Terms and Conditions

GENERAL TERMS AND CONDITIONS

The parties have agreed that these General Terms and Conditions and the relevant Order Confirmation(s) will collectively make up the Agreement (as more particularly defined below) and will apply to the supply of Fast Reconcile Products, technical support and Professional Services by Us to You.

DEFINITIONS AND INTERPRETATION

In this Agreement the following expressions shall have the following meanings:

“Agreement”:

means the Agreement, as described above and formed in accordance with clause 1.4 of Schedule 1;

“API”:

means an Application Programming Interface, either between Fast Reconcile Products or a Fast Reconcile Product and a third-party product;

“Audit Conditions”:

means the terms and conditions as updated from time to time pertinent to You (or a third party authorised by You) auditing Us

“Authorised Users”:

means:

if You are a Partner, any directors, partners, employees, agents and/or independent contractors of Yours or a Permitted User (and not an employee of any of Your group companies) that You have authorised to use a Fast Reconcile Product; or
if You are a Client, any employee of Yours;

“Bank Statement Extraction”:

means the optical character recognition data extraction tool that extracts data from bank statements and makes it available to download in a range of formats that are compatible with different accounting software;

“Client”:

means You and Your Authorised Users as users of the Fast Reconcile Products, if You are a business owner who is not a Partner;

“Confidential Information”:

means any information, however conveyed or presented that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information clearly designated by the party as being confidential to it (whether or not it is marked “confidential information”), or which ought reasonably be considered to be confidential. Confidential information shall not however, include any anonymised or aggregated data or information that We may create or derive from observing how You use the Fast Reconcile Products;

“Customer Data”:

means any of the data owned by (i) You, if You are a Client, or by (ii) Your Permitted Users if You are a Partner and in each case which is provided to Us or inputted to the Fast Reconcile Products in connection with this Agreement (including by Us on Your behalf);

“Documentation”:

means documents or online help (provided in any media) relating to the Fast Reconcile Products which may be updated from time to time including but not limited to that made available (i) online www.fastreconcile.com , or to (ii) You by Us via email;

“Event of Insolvency”:

means the situation in which a party becomes insolvent, has an insolvency practitioner appointed over the whole or any part of its assets, enters into any compound with creditors, or has an order made or resolution for it to be wound up (otherwise than in the furtherance of a scheme for solvent amalgamation or reconstruction), or an analogous event occurs in respect of a party in any jurisdiction to which that party is subject;

“Fees”:

means the fee(s) specified in an Order Confirmation and any other fees, charges costs and expenses paid or payable under this Agreement by You as may be amended from time to time by Us in accordance with these Terms and Conditions;

“Further Term”:

means (i) if You pay for Your Package on a monthly basis, on an (ii) annual; or (iii) if You are on a multi-year deal, for subsequent 12-month periods, in each case starting at the end of the Initial Term or, to the extent applicable, such other date as specified in the Order Confirmation;

“HMRC”:

means His Majesty’s Revenue and Custom;

“Initial Term”:

means (i) if You pay for Your Package on a monthly basis, (ii) if You pay for Your Package on an annual basis and (iii) if You are on a multi-year deal, the period set out in Your Order Confirmation, in each case starting on the Start Date or, to the extent applicable, such other date as specified in the Order Confirmation;

“Intellectual Property Rights”:

means all intellectual and industrial property rights, including patents, trademarks, logos, brand, company names, rights in databases, rights in designs, inventions, discoveries, know-how and copyrights (including rights in computer software) (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;

“Line Item Extraction”:

means the tool which extracts each of the individual purchases that are listed in receipts, bills and invoices;

“Licence Term”:

means the Initial Term plus any applicable Further Term;

“Licence”:

means the permission granted to the Licensee to use the Fast Reconcile Products on the terms of this Agreement during the Licence Term or any Trial;

“Licensee”:

means You and/or Your Permitted Users;

“Limits”:

means any usage restriction applicable to the Fast Reconcile Products (or part thereof), as set out in an Order Confirmation or otherwise notified to You from time to time including by way of email;

“Local Entity”:

means the Fast Reconcile Software Limited: a limited company registered in England and Wales with registered number 15376004

“Notice”:

means notice given in accordance with clause 10.10 of Schedule 1. For the avoidance of any doubt, the obligation to notify as used throughout this Agreement is an obligation to provide Notice, unless expressly stated to the contrary;

“Order Confirmation(s)”:

means each order confirmation specifying the Fast Reconcile Products to be supplied under this Agreement. For the avoidance of doubt, an order (or anything synonymous with the same) pertaining to the Fast Reconcile Products and either (i) sent by email to You outlining the order that You have confirmed, or (ii) signed by both Us and You will be considered an Order Confirmation for the purposes of this Agreement. We and You acknowledge that Order Confirmations prepared by Us and sent by email to You do not require signature;

