Your attention is particularly drawn to the provisions of clause 10 (Limitation of liability).
1. ABOUT US
1.1 Company details. PDLC Tech Ltd (company number 10744178) (we and us) is a company registered in England and Wales and our registered office is at Office F1 Tanfield Lea Business Centre, Tanfield Lea Industrial Estate North, Stanley, United Kingdom, DH9 9DB. Our VAT number is GB 349672752. We operate the website linkmybooks.com.
1.2 Contacting us. To contact us email our customer service team at [email protected]. How to give us formal notice of any matter under the Contract is set out in clause 14.2.
2. OUR CONTRACT WITH YOU
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you during the Subscription Term (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
3.1 Subscription. Please follow the onscreen prompts to subscribe to the Services. You may only subscribe using the method set out on the site. Each subscription request is an offer by you to subscribe for the Services subject to these Terms.
3.2 Completion of subscription. Our confirmation of your subscription/commencement of your free trial (as appropriate) takes place when the Services are made available to you, at which point and on which date (Commencement Date) the Contract between you and us will come into existence.
3.3 If we cannot accept your subscription. In the unlikely event we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your subscription request. If you have already paid for the Services, we will refund you the full amount.
4. OUR SERVICES
4.1 Services. Service means the Link My Books web application which integrates online sales channels such as Amazon and Shopify with your accounting system, including the automated posting of aggregated transaction data.
4.2 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
4.3 Compliance with specification. Subject to our right to amend the specification (see clause 4.4) we will supply the Services to you for the duration of the Subscription Term and in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.
4.4 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment. 4.5 The provision of the Services is subject to the limitations detailed at clause 9.2.
5. YOUR OBLIGATIONS
It is your responsibility to ensure that:
(a) you select the appropriate plan suited to your account size (unless on free 14 day trial);
(b) as the account owner you are responsible for inviting and managing additional users on your account and assume full responsibility for their use of the Services and their compliance with the terms of this Contract;
(c) you maintain the appropriate backups required. We take no responsibility for backing up any user data;
(d) you understand that Link My Books does not provide accounting or bookkeeping advice and using the Services is not tax or accounting advice. Please contact your accountant or tax advisor for questions on tax or general accounting;
(e) the Services are suitable for your specific business;
(f) you comply with all tax, accounting and other laws specific to your business and that you keep the relevant records for your business;
(g) you are using the Services as support for your trading business and not as a private individual or a consumer;
(h) you co-operate with us in all matters relating to the Services;
(i) you provide us with such information we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects.
6.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 6.
6.2 The Charges are the prices quoted on our site at the time you subscribe to a paid plan.
6.3 If you wish to change your subscription plan at a later date you can do so at any time. If you change to a plan with a higher price then you will be charged the difference between the price of your current plan and the price of you new plan between the date you change plans and the end of your current billing period. If you change to a plan with a lower cost than your current plan then the difference in cost will be added as a credit on your account used towards future subscription costs.
6.4 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 6.7 for what happens if we discover an error in the price of the Services you ordered.
6.5 We reserve the right to increase the Charges not more than once per year. Any such price increases shall be notified to you in advance.
6.6 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
6.7 It is always possible that, despite our best efforts, some of the Services on our site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. If you do not respond then we will automatically update your pricing to the correct pricing.
7. HOW TO PAY
7.1 Payment for the Services is in advance. We will take your payment upon acceptance of your order.
7.2 You can pay for the Services using a debit card or credit card. We process all card payments through our card processing provider, Stripe.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All intellectual property rights in or arising out of or in connection with the Services will be owned by us.
8.2 We hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the use of the Services during the Subscription Term solely for your internal business operations.
9. HOW WE MAY USE YOUR PERSONAL INFORMATION
9.1 We will use any personal information you provide to us to:
(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
9.2 Further details of how we will process personal information are set out in: https://help.linkmybooks.com/terms-privacy-and-policies/privacy-notice
10. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
10.1 Except as expressly and specifically provided in this Contract:
(a) you assume sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use;
(b) we shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you or any actions taken by the Supplier at the Customer's direction;
(c) 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 Contract; and
(d) the Services are provided to you on an "as is" basis and all results obtained from the use of the Services, including but not limited to suggested accounts and tax rates, should be confirmed by an appropriately qualified accountancy specialist.
10.2 Nothing in the Contract limits any liability which cannot legally be limited.
10.3 Subject to clause 10.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) miscalculation of tax liabilities or application of any tax reliefs (including but not limited to the primary liability for tax, penalties and/or interest);
(b) loss of profits;
(c) loss of sales or business;
(d) loss of agreements or contracts;
(e) loss of or damage to goodwill; and
(f) any indirect or consequential loss.
10.4 Subject to clause 10.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract.
10.5 We have given commitments as to compliance of the Services with the relevant specification in clause 4.3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10.7 This clause 10 will survive termination of the Contract.
11.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 11.2.
11.2 We each may disclose the other's confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 11; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
12. TERM AND TERMINATION
12.1 This Contract shall, unless otherwise terminated as provided in this clause 12, commence on the Commencement Date and shall continue for an initial 1 or 12 month term (dependent upon your subscription plan) (the Initial Subscription Term), thereafter, this Agreement shall be automatically renewed for successive periods of 1 month/12 months (as appropriate dependent upon your plan) (each a Renewal Period), unless:
(a) either party notifies the other of the intention to cancel your subscription prior to the next scheduled billing date/Renewal Period. In this case the Services shall be available to you up to such date and, accordingly, no refund of fees is to be paid;
(b) otherwise terminated in accordance with the provisions of this Agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
12.2 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if: (a) you commit a material breach of any term of the Contract; or (b) you fail to pay any amount due under the Contract on the due date for payment.
12.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
12.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
13. EVENTS OUTSIDE OUR CONTROL
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
13.3 You may cancel the Contract affected by an Event Outside Our Control. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
14. COMMUNICATIONS BETWEEN US
14.1 When we refer to "in writing" in these Terms, this includes email.
14.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
14.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
14.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
14.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
15.1 ASSIGNMENT AND TRANSFER.
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
15.2 Variation. We shall notify you in writing if there is any variation to these terms of the Contract. Your continued use of the Services will constitute as your acceptance of any variation to these terms of the Contract.
15.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
15.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
15.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.