This Agreement is made on the 01st day of October 2025

Between

EazyCapture Limited

And:

END USER

PARTIES

EazyCapture Limited, a company incorporated in England and Wales with registered number 16768952 and having its registered office at Shaw Mews, 1 Shaw Street, Worcester, England, WR1 3QQ (the “Company” or “we” or “us“);
The individual or entity accepting these terms and conditions by clicking “I Accept” or similar acceptance mechanism (the “User” or “you” or “your“).

BACKGROUND

The Company has developed and operates a software application known as “EazyCapture” which provides data capture and management services to users.
The Company’s software is designed as a tool for data capture and does not provide accounting, tax, legal or financial advice.
The User wishes to obtain a licence to use the Company’s software and related services on the terms and conditions set out in this Agreement.
This Agreement governs the User’s access to and use of the software, including any integrations with third-party platforms such as QuickBooks, Xero, Sage, FreeAgent, Sentry, Zoho, Stripe, AWS, Google and other accounting, payment processing, cloud hosting and business management systems.
The User acknowledges that by clicking “I Accept” or similar acceptance mechanism, they are entering into a legally binding agreement with the Company.

DEFINITIONS
1. Account means the user account created when accessing the Software and Services.
2. Agreement means this End User Licence Agreement including any amendments or modifications made in accordance with its terms.
3. API means application programming interface provided by Third-Party Platforms to enable integration with the Software.
4. Artificial Intelligence or AI means machine learning algorithms and automated processing technologies incorporated into the Software to assist with data analysis and processing.
5. AWS means Amazon Web Services, the cloud computing platform used by the Company to store and process data.
6. Company means EazyCapture Limited.
7. Confidential Information means any proprietary or confidential information disclosed by either party in connection with this Agreement.
8. Data Controller has the meaning given in the GDPR and means the party that determines the purposes and means of processing Personal Data.
9. Data Processor has the meaning given in the GDPR and means the party that processes Personal Data on behalf of the Data Controller.
10. Effective Date means the date on which the User clicks “I Accept” or similar acceptance mechanism.
11. Financial Documents means accounting records, invoices, receipts, transaction data and other financial information processed through the Software.
12. GDPR means the General Data Protection Regulation (EU) 2016/679 and any equivalent or successor legislation in the UK.
13. Intellectual Property Rights means patents, trademarks, service marks, copyrights, database rights, design rights and all other intellectual property rights.
14. Personal Data has the meaning given in the GDPR.
15. QuickBooks means the accounting software platform provided by Intuit Inc. and its affiliates.
16. Security Breach means any unauthorised access to, disclosure of, or loss of Personal Data or other confidential information.
17. Services means the data capture and management services provided by the Company through the Software.
18. Software means the EazyCapture application and related software provided by the Company.
19. Third-Party Platforms means QuickBooks, Xero, Sage, FreeAgent, Sentry, Zoho, Stripe, AWS, Google and other external accounting, financial, payment processing, cloud hosting or business software platforms that may be integrated with the Software.
20. UK/EEA means the United Kingdom and the European Economic Area.
21. User means the individual or entity that has accepted this Agreement and is licensed to use the Software and Services.
GRANT OF LICENCE
1. Subject to the terms and conditions of this Agreement, the Company hereby grants to the User a non-exclusive, non-transferable, revocable licence to access and use the Software and Services during the term of this Agreement.
2. The licence granted under clause 2.1 is limited to the User’s internal business purposes and is subject to any usage restrictions or limitations specified in the User’s Account or as otherwise communicated by the Company.
3. The User shall not, and shall not permit any third party to:
  1. copy, modify, adapt, alter, translate, or create derivative works of the Software;
  2. reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Software;
  3. distribute, sublicense, lease, lend, rent, or otherwise transfer the Software to any third party;
  4. remove, alter, or obscure any proprietary notices, labels, or marks on or in the Software;
  5. use the Software for any unlawful purpose or in breach of any applicable laws or regulations;
  6. use the Software to transmit any viruses, malware, or other harmful code;
  7. attempt to gain unauthorised access to the Software, Services, or related systems.
4. The licence is conditional upon the User’s compliance with all terms of this Agreement, including payment of applicable fees and adherence to the acceptable use provisions.
5. The Company reserves the right to suspend or terminate the User’s licence immediately upon breach of this Agreement or if the User’s use of the Software poses a security risk or violates applicable laws.
6. No rights are granted to the User other than those expressly set out in this clause 2, and all rights not expressly granted are reserved by the Company.
USER OBLIGATIONS AND ACCEPTABLE USE
1. The User shall use the Software and Services in accordance with this Agreement and all applicable laws and regulations, including but not limited to data protection laws and financial regulations.