“Package”:

means some combination of Fast Reconcile Product(s) sold in Bundles for the price(s) and term set out, agreed and confirmed in an Order Confirmation;

“Partner”:

means You and Your Authorised Users, where You are an accountancy or bookkeeping firm;

“Permitted Users”:

means:

if You are a Partner, You and Your clients that You permit to use the Fast Reconcile Product(s) as a licensee;
if You are a Client

“Trial Period”:

means the limited time period during which We shall provide the relevant Fast Reconcile Products as part of a Trial, as set out in an Order Confirmation;

“Trial”:

means, upon Your request, Us providing You with access to the relevant Fast Reconcile Products with either limited functionality or for a Trial Period so that You can trial, demo or pilot those Fast Reconcile Product(s) to determine if they meet Your requirements or before determining if You wish to purchase a Licence for any of those Fast Reconcile Product(s).

“We (Fast Reconcile, Us, Our)”:

means Your Local Entity; and

“You (Your)”:

means the customer as set out in the relevant Order Confirmation, being either a Partner or a Client.

SCHEDULE 1: Core Terms

CHOOSING THE FAST RECONCILE PRODUCTS AND ORDER CONFIRMATION
1. Unless You have chosen a Trial, You select the Fast Reconcile Product(s) which is suitable for Your intended use based on the information that You provide to Us.
2. You then place Your order. Each order is an offer by You to buy the relevant Fast Reconcile Products in a Package or on a pay-as-you-go basis, subject to these General Terms and Conditions.
3. Please check your order or any quote carefully before confirming it. You are responsible for ensuring that Your order and any related quote is complete and accurate.
4. Once You have placed Your order, Our acceptance of Your order takes place when We have (i) received Your payment details via Our payment platform and (ii) successfully processed payment of Your order. We will then send You an Order Confirmation at which point and on which date the Agreement between You and Us will come into existence (“Start Date”). The Agreement will relate only to those Fast Reconcile Products confirmed in the Order Confirmation, and You are responsible for making sure that Order Confirmation is complete and accurate.
5. The Agreement is for the Initial Term and will automatically continue for consecutive Further Terms or as set out in an Order Confirmation unless terminated in accordance with clause 6 of this Schedule 1.
6. For the supply of further Fast Reconcile Products, You can make a new order, which if We accept, will either amend the existing Agreement between Us or start a new Agreement, as specified in the Order Confirmation.
7. Unless expressly stated otherwise in the Order Confirmation, all Order Confirmations will be governed by the latest version of Our Terms and Conditions (as amended from time to time) available at www.fastreconcile.com
8. If there is any conflict or inconsistency between any provision of these General Terms and Conditions and any Order Confirmation, the Order Confirmation shall prevail.
9. Any terms and conditions put forward by You in any order form, purchase order or any other document which purports to place terms and conditions on Us and/or the Fast Reconcile Products provided in accordance with these General Terms and Conditions or the content of the Agreement are not binding in any circumstances and are explicitly rejected by Us.
FEES, PAYMENT AND CHANGES TO PACKAGES
1. Unless You have chosen a Trial, You agree to pay the Fees in accordance with the terms specified in each Order Confirmation and without deduction or set off. All Fees will be payable in Your local currency or a currency specified by Us in the Order Confirmation. All Fees are non-cancellable and non-refundable.
2. All Fees and other charges are exclusive of applicable taxes, such as VAT and other local taxes, charges and levies imposed on Your use of the relevant Fast Reconcile Products, for which You are responsible. We will add these and all applicable local taxes at the appropriate rate depending on Your location.
3. You will be invoiced by Our Local Entity, or responsible for, the jurisdiction in which You are located.
4. In the event of excess usage above a Limit by You or Your Permitted Users, We reserve the right to:
  1. invoice You for the excess usage as set out in Your Order Confirmation; and
  2. increase the relevant Fees by Upgrading.
5. We further reserve the right to increase Our Fees at any other time provided that the increase will not take effect until the start of any Further Term and provided You have been provided with at least one month’s notice.
6. If We have applied any discounts to the Fast Reconcile Products in Your Order Confirmation, at the conclusion of the Initial Term or any Further Term to which the discount(s) has been applied, We reserve the right to charge the then current list price for any subsequent Further Term(s).
7. We reserve the right to:
  1. suspend the supply of and/or access to the any of the Fast Reconcile Products to You where any amounts owed by You are overdue (except for Fees being disputed reasonably and in good faith), or You fail to pay or to provide valid banking details that enable Us to charge the full amount of any outstanding Fees and charges due or You fail to pay Us any sums owed for the relevant Fast Reconcile Products for any reason until all such amounts have been paid in full (together with any accrued interest); and/or
  2. if You remain in default for more than 30 days after being notified in writing to make such payment, then We may terminate the Agreement between Us and You with immediate effect.
  3. Interest shall be payable on overdue amounts at a rate of 2% per annum above the Libor GBP 3 months. For the avoidance of doubt, all disputes must be raised in advance of the payment due date. We will provide prior notice of Our intention to restrict Your account by email to Your registered email address or via the Fast Reconcile Product itself. You will not be able to access all of the features in Your account, and if You do not use Your account within 9 months then, subject always to clause 6 of Schedule 1, Your account may be deleted.
