Terms and Conditions

1. These terms

These terms and conditions ("Terms") govern your use of the WAW Profi accounting platform, our websites and related services (together, the "Service"), supplied by WAW Profi Limited, a company registered in England and Wales with company number 17228353, whose registered office is at 174 Hammersmith Road, London, England, W6 7JP ("we", "us", "our").

By creating an account, or by using the Service, you agree to these Terms. If you are agreeing on behalf of a business, you confirm that you have authority to bind that business, and "you" means that business.

Please read these Terms alongside our Privacy Notice. The data processing terms in Schedule 1 form part of these Terms.

These Terms are written for business customers. If you are a consumer contracting outside the course of a business, certain provisions below are modified in your favour by the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and nothing in these Terms removes rights you have under that legislation. Section 17 explains the position.

2. Definitions

3. The Service

We provide cloud accounting software including ledger, invoicing, purchases, banking, reporting, tax and payroll functionality, together with practice management tools for accountancy firms. We will provide the Service with reasonable skill and care, and substantially in accordance with the documentation we publish for it.

We may change, add to or withdraw features from time to time. Where a change materially reduces the functionality of a paid feature you rely on, we will give you at least 30 days' notice, and you may terminate under section 15 without penalty if the change is materially detrimental to you.

4. Your account

You must:

• provide accurate registration information and keep it current;
• keep your credentials confidential and not share them;
• enable multi-factor authentication where we require it;
• tell us promptly if you believe an Account has been compromised.

You are responsible for everything done under your Users' Accounts. You must ensure that each User complies with these Terms. You must be at least 18 years old to hold an Account.

5. Subscriptions, trials and renewal

Your Subscription, the plan you are on, and the charges that apply are set out on our pricing page and confirmed to you at the point of purchase.

Trials

Where a trial period applies, it is stated at sign-up. Unless you cancel before the trial ends, the Subscription continues and the first payment becomes due.

Renewal

Subscriptions renew automatically for successive periods of the same length until cancelled in accordance with section 15.

Changes to charges

We may change our charges. We will give you at least 30 days' notice before a change takes effect, and it will not apply until your next renewal. If you do not accept the change you may cancel before it takes effect.

6. Payment

Payments are processed by Stripe. We do not receive or store your full card details. Charges are payable in advance and are stated exclusive of VAT unless we say otherwise. VAT is added at the applicable rate.

If a payment fails, we may retry it, and we may suspend the Service under section 14 if it remains unpaid. We will tell you before we suspend.

Where you are a business, we may charge interest on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998. Except where these Terms or the law say otherwise, charges are non-refundable, and we do not give refunds for partial periods.

7. Practice accounts and client workspaces

This section applies where you use the Service as a Practice.

7.1 Setting up a Client Workspace

You may create Client Workspaces for businesses you act for. When you do so, you confirm that:

• you are engaged by that client, or have their instruction to set up the Workspace;
• you are authorised to provide us with the client's details for that purpose; and
• you have made the client aware of our Privacy Notice.

You remain responsible to us for the acts and omissions of your staff in a Client Workspace.

7.2 Who pays

For each client you may choose one of two billing arrangements:

Client-billed. The client contracts with us directly for their Subscription and pays us with their own payment method. Their Subscription is theirs. If your engagement with them ends, their Workspace and Subscription are unaffected.

Practice-billed. You pay us for the client's Subscription. The charge is applied to your payment method, and the client is not asked to pay us. In that case:

• you are the customer for that Subscription and are liable for the charges;
• what you charge the client for the software, if anything, is a matter between you and them, and we are not a party to it;
• you may stop paying for a client at any time. Cancellation takes effect at the end of the period you have already paid for.

The Workspace does not close; it reverts to requiring the client's own Subscription, and we will tell the client so that they can put one in place. Changing the billing arrangement for an existing client requires the client's agreement, because it changes who contracts with us.

