Terms and Conditions

1.1.If you are a user of P8 App, this agreement describes how you may use P8 App and is made up of these terms and conditions and our Privacy Notice.
1.2. In this agreement, where we say “P8 App” we mean all products comprising the General Ledger and Sub Ledgers for Receivables, Payables, Cash Book, Project Costing and VAT incorporating unique Reconciliation Functionality enabling transactions to be linked back to a variety of source data either uploaded from spreadsheets or imported from external systems.
1.3. In this agreement 1.4. We may change the terms and conditions of this agreement and our Privacy Notice at any time. We will make reasonable efforts to communicate any changes to you via a notification on P8 App or by sending an email to you, but it is up to you to ensure that you regularly check, read, understand and agree to the most recent version of this agreement and our Privacy Notice on our website at www.Positive8 Limitedone.com as you will be deemed to accept all changes if you continue to use P8 App.

2.1. This agreement is between: you, the person or organisation authorised to use P8 App; and us, Positive8 Limited (UK) Limited (company registration number 04034265 , VAT number GB 868178178, registered office: 92 Devonport Road, Shepherds Bush, London. W12 8NU, United Kingdom) if you subscribe to P8 App in the United Kingdom;
2.2. By entering into this agreement, we both agree to be bound by and keep to it.

3.1. You accept every term and condition of this agreement, and this agreement starts from the earliest date you tick a box or click on a button (or something similar) when you are asked to confirm that you accept this agreement during sign up to the service, or when you use P8 App (or any part of it). If you accept this agreement and pay the relevant subscription fees (where applicable), we give you the right to use P8 App in the way described in this agreement. You must not use P8 App in any other way.
3.2. This agreement will continue until terminated in accordance with clause 17.
3.3. If you don't accept this agreement, you should contact us and you should not use P8 App.

4.1. We will give you your sign-in details and passwords to enable you to use P8 App (the “sign-in information”) once you have registered with us. If you wish to redeem a promotion or activation code you must enter this as part of the registration process. You will need to activate your account within 28 days of receiving the activation email which we will send to the email address you have registered with us. Failure to activate your account may lead to an inability to access any data which may have been entered into that account.
4.2. You may take advantage of a free trial of P8 App. We will confirm the duration of any applicable free trial period in a confirmatory email following registration.
4.3. If you are a new customer to P8 App and elect to buy P8 App immediately without a free trial by signing up the buy now offer and entering your direct debit details, you will receive such discount as we may from time to time determine off the recommended retail price for 6 calendar months (or such other period as we specify on our website or in our marketing literature) starting with the month in which we accept your valid direct debit details (“Buy Now Discount”). You will be charged for access to P8 App from the date you provide your direct debit details and your first invoice will be generated on the first day of the next calendar month but prorated depending on the date you signed up for P8 App. After expiry of your Buy Now Discount the monthly price for your P8 App service will revert automatically without notice to our current list price unless we advise otherwise. Any break in payment resulting in a deactivation and subsequent reactivation of your P8 App account will result in your monthly subscription being reactivated at our current list price. Once you have purchased your first P8 App service with the Buy Now Discount, any additional subscriptions by you of a P8 App service will be at our then-current price list for that P8 App service (plus VAT or equivalent sales tax) as specified on our website from time to time.
4.4. If you continue to use P8 App following your trial period or if you have elected to purchase P8 App without taking a free trial, you agree to pay the applicable subscription fee (plus any VAT or applicable sales tax) directly to us via the payment method specified during registration or via any different payment method which we may notify to you from time to time, until either you or we end this agreement in one of the ways set out in clause 17.
4.5. If you fail to pay any amount payable by you under this agreement, we may charge you interest on the amount overdue from the due date of payment up to and including the date of actual payment (as well as before and after judgment), at the rate of 4% per annum above the base rate for the time being of LLoyds Bank plc if you subscribe to P8 App in the United Kingdom . Such interest shall accrue on a daily basis and be compounded quarterly and you will pay the interest to us immediately upon demand. If at any time we charge you an incorrect price, we reserve the right to rectify our invoice and claim payment from you for the correct amount which you agree to pay. If we have overcharged you, we will reimburse you for the amount by which you have been overcharged.
4.6. We may increase the subscription fee for P8 App at any time by giving you not less than 30 days’ written notice and such an increase will take effect from your next payment date after this notice period has ended.

