Terms and conditions for accessing and using the BalanceTrace platform

BALANCETRACE LTD, company no. 17252905

Welcome to the BalanceTrace Platform – a cloud-based B2B software service operated by BALANCETRACE LTD (Company No. 17252905) having its registered office at Flat 40 Eaton House, Vicarage Crescent, London, England, SW11 3LE (“BalanceTrace”, “Company” or “Platform Provider”). The Platform supports accounting firms in managing external audit engagements, including the upload, storage and organisation of client financial and business records, workflows, AI-assisted processing and draft outputs for professional review.

In these terms, we also refer to Company as “our”, “we”, or “us”.

In these terms, “you” or “Customer” refers to the accounting or audit firm legal entity that subscribes for or uses the Platform. “Authorised User” means an individual whom the Customer authorises to access the Platform on its behalf, including its personnel and, where enabled by the Customer, an invited end-client user with limited access.

What are these terms about?

These terms apply when you use the BalanceTrace platform at https://balancetrace.com and any related applications or websites we operate (collectively, the “Platform”). The Platform enables Customers and Authorised Users to upload, input, store, organise and process audit evidence, financial, transaction and payroll data, communications, prompts, documents, customer methodology and other materials (“Customer Data”) through our proprietary software, automations, workflows, models and related technology (“Platform Technology”). The Platform may also generate summaries, classifications, draft messages, calculations, reports, suggested actions and other machine-generated results based on Customer Data and Authorised User instructions (“Generated Outputs”). The Platform may depend on or interoperate with third-party hosting, infrastructure, payment, artificial intelligence, messaging, analytics, support, accounting software and application programming interface providers (“Third Party Services”).

This Platform is made available only to business users acting in the course of a trade, business, craft or profession. You must not use the Platform as a consumer, and by accessing or using the Platform you represent and warrant that you are doing so for business purposes only.

These terms also apply when you access the services provided through the Platform (“Services”), including engagement management, upload, storage and organisation of client financial and business records, workflows, AI-assisted processing, draft outputs, templates, checklists, sample calculators, integrations and related features. Different service tiers may be available, with varying features, seats and usage limits based on the Customer’s subscription plan.

Where the provision of Services includes any support services, the Company may provide support on a reasonable endeavours basis in accordance with the Support Services Terms set out in Schedule 1.

Our Privacy Policy, which explains how we process personal data as an independent controller, is made available through the Platform. Where we process personal data in Customer Data on the Customer’s behalf, our Data Processing Schedule applies.

Where a Customer has entered into a separate written agreement with the Company for additional services, these Terms govern the operation of and subscription-based access to the Platform, while that separate agreement governs the additional services described in it. In the event of inconsistency, that separate agreement prevails only to the extent of the inconsistency. Access to the Platform and Services is subscription-based and, on expiry or termination of the Customer’s Subscription (meaning the Customer’s subscription-based right to access and use the Platform and Services under these Terms), the right to access and use the Platform and Services will cease, subject to any express post-termination rights set out in these Terms.

I’ve returned to your Platform, do I need to read these terms again?

The Customer enters into these Terms when its authorised representative accepts them through the Platform’s registration or checkout process. That representative confirms that they are at least 18 years old and have authority to bind the Customer identified during registration. The Customer, rather than the representative personally, is the contracting party.

Before acceptance, the Customer will be given access to these Terms, the Data Processing Schedule and the Acceptable Use Policy. The applicable plan, Fees, billing frequency, trial arrangements and usage allowances will be displayed at checkout and recorded in the Customer’s order confirmation.

Each Authorised User must comply with the Acceptable Use Policy and the obligations applicable to their use of the Platform. An Authorised User’s acknowledgement of user requirements does not, by itself, authorise that person to enter into or vary the Customer’s contract.

We may propose changes to these Terms by giving the Customer at least 30 days’ prior notice by email. The notice will identify the changes, their proposed effective date and any action required from the Customer.

Material changes to contractual rights or obligations, including liability provisions, permitted uses of Customer Data or subscription commitments, require express acceptance by an authorised representative of the Customer. They will not take effect for that Customer merely because an Authorised User continues to access the Platform. Unless otherwise agreed, material changes will take effect at the beginning of a subsequent billing cycle. If the Customer does not accept them, the existing Terms will continue until the Subscription ends or is terminated in accordance with these Terms.

Non-material changes may take effect on the date specified in the notice. The Customer may cancel its Subscription before that date if it does not wish to continue.

We may make changes on shorter notice where reasonably necessary to comply with law or address an urgent security risk. Such changes will be limited to what is reasonably necessary, and we will notify the Customer as soon as reasonably practicable.

Price changes are governed by the payment provisions. Changes to Sub-processors are governed by the Data Processing Schedule. Changes to the Privacy Policy do not, by themselves, amend the Customer’s contractual rights.