8. Subject to clause 2.4, You can Upgrade or Downgrade Your Package. Any change will become effective:
  1. in respect of any Upgrade, including by adding Add-ons to Your Package, immediately, and the Fee payable by You in respect of the then current Licence Term shall be increased to reflect the Upgrade on a pro rata basis until its expiry; and
  2. in respect of any Downgrade, from the expiry of the current Licence Term provided You have given Us written Notice of at least the relevant notice period specified in clause 6.1 of Schedole 1 prior to the end of the then current Licence Term. Downgrading Your Package may result in the reduction of Permitted Users, Authorised Users, Add-Ons or other Fast Reconcile Products previously available to You and Your Authorised Users and/or Permitted Users.
9. Fees are payable:
  1. For Your Package monthly.
  2. On an annual basis
10. If You wish to terminate Your agreement with Us, You may do so, however any Fees shall continue to be due and payable until the date upon which the Licence Term terminates or expires.
USE OF FAST RECONCILE PRODUCTS
1. The right to use (whether by Licence or otherwise) the Fast Reconcile Products is granted to You and any applicable Permitted Users, each as identified by their unique client reference number.
2. The Fast Reconcile Products may be used by Permitted Users and as a result these General Terms and Conditions shall apply to Your Permitted Users whether or not they enter into their own separate Agreement with Us. However, You shall be fully liable for each Permitted User’s compliance with the relevant terms of this Agreement, including but not limited to this clause 3 of Schedule 1. Any acts and or omissions of the Permitted User shall be treated as an act and or omission of Yours. You shall immediately notify Us if You become aware of any breach of the terms of this Agreement by You or a Permitted User.
3. You will ensure that all Authorised Users comply with Your obligations under this Agreement, including Our Fair Use Policy, and that the terms of any agreement entered into between You and an Authorised User for the use of the Fast Reconcile Products are consistent with this Agreement. You shall immediately notify Us if You become aware of any violation of Your obligations under this Agreement by an Authorised User and You will immediately terminate such Authorised User’s access to the relevant Fast Reconcile Product.
4. You acknowledge that the use of the Fast Reconcile Products may be restricted by Limits. It is Your responsibility to ensure that You and Your Permitted Users do not exceed the Limits set out in Your Order Confirmation.
5. When using the Fast Reconcile Products, You shall comply with Our Fair Use Policy by, for example, only using the Fast Reconcile Products to request a reasonable volume of pages for extraction. You shall immediately notify Us if You become aware of any breach of Our Fair Use Policy by You, any Authorised User or Permitted User.
6. You shall ensure the security and confidentiality of all log-on identifiers, including usernames, passwords or any other credentials, assigned to, or created by, You or any Authorised User in order to access or use any Fast Reconcile Product (an “ID”). You acknowledge and agree that You will be solely responsible for all activities that occur under such ID. You shall promptly notify Us upon becoming aware of any unauthorised access to or use of any Fast Reconcile Product and provide all reasonable assistance to Us to bring an end to such unauthorised access or use. Your ID is for Your internal use only and You may not sell, transfer or sublicense any ID to any other entity or person, except that You may disclose ID to Authorised Users in accordance with this Agreement.
7. You shall designate one contact and one alternate as the responsible party for communication with Us during any term of this Agreement (“Your System Administrator”). You may amend Your System Administrator by Notice to Us from time to time.
8. You acknowledge that You have no right to have any Fast Reconcile Product in source code form or in unlocked coding of any kind. You agree that You must not attempt to (nor permit any third party, or agree to use any systems, process or software) intended to in any way remove or circumvent any security devices present within a Fast Reconcile Product.
9. Except to the extent such actions cannot be prevented, You, any Authorised User and any Permitted User, shall not (nor permit any third party to) disassemble, decompile, modify, support, maintain, adapt, reverse engineer, merge or make error corrections to any Fast Reconcile Product, in whole or in part, or in any way expose the source code, instruction sequences, internal logic, protocols, or algorithms of any Fast Reconcile Product. Nothing in this clause shall prevent You from configuring interfaces and other elements in a Fast Reconcile Product which are intended by the parties to be configured by You.
10. You shall:
  1. obtain and maintain all necessary licences (excluding licences to the software used by Us to deliver the Fast Reconcile Products), consents, and permissions necessary for Us, Our contractors and agents to perform Our obligations under this Agreement, including without limitation the Fast Reconcile Products;
  2. ensure that Your network and systems comply with the relevant specifications provided by Us or made available by Us through Our website from time to time;
  3. be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing Your network connections and telecommunications links from Your systems to Our data centres, and for 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. You shall not:
