Terms & Conditions

1. Terms

1.1 What these terms cover. These are the terms and conditions on which we supply our products such as sherloc to you, whether these products are goods, services or digital content including online, mobile accounting and financial management products.

1.2 Why you should read them. Read these terms carefully before you subscribe. The terms tell you who Eb are, how Eb provides its products or services to you, how you and Eb may change or end the contract, what to do if there is a problem and other important information. If you wish to discuss these terms, please contact Eb direct.

1.3 Subscription. When you subscribe to use our products or services and accept these terms you become a subscriber. You are then responsible for paying for all fees due.

1.4 Invited users. An invited user is a person who is not the subscriber but who has been invited to use our services through a subscription. If you are an invited user you must accept these terms and conditions to access and use our services.

1.5 User access and roles for subscribers and invited users. As a subscriber inviting others into a subscription, you must understand and take responsibility for the access levels you give to invited users. It is your responsibility to ensure that any invited user only has the level of access required to perform their role and is trained in the use of the platform. Eb does not take any responsibility for an invited user's access to the subscription and any data relating therein.

2. Information about us and how to contact us

2.1 Contact details. Eb Limited is a company registered in England and Wales. Company registration number 12193272, registered office Warnford Court, 29 Throgmorton Street, London EC2N 2AT. VAT number 412 6914 11.

2.2 How to contact us. You can contact us via email on hello@elementaryb.com or by post to ELEMENTARY B LTD. at Warnford Court, 29 Throgmorton Street, London EC2N 2AT.

2.3 How we may contact you. If Eb contacts you we will do so by telephone or by writing to you at the email address or postal address provided to us in your subscription.

2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3. Our contract with you

3.1 How we will accept your order. Eb's acceptance of your subscription will take place when we email you to accept it, at which point a contract will come into existence between you and Eb. Whether you're a subscriber or an invited user, Eb grant you the right to use our services (based on your subscription type, your user role and the level of access you've been granted) for as long as the subscriber continues to pay for the subscription, until the subscription is terminated, or — if you're an invited user — until your access is revoked.

3.2 If Eb cannot accept your order. If Eb are unable to accept your subscription, we will inform you of this and you will not be charged.

3.3 Your order number. Eb will assign an order number to your subscription and advise when we accept your order. Always quote your subscription number when contacting Eb.

4. Our services

4.1 Services may vary slightly from their pictures. The images of the services on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour or setup of the services on your displays. Your service images may vary slightly from those images.

4.2 You control your subscription. As a subscriber, you take all the responsibility for fully controlling how your subscription is managed and who can access it. For example:

• you can transfer a subscription to someone else;
• you control access to a subscription and determine who's invited to use our services that you have subscribed to and what kind of access the invited user has. You can change or stop that access at any time;
• you're responsible for resolving any disputes with any invited users over access to your subscription; and
• you're responsible for all your invited users' activity.

4.3 You must follow our rules. You promise that you'll keep your information (including a current email address) up to date. You're responsible for providing true, accurate and complete information and for verifying the accuracy of any information that you use from our services for your legal, tax and compliance obligations. You're also responsible for protecting your email address and password from loss or misuse, and the same applies to ensuring your invited users protect their own usernames and passwords. The key things that you must not do are:

• try to or actually undermine the security or integrity of our computing systems or networks, impair system functionality and/or interfere with the use of our system by others;
• access any system without permission;
• introduce or upload anything to our services or system that includes viruses or other malicious code;
• share anything that may be offensive, violates any law, or infringes on the rights of others;
• modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or extract the source code of any part of our services;
• resell, lease or provide our services in any way not expressly permitted through our services;
• repackage, resell, or sublicense any leads or data accessed through our services;
• commit fraud or other illegal acts through our services; or
• act in a manner that is abusive or disrespectful to our employees. We will not tolerate any abuse or bullying of employees.

You agree to use our services only for lawful business purposes and in accordance with our guidance and instructions only. Any feedback you provide belongs to us and we may use it without any limit or restrictions.

4.4 Us changing services. We may introduce revisions to our services at any time and possibly expand our services. For new or updated services, we may need to change these terms or add additional terms but we will always notify you in advance of any changes or inform you of new terms before you start using new services. You will have to accept the terms before you can continue to use your subscription or use new services under your existing subscription.

4.5 Your rights to make changes. If you wish to make a change to the product you have ordered, please contact us. Eb will let you know if the change is possible. If it is possible we will advise any changes to the price of the product, timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

4.6 Beta services or free of charge services. We may offer a system or service at no charge or a significantly reduced charge. Use of such a service will be notified to you in advance and any such use by you of a Beta service is entirely at your own risk. We take no responsibility whatsoever for your use of the Beta service (including, without limitation, any loss of data which you may incur) and you indemnify us fully and effectively in all respects.

4.7 Minor changes to the products. We may change the services to reflect changes in relevant laws and regulatory requirements and changes in recommended content or manner of delivery to end users; and to implement minor technical adjustments and improvements, for example to address a security threat.