5.1. If you sign up to P8 App via a “social log in” (either using the web app or Mobile App) we will rely upon the relevant social log in’s authentication process and you will be able to access your P8 App Account via your log in to the relevant social website or app. You will not be required to create a separate id or password to access your P8 App account and you will only be able to gain access to your P8 App account when you are logged on to the relevant social website or app.
5.2. Positive8 Limited will use the personal data it obtains from the relevant social log in app or website to manage you P8 App account and shall not be responsible for loss of any data from your P8 App account or unauthorised access to your P8 App account which arises as a result of failures in the security of the relevant social log in app or website.
5.3. Once you have set up your P8 App account via a social log in, you will be able to change your details by following the instructions available within P8 App.

6.1. You must only use P8 App for your internal business purposes and only to input your own information into P8 App.
6.2. All rights of ownership of the information you remain yours but your access to this information is dependent upon you complying with these terms and conditions and your applicable subscription fee being paid in full. We follow good industry practice to prevent data loss; however, you must keep copies of any information inputted into P8 App (or generated by it) as we cannot guarantee that your information will not be lost or damaged.
6.3. You cannot transfer your P8 App subscription (or your use of P8 App for demonstration and evaluation purposes or any free trial, promotion or activation code), or your P8 App Account created via a Mobile App to any other person or organisation. For example, you cannot sell it if you no longer want to use P8 App, or if you become insolvent an insolvency practitioner may not pass on your P8 App subscription (including your sign-in information) as part of your business’s assets. Further information on this is set out in clause 17.4.
6.4. You must comply with all applicable laws and legislation in respect of your use of P8 App and for any filing, sharing or use of the Collaborate functionality, you must ensure that the content of any files does not and will not result in any injury, damage or harm to us or any third party (including, without limitation, defamation or breach of confidentiality) and the content does not contain anything which is unlawful, obscene, indecent or immoral or promotes illegal or unlawful activities.
6.5. You acknowledge that we are not your accountant and P8 App should not be used as a substitute for professional accountancy advice.
6.6. Some features of P8 App rely on integration with other Positive8 Limited products and services (such as Positive8 Limited Pay) or provide access to technology, information or services not provided by us (such as the HM Revenue & Customs website even though it may look like Positive8 Limited operates these technologies or services). You may purchase or subscribe to third party complimentary products, software or services (including from the Add-On section of the P8 App website) that integrate or work with P8 App or any other Positive8 Limited products and services or technology, information or services not provided by us (“Additional Services”).  It is your responsibility to decide whether or not to use Additional Services and if you choose to do so you must agree to the separate applicable terms and conditions presented to you by Positive8 Limited or the third party for those Additional Services.  If there is a conflict between any of the terms of this agreement and the Additional Services terms, the Additional Services terms will apply in relation to your use of the Additional Service in question. Except where clause 16.4 applies, we are not responsible for any issue with any third-party technology, information and/or services and will not be liable for those issues.  We may withdraw access to such third party technology, information or services via P8 App at any time and without notifying you.
6.7. You acknowledge that, where relevant, the third party provider of the Additional Services may collect from you the subscription fees due for P8 App. In such circumstances you agree to pay the applicable subscription fee (plus any VAT or applicable sales tax) directly to the third party provider via the payment method and subject to the payment terms specified during registration or which may otherwise be notified to you from time to time, in default of which the payment terms set out in this agreement shall apply.
6.8. You agree that if you receive P8 App at a special or discounted price you will only be able to receive P8 App at that special or discounted price if your subscription fees for P8 App are paid continuously. Any delay or other failure in payment which results in a suspension, termination or other deactivation of your account may result in your monthly subscription fee being reactivated at our then-current list price which will be higher than the special or discounted price you previously paid. Please visit our website for details of our pricing.

