Terms of Service

Welcome to Closed Period!

To make it easier for you to understand the terms on which we provide our services, we’ve tried to keep these SaaS terms and conditions (Terms) as simple as possible by using plain English.

When we talk about “Closed Period”, “we,” “our,” or “us” in these Terms, we are referring to Closed Period Ltd, a company registered in England and Wales under company number 16494839 with registered office at 167-169 Great Portland Street, Fifth Floor, London, W1W 5PF.

When we refer to the “Services” in these Terms, we mean our web-based software-as-a-service platform, together with any related features, functionality, tools, integrations, support services and other associated services that we make available from time to time.

We have also used capitalised words and phrases as shorthand to refer to recurring concepts. Each of these are defined in bold and in brackets after the concepts are first mentioned.

In these Terms, the following words have the meanings set out below:

• “Account” means the account created for a Customer, Practice or Authorised User to access and use the Services.
• “Accountant” or “Practice” means a professional user or organisation, including an accountant, accountancy practice, bookkeeper, tax adviser or other professional services provider, that uses the Services to manage financial, accounting, tax or compliance matters for its own client.
• “Applicable Law” means all laws, regulations, regulatory requirements, codes and legally binding rules applicable to a party, the Services or their use from time to time.
• “Authorised User” means an individual who is authorised by a Customer or Practice to access and use the Services under that Customer’s Account, including employees, partners, contractors and, where applicable, Clients.
• “Client” means an organisation or individual whose financial, accounting, tax, company or related records are managed using the Services, whether directly by that Client or by a Practice acting on its behalf.
• “Customer”, “you” or “your” means the business, organisation, Practice or other professional user that enters into an agreement with us for access to or use of the Services.
• “Customer Data” means all information, data, records, documents, files and other content uploaded to, entered into, imported into, generated within or otherwise processed through the Services by or on behalf of a Customer, Practice, Authorised User or Client.
• “Data Processing Agreement” or “DPA” means our data processing agreement, available at [insert link], which governs our processing of personal data on your behalf and is incorporated into these Terms.
• “Fees” means the subscription fees and any other charges payable by you for access to or use of the Services, as set out at the time you subscribe or on our pricing page.
• “Subscription” means your subscription to access and use the paid features of the Services in accordance with these Terms and the applicable subscription tier selected by you.
• “Subscription Period” means each period for which your Subscription is purchased or renewed and the applicable Fees are payable, whether monthly, annually or for such other period as may be specified when you subscribe.
• “Third-Party Service” means any third-party product, service, software, platform, API, data source or system that is used by, connected to or interoperates with the Services, including services relating to payment processing, filing submissions, document processing, communications or other integrations.

1Acceptance of these terms

(a)These Terms set out the terms and conditions that apply to your access to and use of the Services.

(b)By creating an Account, accessing or using the Services, you represent and warrant that:

(i)you are at least 18 years old and have the legal capacity and authority to enter into a legally binding agreement with us;

(ii)where you are accessing or using the Services on behalf of a business, Practice or other organisation, you have authority to bind that entity to these Terms; and

(iii)you agree to be bound by these Terms.

(c)Please read these Terms carefully before accessing or using the Services. If you do not agree to these Terms, you must not access or use the Services.

(d)We may amend these Terms from time to time, including to reflect changes to the Services, Applicable Law, regulatory requirements or our business practices. Where we make a material change, we will take reasonable steps to notify you, which may include providing notice through the Services or by email. Unless otherwise stated in the notice, the updated Terms will take effect from the date specified in that notice. Your continued access to or use of the Services after the updated Terms take effect constitutes your acceptance of the updated Terms. If you do not agree to a material change, you may cancel your Subscription before the change takes effect in accordance with these Terms.

2Account registration

(a)In order to access and use the Services, you will be required to register for an account (Account).

(b)When you register for an Account, you must provide true, accurate, current and complete information as requested by us. You must keep your Account information accurate and up to date at all times.

(c)You agree that you are solely responsible for:

(i)maintaining the confidentiality and security of your Account, login credentials and password;

(ii)ensuring that your login credentials are not disclosed to or used by any unauthorised person; and

(iii)all activities carried out through your Account, including activities carried out by any person using your login credentials, whether or not those activities were authorised by you.

(d)You must notify us promptly at support@closedperiod.com if you become aware of or reasonably suspect any unauthorised access to or use of your Account, any loss or compromise of your login credentials, or any other security incident relating to your Account.