4.8 Updates to content. We may update or require you to update content, provided that the content shall always match the description of it that we provided to you before you bought it.

4.9 Data loss, system and service maintenance and downtime. The internet can be temperamental and unfortunately, we cannot control that. That may mean that occasionally you might not be able to access our services and your data. Data loss is an unavoidable risk when using any technology. You're responsible for maintaining full backups and copies of your data entered into our services; continuous backing up of your data is essential. If you have a problem, you can contact our support team via support@sherloc.co.uk. We release new updates, modifications and enhancements to our services, and in some cases discontinue features; if this occurs, we'll try to notify you when you sign in or by email where practical for us.

4.10 Eb are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.

4.11 Reasons we may suspend the supply of our services to you. We may have to suspend the supply of a product to deal with technical problems or make minor technical changes; update the product to reflect changes in relevant laws and regulatory requirements; or make changes to the services as requested by you or notified by us to you.

4.12 Your rights if we suspend the supply of services. We will contact you in advance to tell you we will be suspending supply of the services, unless the problem is urgent or an emergency. If we have to suspend the product for longer than 5 days in any month, we will adjust the price so that you do not pay for products while they are suspended.

4.13 We may also suspend supply of the services if you do not pay. If you do not pay us for the products when you are supposed to and you still do not make payment within 5 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will not suspend the products where you dispute the unpaid invoice.

5. Length of contract and rights to end the contract (termination)

5.1 You can terminate your subscription with us by writing to us one month before you wish your contract to end.

5.2 Your subscription continues for the period covered by the subscription fee paid or payable. At the end of each billing period, these terms automatically continue for a further period of the same duration as the previous one, provided you continue to pay the subscription fee in accordance with the pricing plan that is relevant to your subscription. You may choose to terminate your subscription at any time by providing one month's written notice in advance but you'll still need to pay all relevant subscription fees up to and including the day of termination.

5.3 Eb may end the contract immediately if you break it or violate these terms. We may end the contract at any time without giving you any notice if: you breach any of these terms and do not remedy the breach within 14 days after receiving notice of the breach; you breach these terms in a way that can't be remedied; you do not make any payment to us when it is due and you still do not make payment within 5 days of us reminding you; or your business becomes insolvent, goes into liquidation or has a receiver or manager appointed. We may also terminate your contract by writing to you providing one month's notice in advance.

5.4 No refunds are due to you if you terminate your contract with us or if we terminate it in accordance with the terms of this agreement.

6. If there is a problem with the services

If you have any questions or complaints about our services, please contact us. You can get in touch by writing to us at support@sherloc.co.uk or by post at ELEMENTARY B Ltd., Warnford Court, 29 Throgmorton Street, London EC2N 2AT.

7. Apps and third-party products

To help make your Eb experience as good as we want it to be, our ecosystem includes apps and other products and services made available by trusted partners.

7.1 Bank feeds. Your use of automated bank account feeds within our services will be subject to separate third party terms. Bank feeds are generally offered for free but may have associated charges that we will pass on to you. You may discontinue the use of a bank feed at any time.

7.2 Third-party products. Along with the use of our services, you may use data, services and apps from other companies (third-party products). Any third party providing a third-party product is a provider and is independent of us, so be aware that a provider may also charge you fees in addition to what you pay us.

7.3 Third-party terms and descriptions. Third-party products are subject to terms and conditions and privacy notices set by their providers. Be sure to read and make sure you agree to their terms and conditions and understand their approach before you connect to them. We don't endorse or assume any responsibility for third-party products.

7.4 Use of your data to connect you to third party products. If you choose to connect your subscription to third-party products, we will use your personal data for that connection. Where we receive data as a result of that connection, we will use that data in line with our privacy notice and these terms.

7.5 Payments to us. Some third-party providers may pay Eb a fee that may be related to referrals from us, revenue made by the relevant provider, or data that the providers access about you through our services with your consent.

7.6 Price and payment. Unless you're in a free trial or other offer period, you'll need to pay for your subscription based on the pricing of your selected plan. The pricing details and other terms of your subscription are detailed when you select your plan.

8. Price and payment

8.1 Where to find the price for the product. The price of the product (which excludes VAT, depending on your area) will be the price indicated on the order pages when you placed your order for your subscription. Your use of our services generally requires you to pay a monthly subscription fee based on your subscription type. The pricing plan may vary by region. In order to continue accessing our services, you need to make timely payments based on the pricing plan you selected. If we don't receive timely payments, we may suspend access to your subscription until the payment is made.

8.2 The terms of the pricing plan form part of these terms. Changes to the pricing plan won't apply retrospectively and, if we make changes and you're a subscriber, we'll make every effort to let you know as soon as practicable prior to them being made. You're responsible for paying all other external fees and taxes associated with your use of our services wherever levied.

8.3 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the subscription in full before the change takes effect.

8.4 When you must pay and how you must pay. We will accept payment via a number of providers. You must pay for your subscription before we grant access to it. Once the payment has been processed by your card issuer or bank then access to your subscription will be granted.

