MASTER TERMS OF SERVICE
These master terms of service (together with the documents, information and policies that are referred to in these master terms of service) (Master Terms of Service) set out the legal terms that apply to Customer's access to and use of the Provider services (including the Platform, the Support Services and Additional Services (such as 'Search')) ('Services'), whether operated by Provider or on
its behalf. These Master Terms of Service do not apply to Provider's generally available marketing website(s) (e.g. www.translucent.io).
Please read these Master Terms of Service carefully. Customer's use of and access to the Services is conditional on its compliance with and acceptance of these Master Terms of Service. If accepting these Master Terms of Service on behalf of an entity, you represent that you have the authority to do so.
1. Understanding these Master Terms of Service
1.1. Definitions. The following definitions apply:
'Additional Services' means additional services (including additional features or functionality) made available by Provider from time-to-time.
'Additional Service Terms' means, in respect of each Additional Service, any specific additional or amended terms that are relevant to that Additional Service (as updated from time-to-time) and made available to Customer.
'Authorised Users' means the users authorised by the Customer to use the Services in accordance with these Master Terms of Service and applicable Additional Service Terms.
'Business Day' means any day other than (i) Saturday or Sunday, or (ii) a day on which banking institutions in London, UK are required by law to remain closed.
'Customer' means the business customer that contracts with Provider to use the Services.
'Customer Data' means data and information provided to Provider in connection with Customer's use of the Services, including the accounting and banking data that hosted by, or
taken from, third party systems (e.g. Xero, QuickBooks, etc.).
'Data Purge' means a date, determined by Provider from time to time, on which Provider deletes data.
'Inactive' means all Authorised Users that are associated with Customer's account having not logged in at least once in a 12-month period.
'Master Terms of Service' has the meaning given above.
'Onboarding' means onboarding emails, video tutorials and other materials made available by Provider from time to time to assist Customer with Customer's use of the Services.
'Platform' means the software platform known as 'Translucent', on which the Additional Services are made available to the Customer.
'Provider' means the entity that Customer has contracted with in accordance with Section 2 .
'Reports' means each report that is generated by Authorised Users' use of the Services.
'Services' has the meaning given above.
'Support Services' means, in respect of the relevant Service, the support services provided by Provider to Customer, as may be described on the Platform, in these Master Terms of Service, or in the Additional Service Terms.
1.2. Framework. These Master Terms of Service are intended to operate as a framework to(amongst other things) enable Customer to access the Services.
1.3. Other terms. These Master Terms of Service refer to the following additional terms, which
may also apply:
1.3.1. Additional Service Terms. Additional terms may apply to Customer's use (if any) of Provider's products, for example, 'Search'.
1.3.2. Privacy Policy. The Privacy Policy sets out how Translucent may collect and use personal data.
2. About Provider
Provider. These Master Terms of Service are entered into with Translucent Ltd, a company registered in England and Wales with company number 14096714 and registered office at Hikenield House East Anton Court, Icknield Way, Andover, Hampshire, England, SP10 5RG.
The VAT number is GB414334723.
3. Provider Services
3.1. Services. The Services allow customers to (amongst other things):
3.1.1. access the Platform;
3.1.2. generate Reports;
3.1.3. receive applicable Support Services; and
3.1.4. search across a network of different data sources, including accounting systems, via the Platform (Search).
Provider will provide the Services as described in the Additional Service Terms and/or on its website(s) and/or the Platform from time-to-time, and standard updates to the Services that are made generally available by Provider during the term. Provider may, in its sole discretion,
discontinue the Services or modify the features of the Services from time-to-time without prior notice. Services may require the acceptance of Additional Service Terms, which are hereby incorporated into these Master Terms of Service.
3.2. Onboarding. Once it has set up its account, Customer shall receive Onboarding.
3.3. Support Services. Customer can access Support Services by contacting Provider through the support email address provided on the Platform or via support@translucent.app.
3.4. Third party terms. These terms do not apply to your use of Xero. You may need to register with Xero to access some of the Services.]
3.5. Warranties. Customer understands and agrees that the Services are provided "as is" and Provider and its suppliers expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose,
or non-infringement. Unless otherwise specified, Provider and its suppliers make no warranty or representation regarding: (i) the results that may be obtained from the use of the Services;
(ii) the accuracy or reliability of any information obtained through the Services; or (iii) the Services meeting any requirements or being uninterrupted, timely, secure or error free. Any material and/or data downloaded or otherwise obtained through the use of the Services is at Customer's own discretion and risk. The entire risk arising out of use or performance of the Services remains with Customer. Unless otherwise specified, Provider cannot guarantee and does not promise any specific results from use of the Services.
