a. About us – Ledgerscope Services Limited is a company registered in England (Company Number 10803032) (we, our and us) with the registered office at 128 City Road, London, EC1V 2NX. We provide a range of online services known as Movemybooks, Backupmybooks, Ledgerflow and Ledgerflow Dash (the Services) from each of the following websites www.movemybooks.co.uk, www.movemybooks.ca, www.backupmybooks.com, www.ledgerflow.net and www.ledgerflowdash.net and/or any of the applications used for the purposes of accessing the Services (the Websites).
b. Contacting us – To contact us email our customer service team at email@example.com. How to give us any formal notice of a matter under the Contract is set out in clause 14.
c. The Services – Each of our Services involves you and/or your customer providing us with financial or accounts related data (the Client Data) which has been previously hosted on a third party accounting system (the Source Platform) and for which you are requesting one of the following Services:
i. a transaction based conversion and transfer of that Client Data to an alternative third party accounting system (the Destination Platform) – Movemybooks;
ii. a subscription based back-up and recovery service for the Client Data – Backupmybooks;
iii. a subscription based service providing API access to the Client Data – Ledgerflow; or
iv. a subscription based service providing web browser access to the Client Data – LedgerflowDash.
2. Our Contract with you
b. By using any of the Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, please do not use or access the Services. You must read and accept all these Terms before you may use or access the Services in any way.
c. This Contract is the entire agreement between you and us in relation to the Services. You acknowledge that you have not relied on any statement, promise, written or oral representations, statements, understandings or agreements that aren’t set out in this Contract.
d. From time to time, it will be necessary to update these Terms and you agree to be bound by the updated terms and conditions after their implementation date.
3. Placing an Order to use the Services
a. Placing your order – Please follow the onscreen prompts to register. You can only access the Services once registration is complete. For Services that involve a single set of Client Data you may only submit an order using the method set out on the Websites. For Services that involve multiple sets of Client Data you may submit an order by email to firstname.lastname@example.org. Each order is an offer by you to buy the Services specified in your order subject to these Terms.
b. Correcting input errors – Our order process on the Websites allows you to check and amend any errors before submitting your order to us. You should carry out these checks manually for orders submitted by email. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any information submitted by you is complete and accurate.
c. Acknowledging receipt of your order – After you place your order, you will receive either an email or on-screen notification acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.d.
d. Accepting your order – We reserve the right to accept or reject any order and our acceptance of your order only takes place when we send an email to you or you receive an on-screen confirmation that we have accepted it or confirmed we’ve started performing the Services in relation to your order (Order Confirmation), at which point and on which date the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
e. If we cannot accept your order – If we are unable to supply you with the Services for any reason, we will inform you of this by email or by on-screen notification and we will not process your order.
4. Our Services
a. Descriptions and illustrations – We do not offer any accountancy or financial assistance or advice of any kind. Any descriptions or illustrations on our Websites are published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of the Contract or have any contractual force.
b. Compliance with specification – We cannot guarantee 100% up-time of our Services and Websites, but subject to our right to amend the specification (see clause 4.c), we will use all reasonable endeavours to supply the Services to you in accordance with the specification for the Services appearing on our Websites at the date of your order in all material respects.
c. Service capability – Our Services involve us processing the Client Data, following which we work with a representation of that Client Data. It is important to be aware that this representation of the Client Data is not an exact replica of the Client Data. As a result you accept that, because workarounds and re-classifications may be needed in the conversion or transfer process, the Client Data may look different after processing.
d. Changes to specification – We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
e. Reasonable care and skill – We warrant to you that the Services will be provided using reasonable care and skill.
f. Time for performance – We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
5. Your Obligations
a. It is your responsibility to ensure that:
i. the terms of your order and all Client Data supplied to us are complete and accurate;
ii. you provide us with such Client Data, verification information and any other materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects and in a suitable condition for performance of the Services;
iii. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start including but not limited to consents in relation to the use of the Client Data envisaged by the Services and all licences and registrations necessary for use of the Source Platform and the Destination Platform;
iv. you maintain up to date browser, firewall or anti-virus and anti-spyware software and systems. You must protect your computer, networks and systems and ensure that you update all security software by downloading the latest security patches from the relevant software provider including from the providers of the Source Platform and Destination Platform; and
v. you review for accuracy and maintain sufficient copies of the results of any Service and will not rely upon the results of the Service until you have reviewed and confirmed the accuracy of such results.
