Terms of service.

These terms of service ("Terms") set out the agreement between DuoApp Limited and the business that uses DuoApp. Please read them carefully. They explain what we provide, what you pay, and what each of us is responsible for. They include a limit on our liability (section 20) and a section about third-party accounting packages (section 11).

1. Who we are

1.1 DuoApp is provided by DuoApp Limited, a company registered in England and Wales with company number 14320217, whose registered office is at King Arthurs Court, Maidstone Road, Charing, Ashford, England, TN27 0JS. Our VAT number is GB477032977. In these Terms, "DuoApp", "we", "us" and "our" mean DuoApp Limited.

1.2 You can contact us at contactus@duoapp.co.uk, about billing at accounts@duoapp.co.uk, or by phone on +44 1303 201346.

1.3 DuoApp is software for businesses. It is not offered to consumers, and these Terms are a business-to-business contract.

2. Definitions

2.1 In these Terms:

• "Account" means the account set up for your business in the Service.
• "Add-on" means an optional part of the Service that is charged separately from User charges, such as Accountancy Integration.
• "Accountancy Integration" means the Add-on that connects the Service to a supported third-party accounting package.
• "Admin" means a User given administrator rights on your Account. A "read-only Admin" can view, but not change, administrator settings.
• "Agreement" means these Terms, together with any Add-on terms or prices you accept in the Service and any separate written agreement signed by both of us that refers to these Terms.
• "Charges" means all amounts payable for the Service, including User charges and Add-on charges.
• "Customer", "you" and "your" mean the business, company or other organisation that creates or uses the Account.
• "Customer Data" means the data, documents, files and other content that you or your Users upload to, create in or send through the Service.
• "Data Protection Law" means the UK GDPR, the Data Protection Act 2018 and any other data protection law that applies in the United Kingdom.
• "Service" means the DuoApp platform, including our web application, mobile and desktop apps, Add-ons, and related support.
• "Third-Party Service" means any product or service not provided by us, including accounting packages such as Xero, QuickBooks Online and Sage Business Cloud Accounting.
• "User" means an individual you allow to use the Service under your Account, including your staff, subcontractors, clients and suppliers.

2.2 Headings are for convenience only. Words such as "including" and "for example" do not limit the words before them.

3. Accepting these Terms

3.1 You accept these Terms when you create an Account, start a free trial, or use the Service, whichever happens first.

3.2 The individual who accepts these Terms confirms that they are at least 18 years old and have authority to bind the business they represent. If they do not have that authority, they must not accept these Terms or use the Service.

3.3 If you have signed a separate written agreement with us, that agreement will take priority over these Terms where the two conflict.

4. Accounts, Users and security

4.1 You must give us accurate information when you create your Account and keep it up to date, including the contact details of your Admins and your billing details.

4.2 You decide who is a User and what they can access. You are responsible for your Users' use of the Service and for making sure they comply with the Agreement.

4.3 Each login is for one individual and must not be shared. You and your Users must keep passwords and other login details confidential and use any security features we provide.

4.4 You must tell us promptly at contactus@duoapp.co.uk if you become aware of any unauthorised access to your Account or any breach of security.

4.5 You are responsible for activity under your Account, except where it results from our breach of the Agreement.

5. Free trial

5.1 We may offer a free trial of the Service. The length of the trial is shown on our website or in the Service when you sign up.

5.2 We do not charge for the Service, including Add-ons, while your Account is in its free trial. Charges start when the trial ends, as described in sections 6 and 7.

5.3 At the end of the trial, you can continue on a paid subscription or stop using the Service. If you do not continue, we may suspend your Account and deal with your Customer Data as described in section 18.

5.4 The Service is provided during a free trial "as is". To the extent permitted by law, we give no commitments about the Service during a trial.

6. Subscription and User charges

6.1 The Service is provided on a rolling monthly subscription that continues until it is cancelled under section 17.

6.2 User charges are set out on our pricing page or as otherwise agreed with you in writing. They are calculated on the number of active Users on your Account, in the way described on the pricing page (including any pro-rata charges for Users added part-way through a month).

