The terms on which you use the service

01This agreement

These terms form a contract between Move 37 ("we", "us") and the accounting practice that opens an account ("you"). By creating an account, or by allowing your people to use the service, you accept them. If you are agreeing on behalf of a firm, you confirm you have authority to bind it.

Where we have signed a separate written agreement, order form or pilot agreement with you, that document takes precedence over these terms to the extent of any conflict.

If you do not accept these terms, do not use the service. Questions about them go to douglas@move37.fun.

02Definitions

• Service: the Accountancy Automations application, and any documentation or support we provide with it.
• Your Data: everything you or your users put into the Service, or that the Service reads from a system you connect: ledger records, source documents, correspondence and your own account details.
• Output: what the Service produces, namely proved balances, proposed journals, queries, notes, and the assembled review pack.
• Connected Service: a third-party system you authorise the Service to reach, such as a bookkeeping ledger, document store or mailbox.
• Approval: an action taken in the Service by a named human user that authorises a specific consequence, such as sending a particular email or writing a particular explanation back to a ledger.

03What the service does, and does not do

The Service prepares working papers for UK year-end accounts. It reads a client's ledger and supporting evidence, proves each balance-sheet line against that evidence, and produces one of four outcomes for every finding: it proves the figure, proposes a journal, raises a query, or records a note. It then assembles a review pack for a partner.

The following limits are deliberate design commitments, not merely current behaviour:

• It does not post to a live ledger without approval. Year-end journals, including contra and manual entries, remain drafts for a human to accept. Where the Service writes a bookkeeping explanation back to a ledger, it does so only after a named user has approved that exact transaction in the Service, and the approval is recorded.
• It does not send a client email you have not approved. See section 07.
• It does not file anything. The Service submits nothing to Companies House, HM Revenue & Customs, or any other authority.
• It stops when the bank is not proved. Where the bank position cannot be reconciled to evidence, preparation halts rather than proceeding on an unproved foundation.
• It uses documented interfaces only. The Service never automates a browser or screen-scrapes a portal on your behalf.

04Your responsibilities

You are responsible for:

• Authority. Having the right to give us access to each Connected Service and to the client data in it, including any client consent or engagement-letter provision that requires.
• Review. Reviewing the Output before relying on it, acting on it, or putting it in front of a client. Approvals must be given by a person competent to give them.
• Accuracy of inputs. The completeness and accuracy of the records you connect or upload. The Service can only prove a figure against the evidence it is given.
• Your users. Keeping credentials secure, using the role controls we provide, and removing access when someone leaves. Acts of your users are treated as your acts.
• Your own obligations. Your regulatory, professional-body, anti-money-laundering and data-protection duties remain yours throughout.

05Professional responsibility

We are a software provider. We are not your accountant, auditor, tax adviser or agent, and no engagement of that kind arises from your use of the Service.

Professional responsibility for the accounts, returns and advice you produce stays entirely with you and the qualified people in your practice. Nothing the Service outputs discharges a professional duty, satisfies a requirement for professional scepticism, or substitutes for the judgement your regulator and your professional body expect of you.

The Service uses artificial intelligence. AI systems can be confidently wrong. That is precisely why the Service is built to propose rather than to act, why every finding is presented with the evidence behind it, and why a human approval sits in front of every consequence. Treat the Output as the work of a capable but fallible junior: useful, well evidenced, and requiring review.

06Connected third-party services

You authorise each Connected Service yourself, through that provider's own consent screen, and you may revoke it at any time, in our Settings screen or directly with the provider. We hold only the access the provider issues for the permissions you granted.

Your relationship with each provider is direct and governed by their terms. We are not responsible for their availability, their pricing, their changes to an API, or their acts and omissions. If a provider withdraws or narrows an interface, some functionality may stop working, and we will tell you when we become aware of it.

We act within the permissions you granted and on your instruction, and we do not use access to a Connected Service for any purpose other than providing the Service to you.

07Sending email on your behalf

Where you connect a mailbox, the Service drafts client correspondence and presents it for review. Nothing is sent until a named user reads that specific message and approves it in the Service. There is no autonomous or scheduled sending, and no bulk send.

Once approved, the message is sent from your connected account and appears to the recipient as coming from you. You are the sender: the content, its accuracy, and its compliance with your professional and marketing-communication obligations are yours. We record who approved what and when, so it can be evidenced.

The Service is for genuine client correspondence relating to an engagement. It must not be used for unsolicited marketing or bulk mail.

08Acceptable use

You must not:

• use the Service unlawfully, or to facilitate fraud, evasion or money laundering;
• upload data you have no right to supply, or ask the Service to reach a system you are not authorised to access;
• attempt to circumvent the approval steps, tenant isolation, role controls or audit logging;
• reverse-engineer the Service, or use it to build a competing product, except to the extent that restriction is unenforceable by law;
• resell or provide the Service to a third party as a service of your own, unless we have agreed a white-label arrangement in writing; or
• probe, scan or load-test the Service, or interfere with its operation for other customers.

