BIZEDGE TERMS OF SERVICE

This Agreement describes the terms governing your use of the Torilo online services provided to you on this website, including content, updates and new releases, (collectively, the “Services”). It includes by reference:

Torilo’s Privacy Statement and Additional Terms and Conditions, which may include those from third parties. Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.

You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:

You can form a binding contract with Torilo; You are not a person who is prohibited from receiving the Services under the laws of the United States, England, Wales, or any other applicable jurisdiction; and You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations.

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Torilo. Torilo reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Torilo grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.

2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

Provide access to or give any part of the Services to any unauthorized third party. Reproduce, modify, copy, deconstruct, sell, trade or resell the Services. Make the Services available on any file-sharing or application hosting service.

For Services offered on a payment or subscription basis, the following terms apply if you are the User paying for the Services, unless Torilo or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

Payments will be billed to you by Torilo in pounds sterling (£), U.S. Dollars, or other currencies which may be made available (plus any and all applicable taxes, including without limitation VAT and GST) as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services. You must pay with one of the following:

• A valid credit card acceptable to Torilo;
• A valid debit card acceptable to Torilo;
• Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
• By another payment option Torilo provides to you in writing.

If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse your use of the Services. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain. Torilo will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services are cancelled or terminated under this Agreement. Additional cancellation or renewal terms may be provided to you on the website for the Services.

Use of these Services may be available through a compatible mobile device, the Internet, and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

Torilo makes no warranties or representations of any kind, express, statutory or implied as to:

The availability of telecommunication services from your provider and access to the Services at any time or from any location; any loss, damage, or other security intrusion of the telecommunication services; and any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the Services.

5.1 Data Processing and Privacy (All Services except Payroll Services and BizEdge Time). Except as described in Section 5.2: (a) Torilo is the controller of the personal information it processes about you when you use the Services and (b) You acknowledge that Torilo will process your personal information as described in our Privacy Statement when you use our Services.

5.2 Data Processing and Privacy. If you use our Payroll Services, you will be the controller of the personal information that we process on your behalf and we will process that personal information as a processor.

6.1 You are responsible for your content. You are responsible for all materials, data, and personal information (“Content”) uploaded, posted or stored through your use of the Services. You grant Torilo a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Torilo is not responsible for the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;

Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy; Except as permitted by Torilo in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding; Virus, trojan horse, worm or other disruptive or harmful software or data; and Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

6.2 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public (“Community Forum”). Torilo does not support and is not responsible for the content in these Community Forums. Please use respect when you interact with other users in a Community Forum. Do not reveal confidential or other information that you do not want to make public. Users may post hypertext links to content of third parties for which Torilo is not responsible.

6.3 Torilo may freely use feedback you provide. You agree that Torilo may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Torilo a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid up, royalty free license to use the feedback you provide to Torilo in any way.

6.4 Torilo may monitor your Content. Torilo may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Torilo or its customers, or operate the Services properly. Torilo, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7.1 Torilo does not give professional advice. Unless specifically included with the Services, Torilo is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other Torilo services. You may be offered other services, products, or promotions by Torilo (“Torilo Services”). Additional terms and conditions and fees may apply. With some Torilo Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. This information will be dealt with in accordance with Torilo’s Privacy Policy. You grant Torilo permission to use information about your business and experience to help us to provide the Torilo Services to you and to enhance the Services. You grant Torilo permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Torilo permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

7.3 Communications. Torilo may be required by law to send you communications about the Services or third party products. You agree that Torilo may send these communications to you via email or by posting them on our websites.

7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Torilo if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

8.1 Your use of the Services, software, and content is entirely at your own risk. Except as described in this Agreement, the Services are provided “as is.” To the maximum extent permitted by applicable law, Torilo, its affiliates, and its third party providers, licensors, distributors or suppliers (collectively, “Suppliers”) disclaim all warranties, express or implied, including any warranty that the Services are fit for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality or content in or linked to the Services. Torilo and its affiliates and Suppliers do not warrant that the Services are secure, free from bugs, viruses, interruption, errors, theft or destruction. To the extent permitted by the applicable laws of England and Wales any implied warranties in respect to the Services, software, and content are limited to 60 days from the date of purchase or delivery of the Services, whichever is sooner.

8.2 Torilo, its affiliates and Suppliers disclaim any representations or warranties that your use of the Services will satisfy or ensure compliance with any legal obligations or laws or regulations. You are solely responsible for ensuring that your use of the Services is in accordance with applicable law.

