Terms & Conditions
Last updated: 20 May, 2023
Introduction
Terms and Conditions
These are the Terms and Conditions on which we, Accounting Flow Ltd ("Accounting Flow")
supply our Subscription Services to you and for your access to, and use of, our website and
our services, whether you are a guest or a registered user. Please read these Terms and
Conditions carefully before you submit your order to Accounting Flow.
1. Definitions and Interpretation
1.1 The definitions and rules of interpretation in this clause apply to these Terms and
Conditions.
Authorised Users: those individuals who are authorised by you to use the Subscription
Services as set out in your Registration process or as provided for in respect of any Trial
Period.
Business Day: a day other than a Saturday, Sunday or public holiday in England when
banks in London are open for business.
Commencement Date: has the meaning given to it in clause 2.1.
Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010,
and the expression change of control shall be construed accordingly.
Client Portal: a portal through which Authorised Users can upload Customer Data.
Confidential Information: information that is proprietary or confidential and is either clearly
labelled as such or identified as Confidential Information in clause 13.
Controller, processor, data subject, personal data, personal data breach, international
organisation, processing and appropriate technical and organisational measures: as
defined in the Data Protection Legislation.
Customer Data: the data inputted by you, your Authorised Users, or Accounting Flow on
your behalf for the purpose of using the Subscription Services or facilitating your use of the
Subscription Services.
Data Protection Legislation: the UK Data Protection Legislation and any other European
Union legislation relating to personal data and all other legislation and regulatory
requirements in force from time to time which apply to a party relating to the use of personal
data (including, without limitation, the privacy of electronic communications).
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from
regulatory and advisory bodies. Whether mandatory or not), international and national
standards, and sanctions, which are applicable to either you or an Authorised User (but not
to Accounting Flow) relating to security of network and information systems and security
breach and incident reporting requirements, which may include the cybersecurity Directive
((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and
Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time
to time.
Initial Subscription Term: the applicable initial term for the provision of Subscription
Services commencing on expiry of the Trial Period.
Monthly Subscriber: where you purchase Subscription Services on a monthly basis.
Normal Working Hours: 9am-5:30pm on Monday to Thursday and 9am-4:30pm on Friday
(save for English public holidays).
Protected Data: Personal Data received from or on behalf of you or otherwise obtained in
connection with the performance of Accounting Flow's obligations under these Terms and
Conditions.
Registration: the process by which you successfully register with Accounting Flow and
create an account, enabling you to sign up for a Trial Period and purchase Subscription
Services (or other services) from Accounting Flow, and the term Register shall be construed
accordingly.
Renewal Period: the applicable renewal period described in clauses 3.5 and 3.6.
Subscription Services: the subscription services provided by Accounting Flow to you
during the Trial Period and the Subscription Term under these Terms and Conditions via
Accounting Flow’s website or the Client Portal or any other website notified to you by
Accounting Flow from time to time.
Software: the online software applications provided by Accounting Flow to you as part of the
Subscription Services.
Standard Customer Support Services: the provision of email and telephone support to be
provided by Accounting Flow to you during the Subscription Term, as determined by
Accounting Flow and communicated to you prior to the Initial Subscription Term.
Sub-Processor: any agent, sub-contractor or other third party engaged by Accounting Flow
(or by any other Sub-Processor) for carrying out any processing of the Protected Data.
Subscription Fees: the subscription fees payable by you to Accounting Flow for the User
Subscriptions as stated in the ‘Pricing’ section of Accounting Flow’s website (as updated
from time to time) or as otherwise communicated to you in accordance with these Terms and
Conditions.
Subscription Term: the Initial Subscription Term together with any subsequent Renewal
Trial Period: a trial period of thirty (30) days during which you may use the Subscription
Services free of charge subject to these Terms and Conditions, and the term Trial shall be
construed accordingly.
UK Data Protection Legislation: all applicable data protection and privacy legislation in
force from time to time in the UK including the General Data Protection Regulation ((EU)
2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications
Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic
Communications Regulations 2003 (SI 2003/2426) as amended.