1 Access and use of the platform

• (a)Subject to payment of applicable Fees, unless the Customer has a complimentary account, and compliance with these Terms, we grant the Customer a limited, non-exclusive, non-transferable right during its Subscription to permit its Authorised Users to access and use the Platform for the Customer’s audit and accounting business, including providing services to its clients.
• (b)The Customer controls invitations, engagement membership and user permissions and must ensure that its Authorised Users comply with these Terms and the Acceptable Use Policy. Invited end-client users may access only the document requests, uploads and associated comments made available to them for their assigned engagement. They do not have access to the auditors’ working papers. The Customer is responsible for ensuring that invitations and permissions are appropriate and promptly withdrawing access when it is no longer required.
• (c)We will not use contact details supplied for invited end-client access for marketing or resale. We may use those details for account administration, authentication, security, privacy, legal and service-status communications.
• (d)The Customer is responsible for ensuring that all Customer Data uploaded or otherwise processed through the Platform is adequate, relevant and limited to what is necessary, and that its collection, disclosure and use comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018. The Customer must:
  • (i)have and maintain all necessary authority, consents, permissions, transparency information, legal bases and other rights to upload, input, process and use personal data and other Customer Data through the Platform;
  • (ii)where Customer Data contains special category data or criminal offence data, identify and document a valid condition for processing and obtain any consent required by applicable law;
  • (iii)provide data subjects with appropriate privacy information explaining how their data will be used through the Platform, including any disclosure to or international transfer involving Third Party Services, where applicable; and
  • (iv)maintain records of its legal bases, conditions and consents as required under applicable data protection laws.

2 Accounts

2.1 Account registration and management

• (a)To use the Platform, the Customer must register an organisation account and assign individual accounts to its Authorised Users (each an “Account”). Accounts are personal to the relevant Authorised User and must not be shared.
• (b)As part of Account registration and continued use of the Platform, the Customer must provide accurate company, registration, address, authorised representative, email, billing and payment information, and each Authorised User must use a secure password and any multi-factor authentication that we make available or require.
• (c)You may also be required to provide additional verification documentation to confirm your identity and legal capacity to enter into these Terms.
• (d)The Customer represents and warrants that each person creating the Customer’s organisation Account is at least 18 years old and has authority and legal capacity to bind the Customer to these Terms.
• (e)The Customer is responsible for:
  • (i)administering its seats and access permissions, promptly removing access when no longer required, and ensuring that its Authorised Users keep Account credentials confidential, use secure passwords and comply with applicable multi-factor authentication requirements; and
  • (ii)activities carried out through its Accounts, except to the extent caused by our breach of these Terms or failure to use reasonable care and skill.
• (f)You warrant that any information you give to the Company in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
• (g)Once the registration process is complete, the Company may accept the Customer as a registered customer and enable it to allocate the number of seats included in its Subscription. Additional seats may be added in accordance with the applicable plan and charged pro rata for the remainder of the current billing cycle.
• (h)The Company reserves the right to contact you about any conduct that may breach these Terms or applicable laws, or to seek a resolution with you.
• (i)We may suspend or cancel your Account:
  • (i)immediately and without prior notice for any material breach of these Terms or violation of applicable laws;
  • (ii)immediately where required by law, by a regulatory authority, where reasonably necessary to protect the integrity, security or availability of the Platform, or where any act or omission by you creates a security, legal or reputational risk for us, the Platform or other users; or
  • (iii)on reasonable written notice where we discontinue the relevant Service or reasonably determine that continued provision is no longer commercially or technically practicable.
• (j)During suspension, the Customer remains liable for Fees accrued before suspension and recurring Fees will continue to accrue where the suspension results from the Customer’s breach or non-payment, for a maximum period of 60 days from the date of suspension, after which the Company may terminate the Subscription. We will, where reasonably practicable, limit a suspension to the affected Accounts or functionality and restore access promptly after the relevant issue is resolved.
• (k)The Customer must notify us without undue delay after becoming aware of suspected credential compromise, unauthorised Account activity or any security incident affecting use of the Platform, and must take reasonable steps we request to contain and remediate it.
• (l)We are not responsible for loss arising from the Customer’s or an Authorised User’s failure to comply with the Account security obligations in these Terms, except to the extent that the loss was caused or contributed to by our breach, negligence or failure to use reasonable care and skill.
• (m)The Customer is responsible for loss reasonably arising from inaccurate or out-of-date information it provides, except to the extent that we caused or contributed to that loss.

2.2 Account cancellation

• (a)(Cancellation by the Customer) The Customer may cancel its Subscription through the Account or by emailing legal@balancetrace.com. Cancellation will take effect at the end of the then-current monthly billing cycle. Cancelling a payment authority with Stripe may prevent future charges from being collected, but will not by itself constitute notice of cancellation under these Terms.
• (b)Following cancellation or termination, the Customer will have 60 days to export supported Customer Data and Generated Outputs in a commonly used format, subject to Platform functionality, applicable law and Third Party Service limitations. The Customer remains responsible for its professional record-retention obligations and for exporting complete audit files before that period expires.
• (c)After this 60-day period:
  • (i)the Customer’s access to the Platform and Services will be disabled and its Accounts will no longer be accessible;
  • (ii)Customer Data in active systems will be deleted or anonymised, except to the extent retention is required by applicable law, necessary to establish, exercise or defend legal claims, or permitted under the Data Processing Schedule; residual copies may remain until overwritten in accordance with documented backup cycles;
  • (iii)we may retain financial, contractual, security and compliance records for applicable statutory limitation and legal retention periods, or longer where reasonably necessary for ongoing proceedings or legal claims; and
  • (iv)retained data will remain subject to appropriate technical and organisational measures and access controls.
• (d)The Customer may request earlier deletion of Customer Data by contacting legal@balancetrace.com. Requests concerning personal data for which the Customer is controller must be handled in accordance with the Data Processing Schedule; requests concerning personal data for which we are controller will be handled in accordance with our Privacy Policy and applicable law.
• (e)(Termination by us) We may suspend access or terminate the Subscription immediately for material non-payment, material breach, misuse or unlawful use, subject where reasonably practicable to giving the Customer a reasonable opportunity to remedy a remediable breach. We may also suspend or terminate for repeated non-material breaches that remain unremedied after written notice. We may terminate for convenience on at least 30 days’ written notice and will refund prepaid Fees attributable to the period after termination. No refund is due where termination results from the Customer’s breach.
• (f)On written request, the Company may, at its discretion and subject to its then-current charges, provide reasonable transition assistance in relation to exportable Customer Data or Generated Outputs. The Company is not obliged to provide source code, underlying models, Platform Technology or other proprietary materials.