6.3 User charges are billed monthly in arrears. This means each invoice covers the month that has just ended.

6.4 You can add or remove Users at any time. Changes are reflected in your next invoice.

7. Paid add-ons

7.1 Switching on an Add-on. Some parts of the Service are Add-ons with their own price. Before an Add-on is switched on, the Service will show its price. An Admin must accept that price, and any Add-on terms shown, to switch it on. By doing so, the Admin agrees on your behalf to pay the Add-on charges.

7.2 How Add-on charges work. Unless the Service or our pricing page says otherwise when you switch the Add-on on:

• (a) an Add-on is charged for each calendar month in which it is switched on, even if only for part of that month;
• (b) Add-on charges are for whole months and are not pro-rated, so you pay the full monthly price for any month in which the Add-on is on, and no more than once for that month;
• (c) Add-ons are not charged for any day on which your Account is in its free trial. If your free trial ends part-way through a calendar month and the Add-on is switched on at any time on or after the day the trial ends, the full monthly price is charged for that month; and
• (d) Add-on charges are added as a separate line to your monthly DuoApp invoice and collected with your other Charges.

7.3 Switching off an Add-on. An Admin can switch an Add-on off at any time in the Service. You will not be charged for any calendar month after the month in which you switch it off. Because Add-on charges are for whole months, there is no refund or credit for the rest of the month in which you switch it off.

7.4 Accountancy Integration. The price of Accountancy Integration is £10 per month plus VAT, unless a different price is shown in the Service when you switch it on or is changed under section 8. Accountancy Integration:

• (a) connects your Account to one supported accounting package at a time;
• (b) can send approved invoices from the Service to your accounting package as bills or purchase invoices, automatically on approval or one at a time, as you choose in the settings;
• (c) can update invoices in the Service as paid when they are shown as paid in your accounting package, unless you switch this off; and
• (d) can only be set up or changed by Admins. Read-only Admins can view the settings.

7.5 Supported providers. We decide which accounting packages Accountancy Integration supports and whether a provider is available to your Account. We may add, change or withdraw support for a provider, for example if the provider changes or withdraws its service. If we withdraw support for the provider you use, you can switch the Add-on off and you will not be charged for later months.

7.6 Section 11 (Third-party services and integrations) applies to your use of Accountancy Integration.

8. Price changes

8.1 We may change our prices, including User charges and Add-on charges.

8.2 We will give you at least 30 days' notice of a price change by email to your Account's Admins. The notice will say what is changing and the date the new price takes effect.

8.3 The new price applies from the date stated in the notice. If you do not want to pay the new price, you can cancel your subscription, or switch off the affected Add-on, before that date. You will not pay the new price for any period after you cancel or switch it off.

8.4 If you continue to use the Service, or keep the Add-on switched on, after the new price takes effect, the new price will apply.

8.5 Section 8.2 does not apply to changes in the rate of VAT or other taxes, which apply from the date they take effect in law.

9. Invoicing, VAT and payment

9.1 We will send you an invoice each month for the Charges for that month.

9.2 All prices are in pounds sterling and exclude VAT unless stated otherwise. VAT is added at the rate that applies at the time.

9.3 Charges are paid by Direct Debit, which we collect through our payment provider, GoCardless. By setting up a Direct Debit mandate, you authorise us to collect the amount shown on each invoice from your nominated bank account. We will tell you the amount before it is collected, in line with the Direct Debit scheme rules. The Direct Debit Guarantee applies to these payments.

9.4 You must keep a valid Direct Debit mandate in place for as long as you have a paid subscription, and tell us promptly if your bank details change.

9.5 If you think an invoice is wrong, please tell us at accounts@duoapp.co.uk as soon as possible and explain why. We will look into it in good faith. You must still pay any part of the invoice that is not in dispute.

9.6 Except where these Terms say otherwise or the law requires, Charges are non-refundable and we do not give refunds or credits for part months.

10. Late and failed payments

10.1 If a Direct Debit fails or is cancelled, or any Charges are not paid when due, we will tell you and may try to collect the payment again.

10.2 If an amount remains unpaid, we may:

• (a) charge interest and claim compensation under the Late Payment of Commercial Debts (Interest) Act 1998; and
• (b) after giving your Admins reasonable written notice, suspend or restrict access to all or part of the Service until the overdue amount is paid.