User Subscriptions: your guest subscription which allows access to and use of the services
during any Trial Period and the user subscriptions purchased by you pursuant to clause 11.1
which entitle Authorised Users to access and use the Subscription Services in accordance
with these Terms and Conditions.
Virus: anything or device (including any software, code, file or programme) which may:
prevent, impair or otherwise adversely affect the operation of any computer software,
hardware or network, any telecommunications service, equipment or network or any other
service or device; prevent, impair or otherwise adversely affect access to or the operation of
any programme or data, including the reliability of any programme or data (whether by re-
arranging, altering or erasing the program or data in whole or part or otherwise); or adversely
affect the user experience, including worms, trojan horses, viruses and other similar things
or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software
and hardware components that when exploited, results in a negative impact to the
confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed
accordingly.
1.2 A person includes an individual, corporate or unincorporated body (whether or not
having separate legal personality).
1.3 A reference to a statute or statutory provision is a reference to it as it is in force as at
the date of these Terms and Conditions.
1.4 A reference to a statute or statutory provision shall include all subordinate legislation
made as at the date of these Terms and Conditions under that statute or statutory provision.
1.5 A reference to writing or something being written includes e-mail.
2. Basis of Contract and Registration
2.1 Your registration shall only be deemed accepted by Accounting Flow when Accounting
Flow sends you confirmation of your Registration by email which will enable you and your
Authorised Users to access the Subscription Services, at which point and on which date
these Terms and Conditions shall apply (“Commencement Date”).
2.2 These Terms and Conditions shall apply to the exclusion of any other terms that you
seek to impose or incorporate, or which are implied by trade, custom, practice or course of
dealing. We may amend these Terms and Conditions from time to time and will inform you of
any proposed material changes prior to their implementation.
2.3 Any discounts given by Accounting Flow shall only be valid up to twelve (12) months
and are only available to new customers. Where you cancel a subscription during the
discounted period or convert to a monthly or annual subscription during an offer period, the
discount shall only apply until such cancellation or conversion date and no further discount
shall be available to you.
2.4 To be able to use the Subscription Services, you must have successfully completed the
Registration process.
2.5 You warrant and undertake to provide accurate, up-to-date and complete information
during the Registration process. If there are any changes to your information, you must
promptly notify us in writing.
3. Trial Period and Subscription Term
3.1 You may use the Subscription Services for the Trial Period pursuant to these Terms and
Conditions.
3.2 You are only permitted to one (1) free Trial of the Subscription Services. Accounting
Flow may terminate your account if you breach or attempt to breach this clause 3.2.
3.3 A Trial Period shall only be available upon receipt of a valid business email address or
official documentation confirming the user’s status as a practising accountant/bookkeeper
within the UK which must be provided upon Registration, including registered UK address
and phone number.
3.4 A Trial Period may be extended at Accounting Flow’s sole discretion and in accordance
with the provisions of this clause 3.
3.5 In the event you are a Monthly Subscriber, and subject to receipt of the relevant
Subscription Fees, your Initial Subscription Term shall continue for one (1) month following
expiry of the Trial Period and shall continue to renew at monthly intervals unless otherwise
terminated in accordance with clause 16.
3.6 In the event you have chosen to pay annually, and subject to receipt of the relevant
Subscription Fees, your Initial Subscription Term shall continue for twelve (12) months
following expiry of the Trial Period and shall continue to renew every twelve (12) months
unless otherwise terminated in accordance with clause 16.
4. User subscriptions
4.1 For the duration of any Trial Period and where you are purchasing the User
Subscriptions in accordance with clauses 5.3 and 11.1 and subject to you complying with the
restrictions set out in this clause 4 and the other provisions as set out in these Terms and
Conditions, Accounting Flow hereby grants to you a non-exclusive, non-transferable right,
without the right to grant sublicense, to permit the Authorised Users to use the Subscription
Services during the Subscription Term solely for your internal business operations.