3 Payment for subscription

• (a)(Plan and Fees) The BalanceTrace Team plan is charged monthly per active firm user at the price and in the currency displayed at checkout and recorded in the Customer’s order confirmation. Each active firm administrator and firm member counts as a chargeable seat. Invited end-client users do not count as chargeable seats and may use their permitted functionality without an additional seat charge.
• (b)(Seat changes) Adding an active firm user increases the Fees pro rata from the date that user is added until the end of the current billing cycle. Removing or deactivating an active firm user reduces the Fees pro rata from the effective date of removal or deactivation. Any resulting credit will be applied to the next invoice or refunded if no further invoice is due. The Customer is responsible for administering its users and reviewing its chargeable seat count.
• (c)(Trial) Each eligible Customer may receive one 14-day trial. A valid payment card is required at registration. Any trial restrictions will be disclosed before the trial starts. Unless the Customer cancels before the trial ends, the Subscription will automatically convert to a paid monthly Subscription and the applicable Fees will be charged to the payment method provided. The trial end date and the price payable on conversion will be displayed during registration and recorded in the order confirmation. Cancellation during the trial prevents conversion and no subscription Fees will be charged.
• (d)(AI allowance) AI functionality is included up to the monthly allowance displayed for the plan at checkout and in the Customer’s Account. The allowance is calculated by reference to a cost allowance per chargeable seat and resets at the start of each calendar month (UTC). When the applicable allowance is exhausted, further AI requests will be refused until the allowance resets or the Customer expressly agrees to a different arrangement. No AI overage charge will arise automatically. Non-AI functionality remains available, subject to these Terms.
• (e)(Billing and renewal) Fees are payable monthly in advance. Following the trial, if applicable, the Subscription renews automatically for successive monthly billing cycles until cancelled or terminated. The Customer authorises us and Stripe to collect the Fees, applicable taxes and pro-rata seat adjustments from its payment method.
• (f)(VAT) Fees exclude VAT and other applicable indirect taxes unless expressly stated otherwise. We will charge VAT only where properly chargeable, including following our registration for VAT.
• (g)(Failed payments) If a payment fails, we will notify the Customer by email and may instruct Stripe to retry collection. The Customer must promptly update its payment details or pay any undisputed overdue amount. We will not restrict access for non-payment earlier than 14 days after sending the failed-payment email. Following the applicable payment-retry process, we may place the workspace into read-only status while the payment remains overdue. Read-only status prevents new uploads, edits and AI requests but permits viewing and available exports, unless a separate legal or security restriction applies. If the undisputed amount remains unpaid for a further 14 days after notice that the workspace has become read-only, we may terminate the Subscription by written notice.
• (h)(Disputed charges) The Customer must promptly notify us of any good-faith billing dispute and pay undisputed amounts when due. We will investigate the disputed amount and will not suspend solely for non-payment of that amount while the parties are working reasonably to resolve it.
• (i)(Price changes) We will give at least 30 days’ prior email notice of an increase in recurring Fees. An increase will take effect no earlier than the beginning of the first billing cycle starting after that notice period. The Customer may cancel before the increase takes effect.
• (j)(Refunds) Except for pro-rata seat adjustments, refunds expressly provided for in these Terms or refunds required by law, Fees are non-refundable. Cancellation by the Customer takes effect at the end of the current billing cycle and does not entitle it to a refund for unused days in that cycle.
• (k)(Complimentary accounts) We may provide a complimentary account for a pilot, partnership or other agreed purpose. Its duration, features and usage limits will be notified in writing. No paid Subscription will begin without the Customer’s express agreement. Unless otherwise agreed in writing, we may withdraw a complimentary account on 30 days’ notice. The export and deletion provisions apply when it ends.
• (l)(Payment provider) Stripe processes payments under its applicable terms and privacy information. We remain responsible for our own billing obligations and for exercising reasonable care and skill in selecting, configuring and managing the payment arrangements.

