Capium terms of service

Agreement: these Terms of Service and the Order Form, and all documents referenced in them.

Authorised Users: those employees, agents and independent contractors of the Customer and (for Accountants only) those of any Client, who are authorised by the Customer to use the Services.

Business: means a Customer who is not an Accountant, and is using the Services solely for its own internal purposes.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Capium: Capium Ltd, a company registered in England and Wales under company number 08438321, which has its registered office at 3rd Floor 86-90 Paul Street, London, England, EC2A 4NE. Email: info@capium.com. Capium Ltd is registered with the Information Commission Office (ICO number ZA070927).

Client: a business to which an Accountant provides accountancy services, specified as a Client in the Dashboard.

Client Employee: an individual staff member of a Client in respect of which the Services are used by the Customer.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 14.6 or clause 14.7.

Credentials: the Customer’s or (as the case may be) Client’s user or account credentials with HMRC, Companies House or any payment institution.

Customer: the entity whose details are set out in the Order Form. Each Customer is either an Accountant (who may use the Services in respect of its Clients) or a Business (who uses the Services for its own internal purposes).

Customer Data: the data inputted by the Customer, or Authorised Users for the purpose of using the Services or facilitating the Customer’s use of the Services.

Dashboard: the Customer’s private account area comprised in the Services.

Documentation: the document made available (as amended from time to time) online via https://www.capium.com/knowledge-base/ or such other web address notified by Capium to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date: the date of completion of the Order Form.

Free Plan: is as defined in clause 11.

Initial Subscription Term: the initial term of this agreement as set out in the Order Form.

Normal Business Hours: 8.00 am to 5.00 pm local UK time, each Business Day.

Order Form: the online subscription process by which the Customer agrees to subscribe to the Services for the Subscription Term, for payment of the Subscription Fees.

Registration Form: the online form by means of which the Customer registers to use the Free Plan in respect of the Services.

Renewal Period: the period described in clause 17.2.

Services: the online accountancy software subscription services provided by Capium to the Customer under this agreement via www.capium.com or any other website notified to the Customer by Capium from time to time, as more particularly described in the Documentation.

Software: the online accountancy software applications provided by Capium as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to Capium for the User Subscriptions, as set out in the Order Form.

Subscription Term: has the meaning given in clause 17.2 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Subscription: the subscriptions purchased by the Customer which entitle Authorised Users to access and use the Services in accordance with this agreement.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

• is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• facilitates illegal activity;
• depicts sexually explicit images;
• promotes unlawful violence;
• is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• is otherwise illegal or causes damage or injury to any person or property;and Capium reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

• planned maintenance carried out during the maintenance window of 12.00 am to 4.00 am UK time; and
• unscheduled maintenance performed outside Normal Business Hours, provided that Capium has used reasonable endeavours to give the Customer at least6 Normal Business Hours’ notice in advance.

• the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Capium’s other obligations under this agreement;
• the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Capium so that Capium may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf;
• the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
• the Customer shall ensure that the relevant third parties have given their consent to SMS and email alerts required by all applicable data protection legislation;
• Capium shall process the personal data only in accordance with the terms of this agreement, the Documentation and any lawful instructions reasonably given by the Customer from time to time; and
• each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

• does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements;
• does not make any warranty in respect of the use of the Services in respect of any financial data pertaining to any territory outside the United Kingdom or any accountancy standard outside the United Kingdom;
• does not warrant that the financial or accounting formulae, data, timescales, deadlines or calculations in the Services will be correct at any point in time; and
• is 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 the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

• provide Capium with:
  • all necessary co-operation in relation to this agreement; and
  • all necessary access to such information as may be required by Capium;
    in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
• comply with all applicable laws and regulations with respect to its activities under this agreement;
• carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Capium may adjust any agreed timetable or delivery schedule as reasonably necessary;
• ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and the Customer shall be responsible for any Authorised User’s breach of this agreement;
• obtain and shall maintain all necessary licences, consents, and permissions necessary for Capium, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
• ensure that its network and systems comply with the relevant specifications provided by Capium from time to time; and
• be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Capium’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

• the Services are no more than a tool to assist financial professionals in their carrying out their duties with their own professional care, skill and due diligence;
• nothing in the Services is intended to be a substitute for the Customer to carry out its own checks and verifications on the accuracy of any data, reports or other product generated by use of the Services;
• The Customer, not Capium is responsible for the content of any submission made by means of the Services to HMRC, Companies House, or any third party.

• its credit card details to Capium, the Customer hereby authorises Capium to bill such credit card:
  • on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
  • subject to clause 17.2, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
• its approved purchase order information to Capium, Capium shall invoice the Customer:
  and the Customer shall pay each invoice within 30 days after the date of such invoice.
  • on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
  • subject to clause 17.2, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

• Capium may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Capium shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
• interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

• shall be payable in pounds sterling;
• are, subject to clause 16.3(b), non-cancellable and non-refundable;
• are exclusive of value added tax, which shall be added to Capium’s invoice(s) at the appropriate rate.

• 5GB for Storage Services;
• 5000 SMS for 100 Client package, 15000 SMS for 300 Client package and 25000 SMS for 500 Client package.

• is or becomes publicly known other than through any act or omission of the receiving party;
• was in the other party’s lawful possession before the disclosure;
• is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
• is independently developed by the receiving party, which independent development can be shown by written evidence.

• the Customer is given prompt notice of any such claim;
• Capium provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
• the Customer is given sole authority to defend or settle the claim.

• Capium is given prompt notice of any such claim;
• the Customer provides reasonable co-operation to Capium in the defence and settlement of such claim, at Capium’s expense; and
• Capium is given sole authority to defend or settle the claim.

• a modification of the Services or Documentation by anyone other than Capium; or
• the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Capium; or
• the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from Capium or any appropriate authority.

• the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Capium shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Capium by the Customer in connection with the Services, or any actions taken by Capium at the Customer’s direction;
• 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 this agreement; and
• the Services are provided to the Customer on an “as is” basis.

• for death or personal injury caused by Capium’s negligence; or
• for fraud or fraudulent misrepresentation.

• Capium 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 this agreement; and
• Capium’s total aggregate liability in contract (including in respect of the indemnity at clause 15.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the greater of £200 (two hundred pounds) and the total Subscription Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.

• the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
• the other party commits a material breach of any other term of this agreement 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 repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
• the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
• the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
• the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
• a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
• a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
• any 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 clause 17.2(d) to clause 17.2(j) (inclusive); or
• the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

• all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
• each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
• Capium may destroy or otherwise dispose of any of the Customer Data in its possession unless Capium receives, no later than ten days after the date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Capium shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Capium in returning or disposing of Customer Data. Capium recommends that the Customer make use of the facility in the Services to download Customer data for local back up on Customer’s own computing facilities; and
• any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.