Terms & Conditions

Definitions

So that we can be completely clear, here are some words we use which have specific meanings:

• Account Holder

means a sole trader, partnership or company which has a APEX SMART CONSOLE account (generally this will be your business, or if you are an accountant, might be the business which you are advising);

• Add-ons

means any additional features, integrations and services purchased outside of Core APEX SMART CONSOLE Accounting Software Package either from us or via us from a third party. Where you do buy any Add-ons, separate charges and separate terms and conditions may apply

• Commercial Insights

means data-informed and personalised alerts and notifications pointing at and including calls to action to additional products and services that we believe may be of interest or use to you including, for example, lending products and insurance products etc. These will be made available from within the NatWest Group of companies and other trusted parties

• Core APEX SMART CONSOLE Accounting Software Package

means the online package which is accessed and used via our password-protected websites, and mobile applications and includes the features shown on www.erpsmartconsole.com, with the exception of any paid Add-ons (unless these are automatically included or you elect to pay for the Add-on), or as varied in the Schedule depending on the type of APEX SMART CONSOLE user you are

• APEX account

means an account that you hold with us which allows you to receive The Service

• The Service(s)

means our Core APEX SMART CONSOLE Online Accounting Software Package and/or any Add-Ons

• Schedule

means the supplementary terms and conditions which accompany these terms and conditions of service and applies to the Account Holder's use of The Service

• you

means you, the person who accesses and uses The Service

• your Data

means any data entered or uploaded by you while using The Service

• we", "us", "our" or "APEX

means APEX SMART CONSOLE IT DEVICES LTD, a company registered in England with registered number 12162884 and having its registered office at 60 Cherry Street, Blackburn, England, BB1 1NR.

Our contract with you

These terms and conditions apply to your access and use of The Service, which together with:

• The Schedule (for more information please read the 'Creating a APEX SMART CONSOLE account and accessing the Service' section)
• The Privacy Policy available (which explains how we may use your personal data in relation to The Service)

form the contract between you and us ("Terms of Service"). Please review these Terms of Service carefully before using The Service. These Terms of Service apply to your use of The Service and you agree to abide by these terms. No other terms are implied by trade, custom, practice or course of dealing.

Your rights

Your rights: If you hold a APEX SMART CONSOLE account or the business you represent (or which you are advising) holds a APEX SMART CONSOLE account and you have authority to access this APEX SMART CONSOLE account, we grant you a non-transferable, non-exclusive licence to use The Service in accordance with these Terms of Service.

Conditions: The above licence is granted to you on the condition that you comply with these Terms of Service.

Your obligations

You must:

• Keep any password created for the APEX SMART CONSOLE account secure
• Only use The Service on behalf of the Account Holder whose APEX SMART CONSOLE account you are accessing and solely for money management purposes relating to that Account Holder's own business which are legal
• Only upload to The Service, data that you have right or consent to do so (and for it to be used in accordance with our Privacy Policy).

You must not:

• Use The Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into The Service or any operating system
• Do anything which could reasonably be expected to damage, disable, overburden, compromise or materially impair our systems, support teams or security; or The Service generally or which is likely to interfere with any other party's use or enjoyment of The Service
• Not copy The Services, except as part of the normal use of The Service
• Not translate, merge, adapt, vary, alter or modify, the whole or any part of The Services nor permit any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use The Services on devices as permitted by us
• Not infringe our intellectual property rights or those of any third party in relation to your use of The Service
• Question or dispute our ownership of the intellectual property rights in and to The Service
• Behave in a rude, inappropriate, threatening or violent manner towards our staff
• Be located within a Prohibited Jurisdiction.

Who owns what

Rights in your Data: The Account Holder has sole responsibility for the accuracy and reliability of your Data. The Account Holder retains ownership of any copyright, trademarks, database rights and any other intellectual property rights it has in your Data (such as rights in its logo, for example.) Intellectual property rights in your Data will not be transferred to us. We reserve the right to disclose your Data to law enforcement officials in the investigation of fraud or other alleged unlawful activities. We may also share your aggregated, de-identified Data with select third parties for research purposes, but otherwise we will only use your Data to provide The Service

Rights in our software: All copyright, database rights, trademarks and other intellectual property rights in The Service are either owned by or licensed to us and nothing in these Terms of Service shall transfer any ownership rights to you or to the Account Holder. You have no right to modify The Service and if you do then to the extent that you do this without our prior written consent, we shall own all the intellectual property rights in any modifications to The Service and you automatically assign absolutely with full title guarantee all such intellectual property rights to us.

Data Feeds: If you confirm that you are happy for APEX SMART CONSOLE to share your APEX SMART CONSOLE Account data with a third party (e.g. your bank or another third party you have connected your APEX SMART CONSOLE account with), we will do so. The type of information that we will share extends to general, financial and transactional data and information from your account such as accounting ledger balances, bank transactions and invoice, bill, expense and project details. Once we share that data with that third party, they will use that data in the way described to you when you set up your APEX SMART CONSOLE account or in accordance with any other way that you consent to in the future. If you want to be reminded of that, please don't hesitate to contact us. You may confirm that you no longer consent to APEX SMART CONSOLE sharing your account data with that third party (e.g. your bank). If you do, that may change the way in which the APEX SMART CONSOLE service is made available to you. You may also consent for a third party to share your information with us. You are responsible for the accuracy of this data. APEX SMART CONSOLE is not responsible for the availability or integrity of this data. You can disable consent to your APEX SMART CONSOLE account at any time by modifying your account preferences.