4 Customer obligations and acceptable use

The Customer must not, and must ensure that its Authorised Users do not:

• (a)use the Platform, the Services or any Generated Outputs for an unlawful purpose or in violation of these Terms or applicable laws;
• (b)use the Platform or any Generated Outputs to deceive, defraud, mislead or impersonate any person, or otherwise in a manner that is unlawful or misleading;
• (c)attempt to use, extract or deploy any part of the Platform, Platform Technology or Services outside the permitted functionality of the Platform, or use any exported materials to replicate, emulate or reverse-engineer the Platform or Platform Technology;
• (d)upload content that infringes intellectual property rights, privacy rights, or other legal rights of third parties;
• (e)upload content containing malware, viruses, or other harmful code, or attempt to gain unauthorised access to the Platform, other users' accounts, or our systems;
• (f)reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, models, workflows or proprietary technology underlying the Platform;
• (g)use the Platform, Services or any Generated Outputs to develop, train or improve competing products, services or models;
• (h)remove, obscure or alter proprietary notices, labels or marks on the Platform or Generated Outputs;
• (i)use the Platform or any Generated Outputs in violation of the terms of applicable Third Party Services;
• (j)use the Platform to process personal data of individuals in the European Economic Area, UK, or other jurisdictions without appropriate lawful basis and compliance with applicable data protection laws;
• (k)sublicense, resell, rent, lease, share access to, or otherwise commercially exploit the Platform or Services except as expressly permitted in writing by the Company;
• (l)use the Platform or any Generated Outputs to generate content that is defamatory, obscene, harassing or threatening, or that promotes violence, discrimination or illegal activities;
• (m)attempt to circumvent any usage limits, security measures, or access controls implemented on the Platform;
• (n)use automated systems, bots, scripts, crawlers or scrapers to access the Platform, other than through integrations or methods expressly approved by the Company in writing;
• (o)interfere with or disrupt the integrity or performance of the Platform or third-party services integrated with the Platform;
• (p)assist or encourage any third party to engage in any of the prohibited activities listed in this section;
• (q)make false or misleading statements about the Company, misrepresent its relationship with the Company, circumvent subscription or usage limits, or present Generated Outputs as independently verified or approved by the Company; or
• (r)attempt to breach the security of the Platform, or otherwise interfere with the normal functions of the Platform, including by:
  • (i)gaining unauthorised access to Platform accounts or data;
  • (ii)scanning, probing or testing the Platform for security vulnerabilities;
  • (iii)overloading, flooding, mailbombing, crashing or submitting a virus to the Platform; or
  • (iv)instigating or participating in a denial-of-service attack against the Platform.

5 AI features and professional responsibility

• (a)The Platform may include artificial intelligence, machine-learning and automated-processing functionality (“AI Features”). We will provide the Services with reasonable care and skill, but AI Features are probabilistic and may produce Generated Outputs that are inaccurate, incomplete, outdated, biased, misleading, unsuitable or fabricated, and may produce different results from the same or similar inputs. Subject to applicable law, we do not warrant that:
  • (i)Generated Outputs or other results will be accurate, complete, current, unbiased, reliable or suitable for a particular purpose;
  • (ii)the Platform, Services or Generated Outputs will be free from errors, defects, omissions, hallucinations or inaccuracies;
  • (iii)the Platform will be accessible at all times;
  • (iv)any request, workflow, process or output will be completed within any specific timeframe;
  • (v)Customer Data will be completely secure from unauthorised access, although we implement appropriate technical and organisational measures; and
  • (vi)Generated Outputs will be compliant, fit for filing, submission or reliance, or constitute audit, accounting, tax, financial, investment, legal, regulatory or other professional advice; that the Platform will identify errors in figures, calculations, deadlines, evidence or filings; or that Third Party Services will remain available, uninterrupted, compatible, secure or unchanged. The Customer must ensure that all material Generated Outputs are independently reviewed, verified against source evidence and approved by suitably qualified professionals before use or reliance. The Customer remains solely responsible for its audit methodology, applicable auditing and accounting standards, ethics, independence, professional scepticism, risk assessment, materiality, sampling, testing, evidence, fraud considerations, supervision, quality management, documentation, conclusions, reports and audit opinions, and for compliance in each applicable jurisdiction. BalanceTrace is not the auditor, engagement partner or quality reviewer and does not issue or approve audit opinions.
• (b)We may update the Platform and Services. We will give at least 30 days’ notice of material changes adversely affecting core functionality or pricing, and reasonable notice of other material changes where practicable. We may perform emergency maintenance or changes without prior notice where reasonably necessary for security, legal compliance or service integrity. Notices will be provided through the Platform or to registered email addresses. If we discontinue the Services, the Customer will have the 60-day export period described in these Terms.
• (c)The Platform may provide templates, workflows, checklists, sample reports, calculators, guidance and examples (“Methodology Materials”). Methodology Materials are optional, generic and illustrative starting points, not a complete audit methodology and not tailored to a particular engagement, Customer or jurisdiction, and may not reflect the latest auditing or accounting standards. The Customer must assess, adapt, check and approve them before use and must independently validate all calculator assumptions, inputs, formulas and results. The Customer’s adoption of any Methodology Materials is its own professional decision. No Methodology Materials are approved or endorsed by the FRC, ICAEW, ACCA, FCA or any other regulator or professional body unless we expressly state otherwise in writing with a verifiable basis. BalanceTrace is not authorised or regulated by the Financial Conduct Authority and does not carry on any regulated activity or provide regulated financial advice.