2. The User is responsible for maintaining the confidentiality and security of their Account credentials and shall not share login details with any third party.
3. The User shall immediately notify the Company of any unauthorised use of their Account or any Security Breach affecting their access to the Software.
4. The User warrants that all data entered into the Software is accurate, complete, and lawfully obtained, and that they have all necessary rights and consents to process such data.
5. The User shall not:
  1. use the Software for any unlawful purpose or in violation of any applicable laws or regulations;
  2. attempt to gain unauthorised access to the Software, Services, or any related systems or networks;
  3. interfere with or disrupt the integrity or performance of the Software or Services;
  4. transmit any viruses, malware, or other harmful code through the Software;
  5. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;
  6. use the Software to store or transmit any content that is illegal, harmful, threatening, abusive, or otherwise objectionable;
  7. exceed any usage limits or restrictions specified by the Company.
6. When using Third-Party Platforms integrations, the User shall comply with the terms and conditions of such platforms and shall not use such integrations in any manner that violates those terms.
7. The User acknowledges that they remain solely responsible for all accounting decisions, tax filings, regulatory compliance, and professional obligations, regardless of any functionality provided by the Software.
8. The User shall maintain appropriate technical and organisational measures to protect any Personal Data accessed through or stored in connection with the Software.
9. The User shall promptly install any updates, patches, or security fixes provided by the Company and shall maintain their systems in accordance with the Company’s recommended security requirements.
DATA PROCESSING AND PROTECTION
1. Data Controller and Processor Relationship
  1. The User acts as the Data Controller in respect of all Personal Data processed through the Software and Services.
  2. The Company acts solely as a Data Processor on behalf of the User and processes Personal Data only in accordance with the User’s documented instructions as set out in this Agreement.
  3. The User acknowledges and agrees that they retain full ownership and control of all data uploaded to or processed through the Software, including Personal Data belonging to their clients.
2. Processing Purposes and Instructions
  1. The Company shall process Personal Data solely for the purposes of providing the Software and Services to the User, including data capture, storage, management, and integration with Third-Party Platforms where authorised by the User.
  2. The User warrants that they have provided documented instructions for the processing of Personal Data through their use of the Software and that such processing complies with applicable data protection laws.
  3. The Company shall not process Personal Data for any purpose other than those specified in this Agreement without the prior written consent of the User.
3. GDPR Compliance
  1. Both parties shall comply with their respective obligations under the GDPR and other applicable data protection legislation.
  2. The User shall ensure they have a lawful basis for processing Personal Data and have obtained all necessary consents from data subjects where required.
  3. The Company shall assist the User in responding to data subject requests and inquiries relating to the processing of Personal Data, subject to reasonable notice and the User’s reimbursement of associated costs.
4. Data Subject Rights
  1. The User is responsible for responding to requests from data subjects exercising their rights under applicable data protection laws.
  2. The Company shall provide reasonable assistance to enable the User to comply with data subject requests, including providing access to relevant Personal Data within its control.
5. Data Protection Impact Assessments
  1. Where required by law, the User shall conduct data protection impact assessments before processing Personal Data through the Software.
  2. The Company shall provide reasonable assistance and information to support any such assessments upon request.
INTERNATIONAL DATA TRANSFERS
1. The Company processes and stores all Personal Data on AWS servers located within the UK/EEA.
2. The Company does not currently transfer Personal Data outside the UK/EEA in connection with the provision of the Services.
3. In the event that the Company determines it necessary to transfer Personal Data outside the UK/EEA, the Company shall:
  1. implement appropriate safeguards in accordance with applicable data protection laws, including but not limited to standard contractual clauses approved by the relevant supervisory authorities;
  2. provide written notice to affected Users at least thirty (30) days prior to any such transfer taking effect;
  3. ensure that any recipient of Personal Data provides an adequate level of protection for such data as required by the GDPR and applicable UK data protection laws.
4. Users shall have the right to object to any proposed international transfer of their Personal Data in accordance with applicable data protection laws.
5. The Company shall maintain records of all international transfers of Personal Data and make such records available to Users upon reasonable request, subject to confidentiality restrictions.
6. This clause shall survive termination of this Agreement for so long as the Company retains any Personal Data relating to the User.
DATA RETENTION

