Terms for accountants
These Terms are intended to explain our obligations as a service provider and Your obligations as an End User. Please read them carefully as they are binding on any use of the Service and apply to You from the time that Countingup provides You with access to the Service.
Countingup reserves the right to change these Terms at any time, subject to a 2 months notice and effective upon the publishing of modified Terms to our Website. It is Your responsibility to ensure that You have read, understood and agree to the most recent Terms available on the Website.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person or legal entity for whom You are using the Service. You are also deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
These Terms were last updated on 9 October 2019.
1. Definitions
- “Countingup” means Counting Limited, which is registered in England and Wales with company number 10729748.
- “Service” means the online accounting services made available via the Website.
- “End User” means the individual/accountancy firm/legal entity using the Service to access the Data of one or more “Countingup business account holder”.
- “Countingup business account holder” means “the individual and/or legal entity operating an active business account with Countingup”.
- “Website” means the Internet site at the domain countingup.com.
- “You” means the “End User”. “Your” has a corresponding meaning.
- “Data” means “any Countingup business account holder’s information available through the Website”. This includes: first name, last name, email address, mobile telephone number, business name, business type, business VAT information transactions information, transactions notes and/or attachments.
- “Client Information” means “personal/business information keyed in the Website by the End User which is not that of a Countingup business account holder”.
- “Registration Information” means “the End User’s first name, last name, email address, telephone number, business name, password”.
- “Confidential Information” means “information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party”.
2. Use of software
Countingup grants You the right to access and use the Service via the Website. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the parties concerned, or any other applicable laws:
1. The End User has the requisite authority (other than implicit) to invite or accept the invitation of a Countingup business account holder in order to share Data with them through the Website;
2. The End User has the requisite authority (other than implicit) to input “Client Information” in the Website.
3. The End User has the requisite authority (other than implicit) to use “Client Information” to invite individuals/businesses to the Service through the Website.
4. The End User is not proprietary to the Data available on the Website, during or after their agreement with the Countingup business account holder. This includes transactions notes and attachments (additional information in 5.2);
5. Should a dispute between an End User and a Countingup business account holder arise regarding access to the Data, the Countingup business account holder has the authority to revoke an End User’s access to it at any time, without notice or consent;
6. Where You have registered to use the Service on behalf of a legal entity (see 6.1), this legal entity may revoke or restrict Your access to the Website without Your consent;
7. We may revoke or restrict access to the Website without notice subject to this Agreement;
8. We are not able to discuss or disclose Data not available on the Website, without exception. This includes Data previously available which has since been fully or partially removed from the Website.
3. Your obligations
1. General obligations:
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Countingup or condition posted on the Website.
2. Access conditions:
1. You must ensure that the credentials (username/password) required to access the Service are kept secure and confidential. You must immediately notify Countingup of any unauthorised use of Your passwords or any other breach of security and You must take all other actions that Countingup reasonably deems necessary to maintain or enhance the security of Countingup’s computing systems and networks and Your access to the Services.
2. As a condition of these Terms, when accessing and using the Services, You must:
i. not attempt to undermine the security or integrity of Countingup’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
ii. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other End User to use the Services or Website;
iii. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access;
iv. not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
3. Communication Conditions:
As a condition of these Terms, if You use any communication tools available through the Website (such as transactions notes and attachments), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial email, files that may damage any other person’s computing devices or software, content that may be offensive to a Countingup business account holder or any other End User of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. Countingup does reserve the right to remove any communication at any time in its sole discretion.
4. Indemnity:
You indemnify Countingup against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Countingup.
4. Confidentiality and Privacy
1. Confidentiality:
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
2. The provisions of clauses 4.1.1 shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information.
2. Privacy:
Countingup maintains a Privacy Policy that sets out the parties’ obligations in respect of personal information. You should read that policy and You will be taken to have accepted that policy when You accept these Terms.
5. Intellectual Property
1. General:
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Countingup (or its licensors).
2. Ownership:
The Registration Information remains the property of the End User. You grant Countingup a licence to use, copy, transmit, store, and back-up Your Registration Information for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You. The Data remains the property of the Countingup business account holder.
The Client Information remains the property of the End User. You grant Countingup a licence to use, copy, transmit, store, and back-up Your Client Information for the purposes of enabling functionality of the Services only.
3. Backup:
You must maintain copies of any Data or Client Information input into the Service. Countingup adheres to its best practice policies and procedures to prevent Data loss, including a daily system Data back-up regime, but does not make any guarantees that there will be no loss of Data. Countingup expressly excludes liability for any loss of Data or Client Information no matter how caused.
4. Third-party applications:
If You enable third-party applications for use in conjunction with the Services, You acknowledge that Countingup shall not be responsible for any disclosure, modification or deletion of information resulting from any such access by third-party application providers. This includes both Registration Information and Data.
6. Warranties and Acknowledgements
1. Authority:
You warrant that where You have registered to use the Service on behalf of a legal entity, You have the authority to agree to these Terms on behalf of that entity and agree that by registering to use the Service You bind the entity on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
2. Acknowledgement:
You acknowledge that:
1. You are authorised to use the Services and the Website and to access the information and Data available through the Website, including any Registration Information, Client Information or Data You input into the Website to use the Service. You are also authorised to access the information that is made available to You through Your use of the Website and the Service (whether that information is Your own or that of anyone else).
2. Countingup has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
i. You are responsible for ensuring that You have the right to do so;
ii. You are responsible for authorising any person who is given access to information, Client Information or Data, and you agree that Countingup has no obligation to provide any person access to such information, Client Information or Data with or without Your authorisation (subject to 6.1) and may refer any requests for information to You to address.
3. The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.
4. Countingup does not warrant that the use of the Service will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Countingup is not in any way responsible for any such interference or prevention of Your access or use of the Services.
3. No warranties:
Countingup gives no warranty about the Services. Without limiting the foregoing, Countingup does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
4. Consumer guarantees:
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7. Limitation of Liability
1. To the maximum extent permitted by law, Countingup excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Registration Information, Client Information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
2. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8. Termination
1. You can cancel this agreement at any time by contacting Countingup in writing via support@countingup.com.
2. Breach:
If You:
i. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
ii. breach any of these Terms and the breach is not capable of being remedied;
iii. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
Countingup may take any or all of the following actions, at its sole discretion:
4. Terminate this Agreement and Your use of the Services through the Website;
5. Suspend for any definite or indefinite period of time, Your use of the Services through the Website;
6. Suspend or terminate access to all or any Data.
9. General
1. Entire agreement:
These Terms, together with the Countingup Privacy Policy and the terms of any other notices or instructions given to You under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Countingup relating to the Service and the other matters dealt with in these Terms.
2. Waiver:
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
3. Delays:
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control.
4. No Assignment:
You may not assign or transfer any rights to any other person without Countingup’s prior written consent.
5. Governing law and jurisdiction:
These Terms shall be governed by and construed and interpreted in accordance with the laws of England and Wales. In addition, You and Countingup hereby submit to the exclusive jurisdiction of the courts of England and Wales.
6. Severability:
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
7. Notices:
Any notice given under these Terms to you by Countingup will be sent to the email address that You provided when setting up Your access to the Service, and will be deemed to have been given upon transmission. Any notice given under these Terms to Countingup by You must be submitted in writing via support@countingup.com and will be deemed to have been given upon successful submission.
8. Rights of Third Parties:
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.