4.2 In relation to the Authorised Users, you undertake that:
(a) the maximum number of Authorised Users that you authorise to access and use the
Subscription Services shall not exceed the number of User Subscriptions you have
purchased from time to time.
(b) you will not allow or suffer any User Subscription to be used by more than one
individual Authorised User unless it has been reassigned in its entirety to another individual
Authorised User, in which case the prior Authorised User shall no longer have any right to
access or use the Subscription Services.
(c) each Authorised User shall keep a secure password for his use of the Subscription
Services and each Authorised User shall keep his password confidential.
(d) you shall maintain a written, up to date list of current Authorised Users and provide such
list to Accounting Flow within five (5) Business Days of Accounting Flow's written request at
any time or times;
(e) you shall permit Accounting Flow or Accounting Flow's designated auditor to audit the
Subscription Services in order to establish the name and password of each Authorised User
and Accounting Flow's data processing facilities to audit compliance with these Terms and
Conditions. Each such audit may be conducted no more than once per quarter, at
Accounting Flow's expense.
(f) if any of the audits referred to in clause 4.2(e) reveal that any password has been
provided to any individual who is not an Authorised User, then without prejudice to
Accounting Flow's other rights, you shall immediately disable such passwords and
Accounting Flow shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 4.2(e) reveal that you have underpaid
Subscription Fees to Accounting Flow, then without prejudice to Accounting Flow's other
rights, you shall pay to Accounting Flow an amount equal to such underpayment as
calculated in accordance with the prices in force as at the date of your order within seven (7)
Business Days of the date of the relevant audit.
4.3 You shall not access, store, distribute or transmit any Viruses, or any material during
the course of its use of the Subscription Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially
or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation,
disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and Accounting Flow reserves the right, without liability or prejudice to its other rights to you,
to disable your access to any material that breaches the provisions of this clause.
4.4 You shall not, except as may be allowed by any applicable law which is incapable of
exclusion by agreement between the parties and except to the extent expressly permitted
under these Terms and Conditions:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish,
download, display, transmit, or distribute all or any portion of the Software in any form or
media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise
reduce to human-perceivable form all or any part of the Software; or
(c) access all or any part of the Subscription Services in order to build a product or service
which competes with the Subscription Services; or
(d) use the Subscription Services to provide Subscription Services to third parties; or
(e) subject to clause 18.10, license, sell, rent, lease, transfer, assign, distribute, display,
disclose, or otherwise commercially exploit, or otherwise make the Subscription Services
available to any third party except the Authorised Users, or
(f) attempt to obtain, or assist third parties in obtaining, access to the Subscription
Services, other than as provided under this clause 4; or
(g) introduce or permit the introduction of, any Virus or Vulnerability into Accounting Flow's
network and information systems.
4.5 You warrant and undertake to prevent any unauthorised access to, or use of, the
Subscription Services and, in the event of any such unauthorised access or use,
immediately notify Accounting Flow.
4.6 The rights provided under this clause 4 are granted to you only, and shall not be
considered granted to any subsidiary or holding company of you.
5. Additional user subscriptions
5.1 Subject to the remainder of this clause, you may, from time to time during any
Subscription Term, purchase additional User Subscriptions. Access to the Subscription
Services shall be available to such additional Authorised Users in accordance with the
provisions of these Terms and Conditions.
5.2 Your request to purchase additional User Subscriptions will be approved automatically
and you will pay to Accounting Flow the relevant fees for such additional User Subscriptions.
If such additional User Subscriptions are purchased by you part way through the Initial
Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from
the date of activation by Accounting Flow for the remainder of the Initial Subscription Term or
the current Renewal Period (as applicable).
6. Subscription Services
6.1 Accounting Flow shall, during the Subscription Term, provide the Subscription Services
to you subject to these Terms and Conditions.
6.2 Accounting Flow shall use reasonable endeavours to make the Subscription Services
available to you. You acknowledge that (i) Accounting Flow does not guarantee that the
Subscription Services will always be available or uninterrupted; and (ii) Accounting Flow
shall not be liable to you if the Subscription Services are unavailable at any time for any
period. Accounting Flow shall use reasonable endeavours to perform any bug fixes or new
releases of the Software outside of Normal Working Hours.