We may suspend access without notice where we reasonably believe there is a serious breach of this section, a security risk, or a legal requirement to do so. We will tell you why, and restore access once the cause is resolved.

09Availability and support

We aim to keep the Service available and to be candid when it is not, but we do not commit to an uptime figure in these terms. Where we have agreed a service level with you in writing, that agreement governs.

We may change the Service, including adding, altering or withdrawing functionality. We will not make a change that materially reduces core functionality without telling account holders in advance. Maintenance will be scheduled outside UK business hours where we reasonably can.

Support is provided by email to douglas@move37.fun during UK business hours.

10Fees

Fees, billing period and payment terms are those set out in the order form, pilot agreement or written quotation we have agreed with you. Where no fee has been agreed in writing (during a pilot or evaluation, for instance) the Service is provided at no charge and either party may stop at any time.

Fees are exclusive of VAT. Undisputed invoices are payable within 30 days. We will give at least 30 days' notice before a price change takes effect at your next renewal.

11Intellectual property and your data

We own the Service: the software, its interfaces, the procedures it follows and our documentation. You get a non-exclusive, non-transferable right to use it for your own practice for as long as this agreement lasts. Nothing else transfers.

Your Data remains yours. We claim no ownership of it and no ownership of the Output as it applies to your clients. We use Your Data only to provide the Service to you, to support you, and to keep the Service secure and working.

We may use aggregated, anonymised statistics about how the Service is used (volumes, timings, error rates) to operate and improve it. Such statistics never identify you, your clients, or any individual, and we do not use Your Data to train AI models.

If you send us feedback, we may act on it freely and without obligation to you. That is the only licence you grant us beyond what is needed to run the Service.

12Confidentiality

Each party will keep the other's confidential information in confidence, use it only for this agreement, and protect it with at least reasonable care. Your Data, your client list and your commercial terms are your confidential information. Our non-public technical and commercial information is ours.

This does not apply to information that is public through no breach, was already lawfully known, or is independently developed. Where disclosure is legally compelled, the disclosing party will give notice where it lawfully may. These obligations survive termination.

13Data protection

Our handling of personal data is described in the privacy policy, which forms part of these terms.

In summary: for personal data inside your clients' records you are the controller and we are your processor, acting on your documented instructions. For your own account data we are the controller. We will assist you with data-subject requests and with any assessment your regulator or your own DPO requires.

Where a written data processing agreement is required, we will enter into one on request. Its terms prevail over this section to the extent of any conflict.

14Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that:

• Neither party is liable for indirect or consequential loss, loss of profit, loss of anticipated savings, loss of business or goodwill, whether or not foreseeable.
• Our total liability arising out of or in connection with this agreement is limited to the fees you paid us in the 12 months before the claim arose, or £5,000 if that is greater.
• We are not liable for loss arising from Output that was approved, relied on or acted upon without the review described in sections 04 and 05, nor for the acts, omissions or unavailability of a Connected Service.
• We are not liable for loss you could have avoided by following our reasonable instructions or by keeping your own records and backups.

You accept that these limits are reasonable given the fees charged and the fact that the Service produces drafts for professional review rather than final work product. The limits are a material basis on which the Service is offered at its price.

15Term, termination and exit

This agreement runs until terminated. Either party may terminate for convenience on 30 days' written notice, or immediately if the other commits a material breach that is not remedied within 14 days of being told about it, or becomes insolvent.

On termination your right to use the Service ends. For 30 days afterwards we will, on request, provide Your Data in a machine-readable export. After that we delete it in line with the retention periods in the privacy policy, noting that the audit trail is retained for seven years, because an auditable record of how a set of accounts was prepared must outlive the account that produced it.

Fees accrued up to termination remain payable. Sections on confidentiality, intellectual property, liability and governing law survive.

16General, and governing law

• Changes to these terms. We may update them. For a material change we will give account holders at least 30 days' notice; continuing to use the Service after it takes effect means you accept it. If you do not, you may terminate without penalty.
• Assignment. You may not assign this agreement without our written consent. We may assign it to a group company or to a buyer of the business, on notice to you.
• No partnership. Nothing here creates a partnership, joint venture, employment or agency relationship.
• Entire agreement. These terms, with the privacy policy and any signed order form, are the whole agreement, and supersede earlier discussions. Neither party relies on any statement not set out in them, save for fraudulent ones.
• Severance and waiver. If a provision is unenforceable, the rest stands. A delay in enforcing a right is not a waiver of it.
• Third parties. No one other than you and us may enforce these terms.
• Force majeure. Neither party is in breach for a failure caused by an event genuinely beyond its reasonable control, for as long as that event lasts.
• Governing law. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Notices to us go to douglas@move37.fun. Notices to you go to the email address on your account.