(e)You must not share your Account login credentials or password with any other person. Where the Services permit multiple Authorised Users, each Authorised User must use their own individual login credentials.

(f)We may decline or reject an Account registration, or require you to provide information or documentation to verify your identity, business, authority to act on behalf of a Practice or other organisation, or other registration details, where we reasonably consider this necessary for security, fraud prevention, compliance or the proper operation of the Services.

(g)To the extent permitted by Applicable Law, we will not be responsible for any loss, damage, cost or expense arising from unauthorised access to or use of your Account resulting from your failure to keep your Account information or login credentials secure, except to the extent caused by our breach of these Terms, negligence or wilful misconduct.

3Accountant and client roles

(a)The Services support a practice-based model under which an Accountant may use one Account to manage multiple Client organisations. Access is permission-based, so each user may only access the organisations and information they are authorised to view.

(b)Where an Accountant uses the Services on behalf of a Client, the Accountant is responsible for:

(i)having the necessary authority and instructions from the Client;

(ii)the accuracy and completeness of any work carried out for the Client using the Services;

(iii)ensuring that the Client’s applicable accounting, tax, filing, record-keeping and compliance obligations are properly addressed; and

(iv)the terms of its engagement and professional relationship with the Client.

(c)We are not a party to the engagement between an Accountant and a Client, and nothing in these Terms creates any professional, advisory or fiduciary relationship between us and a Client.

(d)Certain features of the Services may only be available under a paid Accountant Subscription. Access to those features is subject to the relevant Subscription remaining current and fully paid.

4Customer responsibilities

4.1Accuracy and review

(a)You are responsible for ensuring that all Customer Data provided to or processed through the Services is accurate, complete and lawful.

(b)You must review and approve any material information, calculation or output produced or suggested by the Services before relying on it or using it for any accounting, tax, compliance or filing purpose, including any:

(i)tax return or other return;

(ii)computation;

(iii)transaction categorisation or accounting entry; or

(iv)figure, report or other financial information.

(c)Any calculation, categorisation, suggestion or other output generated by the Services is intended to assist you in carrying out your work and must not be treated as a substitute for your own professional judgement or review.

4.2Filings and review

(a)Where the Services enable information to be submitted to HMRC or Companies House, the Services act as a technical means of transmitting that information on your instructions.

(b)The Services will not treat a return, computation or other filing as ready for submission until an authorised human user has reviewed and expressly approved it through the relevant submission process within the Services.

(c)You remain responsible for:

(i)verifying the accuracy and completeness of the information submitted;

(ii)obtaining any Client approval or authority required before submission;

(iii)ensuring that the filing is made within the applicable deadline; and

(iv)determining the accounting or tax treatment and any position taken in the filing.

(d)Where you are an Accountant acting for a Client, these responsibilities apply alongside the responsibilities of the Client under Applicable Law and the terms of your engagement with that Client.

(e)We do not guarantee that HMRC, Companies House or any other authority will accept, process or approve a submission made through the Services, or that use of the Services will result in any particular accounting, tax or regulatory outcome.

4.3Anti-money laundering compliance

(a)The Services may include functionality designed to assist you with aspects of your own anti-money laundering and counter-terrorist financing processes, including recording customer due diligence information, maintaining records or managing related workflows.

(b)Such functionality is provided as a software tool only and does not transfer to us any anti-money laundering or other regulatory obligation that applies to you.

(c)Where you are subject to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 or any other applicable anti-money laundering legislation, you remain responsible for complying with your obligations, including, where applicable:

(i)conducting and documenting customer due diligence;

(ii)assessing and managing money-laundering and terrorist-financing risks;

(iii)carrying out ongoing monitoring;

(iv)maintaining required records; and

(v)making any report or disclosure required by Applicable Law.

(d)You must exercise your own judgement when using any anti-money laundering functionality and must not rely on the Services as determining whether you have complied with your regulatory obligations.

4.4Lawful use and authority

(a)You must have all rights, permissions, consents and authority necessary to:

(i)provide Customer Data to us and process it through the Services, including personal data relating to Clients, employees, customers, suppliers and other third parties;

(ii)access or manage a Client organisation through the Services;

(iii)make any filing or submission on behalf of another person; and

(iv)connect or authorise any Third-Party Service used in connection with your Account.

(v)You must use the Services in accordance with Applicable Law and must not use, or permit anyone else to use, the Services for any unlawful, fraudulent or unauthorised purpose.

