Terms and Conditions

Qokoon Terms of Service Welcome to Qokoon, an online service which provides financial analysis and reporting tools, and such other tools and services as we may make available to you from time to time (the “Services”). We will make you aware of any additional terms that apply to any other Service. Further details of the Services are available on our website at https://www.qokoon.ai/ (the “Site”).For the avoidance of doubt, the following Terms of Service apply to our SaaS offering made available on our website (“SaaS”). Terms for our Financial Management services will be provided when discussing these services with potential clients. In these terms of service (“Terms”):“we”, “us” and “our” means VFD SaaS Technologies Limited (trading as Qokoon), a company incorporated in England and Wales with company number 09312818 and with its registered office at 35a Cresswell Road, Twickenham, London, England, TW1 2EA; and “you” and “your” means the entity entering into an agreement with us, to enable that entity and its Authorised Users to use the Service.Additional capitalised terms used in the Terms are defined in clause 1 below.Any person accepting the Terms on your behalf warrants to us that they have:the authority to act on your behalf;read and understood the Terms and our Privacy Policy. The Terms create a legally binding agreement between you and us and apply every time you use the Services. If you click online to indicate your acceptance of the Terms, or continue to use Services, you have agreed to the Terms. Once you have agreed to the Terms and paid for a SaaS subscription, fees will not be refundable. You can of course cancel your subscription at any time. For the avoidance of doubt, you will be able to upgrade or change your subscription once your billing period expires. You will also be able to upgrade (not downgrade) before the expiration of an active subscription.We do not accept any other terms or conditions that you attempt to impose on us including those associated with any purchase order you issue. Such other terms and conditions will not apply.Definitions and interpretationIn the Terms the following words and phrases shall have the following meanings:Accounting Softwarethird party cloud- or desktop-based accounting (or similar) software or systems, such as Xero, that provide or extract data or information (including Your Materials) for use in conjunction with the Services.Applicable Lawsall applicable laws, statutes, regulations, mandatory codes of practice and professional regulatory obligations from time to time in force;Authorised Userany employee, agent, consultant and/or subcontractor engaged by you or any member of your group of companies who you authorise to use the Services in accordance with the Terms;Business Daya day other than a Saturday, Sunday or public holiday in England;Business Hours9.00 am to 5.00 pm on any Business Day;Chargesthe fees payable by you for your use of the Services in accordance with clause 5;Data Protection Legislationmeans:Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) including the recitals (the “GDPR”) and any equivalent or implementing legislation including the Data Protection Act 2018 and the UK GDPR; andall other applicable laws (including judgments of any relevant court of law) and regulations relating to the processing of personal data, data privacy, electronic communications, marketing and/or data security,in each case as from time to time in force and as from time to time amended, extended, consolidated, re-enacted, replaced or otherwise incorporated into law, and all subordinate legislation made under any of the above;Intellectual Property Rightspatents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know- how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;Ordermeans our online form that describes the Services you choose and that we agree to provide to you;Partyyou or us and “parties” means both you and us;Payment Method means a valid credit or debit card, direct debit or other means of payment we accept;Personal Datathe personal data (as defined in the GDPR) collected and/or processed by us in connection with the provision of the Services;Privacy Policythe privacy policy available at https://www.qokoon.ai/privacy as we may update it from time to time by written notice to you;Promotion Termsany specific additional terms attached to a price or services promotion that we run, notified to you via our website and in your Order, in addition to these Terms;Subscription the agreement between you and us relating to your use of the Services formed by the Terms, your Order and our Privacy Policy;Subscription Start Datethe date on which you accept the Terms online or such other date that you and we agree that your Subscription starts (as applicable);Subscription Termthe date on which you accept the Terms online or such other date that you and we agree that your Subscription starts (as applicable);Subscription Yeareach successive 12-month period starting either on your Subscription Start Date, or on an anniversary of that date;Termsmeans these terms of service and any further terms set out in your Order or any applicable Promotion Terms;VATvalue added tax chargeable under the Value Added Tax Act 1994;Virusmeans any thing or device (including any software, code, file or programme) which is designed to prevent, impair or otherwise adversely affect the operation of any software, hardware, network or service, or adversely affect access to data, and including worms, trojan horses, viruses and other similar things or devices; andYour Materialsall documents, information, data, items and materials in any form, whether owned by you or a third party, which are provided to us by you or your Authorised Users in connection with your use of the Services.