6.3 Accounting Flow shall during the Subscription Term provide you with Accounting Flow's
Standard Customer Support Services during Normal Working Hours.
6.4 Where you require any additional support services, such support services may be
subject to an additional charge, to be determined at Accounting Flow’s sole discretion, and
which will be communicated to you at the point of request. The payment details provided to
us in accordance with clause 11 will be debited before commencement of the additional
support services.
7. Customer data
7.1 You are the Data Controller and Accounting Flow is the Data Processor for the
purposes of the processing of Protected Data. Accounting Flow shall process Protected Data
in accordance with this clause 7 of these Terms and Conditions.
7.2 You shall at all times comply with the Data Protection Legislation in connection with the
processing of Protected Data. You confirm that you are entitled to transfer the Protected
Data to Accounting Flow and any Sub-Processor in compliance with the Data Protection
Legislation and shall ensure all instructions given by you to Accounting Flow in respect of
Protected Data shall at all times be in accordance with the Data Protection Legislation.
7.3 Instructions
7.3.1 Accounting Flow shall only process (and shall ensure Accounting Flow personnel only
process) the Protected Data in accordance with these Terms and Conditions (and not
otherwise unless alternative processing instructions are agreed between the parties in
writing) except where otherwise required by applicable law (and in such a case Accounting
Flow shall inform you of that legal requirement before processing, unless such applicable
law prohibits Accounting Flow from so notifying you).
7.3.2 If Accounting Flow believes that any instructions received from you are likely to infringe
the Data Protection Legislation, it shall inform you and be entitled to cease to provide the
Subscription Services until the parties have agreed appropriate amended instructions that
are not infringing.
7.4 Security
7.4.1. In accordance with the UK Data Protection Legislation, taking into account the state of
the art, the costs of implementation and the nature, scope, context and purposes of the
processing of the Protected Data to be carried out under or in connection with this
Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms
of natural persons and the risks that are presented by the processing, especially from
accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to
the Protected Data transmitted, stored or otherwise processed, Accounting Flow shall
implement appropriate technical and organisational security measures appropriate to the
risk, including as appropriate those matters mentioned in Articles 32(a) to (d) of the GDPR.
7.5 Sub-processing and Personnel
7.5.1 Accounting Flow shall:
(a) not permit any processing of Protected Data by any Sub-Processor or other third party
(except its personnel) without your written authorisation;
(b) appoint each Sub-Processor under a written contract containing materially the same
obligations as in these Terms and Conditions in respect of Protected Data;
(c) remain liable to you under these Terms and Conditions for all the acts and omissions of
each Sub-Processor and each of its/their personnel as if they were its own; and
(d) ensure that all persons authorised by Accounting Flow or any Sub-Processor to process
Protected Data are subject to a written contractual obligation to keep the Protected Data
confidential.
7.6 Assistance
7.6.1 Accounting Flow shall (at your cost):
(a) assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 of
the GDPR (and any similar obligations under Data Protection Legislation) taking into account
the nature of the processing and information available to Accounting Flow;
(b) taking into account the nature of the processing, assist you (by appropriate technical
and organisational measures), insofar as this is possible, for the fulfilment of your obligations
to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR
(and any similar obligations under applicable Data Protection Legislation) in respect of any
Protected Data; and
(c) refer all requests and communications received from Data Subjects or any supervisory
authority to you which relate to any Protected Data promptly (and in any event within three
(3) days of receipt) and shall not respond to any without your written approval and in
accordance with your instructions unless and to the extent required by law.
7.7 International Transfers
7.7.1 Accounting Flow shall not process and/or transfer, or otherwise directly or indirectly
disclose any Protected Data in or to countries outside the European Economic Area unless
the prior written consent of you has been obtained.
