1.  What this Agreement is about

1.1. If you are a user of DashAnalytix by Cashly products and services, this Agreement describes how you may use DashAnalytix and is made up of these terms and conditions and our Privacy Notice.

1.2. If you are a partner and have subscribed to the DashAnalytix Partner Program terms and conditions (“DashAnalytix Partner”), this Agreement describes how you and your own clients may use DashAnalytix, and this Agreement applies in addition to the terms and conditions of the DashAnalytix Partner Program as applicable to and accepted by you. If there is any difference between this Agreement and the DashAnalytix Partner Program terms and conditions, the terms of this Agreement will take precedence in relation to your operation and use of DashAnalytix.

1.3. In this Agreement, where we say “DashAnalytix,” we mean all Products and Services offered by us, which consist of financial and non-financial forecasting, reporting, monitoring, analysis, consolidation, and benchmarking for Small to Medium business enterprises and accountants and bookkeepers, and include other Services offered by DashAnalytix from time to time which you have selected and which are subject to these Terms. DashAnalytix primarily offers three distinct types of subscriptions: pay as you go subscriptions, tiered plan subscriptions, and additional subscriptions for add-on services, such as Whitelabelling and Consolidation where appropriate.

2. Definitions and Interpretation

2.1. In this Agreement:

• “Affiliate” shall mean any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity. An entity is an Affiliate only so long as such Control continues.
• “Control” shall mean the ownership or control (whether directly or indirectly) of at least 50% of the voting rights in the entity, or otherwise the power to direct the management and policies of the entity. The terms “Controlled” and “Controls” shall be construed accordingly.
• “Customer Data” shall mean the data, information, or material provided, inputted, or submitted by you or on your behalf into DashAnalytix, which includes any data retrieved with your permission by DashAnalytix from one of our integration partners (such as Xero or Intuit) which is processed by DashAnalytix and may include data relating to you or your clients’ customers, suppliers, employees, or other third parties.
• “Data Protection Addendum” our Data Protection Addendum posted on http://www.cashly.com/dataprotectionaddendum (or such other URL as notified to you) as amended from time to time. Terms defined in the Data Protection Addendum shall have the same meanings when used in these terms and conditions unless otherwise specified.
• “Data Protection Laws” means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, or other binding restriction (as amended, consolidated, or re-enacted from time to time) which relates to the protection of individuals with regards to the processing of personal data to which a party is subject, including the Data Protection Act 2018, the UK GDPR (and where applicable the EU GDPR), and The Privacy and Electronic Communications (EC Directive) Regulations 2003.
• “Documentation” means the user guides, specifications, instructions, and manuals relating to the Service made available by us through the Service or otherwise on a website administered by us or our Affiliates, as updated from time to time, but excluding marketing materials and sales publications.
• “Force Majeure Event” means an act of God (e.g. a natural disaster, accident, or epidemic) or another event outside of a party’s reasonable control (e.g. acts of war, terrorism, government authority or by another third-party outside the party’s control). For the purposes of this Agreement, a cyber-attack or breach of cyber security is beyond our reasonable control, subject to us being able to demonstrate that we acted in accordance with what would be reasonably considered good practice by a business accountancy and payroll software provider of an equivalent size and standing in taking steps to prevent such an attack or breach of security.
• “Intellectual Property Rights” means rights recognized by any jurisdiction with respect to intellectual work product, such as patent rights (including priority rights), design rights, copyrights (including moral rights), trade secret rights, trademarks, service marks, domain name rights, database rights, patents, trade secrets, know-how, rights in confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• “Organization” means a logically separated area in DashAnalytix Platform containing data belonging to a single business. Users may have access to more than one Organization should they be using DashAnalytix to manage the affairs of more than one business.
• “Privacy Notice” the Cashly privacy notice, found at https://www.cashly.com/company/privacy-notice-and-cookies, as updated from time to time.
• “Services” means (a) the provision of services including, but not limited to DashAnalytix Adviser and DashAnalytix Predict as defined from time to time by DashAnalytix; and (b) other services provided by DashAnalytix as detailed in writing between the parties.
• “Service Fees” means the fees payable by you in respect of the Services.
• “Subscriber User” means any user of the DashAnalytix Platform who is considered by us to be responsible for paying the bill for any Pro features in an Organization.
• “Third-Party Provider” means the provider of a Third-Party Service.
• “Third-Party Service(s)” means any product(s) (e.g. software, cloud services, or forms), tool(s) (e.g. integration or development tools), or service(s) (e.g. implementation, configuration, development, or accounting) provided by a party other than DashAnalytix.