7.3 Access to a Client Workspace

Access to a Client Workspace is granted, and can be withdrawn, by that client. Where you create a Workspace for a client, access is granted to you at the point it is created, because you created it. Where a client already has a Workspace, you must request access and the client must approve it.

A client may withdraw your access at any time, with immediate effect and without notice to you. We will act on that instruction and are not liable to you for the consequences of it. Every occasion on which one of your staff opens a Client Workspace is recorded, and the record is visible to the client. You must not attempt to obscure, alter or circumvent that record. You must only access a Client Workspace for the purposes of the services you are engaged to provide.

8. Customer Data

You own your Customer Data. Nothing in these Terms transfers ownership of it to us.

You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display and process Customer Data solely to the extent necessary to provide the Service to you, to comply with the law, and to enforce these Terms. That licence ends when the data is deleted.

You are responsible for the accuracy, quality and legality of Customer Data, and for having the right to put it into the Service. We will maintain backups, but you remain responsible for keeping your own records as required by law.

9. Data protection

Each party will comply with the UK GDPR and the Data Protection Act 2018. In respect of Customer Data, you are the controller and we are the processor. Schedule 1 to these Terms sets out the subject matter, duration, nature and purpose of the processing, the types of personal data and categories of data subject, and our obligations under Article 28(3) of the UK GDPR, including our use of sub-processors.

In respect of your Account and our commercial relationship with you, we are a controller, and our Privacy Notice explains what we do.

Where you use the payroll module, you remain the employer and the controller of your employees' data, and you are responsible for issuing your own privacy information to them.

10. Third-party integrations

The Service connects to third-party systems including HMRC, Companies House, Stripe and open banking providers. Those connections operate under the third party's own terms, and we do not control their availability, accuracy or continuity. We are not liable for a failure or change in a third-party service, although we will make reasonable efforts to restore or replace a connection that stops working.

HMRC submissions

Where the Service supports a submission to HMRC under Making Tax Digital or otherwise:

• you authorise the connection, and you may withdraw that authorisation with HMRC at any time;
• you initiate every submission, and you are responsible for reviewing the figures before you do;
• you remain responsible for the accuracy and timeliness of your returns, and for any penalty, interest or assessment arising from them;
• we do not submit anything on your behalf without your instruction.

Open banking

Bank connections are provided under a licence held by our open banking provider. You authorise each connection directly with your bank and may revoke it at any time through your bank or through the Service.

11. The Service is not professional advice

This is important. The Service is software. It is not accountancy, tax, legal, audit or financial advice, and using it does not create a professional adviser relationship between you and us.

Automated features -- including document extraction, suggested tax treatments, deadline calculations and AI-generated commentary -- produce suggestions for a competent person to review. They are not a substitute for professional judgement.

You are responsible for:

• the correctness of your books and records;
• the classification and tax treatment of transactions;
• meeting your filing and payment obligations to HMRC, Companies House and any other authority; and
• obtaining professional advice where you need it.

Deadlines shown in the Service are calculated from the information you have provided and from published statutory rules. They are indicative. You must satisfy yourself of the deadlines that actually apply to you.

12. Acceptable use

You must not:

• use the Service unlawfully, or to store or transmit unlawful material;
• attempt to gain unauthorised access to the Service, to another customer's Workspace, or to any underlying system;
• probe, scan or test the security of the Service without our prior written consent;
• reverse engineer, decompile or disassemble any part of the Service, except to the extent that restriction is prohibited by law;
• resell, sublicense or make the Service available to a third party, except as expressly permitted by section 7;
• introduce malicious code, or use the Service in a way that impairs it for others;
• use the Service to build a competing product;
• remove or obscure any proprietary notice.

We may investigate a suspected breach, and may suspend under section 14.

13. Availability and support

We aim to keep the Service available at all times, but we do not warrant uninterrupted or error-free operation. We may carry out planned maintenance. Where it is likely to interrupt the Service materially, we will give reasonable notice and, where practical, schedule it outside UK business hours. We may need to carry out emergency maintenance without notice, for example to address a security issue.