7.1 Setting up P8 App 7.2 Using P8 App

8.1 The following list gives examples of things you must not do with P8 App:

8.2 It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use of P8 App. In general, we will not tolerate any use which damages or is likely to damage our business or reputation, the availability or integrity of P8 App or which causes us or threatens to cause us to incur any legal, tax or regulatory liability. We will also not tolerate any conduct by you with is (or we reasonably deem to be) offensive, malicious, threatening, intimidating or otherwise unacceptable behaviour (“Unacceptable Conduct”). If we consider you have participated in any Unacceptable Conduct, we may end this agreement by giving you 20 days’ notice in writing. In these circumstances you will not be entitled to a refund of any amounts you have paid to us in advance for your subscription period.

9.1 Whilst we aim to provide uninterrupted use of P8 App, unfortunately we can’t guarantee this, for example, some interruptions may be caused by reasons outside our control and in such circumstances, we will not be responsible for any failure to perform our obligations in this agreement, and we will be excused from that failure for so long as those circumstances continue.
9.2 We do not promise:

9.3 You are solely responsible for obtaining and maintaining your internet and network connections and any associated problems are your responsibility.
9.4 We will take reasonable steps to make sure that P8 App is free from viruses but we cannot guarantee this. We recommend that you use your own virus-protection software as we will not be responsible for any loss or damage caused by any viruses or other harmful technology that may infect your computer systems, data or other material owned by you.
9.5 You are responsible for controlling who can access your P8 App account. We advise that you don’t allow anyone else to use your sign in information and that you change your password at regular intervals.
9.6 From time to time we may temporarily suspend access to P8 App, for maintenance, repairs or other reasons. We will try to do this outside normal business hours and provide advance notice but this might not always be possible. If we become aware that there is an issue with P8 App which affects you we may contact you to discuss the steps required to remedy that issue. You agree to provide all reasonably assistance in helping us remedy that issue.
9.7 We promise that we will use our reasonable skill and care to provide any service to you under this agreement.
9.8 This agreement describes all of our promises relating to P8 App. Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to P8 App would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent prescribed by law.

10.1 For the purposes of this agreement, the parties agree that you are the Data Controller in respect of Personal Data contained within Customer Data (“Customer Personal Data”) and as Data Controller, you have sole responsibility for its legality, reliability, integrity, accuracy and quality.
10.2 You warrant and represent that:
10.3. To the extent that P8 App Processes any Customer Personal Data, the terms of Appendix B shall apply and the parties agree to comply with such terms.
10.4. Where, and to the extent we Process your Personal Data as a Data Controller in accordance with our Privacy Notice, we shall comply with all Data Protection Laws applicable to us as Data Controller.
10.5. You agree that we may record, retain and use Customer Data generated and stored during your use of the Service (including Customer Personal Data, which we shall Process as Data Controller as set out in our Privacy Notice, on the basis of our legitimate business interests), in order to:

11.1. Each party will and will procure that persons associated with them:

12.1 During the period of your subscription, we aim to give you 24-hour technical support 7 days a week (although there may be times where we are unable to do this for reasons outside our control) covering problems you may have using P8 App. We may provide this by telephone, email, web-chat, remote assistance (where we will access your account and data online) or self-help online support as described in the Help Section of P8 App. You grant us the right to access your systems to provide such support (and, in the case of Accounting, you shall ensure that we will have access to your systems for the Lead Business and each Additional Business using Accounting so that we may provide you with support). If we do not have this access we may not be able to provide you with support.
12.2 We will not at any time give you technical support or other assistance for any hardware, third-party software, services or other equipment used with P8 App.

13.1 Although you have rights to use P8 App as described in this agreement, you do not own any of the intellectual property rights in P8 App or any of its related logos. We (or the third party from whom we obtain our rights if we are not the owner) continue to own the intellectual property rights in P8 App and any related logos, including any software we provide to replace all or part of P8 App. The only rights you have to P8 App are as set out in this agreement.
13.2 You undertake not to use Positive8 Limited’s name or brand in any promotion or marketing or other announcement.