‍2. Use of the Services In consideration of the mutual promises and obligations set out herein, we grant to you a non-exclusive, non-transferable, non-sublicensable right during your Subscription Term for you and your Authorised Users to use the Services for your internal business purposes only in accordance with the Terms.We shall provide the Services to you in accordance with the Terms in all material respects.

‍3. Your obligations You shall:ensure that each of your Authorised Users comply with the Terms;co-operate with us in all matters relating to the Services;ensure that you have and maintain all licences, consents and permissions necessary for the receipt of the Services;use the Services in compliance with all Applicable Laws;ensure any information or data you or your Authorised Users provide to us (either directly or through any third party accounting software or online platform) is accurate, lawfully authorised, and is not offensive, or otherwise unlawful or objectionable and that our use of such information or data does not infringe applicable law or the intellectual property rights or any other rights of any third party;be responsible for procuring and maintaining your network connections to access the Services; use all reasonable endeavours to prevent any unauthorised access to or use of the Services, including ensuring that all credentials required to access the Services are kept secure and confidential; and notify us promptly in the event of any such unauthorised access or use of the Services using your access credentials; andacknowledge that your classification of items, suppliers, accounts, customers, and/or invoices, in any Accounting Software will impact the reporting provided by us.You shall not and shall not permit any other person to:attempt to copy, modify, or distribute any part of the Services, unless expressly permitted by Applicable Laws or under the Terms;access, store, distribute or transmit any Virus at any time when accessing and/or using the Services; oraccess all or any part of the Services in order to build a product or service which competes with the Services or to provide services to a third party.If our performance of our obligations under the Terms is prevented or delayed by any act or omission of you, your agents, subcontractors, consultants or employees, without prejudice to any other right or remedy we may have, we shall be allowed an extension of time to perform our obligations which appropriately reflects any delay caused and we shall not be in breach of the Terms.We reserve the right to disable your and/or any of your Authorised Users’ access to the Services if you and/or any of your Authorised Users breach the Terms.  Any suspension will not prevent us from terminating your Subscription at a later date.

‍4. Our obligations We shall:comply with all Applicable Laws concerning the Service and the Agreement; andmake the Service available to you (including your Authorised Users) in accordance with the Terms in all material respects.We:do not warrant that your use of the Service will (i) meet your specific requirements, and/or (ii) be uninterrupted or error-free;are not responsible for any failure of the Service to the extent that such failure results from your acts or omissions (or those of your personnel, client(s), contractors and/or agents); andare not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

‍5. Charges and payment You shall pay the Charges (if any) set out in your Order on each monthly or yearly anniversary (as agreed) of your Subscription Start Date using your Payment Method. All charges are inclusive of UK VAT but exclusive of all other taxes, levies, or duties imposed by taxing authorities. You are responsible for payment of all such taxes, levies, or duties.The Charges are billed in advance and those fees are non-refundable. There are no refunds or credits for partial months or years of service, upgrade/downgrade refunds, or refunds for months unused with an open account.You must tell us of any dispute over Charges within 15 days of the due date for such Charges.We may increase the Charges by giving you notice at any time. Any increase will apply from the next monthly or yearly anniversary of your Subscription Start Date (as applicable) occurring at least 30 days after the date of the increase notice.  You may terminate your Subscription at the end of the Subscription Term (as set out in clause 10) if you do not want to accept the increase.You must provide us with a valid Payment Method during the onboarding process and you hereby authorise us to collect all Charges from any Payment Method associated with your account with us.We may suspend your access to the Services until we have been able to charge your Payment Method for all amounts due or until all outstanding payments have otherwise been received in full. You are responsible for any (a) uncollected amounts (b) all fees or charges made by the Payment Method issuer or bank.You can update your Payment Method in your account at any time. We use third parties to process payments. Your payment information, Payment Method and other Personal Data will be passed to such third parties.For any upgrade or downgrade in Subscription plan, you will be charged the new rate commencing from the start of your next billing cycle.Downgrading your Subscription plan may cause a reduction in features or your access to the Services. We bear no liability for such reduction.Unless you notify us before the end of the applicable Subscription Term that you wish to cancel, using the method described in clause 10.5 below, your Subscription will automatically renew at the end of the then-current period and you authorise us to collect the then-applicable Subscription fee in accordance with these Terms.

‍6. Data protection and data processing We will collect and process Personal Data in connection with our provision of the Services. For the purposes of the Data Protection Legislation, we will be a controller (as defined in the GDPR) of that Personal Data. We shall process the Personal Data in accordance with the Terms and our Privacy Policy.Each party warrants to the other that it shall comply with its respective obligations under the Data Protection Legislation.