6 Customer data, outputs and intellectual property

• (a)As between the parties, the Customer retains ownership of and responsibility for Customer Data, including its audit evidence, financial, transaction and payroll data, communications, prompts, documents and customer methodology. The Customer grants the Company a non-exclusive, worldwide, royalty-free licence during the Subscription and applicable offboarding period to host, copy, transmit, process and store Customer Data only as reasonably necessary to provide, secure and support the Services, create and deliver Generated Outputs, enforce these Terms and comply with law. We may use genuinely anonymised and aggregated service-usage information that does not identify the Customer, an Authorised User, an end client or a data subject to operate, secure and improve the Services, and this right survives termination or expiry of the Subscription. We will not use Customer Data, prompts or Generated Outputs to train BalanceTrace models or third-party foundation models unless separately, expressly and lawfully agreed in writing. The Company and its licensors retain all rights in the Platform, Services and Platform Technology, including generic software, models, workflows, documentation, templates, know-how and improvements that do not incorporate identifiable Customer Data or customer methodology.
• (b)The Company will store and process Customer Data in accordance with its Privacy Policy, the Data Processing Schedule and applicable Data Protection Legislation. It will implement appropriate technical and organisational measures and permit access by personnel, contractors and Third Party Services only to the extent reasonably necessary to provide, secure and support the Services, comply with law or as otherwise permitted under these Terms. The Company will:
  • (i)process Customer Data only for the purposes and on the lawful instructions described in these Terms and the Data Processing Schedule;
  • (ii)use anonymised and aggregated information only where individuals, end clients and Customers are not identifiable;
  • (iii)disclose Customer Data only to authorised personnel, approved subprocessors and other recipients permitted by the Data Processing Schedule or required by law;
  • (iv)maintain appropriate technical and organisational measures to protect Customer Data; and
  • (v)not use Customer Data, prompts or Generated Outputs to train BalanceTrace or third-party foundation models unless separately, expressly and lawfully agreed in writing.
• (c)The Customer is responsible for Customer Data and warrants that it has all authority, rights, licences, permissions, legal bases and transparency arrangements required to provide Customer Data and grant the licences in these Terms. The Platform supplies technology only and does not provide audit, accounting, bookkeeping, tax, financial, investment, legal, regulatory or other professional advice. The Customer remains responsible for professional judgments, records, calculations, submissions, filings, payments, deadlines and compliance obligations.
• (d)Subject to the Company’s rights in Platform Technology and Methodology Materials, the Customer may use Generated Outputs for its internal business and client-service purposes. Generated Outputs may be similar or identical to outputs produced for others and may not be unique, copyright-protectable or non-infringing. The Company does not assign or license any third-party rights in Generated Outputs and does not indemnify the Customer against third-party intellectual property claims in relation to Generated Outputs.
• (e)The Platform uses appropriate technical and organisational measures designed to protect Customer Data and the Services, but no system can be guaranteed completely secure.
• (f)The Customer must not use the Platform Technology, proprietary workflows, or underlying logic of the Platform, Services, Generated Outputs or Methodology Materials to develop a competing product or service, train another model or system, or reproduce the functionality, workflows or underlying logic of the Platform. A material breach may result in suspension or termination in accordance with these Terms and the exercise of available legal remedies.

7 Intellectual property

• (a)The Company and its licensors retain ownership of the Platform, Services, Platform Technology and all related text, graphics, logos, designs, icons, images, software, generic workflows, models, system prompts and prompt templates (excluding prompts submitted by the Customer or its Authorised Users), templates and documentation (“Platform Content”). The Customer retains ownership of Customer Data and customer methodology, subject to the licences in these Terms. Except for those Customer rights and rights expressly granted to the Customer, all intellectual property rights in the Platform, Services, Platform Technology, Methodology Materials and Platform Content remain the property of the Company or its licensors.
• (b)The Customer and its Authorised Users may make temporary electronic copies of Platform Content only as technically necessary to use the Services. They must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Platform or Platform Content without the Company’s prior written consent or as permitted by law.
• (c)The Company retains all intellectual property rights in the Services, except to the extent any such rights are owned by a third party licensor. You must not attempt to copy, reproduce, manufacture, commercialise or exploit the Services except as expressly permitted by these Terms.
• (d)In these Terms, “Intellectual property rights” means copyright (including rights in computer software), database rights, trade marks, design rights, patents, semiconductor and circuit-layout rights, trade, business, company and domain names, confidential and proprietary rights, know-how, trade secrets and rights to apply for or register any of them, whether existing now or arising in the future anywhere in the world.

8 Third party services and dependencies

• (a)The Platform depends on or interoperates with Third Party Services. Current processor/subprocessor roles, processing details, locations and applicable UK international-transfer safeguards are addressed in the Data Processing Schedule and related subprocessor information. The Company may:
  • (i)use third-party service providers to support processing, analysis, messaging, automation, hosting or other functionality comprised in the Services; or
  • (ii)engage additional suppliers or subprocessors for hosting, data storage, backup, security, support and ancillary services necessary for Platform operation,

and the Company may change, replace, suspend, remove or discontinue Third Party Services or integrations, provided that it continues to meet its material obligations under these Terms and the Data Processing Schedule. The Company is not obliged to maintain any particular Third Party Service or integration.

• (b)The Company does not control Third Party Services and does not warrant their continued availability, compatibility or performance. Subject to the liability section, the Company is not responsible for a third-party provider’s independent acts, omissions, outages, API changes, suspensions or discontinuation, except to the extent the Company caused or contributed to the loss or failed to use reasonable care and skill in selecting, configuring or managing that provider. The Company gives no warranty on behalf of a third-party provider.

9 Third party terms

• (a)The Customer acknowledges that applicable Third Party Service terms may apply to integrations or services it elects to use with the Platform.
• (b)The Customer must comply with applicable Third Party Service terms for integrations it enables. The Company may suspend an affected integration where the Customer materially breaches those terms or where suspension is required by the provider or law. Responsibility for resulting loss is subject to the liability section and the extent to which each party caused or contributed to that loss.
• (c)The Customer warrants that its use of the Services, Customer Data and enabled Third Party Services will comply with applicable laws and these Terms; that Customer Data will not infringe third-party intellectual property, privacy, confidentiality or other rights; and that it has all authority, permissions, legal bases and transparency arrangements required for that use. The Customer is responsible for the configuration and lawful use of integrations it enables.