5Acceptable use

(a)You must not, and must not permit any Authorised User or other person to, use the Services:

(i)for any fraudulent, dishonest or unlawful purpose, including facilitating tax evasion, money laundering or other financial crime;

(ii)to upload, transmit or introduce any virus, malware, malicious code or other harmful material, or to attempt to gain unauthorised access to, interfere with, disrupt, test or probe the security of the Services or any systems, networks or infrastructure used to provide them;

(iii)to copy, reproduce, modify, reverse engineer, decompile, disassemble, scrape or create derivative works from any part of the Services, except to the extent expressly permitted by Applicable Law or authorised by us in writing;

(iv)to sell, resell, sublicense, distribute, commercially exploit or otherwise make the Services available to any third party, except as expressly permitted under these Terms in connection with the Accountant and Client model;

(v)to upload, submit, store or transmit any information or material that is false, misleading, unlawful, defamatory or infringing, or any personal data or other information that you do not have the necessary right, authority or lawful basis to provide;

(vi)in any manner that could damage, disable, impair or place an unreasonable or disproportionate burden on the Services or their underlying infrastructure; or

(vii)in a way that interferes with, restricts or adversely affects another person’s use of the Services.

(b)You must not attempt to circumvent any access controls, usage limits, security measures or other technical restrictions forming part of the Services.

(c)We may investigate any actual or suspected breach of this clause and, where we reasonably believe that a breach has occurred or that continued access presents a security, legal or operational risk, we may restrict or suspend access to the Services in accordance with clause 11.1.

6Fees and payment

6.1Subscriptions and fees

(a)Access to certain features of the Services requires a paid Subscription. The Fees, billing frequency, Subscription Period and features included in each Subscription tier will be set out at the time you subscribe, on our pricing page.

(b)Unless stated otherwise, all Fees are exclusive of VAT and any other applicable taxes, which will be added at the applicable rate where required by law.

(c)You must provide valid and up-to-date payment information and pay all Fees when they become due.

6.2Automatic renewal

(a)Unless otherwise stated in these Terms, your Subscription will automatically renew at the end of each Subscription Period for a further period of the same duration.

(b)You may prevent your Subscription from renewing by cancelling it before the applicable renewal date using the cancellation method made available through the Services or by otherwise notifying us in accordance with these Terms.

(c)By purchasing a Subscription, you authorise us and our Payment Providers to charge your chosen payment method for the Fees due for each Subscription Period, including each renewal, unless you cancel before the relevant renewal date.

(d)If you do not agree to a newly introduced subscription fee, you may choose not to purchase the subscription. Depending on the membership model in force at that time, your access to some or all paid features may be restricted or your membership may end at the conclusion of any applicable notice or transition period.

6.3Changes to the fees

(a)We may change the Fees applicable to your Subscription from time to time.

(b)Where we increase the Fees, we will give you at least 30 days’ notice before the increase applies to your next renewal. Unless required by law, a Fee increase will not apply retrospectively to a Subscription Period that you have already paid for.

(c)If you do not agree to the revised Fees, you may cancel your Subscription before the renewal at which the revised Fees would take effect.

6.4Payment methods

We may use third-party payment providers, for example, Stripe (Payment Providers) to collect the Fees. The processing of payments by the Payment Provider will be, in addition to these Terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.

6.5Failed or overdue payments

(a)If a payment fails, you must promptly provide an alternative valid payment method or otherwise pay the outstanding amount.

(b)If any undisputed Fees remain overdue, we may, after giving you reasonable notice, suspend or restrict your access to some or all of the Services until the outstanding amount has been paid.

(c)Suspension for non-payment does not relieve you of your obligation to pay any Fees properly due under your Subscription.

6.6Cancellations and refunds

(a)Cancellation will take effect at the end of your current paid Subscription Period unless we expressly agree otherwise. You may continue to use the Services until that date, subject to these Terms.

(b)Cancellation prevents your Subscription from renewing for a further Subscription Period but does not entitle you to a refund or credit for any unused portion of the current Subscription Period.

(c)Fees already paid are non-refundable except where:

(i)these Terms expressly provide otherwise;

(ii)we agree otherwise in writing; or

(iii)a refund is required by Applicable Law.

7Third-Party Services and Integrations

7.1Third-Party Services

(a)The Services may use, connect with or depend on third-party products and services (Third-Party Services), including services used for Open Banking, HMRC and Companies House filings, payment processing, document extraction, communications, hosting and automated processing.