‍7. Intellectual property rights Intellectual Property Rights in the Services and the Site (as well as any modifications, developments, improvements to, derivative works of or data emanating from the same) remain our property (or the property of our licensors).Intellectual Property Rights in Your Materials remain your property. You hereby grant us a licence to use, copy, transmit, store and back up Your Materials for the purpose of enabling you to use the Services, and for any other purpose related to the provision of the Services to you. This applies both during your Subscription Term, and for so long as we are required to retain such information in order to comply with Applicable Laws. We shall back up Your Materials on a regular basis, and you should do the same. In the event of any loss or damage to Your Materials, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up of Your Materials maintained by us in accordance with this paragraph. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Materials caused by any third party (except those third parties sub-contracted by us to perform services related to these Terms).Where you grant access to Accounting Software you must ensure that you are licensed to do so under your terms with such third party. We will not be responsible if you breach any third party terms as a result of such access.Subject to the following we shall keep you indemnified in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by you as a result of or in connection with any claim brought against you for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, our supply or your receipt or use of the Services in accordance with the Terms.We shall have no liability under the indemnity in the paragraph above to the extent that any alleged or actual infringement is based on: (i) a modification of the Services by any party other than us or by any parties authorised in writing by us to make such modifications; (ii) use of the Services in combination with software, services or data not supplied or expressly authorised by us in writing; (iii) your use of the Services in a manner contrary to instructions we have given you or otherwise in breach of the Terms; and/or (iv) your use of the Services after notice of the alleged or actual infringement from us or any appropriate authority.You are solely responsible for the legality, reliability, integrity, accuracy and quality of Your Material and your Personal Data, and for ensuring that we are legally entitled to use it in providing the Services to you. You shall keep us indemnified in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by us as a result of or in connection with any claim brought against us, our agents, subcontractors or consultants by any third party arising out of, or in connection with, the receipt or use of Your Materials and/or your Personal Data in the performance of the Terms. If either party (the “Indemnifying Party”) is required to indemnify the other party (the “Indemnified Party”) under this clause 7, the Indemnified Party shall:notify the Indemnifying Party in writing of any claim in respect of which it wishes to rely on the indemnity (“Indemnity Claim”);allow the Indemnifying Party (at its own cost and provided that the Indemnifying Party considers and defends any Indemnity Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute) to conduct all negotiations and proceedings and to settle the Indemnity Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party's prior approval of any settlement terms, such approval not to be unreasonably withheld;provide the Indemnifying Party with such reasonable assistance regarding the Indemnity Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party's costs so incurred; andnot, without prior consultation with the Indemnifying Party, make any admission relating to the Indemnity Claim or attempt to settle it.

‍8. Confidentiality Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party, except as permitted by this clause.The obligations in above shall not apply to any information which is already in the public domain or comes into the public domain other than as a result of a breach of the Terms. In addition, each party may disclose the other party's confidential information:to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights, providing the Services or carrying out its obligations under or in connection with the Terms.  Each party shall ensure that such persons to whom it discloses the other party's confidential information comply with this clause 8; in our case, in accordance with our Privacy Policy; andas may be required by Applicable Laws, a court of competent jurisdiction or any governmental or regulatory authority.

‍9. Limitation of liability Nothing in the Terms shall limit or exclude our liability (i) for death or personal injury caused by our negligence, (ii) for fraud or fraudulent misrepresentation, or (iii) to the extent that such liability cannot be limited or excluded by Applicable Laws.Subject to the above paragraph, we shall not be liable to you under or in connection with the Terms or the Services (whether in contract, tort (including negligence), for breach of statutory duty, or otherwise) for: (i) loss of profit; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of or damage to goodwill; (vi) loss of use or corruption of software, data or information (other than due to our obligation to back up Your Materials as required in clause 7); and (vii) any indirect or consequential loss.Subject to the above two paragraphs our total liability to you under or in connection with the Terms or the Services (whether in contract, tort (including negligence), for breach of statutory duty, or otherwise) shall be limited, in respect of all events occurring in each Subscription Year, to an amount equal to the Charges paid by you in that Subscription Year.Except as expressly provided in the Terms and to the fullest extent permitted by Applicable Laws:you assume sole responsibility for results obtained from your use of the Services, and for conclusions drawn from such use. We shall have no liability for any loss or damage caused by errors or omissions in any information, instructions, algorithms or scripts provided to you in connection with the Services, or any actions taken by us at your direction;all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from the Terms; andthe Services is provided to you on an "as is" and “as available” basis.We shall not be in breach of the Terms or liable for failure to provide the Services due to circumstances beyond our reasonable control, and we do not warrant that your use of the Services will be uninterrupted or error-free or that the Services and/or the information obtained through the Services will meet your requirements.We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