10.3 Charges continue to build up while access is suspended for non-payment. Not paying undisputed Charges when due is a material breach for the purposes of section 17.2.

11. Third-party services and integrations

11.1 Third parties. The Service can connect to Third-Party Services, including Xero, QuickBooks Online and Sage Business Cloud Accounting. These are provided by independent companies, not by us. Your use of a Third-Party Service is governed by your own agreement with its provider, including its terms and privacy policy.

11.2 Your accounting package. You are responsible for:

• (a) having, and paying for, your own subscription to your accounting package, and complying with its terms;
• (b) making sure the person who connects the accounting package has authority to do so; and
• (c) the set-up of your accounting package, including your chart of accounts, tax rates and supplier records.

11.3 Checking bills and tax treatment. Accountancy Integration saves you re-entering information. It does not replace your own checks. Before you approve, pay, file or otherwise rely on a bill, purchase invoice or payment status created or updated through the Service, you are responsible for reviewing it, including the supplier, amounts, VAT treatment (including the domestic reverse charge), CIS deductions, retention and account coding. How a bill appears depends on the provider. For example, some providers do not have a draft stage.

11.4 Not tax or accounting advice. We are not accountants or tax advisers. Nothing in the Service is accounting, tax, legal or financial advice. You remain responsible for your accounting records, tax returns and compliance with HMRC requirements, including the Construction Industry Scheme and VAT. You should take advice from a qualified professional where needed.

11.5 Sending data at your instruction. When you connect an accounting package, or you or your settings send an invoice, you instruct us to send the relevant Customer Data to that provider. Once the provider receives the data, it holds and uses the data under your agreement with that provider. The provider is not our sub-processor, and we are not responsible for how it handles the data.

11.6 Connecting securely. You connect an accounting package by signing in on the provider's own website. We do not see or store your password for that package. We keep the access permissions the provider gives us so we can keep the connection working. You can disconnect at any time in the Service, or through your accounting package.

11.7 What we are not responsible for. To the extent permitted by law, we are not liable for any loss caused by:

• (a) the unavailability, errors, outages or security incidents of a Third-Party Service;
• (b) changes a provider makes to its service, software interfaces (APIs), permissions, limits or terms, or a provider suspending or withdrawing access; or
• (c) data that is correct when we send it but is then changed, deleted or handled incorrectly in the Third-Party Service.

11.8 If a change by a provider stops an integration working, we will make reasonable efforts to restore it, but we cannot guarantee that we will be able to. We may suspend an integration if a provider requires it or if we reasonably believe it is necessary for security.

12. Customer Data and data protection

12.1 Your data. You own your Customer Data. You give us permission to host, copy, process, transmit and display Customer Data as needed to provide, secure and support the Service, and as you instruct (including sending it to Third-Party Services).

12.2 Your responsibilities. You are responsible for the accuracy and lawfulness of Customer Data, and for having the rights, permissions and lawful basis you need to put it into the Service and to instruct us to process it.

12.3 Roles. For personal data within Customer Data, you are the controller and we are your processor. For personal data we use to run our own business, such as Admin contact details and billing information, we act as a controller as described in our Privacy Policy.

12.4 Our commitments as processor. When we process personal data for you, we will:

• (a) process it only on your documented instructions, which include the Agreement and your use and configuration of the Service, unless the law requires otherwise;
• (b) make sure the people who process it are bound by a duty of confidentiality;
• (c) take appropriate technical and organisational measures to protect it;
• (d) only use sub-processors under a written contract that gives equivalent protection, and remain responsible for them;
• (e) only transfer it outside the United Kingdom with the safeguards Data Protection Law requires;
• (f) help you, taking into account the nature of the processing, to respond to requests from individuals and to meet your obligations on security, breach notification and data protection impact assessments;
• (g) tell you without undue delay after becoming aware of a personal data breach affecting that data;
• (h) delete or return it when the Agreement ends, as described in section 18, unless the law requires us to keep it, and, while the Agreement is in force, delete or anonymise it in line with the retention periods you set in the Service. You are responsible for choosing periods that suit your legal and business obligations; and
• (i) make available the information reasonably needed to show we comply with this section 12.4.

