Subscription terms and conditions
Reviso Cloud Accounting Limited
1. ACCEPTANCE OF SUBSCRIPTION TERMS AND CONDITIONS
1.1 These subscription terms and conditions ("Terms and Conditions") are accepted by ticking off "I have read and accept the subscription terms and conditions" in the subscription form, or by using the application or services and apply between Reviso Cloud Accounting Limited ("Reviso") and the customer (the "Customer"). If the Customer is a legal person, these Terms and Conditions are accepted on behalf of the Customer. This is a business to business service only and there is no intention to create a contract with any consumer, if you are a consumer and wish to use the Application then first contact us on firstname.lastname@example.org.
1.2 Accounting firms, management agencies and the like may also accept these Terms and Conditions on behalf of the Customer, for example in relation to new subscriptions, and in doing so they represent that they have the necessary authority to do so and that the Customer has been duly informed of these Terms and Conditions prior to acceptance.
2. SUBSCRIPTION TERM AND INVOICING
2.1 The subscription becomes effective upon placement of order and continues to be in effect until terminated in accordance with these Terms and Conditions.
2.2 The first invoicing period runs from the order date to the last day of a calendar quarter. After that, invoicing takes place quarterly in advance, unless otherwise set out in separate agreement or terms for the specific product.
2.3 After placement of order, new customers are entitled to cancel the order free of charge within a period of 14 days.
3. SCOPE AND USE OF SUBSCRIPTION
3.1 In accordance with these Terms and Conditions, the Customer is granted a non-exclusive limited right to use the Reviso accounting program and selected additional modules (collectively the "Application") which are made available online as software as a service only for the purposes described by the Application. The Customer does not acquire the Application or any copy or part and is not granted a licence to implement the Application in any way other than as a software as a service.
3.2 The Customer's subscription entitles the Customer to use the Application for the number of entries, users, additional modules, etc. specified for each product. If the Customer needs further capacity or functionality, then upon use of any additional entries, users or modules by the Customer or upon any acceptance by Reviso of any requested increase to entries, users or modules, the subscription will be upgraded automatically and the Customer shall agree to pay the consequential increase in the subscription at the then current rates for such entries, users and modules.
3.3The Application itself or Reviso's website provides a list of subscription types and selected additional modules. Some functionalities, services and additional modules may be subject to separate terms and conditions, which must be accepted in addition to these Terms and Conditions before use.
3.4 Only the Customer and its advisors are entitled to use the Application, and the Application may not be used for or on behalf of any other parties or for data processing or the provision of services for other parties than the Customer. The Customer agrees to be fully responsible and liable for any third parties that are given access to the Application by the Customer or who use the Customer’s log in details.
3.5 Other than as set out in 3.4, the Customer is not entitled to assign the subscription or grant access to the Application, whether in full or in part, to any third party.
3.6 The Customer shall ensure that the Application is not used in any manner which reflects adversely upon the name, reputation and/or goodwill of Reviso or in breach of any applicable law or regulation.
4. PRICES AND TERMS OF PAYMENT
4.1 The terms of payment are net 8 days after invoice date.
4.2 If the subscription fee is not paid when due, reminder 1 will be sent 7 days after the invoice due date without a reminder fee. If the subscription fee remains unpaid, reminder 2 will be sent 10 days later and a reminder fee of £7.50 will be charged. If payment is not received within 7 days after reminder 2, access to the Application will be blocked. Access to the Application will be unblocked after receipt of payment, unless Reviso has already cancelled the subscription.
4.3 The Customer accepts that invoices and reminders sent by email to the email address provided by the Customer shall be deemed delivered when sent by Reviso.
4.4 The prices, rates and subscription types in force from time to time can be found on Reviso's website and may be changed at the end of each calendar quarter on one month's notice. All prices exclude VAT which shall be applied at the prevailing rate.
4.5 Customer acknowledges and accepts that the Application is subject to a costly and continuous technical development and updating process necessary to ensure and improve all its functionalities as well as compliance with applicable laws. Therefore, in partial derogation to previous paragraph 4.4, when in the course of the term of the agreement exceptional circumstances (such as new laws or regulations having a significant impact on the operation of the Application) make the Application's development and updating activities more difficult and more costly, Reviso shall be entitled to request without prior notice to the Customer the payment of a one-off fee to be charged in the following invoice, in addition to the subscription fee already agreed with the Customer.