(b)Where a third party processes personal data on our behalf as a sub-processor, its appointment and our responsibilities in relation to that processing are governed by the Data Processing Agreement. A current list of our sub-processors is available at <insert link>.

7.2Third-party terms

(a)Where you choose to connect to or use a Third-Party Service that is provided directly to you by a third party, your use of that service may also be subject to the third party's own terms, privacy notice and other requirements.

(b)We do not control such Third-Party Services and, except to the extent that we are responsible under these Terms or the Data Processing Agreement, we are not responsible for their availability, performance, accuracy, security or acts or omissions.

7.3Changes to Third-Party Services

(a)A Third-Party Service may change, restrict or discontinue its functionality or our access to it. As a result, functionality within the Services that depends on that Third-Party Service may also change, become unavailable or be discontinued.

(b)Where reasonably practicable, we will take reasonable steps to minimise material disruption. We are not responsible for a failure or change caused by a Third-Party Service except to the extent that the loss arises from our own breach of these Terms or the Data Processing Agreement.

8Open Banking and Bank Data

8.1Open Banking provider

(a)Where you connect a bank account to the Services using Open Banking, the regulated account-information service is provided through Finexer Ltd (FCA firm reference number 925695), an Authorised Payment Institution regulated by the Financial Conduct Authority under the Payment Services Regulations 2017.

(b)Closed Period provides the software through which that functionality is made available but does not itself provide the regulated account-information service.

8.2Bank account access and consent

(a)Account-information access is read-only and does not, by itself, enable us to move money from your bank account.

(b)Access is based on the relevant account holder's explicit consent. That consent may be withdrawn in accordance with the controls made available by the relevant bank, Open Banking provider or the Services.

(c)You may also be required to renew or reconfirm your consent from time to time in order for the Services to continue receiving current bank-account information.

8.3Payment functionality

(a)If we make payment-initiation or other outbound payment functionality available, the relevant regulated payment service will be provided by an appropriately authorised payment service provider identified to you in connection with that functionality.

(b)A payment will only be initiated following the authorisation and approval required for the relevant payment service. Additional terms imposed by the payment service provider may apply.

9Automated and Machine-Assisted Features

9.1Automated features

(a)The Services may use automated processing, machine learning or similar technologies to assist with functions such as:

(i)extracting information from documents;

(ii)suggesting transaction categorisations;

(iii)identifying matches, inconsistencies or anomalies;

(iv)preparing calculations or draft information; and

(v)supporting accounting, tax and compliance workflows.

(b)These features are intended to assist users rather than replace their judgement. Automated outputs may contain errors and are subject to the review and approval requirements in clause 4.

(c)Any filing or submission remains subject to the human review and approval requirements in clause 4.2.

9.2Learning from use of the Services

(a)We may use corrections, selections and other interactions with automated features to improve the accuracy of suggestions made within your organisation, to the extent described in the Data Processing Agreement and Privacy Policy.

(b)We will not use Customer Data to train a general-purpose model for the benefit of other customers except where we have a lawful basis and contractual right to do so and have clearly informed you of that use.

(c)We may use aggregated or anonymised information that does not identify you, a Client or an individual to analyse and improve the Services.

9.3Automated decisions affecting individuals

Where the Services use automated or machine-assisted features, those features are intended to assist users and do not replace human review or professional judgement. Any output that may affect a filing, accounting treatment, tax position or other significant outcome must be reviewed and approved by an authorised user before it is relied on or submitted.

10Intellectual property

10.1Our intellectual property

(a)We and our licensors own and retain all Intellectual Property Rights in and to the Services and all materials forming part of or made available through the Services, including the software, source and object code, technology, systems, databases, functionality, designs, interfaces, Documentation and related materials.

(b)Except for the limited licence to use the Services granted under clause 10.2, nothing in these Terms transfers or assigns any Intellectual Property Rights in the Services to you.

(c)All rights in and to the Services that are not expressly granted to you under these Terms are reserved by us and our licensors.

10.2Licence

(a)Subject to your compliance with these Terms and payment of all applicable Fees, we grant you a limited, non-exclusive, non-transferable and non-sublicensable right, for the duration of your Subscription, to access and use the Services:

(i)for your internal business purposes; and

(ii)where you are an Accountant, for the purpose of providing services to your Clients in accordance with these Terms.