10 Links to other websites

• (a)The Platform may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.
• (b)Inclusion of any linked website on the Platform does not imply our approval or endorsement of the linked website.

11 Security

The Company implements appropriate technical and organisational measures designed to protect the Platform and Customer Data in accordance with applicable data protection requirements and the Data Processing Schedule. The Customer must also implement measures appropriate to its use of the Services, including:

• (a)maintaining up-to-date anti-virus and security software;
• (b)ensuring secure access protocols and multi-factor authentication for its Authorised Users where available or required;
• (c)implementing appropriate access management procedures; and
• (d)following security best practices as communicated by the Company.

The Company does not accept responsibility for loss or damage to computer systems or data arising from use of the Platform where such loss or damage is not caused by the Company's negligence or breach of its security obligations under these Terms.

12 Reporting misuse

If the Customer becomes aware of a security incident, unauthorised Account access, suspected personal data breach, misuse of the Platform or material unexpected behaviour in Generated Outputs, it must promptly notify the Company. The Company will investigate and, where it acts as processor, notify and assist the Customer in accordance with the Data Processing Schedule. Where it acts as controller, the Company will make any legally required notifications to supervisory authorities or affected individuals. General support requests should be sent using the contact details made available on the Platform.

13 Privacy and data protection

13.1 Data protection roles

• (a)“Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and other applicable data protection or privacy laws, each as amended or replaced. “Controller”, “processor”, “process”, “personal data”, “personal data breach” and related terms have the meanings given in Data Protection Legislation.
• (b)The Company acts as an independent controller for personal data processed for Account administration, authentication, billing, security, service communications, support, compliance, legal claims and appropriately configured analytics or marketing, as further described in its Privacy Policy. In particular, such processing may be necessary for:
  • (i)the Company providing Services;
  • (ii)sending marketing communications to business contacts where permitted by law and in accordance with stated preferences, but not using invited end-client contact details for marketing or resale;
  • (iii)operating support, security, compliance and appropriately configured service analytics;
  • (iv)the Company may process and transfer personal data as necessary to effect a re-organisation of its business; and
  • (v)the Company will not share personal data with third parties except where: (i) required by law; (ii) necessary for the performance of the Services; (iii) in connection with a business reorganisation, merger, or sale; or (iv) with service providers who assist in operating the Platform and providing the Services, subject to appropriate contractual protections and in accordance with the Company’s Privacy Policy. The Company may anonymise and aggregate data for analysis, reporting, security, service improvement and business operations, provided no individual user is identified.
• (c)Where the Company acts as processor, its use of subprocessors, handling of documented instructions and international transfers are governed by the Data Processing Schedule. The Company will not transfer personal data internationally without an applicable UK safeguard where required by Data Protection Legislation.
• (d)The Company will process controller personal data as described in its Privacy Policy. Where consent is the applicable legal basis, it will be requested through the Platform or another clear mechanism and may be withdrawn as provided by law.
• (e)Each party must comply with its obligations under Data Protection Legislation. If these Terms conflict with the Data Processing Schedule regarding processor activities, the Data Processing Schedule prevails.

13.2 Customer data

• (a)When Customer Data contains personal data relating to an audit engagement or the Customer’s end clients, the Customer is normally controller and the Company processes that personal data on the Customer’s behalf as processor under the Data Processing Schedule, except to the extent the Company acts as controller for the separate purposes described in these Terms and the Privacy Policy.
• (b)Before providing personal data to the Company, the Customer must identify and document an appropriate lawful basis and any applicable condition, provide required transparency information, obtain any required consent and complete other steps required by Data Protection Legislation.
• (c)The Customer warrants in relation to Customer Data that:
  • (i)it has all rights, authority, permissions and legal bases necessary for the Services to process that Customer Data;
  • (ii)providing Customer Data and its documented instructions will not breach applicable law or third-party rights;
  • (iii)Customer Data will be accurate to the extent necessary for the Customer’s use of the Services;
  • (iv)it has notified the Company of any binding restriction affecting processing and obtained the Company’s written agreement before uploading affected Customer Data; and
  • (v)its Authorised Users will comply with the Customer’s policies and applicable professional, confidentiality and data-protection obligations.
• (d)The Customer will indemnify the Company against third-party claims, regulatory liabilities and reasonable external legal costs to the extent arising from the Customer’s material breach of the warranties in this section or unlawful documented instructions, except to the extent caused or contributed to by the Company. This indemnity is subject to clause 15(a).
• (e)The parties’ controller and processor roles vary by processing activity as described in these Terms, the Privacy Policy and the Data Processing Schedule.
• (f)The Data Processing Schedule is incorporated into these Terms and governs the Company’s processing of personal data on the Customer’s behalf.
• (g)The Company’s processor obligations, including documented instructions, confidentiality, security, subprocessors, international transfers, assistance, breach notification, audit information and deletion or return, are set out in the Data Processing Schedule.
• (h)The Company will maintain the technical and organisational measures described in the Data Processing Schedule and may update them provided that the overall level of protection is not materially reduced.