Support is provided by email to support@wawprofi.com on UK business days. We aim to acknowledge enquiries within one business day. We do not offer a contractual service level unless we have agreed one with you separately in writing.

14. Suspension

We may suspend your access, in whole or in part, where:

• payment is overdue and remains unpaid after we have told you;
• we reasonably believe you are in material breach of section 12;
• we are required to do so by law; or
• continued access presents a security risk to the Service or to other customers.

We will give notice before suspending unless the circumstances make that impossible or unreasonable. We will restore access promptly once the cause is resolved. Suspension does not suspend your obligation to pay.

15. Term, cancellation and termination

These Terms begin when you first create an Account and continue until terminated.

You may cancel a Subscription at any time with effect from the end of the current billing period, using the cancellation option in the Service or by contacting us. We may terminate on 30 days' written notice, or immediately if you are in material breach and have not remedied it within 14 days of being asked to, or if you become insolvent.

On termination:

• your right to use the Service ends;
• you may export your Customer Data for 30 days after termination, using the export tools in the Service;
• after that period we will delete or anonymise Customer Data in accordance with the retention periods in our Privacy Notice, except where we are required by law to keep it;
• accrued rights and obligations, including payment obligations, are unaffected;
• sections 8, 9, 11, 16, 17, 18 and 21, and Schedule 1, survive.

We strongly recommend you export your records before cancelling. You have your own statutory obligations to preserve accounting records, and those obligations are yours, not ours.

16. Intellectual property

The Service, including its software, design and documentation, is owned by us or our licensors. We grant you a non-exclusive, non-transferable, revocable licence to use the Service during the term, for your internal business purposes and, where you are a Practice, for providing services to your clients.

You may give us feedback. If you do, you grant us a perpetual, irrevocable, royalty-free licence to use it, without obligation to you.

17. Warranties and liability

17.1 Our warranty

We warrant that we will provide the Service with reasonable skill and care. Except as expressly stated in these Terms, and to the fullest extent permitted by law, all other warranties, conditions and terms, whether express or implied, are excluded.

17.2 What we never exclude

Nothing in these Terms limits or excludes our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot lawfully be limited or excluded, including under section 2(1) of the Unfair Contract Terms Act 1977; or
• where you are a consumer, any of your statutory rights under the Consumer Rights Act 2015.

17.3 Business customers

Subject to 17.2, and where you are contracting in the course of a business:

We are not liable for: loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, loss or corruption of data where it results from your own failure to keep records, or any indirect or consequential loss, in each case whether or not foreseeable.

We are not liable for: any penalty, interest, assessment or surcharge levied by HMRC or any other authority in respect of a return you have submitted, or failed to submit. Section 11 explains why.

Our total liability in respect of all claims arising in any period of 12 months, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) the total charges you paid us in the 12 months before the first event giving rise to the claim, and (b) one thousand pounds (£1,000).

17.4 Consumers

If you are a consumer, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms or failing to use reasonable care and skill, but we are not responsible for loss or damage that is not foreseeable. We do not exclude liability in a way that would be unfair under the Consumer Rights Act 2015.

18. Confidentiality

Each party will keep the other's confidential information confidential, use it only for the purposes of these Terms, and protect it with at least the care it applies to its own confidential information.

This does not apply to information that is public through no breach, was already known, is independently developed, or must be disclosed by law -- in which case the disclosing party will, where lawful, be told first.

19. Changes to these Terms

We may change these Terms. We will give at least 30 days' notice of a material change, by email or by notice in the Service. If you do not accept a material change, you may terminate before it takes effect and we will refund any charges you have paid for a period after termination. Continuing to use the Service after a change takes effect means you accept it.

20. General

Force majeure

Neither party is liable for a failure to perform caused by an event beyond its reasonable control. If it continues for more than 60 days, either party may terminate.

Assignment

You may not assign these Terms without our written consent. We may assign to a group company, or in connection with a sale of our business, on notice to you.