(b)You may permit your Authorised Users and, where applicable, Clients to access and use the Services to the extent permitted by your Subscription and these Terms. Any such access does not amount to a transfer, assignment or sublicence of our Intellectual Property Rights.

10.3Customer data

(a)As between you and us, you or the relevant Client retain all rights, title and interest in and to the Customer Data.

(b)You grant us, and instruct and authorise us to exercise, the limited rights necessary to host, store, copy, transmit, access and otherwise process Customer Data for the purposes of:

(i)providing, operating, supporting, securing and maintaining the Services;

(ii)complying with your instructions and our obligations under these Terms; and

(iii)carrying out any other processing permitted under the Data Processing Agreement.

(c)We do not acquire ownership of Customer Data by virtue of these Terms or your use of the Services.

10.4Feedback

If you voluntarily provide us with any feedback, comments, ideas or suggestions relating to the Services, you grant us the right to use them for the purpose of developing, improving and operating our products and services without payment or other obligation to you. This clause does not give us any additional right to use Customer Data or your Confidential Information except as otherwise permitted under these Terms or the Data Processing Agreement.

10.5Definition

In these Terms, “Intellectual Property Rights” means all present and future intellectual and industrial property rights anywhere in the world, whether registered or unregistered, including copyright and related rights, trade marks, service marks, business and trade names, domain names, design rights, patents, rights in inventions, database rights, rights in software, semiconductor and circuit layout rights, moral rights, trade secrets, know-how, confidential information and other proprietary rights, together with all applications for, and rights to apply for, register, renew, extend or enforce any such rights.

11Suspension and termination

11.1Suspension

(a)We may suspend or restrict your access to all or part of the Services where we reasonably consider it necessary for the reasons stated below:

(i)you have materially breached these Terms, including clause 5 (Acceptable Use);

(ii)any undisputed Fees remain overdue after we have given you reasonable notice requiring payment;

(iii)we reasonably suspect that your Account has been compromised or is being accessed or used without authority;

(iv)your use of the Services is unlawful, fraudulent or creates a material security, regulatory or operational risk;

(v)continued provision of the Services could expose us, another user or a third party to material harm or legal or regulatory liability; or

(vi)suspension is required by Applicable Law, a court, regulatory authority or other competent authority.

(b)Where reasonably practicable, we will notify you before suspending or restricting access and provide the reason for the suspension. We may act immediately where prior notice would reasonably be expected to increase a security, legal, regulatory or operational risk.

(c)We will limit any suspension to the extent and duration reasonably necessary and will restore access once the circumstances giving rise to the suspension have been resolved.

11.2Termination for breach

(a)Either party may terminate these Terms and the affected Subscription by written notice if the other party:

(i)commits a material breach of these Terms that cannot be remedied; or

(ii)commits a material breach that is capable of remedy and fails to remedy that breach within 30 days after receiving written notice requiring it to do so.

(b)We may also terminate the affected Subscription if any undisputed Fees remain unpaid for 30 days after we have given you written notice requiring payment.

(c)Suspending your access under clause 11.1 does not prevent us from terminating the Subscription under this clause where the applicable grounds for termination are satisfied.

11.3Expiry, non-renewal and discontinuation

(a)You may prevent your Subscription from renewing by cancelling it in accordance with clause 6 (Fees and Payment) of these Terms. Unless otherwise stated, cancellation will take effect at the end of the current Subscription Period.

(b)We may elect not to renew your Subscription by giving you at least 30 days' notice before the applicable renewal date.

(c)We may discontinue the Services, or a material part of them, by giving you reasonable advance notice. Where we terminate a prepaid Subscription before the end of its current Subscription Period for this reason, and the termination is not caused by your breach of these Terms, we will refund any Fees paid in advance that relate to the period after termination.

11.4Insolvency

Subject always to Applicable Law:

(a)you may terminate these Terms immediately by written notice if we cease carrying on business, enter liquidation or administration, have a receiver or administrator appointed over all or a material part of our assets, or become subject to an insolvency procedure, except where the relevant procedure is undertaken for a solvent restructuring or reorganisation; and

(b)we may exercise any termination, suspension or other rights arising from your insolvency only to the extent that those rights may lawfully be exercised.