The Company shall retain Financial Documents and related Personal Data for a period of seven (7) years from the date of creation or last modification, whichever is later.
Personal Data other than Financial Documents shall be retained for the duration of the User’s Account plus an additional period of three (3) years, unless a longer retention period is required by applicable law or regulation.
The Company retains Personal Data on the following legal bases:
1. performance of this Agreement and provision of the Services;
2. compliance with legal obligations, including accounting, tax and regulatory requirements;
3. establishment, exercise or defence of legal claims; and
4. legitimate interests in maintaining business records and system integrity.
Upon expiry of the applicable retention period, the Company shall securely delete or anonymise Personal Data, unless retention is required by law or for the establishment, exercise or defence of legal claims.
The User may request deletion of Personal Data before the expiry of the retention period, subject to:
1. the Company’s legal obligations to retain certain data;
2. the Company’s legitimate interests in maintaining system integrity and security; and
3. any ongoing legal proceedings or regulatory investigations.
Data stored in backup systems shall be deleted in accordance with the Company’s standard backup rotation schedule, which shall not exceed ninety (90) days from the deletion of data from active systems.
The Company shall maintain records of data deletion activities for audit purposes in accordance with applicable data protection laws.

SECURITY MEASURES
1. The Company implements and maintains industry-standard security measures to protect the Software, Services, and any Personal Data processed through the platform.
2. Technical Security Measures: The Company employs the following technical safeguards:
  1. data encryption in transit using TLS 1.2 or higher and data encryption at rest using AES-256 or equivalent encryption standards;
  2. multi-factor authentication for administrative access to the Software and Services;
  3. role-based access controls limiting employee and contractor access to Personal Data on a need-to-know basis;
  4. network security controls including firewalls, intrusion detection systems, and secure network architecture.
3. Operational Security Measures: The Company maintains the following operational security practices:
  1. regular security audits and penetration testing conducted by qualified third-party security professionals at least annually;
  2. comprehensive employee security training programs covering data protection, privacy, and security best practices;
  3. background checks for all employees and contractors with access to Personal Data or the Software infrastructure;
  4. documented security policies and procedures regularly reviewed and updated.
4. Backup and Availability: The Company provides:
  1. automated backup systems for all user data with geographically distributed storage;
  2. a service level agreement of 99.9% uptime for the Software and Services, calculated monthly excluding scheduled maintenance;
  3. disaster recovery procedures to restore Services in the event of system failure.
5. The Company shall promptly implement security updates and patches to address identified vulnerabilities in the Software.
6. The User acknowledges that security is a shared responsibility and agrees to:
  1. maintain the confidentiality of Account credentials and not share login information;
  2. implement appropriate security measures for devices used to access the Software;
  3. promptly notify the Company of any suspected unauthorised access to their Account.
7. The Company reserves the right to modify security measures as necessary to maintain adequate protection, provided such modifications do not materially reduce the overall security standards described in this clause.
THIRD-PARTY INTEGRATIONS
1. By connecting the Software to QuickBooks, Xero, Sage, FreeAgent, Sentry, Zoho, Stripe, AWS, Google or other Third-Party Platforms, the User authorises the Company to access, retrieve, and synchronise data between the Software and the User’s connected accounts.
2. The User acknowledges and agrees that:
  1. their use of any Third-Party Platforms remains subject to the respective terms of service, privacy policies, and other applicable policies of such platforms;
  2. the Company relies on APIs provided by Third-Party Platforms and is not responsible for the availability, functionality, performance, or reliability of such platforms;
  3. any disruption, modification, or discontinuation of Third-Party Platform services may affect the functionality of the Software’s integration features.
3. The User grants the Company permission to read, write, modify, and update data in the User’s connected Third-Party Platform accounts solely as necessary to provide the Services under this Agreement.
4. The Company acts solely as a Data Processor in relation to any Personal Data accessed through Third-Party Platform integrations, with the User remaining the Data Controller of all such data.
5. The User retains ownership of all data stored within their Third-Party Platform accounts, and the Company shall not claim any proprietary rights over such data.
6. The Company shall implement appropriate technical and organisational measures to ensure the security of data transferred between the Software and Third-Party Platforms in accordance with clause 7.
