Paper Free Finance legal

Terms of service

Version 1.0 · Effective

These terms are the agreement between M Heath Consulting Ltd, trading as Usermode, a company registered in [country of registration: to be confirmed] under company number [company number: to be confirmed], whose registered office is at [registered office address: to be confirmed] (Usermode, we, us) and the organisation that uses Paper Free Finance (you, the Customer). They incorporate the Data processing agreement and the Acceptable use policy. Paper Free Finance is a business service: it is not offered to consumers.

1.About these terms

1.1 You accept these terms when a person creates an organisation in Paper Free Finance or ticks the box to accept them. That person confirms they are authorised to bind the organisation they act for. Each person who joins an organisation also accepts them for their own use of the service.

1.2 If you have signed an order form or another written agreement with us for Paper Free Finance, it takes precedence over these terms where the two differ.

1.3 Each version of these terms has a version number and an effective date, shown at the top of this page. We keep a record of which version each person accepted and when.

2.Definitions

  • Customer Data: the documents, invoices, supplier records, approvals, ledger codes and other information you or your suppliers put into Paper Free Finance, and what Paper Free Finance derives from them.
  • Organisation: your tenant in Paper Free Finance. Your entities, suppliers, policies, documents and audit trail belong to it and are kept apart from every other organisation's.
  • Users: the people you invite to your Organisation, each with a role (owner, admin, finance, approver, viewer or auditor).
  • Connected Service: an accounting ledger, mailbox or other third-party service you connect to Paper Free Finance (for example Xero, QuickBooks Online, Sage or Microsoft 365).
  • Data Protection Law: the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, as amended.

3.The service

3.1 Paper Free Finance receives supplier invoices and credit notes by email, upload or API; reads them with automated extraction; checks arithmetic, VAT and duplicates; routes them for review and approval under the policies you set; and posts approved bills to the ledger you connect, with the original attached. The originals are kept in a write-once archive and every action is recorded in a tamper-evident audit trail.

3.2 We will provide the service with reasonable skill and care, and may improve or change how it works, provided a change does not materially reduce the service you have paid for (see clause 16).

3.3 Paper Free Finance reads documents with machine-learning models. Their output can be wrong. Paper Free Finance shows you what it read and how confident it is, and nothing is posted to your ledger until your own approval policy has been satisfied. You remain responsible for checking and approving what is posted.

3.4 Paper Free Finance is software. We do not provide accounting, tax, legal or financial advice, and nothing in the service is advice.

4.Accounts, users and security

4.1 You decide who is a User and what role they hold. Owners and admins can invite and remove Users. You are responsible for what your Users do in Paper Free Finance.

4.2 Each User must keep their sign-in details to themselves. We recommend two-factor authentication or a passkey for every User. Tell us without delay at [security contact email: to be confirmed] if you suspect an account or API key has been compromised.

4.3 API keys act for your Organisation within the scopes you give them. Treat them as passwords and revoke any you no longer need.

5.Your data

5.1 You own Customer Data. You give us the right to host, copy, process and transmit it only as needed to provide and support the service for you, to keep it secure, and as the law requires.

5.2 Where Customer Data includes personal data, you are the controller and we are your processor, and the Data processing agreement applies. It lists our sub-processors and where they process data.

5.3 We do not sell Customer Data, use it to advertise, or use it to train machine-learning models, ours or anyone else's. Corrections your Users make are remembered within your Organisation only, to read that supplier's next invoice better. Amazon Bedrock, which reads your documents by default, does not keep them.

5.4 You are responsible for having the right to give us Customer Data, including documents your suppliers send to the mailboxes you connect.

6.Acceptable use

6.1 You and your Users must follow the Acceptable use policy. We may suspend access that breaks it under clause 15.3.

7.Services you connect

7.1 You choose which Connected Services to use, under your own agreements with their providers. When you connect one, you authorise Paper Free Finance to exchange Customer Data with it to do what you ask (for example to read supplier invoices from a mailbox, or to post a bill and its original to your ledger).

7.2 Connected Services are not our sub-processors and we are not responsible for them, their availability, or changes their providers make to them. We will tell you when a change affects how Paper Free Finance works with one.

8.Fees and payment

8.1 You pay the fees for your plan, as shown when you choose it or in your order form, in pounds sterling and exclusive of VAT, which is added at the applicable rate.

8.2 We invoice in advance for each billing period. If a payment is overdue we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 and, after giving you at least 14 days' notice, suspend access until it is paid. Suspension never deletes Customer Data.

