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cloudkeeping is owned and operated by AVERT Solutions Limited.

These Terms are binding on any use of the Service and apply to You from the time that AVERT Solutions Limited “AVERT” provides You with access to the Service

The AVERT Service will evolve over time. These Terms are not intended to answer every question or address every issue raised by the use of the AVERT Service reserves the right to change these terms at any time, effective upon the posting of modified terms and AVERT will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation 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 for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service

1. Definitions

1.1 In this Agreement the following words and expressions shall have the following meanings:

1.1.1 “cloudkeeping” is the trading name of AVERT Solutions Limited, a company registered in England and Wales whose offices are at 88 Wood Street; 10th & 11th Floors; London; EC2V7RS with company number 07870301;

1.1.2 "intellectual property rights" means patents, trademarks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether registrable or not in any country;

1.1.3 "IP address" stands for internet protocol address which is the numeric address for the server;

1.1.4 “website” shall mean any of the images, written material, databases, software or other material available at any website owned or operated by AVERT and cloudkeeping;

1.1.5 "server" shall mean the computer server equipment operated by the Supplier in connection with the provision of the Services;

1.1.6 "The Services" shall mean online bookkeeping software, web hosting, and any other services or facilities provided by the Supplier;

1.1.7 "The Supplier" shall mean cloudkeeping trading as AVERT Solutions Limited;

1.1.8 "spam" shall mean sending unsolicited and/or bulk emails;

1.1.9 "virus" shall mean a computer programme that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data, causes damage to the user's files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as "worms" or "trojan horses";

1.1.10 "visitor" shall mean a third party who has accessed the Website;

1.1.11 To have an “Account” shall mean the Customer is using the Services offered by the Supplier;

1.1.12 “Customer” is defined as any legal entity (Individual or corporation) engaging the Services of the Supplier;

1.1.13 “Payment Period” shall mean the duration for which the Customer has paid the Supplier for the Services. In the case of 30 day payment periods this is defined as the period between the date payment was accepted plus 30 days less one day. In the case of annual payments this is defined as the period between the date payments was accepted plus one calendar year less one day;

1.1.14 “Free Trial Period” is defined as a 30 day period after initial Account creation plus any agreed promotion extensions;

1.1.15 “Promotional Code" shall mean a set of charterers and/or numeral’s issued by the Supplier for the purpose of extending the Free Trial Period. Unless otherwise granted by the Supplier, the Promotional Code can only be used on initial Account creation;

1.1.16 "downtime" shall mean any service interruption in the availability to visitors of the Website;

1.1.17 “data” shall mean any data or information input or imported by You or with Your authority into the Website;

1.1.18 “fees” shall mean the price as posted on the Website and applicable in respect of the Customers subscription to any of the AVERT Solutions Services;

1.2 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders; and

1.3 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

2. Introduction

2.1 The Supplier provides the Services to the Customer upon the following Terms and Conditions.

3. Free Trial Period

3.1 The Supplier will provide the Customer with full access to The Services for the first 30 days free of charge.

3.2 During the 30 days Free Trial Period the Customer is not required to provide any payment details.

3.3 The Customer will be notified by email on day 21 and 30 of their free trial that they will need to subscribe by registering their payment details if they wish to access The Services on day 31.

3.3.1 The Customer can register for a full Account at any time during the Free Trial Period and the first payment will commence on day 31.

3.4 The Data added by the Customer during the Free Trial Period can be fictitious or real data.

3.4.1 If the Customer decides to subscribe to The Services they can delete existing Data and start over again or carry on by adding new Data to their existing Data.

4. Fees and Payments

4.1 All prices quoted on the Website are inclusive of VAT.

4.2 In consideration of the supply of the Service, the Customer agrees to pay AVERT the Fee in accordance with the payment terms advertised on the Website at the relevant time.

4.3 If the Customer fails to pay any amount payable then AVERT reserves the right to restrict access the Services until payment is made.

5. Cancellation Period/Data Storage

5.1 Customers wishing to cancel their Account during the Free Trial Period will not have to do take any action as the Account automatically becomes dormant on day 31 should payment details not be registered.

5.2 Customer Data shall be securely held for 2191 days (6 years) from the date of Account termination.

5.3 If the Customer cancels their Account during a payment period, the Customer will not be able to access their Data after the payment period that they are in has lapsed. If the Customer cancels their Agreement on the 1st of a month and the 30 day renewal payment is due on the 10th of that month then the Customer will not get access to the Services or their Data on or after the 11th of that month unless they subscribe again and agree to the terms and conditions of the software.

5.5 If the Customer wishes to subscribe to the Services after cancelling their initial Agreement then the new Terms & Conditions at that time will supersede these terms and a new contract will commence which could include any change in pricing.

5.8 Cancellation of the Supplier’s Services is only approved if the Customer receives an email confirmation that the cancellation has been received by the Supplier. It is essential that the Customer updates their email details within their Service account otherwise they may not receive the email cancellation confirmation.

5.6 If the Customer decides at a later date that they require access to their Account, the Customer can subscribe to the Services again.