7.8 Records and Audit
7.8.1 Accounting Flow shall (at your cost), in accordance with Data Protection Legislation,
make available to you such information that is in its possession or control as is necessary to
demonstrate Accounting Flow’s compliance with its obligations under these Terms and
Conditions. Accounting Flow shall permit audits by you (or another auditor appointed by you,
provided such auditor has entered into a confidentiality undertaking with, and in terms
reasonably acceptable to, Accounting Flow and such auditor is not a competitor of
Accounting Flow) for this purpose, subject to a maximum of one audit in any 12 month
period and at a time to be mutually agreed.
7.9 Breach
7.9.1 Accounting Flow shall notify you without undue delay and in writing on becoming
aware of any Personal Data Breach in respect of any Personal Data.
7.10 Deletion/Return
7.10.1 Accounting Flow shall, at your written request, delete or return the Protected Data
and any copies to you within 30 days of termination or expiry of your subscription unless
required by Applicable Law to store the Protected Data.
7.11 Data Processing Details
7.11.1 Processing of the Protected Data by Accounting Flow under these Terms and
Conditions shall be for the subject-matter, duration, nature and purposes and involve the
types of personal data and categories of Data Subjects as set out below:
1. Subject Matter of Processing
Accounting Flow will process Protected Data in order to perform its obligations under
these Terms and Conditions.
2. Duration of the Processing
Accounting Flow will process the Protected Data for the term of the Subscription
Services (and any exit period) and thereafter as long as Accounting Flow is required
to process any Protected Data pursuant to the Data Protection Legislation.
3. Nature and Purpose of the Processing
The nature and purpose of the processing of the Protected Data will be to perform its
obligations under these Terms and Conditions.
4. Types of Personal Data
The types of Protected Data will be as follows:
- Full Name
- Date of Birth
- Deceased Date
- Postal Address
- Marital Status
- Nationality
- National Insurance Number
- Email Address
- Telephone Number
- Mobile Number
- Social Media Profiles
- Website
- Business contact details
5. Categories of Data Subjects
- Customers
- Business Contacts
- End Users
6. Specific Processing Instructions
Core to Accounting Flow is the ability to store your clients’ data to be used by
authorised users of your practice. Appropriately trained Accounting Flow support
staff, when authorised by you, can gain access to this data for the purpose of
providing technical support subject to appropriate safeguards.
7.12 You shall own all right, title and interest in and to all Customer Data that is not
personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy
and quality of all such Customer Data.
8. Third-party providers
The Subscription Services may enable you to access third-party websites and purchase
products and Subscription Services from third parties via such third-party websites. You
acknowledge that you may do so at your own risk. Accounting Flow makes no
representation, warranty or commitment. It shall have no liability or obligation whatsoever in
relation to the content or use of, or correspondence with, any such third-party website, any
transactions completed, and any contract entered into by you, with any such third party. Any
contract entered into, and any transactions completed via any third-party website are
between you and the relevant third party, not Accounting Flow.
9. Accounting Flow’s obligations
9.1 Accounting Flow shall use reasonable endeavours to ensure the Subscription Services
will be performed with reasonable care and skill.
9.2 Clause 9.1 shall not apply to the extent of any non-conformance which is caused by
your use of the Subscription Services and is contrary to Accounting Flow's instructions, or
modification or alteration of the Subscription Services by any party other than Accounting
Flow or Accounting Flow's duly authorised contractors or agents.
9.3 Accounting Flow does not warrant that (i) your use of the Subscription Services will be
uninterrupted or error-free; (ii) the Subscription Services, and/or the information obtained by
you through the Subscription Services will meet your requirements; (iii) the Subscription
Services will be free from Vulnerabilities; or (iv) the Subscription Services will comply with
any Heightened Cybersecurity Requirements.
9.4 Accounting Flow is not responsible for any delays, delivery failures, or any other loss or
damage resulting from the transfer of data over communications networks and facilities,
including the internet, and you acknowledge that the Subscription Services may be subject
to limitations, delays and other problems inherent in the use of such communications
facilities.
9.5 Accounting Flow may enter into similar agreements with third parties and independently
develop, using, selling or licensing documentation, products and/or Subscription Services
that are similar to those provided under these Terms and Conditions.