7. The User is solely responsible for maintaining valid licences and authorisations for their use of any Third-Party Platforms and ensuring compliance with the terms of such platforms.
8. The Company may suspend or terminate Third-Party Platform integrations at any time if required for security, legal compliance, or technical reasons, providing reasonable notice to the User where practicable.
ARTIFICIAL INTELLIGENCE AND AUTOMATED DECISION-MAKING
1. The Company incorporates Artificial Intelligence technology within the Software to assist with data processing, pattern recognition, and automated categorisation of financial information.
2. The User acknowledges and agrees that:
  1. AI functionality is designed to assist and enhance data capture processes but does not replace human judgment or decision-making;
  2. all final decisions regarding financial data, categorisation, and business operations remain solely with the User;
  3. the User retains full responsibility for reviewing, verifying, and approving all AI-generated suggestions or automated processes before implementation.
3. The Company shall provide reasonable transparency regarding AI functionality, including:
  1. general information about how AI features operate within the Software;
  2. clear indication when AI technology is being utilised for specific functions;
  3. options for Users to review and modify AI-generated results where technically feasible.
4. The User has the right to:
  1. disable or opt-out of AI features where such options are made available;
  2. request human review of AI-generated decisions that significantly impact their use of the Services;
  3. provide feedback on AI functionality to improve system performance.
5. The Company makes no warranties regarding the accuracy, completeness, or reliability of AI-generated outputs and the User acknowledges that AI technology may produce errors, inconsistencies, or unexpected results.
6. The User remains solely responsible for all business decisions, financial reporting, and regulatory compliance, regardless of any AI assistance or recommendations provided through the Software.
7. The Company does not use any User Content, Personal Data, or other client data processed through the Software to train, improve, or develop its AI models or machine learning algorithms.
PROFESSIONAL ADVICE DISCLAIMER
1. The Software is designed solely as a data capture and management tool and does not constitute, nor is it intended to provide, accounting, tax, legal, financial or any other form of professional advice.
2. The Company expressly disclaims any responsibility for providing professional advice of any nature, whether accounting, tax, legal, financial, regulatory or otherwise.
3. The User remains solely responsible for:
  1. all accounting decisions and the accuracy of financial records;
  2. compliance with all applicable tax filing requirements and deadlines;
  3. adherence to all regulatory and statutory obligations relevant to their business or profession;
  4. ensuring that any data entered into or processed by the Software is accurate and complete.
4. The User acknowledges that they must consult qualified professionals, including accountants, tax advisers, legal counsel or financial advisers, for guidance on accounting practices, tax matters, legal compliance and financial decisions.
5. Any outputs, reports, calculations or suggestions generated by the Software, including those involving Artificial Intelligence features, are provided for informational purposes only and do not constitute professional advice.
6. The Company shall not be liable for any losses, penalties, interest charges or other consequences arising from the User’s reliance on the Software in place of professional advice or from any decisions made based on the Software’s outputs.
AUDIT RIGHTS
1. The User has the right, upon reasonable notice to the Company, to request information necessary to demonstrate the Company’s compliance with applicable data protection obligations under this Agreement.
2. Any request for audit information must be made in writing and must specify the particular compliance matters about which information is sought.
3. The Company will provide the requested information within thirty (30) days of receiving a valid request, subject to the limitations set out in this clause 11.
4. The Company’s obligation to provide information is subject to:
  1. confidentiality restrictions imposed by law or agreements with third parties;
  2. the protection of the Company’s Intellectual Property Rights and trade secrets;
  3. the reasonable commercial interests of the Company and its other customers.
5. Information provided under this clause 11 will be provided in such format and manner as the Company reasonably determines, which may include:
  1. written reports and documentation;
  2. certifications from independent auditors; or
  3. summaries of relevant policies and procedures.
6. The User must treat all information received under this clause 11 as Confidential Information and may only use such information for the purpose of verifying compliance with data protection obligations.
7. The Company may refuse to provide information where the request is unreasonably broad, frequent, or would impose a disproportionate burden on the Company’s operations.
DATA BREACH NOTIFICATION