To the maximum extent permitted by applicable law, the entire liability of Torilo, its affiliates and Suppliers for all claims relating to this Agreement shall be limited to the amount you paid for the Services during the twelve (12) months prior to such claim. Subject to applicable law, Torilo, its affiliates and Suppliers are not liable for any of the following: (a) indirect, special, incidental, punitive or consequential damages; (b) damages relating to failures of telecommunications, the Internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet Torilo systems requirements. The above limitations apply even if Torilo and its affiliates and Suppliers have been advised of the possibility of such damages. This Agreement sets forth the entire liability of Torilo, its affiliates and your exclusive remedy with respect to the Services and its use. Notwithstanding the foregoing, no provision of this Agreement shall exclude or limit liability to the extent that such exclusion or limitation is prohibited by the applicable laws of England and Wales and for the avoidance of doubt Torilo does not exclude liability for: (i) death or personal injury caused by its negligence or the negligence of its officers, employees, contractors or agents; (ii) fraud or fraudulent misrepresentation; (iii) any other liability which cannot be lawfully excluded by contractual agreement of the parties.

You agree to indemnify and hold Torilo and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Torilo reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Torilo in the defense of any Claims.

We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

Torilo may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Torilo’s rights to any payments due to it. Torilo may terminate a free account at any time. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.

You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you and your personnel who use the Services are not prohibited from receiving the Services under the laws of the United States, England, Wales, or other applicable jurisdiction. For example, you are not on the U.S. Treasury Department’s list of Specially Designated Nationals or the United Kingdom HM Treasury Financial Sanctions List, or are subject to any other similar prohibition. You will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.

This Agreement will be governed by the laws of England and Wales, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of Torilo’s or its Suppliers’ intellectual property rights may cause Torilo irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that Torilo shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect Torilo’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales and you agree that you will procure that any third party making a claim against Torilo arising out of this Agreement shall bring such claim exclusively in the English courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.

Torilo does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. Torilo prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.

Torilo accepts no liability to you under this Agreement, or otherwise at law, for compliance by Torilo with any order or notice, whether issued to Torilo or to you, and whether issued by any court, tribunal, regulatory authority, arbitral tribunal or any body or authority exercising judicial, quasi-judicial, regulatory, or arbitral power or authority, requiring the preservation of any data, information documents or Content (a “Preservation Order”). To the extent that a Preservation Order has been issued to you, you acknowledge that you are solely responsible for your compliance with it.

Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.

This Agreement, including the Additional Terms below, is the entire agreement between you and Torilo and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Torilo. However, Torilo may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Torilo or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Torilo via an email to: support@torilo.co.uk.

Each of the following products and services are referred to in this Agreement as a “Service” and together as the “Services”:

1.1. BizEdge Online. BizEdge is an online solution for businesses to perform operational and business tasks through an online account. Each BizEdge Account may only be used to support one business.

1.2. BizEdge Accountant. BizEdge Accountant is an online solution for accountants, bookkeepers and other individuals or entities that provide accounting and other financial services to their clients. If you register for BizEdge Accountant, you will be able to create and access new and existing BizEdge Accounts of your clients. BizEdge Accountant also provides you with professional tools.

1.3 MyEdge - BizEdge Portal for Employees. Is an online or mobile solution for employees to manage information and documents related to them.

1.4. Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Services or to the Administrator’s (as defined below) email address. Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.

2.1. Types of Users.

The Services allow the following types of access and user rights: When you initially register for and create an account for a Service, you are, or a party that you authorize is, the administrator (“Administrator”). Administrators may authorize additional individuals to access the Services through the same account (“Additional Users”). The number of Additional Users may be limited based upon the subscription you purchase. Additional Users may include, for example, your employees, accountant, contractors, agents, and clients. You may be referred to in this Agreement as “you”, “your”, or “User”, or you may be referred to specifically in your applicable role as an Additional User or an Administrator. All Users will be required to accept this Agreement before accessing the Services. With respect to BizEdge or MyEdge Account you access, you agree to these terms as an Administrator or an Additional User, as applicable. As any User of the Services, unless otherwise explicitly stated in this Agreement, all of these terms apply to you each time you access the Services.

2.2. For Administrators.

As an Administrator, the following applies to you: Only Administrators may designate another individual as a replacement Administrator. You agree that Additional Users are Torilo customers, but that you are responsible for your Additional Users’ access to the Services. Depending on the types of access rights you grant to Additional Users, Additional Users may be able to delete, copy, or view the Content and data accessible in your account and add charges to the subscription. As Administrator, you are responsible for the access to the Services you grant to Additional Users. If you choose to close or terminate your access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. You agree to provide sufficient notice to Additional Users of your desire to terminate access to the Services before taking such actions. A violation of any terms of this Agreement by an Additional User may result in the termination of an Administrator’s or any Additional User’s access to the Services. If you are a user of our Payroll Services, you may be required to contact the Master Administrator of your account to control certain aspects of your persona.

2.3. For Additional Users.

As an Additional User, the following applies to you: When you register to access an account for which you are not an Administrator, you understand that you are accessing the Service as an Additional User and you may not have the same level of access or the same rights as an Administrator. Depending on the types of rights you are granted by the Administrator, you may be able to delete, copy, or view other User’s Content and data. Please make sure that you have an agreement with the Administrator about your role and rights. If an Administrator chooses to close or terminate access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. As an Additional User, you understand that if you violate this Agreement, your access to our Services may be terminated, and we retain the right to also terminate access for any other Users of the same account.