8.3 We may change our prices with at least 30 days' notice before your next billing period.

9.Availability and support

9.1 We aim to keep Paper Free Finance available at all times, apart from planned maintenance, which we keep short and announce in advance where it is noticeable. Any availability commitment with service credits is set out in your order form.

9.2 Support is available by email at [support email: to be confirmed] during UK business hours.

10.Retention, export and deletion

10.1 Paper Free Finance keeps your documents and invoices for the retention period set for your Organisation: six years by default, which is also the minimum, because HMRC expects VAT records to be kept for at least six years (VAT Notice 700/21, section 2.4). An owner or admin can choose a longer period, and can place a legal hold on any invoice or document so it is kept regardless of age. Once the period has run, records not on hold are deleted automatically. The details are on the security, data residency and retention page.

10.2 An owner can export the whole Organisation at any time from Settings: every invoice, supplier, original document and audit event, with a manifest we sign so you can show the export is complete and unaltered.

10.3 When this agreement ends, you have 30 days to export your data. After that we delete Customer Data as described in the Data processing agreement (clause 9), including by destroying the encryption key that protects your archived originals. We keep only what the law requires us to keep, and our own records of the agreement (for example invoices for our fees and acceptance records).

11.Confidentiality

11.1 Each of us will keep the other's confidential information confidential, use it only for this agreement and share it only with people who need it for that purpose and are bound to keep it confidential, or as the law requires. Customer Data is your confidential information.

12.Intellectual property

12.1 We own Paper Free Finance, including its software, models, documentation and the improvements we make to it. You may use it for your Organisation's business during this agreement. You may not resell it, copy it, or reverse-engineer it except where the law allows that and it cannot be excluded.

12.2 If you send us suggestions, we may use them without obligation to you.

13.What the service does and does not do

13.1 Paper Free Finance helps you capture, check, approve and post invoices. It does not replace your own controls: you remain responsible for your accounts, your VAT returns and the payments you make.

13.2 Paper Free Finance flags changed supplier bank details and unusual documents, but it cannot detect every fraud. Check bank details through a trusted channel before you pay.

13.3 Apart from what these terms say, the service is provided without other warranties, to the extent the law allows.

14.Liability

14.1 Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.

14.2 Neither of us is liable for loss of profit, revenue, business or goodwill, or for indirect or consequential loss.

14.3 Each party's total liability in any 12 months is limited to the fees paid and payable by you in those 12 months, except for your obligation to pay fees, and except that a different limit for breaches of Data Protection Law may be agreed in an order form.

15.Term, suspension and termination

15.1 This agreement runs from acceptance for as long as you have an Organisation, renewing with each billing period unless either of us ends it.

15.2 You may end it at the end of any billing period by giving notice in Settings or by email. We may end it with at least 90 days' notice, or at once if you materially breach it and do not put the breach right within 30 days of being told about it.

15.3 We may suspend access, in whole or in part, if it is needed to protect the service, other customers or Customer Data, or if a User breaks the Acceptable use policy. We will tell you why and restore access as soon as the reason is resolved.

16.Changes

16.1 We may update these terms, the data processing agreement and the acceptable use policy. We will give owners at least 30 days' notice of a material change by email and in Paper Free Finance, except where a change is needed sooner by law or for security. Each version is published here with its version number.

16.2 When a new version takes effect, Paper Free Finance asks each person to accept it before they continue. If you do not agree to a change, you may end this agreement under clause 15.2 before it takes effect.

17.General

  • Neither of us is liable for delay caused by events beyond its reasonable control, provided it tells the other and takes reasonable steps to limit the effect.
  • Neither of us may assign this agreement without the other's consent, except to a successor to its business.
  • Notices to us go to [legal notices email: to be confirmed]; notices to you go to the owners of your Organisation.
  • This agreement is the whole agreement between us about Paper Free Finance. Nobody else has rights under it under the Contracts (Rights of Third Parties) Act 1999.
  • If a court finds part of it unenforceable, the rest continues. Not enforcing a right is not a waiver of it.

18.Governing law and disputes

18.1 This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. Before going to court, each of us will first try to resolve a dispute through senior representatives within 30 days.

19.Contact

Questions about these terms: [legal contact email: to be confirmed]. Support: [support email: to be confirmed].

Last updated · Version 1.0 · M Heath Consulting Ltd, trading as Usermode