The Company shall notify the User without undue delay and, where feasible, not later than 72 hours after becoming aware of a Security Breach that affects the User’s Personal Data processed by the Company.
The notification under clause 12.1 shall include the following information to the extent known at the time of notification:
1. the nature of the Security Breach including, where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of Personal Data records concerned;
2. the name and contact details of the Company’s data protection officer or other contact point where more information can be obtained;
3. a description of the likely consequences of the Security Breach; and
4. a description of the measures taken or proposed to be taken by the Company to address the Security Breach, including, where appropriate, measures to mitigate its possible adverse effects.
Where it is not possible to provide the information referred to in clause 12.2 at the same time, the information may be provided in phases without undue further delay.
The Company shall cooperate with the User and provide reasonable assistance to enable the User to comply with its obligations under applicable data protection laws, including any obligation to notify relevant supervisory authorities or data subjects.
The Company shall take immediate steps to investigate the Security Breach and implement appropriate technical and organisational measures to mitigate any harm and prevent future breaches.
Upon receiving notification of a Security Breach, the User shall:
1. assess whether the breach requires notification to relevant supervisory authorities or data subjects in accordance with applicable data protection laws; and
2. cooperate with the Company in implementing any remedial measures deemed necessary.
The Company’s obligations under this clause 12 are in addition to, and do not limit, any other obligations the Company may have under applicable data protection laws or this Agreement.

INTELLECTUAL PROPERTY RIGHTS

The Company retains all right, title and interest in and to the Software, Services and all Intellectual Property Rights therein, including but not limited to all copyrights, trademarks, trade secrets, patents and other proprietary rights.
No title to or ownership of the Software or any Intellectual Property Rights therein is transferred to the User under this Agreement.
The User retains all right, title and interest in and to any data, content or information uploaded, stored or processed through the Software (“User Content“).
The User grants the Company a non-exclusive, royalty-free licence to use, process and store User Content solely for the purpose of providing the Services under this Agreement.
The User must not:
1. copy, modify, adapt, reverse engineer, decompile, disassemble or create derivative works of the Software;
2. remove, alter or obscure any proprietary notices, labels or marks on the Software;
3. use the Software to develop competing products or services;
4. sublicense, distribute, sell, rent, lease or otherwise transfer rights in the Software to any third party.
Any feedback, suggestions, ideas or recommendations provided by the User regarding the Software (“Feedback“) shall become the sole property of the Company, and the User hereby assigns all rights in such Feedback to the Company.
The User acknowledges that the Software may contain third-party components subject to separate licence terms, and agrees to comply with all applicable third-party licence requirements.
The User shall promptly notify the Company of any suspected infringement of the Company’s Intellectual Property Rights and shall cooperate with the Company in protecting such rights.
If the User becomes aware of any claim that the Software infringes third-party Intellectual Property Rights, the User shall immediately notify the Company in writing.