5.7 If the Customer cancels the Agreement under a Promotional Code, this cannot be carried forward when a new Account is required. The Customer should check first with the Supplier if they have any current Promotional Code that can be used to obtain a discount.

5.8 Cancellation of the Supplier’s Services is only approved if the Customer receives an email confirmation that the cancellation has been received by the Supplier. It is essential that the Customer updates their email details within their Service account otherwise they may not receive the email cancellation confirmation.

5.8.1 If the Customer does not receive an email cancellation within 24 hours of cancelling their Account, the Customer should email cancellation@avertsolutions.co.uk and confirm their full name, email address that their account is registered under or phone us on 0800 15 22 506.

5.8.2 If the Customer does not receive the email confirmation that cancellation has been approved and a payment is taken from their payment card then the Customer will not be entitled to a refund unless the Supplier agrees to exceptional circumstances where the Customer can provide evidence that a refund was requested and the error is with the Supplier.

5.9 If the Customer does not subscribe to an Account after their Free Trial Period has ended then the Data that has been entered to the Customers’ Account will be permanently removed on day 1291 from date of registration to the software.

5.10 If the Customer has subscribed to a 30 day Account package, the Data that has been entered to the Customers’ Account will be permanently removed on day 2191 from the date of the cancellation date of the software agreement.

5.11 If the Customer has subscribed to an annual Account package, the Data that has been entered to the Customers’ Account will be permanently removed on day 2191 from the date of the cancellation date of the software agreement.

5.12 The Customer may request that their Data be removed from the Suppliers records at any time by writing to info@avertsolutions.co.uk and supplying the email address in which the Account is held as a reference.

5.13 The Customer may request a copy of their Data in CSV format at any time by writing to info@avertsolutions.co.uk and supplying the email address in which the Account is held as a reference.

5.14 Any Data added to the software by the Customer for the purposes of public review will be moderated and all content that is considered offensive will be removed and a warning will be sent to the offending Customer. If a Customer repeatedly uploads offensive material then the Supplier reserves the right to cancel the Account and/or block the Customers IP address.

6. Switching/Switching Back

6.1 If the Customer’s Service Account was originally registered under a third party business that provided you contracts and timesheets services and, you require access to your Services to access your Data, you will need to agree to these Terms and Conditions which will replace any previous terms of business that was agreed with the third party.

6.2 Customers registered under a third party should request a Promotional Code to receive a discount of the 30 day or annual Services packages. The Customer must inform us of the email address the third party registered you under for the Promotional Code to be assigned. When the Customer registers into the Services you will need to enter your Promotional code otherwise the standard fee shall be charged.

6.3 Any previous terms of business that were agreed with the third party would have been terminated on 30 days of the third party providing you contracts and timesheets.

6.4 By switching to this Service you will gain full access to the Software for the first 30 days. See clauses 3 and 4 for further details on the Free Trial Period and Payment Terms.

6.5 If you have switched from a third party to these Services and then decide to switch back to any third party who provides you contracts and timesheets then any payment package that you signed up for will become void and any charges made by the third party will become effective from the date they assign you a contract.

7. Tax Services

7.1 If the Customer requires Tax Services from the Supplier, the Customer will need to decide which package they wish to register with.

7.2 Tax Services are structured under 3 grades. (1) Nil Tax Returns; (2) Standard Tax Returns and (3) Complex Tax Returns. The Supplier has the right to modify the grades from 1 to 3 or 2 to 3 depending if the Customer’s tax returns are different from Agreement. If the Customer requested grade 2 and during the tax year had no debits or credits for that tax year then the Customer would be entitled to a refund however, if the Customer paid for grade 2 and the tax return went into grade 3 then the Supplier has the right to invoice the Customer the variance from Grade 2 to Grade 3. The Supplier would recommend to the Customer to contact in advance to the Supplier and discuss their tax returns so to avoid any issues at a later date.

7.3 If the Customer declined to pay the grade 3 extra fee for their tax return service, the grade 1 or grade 2 fee that was paid is non-fundable if the Supplier has started the tax return reconcile service of the Customer’s data.

7.3.1 Tax return refund will be only permitted if the Customer’s Data reconcile service has not yet commenced.

7.3.2 The Supplier will charge the Customer 25% cancellation fee if a tax return refund is approved.

7.4 It is a legal requirement that any Customer that is still registered with HMRC as a self-employed business must do a tax return even though they have not traded in a tax year. To find out what the cost will be to the Customer if they require the Supplier to process a Nil Tax Return.

8. Refund Policy

8.1 No refund is permitted on either a 30 day or annual Account however; a refund may be permitted if a tax return service that was paid for in advance; refer to clauses 7.3, 7.3.1 and 7.3.2 for clarification on cancellation fee and cut-off point.

9. IP Addresses

9.1 The Supplier shall maintain control and ownership of the IP address that is assigned to the Customer as part of the Services and reserves the right in its sole discretion to change or remove any and all IP addresses.

9.2 Where the Supplier changes or removes any IP address it shall use its reasonable endeavours to avoid any disruption to the Customer.

