This EULA should be read alongside, and in addition to, our Terms and Conditions.

Please read this EULA carefully.

These Terms of Use ("Terms") are intended to explain our obligations as a service provider and your obligations as a customer. These Terms are binding on any use of the Service and apply to you from the time that Invoicer provides you with access to the Service.

The Service provided by us will evolve over time based on user feedback and we reserve the right to change these Terms at any time, effective upon the posting of modified terms on our Website and we will make every effort to communicate these changes to you via email or notification via the Website. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person for whom you are using the Service.

In these Terms, unless the context requires otherwise, the capitalised words and expressions set out below shall have the following meaning:

"Confidential Information" includes all information exchanged between the parties under these Terms, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party, or other information that is anonymised.

"Data" means any data inputted by you or with your authority into the Website or into the electronic accounting system that you integrate with the Service at any time.

"Intellectual Property Right" means copyright, trademarks, domain names, database right and a host of other Intellectual Property Rights, wherever they might take effect in the world. It covers all such Intellectual Property Rights, whether they are registered or not, and whether they exist now or come into existence at a later time.

"Invoicer" means Invoicer.uk operated by Bananabrains Limited, a private limited company with registration number 12324256. "we", "us" and "our" shall also refer to Invoicer.

"Service" means the commercial services that we offer as listed on our Website.

"Services Fee" means the monthly or annual fee (excluding any applicable taxes and duties) payable by you for receipt of the Services. Such fees to be confirmed by Invoicer upon registration for any Services.

"Subscriber" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

"User" means any individual user of the Subscriber who accesses and uses the services.

"Website" means https://invoicer.uk.

"you" means the Subscriber, and where the context permits, any User. "your" has a corresponding meaning.

Words and defined terms importing the singular shall be treated as importing the plural and vice versa. The clause and paragraph headings used in these Terms are inserted for reference only.

• 2.1 Invoicer grants you the right to access, download and use the Service according to your Services Fee. This is a non-exclusive right that is limited by and subject to these Terms.
• 2.2 Subscriber acknowledges and agrees that:
  2.2.1. the Subscriber determines who is a User and what level of access to the relevant organisation and Service that User has; 2.2.2. the Subscriber is responsible for all Users' use of the Service; 2.2.3. the Subscriber controls each User's level of access to the relevant organisation and Service at all times and can revoke or change a User's access, or level of access, at any time and for any reason, in which case that person or entity will cease to be a User or shall have that different level of access, as the case may be.

• 3.1. You must only use the Service and Website for your own lawful internal business purposes or for the purpose of providing services to your clients, in accordance with these Terms and any notice sent by us or conditions posted on the Website.
• 3.2. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify us of any unauthorised use of your passwords or any other breach of security.
• 3.3. As a condition of these Terms, when accessing and using the Services, you must: 3.3.1. not attempt to undermine the security or integrity of Invoicer's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks; 3.3.2. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website; 3.3.3. not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Services are hosted; 3.3.4. not transmit, or input into the Website, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use); 3.3.5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation; and 3.3.6. not use the Services in any way which would conflict with any applicable law, including not use the Services in any fraudulent way.
• 3.4. As a condition of these Terms, if you use any communication tools available through the Website (such as any message centre), you agree only to use such communication tools for lawful and legitimate purposes. In particular, you must not, at any time, offer any goods or services to anyone through the website or Services on an unsolicited basis. Invoicer reserves the right to remove any communication at any time in its sole discretion.

• 4.1. Fees are clearly identified for each level of Service subscription on our Website.
• 4.2. Upon registering to receive the Services, you agree to pay the Fees identified.
• 4.3. Fees are paid monthly in advance via direct debit or BACS payment methods. At no point are refunds provided other than in accordance with these Terms or at the discretion of Invoicer.

• 5.1. Subscriber agrees to indemnify Invoicer against all claims, costs, damage and loss arising from your breach of any of these Terms or any obligation you may have to us including (but not limited to) any costs relating to the recovery of any Services Fees that are due but have not been paid by you.

• 6.1. Unless the relevant party has the prior written consent of the other or unless required to do so by law: 6.1.1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms. 6.1.2. Each party's obligations under this clause will survive termination of these Terms. 6.1.3. The provisions of the paragraphs above shall not apply to any information which: 6.1.3.1. is or becomes public knowledge other than by a breach of this clause; 6.1.3.2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; 6.1.3.3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or 6.1.3.4. is independently developed without access to the Confidential Information.

• 7.1. We maintain a Privacy Policy that sets out the parties' obligations in respect of personal data. You should read that policy at https://invoicer.uk/privacy-policy. You will need to accept the Privacy Policy and these Terms to become a Subscriber.

• 8.1. Title to, and all Intellectual Property Rights in the Services, the Website (including but not limited to, any source code) and any documentation relating to the Services remain the property of Invoicer.
• 8.2. Title to, and all Intellectual Property Rights in, the Data is the property of the Subscriber (or its end clients as applicable). Where you are acting for your own clients, you warrant that you are authorised and/or licensed to use, copy, modify, upload and transmit the information and Data. You also grant Invoicer a worldwide, irrevocable, non-exclusive licence to use, copy, transmit, modify, translate, publish, distribute, store, and back-up the information and Data, for the duration of your Subscription with us, for the purposes of enabling you to access and use the Services and for any other purpose related to any services we make available to you.
• 8.3. Where we contact you to request feedback about our Website or our Services you agree that we may use this feedback to advertise or promote our Services on the website, our social media platforms and any other physical or digital mediums. You grant to us a revocable, transferable licence to use any quotations you provide to us as feedback for the purposes listed above. You may revoke this licence at any point by contacting us.
• 8.4. You must maintain copies of all Data inputted into the Service. We adhere to best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but do not make any guarantees that there will be no loss of Data. We expressly exclude liability for any loss of Data no matter how caused.