14.1. This clause sets out our entire liability to you (including any Lead Business and/or Additional Business) which arises out of or in connection with this agreement whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise.
14.2 Subject to clauses 15.4 and 15.5, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising under or in connection with this agreement will be limited to paying you an amount which is equal to the total of all fees you have paid to us for your use of the relevant P8 App product during the 12 month period immediately preceding the date on which the claim arose (such relevant P8 App product being the product forming the subject matter of the claim).
14.3 Subject to clauses 15.4 and 15.5, we will not be responsible whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any of the following (even if we knew or should have known there was a possibility you could suffer or incur such loss or damage):
14.4 Nothing in this agreement will exclude or limit our liability for:
14.5 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent, permitted by law, excluded from this agreement.
14.6 Your and our responsibilities under this agreement are reasonable because they reflect that:

15.1 We may end this agreement:
15.2 You may end this agreement at any time by sending us an email to support@Positive8.com . In the case of P8 App, the Subscriber User must send this email. If you end this agreement, we will confirm the date that this agreement will end. We will not give you a refund for any amounts you have paid in advance for the applicable subscription period, and you must immediately pay all amounts you owe to us by the date this agreement ends. If you continue to use P8 App after the expiry of any subscription period we will be entitled to charge you for such use at our then current applicable fees.
15.3 If you choose not to pay the subscription fee to continue to use P8 App at the end of any trial period your access to P8 App will immediately end.
15.4 If you or we discover that the other has done something which is not allowed by this agreement, or has not done something that must be done, the one making such discovery can give the other written notice that the matter must be put right within 30 days. If the matter is put right in that time, no further action will be taken. If it is not put right in that time, the person who made the discovery may end this agreement upon giving the other notice in writing.
15.5 This agreement will automatically (i.e. without us having to tell you) and immediately end without refund if you become bankrupt (or something similar happens) or your business is not able to pay its debts, stops trading or becomes insolvent (or something similar happens). In those circumstances we will have no further obligation to you under this agreement and any monies due from you will become immediately due and payable.
15.6 No matter how this agreement ends, the information you store in P8 App remains your information and you can access it in a format provided by P8 App before the end of this agreement. If you wish to access your information after this agreement has ended, you agree to pay our reasonable charges for that access.
15.7 In addition to our rights to end this agreement, we may also suspend your use of P8 App at any time if we do not receive payment in full when due or if we suspect that you has breached any part of this agreement. If you are an Accounting customer, we may suspend your use of Accounting for the Lead Business and each Additional Business regardless of which business is in breach of this agreement and/or has defaulted in payment.
15.8 Any suspension of your P8 App account will continue until such time that the breach in question has been remedied to our reasonable satisfaction and/or we have received payment from you in full. Where we suspend or terminate your use of P8 App under this clause, we may at our discretion agree to reactivate your account subject to you paying to us a reactivation fee. In accordance with clause 9.8 above, if you received P8 App at a special or discounted price your monthly subscription fee may be reactivated at our then-current list price which will be higher than the special or discounted price you previously paid. Please visit our Website for details of our pricing.

16.1 If a court or similar body decides that any wording in this agreement cannot be enforced, that decision will not affect the rest of this agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.
16.2 If you or we fail to, or delay in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.
16.3 This agreement and the documents we refer to above constitute the entire agreement between you and us for your use of P8 App, and replaces all documents, information and other communications (whether spoken or written) between us for such use.
16.4 As specified in clause 8.3, this agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent. We may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this agreement at any time without your consent.
16.5 A person who is not a party to this agreement has no right to enforce any term of it.
16.6 Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.

If you subscribe to P8 App in the United Kingdom, this agreement is governed by the laws of England and you and we both agree that the courts of England will be the only courts that can decide on legal disputes or claims about this agreement.