5.1 By using the Application, the Customer may terminate the subscription, reduce the services subscribed to and remove additional modules each with effect from the last day of the current calendar quarter (unless otherwise stated in the description or terms and conditions applying to the specific service or module).
5.2 Reviso is entitled to terminate the subscription at the end of any calendar quarter by giving more than 6 months’ notice or immediately on written notice if the Customer commits a material breach of these Terms and Conditions or becomes insolvent or has a receiver or administrator appointed over its assets.
6. CUSTOMER DATA
6.1 As between the parties, the Customer shall own any and all data it provides to Reviso or the Application. The Application permits the Customer to export records and data held by the Application and the Customer agrees to export any and all data prior to termination of the subscription. Where the subscription expires or is terminated by the Customer, Reviso shall use reasonable commercial endeavours to permit the Customer to use the export function in the period of 10 days after such termination.
6.2 Reviso reserves the right to delete Customer data 90 days after termination of the subscription regardless of the reason for termination, and Reviso is not obligated to store any Customer data after such time.
6.3 Reviso shall be entitled to store Customer data after termination in anonymised form for statistical and analytical purposes only.
6.4 Reviso may disclose Customer data to third parties and public authorities where such disclosure in Reviso’s opinion is justifiable and reasonable, e.g. to avoid a loss of value, including in connection with judgments, public authority orders, the Customer's bankruptcy, death or the like.
7. OPERATIONAL STABILITY
7.1 Reviso strives towards the highest possible operational stability, but shall not be responsible or liable for any breakdowns or service interruptions, including interruptions caused by factors beyond Reviso's control, such as power failures, defective equipment, Internet connections, telecoms connections or the like. The Application and the service is provided “as is” and Reviso expressly disclaims any further representations, warranties, conditions or other terms, express or implied, by statute, collaterally or otherwise, including but not limited to implied warranties, conditions or other terms of satisfactory quality, fitness for a particular purpose or reasonable care and skill.
7.2 In the event of an interruption of service Reviso will use reasonable commercial endeavours to restore normal operations as soon as possible.
7.3 Planned interruptions will mainly take place between 21:00-06:00 CET. If it becomes necessary to interrupt access to the Application outside this period of time, the Customer will be notified in advance, if possible.
8.1 Reviso may update and improve the Application on a continuous basis. Reviso may also change the composition and design of the Application and services. Any such changes may be with or without notice and may affect the prior results or information uploaded to or provided by the Application.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 The Application and any information provided by it, other than the Customer’s data, is protected by copyright and other intellectual property rights and is owned by or licensed to Reviso International ApS, Reviso's parent company. Any development or adaptations made to such intellectual property by Customer shall vest in Reviso. The Customer shall notify Reviso of any actual or suspected infringement of Reviso’s intellectual property rights and any unauthorised use of the Application that the Customer is aware of.
9.2 No intellectual property rights are assigned to the Customer.
9.3 In relation to any and all material uploaded by the Customer and any and all Customer data, the Customer grants to Reviso, its suppliers and sub-contractors a non-exclusive worldwide irrevocable licence to provide the Application and related services including marketing services to the Customer. The Customer represents and warrants that no uploaded material or Customer data will infringe third party rights or intellectual property rights and will not contain any material that is obscene, offensive, inappropriate or in breach of any applicable law.
10.1 Reviso is entitled to assign its rights and obligations vis-à-vis the Customer to a group company or to a third party.
10.2 The Customer accepts that Reviso is entitled to use subcontractors in all matters, including for the implementation and operation of the Application and the storage of Customer data.
11. REVISO'S LIABILITY
11.1 Reviso disclaims all liability and shall not be liable in contract, tort (including negligence), statutory duty, pre-contract or otherwise arising out of or in connection with these Terms and Conditions or the Application for any (a) consequential, indirect or special loss or damage; or (b) any loss of goodwill, reputation or data; or (c) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings). In each case whether advised of the possibility of such loss or damage and howsoever incurred.