Entire agreement

These Terms, including Schedule 1, together with our Privacy Notice, are the entire agreement between us, and supersede anything said or written before. Nothing limits liability for fraudulent misrepresentation.

No waiver

A delay in enforcing a right is not a waiver of it.

Severance

If a provision is found to be unenforceable, the rest continues in force.

Third parties

Except where these Terms say otherwise, a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.

Notices

Notices to us go to enquiry@wawprofi.com and to WAW Profi Limited, 174 Hammersmith Road, London, England, W6 7JP. Notices to you go to the email address on your Account.

21. Governing law and jurisdiction

These Terms, and any dispute arising out of them or their subject matter, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

If you are a consumer resident in Scotland or Northern Ireland, you may also bring proceedings in the courts of the part of the United Kingdom in which you live.

22. Contact us

Schedule 1 -- Data processing terms

These terms apply where we process personal data on your behalf as your processor, and are the terms required by Article 28(3) of the UK GDPR.

1. Subject matter and duration

We process Customer Data to provide the Service described in section 3, for as long as you hold an Account, and thereafter for the retention periods set out in our Privacy Notice.

2. Nature and purpose

Hosting, storage, organisation, retrieval, transmission, analysis and deletion of Customer Data, for the purpose of providing cloud accounting, payroll, tax and practice management functionality.

3. Types of personal data

Names, contact details, business and trading addresses, tax identifiers including UTR, National Insurance number, VAT registration number and PAYE references, bank account and transaction data, employment details including salary, tax code and pension contributions, and the contents of documents you upload.

4. Categories of data subject

Your employees, workers and contractors; your customers and their staff; your suppliers and their staff; your Users; and, where you are a Practice, your clients and their staff.

5. Our obligations

We will:

• process Customer Data only on your documented instructions, including as to international transfers, unless required otherwise by law -- in which case we will tell you first unless the law prohibits it;
• ensure that people authorised to process Customer Data are bound by confidentiality;
• take the technical and organisational measures described in section 10 of our Privacy Notice, as required by Article 32;
• respect the conditions in Articles 28(2) and 28(4) for engaging a sub-processor;
• taking into account the nature of the processing, assist you by appropriate technical and organisational measures in responding to requests from data subjects exercising their rights;
• assist you in complying with Articles 32 to 36, including in relation to security, breach notification and data protection impact assessments;
• at your choice, delete or return Customer Data at the end of the provision of the Service, and delete existing copies unless required by law to keep them;
• make available to you the information necessary to demonstrate compliance with Article 28, and allow for and contribute to audits, including inspections, conducted by you or an auditor you mandate;
• inform you immediately if, in our opinion, an instruction infringes data protection law.

6. Personal data breaches

We will notify you without undue delay after becoming aware of a personal data breach affecting Customer Data, and will provide the information you reasonably need to meet your own notification obligations.

7. Sub-processors

You give us general authorisation to engage the sub-processors listed in section 7.1 of our Privacy Notice.

We will inform you of any intended addition or replacement at least 30 days before it takes effect, and you may object on reasonable data protection grounds within that period. If we cannot resolve your objection, you may terminate the affected part of the Service without penalty. Each sub-processor is engaged under a written contract imposing obligations equivalent to those in this Schedule, and we remain fully liable to you for its performance.

8. International transfers

Customer Data is hosted in Australia and the United Kingdom, and is accessible to sub-processors in the locations set out in section 7.1 of our Privacy Notice. Transfers out of the United Kingdom are made under the safeguards described in section 8 of our Privacy Notice. By entering into these Terms you instruct us to make those transfers.

9. Audit

We will respond to a reasonable written request for information about our compliance with this Schedule. An on-site inspection may be carried out no more than once in any 12-month period, on 30 days' written notice, during business hours, subject to confidentiality, and without unreasonable disruption to our business -- except where an inspection follows a personal data breach, or is required by a supervisory authority, in which case these limits do not apply.