9. Late payment, trials and liability

9. We can charge interest if you pay late. If you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Nat West Bank plc from time to time.

9.1 Trial subscriptions. When you first sign up, you may be able to opt for a free trial, based on the terms specified at the time. If you choose to continue using our services after the trial, you'll be billed when you add your billing details into our services.

9.3 You indemnify us. You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of our services or any third-party product (except as far as we're at fault through our gross negligence or wilful default).

9.4 Disclaimer of implied warranties. Our services and all third-party products are made available to you on an “as is” basis. Subject to the exclusions in these terms, we disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.

10. Limitation of liability

Other than liability that we can't exclude or limit by law (including our liability for death or personal injury caused by our negligence), our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:

• we have no liability arising from your use of our services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense;
• for loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups; and
• our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.

10.1 Disputes. Most of your concerns can be resolved quickly by contacting our support team at hello@elementaryb.com. If we're unable to resolve your complaint to your satisfaction, you and we agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction.

10.2 How we may use your personal information. We use your data in order to provide our services to you. Our handling of your personal information is described in our Privacy Policy, which forms a very important part of these terms and conditions.

10.3 Use of data. When you enter or upload your data into our services, we don't own that data but you grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us through our services, including personal data of yourself and others, to: enable you to use our services and allow us to improve, develop and protect our services; create new services; communicate with you about your subscription; utilise our algorithmic artificial intelligence services to provide our services to you; and send you information as part of the services which we think may be of interest to you based on your subscription setup as well as your marketing preferences.

11. Anonymised statistical data

When you enter or upload your data into our services, we don't own that data but you grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us through our services, including personal data of yourself and others, as set out in these terms.

12. Data breach notifications

Where we think there has been unauthorised access to personal data inside your subscription, we'll let you know and give you information about what has happened. Depending on the nature of the unauthorised access, and the location of your affected contacts, you may be required to assess whether the unauthorised access must be reported to the contact and/or a relevant authority.

13. Security

13.1 Security safeguards. Our key offering in providing our services is our significant investment in technical, physical and administrative safeguards to help keep your data secure. Whilst we have taken many steps to help protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security.

13.2 Account security features. We may introduce security features to make your account more secure, such as multi-factor authentication. Where we make the use of security features optional, you're responsible for any consequences of not using those features.

13.3 Playing your part to secure your data. You must keep your sign in details secure and not let any other person use them. You must also make sure you have strong security on your own systems. If you realise there's been any unauthorised use of your password or account details, you need to let us know immediately.

13.4 Intellectual Property Rights. All copyright and other intellectual property rights of any sort whatsoever in our services and any other information and/or materials provided to you by us under this contract belong to us and are our property alone. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.

13.5 Confidentiality. While using our services, you are very likely to share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other party's confidential information from being accessed by unauthorised individuals.

14. Other important terms

14.1 No professional advice. We are not a professional services firm of any sort, and we don't give professional advice. We may provide you with information we think might be useful in running your business through Eb Alerts (or other suggestions or notifications), but this should not be seen as a substitute for specific professional advice and we are not liable for your use of the information we provide in that way.

14.2 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.

14.3 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

14.4 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.

14.5 If a court finds part of this contract illegal, the rest will continue in force.

14.6 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not prevent us taking steps against you at a later date.

14.7 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and we both agree that any disputes in relation to our agreement and your subscription will only be brought in English courts.

14.8 Notices. Any notice you send to Eb must be sent to hello@elementaryb.com. Any notices we send to you will be sent to the email address you've provided us through your subscription.

14.9 Exclusion. In some places, there may be non-excludable warranties, guarantees or other rights provided by law. They still apply — these terms do not exclude, restrict or modify them.

14.10 Export limitations. You must not use our services in violation of any export or trade embargo laws that apply to you.

14.11 Excluded terms. The terms of the United Nations Convention on Contracts for the Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply to these terms.

14.12 Blocking your access, disabling your subscription, or refusing to process a payment. As our sites and systems are global, different laws may apply in different countries that restrict our relationship with you. We may block your access, terminate your subscription, or refuse to process a payment if we reasonably believe there's a risk associated with you, your company, your subscription, or a payment.

14.13 Relationship between the parties. Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or invited user.

14.14 Assignment. We may assign these terms or any of our rights or obligations in these terms to another company as we deem appropriate.

14.15 Changes to these terms. We sometimes will decide to change these terms of use. These changes will never apply retrospectively and, if we make changes, we'll make every effort to let you know. Generally, we endeavour to provide you with 30 days' notice of material changes before they become effective, unless we need to make immediate changes for reasons we don't have control over.

14.16 Interpretation. Words like ‘include' and ‘including' are not words of limitation and where anything is within our discretion we mean our sole discretion.

Contact us

If you have any questions about these Terms, please contact us at hello@elementaryb.com, or for support issues at support@sherloc.co.uk, or by post at ELEMENTARY B LTD, Warnford Court, 29 Throgmorton Street, London EC2N 2AT.