9.6 Accounting Flow warrants that it has and will maintain all necessary licences, consents,
and permissions necessary for the performance of its obligations under these Terms and
Conditions.
10. Your obligations
You shall:
(a) provide Accounting Flow with:
(i) all necessary co-operation in relation to these Terms and Conditions; and
(ii) all necessary access to such information as may be required by Accounting Flow;
in order to provide the Subscription Services, including but not limited to Customer Data,
security access information and configuration Subscription Services;
(b) without affecting your other obligations under these Terms and Conditions, comply with
all applicable laws and regulations with respect to your activities under these Terms and
Conditions;
(c) carry out all of your other responsibilities set out in these Terms and Conditions in a
timely and efficient manner. In the event of any delays in your provision of such assistance
as agreed by the parties, Accounting Flow may adjust any agreed timetable or delivery
schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Subscription Services in accordance with the
provisions of these Terms and Conditions and shall be responsible for any Authorised User's
breach of these Terms and Conditions;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary
for Accounting Flow, your contractors and agents to perform their obligations under these
Terms and Conditions, including without limitation the Subscription Services;
(f) ensure that network and systems comply with the relevant specifications provided by
Accounting Flow from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in these
Terms and Conditions, solely responsible for procuring, maintaining and securing its network
connections and telecommunications links from its systems to Accounting Flow's data
centres, and all problems, conditions, delays, delivery failures and all other loss or damage
arising from or relating to your network connections or telecommunications links or caused
by the internet.
11. Charges and payment
11.1 You shall pay the Subscription Fees to Accounting Flow for the User Subscriptions in
accordance with this clause 11. The Subscription Fees are payable:
(a) monthly in advance by you if you are a Monthly Subscriber; or
(b) annually in advance by you if you have elected to pay annually.
11.2 You shall make payment for the Subscription Fees via credit or debit card or by bank
transfer. You warrant and undertake that the credit or debit card (i) is registered in your name
and address and contains sufficient credit facilities or funds to cover the Subscription Fee;
and (ii) shall not expire during the Subscription Term.
11.3 Where a payment is made by bank transfer for a sum of £1,000 or above, an
additional administrative fee of £15 will be payable by you.
11.4 Your account will be blocked if your payment is declined, three (3) or more times in
three consecutive days from the date payment is due or where you provide incorrect credit
or debit card details.
11.5 Prior to expiry of the Trial Period or to any subsequent extension of a Trial Period in
accordance with clause 3.4, you shall provide to Accounting Flow valid, up-to-date and
complete credit or debit card details and any other relevant valid, up-to-date and complete
contact and billing details.
11.6 When you provide your credit or debit card details to Accounting Flow, you authorise
Accounting Flow to immediately bill such credit or debit card for the Subscription Fees
payable in respect of the Initial Subscription Term and any subsequent Renewal Period until
the Subscription Term is terminated in accordance with clause 16.
11.7 Additional services to be provided by Accounting Flow shall only be delivered following
receipt of payment and in accordance with the provisions of this clause 11.
11.8 If your payment is not recoverable under this clause 11, the provisions of clause 16
shall apply.
11.9 All amounts and fees stated or referred to in these Terms and Conditions and on
Accounting Flow’s website at https://www.Accounting Flow.io (i) shall be payable in pounds
sterling; (ii) are non-cancellable and non-refundable (unless otherwise agreed in writing with
Accounting Flow); and (iii) are exclusive of value added tax, which shall be added to
Accounting Flow's invoice(s) at the appropriate rate.
11.10 Accounting Flow shall be entitled to increase the Subscription Fees and any fees
payable in respect of the additional User Subscriptions purchased pursuant to clause 5.3 on
giving thirty (30) days' notice. Such increase shall be payable in accordance with clause 11
above.