3.6. Indemnity. Customer agrees to indemnify, defend and hold Provider harmless, including its officers, directors, employees, consultants, agents and suppliers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys' fees) arising
from Customer's violation of these Master Terms of Service, including non- or late payment of fees, or the infringement or violation by Customer or any other user of Customer's account of any intellectual property or other right of any person or entity or applicable law.
3.7. Limitation of Liability.
3.7.1. To the maximum extent permitted by applicable law, in no event shall Provider be liable to Customer or to any third party for any consequential, incidental, indirect, exemplary, special or punitive damages whatsoever (including, without limitation,
damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or damage) whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not Provider has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other
remedy of its essential purpose.
3.7.2. In no event shall Provider's aggregate liability arising out of or related to these Master Terms of Service, whether arising out of or related to breach of contract, tort(including negligence) or otherwise, exceed the aggregate amounts paid or payable to Provider in the twelve (12) month period preceding the event or circumstances giving
rise to the claim.
3.7.3. Where a Service is provided free of charge, Provider's liability in respect of that Service (howsoever arising under or in connection with the Master Terms of Service or any Additional Service Terms) shall be excluded to the fullest extent permissible by law.
3.7.4. The limitation of liability set forth in Sections 3.4.1 , 3.4.2 and 3.4.3 above shall not apply to: (i) liability from Provider's fraud or fraudulent misrepresentation; (ii) death or bodily injury resulting from Provider's negligent acts or omissions; or (iii) any other liability which cannot be lawfully limited or excluded.
3.8. Accuracy of information. Provider cannot be responsible for the accuracy of Customer Data, or data it receives from third parties.
4. Charges and cancellation
4.1. Fees. Provider charges the fees that are set out on its website and/or the Platform from time-to-time. Unless stated to the contrary, the fees are exclusive of applicable taxes or other charges imposed by law from time-to-time, and Customer shall in addition pay such applicable taxes and other charges at the rate and in the manner prescribed by law from time-to-time.
4.2. Auto-renewal. Unless stated otherwise, or Customer cancels any subscription before the billing date, subscriptions will renew automatically. Customer authorises Provider to charge the subscription fee for the next renewal term to the previous payment method.
4.3. Promotional offers. Provider may, from time-to-time, offer various promotions or offers. Unless otherwise stated, these Master Terms of Service will continue to apply to such promotion or offer. In respect of any promotion or offer, Provider may, in its absolute discretion, end or withdraw the promotion or offer without warning.
4.4. Payment. Customer agrees that Provider may charge to the credit card or other payment mechanism selected by Customer and approved by Provider all amounts due and owing for the Services, including taxes and any other fee or charge associated with Customer's use of
the Services. Customer agrees that in the event Provider is unable to collect the fees owed to Provider for the Services, Provider may take any other steps it deems necessary to collect such fees and that Customer will indemnify Provider for all costs and expenses incurred by
Provider in connection with such collection activity, including collection fees, court costs and attorneys' fees. Customer further agrees that Provider may collect compound interest at 10% per month on any amounts not paid when due.
4.5. Cancellation. Customer may cancel subscription(s) at any time by emailing support@translucent.app. If Customer cancels, Customer will not be billed for any additional term, and the relevant Services will continue until the end of the current subscription term. If
Customer cancels, Customer will not receive a refund for any Services already paid for. If at any time Customer is not happy with the Services, its sole remedy is to cease using the Services and follow this termination process.
4.6. Changes to prices. Provider may change subscription plans or the price of Services from time-to-time, including charging for Services that were previously offered free of charge; however, any price changes or changes to subscription plans will apply no earlier than at least thirty (30) days following notice and Provider will not charge Customer for a previously free Service unless Customer has been notified of the applicable fees and agreed to pay such fees.
4.7. Closing the account. Customer may close its account at any time by emailing support@translucent.app.
4.8. Termination by Provider. If Customer (or any Authorised User) fails to comply with any provision of these Master Terms of Service, Provider may terminate access to the relevant Service(s) and/or terminate these Master Terms of Service immediately and retain any fees previously paid. In the event Provider terminates these Master Terms of Service for
convenience only, Provider shall refund Customer the cost of any remaining period under the subscription term or effect termination on the last day of the then-current subscription term.
4.9. Post-termination. Any provision that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Master Terms of Service shall remain in full force and effect. Upon any termination of these Master Terms of Service, Customer must cease any further use of the Services.