14 Data export, retention and backup

• (a)Following cancellation, termination or service discontinuation, the Customer will have 60 days to export supported Customer Data and Generated Outputs using available Platform functionality. After that period, the Company will delete or anonymise active copies, subject to legal retention requirements and documented backup cycles, as described in these Terms and the Data Processing Schedule.
• (b)The Customer is responsible for maintaining its own copies and professional records and must export complete audit files before the 60-day period ends. Data may not be recoverable after deletion from active systems and expiry of applicable backup cycles.
• (c)Subject to the liability section, the Company is not responsible for loss caused by the Customer’s failure to export Customer Data during the 60-day period or maintain required professional records, except to the extent caused by the Company’s breach or negligence.

15 Liability

• (a)Subject to clauses 15(e) and 15(f), each party’s total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise, will not exceed the greater of: (i) the Fees paid or payable by the Customer in the 12 months immediately preceding the event giving rise to the first claim; and (ii) £10,000, except that the Customer’s indemnity obligations under clauses 13.2(d) and 15(c) are not subject to this cap. The Company’s total aggregate liability for breach of its data-protection, confidentiality or security obligations will instead not exceed £100,000. The special cap does not apply in addition to the general cap for the same loss. This clause does not limit the Customer’s obligation to pay Fees.
• (b)The Company will provide the Services with reasonable care and skill. Except as expressly stated in these Terms and to the extent permitted by law, implied warranties, conditions and terms are excluded. The Company is not responsible for loss to the extent arising from:
  • (i)the Customer’s use of or reliance on Generated Outputs without the independent professional review and verification required by these Terms;
  • (ii)professional decisions, acts or omissions for which the Customer is responsible under these Terms;
  • (iii)incorrect Customer Data, assumptions, inputs, instructions or unauthorised Account use for which the Customer is responsible;
  • (iv)the Customer’s failure to comply with auditing, accounting, ethical, independence, professional, legal or regulatory obligations;
  • (v)the independent acts, omissions or unavailability of Third Party Services, subject to the Company’s obligations concerning selection, configuration and management;
  • (vi)unauthorised access caused by the Customer’s or an Authorised User’s breach of Account security obligations, except to the extent caused or contributed to by the Company; and (vii) the Customer’s selection, adaptation, use of or reliance on Methodology Materials, including calculator assumptions, formulas and results, without the independent assessment and validation required by clause 5(c).
• (c)(Customer indemnity) The Customer will indemnify the Company against third-party claims and reasonable external legal costs to the extent arising from: (i) Customer Data infringing third-party intellectual property, privacy or confidentiality rights; (ii) the Customer’s unlawful use of the Platform; or (iii) the Customer’s material breach of applicable law or these Terms. The Company must notify the Customer promptly, allow the Customer reasonable control of the defence and settlement, and provide reasonable cooperation at the Customer’s cost. The Customer may not settle a claim in a manner that admits fault by or imposes obligations on the Company without the Company’s prior written consent, not to be unreasonably withheld.
• (d)(Excluded losses) Subject to clause 15(e), neither party is liable for indirect or consequential loss, or for any loss of profit, revenue, anticipated savings, business, contracts, opportunity or goodwill, in each case whether direct or indirect, except that this clause 15(d) does not limit the Customer’s indemnity obligations under clauses 13.2(d) and 15(c). The Company is not liable for professional or regulatory penalties, sanctions, interest or fines, or for claims by the Customer’s audit clients, arising from the Customer’s acts, omissions or reliance on unverified Generated Outputs or Methodology Materials. This clause does not limit the Customer’s obligation to pay Fees.
• (e)Nothing in these Terms excludes or limits either party’s liability for fraud or fraudulent misrepresentation; death or personal injury caused by negligence; or any other liability that cannot lawfully be excluded or limited.
• (f)Each exclusion and limitation in these Terms applies only to the extent permitted by law and is subject to applicable reasonableness requirements, including under the Unfair Contract Terms Act 1977. If a restriction is unenforceable, it will be limited to the minimum extent necessary without affecting the remaining provisions.

16 Dispute resolution

• (a)Before commencing court proceedings concerning these Terms, a party must follow this dispute-resolution process, except where urgent injunctive or other interim relief is required, a limitation period may expire, the claim concerns recovery of undisputed debt, or the dispute relates to intellectual property infringement, confidentiality, data protection or security breaches.
• (b)A party that requires resolution of a dispute which arises under or in connection with these Terms must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
• (c)Once the dispute notice has been given, each party to the dispute must then use its reasonable efforts to resolve the dispute in good faith. If the dispute is not resolved within 14 business days (or such other period as agreed by the parties in writing) after the date of the notice, the parties agree to attempt mediation through a mutually agreed mediator (or, failing agreement within 10 business days, one nominated by CEDR) before initiating legal proceedings. If the dispute is not resolved within 30 business days after the mediator’s appointment, any party to the dispute may take legal proceedings to resolve the dispute.