11.5Effect of termination

On expiry or termination of your Subscription:

(a)your right to access and use the affected Services will end, except to the extent that you have limited access available for data export, which shall be for a period of 30 days from the date of termination of your Subscription;

(b)all undisputed Fees accrued and payable up to the effective date of termination will become immediately due;

(c)if you terminate under clause 11.2 due to a material breach by us, we will refund any Fees paid in advance for the unused portion of the affected Subscription Period;

(d)if we terminate under clause 11.2 due to a material breach by you, you will not be entitled to a refund of Fees already paid, except where required by Applicable Law;

(e)subject to any applicable retention period and the Data Processing provisions of these Terms, you should export any Customer Data that you are required to retain before your access to the Services ends; and

(f)each party must cease using the other party's Confidential Information, except to the extent that retention is required by Applicable Law or otherwise permitted under these Terms.

11.6Survival

(a)Expiry or termination will not affect any rights, remedies, obligations or liabilities that have accrued before the effective date of termination.

(b)Any clause that by its nature would reasonably be expected to be performed after the termination of these Terms will survive and be enforceable after such termination.

12Privacy and data protection

12.1Privacy

Protecting personal data is important to us. Our Privacy Policy, available at [insert link], explains how we collect and use personal data where we act as a controller, the purposes for which we process it, the lawful bases on which we rely, how long we retain it, who we may share it with, any international transfers, your rights under Data Protection Laws, and how to contact us or the Information Commissioner’s Office if you have a question or complaint.

12.2Data protection

(a)In this clause, “Data Protection Laws” means all applicable laws relating to privacy and the processing of personal data in the United Kingdom from time to time, including the UK GDPR, the Data Protection Act 2018, the Data (Use and Access) Act 2025 to the extent that it amends or supplements applicable data protection legislation, and any regulations or legislation that amend, replace or supplement them. The terms controller, processor, personal data, process, processing, data subject and personal data breach have the meanings given to them under the Data Protection Laws.

(b)The parties acknowledge that their respective roles under the Data Protection Laws will depend on the nature and purpose of the relevant processing.

(c)Where we determine the purposes and means for which personal data is processed in connection with operating our own business, we act as a controller. This may include processing personal data for purposes such as:

(i)registering and administering Accounts;

(ii)managing Subscriptions, billing and payments;

(iii)authenticating users and maintaining the security and integrity of the Services;

(iv)providing service, administrative and support communications;

(v)monitoring and improving the operation and performance of the Services;

(vi)preventing fraud, misuse and security incidents;

(vii)complying with our legal and regulatory obligations; and

(viii)managing a corporate transaction, restructuring, financing or sale of all or part of our business or assets.

(d)Our processing as a controller is further described in our Privacy Policy.

(e)Where we process personal data contained in Customer Data on your behalf in providing the Services, we act as a processor and you act as the controller, unless you are yourself processing that personal data on behalf of a Client, in which case we may act as your sub-processor.

(f)Processing carried out by us as a processor or sub-processor is governed by our Data Processing Agreement (DPA), available at [insert link], which is incorporated into these Terms.

(g)We may appoint third-party service providers to process personal data on our behalf as sub-processors in accordance with the DPA. A current list of our sub-processors is available at [insert sub-processor link].

(h)Where you provide personal data to us or instruct us to process personal data on your behalf, you are responsible for ensuring that:

(i)you have all rights, permissions, lawful bases and authority required under the Data Protection Laws to collect and process that personal data and to instruct us to process it;

(ii)any information or notices required to be provided to the relevant data subjects have been provided; and

(iii)your instructions to us comply with the Data Protection Laws.

(i)Each party must comply with the Data Protection Laws applicable to it in connection with the Services.

13Confidentiality

13.1Confidentiality obligations

(a)Each party (Recipient) must keep confidential all non-public commercial, technical, financial or other information disclosed to it by the other party (Discloser) that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure (Confidential Information).

(b)The Recipient must:

(i)use Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms; and

(ii)disclose it only to its employees, contractors and professional advisers who need to know it for that purpose and who are subject to appropriate confidentiality obligations.

13.2Exclusions

Confidential Information does not include information that the Recipient can demonstrate:

(a)is or becomes publicly available other than through a breach of these Terms;

(b)was lawfully known to the Recipient without restriction before it was disclosed;

(c)is lawfully received from a third party without an obligation of confidentiality; or

(d)was independently developed without using the Discloser's Confidential Information.

13.3Required disclosures

(a)The Recipient may disclose Confidential Information where required by Applicable Law, a court or a competent regulatory authority. Where legally permitted and reasonably practicable, the Recipient will notify the Discloser before making the disclosure.