FEES AND PAYMENT TERMS
1. Subscription Fees. The User agrees to pay the applicable subscription fees for the Services as set out on the Company’s website or as otherwise communicated to the User at the time of registration.
2. Payment Terms. Unless otherwise agreed in writing, all fees are payable in advance on a monthly or annual basis as selected by the User during the registration process.
3. Payment Methods. Payment shall be made by credit card, debit card, direct debit, or other payment methods accepted by the Company from time to time.
4. Automatic Renewal. Subscriptions will automatically renew for successive periods of the same duration unless cancelled by the User in accordance with the termination provisions of this Agreement.
5. Currency and Taxes. All fees are quoted in British Pounds Sterling unless otherwise stated and are exclusive of applicable taxes, duties, or charges which shall be paid by the User.
6. Late Payment. If any payment is not received within seven (7) days of the due date, the Company may:
  1. charge interest on overdue amounts at the rate of 4% per annum above the Bank of England base rate from time to time;
  2. suspend or terminate the User’s access to the Software and Services; and
  3. recover all costs and expenses incurred in collecting overdue amounts.
7. Price Changes. The Company may increase subscription fees upon thirty (30) days’ written notice to the User, with such increases taking effect at the next renewal period.
8. Refunds. Fees paid are non-refundable except where required by applicable consumer protection laws or as expressly provided in this Agreement.
9. Payment Processing. The Company may use third-party payment processors and the User consents to the sharing of payment information with such processors for payment processing purposes.
10. Disputed Charges. Any disputes regarding charges must be raised within sixty (60) days of the charge appearing on the User’s statement.
LIMITATION OF LIABILITY
1. Nothing in this Agreement shall exclude or limit the Company’s liability for:
  1. death or personal injury caused by the Company’s negligence;
  2. fraud or fraudulent misrepresentation;
  3. any breach of the obligations implied by section 2 of the Supply of Goods and Services Act 1982;
  4. any breach of data protection obligations under GDPR where such exclusion or limitation would be prohibited by law; or
  5. any other liability which cannot be excluded or limited under applicable law.
2. Subject to clause 15.1, the Company’s total aggregate liability to the User under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the greater of:
  1. the total fees paid by the User to the Company in the twelve months preceding the event giving rise to the claim; or
  2. £10,000.
3. Subject to clause 15.1, the Company shall not be liable to the User for any:
  1. loss of profits, revenue, or anticipated savings;
  2. loss of business opportunity or goodwill;
  3. loss or corruption of data or information;
  4. indirect, special, incidental, punitive, or consequential losses or damages;
  5. losses arising from the User’s failure to comply with professional, regulatory, or legal obligations;
  6. losses arising from decisions made by the User based on data processed through the Software; or
  7. losses arising from third-party platform unavailability, functionality, or integration failures.
4. The Company shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, industrial disputes, or failure of telecommunications or internet services.
5. The User acknowledges that the Software is a data capture tool and the Company provides no warranty regarding the accuracy, completeness, or suitability of captured data for any particular purpose.
6. Each provision of this clause 15 shall be construed as a separate limitation applying and surviving even if for any reason one or other of the provisions is held inapplicable or unreasonable in any circumstances.
7. The limitations and exclusions in this clause 15 shall apply whether or not the Company has been advised of the possibility of such losses or damages.
CONFIDENTIALITY

Each party acknowledges that it may have access to Confidential Information of the other party in connection with this Agreement.
Each party undertakes to:
1. keep the other party’s Confidential Information strictly confidential;
2. not disclose such Confidential Information to any third party without the prior written consent of the disclosing party;
3. not use such Confidential Information for any purpose other than the performance of its obligations under this Agreement;
4. take reasonable steps to ensure that its employees, agents and subcontractors comply with the confidentiality obligations set out in this clause 16.
The obligations in clause 16.2 shall not apply to information that:
1. is or becomes publicly available other than through breach of this Agreement;
2. was rightfully known to the receiving party before disclosure;
3. is rightfully received from a third party without breach of any confidentiality obligation;
4. is independently developed without use of or reference to the Confidential Information;
5. is required to be disclosed by law, court order or regulatory authority, provided that the receiving party gives reasonable notice to the disclosing party where legally permitted.
The Company may disclose User information to the extent necessary to:
1. provide the Services and maintain the Software;
2. comply with its obligations as Data Processor under applicable data protection laws;
3. respond to valid legal process or regulatory requirements.
Upon termination of this Agreement, each party shall promptly return or destroy all Confidential Information of the other party in its possession or control, except where retention is required by law or for backup purposes in accordance with standard data retention policies.
The obligations under this clause 16 shall survive termination of this Agreement for a period of five years.