b. You warrant and represent to us that any element of text, graphics, photos, designs, trademarks or other material supplied to us are owned by you, or that you have permission from the rightful owner to use each of these elements and that our use of such material shall not infringe the intellectual property rights of any third party.
c. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.a or any breach of the warranty and representation in clause 5.b (Your Default):
i. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 12;
ii. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
iii. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
a. In consideration of us providing the Services you must pay our charges (Charges) in accordance with the prices and payment terms stated on the Websites at the time you submit your order or as otherwise agreed in writing.
b. Prices exclude VAT which shall be added and charged at the prevailing rate where applicable.
c. All payments are to be made by electronic payment. Payment for the Services of Movemybooks must be made in advance of our performance of the Services. For Services involving a single set of Client Data payment must be made by any of the debit or credit cards or payment processing services indicated on the ordering process. For Services that involve multiple sets of Client Data payment must be made within 30 days of the date of invoice to the bank account details specified in the invoice. Once your order is accepted by us for these Services it cannot be cancelled.
d. Payment for the Services of Backupmybooks must be made by direct debit and your designated bank account will be charged automatically each month. You may end your use of the Backupmybooks Service at any time by providing us with written notice, but no refund for the Charges attributable to part of any remaining calendar month will be made.
e. Payment for the Services of Ledgerflow must be made by direct debit and your designated bank account will be charged automatically each month. You may end your use of the Ledgerflow Service at any time by providing us with written notice, but no refund for the Charges attributable to part of any remaining calendar month will be made.
f. Any failure to make payment will entitle us to terminate our Services to you with immediate effect.
g. You are not entitled because of any set-off, counter-claim, abatement, or other deduction to withhold payment of any amount due to us (other than any deduction or withholding of tax that is required by law).
7. Intellectual Property Rights
a. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any Client Data or materials provided by you) will be owned by us.
b. We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy the deliverables specified in your order (excluding materials provided by you) for the purpose of receiving and using the Services and such deliverables in your business and for providing the same to your own clients for their business purposes. You may not sub-license, assign or otherwise transfer the rights granted in this clause 7.b.
c. You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
8. How We Use the Client Data
a. The majority of Client Data that you will provide to us will not be ‘personal data’ as such term is defined in Data Protection Laws (meaning the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) or the UK GDPR as defined in section 205(4) of the Data Protection Act 2018).
b. However, because there is a possibility that some of the Client Data may include small items of personal data you acknowledge and agree that in respect of such Client Data you act either as a data controller in regard to the personal data of your own employees, agents and officers or as a data processor in regard to the data of your clients and that, as a result, we act as a data processor of the personal data of your employees, agents and officers and/or as a sub-data processor in relation to any such Client Data which is also personal data. All terms used in this provision have the meanings given to them in the Data Protection Laws.
c. You understand and accept that in providing our Services to you we will make use of the services of and transfer data from and to the third party operators of the Source Platform and Destination Platform with whom you will have your own data processing arrangements in place. They have not been appointed as third party processors by us, but are acting as your third party processors in relation to Client Personal Data. You confirm that you have entered or (as the case may be) will enter with these third-party processors into a written agreement substantially on that third party’s standard terms of business incorporating terms which are substantially similar to those set out in this section on the use of personal data. As between you and us, you shall remain fully liable for all acts or omissions of any third-party processor appointed by you pursuant to this provision.
d. Both you and we will comply with our applicable obligations under the Data Protection Laws.
e. You will ensure you have all necessary and appropriate consents and have issued all notices to enable the lawful transfer of Client Data to us for the duration and purposes of us providing you with the Services.