11.2 Reviso is not liable for third party solutions which are available via and/or integrated with the Application, including currency feeds/currency calculators. Consequently, Reviso cannot be held liable for the correctness, completeness, quality and reliability of the information or for the results which are achieved by means of such third party solutions. Moreover, Reviso cannot be held liable for the availability, security or functionality of such third party solutions, including for any damage and/or loss caused by such third party solutions. The Customer is responsible for proving that a loss or damage suffered by the Customer is not attributable to any third party solutions.
11.3 The maximum liability of Reviso in contract, tort (including negligence), statutory duty, or otherwise arising out of or in connection with the Terms and Conditions or the Application; shall, in respect of any one or more events or series of events (whether connected or unconnected) taking place within any twelve month period, be limited to the Fees paid by Customer in such period or £1,000, whichever is the greater.
11.4 The Customer undertakes to indemnify Reviso against any costs due to product liability loss, third party loss or other third party claims due to the Customer's use of the Application.
11.5 Nothing in this Agreement shall exclude or limit liability for death or personal injury or for fraud.
12. DUTY OF CONFIDENTIALITY AND DATA SECURITY
12.1 Reviso will only process Customer data in accordance with the Customer's instructions and not for its own, unauthorised purposes.
12.2 Reviso will keep confidential all of the Customer’s confidential information that the Customer provides to Reviso save to where such information has come into the public domain other than by breach of this clause, or where Reviso has obtained the information from a third party without a duty of confidence or where it is required to be disclosed by a regulatory or government body or court of competent jurisdiction.
12.3 Reviso shall take all necessary technical and organisational security measures ensure the safe and secure processing of any Customer data. Reviso shall comply with its obligations under the Data Protection Act 1998 as a data processor.
12.4 At the Customer's request Reviso will provide sufficient information to enable the Customer to ensure that the said technical and organisational measures have been taken. Reviso shall be permitted to charge the Customer for such work at its standard rates.
12.5 Where the Customer provides information, user names or passwords in relation to any third party information feed or service to Reviso, the Customer shall warrant that the provision of such information or the integration of the Application with such third party feed or service or the storage and use by Reviso of such information shall not breach the terms and conditions for such service or any other third party rights. The Customer shall indemnify and hold harmless Reviso from any and all loss, damage, cost and expense arising from breach of this clause.
13. CHANGE OF TERMS AND CONDITIONS
13.1 Reviso may update these Terms and Conditions from time to time. The current version of the Terms and Conditions in force from time to time are available on Reviso's website. Reviso shall endeavour to provide reasonable notice of any changes by posting such changes on the web site. Further use of the Application after any change to the Terms and Conditions shall be deemed to be acceptance of such Terms and Conditions. It is the Customer’s responsibility to check the website regularly to keep updated on any changes to these Terms and Conditions.
14.1 These terms and conditions shall be construed in accordance with the laws of England and each party hereby irrevocably submits to the non-exclusive jurisdiction of the courts of England.
15.1 Relationship: Nothing in this Agreement shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties nor shall it be deemed to grant any authority not expressly set out in the Agreement or create any agency between the parties.
15.2 Entire agreement: Each party confirms that this Agreement sets out the entire agreement and understanding between the parties and that it supersedes all previous agreements, arrangements and understandings between them relating to the subject matter of the Agreement. Each party confirms that it has not relied upon any statement, representation or understanding that is not an express term of this Agreement and shall not have any remedy in respect of any statement, representation or understanding which is not an express term unless made fraudulently.
15.3 Waiver: No failure or delay exercise by any party in exercising any right, power or remedy under this Agreement will operate as a waiver of that or any other right, power or remedy nor will any single or partial exercise by either party of any right, power or remedy preclude any further exercise of any other right, power or remedy.
15.4 Rights of Third Parties: Nothing in this Agreement shall create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the parties to this Agreement.
15.5 Further Assurance: Each party shall at the cost and expense of the other party use all reasonable endeavours to do all such further acts and things and execute or procure the execution of all such other documents as that party may from time to time reasonably require for the purpose of giving that party the full benefit of the assets, rights and benefits to be transferred to the other party under this agreement.
15.6 Validity: These Terms and Conditions become effective on April 1st 2016, and supersede all previous terms and conditions.