  1. access, store, distribute or transmit any worms, trojan horses, viruses and other similar things or devices, or any material during the course of Your use of the Fast Reconcile Products that:
    - is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    - facilitates illegal activity;
    - depicts sexually explicit images;
    - promotes violence;
    - is discriminatory based on race, national origin, gender, colour, religious belief, sexual orientation or disability; or
    - is otherwise illegal or causes damage or injury to any person or property, and We reserve the right, without liability or prejudice to Our other rights to You, to disable Your access to any material that breaches the provisions of this clause.
  2. licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Fast Reconcile Products and/or Documentation available to any third party (other than to Your Permitted Users); or
  3. attempt to obtain, or assist third parties in obtaining, access to the Fast Reconcile Products and/or Documentation, other than for Permitted Users or as otherwise provided for under this clause 3; or
  4. perform penetration testing on any Fast Reconcile Product.
12. We shall have the right to inspect Your use of the Fast Reconcile Products, which may include without limitation, allowing Us to review things such as Permitted Users, Authorised Users and similar, for the purposes of ensuring that You are complying with the terms of this Agreement. In carrying out such an inspection We will comply with any reasonable restrictions You require, and We will only request such an inspection where We believe We have reasonable cause to do so. In the event that You have unauthorised copies of the Fast Reconcile Products, without prejudice to any other rights or remedies that We may have, You shall pay an additional fee to Us in respect of any such unauthorised copies calculated by reference to the standard list price prevailing at the date of invoice in respect of such Fast Reconcile Product.
13. You acknowledge that the Fast Reconcile Products are provided on an “as is” basis and have not been prepared to meet Your individual requirements. It is Your responsibility to ensure the Fast Reconcile Products meet Your requirements.
14. We make no representations, warranties or guarantees in respect of the Fast Reconcile Products, whether in respect of its availability, performance, quality, accuracy, suitability or its appropriateness for Your or Your Permitted Users’ needs or otherwise.
15. We reserve the right to amend any aspect of the Fast Reconcile Products from time to time if required by any applicable statutory or regulatory requirement or to improve the Fast Reconcile Products. Any such improvement will not materially adversely affect the nature or performance of the Fast Reconcile Products.
16. We do not warrant that:
  1. Your use of the Fast Reconcile Products will be uninterrupted or error-free; or
  2. that the Fast Reconcile Products, Documentation and/or the information obtained by You through the Fast Reconcile Products will meet Your requirements.
17. We are 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 Fast Reconcile Products and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications networks and facilities.
18. You indemnify Us against any loss or damage We incur as a result of Your breach of this clause 3 or any other term of this Agreement.
CUSTOMER DATA
1. As between Us and You, You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. You consent to Our use and Our hosting provider’s use of the Customer Data for the purposes of providing the Fast Reconcile Products. For the avoidance of doubt, if You are a Partner, it is acknowledged that the actual owner of the relevant Customer Data may be Your Permitted User and that is whom We will return Customer Data to in accordance with Our Data Processor Agreement upon request. We are not liable or responsible for the ownership of any Customer Data as between You and Your Permitted Users and it is Your responsibility to maintain any copies of Your Customer Data as necessary to comply with applicable laws including those laws related to audit and record keeping requirements for invoices.
2. You indemnify Us against any loss or damage We incur as a result of, or in connection with, any third-party claim alleging that any of the Customer Data infringes or misappropriates that third party’s intellectual property rights and will promptly pay Us the amount of any adverse judgment or settlement together with Our reasonable legal fees in relation to such a claim.
3. In the event of any loss or damage to Customer Data, Your sole and exclusive remedy against Us shall be for Us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Us. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Us to perform services related to Customer Data maintenance and back-up).
INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Fast Reconcile Products and associated Documentation, belong at all times to Us or Our licensors.
2. Nothing in this Agreement shall transfer any Intellectual Property Rights in or arising from the Fast Reconcile Products or Documentation to You but that these shall remain vested in Us or Our licensors. No rights to use any such Intellectual Property Rights are granted, except as expressly stated in these General Terms and Conditions or the relevant Order Confirmation. If, notwithstanding this, any Intellectual Property Rights in or arising from the Fast Reconcile Product and/or Documentation are acquired by You (including any new Intellectual Property Rights), You hereby assign (and to the extent that any such Intellectual Property Rights are not capable of such assignment, agree to hold on trust) and agree to do all such things and sign all such documents as We may reasonably require in respect of the assignment of all such Intellectual Property Rights to Us or Our licensors as may be appropriate.