17 Third party rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

18 Force majeure

• (a)If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under these Terms (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
  • (i)reasonable details of the Force Majeure Event; and
  • (ii)so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
• (b)Subject to compliance with clause 18(a), the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event. If a Force Majeure Event continues for more than 90 consecutive days, either party may terminate these Terms by giving 14 days’ written notice to the other party, without liability except for Fees accrued before termination.
• (c)The Affected Party must use its reasonable endeavours to overcome or remove the Force Majeure Event as quickly as possible and to mitigate the effects of the Force Majeure Event on the performance of its obligations under these Terms.
• (d)For the purposes of these Terms, a ‘Force Majeure Event’ means any event or circumstance beyond the reasonable control of the Affected Party, including:
  • (i)act of God, natural disasters including but not limited to floods, storms, fires, earthquakes, or other severe weather conditions;
  • (ii)strikes or other industrial action outside of the control of the Affected Party;
  • (iii)war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
  • (iv)any decision or order of a government authority, court, or regulatory body that prevents or materially delays performance of obligations under these Terms; but excluding any event or circumstance that results from the Affected Party's failure to comply with applicable laws, regulations, or industry standards, or from the Affected Party's financial inability to perform its obligations.

19 General

19.1 Governing law and jurisdiction

These Terms 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 and Wales. 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 these Terms or their subject matter or formation.

19.2 Waiver

No party to these Terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

19.3 Severance

Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.

19.4 Joint and several liability

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

19.5 Assignment

The Customer may not assign, novate or transfer its rights or obligations under these Terms without the Company’s prior written consent, not to be unreasonably withheld or delayed. The Company may assign, novate or transfer these Terms to an affiliate or in connection with a merger, reorganisation or sale of all or substantially all of the relevant business or assets, and may otherwise transfer them on at least 30 days’ written notice. If a transfer to an unrelated third party results in a demonstrable and material diminution in the Services actually provided to the Customer, the Customer may terminate before the transfer takes effect and receive a pro-rata refund of prepaid Fees for the post-termination period.

19.6 Costs

Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.

19.7 Entire agreement

These Terms, the Customer’s order confirmation, the Data Processing Schedule and policies expressly incorporated by reference constitute the entire agreement between the parties concerning the Services and supersede prior proposals, discussions and understandings on that subject. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

19.8 Interpretation

• (a)(singular and plural) words in the singular include the plural (and vice versa);
• (b)(currency) Fees and payments will be processed in pounds sterling (GBP) unless another currency is specified in the applicable plan or at checkout. The Customer is responsible for currency-conversion and foreign-transaction charges imposed by its payment provider;
• (c)(gender) words indicating a gender include the corresponding words of any other gender;
• (d)(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
• (e)(person) a reference to a person includes an individual, company, authority, association, consortium, joint venture, partnership, trust or other entity, whether or not having separate legal personality; “you” means the Customer and does not include an Authorised User in that individual’s personal capacity;
• (f)(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
• (g)(these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
• (h)(document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
• (i)(headings) headings and words in bold type are for convenience only and do not affect interpretation;
• (j)(includes) the word “includes” and similar words in any form are not words of limitation; and
• (k)(adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision. This clause does not affect the application of the Unfair Contract Terms Act 1977 to the extent it applies.

19.9 Notices

• (a)A notice or other communication to a party under these Terms must be:
  • (i)in writing and in English; and
  • (ii)delivered by email to the Company at legal@balancetrace.com and to the Customer at the primary email address registered to its Account, or to any replacement address notified in writing by that party (Email Address).
• (b)Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
  • (i)24 hours after the email was sent, unless that time falls on a Saturday, Sunday or a public holiday in England and Wales, in which case the notice will be taken to be given at 9:00 AM on the next occurring business day in England and Wales; or
  • (ii)when replied to by the other party,

whichever is earlier.

Schedule 1 Support Services Terms

1 Support services

The Company may provide Support during UK Business Hours (meaning 9:00 a.m. to 5:00 p.m. on weekdays, excluding public holidays in England) on a reasonable endeavours basis. Any response times, resolution times, priorities or similar targets are indicative only and do not constitute binding service levels, service credits, warranties or guarantees.

2 Customer acknowledgements

The Customer acknowledges that the Services may be affected by:

• (i)factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centres, including at your site or between your site and our data centre);
• (ii)any Third Party Service, information technology systems, hardware or software not provided by the Company;
• (iii)any downtime or increased latency in any Third Party Service;
• (iv)the Customer failing to implement and maintain dependencies, systems or integrations necessary for its use of the Services;
• (v)the Customer or its Authorised Users using the Services contrary to the Company’s reasonable technical guidance or applicable policies;
• (vi)during or with respect to any preview, pre-release, beta or trial version of the Services or a feature;
• (vii)the Customer’s failure to respond to a reasonable request from the Company concerning an issue; or
• (viii)the Customer’s or its Authorised Users’ failure to maintain appropriate security practices, including securing authentication credentials, devices, Accounts and access controls;

while the Company will use reasonable efforts and appropriate security measures in connection with the Platform, it does not warrant that all issues, errors, threats or vulnerabilities will be identified or prevented, and the Customer remains responsible for its own systems, security, compliance obligations and use of the Services.

3 Downtime

• (a)The Company may carry out scheduled or emergency maintenance, updates, modifications, patches, upgrades or other work affecting the Platform from time to time, and the Company gives no guarantee as to uptime, uninterrupted availability or error-free operation.
• (b)The Company may, and will use reasonable endeavours to, provide prior notice of scheduled maintenance where reasonably practicable. Emergency maintenance may be performed at any time without notice.

4 Support service hours and contact methods

• (a)Any support hours, contact methods or target times made available by the Company are provided for convenience only, may be changed by the Company at any time, and do not constitute binding obligations, warranties or guarantees.
• (b)Support Services can be accessed via the methods made available by the Company from time to time.