1. TERM AND TERMINATION
  1. This Agreement shall commence on the Effective Date and shall continue indefinitely until terminated in accordance with the provisions of this clause.
  2. The User may terminate this Agreement at any time by providing thirty (30) days’ written notice to the Company or by cancelling their Account through the Software interface.
  3. The Company may terminate this Agreement by providing thirty (30) days’ written notice to the User.
  4. Either party may terminate this Agreement immediately without notice if:
    1. the other party commits a material breach of this Agreement and fails to remedy such breach within fourteen (14) days of receiving written notice of the breach;
    2. the other party becomes insolvent, enters into liquidation, or ceases to carry on business; or
    3. it is required to do so by law or regulatory authority.
  5. The Company may suspend or terminate the User’s access to the Software immediately if:
    1. the User breaches the acceptable use provisions of this Agreement;
    2. the User’s Account becomes overdue for payment; or
    3. the Company reasonably believes continued access poses a security risk.
  6. Upon termination of this Agreement:
    1. the User’s licence to use the Software shall cease immediately;
    2. the User shall cease all use of the Software and Services;
    3. the Company shall cease processing Personal Data on behalf of the User, except as required for legitimate business purposes or legal compliance;
    4. connections to Third-Party Platforms shall be disabled; and
    5. the User may request return or deletion of their data, subject to the Company’s data retention obligations.
  7. The Company shall retain Financial Documents for a period of seven (7) years following termination as required by applicable law and accounting standards.
  8. The following provisions shall survive termination: intellectual property rights, confidentiality obligations, limitation of liability, governing law, and any accrued payment obligations.
2. GOVERNING LAW AND JURISDICTION
  1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
  2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

APP STORE AND MARKETPLACE COMPLIANCE

1. 1. This Software may be listed on various third-party app stores and marketplaces including the QuickBooks App Store, Xero App Marketplace, and other platform marketplaces, and complies with their respective developer agreements and policies.
  2. Users accessing the Software through any third-party app store or marketplace acknowledge that the respective platform providers (including Intuit Inc., Xero Limited, and others) are not parties to this Agreement and have no obligations or liability regarding the Software or Services.
  3. Any disputes relating to the Software must be resolved directly with the Company and not with any third-party platform providers.
  4. The Company’s listing on any third-party app store or marketplace does not constitute an endorsement by such platform providers of the Company or its Services.

DISASTER RECOVERY

1. 1. Recovery Time Objective (RTO): The Company aims to restore Services within four (4) hours of a qualifying disaster or system failure.
  2. Recovery Point Objective (RPO): The Company maintains backup systems designed to limit data loss to a maximum of one (1) hour from the point of system failure.
  3. The Company maintains geographic redundancy across multiple UK data centres to ensure business continuity.
  4. The disaster recovery targets in this clause are objectives and not guarantees, and the Company’s liability for failure to meet these targets is limited in accordance with clause 15.

BETA AND TRIAL SERVICES AND EARLY ADOPTERS COHORT

1. 1. Beta and trial versions of the Software and participation in Early Adopters Cohort programs are provided “as is” with no warranties, express or implied.
  2. Beta users acknowledge that features may be incomplete, contain errors, or may not function as intended.
  3. The Company may modify, suspend, or discontinue beta features at any time without prior notice to Users.
  4. Beta user feedback, suggestions, and usage data may be used by the Company to improve the Software and Services.
  5. Beta services are not subject to the service level agreements set out in clause 21.

INSURANCE

1. 1. The Company will maintain professional indemnity and cyber liability insurance with coverage of at least £1,000,000 per claim and £2,000,000 aggregate annually.
  2. Upon reasonable request, the Company will provide certificates of insurance evidencing such coverage.