3. We warrant that We are not aware that the Fast Reconcile Product(s) any Documentation, information, data, computer facilities or material that We supply, or Your use of the same in accordance with the terms of this Agreement will infringe any third party’s Intellectual Property Rights but We have not carried out any investigation into the same.
4. Any claim that Your use of the Fast Reconcile Product(s) any Documentation, information, data, computer facilities or material that We supply, infringes a third party’s Intellectual Property shall be an “Infringement Claim”. If an Infringement Claim is alleged or threatened against either You or Us, or if We believe that the Fast Reconcile Product or the Documentation or any part thereof may infringe any third party’s copyright or UK registered patent (effective at the date of this Agreement), We may, at Our sole option: (i) procure such licence, authorisation or consent as is necessary to enable Your continued use of the Fast Reconcile Product and/or the Documentation; (ii) modify or replace the same as necessary to avoid infringement without any material adverse effect to the functionality of the Fast Reconcile Product; or (iii) terminate this Agreement and/or the affected Order Confirmation and refund an amount equal to the unused portion of any Fees pre-paid in respect of the Licence to use the Fast Reconcile Product and/or Documentation, as the case may be. This will be Your sole and exclusive remedy with respect to any Infringement Claim.
5. All Intellectual Property Rights in the Customer Data that belong to You or Your Permitted Users or licensors (“Your IP”) shall remain with You, You hereby provide to Us a non-revocable, non-transferable (save to any of Our Sub Processors or subcontractors), non-exclusive licence for the Licence Term to copy, modify and otherwise use Your IP insofar as is strictly necessary for Us to provide You with the Fast Reconcile Product.
TERMINATION AND SUSPENSION
1. You may terminate an Order Confirmation (and, if applicable, this Agreement) at the end of the Initial Term or Further Term (as applicable) by giving Us 30 days’ Notice in advance.
2. If a party is in material breach of its obligations (which is capable of remedy) (the “Defaulting Party”) under this Agreement the other party (the “Non-Defaulting Party”) must provide Notice to the Defaulting Party providing the Defaulting Party 30 days to remedy the material breach. If the material breach is not remedied the Non-Defaulting Party may, without prejudice to its other rights and remedies and at its option, terminate the Agreement or any affected element of the Fast Reconcile Product (provided such Fast Reconcile Product can be effectively severed from the other Fast Reconcile Products) by a further Notice to the Defaulting Party, such termination to be effective immediately on receipt of the further Notice (unless expressly agreed otherwise (in writing) between the parties).
3. Either party may terminate this Agreement with immediate effect on Notice if the other party is subject to an Event of Insolvency or in the event of a material breach incapable of remedy.
4. Without affecting any other right or remedy We may have under this Agreement We reserve the right to:
  1. cancel Your subscription and delete Your account without notice if neither You nor any of Your Authorised Users have accessed Your account or used any of the Fast Reconcile Products for at least 3 consecutive months. Each of Your Permitted Users will be considered as an independent and separate account for the purpose of calculating the inactive period;
  2. suspend or cancel the provision of Fast Reconcile Products and/or Documentation to You and/or Permitted Users from time to time at Our sole discretion; and
  3. terminate this Agreement immediately if You undergo a change of Control, or otherwise at any time by giving 30 days’ Notice.
5. The termination of this Agreement or any Order Confirmation in whole or in part for whatever reason shall not affect any provision of this Agreement which is expressed, or by its nature, implied to continue, survive or come into force in the event of such termination. Upon termination of this Agreement in whole or in part for any reason:
  1. You shall (without prejudice to any other rights and remedies) promptly pay to Us all Fees which are due or outstanding in respect of part of the Agreement or Order Confirmation that has been terminated;
  2. the parties shall, upon the request of the other, either delete or return any Confidential Information, save for nothing will prevent either party from retaining any Confidential Information as may be required by applicable law or internal retention policies;
  3. You and Your Permitted Users shall cease using the Fast Reconcile Products and shall, at Our request, return or destroy as soon as reasonably practicable any copies of the Fast Reconcile Product(s) or Documentation subject to such termination;
  4. We will action Your instruction pertaining to the return or deletion of Your personal data.
  5. We may at Our discretion still provide You with access to the Fast Reconcile Products and/or Documentation provided that:
    - You only use the Fast Reconcile Products to retrieve any of Your Customer Data in accordance with the terms of this Agreement;
    - You access and use the Fast Reconcile Products entirely at Your own risk and therefore We shall not be liable for any claim, damages or other liability arising from or in connection with Your use of the Fast Reconcile Products post termination; and
    - We reserve the right to revoke all access to Your account, thus preventing You from accessing the Fast Reconcile Products without Notice.
  6. We may destroy or otherwise dispose of any of the Customer Data in Our possession, unless We receive, no later than ten days after the date of the termination of this Agreement, a written request for the delivery to You of the then most recent back-up of the Customer Data. We shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of receipt of such a written request, provided that You have, at that time, paid all Fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Us in returning or disposing of Customer Data.