10. Software License and Rights

10.1 If the Customer requires use of software as a white label service where the website and software is transformed to the Customer own brand/website regardless if licensed or provided free of charge to the Customer in order to use the Services, the Supplier grants to the Customer and its employees, agents and third party consultants and contractors, a royalty-free, world-wide, non-transferable, non-exclusive licence to use the Supplier Software in object code form only, in accordance with the terms of this Agreement. For the avoidance of doubt, this Agreement does not transfer or grant to the Customer any right, title, interest or intellectual property rights in the Supplier's Software.

10.2 The Customer undertakes that he/she will not him/herself or through any third party, sell, lease, license or sublicense the Supplier Software. If the Customer is permitted under this Agreement or by law to make any copies of the Supplier's Software, the Customer must reproduce all proprietary notices of the Supplier, if any, on the copies.

10.3 The Supplier may make such copies of the Customer content as may be necessary to perform its obligations under this Agreement, including back-up copies of the content. Upon termination or expiration of this Agreement, the Supplier shall destroy or deliver to the Customer all such copies of the content and other materials provided by the Customer as and when requested by the Customer.

11. Service Levels

11.1 The Supplier shall use its reasonable endeavours to make the server and the Services available to the Customer but because the Services are provided by means of computer and telecommunications systems, the Supplier makes no warranties or representations that the Service will be uninterrupted or error-free and the Supplier shall not, in any event, be liable for interruptions of Service or downtime of the server.

12. Acceptable Use Policy

12.1 The Website and use of the Services may be used for lawful purposes only and the Customer may not submit, publish or display any content that breaches any law, statute or regulation. In particular the Customer agrees not to:

12.1.1 use the Services or the Website in any way to send unsolicited commercial email or "spam", or any similar abuse of the Services;

12.1.2 send email or any type of electronic message with the intention or result of affecting the performance of any computer facilities;

12.1.3 publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any material or information which infringes any intellectual property rights, via the Services or on the Website;

12.1.4 threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;

12.1.5 engage in illegal or unlawful activities through the Services or via the Website;

12.1.6 make available or upload files to the Website or to the Services that the Customer knows contain a virus, worm, trojan or corrupt data; or

12.1.7 obtain or attempt to obtain access, through whatever means, to areas of the Supplier's network or the Services which are identified as restricted or confidential.

12.2 The Customer has full responsibility for the content of the Website. For the avoidance of doubt, the Supplier is not obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services.

12.3 If the Customer fails to comply with the Acceptable Use Policy, the Supplier shall be entitled to withdraw the Services and terminate the Customer's Account.

13. Alterations and Updates

13.1 All alterations to the Website will be the sole responsibility of the Supplier but all content added to the Website shall be made by the Customer using the online account management facility. The Customer will be issued with a user name and password in order to access the account. The Customer must take all reasonable steps to maintain the confidentiality of this user name and password. If the Customer reasonably believes that this information has become known to any unauthorised person, the Customer agrees to immediately inform the Supplier and the password will be changed.

13.2 Any information supplied by the Supplier to the website shall be deemed to be for the purpose of being informative to the Customers. It is the customer's full responsibility to verify any information they obtain from the website to be genuine and authentic and the Supplier at all times will to the best of their ability ensure information displayed is compliant.

14. Warranties

14.1 The Customer warrants and represents to the Supplier that the Supplier's use of the Content or the Customer Software in accordance with this Agreement will not infringe the intellectual property rights of any third party and that the Customer has the authority to license the Content and the Customer Software to the Supplier as set out in Clause 9.2.

14.2 All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded. In particular and without prejudice to that generality, the Supplier shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer.

15. Indemnity

15.1 The Customer agrees to indemnify and hold the Supplier and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against the Supplier arising out of any breach by the Customer of the terms of this Agreement or other liabilities arising out of or relating to the Website.

16. Limitation of Liability

16.1 Nothing in these terms and conditions shall exclude or limit the Supplier's liability for death or personal injury resulting from the Suppliers negligence or that of its employees, agents or sub-contractors.

16.2 The entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

16.3 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

17. Terms and Conditions

17.1 This Agreement will become effective on the date you signup and thereafter shall continue until terminated by either party.

17.2 The Supplier shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.

17.3 Either party may terminate this Agreement forthwith by cancellation of regular payment to the other if:

17.3.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of payment cancellation from the other party to do so; or

17.3.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or

17.3.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

17.3.4 the other party ceases to carry on its business or substantially the whole of its business; or

17.3.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

17.4 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.

18. Assignment

18.1 The Supplier may assign or otherwise transfer this Agreement at any time.

18.2 The Customer may not assign or otherwise transfer this Agreement or any part of it without the Supplier's prior written consent.

19. Force Majeure

19.1 Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock-outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

20. Severance

20.1 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated

21. Entire Agreement

21.1 This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

22. Governing Law and Jurisdiction

22.1 This Agreement will be governed by the laws of England and any user of the Website hereby agrees to be bound exclusively by the jurisdiction of English courts without reference to rules governing choice of laws.