5. Use of the Services and Customer responsibilities
5.1. Customer's use of the Services. Customer may only use the Services pursuant to these Master Terms of Service. Subject to compliance with these Master Terms of Service, Provider grants Customer: (i) a non-exclusive, non-transferable, personal right to use the Services; and (ii) a non-exclusive, transferrable, irrevocable, perpetual, sub-licensable right to reproduce, publish, distribute, transmit, modify, adapt, edit, store, display, download, and use the Reports for the Customer's internal and external business purposes. Customer is solely responsible for its (and Authorised Users') use of the Services and shall abide by, and
ensure compliance with, all laws in connection with the use of the Services, including but not limited to laws related to intellectual property. Customer acknowledges that the Reports are reliant on the Customer Data being complete and accurate, and therefore Provider (i) provides no warranties or guarantees as to the accuracy of Reports, and (ii) shall not be liable in connection with any actions or omissions taken by reliance on the Reports.
5.2. Authorised Users. Customer shall ensure that only Authorised Users use the Services, and that such use is at all times in accordance with these Master Terms of Service. Customer shall ensure that Authorised Users are, at all times whilst they have access to the Services, the employees or contractors of Customer. Customer shall: (i) be liable for the acts and omissions of the Authorised Users as if they were its own; only provide Authorised Users with access to the Services via the access method provided by Provider and shall not provide access to (or permit access by) anyone other than an Authorised User; and procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on the Customer under these Master Terms of Service. The individual entering into these Master Terms of Service: (i) represents and warrants that they have the authority to bind Customer (which can be any type of business); and (ii) will automatically become the 'master user'. The master user has the ability to add and/or remove sub-users from Customer's account.
5.3. Registration information. Customer may be required to provide information to register for and/or use certain Services. Customer agrees that any such information shall be accurate. Authorised Users may also be asked to choose a username and password. Customer is
responsible for maintaining the security of usernames and passwords and shall not, and shall procure that Authorised Users shall not, disclose such to any third party. Authorised User accounts cannot be shared or used by more than one individual at the same time.
5.4. Access to the Services. Provider provides the Services through the Platform and other contact channels, such as email, and so Customer needs to keep contact details up to date. Provider tries to make sure that the Services are accurate, up-to-date and free from bugs,
but cannot promise that they will be. The Services, content and features may not be available at all times or in all regions.
5.5. Customer Data. Customer agrees that it is solely responsible for the Customer Data sent or transmitted by or on behalf of it or displayed or uploaded by or on behalf of it in using Services and for compliance with all laws pertaining to the Customer Data, including, but not
limited to, laws requiring it to obtain the consent of a third party to use the Customer Data and to provide appropriate notices of third-party rights. Customer represents and warrants that (i) all Customer Data provided by or on behalf of it is accurate; and (ii) it has the right to
upload the Customer Data to the Platform and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Provider be liable in any way for
any (a) Customer Data that is transmitted or viewed while using the Services, (b) errors or omissions in the Customer Data, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Customer Data. Although Provider is not responsible for any Customer Data, it may delete any Customer Data, at any time without
notice to Customer, if it becomes aware that it violates any provision of these Master Terms of Service, or any law.
5.6. Inactivity and deletion of Customer Data. If Customer is Inactive or deletes its account, Provider shall delete any Customer Data at its next scheduled Data Purge. For the avoidance of doubt, this shall not apply to personal information, which shall be treated in accordance with the Privacy Policy.
5.7. Prohibited use. Customer agrees that it will not, and shall procure that Authorised Users will not, use the Services to: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain unauthorized access to the Services; (ii) use
the Services in a way that abuses, interferes with, or disrupts Provider's networks, accounts, or the Services; (iii) engage in activity that is illegal, fraudulent, false, or misleading, (iv) transmit through the Services any material that may infringe the intellectual property or other
rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions, data, processes, technology, or graphics of the Services; or (vi) use the Services to communicate any message or material that is harassing, libelous, threatening,
obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence, under any applicable law or regulation; (vii) upload or
transmit any software, content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or Provider's networks or other users of the Services; (viii) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or Provider's security systems; (ix) use the Services in violation of any of Provider's policies or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations, and Customer agrees that it is solely responsible for compliance with all such laws and regulations.
5.8. Limitations on use. Except as permitted by these Master Terms of Service, Customer may not reproduce, resell, extract, re-utilize or distribute the Services or any reports or data generated by the Services for any purpose unless Customer has been specifically permitted
to do so under a separate agreement. In particular, Customer must not use any data mining, robots, spiders, or similar data gathering and extraction tools, devices, algorithm, code,
process or methodology, whether automated or not, to access, acquire, copy, extract or monitor (whether once or many times) any part of the Services, materials, content, documents or data. Customer may not offer or enable any third parties (other than Authorised Users) to use the Services, display on any website or otherwise publish the
Services or any content obtained from a Service (other than Customer Data) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services. This Section should be
treated as an express reservation of rights. Nothing in this Section prohibits or restricts any activity which cannot be legally prohibited or restricted.