• 9.1. You warrant that you have the authority to agree to these Terms on behalf of yourself or any end client.
• 9.2. Invoicer gives no warranty about the Services. Without limiting the foregoing, Invoicer does not warrant that the Services will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded insofar as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
• 9.3. You warrant and represent that you are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
• 9.4. You warrant to abide by any terms of use applicable to any payment provider used via the Services and to not conduct any fraudulent payments on behalf of yourself or your clients. We warrant that we are not liable for any issues arising from any payment provider used via the Website.

• 10.1. Controller, Data Subject, Personal Data, Processor and processing shall have the respective meanings given to them in applicable Data Processing Laws from time to time (and any related expressions including process, processed and processes shall all be determined accordingly) and international organisation and Personal Data Breach shall have the respective meanings given to them in the GDPR.
• 10.2. Data Protection Laws means: 10.2.1. the Directive 95/46/EC (Data Protection Directive) and/or Data Protection Act 2018 or the GDPR (General Data Protection Regulation (EU) 2016/679); 10.2.2. any laws which implement any such laws; and 10.2.3. any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
• 10.3. You agree that you (a Subscriber) are the Controller and that we (Invoicer) are the Processor for the purposes of processing any Personal Data as part of the Service. You shall at all times comply with all Data Protection Legislation in connection with the processing of the Personal Data.
• 10.4. We shall process all Personal Data in accordance with the Data Protection Laws, these Terms and our Privacy Policy.
• 10.5. You agree to indemnify us against any and all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other reasonable professional costs arising out of or in connection with any breach by you of your obligations under this clause.
• 10.6. We shall only process the Personal Data in accordance with your instructions, our Privacy Policy and these Terms except where otherwise required by any applicable law (but shall inform you of that legal requirement before processing, unless the applicable law prevents us from doing so on grounds of public interest).
• 10.7. If we believe that any instruction received from you is likely to infringe the Data Protection Laws, we shall promptly inform you and be entitled to suspend our delivery of the Services until we have agreed instructions which are not infringing.
• 10.8. In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Personal Data to be carried out in accordance with the Services, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data transmitted, stored or otherwise processed, we have implemented appropriate technical and organisational security measures appropriate to the risk.
• 10.9. We will not allow the processing of Personal Data by any agent, subcontractor or other third party other than as agreed in our Privacy Policy.
• 10.10. We agree to assist you, insofar as this is possible, in responding to any requests from a Data Subject exercising their rights under the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Personal Data.
• 10.11. We shall not process or transfer any Protected Data in or to countries outside of the UK or EEA without first obtaining your prior written consent.
• 10.12. We shall notify you without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
• 10.13. At the end of your provision of our Services, at your cost and at your option, we shall return any Personal Data to you that we still have access to or securely dispose of the Personal Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law or regulation requires us to store or maintain copies of the Personal Data. Any deletion of the Personal Data shall be processed in accordance with our Privacy Policy.

• 11.1. To the maximum extent permitted by law, Invoicer excludes all liability and responsibility to you (or any other person, including your clients) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
• 11.2. If you suffer loss or damage as a result of Invoicer's negligence or failure to comply with these Terms, any claim by you against Invoicer arising from Invoicer's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Services Fees paid by you in the previous 12 months.

• 12.1. You may terminate the Services at any point by providing notice of your intention to terminate by way of email to invoicer@bananabrains.com. You will cease receiving the Services at the end of the month in which you provide notice of your intention to terminate. Upon termination you will not receive a repayment for any Service Fees already paid for that calendar month.
• 12.2. We may terminate at any point providing not less than 90 days notice to you.
• 12.3. If you: 12.3.1. breach any of these Terms (including, without limitation, by non-payment of any Services Fees or amounts due) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied; 12.3.2. breach any of these Terms and the breach is not capable of being remedied, which includes (without limitation) any breach of payment of Service Fees or amounts due that are more than 30 days overdue; or 12.3.3. You or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed over any of its assets or if you make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction, then Invoicer may take any or all of the following actions, at its sole discretion:
  (a) terminate your access to the Services and access to the Website;
  (b) suspend for any definite or indefinite period of time, your use of the Services and the Website. 12.3.4. Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination you will: 12.3.4.1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and 12.3.4.2. immediately cease to use the Services and the Website.

• 13.1. In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting Invoicer. If you still need technical help, please email us at invoicer@bananabrains.com.
• 13.2. Whilst Invoicer intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable due to maintenance or other development activity. We will provide notice of any intended disruption whenever possible.

• 14.1. These Terms, together with the Privacy Policy, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and Invoicer relating to the Services.
• 14.2. If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
• 14.3. Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
• 14.4. You may not assign or transfer any rights to any other person without Invoicer's prior written consent.
• 14.5. These Terms are governed by the laws of England and Wales and you hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with these Terms.
• 14.6. If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms will be binding on the parties.
• 14.7. Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Invoicer must be sent to invoicer@bananabrains.com. Notices to you will be sent to the email address which you provided when setting up your access to the Service.
• 14.8. A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

Published 20/10/2021