12.5 If we have signed a separate data processing agreement with you, it takes priority over this section where they conflict.

12.6 Back-ups. We take steps to protect Customer Data against loss. You are responsible for keeping your own copies of any Customer Data you need, for example by using the export features in the Service.

12.7 Live location tracking. Live location tracking is an optional Site Attendance feature that records the location of Users' mobile devices during working hours. It is switched off by default. If you want to use it:

• (a) you are the controller of the location data and are responsible for having a lawful basis for collecting it. We expect this will usually be your legitimate interests, which you must assess and record;
• (b) before we switch it on, you must complete a data protection impact assessment (DPIA) and submit it to us through the Service for review. The ICO's DPIA template, or an equivalent, is acceptable. We will only switch the feature on once we have reviewed and approved your submission. Our review is to decide whether to make the feature available to you. It is not legal advice, and it does not make us responsible for your DPIA or your use of the feature;
• (c) before tracking any User, you must tell your staff and other affected Users clearly what is collected, when and why, and update your employee privacy notice;
• (d) you must only use the feature within the core hours and working days you set in the Service, and only for legitimate business purposes, such as coordinating work, health and safety, and lone working;
• (e) you must not use the feature, or any data it produces, to monitor any individual outside their working time;
• (f) you must keep your DPIA under review, at least once a year and whenever you change how you use the feature, and submit an updated version to us when asked; and
• (g) you are responsible for how you respond if a User declines or withdraws, and for any consequences of that for their work.

12.8 We may suspend or revoke Live location tracking for your Account, without affecting the rest of the Service, if we reasonably believe you are not meeting your obligations under section 12.7, if you do not provide an updated DPIA when asked, or if we are required to by law, a court or a regulator. Where practical, we will tell you first and give you the chance to put things right. When the feature is suspended or revoked, tracking stops straight away.

13. Acceptable use

13.1 You must not, and must make sure your Users do not:

• (a) use the Service for anything unlawful, fraudulent or harmful, or in breach of anyone else's rights;
• (b) upload or send content that is defamatory, offensive, infringing or contains viruses or other harmful code;
• (c) try to gain unauthorised access to the Service, other accounts, or our systems or networks;
• (d) copy, modify, reverse engineer, decompile or try to extract the source code of the Service, except where the law allows this and it cannot be restricted;
• (e) interfere with or disrupt the Service, including by overloading it or testing its vulnerabilities without our written permission;
• (f) use automated tools to access or scrape the Service, other than through features or interfaces we provide for that purpose;
• (g) resell, sublicense or provide the Service to third parties, other than your Users for your business purposes;
• (h) use the Service to build a competing product; or
• (i) use the Service to send spam or unsolicited messages.

13.2 If we reasonably believe you or a User are breaching this section, we may remove content or suspend access under section 17.

14. Intellectual property

14.1 We and our licensors own all intellectual property rights in the Service, including the software, design, branding and documentation. Nothing in the Agreement transfers those rights to you.

14.2 We give you a non-exclusive, non-transferable right, for the length of your subscription, for your Users to use the Service for your internal business purposes, in line with the Agreement.

14.3 If you give us suggestions or feedback about the Service, we may use them freely without any obligation to you.

14.4 We may use anonymised and aggregated information about how the Service is used to operate, secure and improve it, provided it does not identify you, your Users or any individual.

14.5 Xero, QuickBooks, Sage and other third-party names and logos are trade marks of their owners. We use them only to identify the services the Service connects to.

15. Confidentiality

15.1 Each of us may receive confidential information from the other, including Customer Data, pricing and information about our businesses and systems. Each of us will keep the other's confidential information confidential, use it only to perform or receive the benefit of the Agreement, and only share it with employees, contractors and advisers who need to know it and are bound by similar duties.

15.2 This does not apply to information that is or becomes public (other than through a breach of this section), that the receiving party already lawfully had, or that it develops independently. Either of us may disclose confidential information where the law, a court or a regulator requires it, giving the other notice where lawful and practical.