SERVICE LEVEL AGREEMENT

1. 1. Uptime Guarantee: The Company will use commercially reasonable efforts to maintain 99.9% monthly uptime for the Software and Services, calculated excluding scheduled maintenance periods.
  2. Scheduled Maintenance: The Company may perform scheduled maintenance for a maximum of four (4) hours per month, with at least seven (7) days’ advance notice to Users.
  3. Support Response Times: The Company will use reasonable efforts to respond to User support requests within the following timeframes:
    1. Critical issues affecting system availability: four (4) hours;
    2. Standard technical issues: twenty-four (24) hours;
    3. General inquiries: forty-eight (48) hours.
  4. Response times are measured during business hours (9:00 AM to 5:00 PM UK time, Monday to Friday, excluding public holidays).

DATA PORTABILITY AND EXPORT

1. 1. The User may export their data at any time through the Software interface in the following formats: PDF, CSV, or other commonly used formats as made available by the Company.
  2. Upon written request, the Company will provide a complete data export within thirty (30) days of receiving such request.
  3. Upon termination of this Agreement, the User has thirty (30) days to download their data before it is deleted in accordance with the Company’s data retention policies.
  4. Data exports will include all User Content but may exclude system-generated logs, backup data, or other technical data not directly related to the User’s business records.

SUB-PROCESSORS

1. The Company uses the following sub-processors to provide the Services:
2. | Sub-Processor | Service | Location of Processing | Purpose

The Company will provide thirty (30) days’ written notice to Users of any changes to sub-processors, including the addition or replacement of sub-processors.
Users may object to the appointment of new sub-processors within fourteen (14) days of receiving notice, and may terminate this Agreement if the Company proceeds with such appointment despite the User’s objection.
Each party irrevocably waives any objection which it may have at any time to the laying of any proceedings brought in any such court, any claim that such proceedings have been brought in an inconvenient forum and any claim that such court does not have jurisdiction.
Nothing in this clause shall limit the Company’s right to take proceedings against the User in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
Any legal action or proceedings between the parties may be brought in the English language only.

GENERAL PROVISIONS
1. Entire Agreement
  1. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, representations, warranties, statements, promises and understandings, whether oral or written, between the parties relating to such subject matter.
  2. Each party acknowledges that it has not relied on any representation, warranty or undertaking not expressly incorporated into this Agreement.
2. Amendment
  1. The Company may modify this Agreement at any time by posting the modified terms on the Software or by providing notice to the User.
  2. Continued use of the Software after such modification constitutes acceptance of the modified Agreement.
  3. If the User does not agree to any modification, the User must cease using the Software.
3. Severability
  1. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.
  2. Any invalid, illegal or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
4. Waiver
  1. No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof.
  2. No single or partial exercise of any right, power or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
5. Assignment
  1. The User may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Company.
  2. The Company may assign this Agreement or any of its rights or obligations hereunder without restriction.
6. Notices
  1. All notices under this Agreement shall be in writing and delivered by email to the address specified in the User’s Account or as otherwise notified by the parties.
  2. Notices shall be deemed received when delivered if sent by email during normal business hours, or on the next business day if sent outside normal business hours.
7. Electronic Communications
  1. The User consents to receive communications from the Company in electronic form.
  2. Electronic signatures and click-through acceptances shall be deemed valid and binding.
8. Relationship of Parties
  1. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties.
  2. Neither party has authority to bind the other party or to incur obligations on behalf of the other party.
9. Headings
  1. The headings in this Agreement are for convenience only and do not affect the interpretation of this Agreement.
10. Costs
  1. Each party shall bear its own costs and expenses in connection with the negotiation, preparation and performance of this Agreement. By clicking “I Accept”, “Agree”, or any similar button or checkbox, or by accessing or using the Software, the User acknowledges that they have read, understood, and agree to be bound by all terms and conditions of this Agreement. This electronic acceptance shall be deemed equivalent to a written signature and shall create a legally binding agreement between the parties as of the date of such acceptance (the “Effective Date“). The User represents and warrants that they have the legal authority to enter into this Agreement on behalf of themselves or the entity they represent. The Company may update this Agreement from time to time, and continued use of the Software following any such updates constitutes acceptance of the revised terms.