12. Proprietary rights
12.1 You acknowledge and agree that Accounting Flow and/or its licensors own all
intellectual property rights in the Subscription Services. Except as expressly stated herein,
these Terms and Conditions do not grant you any rights to, under or in any patents,
copyright, database right, trade secrets, trade names, trademarks (whether registered or
unregistered), or any other rights or licences in respect of the Subscription Services.
13. Confidentiality
13.1 Neither party shall during the Subscription Term, and for a period of two (2) years after
termination of these Terms and Conditions, disclose to any person any Confidential
Information concerning the business, affairs, customers, clients or suppliers of the other
party, except as permitted by clause 13.2.
13.2 Each party may disclose the other party's Confidential Information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to
know such information for the purposes of carrying out the party's obligations under these
Terms and Conditions. Each party shall ensure that its employees, officers, representatives,
subcontractors or advisers to whom it discloses the other party's Confidential Information
comply with this clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
13.3 Neither party shall use the other party's Confidential Information for any purpose other
than to perform its obligations under these Terms and Conditions.
14. Indemnity
14.1 You shall defend, indemnify and hold harmless Accounting Flow against claims,
actions, proceedings, losses, damages, expenses and costs (including without limitation
court costs and legal fees) arising out of or in connection with your use of the Subscription
Services.
15. Limitation of liability
15.1 Except as expressly and specifically provided in these Terms and Conditions:
(a) you assume sole responsibility for results obtained from your use of the Subscription
Services, and for conclusions drawn from such use. Accounting Flow shall have no liability
for any damage caused by errors or omissions in any information, instructions or scripts
provided to Accounting Flow by you in connection with the Subscription Services, or any
actions taken by Accounting Flow at your direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever
implied by statute or common law are, to the fullest extent permitted by applicable law,
excluded from these Terms and Conditions; and
(c) the Subscription Services are provided to you on an "as is" basis.
15.2 Nothing in these Terms and Conditions excludes the liability of either party:
(a) for death or personal injury caused by the other party’s negligence; or
(b) for fraud or fraudulent misrepresentation.
15.3 Subject to clause 15.1 and clause 15.2:
(a) Accounting Flow shall not be liable whether in tort (including for negligence or breach of
statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits,
loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or
information, or pure economic loss, or for any special, indirect or consequential loss, costs,
damages, charges or expenses however arising under these Terms and Conditions; and
(b) Accounting Flow's total aggregate liability in contract, tort (including negligence or
breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection
with the performance or contemplated performance of these Terms and Conditions shall be
limited to the total Subscription Fees paid or payable for the User Subscriptions by you
during the 12 months immediately preceding the date on which the claim arose.
16. Term and Termination
16.1 These Terms and Conditions shall, unless otherwise terminated as provided in this
clause 16, commence on the Commencement Date and shall continue for the Initial
Subscription Term and any subsequent Renewal Period unless:
(a) in the case you have elected to pay annually, you notify us at least one month before
the end of the Initial Subscription Term or any Renewal Period, in which case these Terms
and Conditions shall terminate upon the expiry of the applicable Initial Subscription Term or
Renewal Period;
(b) in the case of Monthly Subscribers, you are required to notify us at least one month
before the end of the Initial Subscription Term following which we shall terminate your
account after the next billing date; or
(c) otherwise terminated in accordance with the provisions of these Terms and Conditions.
16.2 Without affecting any other right or remedy available to us, we may terminate these
Terms and Conditions with immediate effect by giving written notice to you if:
(a) You commit a material breach of any term of these Terms and Conditions and (if such a
breach is remediable) fail to remedy that breach within thirty (30) days of that party being
notified in writing to do so;
(b) you take any step or action in connection with entering administration, provisional
liquidation or any composition or arrangement with your creditors (other than in relation to a
solvent restructuring), you are being wound up (whether voluntarily or by order of the court,
unless for the purpose of a solvent restructuring), having a receiver appointed to any of your
assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction,
in connection with any analogous procedure in the relevant jurisdiction;
(c) you suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a
substantial part of the business; or
(d) your financial position deteriorates to such an extent that in our opinion your capability
to adequately fulfil your obligations under these Terms and Conditions has been placed in
jeopardy.