Closing a APEX SMART CONSOLE SMART CONSOLEaccount

These Terms of Service will remain in full force and effect as long as you continue to access or use The Service, or until terminated by you or us for any reason set out in these Terms of Service
Cancellation by you: You can close the Account Holder's APEX SMART CONSOLE account at any time by accessing The Service and using the "cancel my account" option on the "Billing" page of the website or the App. No further subscription fees will be billed for the following month. Please note that no refund will be made for any subscription fees already billed and paid.
Suspension and closure by us: We reserve the right to close the Account Holder's APEX SMART CONSOLE account or suspend your access to The Service (including during any ‘free trial' or ‘beta trial' period) immediately for the following reasons:

• If you (or any other user of the Account Holder's APEX SMART CONSOLE account) fail to abide by these Terms of Service
• If we reasonably suspect that Your account (or any other account you hold with us) is being used or is planned to be used for an illegal purpose
• If payment of the subscription fees is not paid on time
• If we deem you're using APEX SMART CONSOLE in a 'Prohibited Jurisdiction'
• If we’re required to do so by law or regulation
• If you behave in a rude, inappropriate, threatening or violent manner towards our staff

If we withdraw access to The Service for any of the above reasons, no refund will be payable by us to you. We reserve the right to close the Account Holder's APEX SMART CONSOLE account for any reason, by giving the Account Holder one month's notice. If, for whatever reason, our specific arrangement that we have with the third party comes to an end (or you are no longer entitled to benefit from the arrangement) you may continue to access and use The Service by becoming a Directly Charged User within 30 days of the arrangement with the third party coming to an end.

Disclaimer

IMPORTANT: This section restricts the extent to which we are liable for any losses which may be suffered in connection with your use of The Service. It also requires the Account Holder to compensate us for any loss we suffer as a result of your failure to comply with these Terms of Service.

No guarantees: We make no guarantee that The Service will be suitable for your intended use, neither do we guarantee that it will be error-free, timely, reliable, entirely secure, virus-free or available, especially since we are dependent on the reliability of the Internet and your use of your own computer to access The Service. We will try to keep disruptions to a minimum but we may suspend The Service from time to time to carry out maintenance and support work and to investigate unauthorised use. The Service is not a substitute for a professional accountant and any information presented does not constitute accounting advice or tax advice.

Exclusion of our liability: You use The Service entirely at your own risk. We do not restrict our liability (if any) for personal injury or death resulting from our negligence, for fraud committed by us or for any matter which it would be illegal to limit or to attempt to restrict. We exclude all other liability and responsibility for any amount or kind of loss or damage arising in connection with The Service (even if we have been advised of the possibility) including the following losses (whether direct or indirect): loss of profit; loss of anticipated savings; loss of sales or business; loss of or damage to goodwill; loss of use or corruption of software, data or information; and indirect and consequential loss.

Limitation of our liability: Where we are not legally entitled to exclude our liability, our total liability for any loss or damage relating to The Service shall not exceed a total aggregate amount equal to the subscription fees which the Account Holder has paid to us in the previous month (or the relevant third party on their behalf).

Liability to us: If you access The Service using a password created to control access to the Account Holder's APEX SMART CONSOLE account, then the Account Holder shall be held liable for any reasonable costs, losses and expenses incurred by us as a result of breach of these Terms of Service by you. Otherwise, you shall be personally held liable for any reasonable costs and expenses incurred by us as a result of breach of these Terms of Service by you.

General legal matters

Entire agreement: These Terms of Service describe the entire agreement between you, the Account Holder and us regarding The Service, and supersede and extinguish any prior understandings or agreements.

Third-party features: In order to use certain optional features of APEX SMART CONSOLE which rely on external data sources or embedded third-party services you will be required to accept the terms and conditions of the relevant third-party provider. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use any such independent sites. These will be notified to you within The Service at the point of first use of the relevant feature and thereafter where those terms are subsequently updated from time to time, but currently include:
By agreeing to these terms and conditions you agree, if you use the relevant features, to be bound by the terms and conditions listed above (and as subsequently amended from time to time) and any other third-party terms subsequently accepted by you while using The Service ("Third Party Terms"). Any breach by you of the Third Party Terms shall, without limiting any other remedy available to the third-party provider, be deemed to be a breach of these Terms of Service.

Changes to this contract:We may need to change these Terms of Service from time to time. Changes to the terms will be posted on our website and updated on our App. We will notify you of any material changes to our Terms of Service by sending you an email with details of the change or notifying you of a change next time you use The Service following a change to these terms. Material changes include changes to the price, payment terms, and where relevant the Schedule. Changes to the Terms of Service will be effective immediately. If you do not agree to changes to the terms and conditions you can end your contract with us (Please see 'Closing a APEX SMART CONSOLE account' section for more information). Please ensure that you review any updates to these Terms of Service before continuing to use The Service. Your continued use of The Service will be deemed to constitute acceptance by the Account Holder of all of the new terms. These Terms of Service may not otherwise be changed without our written consent.

Transfer of rights and obligations:We shall be entitled to transfer our rights and/or obligations under these Terms of Service to another party. Neither you nor the Account Holder may transfer any of your rights or obligations under these Terms of Service without our written consent.

Waiver and severability:If either you or we ignore any breach of these Terms of Service, it doesn't mean that any further breach cannot be enforced. Similarly, if any part of these Terms of Service turns out to be invalid or unenforceable for some reason, then it will be replaced with a provision which, as far as possible, achieves the same purpose as the original, and the remainder of the agreement will still be binding.

Resolving disputes:These Terms of Service shall be governed by and interpreted in accordance with law. If any party wants to take court proceedings in relation to The Service, it must do so. You are responsible for compliance with any applicable laws of the country from which you use or otherwise access The Service.

Interpretation:
The following rules of interpretation apply to these Terms of Service:

• The headings are for convenience only and shall not affect the construction or interpretation of these Terms of Service
• A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• A reference to writing or written includes email
• Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.