(b)Customer Data will additionally be handled in accordance with clause 13 and the Data Processing Agreement.

14Service availability

14.1Availability

(a)We will use reasonable care and skill in providing the Services but do not guarantee that they will be available continuously or without interruption or error, or that any calculation, categorisation, suggestion, automated output or filing prepared or facilitated through the Services will be accurate, complete or suitable for any particular accounting, tax or compliance purpose.

(b)Access to all or part of the Services may be interrupted or restricted as a result of maintenance, updates, security measures, failures of Third-Party Services, telecommunications or infrastructure failures, or circumstances outside our reasonable control.

(c)Where reasonably practicable, we will seek to minimise disruption caused by planned maintenance.

14.2Service levels

(a)Any specific commitment relating to availability, uptime, support response times or other service levels will apply only where expressly agreed between you and us in a separate written service-level agreement.

(b)Any remedies for a failure to meet an agreed service level will be limited to those expressly set out in that service-level agreement.

15Security

We do not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Services. You should take your own precautions to ensure that the process which you employ for accessing the Services does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

16Warranties and disclaimers

16.1Warranties

We warrant that:

(a)we have the right and authority to enter into these Terms and provide the Services; and

(b)we will use reasonable care and skill in providing and operating the Services in accordance with these Terms.

Except as expressly stated in these Terms, and to the fullest extent permitted by Applicable Law, the Services are provided on an “as is” and “as available” basis, and we exclude all other warranties, conditions, representations and terms, whether express or implied, including any implied terms as to satisfactory quality, fitness for a particular purpose, accuracy or completeness of outputs, and non-infringement, except to the extent that any such term cannot lawfully be excluded.

16.2Service limitations

(a)The Services are provided as software tools to assist with accounting, bookkeeping, tax and compliance processes. They do not constitute accounting, tax, legal, financial or other professional advice and do not replace your own review, judgement or professional responsibilities.

(b)We do not warrant or represent that:

(i)the Services will be uninterrupted, continuously available, secure or free from errors or defects;

(ii)all errors or defects will be identified or corrected;

(iii)any calculation, categorisation, reconciliation, extraction, suggestion, report, draft return, computation or other output generated or assisted by the Services will be accurate, complete or appropriate for your particular circumstances;

(iv)the Services will identify every accounting, tax, regulatory, compliance or financial issue;

(v)the Services will meet all of your particular business or technical requirements;

(vi)use of the Services will ensure compliance with any legal, accounting, tax, regulatory or filing obligation;

(vii)any submission made through the Services will be accepted, processed or approved by HMRC, Companies House or any other authority; or

(viii)use of the Services will result in any particular tax, accounting, regulatory, financial or commercial outcome.

16.3Third-Party Services

To the extent that the Services depend on or integrate with a Third-Party Service, we do not warrant the availability, accuracy, performance or continued operation of that Third-Party Service, except to the extent that we are responsible for it under these Terms or the Data Processing Agreement.

16.4Customer responsibility

You are responsible for reviewing and approving all material information and outputs before relying on them or using them for any accounting, tax, compliance or filing purpose, in accordance with clause 4.

16.5Implied terms

(a)To the fullest extent permitted by Applicable Law, all warranties, conditions and other terms that might otherwise be implied by statute, common law or otherwise are excluded.

(b)Nothing in this clause excludes or limits any warranty, condition or other obligation that cannot lawfully be excluded or limited.

17Liability

17.1Exclusions

(a)Nothing in these Terms shall exclude or limit a party’s liability for (i) fraud, fraudulent misrepresentation or intentional unlawful conduct by a party, (ii) death or personal injury resulting from a party’s negligence, or (iii) any other liability that cannot lawfully be excluded or limited.

(b)Subject to clause 17.1(a), neither party will be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill or reputation, or indirect or consequential loss, arising out of or in connection with these Terms or the Services.

(c)Subject to clause 17.1(a), we will not be liable for any tax, interest, penalty, surcharge, filing failure or other loss to the extent that it arises from:

(i)inaccurate, incomplete or unlawful Customer Data provided by or on behalf of you;

(ii)any output (or edits to it), calculation, categorisation, return, computation or filing that you have reviewed and approved, where the relevant error was reasonably capable of being identified through the review required under these Terms;

(iii)your failure to meet a filing, payment or other statutory deadline for which you are responsible;

(iv)your failure to follow the Documentation or reasonable instructions provided through the Services;

(v)the acts, omissions or unavailability of a Third-Party Service outside our reasonable control; or

(vi)the transmission, introduction or presence of any computer virus, malware or other malicious code, except to the extent caused by our breach of these Terms, negligence or failure to implement the security measures we have agreed to maintain,

except, in each case, to the extent that the relevant loss was caused by our breach of these Terms, negligence or other act or omission for which liability cannot lawfully be excluded.

