These Terms and Conditions (together with the documents referred to in it) (“Terms”) give you the terms on which you agree to use our cloud-based treasury management services.
By using our Services, you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use our Services.
“Accounting and Revenue Data” means information relating to invoices and payments made or owed to you by a third party with whom you have a business relationship, including the following items:
“Customer” “you” means the person who registers to use the Services, including any entity on whose behalf that person registers to use the Services.
“Customer Data” means information inputted by the Customer for the purpose of using the Services, including any Accounting and Revenue Data.
“Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
“Fees” means the fees for our Services as notified by us in writing to you.
“Revving” “we” “us” means Revving Limited, a company registered in England and Wales with company number 12735446 and with registered office at 250 Wharfedale Road, Winnersh Triangle, Wokingham, Berkshire RG41 5TP, United Kingdom.
“Services” means the cloud-based treasury management services ‘Payment Accelerator’ and ‘Currency Manager’ provided by Revving to you via the ‘Working Capital Solution’ or the ‘Embedded Finance Solution’ as more particularly described on www.revving.io.
“Software” means any software provided to you by Revving which enables you to share your Accounting and Revenue Data with us in order to use the Services
“Subscription Period” means the initial period of this agreement as notified by us in writing to you, commencing on the date on which you first sign up to the Services and each subsequent period of the same length as the initial period.
“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
2. Software Compatibility
2.1 In order for us to provide our Service we must access a compatible accounting software package and some or all of the revenue sources that you receive payment from. A full list of the accounting software packages (and relevant version numbers) can be obtained from our support team at email@example.com. This list may be updated from time to time without notice. You shall ensure your accountancy software’s compatibility.
2.2 Where you choose to use our Software, we may require remote access to your computer to install the Software. You agree to provide us with access to your computer for the purposes of installing the Software. We are only responsible for installing our Software and take no responsibility for upgrading and/or assessing the condition of your computer. If you are concerned about the functionality of your computer prior to installation, we suggest that you contact a computer specialist to assist you.
2.3 You warrant that, for the duration of your use of the Services, your accounting software is up to date, fully licenced and valid. We reserve the right to suspend our Services and uninstall or disable our Software (if applicable) at any time if we find that the use of your accounting software breaches the warranty in this clause.
2.4 You warrant that, for the duration of your use of the Services, you will give us access to your accounting software and those revenue sources that you receive payment from and we need access to provide the Services. We reserve the right to suspend our Services and uninstall or disable our Software (if applicable) at any time if we find that you are in breach of the warranty in this clause.
3. Authorised Use
3.1 Subject to you paying the Fees in accordance with clause 9, the restrictions set out in this clause and the other terms and conditions of these Terms, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Services during all Subscription Periods.
3.2 You must not:
3.2.1 use the Services 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 Services or any operating system;
3.2.2 infringe our intellectual property rights or those of any third party in relation to your use of the Services; or
3.2.3 transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Services.
3.3 You must not:
3.3.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between us and except to the extent expressly permitted under these Terms:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software in any form or media or by any means; or (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of thesoftware; or
3.3.2 access all or any part of the Services in order to build a product or service which competes with the Services; or
3.3.3 use the Services to provide services to third parties; or
3.3.4 license, sell, rent, lease, transfer, assign or otherwise make the Services available to any third party, or
3.3.5 attempt to obtain, or assist third parties in obtaining, access to the Services; or
3.3.6 introduce or permit the introduction of, any virus into our network and information systems.
3.4 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
4.1 We shall provide the Services to you on and subject to these Terms.
4.2 We will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week. If for any reason we need to interrupt the Services for exceptional, scheduled maintenance, we will use reasonable endeavours to publish advance notice of such interruption on our website.
5. Customer Data
5.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
5.2 You warrant that any Accounting and Revenue Data available on your accounting software platform or through the revenue platforms you are connected to is a true and complete record of your financial dealings with the relevant third party, and that the data has not been falsely entered onto your accounting system or modified in any way before transmission to us. You also warrant that you have not provided Accounting and Revenue Data which is likely to lead to a misleading representation of any third party, for example only providing details of selected transactions with a third party. You also warrant that all Accounting and Revenue Data will be kept up to date and that you will inform us of any material changes to the Accounting and Revenue Data you provide to us. You also warrant that you will reconcile invoices before authorising us to chase payments as the performance of our Services relies on the accuracy of the information you provide. Revving bears no responsibility for any acts or omissions which occur as a result of inaccurate information you provide (for example, incorrect or missed payment chases).
5.3 You will be liable to us and indemnify us for any breach of any warranty you make to us, and for any liability we incur in sending out payment reminders to any third party, and such indemnity will cover all loss or damage, including consequential loss, we suffer as a result of your breach of warranty.
5.4 We may from time to time ask you to verify any Accounting and Revenue Data that you have provided to us, and you agree to co-operate with us at your own cost to such extent and provide to us such information and assistance as we may reasonably require.
5.6 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5.7 The parties acknowledge that:
5.7.1 for the purposes of the Data Protection Legislation, if we process any personal data on the Customer’s behalf when performing our obligations under these Terms, the Customer is the controller and we are the processor.
5.7.2 the scope, nature and purpose of any processing of personal data by us will be to the extent required to perform the Services, the types of personal data will include names and contact details of the Customer and third parties with whom the Customer does business and the processing will be for the duration of this agreement.
5.7.3 the personal data may be transferred or stored outside the European Economic Area or the country where the Customer is located in order to carry out the Services and our other obligations under this agreement.
5.8 Without prejudice to the generality of clause 5.6, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data and the Accounting and Revenue Data to us for the duration and purposes of this agreement so that we may lawfully use, process and transfer such data in accordance with these Terms on the Customer’s behalf.