f. In relation to any Client Data to the extent that it is personal data (Client Personal Data) that you provide to us we will:
i. only process that Client Personal Data to:
1. provide the Services;
2. process your payment for the Services; and
3. inform you about similar services that we provide, but you may stop receiving these at any time by contacting us;
ii. only process Client Personal Data on your written instructions unless we are required by law to process such Client Personal Data by any other applicable laws of England and Wales or EU member state which is applicable to our processing;
iii. ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Client Personal Data and against accidental loss or destruction of, or damage to, the Client Personal Data;
iv. ensure that any personnel who have access to and/or process the Client Personal Data are obliged to keep the Client Personal Data confidential;
v. not transfer any of the Client Personal Data outside of the European Economic Area without first ensuring that we have appropriate safeguards and an adequate level of protection in place in relation to the transfer and that the data subject has enforceable rights and effective legal remedies;
vi. assist you, at your own cost, in responding to any request from a data subject and in ensuring compliance with your obligations under the applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
vii. notify you without undue delay on becoming aware of a personal data breach;
viii. at your written direction, delete or return the Client Personal Data and any copies of it to you on termination of the agreement unless required by applicable Data Protection Laws to store the Client Personal Data; and
ix. maintain complete and accurate records and information to demonstrate our compliance with this section of our obligations.
9. Limitation of Liability: Your attention is particularly drawn to this clause
a. Nothing in the Contract limits or excludes our liability for:
i. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
ii. fraud or fraudulent misrepresentation; or
iii. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
b. Subject to clause 9.a, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
i. loss of profits;
ii. loss of sales or business;
iii. loss of agreements or contracts;
iv. loss of anticipated savings;
v. loss of use or corruption of software, data or information;
vi. loss of or damage to goodwill; and
vii. any indirect or consequential loss.
c. Subject to clause 9.a, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the greater of the total Charges paid under the Contract or £1,000.
d. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, including without limitation the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982, by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
e. This clause 9 will survive termination of the Contract.
a. We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 10.b.
b. We each may disclose the other’s confidential information:
i. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 10; and
ii. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
c. Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
11. Compliance with Applicable Laws
a. In performing the Services under this Contract we shall:
i. comply with all applicable laws, statutes and regulations from time to time, including but not limited to the Bribery Act 2010 and the Modern Slavery Act 2015 (Relevant Requirements);
ii. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
iii. not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK;
iv. have and shall maintain in place throughout the term of this Contract our own policies and procedures to ensure compliance with the Relevant Requirements, and clauses 11.a.ii and 11.a.iii, and will enforce them where appropriate;
v. promptly report to you any request or demand for any undue financial or other advantage of any kind received by us in connection with the performance of this Contract.
b. We shall ensure that any person associated with us who is performing services in connection with this Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on us in this clause 11 ( Relevant Terms). We shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to you for any breach by such persons of any of the Relevant Terms.
c. For the purpose of this clause 11, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 11 a person associated with us includes but is not limited to any of our subcontractors.
a. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
i. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
ii. you fail to remedy Your Default within 10 days of you being notified in writing to do so;
iii. you fail to pay any amount due under the Contract on the due date for payment;
iv. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
v. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
vi. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
b. We will not tolerate you or your officers employees or agents being rude or offensive or otherwise abusing our staff or agents in any way and we reserve the right to terminate provision of the Service with immediate effect because of such behaviour.
c. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
d. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
13. Events Outside Our Control
a. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
b. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
i. we will contact you as soon as reasonably possible to notify you; and
ii. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
c. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund any Charges you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
14. Communications between us
a. When we refer to “in writing” in these Terms, this includes email.
b. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
c. A notice or other communication is deemed to have been received:
i. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
ii. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
iii. if sent by email, at 9.00 am the next working day after transmission.
d. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
e. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
a. Assignment and transfer – We may assign, subcontract or transfer our rights and obligations under the Contract to another entity. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
b. Variation – Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
c. Waiver – If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
d. Severance – Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
e. Third party rights – The Contract is between you and us. No other person has any rights to enforce any of its terms.
f. Governing law and jurisdiction – The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.