5.9. Third-Party links. The website may contain links to third-party websites or resources ('Third-Party Services'). Such Third-Party Services may be subject to different terms and conditions
and privacy practices. Provider is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Provider of such Third-Party Services.
5.10. Intended use. The Services are intended for business use only. Customer may choose to use the Services for other purposes, subject to the terms and limitations of these Master Terms of Service and any applicable Additional Service Terms.
6. Intellectual property rights
6.1. Services. Provider is the owner or the licensee of all intellectual property rights in the Services (including in all Reports (except to the extent they comprise Customer Data)). Provider or its licensors own all intellectual property rights in any data created by or on behalf
of Provider. All such rights are reserved.
6.2. Information Customer provides. All intellectual property rights in information Customer provides to Provider (including Customer Data) shall remain owned by Customer or the relevant third-party owner. By agreeing to these Master Terms of Service, Customer grants
Provider a royalty-free, worldwide, transferable, non-exclusive, perpetual, irrevocable and sub-licensable licence to de-identify, use, copy or otherwise utilise the information (including Customer Data) to the extent necessary or desirable to perform or provide the Services and
to improve Provider's products and Services (including training artificial intelligence and machine learning technologies, improving the Services, operations and systems, combining data with other data sets, and/or deriving benchmarks and other analysis and statistics). Any
intellectual property rights in data, analysis and improvements derived from Provider's use of information Customer provides shall be owned by Provider.
6.3. Feedback. Customer grants to Provider a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual and non-exclusive license to use, copy or otherwise utilise any feedback or content Customer (or Authorised Users) sends to Provider to the extent
necessary to perform or provide the Services and to improve Provider's products and Services (including training artificial intelligence and machine learning technologies, improving the Services, operations and systems, combining data with other data sets, and/or deriving benchmarks and other analysis and statistics).
6.4. Legal notices. Nothing in these Master Terms of Service grants Customer any legal rights in the Services other than as necessary for Customer to access it, except as otherwise expressly stated in these Master Terms of Service. Customer agrees not to adjust, try to circumvent or delete any notices contained on the website or Platform (including any intellectual property notices) and in particular, in any digital rights or other security technology embedded or contained within the Services.
7. Other important information
7.1. Updates to these Master Terms of Service. Provider may change or supplement these Master Terms of Service or any Additional Service Terms from time-to-time, at its sole discretion. Where Provider does so, it will use commercially reasonable business efforts to provide notice of any such changes. Within fourteen (14) days of posting changes (or fourteen (14) days from the date of notice, if such notice is provided), they will be binding. If Customer does not agree with the changes, Customer must not use the Services. If Customer continues to use the Services after such fourteen (14) day period, Customer will be deemed to have accepted the changes.
7.2. Assignment and other dealings. Provider may at any time transfer (by way of assignment or novation) these Master Terms of Service to any of its group companies upon written notification or general notice on its website (and Customer consents to any such transfer). Provider may also assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of Provider's rights (including the right to receive payment) and obligations under these Master Terms of Service.
7.3. Severability. Each of the sections and paragraphs of these Master Terms of Service operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining sections and paragraphs will remain in full force and effect.
7.4. Waiver. If Customer breaches these Master Terms of Service and Provider takes no action, or if Provider delays in taking action, that does not mean that Provider has waived its rights and shall be entitled to exercise its rights and remedies. If Provider does waive a breach by
Customer, Provider will only do so in writing (signed by one of Provider's Directors), and that shall not mean that Provider will automatically waive any later breach by Customer.
7.5. Events outside of Provide's control. Provider shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations to Customer if such failure or delay is caused by an event outside of Provider's control. An event outside of Provider's
control means any act or event beyond Provider's reasonable control such as third-party suppliers, act(s) of God, wars, terrorist attacks, embargos, riots, strikes, lock-outs, trade disputes, fires, floods, earthquakes or other natural disasters, break-down, inclement
weather, interruption of transport, pandemics, epidemics, Government action or failure of public or private telecommunications or transport networks. If such an event takes place and it affects the performance of obligations: (i) Provider will contact Customer as soon as reasonably possible to notify Customer; and (ii) Provider's obligations will be suspended for the duration of the event.
7.6. Complaints. Provider operates a complaints handling procedure that will be used to try to resolve disputes when they first arise, please let us know if you have any complaints or comments by sending an email to support@translucent.app.
7.7. Governing law and jurisdiction. Anything related to Customer's use of the Services or these Master Terms of Service are governed by English law and, to the fullest extent permitted by law, the courts of England shall have the exclusive jurisdiction over any dispute or claim
relating to these Master Terms of Service.
7.8. Entire agreement. These Master Terms of Service constitute the entire agreement between Customer and Provider and they supersede any and all earlier agreements between Customer and Provider.
These Master Terms of Service were published on 12th July 2023.