5.9 Without prejudice to the generality of clause 5.6, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under this agreement:
5.9.1 process that personal data only on the written instructions of the Customer unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (“Applicable Laws”). Where we are relying on Applicable Laws as the basis for processing personal data, we shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying the Customer;
5.9.2 not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
(a) the Customer or Revving has provided appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
(c) Revving complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(d) Revving complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
5.9.3 assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
5.9.4 notify the Customer without undue delay on becoming aware of a personal data breach;
5.9.5 at the written direction of the Customer, use reasonable endeavours to delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use); and
5.9.6 maintain complete and accurate records and information to demonstrate its compliance with this clause and immediately inform the Customer if, in our opinion, an instruction infringes the Data Protection Legislation.
5.10 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
5.11 The Customer consents to Revving appointing a third-party processor of personal data under these Terms. Revving confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause and which Revving confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Revving, Revving shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause.
6. Proprietary Rights
6.1 All intellectual property rights in the Services throughout the world belong to us (or our licensors) and the rights in the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Services other than the right to use them in accordance with these terms.
6.2 We confirm that we have, and will maintain, all necessary licences, consents, and permissions necessary for the performance of our obligations under these Terms.
7. Our Liabilities and Responsibilities
7.1 We shall provide the Services with reasonable skill and care. We shall not however be responsible for any failure to deliver the Services resulting from factors outside of our control, including, without limitation, the non-performance or improper performance by third parties of services which we outsource or license in to provide our Services, or any failure on your part to maintain an online connection between your systems and ours, or provide us with accurate information as reasonably requested by us to perform our Services.
7.2 We do not warrant that:
7.2.1 your use of the Services will be uninterrupted or error-free; or
7.2.2 that the Services and/or the information obtained by you through the Services will meet your requirements.
7.3 Use of the Services is not intended to amount to financial or accounting advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the information obtained by you through the Services.
7.4 We shall always aim to protect your identity and will only disclose your identity if reasonably required to do so by operation of law or in accordance with a court order, or if we believe that it is appropriate in all of the circumstances to do so.
7.5 Except as expressly and specifically provided in these Terms:
7.5.1 you assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
7.5.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
7.5.3 the Services are provided to you on an “as is” basis.
7.6 Nothing in these Terms excludes our liability:
7.6.1 for death or personal injury caused by our negligence; or
7.6.2 for fraud or fraudulent misrepresentation.
7.7 Subject to clause 7.5 and clause 7.6:
7.7.1 we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/ or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
7.7.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services under these Terms shall be limited to the total fees paid by you during the 12 months immediately preceding the date on which the claim arose.
8. Subscription Duration
8.1 Subject to the provisions of this clause, these Terms shall commence on the date on which you first sign up to the Services and shall continue for an initial Subscription Period. Unless terminated in accordance with clause 10, at the end of the initial Subscription Period and each subsequent Subscription Period, these Terms shall automatically continue for another Subscription Period.
9.1 The Customer shall pay the Fees to us during each Subscription Period. We reserve the right to amend our Fees from time to time upon reasonable notice to you.
9.6 All amounts and fees stated or referred to in these Terms are exclusive of value added tax (if applicable), which shall be added to the Fees (where applicable) at the appropriate rate.
9.7 We reserve the right to suspend and disable access to our Services immediately if you fail to pay any sums due under these Terms.
10. End of Service
10.1 You may terminate our Services at any time either by email to firstname.lastname@example.org, via your account on our website or by email to your account manager). Your subscription to the Services will terminate at the end of the Subscription Period in which notice is received by us.
10.2 Our Services may also be terminated by either party on notice by email to the other if the other party is in material breach of these Terms (including non-payment) and has failed to rectify such breach (in the case of a breach capable of being remedied) within thirty (30) days of receiving a notice requiring you or us to do so. On material breach of these Terms (including non-payment) by the Customer, we may immediately suspend your access to our Services until such breach is remedied. Notice under this clause, if given by you shall be emailed to email@example.com and, if given by Revving, shall be emailed to the email address used by you to register for the Services.
10.3 Termination shall discharge us from any liability for further performance of our Services to you.
11. Compliance with Relevant Law
11.1 We each undertake to the other that we will comply fully with all applicable legal obligations and all applicable statutes, laws, regulations, directives or requirements made by any governmental authority or equivalent body of competent jurisdiction.
12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information disclosed in connection with the Services including any information (whether or not technical) that would be regarded as confidential by a reasonable business person, except as permitted below.
12.2 Each party may disclose the other party’s confidential information:
12.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under these Terms or in connection with the Services. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause and at all times, each party is liable for any failure to comply; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under these Terms or in connection with the Services.
12.4 On termination, subject to clause 5, each party shall use its best endeavours to destroy or erase all documents and materials (and any copies) containing, reflecting, incorporating or based on any confidential information of the other party.
12.5 The provisions of this clause shall continue to apply after the termination of these Terms.
13. Other Terms
13.1 You may not assign, licence or transfer any of your obligations under these Terms to any third party. We may freely assign our rights and obligations under these Terms.
13.2 If either of us fails to exercise any right or remedy available under these Terms then such failure or delay will not prevent either of us from relying on those rights or remedies in the future. A waiver of a breach of these Terms shall not constitute a waiver of any other breach of these Terms.
13.3 The enforceability or otherwise of any clause, sub-clause or provision of These Terms shall not affect in any way the enforceability of the remainder of these Terms.
13.4 A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms but this does not affect any right or remedy that exists or is available apart from that Act.
13.5 These Terms are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.