CONFIDENTIAL INFORMATION
1. Each party may be given access to Confidential Information from the other party either in pre-contractual discussions or in order to perform its obligations or receive delivery under this Agreement. Confidential Information will not be deemed to include information that:
  1. is or becomes publicly known other than through any act or omission of the receiving party;
  2. was in the other party’s lawful possession before the disclosure;
  3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
  4. is independently developed by the receiving party, which independent development can be shown by written evidence;
2. Subject to clause 7.4 below, each party will hold the Confidential Information in confidence and not make the Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than as contemplated by this Agreement.
3. Each party may disclose the other party’s Confidential Information to its employees, agents and sub-contractors only as reasonably required to perform its obligations under this Agreement and shall procure that any employees, agents or sub-contractors to whom such information is disclosed enter into written confidentiality obligations in respect of such Confidential Information that are at least as stringent as those in this clause 7.
4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
5. Where Confidential Information is shared pursuant to clause 7.4, neither party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
6. If You receive a request under the Freedom of Information Act relevant to the governing law of this Agreement (the “Act”) which relates to any of the Confidential Information and You are a government body to which the Act applies, You shall consult Us and consider Our responses concerning the said request. In reaching a decision on disclosure You shall take into account its obligations under this Agreement and the representations made in connection with the request by Us.
7. The provisions of this clause 7 will continue notwithstanding the termination of the Agreement.
LIMITATION OF LIABILITY
1. Except as set out in this Agreement, all warranties, conditions and other terms whether express or implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
2. You assume sole responsibility for results obtained from Your use of the Fast Reconcile Products and the Documentation, and for conclusions drawn from such use. We shall have no responsibility or liability whatsoever for: (i) if You are a Partner, any advice You provide to Your Permitted Users or any loss or decisions You or Your Permitted Users make; (ii) if You are a Client, any advice provided to You by any accountant who is linked to Your account in the relevant Fast Reconcile Product or any decisions You or Your accountant make.
3. The total aggregate liability of either party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with this Agreement or any Order Confirmation shall be limited to an amount equal to the Fees paid to Us in the Initial Term or Further Term (as applicable) under the relevant Order Confirmation.
4. Subject to clause 8.5, neither party shall be liable for any misrepresentation (other than fraudulent misrepresentation), loss of profits, loss of business, goods or contract, depletion of goodwill or loss of use (in each case whether direct or indirect), cover or punitive damages, cost or procurement of substitute service nor for any indirect, special, incidental or consequential loss or damage suffered by the other in connection with this Agreement whether an action ins in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages save for nothing shall prevent Us from recovering any direct loss of revenue as a result of Your abandonment or deliberate default of this Agreement. The foregoing disclaimer will not apply to the extent prohibited by law.
5. Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury resulting from negligence; fraud; or any other liability which may not be properly limited or excluded under applicable law nor (for the avoidance of doubt) Your obligation or liability to pay all and any of the Fees under this Agreement.
DISPUTES
1. This clause 9 shall not apply to unpaid undisputed Fees which, for the avoidance of any doubt, shall be deemed to be a material breach
2. Where discussions take place between parties to explore or resolve dissatisfaction such discussions shall take place on a without prejudice basis save for where otherwise expressed to be made on an open basis.
3. In the event of any other dispute, or where the parties agree, any dispute over Fees, the parties agree to the following procedure:
  1. that the representatives for each of Us in relation to the applicable Order Confirmation shall, in the first instance attempt to agree a resolution for such dispute. If after 30 days (or such other time as agreed) such representatives are unable to resolve the dispute each of You and We shall arrange for a senior representative to attend one or more meeting solely in order to resolve the matter in dispute. Such meetings shall be conducted in such manner and at such venue (including a meeting conducted over the telephone) as to promote a consensual resolution of the dispute in question.
  2. If a Dispute is not resolved in accordance with the Dispute Procedure, then such Dispute can be submitted by either party to the English courts.
  3. Nothing contained in this clause 9 shall restrict either party’s freedom to commence summary proceedings to procure or ensure performance of obligations and/or any required action to prevent further damages, preserve any legal right or remedy or to prevent the misuse of any of its Confidential Information.
GENERAL
1. We reserve the right to revise the terms of the Agreement by updating these General Terms and Conditions on Our website. You are advised to check the website periodically for notices concerning such revisions. Your continued use of the Fast Reconcile Products shall be deemed to constitute acceptance of any revised terms.