17.2Limitation

(a)Subject to 17.1(a), each party’s total aggregate liability arising out of or in connection with these Terms or the Services, including any liability arising under an indemnity in clause 18, will not exceed the total Fees paid or payable by you for the Services during the 12 months immediately preceding the event giving rise to the liability.

(b)Where you have received the Services for less than 12 months, the cap will be the total Fees paid or payable for the period from the start of your Subscription to the date of the event giving rise to the liability.

(c)Where the Services have been provided entirely without charge, the total aggregate liability of each party will not exceed £100.

(d)This clause does not limit your obligation to pay any Fees or other amounts properly due to us under these Terms.

(e)To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these Terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.

17.3Application of limitations

The exclusions and limitations in this clause apply to all liability arising out of or in connection with these Terms or the Services, however arising, including liability in contract, tort (including negligence), breach of statutory duty and under any indemnity, except to the extent expressly stated otherwise in these Terms or prohibited by Applicable Law.

17.4Events outside our control

We will not be liable for any delay or failure to perform our obligations under these Terms to the extent caused by circumstances beyond our reasonable control, including failures or outages affecting internet, telecommunications, hosting or cloud infrastructure, banking systems, HMRC, Companies House or other government systems, Third-Party Services, cyber-attacks, natural disasters, industrial disputes, acts of government, or other events outside our reasonable control.

18Indemnity

(a)Subject to clause 17, you will indemnify us against liabilities, losses, damages and reasonable legal costs incurred by us as a result of a third-party claim arising directly from:

(i)Customer Data infringing that third party’s Intellectual Property Rights or other proprietary rights;

(ii)your material breach of clause 5 (Acceptable Use);

(iii)your unlawful or fraudulent use of the Services.

(b)Where we seek to rely on the indemnity in clause 18.1, we will:

(i)notify you reasonably promptly after becoming aware of the relevant claim;

(ii)provide you with reasonable information and assistance in relation to the claim; and

(iii)allow you reasonable control of the defence and settlement of the claim,

provided that you must not settle any claim in a manner that admits liability or wrongdoing on our behalf, imposes any obligation on us, or materially prejudices our rights without our prior written consent, such consent not to be unreasonably withheld or delayed.

19Dispute resolution

(a)A party claiming that a dispute has arisen under or in connection with these Terms must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.

(b)A party that requires resolution of a dispute which arises under or in connection with these Terms must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

(c)Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 30 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

20Notices

(a)A notice or other communication to a party under this agreement must be:

(i)in writing and in English; and

(ii)delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of acceptance of these Terms (Email Address). The parties may update their Email Address by notice to the other party.

(b)Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

(i)24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the jurisdiction whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that jurisdiction, unless that falls on a Saturday, Sunday or a public holiday in the jurisdiction whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that jurisdiction; or

(ii)when replied to by the other party,

whichever is earlier.

21General

21.1Governing law and jurisdiction

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation 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 (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.

21.2Third party rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

21.3Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

21.4Severance

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

21.5Joint and several liability

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

21.6Assignment

(a)You shall not assign, novate or otherwise transfer any of its rights or obligations under these Terms without our prior written consent.

(b)Closed Period may assign any of its rights under these Terms without your consent. Closed Period may novate or otherwise transfer its rights and obligations under these Terms to any person in connection with a merger, acquisition, corporate reorganisation, restructuring or sale of all or substantially all of its business or assets, subject to any consent required by applicable law.

21.7Costs

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

21.8Entire agreement

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

21.9Interpretation

(a)(singular and plural) words in the singular includes the plural (and vice versa);

(b)(gender) words indicating a gender includes the corresponding words of any other gender;

(c)(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(d)(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(e)(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(f)(this agreement or these Terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(g)(headings) headings and words in bold type are for convenience only and do not affect interpretation;

(h)(includes) the word “includes” and similar words in any form is not a word of limitation;

(i)(written or in writing) includes communication via email; and

(j)(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.