‍10. Term and Termination Your Subscription Term begins on your Subscription Start Date and shall continue until terminated in accordance with the Terms. Once you have started your Subscription Term, it cannot be cancelled and you will be liable for the Charges.Without affecting any other right or remedy available to it, either party may terminate your Subscription with immediate effect by giving written notice to the other party if:the other party commits a material breach of the Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;the other party has a receiver, administrator, administrative receiver or manager appointed over the whole or any part of its assets, becomes insolvent, compounds or makes any arrangement with its creditors, commits any act of bankruptcy, is wound up or goes into liquidation; orany event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in the above sub-paragraph.We may terminate or suspend your Subscription with immediate effect if any amount due in respect of your Subscription remains unpaid 15 days after we have given notice asking for such payment.  We may terminate your Subscription at any time by giving not less than 30 days' written notice (which may be via email or within your account) to you. If you, as the Client, wish to terminate your Subscription, you must notify us using our normal account management and termination process on the Site. You are solely responsible for properly cancelling your Subscription. An email or phone request to cancel your Subscription is not effective cancellation. Upon cancellation, data associated with your account will be retained for a short period to allow reversal of the cancellation, after which it will be irrevocably deleted from the Site. We reserve the right to maintain non-identifiable, anonymised, data for statistical and security purposes and logging data in accordance with our Privacy Policy found at https://www.qokoon.ai/privacy.Wherever we have a right to terminate your Subscription, we shall also have the right to suspend one or more Authorised Users’ access to the Services.  We may also suspend such access to protect the security of the Services and to maintain our systems.

‍11. Consequences of termination On termination or expiry of your Subscription:your and your Authorised Users’ access to the Services shall cease;you shall immediately pay us or all outstanding amounts owed; andthe following provisions of the Terms shall continue in force: clause 7 (Intellectual property rights), clause 8 (Confidentiality), clause 9 (Limitation of liability), clause 11 (Consequences of termination), clause 12 (General), clause 13 (Governing law and jurisdiction) and clause 1 (Definitions and interpretation).We shall not provide any refund of any Charges paid by you in advance for any period following the termination of your Subscription.Termination of your Subscription shall not affect any rights or remedies that you or we may have accrued up to the date of termination.

‍12. General You may not assign, transfer, subcontract or otherwise deal in any other manner with any of your rights or obligations under the Terms without our express prior written consent.We reserve the right to make changes to the Services, the Site, our Privacy Policy and/or the Terms in our discretion from time to time, and any such changes will be published on the Site and be effective from the date of publication. We shall make reasonable efforts to communicate these changes to You via email or notification via the Site. By continuing to use the Services you shall be deemed to have accepted the changes.We are not Your accountant or financial advisor and use of the Services does not constitute the receipt of accounting or financial advice. If You have any accounting questions, please contact an accountant. It is Your sole responsibility to determine that the Services meets the needs of Your business. You remain solely responsible for complying with all applicable accounting, tax and other laws.A waiver of any right or remedy under the Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. Any remedy available under or connection with the Terms shall, unless set out otherwise, be without prejudice to the availability of any other remedy. A failure or delay by a party to exercise any right or remedy provided under the Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.Neither you nor we shall be liable under the Terms for any failure or delay in carrying out our obligations, to the extent that the failure or delay is caused by events or circumstances beyond its reasonable control.If any provision or part-provision of the Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms.The Terms constitute the entire agreement between you and us in relation to access to and/or use of the Services and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Terms.No one other than a party to the Terms shall have any right to enforce any of its terms.Technical support is only provided to paying Subscription holders and is only available via email.Other than service of legal proceedings which shall be conducted as per the legal requirements from time to time, any notice given under the Terms by either party to the other must be sent by email: (i) to us at info@qokoon.ai or any other email address we notify to you; and (ii) to you at the email address which you provided when setting up your account for the Services. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender) provided that no delivery failure message is received by the sender.

‍13. Governing law and jurisdiction The Terms and our Privacy Policy and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England.Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms and/or our Privacy Policy or their subject matter or formation.