of such information and the use of such information.
4.6       The Online Service must not be used fraudulently or in connection with a criminal offence or giving rise to any civil liability.

5.         Availability of the Online Service

5.1       CA will try to make the Online Service available but cannot guarantee that the Online Service will operate continuously or without interruptions or be error free and can accept no liability for its unavailability.
5.2       Occasionally CA may:-
            (a)        for operational reasons change the technical specification of the Online Service; or
            (b)        temporarily suspend the Online Service for operational reasons such as repair, maintenance or improvement of the Online Service or because of an emergency, but before doing so CA will use its best endeavours to give as much notice as is reasonably practicable by email to [You/Your Accountant]. CA will restore the Online Service as soon as it reasonably can after temporary suspension.
5.3       CA reserves the right to:
            (a)        vary the Online Service from time to time by adding, removing or modifying such parts of the Online Service as CA think fit and CA do not guarantee or warrant that any particular item or items comprising the Online Service will be available at any time; and
            (b)        make changes or corrections, alter, suspend or discontinue any aspect of the Online Service.
5.4       If You have any technical problems with the Online Service or require any technical support then You must contact us and will provide You with support and assistance. 

6.         Information You provide

6.1       The following applies to any information that You provide to Us

            (a)        You authorise Us to use, store or otherwise process any personal information which relates to and/or identifies You, including, but not limited to, your name, company or business name, email address and postal address (‘the Personal Information’), to the extent reasonably necessary for the provision of the Online Services by Us, Your Accountant, Our partner, successors (including the purchaser of the whole or part of our business), associates, sub-contractors or other third parties.

            (b)        You must ensure that the Personal Information You provide to Us and Your Accountant is accurate and complete and that all registration details (where applicable) contain your correct name, address, e-mail address and other requested details. For more information about how We deal with your Personal Information, please read Our privacy policy.

6.2       By accepting these terms and conditions, You agree to the processing and disclosure of the Personal Information for the purpose of providing the Online Service. If You would like to review or modify any part of your Personal Information then You should contact Us at the address [or e-mail address] set out in clause 13.1.

7.         Our Confidentiality Obligations

7.1       We will keep in confidence Your Accounting Records and Your Bookkeeping Data and will not disclose that information to any person other than Your Accountant without your written consent.
7.2       Clause 7.1 will not apply to:
            (a)        any information which has been published other than through a breach of this Agreement; and
            (b)        information which We are required to disclose by HM Revenue & Customs, a court of competent jurisdiction, any government body or applicable regulatory authority or any other person or bodies having a right, duty or obligation to request such information and then only in pursuance of such right, duty or obligation.
7.3       This clause 7 will remain in effect not withstanding termination of this Agreement.

8.         Copyright

8.1       The contents of the Online Service and the Software are protected by international copyright laws and other intellectual property rights. We are the owner of these rights, with Our affiliates or other third party licensors. All product and company names and logos contained within the Online Service are the trade marks, service marks or trading names of their respective owners, including CA.

9.    Linked websites

We make no representations whatsoever about any other websites which You may access through the Online Service. When You access any other website You understand that it is independent from CA and that We have no control over the content or availability of that website. In addition, a link to any other website does not mean that We endorse or accept any responsibility for the content, or the use of, such a website and we shall be liable for any loss or damage caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any other web or resource. Any concerns regarding any external link should be directed to its website administrator or web master.