15.3 This section continues to apply after the Agreement ends.

16. Availability, support and changes to the Service

16.1 We will use reasonable care and skill to provide the Service and aim to keep it available. However, the Service may sometimes be unavailable, for example during maintenance, updates or events outside our control, and we do not promise it will be uninterrupted or error-free. Where practical, we will try to carry out planned maintenance at times that cause least disruption.

16.2 We publish information about the status of the Service on our status page.

16.3 We provide support through the channels and during the hours published on our website.

16.4 We regularly improve the Service and may add, change or remove features. If we make a change that materially reduces the core functionality of the Service you are paying for, we will give you reasonable notice where practical, and you may cancel before the change takes effect.

16.5 We may offer features marked as beta, preview, early access or "coming soon". These are provided "as is", may change or be withdrawn, and may not be available to every Account.

17. Suspension and termination

17.1 Cancelling. You can cancel your subscription at any time from the billing settings in the Service or by contacting us. There is no notice period. Charges incurred up to the date cancellation takes effect, including Add-on charges for the calendar month in which an Add-on was switched on, remain payable.

17.2 Ending the Agreement for breach. Either of us may end the Agreement straight away by written notice if the other:

• (a) commits a material breach that cannot be put right, or does not put right a breach that can be put right within 14 days of being asked in writing to do so; or
• (b) becomes insolvent, enters administration, liquidation or a similar process, or stops carrying on business.

17.3 Ending the Agreement without a reason. We may end the Agreement for any reason by giving you at least 30 days' written notice.

17.4 Suspension. We may suspend or restrict access to all or part of the Service if:

• (a) Charges are overdue, as described in section 10;
• (b) we reasonably believe you or a User have breached section 13, or that your use of the Service poses a security risk to the Service or others; or
• (c) we are required to by law, a court or a regulator.

17.5 Where practical, we will tell you before we suspend access and give you the chance to resolve the issue. We will restore access once the reason for suspension has been resolved.

18. Effect of termination

18.1 When the Agreement ends, your right to use the Service ends and all unpaid Charges become payable straight away.

18.2 For 30 days after the Agreement ends, you can ask us for access to export your Customer Data, unless the Agreement ended because you breached it or did not pay. After that period, we may delete Customer Data from our systems, except where we need to keep it by law. Deleted data may remain in back-ups for a limited time until those back-ups are overwritten.

18.3 Ending the Agreement does not affect rights or liabilities that have already built up. Sections that by their nature should continue after the Agreement ends will continue, including sections 9, 10, 11.4, 11.7, 12, 14, 15, 18, 20, 21 and 25 to 26.

19. Warranties and disclaimers

19.1 Each of us confirms that it has the power and authority to enter into the Agreement.

19.2 We will provide the Service with reasonable care and skill.

19.3 Except as set out in the Agreement, and to the extent permitted by law, the Service is provided "as is" and we give no other warranties, conditions or commitments, whether express or implied, including about satisfactory quality, fitness for a particular purpose, or that the Service will meet your particular requirements.

19.4 The Service is a tool to help you manage your projects, payments and records. You remain responsible for the decisions you make using it, including approving invoices, calculating and making payments, and your legal, tax and contractual obligations.

20. Limitation of liability

20.1 What we do not limit. Nothing in the Agreement limits or excludes either party's liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation; or
• (c) anything else that cannot be limited or excluded by law.

20.2 Nothing in this section limits your obligation to pay the Charges.

20.3 Losses we are not responsible for. Subject to section 20.1, neither of us is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

• (a) loss of profits, revenue, business, contracts or anticipated savings;
• (b) loss of goodwill or reputation;
• (c) loss or corruption of data, except that where we cause it we will use reasonable efforts to restore the data from our most recent back-up; or
• (d) indirect or consequential loss.

20.4 Our total liability. Subject to sections 20.1 and 20.3, our total liability to you for all claims arising out of or in connection with the Agreement, however they arise, is limited to the total Charges paid by you in the 12 months before the event giving rise to the first claim.

20.5 Our liability in connection with Third-Party Services is also limited as set out in section 11.

21. Indemnities

21.1 From you. You will indemnify us against losses, damages, costs (including reasonable legal fees) and expenses arising from any third-party claim that Customer Data, or your or your Users' use of the Service in breach of section 13, infringes that third party's rights or breaks the law.