User” means an individual who is authorized to use DashAnalytix, for whom you have paid a Service Fee (or whom you have authorized to use DashAnalytix in relation to your own business), and to whom you (or, when applicable, we at your request) have supplied a user identification and password.

“User Data” means electronic data, text, messages, or other materials, including Customer Data, submitted to DashAnalytix by you or by Users in connection with your use of DashAnalytix.

“Whitelabel” means the Whitelabel subscription services offered by DashAnalytix that allow you to customize and brand DashAnalytix as your own platform, and to resell DashAnalytix as part of your own product or service offerings.

“You” means the organization or other legal entity for which you are accepting this Agreement (and Affiliates of that entity, if any). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent.

3. Using DashAnalytix

3.1. You must comply with our DashAnalytix Policies, which may be updated from time to time.

3.2. If you are using DashAnalytix as a Subscriber User, you are responsible for compliance with this Agreement by all other Users in your Organization and for all activities that occur under your account.

3.3. You must:

3.3.1. use DashAnalytix in accordance with applicable laws and government regulations;

3.3.2. not, and must not attempt to:

3.3.2.1. modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services (except to the extent software included in the Services is provided to you under a separate license that expressly permits the creation of derivative works);

3.3.2.2. reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services (except to the extent applicable laws specifically require that we provide you with access to the source code and we have not provided you with access in another way pursuant to this Agreement);

3.3.2.3. access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas;

3.3.2.4. resell or sublicense the Services;

3.3.2.5. use the Services for High Risk Activities.

3.3.3. comply with the requirements set forth in the Documentation; and

3.3.4. cooperate with us in our performance of this Agreement.

3.4. If you have subscribed to the DashAnalytix Partner Program, you must comply with the additional terms and conditions applicable to DashAnalytix Partners.

4. Fees and Payment

4.1. You agree to pay the applicable fees for the Services as described on our website or in an order form or other document referencing this Agreement.

4.2. If you have subscribed to a pay-as-you-go subscription, you agree to pay for the Services in accordance with the pricing listed on our website for such subscription.

4.3. If you have subscribed to a tiered plan subscription, you agree to pay the fees for the level of service and usage specified in the applicable order form or other document referencing this Agreement.

4.4. If you have subscribed to additional subscriptions for add-on services, such as Whitelabelling and Consolidation, you agree to pay the fees for such additional subscriptions as specified in the applicable order form or other document referencing this Agreement.

4.5. All fees are non-refundable and non-cancellable once paid, except as expressly stated in this Agreement or as required by applicable law.

4.6. You are responsible for maintaining complete and accurate billing and contact information with us.

4.7. If any amount owed by you under this Agreement is 30 or more days overdue, we may, without limiting our other rights and remedies, suspend your use of the Services and access to the DashAnalytix Platform until such amounts are paid in full.

5. Third-Party Services

5.1. DashAnalytix may allow you to access Third-Party Services, such as accounting software, through DashAnalytix. You may enable or log into Third-Party Services through DashAnalytix, and DashAnalytix may retrieve information from such Third-Party Services on your behalf. By enabling or logging into Third-Party Services, you authorize DashAnalytix to access and use your information from those Third-Party Services as permitted by the Third-Party Service.

5.2. DashAnalytix is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by a Third-Party Service.

5.3. Any exchange of data or other interaction between you and a Third-Party Service is solely between you and such Third-Party Service and is governed by that Third-Party Service’s terms of service or other agreement. We do not warrant or support Third-Party Services, whether or not they are designated by us as “verified” or otherwise.

5.4. You acknowledge and agree that we may, in our sole discretion, monitor your use of Third-Party Services and may remove or disable access to any Third-Party Service at any time for any reason.

6. Confidentiality

6.1. Both parties will keep confidential and not disclose the other party’s Confidential Information to any third party or use the other party’s Confidential Information for any purpose other than the implementation of this Agreement. The term “Confidential Information” shall mean all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party, (b) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party, (c) is received from a third party without breach of any obligation owed to the disclosing party, or (d) was independently developed by the receiving party.

6.2. Both parties will use the same degree of care to protect the confidentiality of the other party’s Confidential Information that it uses to protect its own confidential information of like nature, but no less than a reasonable degree of care.

6.3. The receiving party may disclose Confidential Information of the disclosing party if it is compelled by law to do so, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party’s cost, if the disclosing party wishes to contest the disclosure.

7. Data Protection

7.1. You acknowledge and agree that we process your personal data and the personal data of your Users and customers in accordance with our Privacy Notice, available at https://www.cashly.com/company/privacy-notice-and-cookies.

7.2. You agree to comply with all data protection laws per the agreement and governance by the UK, EU and US.