16.3 Without affecting any other right or remedy available to it, Accounting Flow may at its
discretion, terminate these Terms and Conditions with immediate effect by giving written
notice to you if:
(a) you fail to pay any amount due under these Terms and Conditions on the due date for
payment;
(b) become subject to any of the events listed in clause 16.3(b) to clause 16.3(d) or
Accounting Flow reasonably believes that your business is about to become subject to any
of them;
(c) you are a competitor of Accounting Flow;
(d) there is a change of control to your business.
16.4 On termination of these Terms and Conditions for any reason:
(a) all licences granted under these Terms and Conditions shall immediately terminate and
you shall immediately cease all use of the Subscription Services;
(b) you shall return and make no further use of any equipment, property, documentation
and other items (and all copies of them) belonging to Accounting Flow;
(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the
date of termination, including the right to claim damages in respect of any breach of the
agreement which existed at or before the date of termination shall not be affected or
prejudiced; and
(d) you shall immediately pay Accounting Flow all of Accounting Flow’s outstanding unpaid
invoices and interest and, in respect of the Subscription Services supplied but for which no
invoice has been submitted, Accounting Flow shall submit an invoice, which shall be payable
by you immediately upon receipt.
17. Force majeure
Accounting Flow shall have no liability to you under these Terms and Conditions if it is
prevented from or delayed in performing its obligations under these Terms and Conditions,
or from carrying on its business, for any reason beyond its reasonable control.
18. General Provisions
18.1 In the event of any inconsistency between any other terms and these Terms and
Conditions, these Terms and Conditions shall prevail.
18.2 No variation of these Terms and Conditions shall be effective unless it is approved by
Accounting Flow.
18.3 No failure or delay by a party to exercise any right or remedy provided under these
Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy,
nor shall it prevent or restrict the further exercise of that or any other right or remedy. No
single or partial exercise of such right or remedy shall prevent or restrict the further exercise
of that or any other right or remedy.
18.4 Except as expressly provided in these Terms and Conditions, the rights and remedies
provided under these Terms and Conditions are in addition to, and not exclusive of any rights
or remedies provided by law.
18.5 If any provision or part-provision of these Terms and Conditions is or becomes invalid,
illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and
enforceability of the rest of these Terms and Conditions.
18.6 These Terms and Conditions constitute the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to its
subject matter.
18.7 Each party acknowledges that in entering into these Terms and Conditions it does not
rely on, and shall have no remedies in respect of, any statement, representation, assurance
or warranty (whether made innocently or negligently) that is not set out in these Terms and
Conditions.
18.8 Each party agrees that it shall have no claim for innocent or negligent
misrepresentation or negligent misstatement based on any statement in these Terms and
Conditions.
18.9 You shall not, without the prior written consent of Accounting Flow, assign, transfer,
charge, sub-contract or deal in any other manner with all or any of its rights or obligations
under these Terms and Conditions.
18.10 Accounting Flow may at any time assign, transfer, charge, sub-contract or deal in any
other manner with all or any of its rights or obligations under these Terms and Conditions.
18.11 Nothing in these Terms and Conditions is intended to or shall operate to create a
partnership between the parties, or authorise either party to act as agent for the other, and
neither party shall have the authority to act in the name or on behalf of or otherwise to bind
the other in any way.
18.12 These Terms and Conditions do not confer any rights on any persons or third parties
(other than to Accounting Flow and you and, where applicable, their successors and
permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
18.13 Any notice required to be given under these Terms and Conditions shall be in writing
and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post
to the other party at its address, which for you, shall be included in your Registration and for
Accounting Flow is 9 Smith Street, Warwick, CV34 4JA.
18.14 A notice delivered by hand shall be deemed to have been received when delivered
(or if delivery is not in business hours, at 9 am on the first Business Day following delivery).
A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall
be deemed to have been received at the time at which it would have been delivered in the
normal course of post.
19. Governing law
These Terms and Conditions 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 law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and
Conditions or its subject matter or formation (including