21.2 From us. We will indemnify you against losses, damages, costs (including reasonable legal fees) and expenses arising from any third-party claim that your use of the Service in line with the Agreement infringes that third party's intellectual property rights in the United Kingdom. This does not apply to claims arising from Customer Data, Third-Party Services, or any change to or combination of the Service not made or approved by us.

21.3 If a claim under section 21.2 is made, or we think one is likely, we may, at our option and cost, change the Service so it no longer infringes, get you the right to keep using it, or end the Agreement and refund any Charges you have paid in advance for the period after it ends.

21.4 The party seeking an indemnity must tell the other promptly about the claim, let the other control its defence and settlement, give reasonable help at the other's cost, and not make any admission about the claim without the other's written agreement.

21.5 The indemnities in this section are subject to section 20.

22. Events outside our control

22.1 Neither of us is liable for any delay or failure to perform the Agreement caused by events outside our reasonable control. These include natural disasters, epidemics, war, terrorism, civil unrest, government action, strikes (other than by our own staff), failures of utilities, telecommunications or internet networks, failures or changes of Third-Party Services or hosting providers, and cyber-attacks that could not reasonably have been prevented. This does not apply to your obligation to pay the Charges.

22.2 The affected party must tell the other as soon as reasonably possible and take reasonable steps to limit the effect. If the event continues for more than 60 days, either of us may end the Agreement by written notice.

23. Changes to these Terms

23.1 We may update these Terms from time to time, for example to reflect changes to the Service, our business or the law. The version number and "last updated" date at the top of this page show when they were last changed.

23.2 If a change materially affects you adversely, we will give you at least 30 days' notice by email to your Admins or in the Service before it takes effect. If you do not agree to the change, you can cancel before it takes effect. Changes to prices are covered by section 8.

23.3 We may make changes that are required by law, or that are needed urgently for security reasons, with shorter notice where necessary.

23.4 If you continue to use the Service after a change takes effect, the updated Terms will apply.

24. Notices

24.1 We will send notices to you by email to the Admins on your Account, or through the Service. It is your responsibility to keep your Admins' email addresses up to date.

24.2 You can send notices to us by email to contactus@duoapp.co.uk or by post to our registered office shown in section 1.

24.3 An email notice is treated as received when sent, or, if sent outside 9am to 5pm on a working day in England, at 9am on the next working day. A notice sent by first-class post is treated as received on the second working day after posting.

24.4 This section does not apply to serving documents in legal proceedings.

25. General

25.1 Assignment. You may not transfer your rights or obligations under the Agreement without our written consent, which we will not unreasonably withhold. We may transfer our rights and obligations to another organisation, for example as part of a sale or reorganisation of our business, and will tell you if we do. This will not reduce your rights under the Agreement.

25.2 Subcontracting. We may use subcontractors to help us provide the Service. We remain responsible for their performance.

25.3 Entire agreement. The Agreement is the entire agreement between us about its subject matter and replaces any earlier agreements, promises or understandings. Each of us confirms that it has not relied on any statement or promise that is not set out in the Agreement. Nothing in this section limits liability for fraud.

25.4 Your terms. Any terms you include in a purchase order or similar document do not apply, even if we accept or process it.

25.5 Severability. If a court or other competent authority decides that any part of the Agreement is invalid or unenforceable, the rest of the Agreement will continue to apply. The affected part will apply with the smallest change needed to make it valid and enforceable.

25.6 No waiver. If either of us delays in enforcing, or does not enforce, a right under the Agreement, that does not mean we have given up that right.

25.7 Third-party rights. No one other than you and us has any right to enforce any term of the Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

25.8 Relationship. Nothing in the Agreement creates a partnership, joint venture or agency between us.

26. Governing law and jurisdiction

26.1 The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, are governed by the law of England and Wales.

26.2 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

27. Contact us

If you have any questions about these Terms, please contact us:

• General and legal enquiries: contactus@duoapp.co.uk
• Billing: accounts@duoapp.co.uk
• Phone: +44 1303 201346
• Post: DuoApp Limited, King Arthurs Court, Maidstone Road, Charing, Ashford, England, TN27 0JS