2. Each provision of this Agreement shall be construed separately and notwithstanding that the whole or any part of any such provision may be held by any body of competent jurisdiction to be illegal invalid or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall continue in full force and effect. Each of Us hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
3. Each party confirms the intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the application of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement or an Order Confirmation. Notwithstanding any Permitted User’s status of Licensee under this Agreement, nothing in this Agreement is intended to create a direct contractual relationship between Us and the Permitted User (other than Us and You). You warrant and undertake that any and all claims arising in connection with this Agreement shall be brought by You. You will indemnify Us for and against all costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against Us as a result of any claim brought against Us by any Permitted User, save for where that Permitted User is bringing a claim in connection with an agreement that Permitted User is a party to, with Us.
4. The construction, validity, and performance of this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales, and each party, subject to clause 9 of Schedule 1, irrevocably submits to the exclusive jurisdiction of the English Courts. As both parties benefit from the certainty of setting out all relevant rights and liabilities, this Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any prior agreements, whether written or oral, made between Us. In entering into this Agreement, You acknowledge and accept that You have not relied on any pre-contractual statement.
5. We may refer to You as a client and as a user of Fast Reconcile Products in Our marketing and public relations materials.
6. With the exception of payment obligations, if due performance of this Agreement by Us is affected in whole or in part by any reason or any event, delay or failure beyond the reasonable control of such party and occurring without that Our fault or negligence, with the exception of strikes or other labour problems involving Our employees, respectively (a “Force Majeure Event”), We shall be under no liability for any loss, damage, injury, or expense of whatever kind, howsoever caused, suffered by the other party due to the affected performance. We shall use reasonable efforts to avoid or overcome the causes affecting performance as soon as it becomes practical to do so.
7. You shall not assign, transfer, charge, hold on trust for another or deal in any other manner with any of its rights or obligations under this Agreement, or purport to do so, without the prior written consent of Us (such consent not to be unreasonable withheld or delayed). We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under this Agreement including to any sister, subsidiary or parent company, or successor in interest in the event of a corporate reorganization, sale or merger.
8. Any failure to exercise or delay by either of Us in exercising a right or remedy arising in connection with this Agreement shall not constitute a waiver of such right or remedy or of any other rights or remedies. No single or partial exercise of any right or remedy provided under these General Terms and Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.
9. In performing its obligations under the agreement, both parties shall comply with all applicable laws, statutes, regulations.
10. Any Notice, claim or demand to be given by either party to the other in connection with this Agreement shall be sufficiently given served or made by: (i) written communication; (ii) in English; (iii) provided by email or letter, where letter sent by pre-paid first class or by following the online prompts on Our website or mobile app; (iv) expressed as a Notice under or with reference to these General Terms and Conditions; and (v) addressed to the attention of the appropriate person within that party. Nothing in the provision shall do away with the service provisions under the Civil Procedure Rules relevant to England and Wales. Notices to Us must be sent to email address notified to You by Us. We will send notices to You to the then current email address on Your account.
11. Where Your Agreement with Us grants You a right to audit Us (or where We otherwise permit the same), that right shall be subject to the following conditions:
  1. You must sign a non-disclosure agreement in terms acceptable to Us prior to undertaking such audit;
  2. You shall give Us no less than 30 days’ Notice that You wish to conduct any audit.
  3. You shall accept documentation (or other evidence) of ours to satisfy any and all audit requirements, except if We agree otherwise explicitly in writing, and in which case further terms will be agreed including details on the conduct of people conducting the audit on Your behalf who must be accompanied by a member of Our Staff at all times whilst on site during the audit (if applicable);
  4. We reserve the right (acting in Our sole discretion) to refuse the sharing of anything which may compromise: (i) the security of Us (including Our Data), Our Customer Data or other customer’s data; or (ii) the rights and freedoms of Our representatives; and
  5. Save for where the Agreement explicitly states otherwise, all audits are subject to a charge on a time and materials basis, at prevailing rates which We will specify in advance.
12. Where You fail to meet any one of the Audit Conditions, We reserve the right to, at Our discretion: a) postpone the audit; b) terminate the audit early; and c) request the immediate deletion or return (at Our request), of any recordings taken without Our prior written consent. Our rights here are without prejudice to any other rights and remedies We may have.

