Adzuki Terms and ConditionsBelow are the terms and conditions for using Adzuki.
This agreement was written in English (UK).
Date of Last Revision: 18th November 2015
1. Statement of terms and incorporation into our contract
These terms of trade govern the relationship between Adzuki Limited (“Adzuki”) and you in relation to the provision of accounting services (“the Services”) and use of the Adzuki cloud-based system (“the System”). By using the Services and accessing the System, you are agreeing that these terms will apply as updated and notified to you from time to time.
3. Adzuki’s obligations
Adzuki undertakes as follows:
3.1 to operate the System in an accessible and working state for as much of the time as possible and to provide notice where feasible in the case of maintenance and downtime for updates;
3.2 to store and monitor in a secure manner your accounting data whilst this agreement is in place and payments are up to date and for a period of 7 years from the end of the accounting period to which it relates;
3.3 to update and improve the System in accordance with changes in relevant legislation and to communicate any such changes;
3.4 to provide access to the System which will generate a profit and loss statement, capital account statement and appropriate data for your tax return subject to your full compliance with the obligations set out in clause 4.
4. Your obligations
You undertake as follows:
4.1 to pay the fees as set out in clause 5;
4.2 to submit accounting information accurately and completely to ensure that the data, reports and statements generated will fully reflect your business;
4.3 to notify Adzuki immediately if you cease to fall within the eligibility criteria for use of the System;
4.4 to keep your contact information and details up to date and to confirm the names of any individuals authorised to act on your behalf in relation to the provision of the Services and/or access to the System. You shall ensure that anyone authorised to access your account or use the System on your behalf is made aware of the obligations set out in this Agreement and complies with the security requirements ;
4.5 to use the System in a secure manner and not to attempt to circumvent the security, to overburden or impair the proper performance of the System or use the System for any unlawful, misleading, malicious or discriminatory purpose and to ensure that anyone accessing the System on your behalf complies with these obligations;
4.6 not to seek to access an account belonging to anyone else or to set up an account in any name other than your own, let anyone else access your account or provide secure log-in information for anyone else;
4.7 To notify Adzuki immediately if you become aware of or suspect any breach of security relating to your account or the System;
The fees payable shall be paid either monthly or annually in advance as selected by you. Adzuki undertakes that any fee increase shall be capped at the rate of the Consumer Prices Index for the relevant period. The fee quoted is inclusive of VAT and Adzuki reserves the right to vary the fee payable to reflect any changes in the applicable rate of VAT during the life of this Agreement.
Please note that you may be subject to additional data charges from the network operator for any device used to access the System.
6. Trial Period
If you have chosen to use the System on a free 14 day trial period, the terms applicable are as follows:
6.1 Adzuki shall not be liable for any inputs or outputs generated during such trial period;
6.2 Any data entered on the System shall be held securely during the trial period but shall be deleted if you do not take out a contract for use of the System following end of the trial period;
6.3 You shall not be entitled to print or download data or other deliverables or information from the System during such trial period.
7.1 Either party shall be entitled to terminate this Agreement on 30 days notice at any time. In addition, Adzuki shall be entitled to terminate this Agreement by email notice to your last notified email address with immediate effect if any payment shall become overdue, you shall become insolvent, bankrupt or otherwise cease to carry on your business, you become incapacitated or if you shall be in breach of any of your obligation under this agreement. In addition, without limiting its rights, Adzuki shall be entitled to suspend provision of the Services and/or access to the System if it reasonable anticipates that any grounds for termination under this clause have arisen.
7.2 Following termination, you shall be allowed access to the data on the System for a period of 60 days from termination (“the Download Period”) during which period you may download your data to a spreadsheet or otherwise as required. Adzuki shall be entitled to make reasonable charges for any further Services provided during the Download Period. Following termination, you will not be entitled to enter any new data or use the functionality of the System to generate documents. At the expiry of the Download Period, Adzuki shall delete your data from the System and be under no further obligation to you.
8. Exclusion of liability
8.1 You are responsible for determining the suitability of the System and the Services for the purposes of providing accounting functions. Adzuki excludes all and any implied warranties as to quality and fitness for purpose to the widest extent allowed by law. Adzuki has developed the System independently and owns the software associated with it but it does not warrant that such System and associated software does not infringe any third party rights.
8.2 Adzuki shall not be liable to you in respect of the actions of any third party users of the System.
8.3 Adzuki shall not be responsible for any loss of profits, consequential, special, indirect or incidental damages arising out of or in connection with your use of the System or our provision of the Services.
8.4 Notwithstanding the above and to the greatest extent permitted by law, Adzuki’s liability shall be limited to the lower of the fees already paid or the annual fees payable for use of the System.
9.1 This agreement and any dispute or claim arising from it shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
9.2 These terms and conditions and the order constitute the entire agreement between you and Adzuki and supersede and replace any earlier agreement. You hereby confirm that you have not relied on any statement or assurance which is not included in this agreement.
9.3 If either party shall delay in enforcing or fail to enforce any right, remedy or terms of this agreement, it will not be considered a waiver.
9.4 Any variation to these terms and conditions must be in writing and signed by both parties by way of acceptance.
9.5 You will not transfer or assign any rights under this agreement without our prior written consent. We reserve the right to assign or transfer this agreement.
9.6 Any person who is not a party to this agreement shall have no rights to enforce its terms.
Nothing in this agreement is intended to or shall be deemed to create partnership or joint venture or make either party the agent of the other for any purpose.