10.       Limitation of liability

10.1     Except as set out in clause 3.2, CA exclude all express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to the Online Service or the Software. CA will do its best to ensure that all information and content in the Online Service are accurate and the Software operates correctly, but please note that all Software, content and information contained in the Online Service are provided on an ‘as is’ basis and You assume total responsibility and risk for your use of the Software and the Online Service.
10.2     CA accepts no liability for any indirect or consequential loss or damage suffered by You, including but not limited to, direct or indirect loss of [data], profit, revenue or business, however caused, even if foreseeable.
10.3     In circumstances where You suffer loss or damage arising out of or in connection with your use or performance of the Online Service, CA accepts no liability for this loss or damage (except where CA has been negligent) whether due to inaccuracy, error, omission or any other cause and whether on the part of CA or its employees, sub-contractors, agents or any other person or entity.
10.4     If CA are liable to You for any reason CA’s maximum liability to You under these terms and conditions or otherwise for any cause whatsoever will be for direct costs and damages only and will be limited to:
 (a)       Up to 12 months access fee’s for one event or series of connected events; and
            (b)        Up to 12 months access fee’s for all events occurring during any twelve month period.
10.5     The limit set out in clause 10.4 does not apply to any liability CA may have for death or personal injury resulting from its negligence or for fraudulent misrepresentation.
10.6     You also understand that CA cannot and does not guarantee or warrant that the Software, Your Accounting Records or any data which is made available through the Online Service will be error free, free from infection, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.

11.       Termination 

11.1     We may terminate your right to access the Online Service immediately on written notice to You if You:
            (a)        commit a material breach of these terms and conditions, which is capable of remedy, and You fail to remedy the breach within a reasonable time of a written notice to do so; or
            (b)        commit a material breach of this Agreement which cannot be remedied; or
            (c)        are repeatedly in breach of this Agreement; or
            (d)        are the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of your creditors, or if You go into voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over your assets.
11.2     On termination or expiry of this Agreement Your right to use the Online Service shall cease and You shall not be permitted to input Your Bookkeeping Data from the date of termination.  However, We shall allow You to view Your Accounting Records and have access to the Online Service to download Your Accounting Records for a period of 3 months after termination. The licence to use the Online Services granted in clause 3.1 shall terminate at the end of such 3 month period.
11.3     Termination of your access to the Online Service shall be without prejudice to the rights of the parties accrued before termination.  

12.       General

12.1     We may, but You may not, assign any rights and/or transfer, sub-contract or delegate any obligations under these terms and conditions, and/or charge or deal in any other manner with these terms and conditions or any of Our respective rights or obligations. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of this clause 12.1 shall be ineffective. These terms and conditions are personal to You and are entered into by You for Your own benefit and not for the benefit of any third party.

12.2     We may alter these terms and conditions from time to time and post the new version on Our website, following which all use of the Online Service will be governed by that version.

12.3     These terms and conditions together with the privacy policy are the whole agreement between You and CA. You acknowledge that You have not entered into this agreement in reliance upon any statement, warranty or representation made by CA or any other person and You irrevocably and unconditionally waive any rights to claim damages and/or to rescind these terms and conditions by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in the terms and conditions or the privacy policy.

12.4     If any provision or term of these terms and conditions shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.

12.5     These terms and conditions and your use of the Online Service are governed by English law and You submit to the non-exclusive jurisdiction of the English court.

12.6     Except in respect of a payment obligation, neither You nor CA will be held liable for any failure to perform any obligation to the other due to causes beyond your or CA’s respective reasonable control.

12.7     Failure or delay by either party in enforcing an obligation or exercising a right under these terms and conditions does not constitute a waiver of that right or remedy.

12.8     These terms and conditions do not confer any rights on any person or party (other than you and/or us) pursuant to the Contracts (Rights of Third Parties) Act 1999.

13.       Communications

13.1     If You wish to contact CA with regard to these terms and conditions CA’s contact details are as follows:-
            Clever Accounts Limited
            3 Maple House, Northminster Business Park, Upper Poppleton, York, YO26 6QU
            E-mail: info@cleveraccounts.co.uk
13.2     All communications to CA in relation to this Agreement must be in writing sent by post to the address set out in clause 13.1 or by email to the address set out in clause 13.1. CA will contact You at the address or email address which You provided to Us as part of the online registration process.
13.3     All communications sent by post will be deemed to be received 48 hours after posting and all communications sent by email will be deemed to be received at the time of transmission providing that a telephone call is made warning the recipient that an email message has been sent to him and a hard copy of such notice is also sent by first class recorded delivery post on the same day as that on which the email is sent.

14.    Replacement

These terms and conditions replace all other terms and conditions previously applicable to the provision of the Online Service.