SCHEDULE 2: Product Specific Terms

TRIALS
1. In consideration of and conditional upon You requesting and Us accepting Your request for a Trial as set out in the relevant Order Confirmation, We grant You a non-exclusive, revocable, non-transferable right, without the right to grant sub-licences, to use the relevant Fast Reconcile Products and Documentation that are the subject of the Trial for the relevant Trial Period. Such right shall commence on the provision of the Fast Reconcile Products and shall continue for the Trial Period as set out in the applicable Order Confirmation.
2. We reserve the right to revoke the licence granted under paragraph 1.1, and terminate this Agreement, at any time and without notice by preventing You from accessing the Fast Reconcile Products.
3. You shall use the Fast Reconcile Products and/or Documentation during a Trial strictly in accordance with the terms of this Agreement
4. We shall not be liable for any claim, damages, loss or other liability arising from or in connection with Your use of the Fast Reconcile Products and/or Documentation during the Trial.
5. You understand that in order to use the full functionality of the Fast Reconcile Products, You must make an order with Us for a Licence, in accordance with these General Terms and Conditions.
FAST RECONCILE PRODUCTS
1. In consideration of and conditional upon the full payment of the applicable Fees to Us (on the terms set out in the relevant Order Confirmation) We grant You a non-exclusive, revocable, non-transferable right, without the right to grant sub-licences, to use the Fast Reconcile Product(s) confirmed in the Order Confirmation. Such right shall continue for the Licence Term as set out in the applicable Order Confirmation. This clause 2 shall apply to all Fast Reconcile Products unless expressly stated otherwise.
2. We reserve the right to add, delete, and amend features of the Fast Reconcile Product(s) without notice (including for the avoidance of doubt, turning off or limiting APIs). In relation to any APIs relating to the Fast Reconcile Product(s) that We have changed or discontinued, We will use commercially reasonable efforts to continue supporting the previous version of any API so changed or discontinued for 12 months after the change or discontinuation, except if doing so meeting any of the following criteria: (a) it would pose a security or intellectual property issue or risk; (b) is economically or technically burdensome; or (c) is needed to comply with the law or requests of governmental entities.
3. You understand that certain Fast Reconcile Product(s) are subject to Limit rules set by Us and/or Our licensors who provide those Fast Reconcile Products to You. You may not attempt to override or circumvent any of the usage rules embedded into the Fast Reconcile Products. Any unauthorised reproduction, publication, further distribution, or public exhibition of Fast Reconcile Products.
4. You understand that the Fast Reconcile Products are provided for business use only.
FAST RECONCILE FUNCTIONAL FEATURES

General Terms applying to all Functional Features

In consideration of and conditional upon You requesting and Us accepting Your request for Functional Feature(s) (on the terms set out in the relevant Order Confirmation), We grant You a non-exclusive, revocable, non- transferable right, without the right to grant sub-licences, to use the Functional Feature(s) confirmed in the Order Confirmation.
To use the relevant Feature(s), You must have a Fast Reconcile account and then contact Us to make a request for the Functional Feature(s). You will receive the Functional Feature(s) communicated to You in the Order Confirmation.
Your access to the applicable Functional Feature(s) will commence upon You following the onscreen prompts to place an order for the Functional Feature or by telling Us by phone or email.
At the end of the first and each subsequent monthly period, Your ability to use the relevant Functional Feature will continue automatically for a further month, unless You provide Us with a month’s Notice that You wish to cancel Your ability to use the Functional Feature.
Your ability to use the Functional Feature(s) will end automatically if You cancel Your Fast Reconcile subscription, or Your Fast Reconcile subscription is otherwise terminated under these General Terms and Conditions.
We may, at Our discretion, change the terms of this clause 4 or any aspect of the Functional Feature(s). We will use reasonable endeavours to notify You in advance of any such changes. Your continued use of the Functional Feature(s) after any changes to these terms and conditions constitutes Your acceptance of the changes. If You do not agree to any changes, You may cancel Your ability to use the relevant Functional Feature.

CUSTOMER SUPPORT AND AVAILABILITY

We provide customer support for the Licence Term to all You and Your Permitted Users in relation to Your account, or for billing, technical or other support issues.
Customer support is available via a number of methods including on Our website, via email and chat support. You accept that, although We will use reasonable endeavours to solve problems identified by You, the nature of software is such that no guarantee can be provided that any particular problem will be solved.
Where You purchase or request additional Licences, Add-ons or Functional Features or otherwise expand upon any existing Order Confirmation, any additional purchase shall have the same level of customer support applied to that expanded order.
Our obligation to provide the Technical Support shall not extend to:
1. rectification of lost or corrupted data arising by reason other than Our (or Our suppliers’) negligence;
2. any supported Fast Reconcile Product(s) which has been changed, altered, added to, modified or varied by anyone other than Us;
3. attendance to faults caused by Your failure to use the supported Fast Reconcile Product(s) in accordance with the requirements of the Documentation and/or documentation or manuals supplied with the supported Fast Reconcile Product(s), or caused by operator error or omission;
4. attendance to faults attributable to faults in Your systems or their use or interaction with other software with which the Fast Reconcile Product(s) is not compatible that We have not approved in writing.
5. We shall use commercially reasonable endeavours to make the Fast Reconcile Products available 24 hours a day, seven days a week, except for planned maintenance and unscheduled maintenance

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