Terms of Service

1. About these Terms

These Terms govern your access to and use of the FirmPulse platform, website and associated services (the "Service").

By creating an account or using the Service, you agree to be bound by these Terms.

FirmPulse Ltd is a company registered in England and Wales (Company No. 17206272) with its registered office at:

C/O 3DOM.UK Accountants Ltd
Second Floor
61 Hamilton Square
Birkenhead
Merseyside
CH41 5AT

FirmPulse Ltd's VAT registration number is GB 520 3362 36.

These Terms apply whether the Service is generally available or offered as part of a beta or early access programme.

2. The Service

FirmPulse is cloud-based practice management software designed for UK accountancy firms.

The Service may include modules such as Verify for Companies House identity verification, identity and anti-money-laundering checks, proposals and engagement letters, electronic signatures, a client portal, client invoicing and payment collection, practice management tools and integrations with third-party providers.

We may add, modify, improve, suspend or discontinue features from time to time as we continue to develop the Service.

Some functionality depends on third-party providers, including ComplyCube, Stripe, GoCardless, Microsoft, Google, Xero, Anthropic, Companies House and HMRC. Changes to those services may affect the functionality available within FirmPulse.

3. Accounts

You agree to:

• provide accurate and complete account information;
• keep your login credentials and two-factor authentication secure;
• ensure your authorised users comply with these Terms; and
• notify us promptly if you become aware of any unauthorised access to your account.

You are responsible for all activity carried out under your account.

The Service is intended solely for UK accountancy firms and their authorised personnel.

4. Identity checks and regulatory responsibilities

Where you use the Verify module to complete Companies House identity verification, you act as the Authorised Corporate Service Provider (ACSP) and remain responsible for complying with all applicable legal and regulatory requirements.

Where you use FirmPulse for customer due diligence, identity checks, screening or risk assessments under the Money Laundering Regulations 2017, you remain responsible for that due diligence and for every decision about whether to act for a client.

Identity checks and screening run on your own ComplyCube account. FirmPulse provides software to facilitate identity verification and related workflows. We do not provide legal, regulatory or compliance advice and we do not determine whether an identity verification should be accepted or rejected. A screening result can be a potential match for somebody else, so you must review it before relying on it.

You remain responsible for:

• your ACSP registration and status;
• compliance with the Economic Crime and Corporate Transparency Act 2023;
• compliance with anti-money-laundering legislation;
• compliance with your professional body's requirements;
• giving each person you check your privacy notice and obtaining their explicit consent to the biometric comparison;
• the accuracy of anything you submit to Companies House or HMRC through the Service, and holding any authority you need to act for your client; and
• all decisions relating to identity verification.

Where the Service checks a VAT number with HMRC, you may use the result only for due diligence on the business concerned.

5. Payments

Direct Debit and pay by bank (GoCardless)

Each Firm connects its own GoCardless account to FirmPulse through FirmPulse's GoCardless integration. The Firm has its own agreement with GoCardless, and GoCardless charges the Firm its own fees directly under that agreement. FirmPulse does not set or collect GoCardless's fees.

When you connect your GoCardless account, you give FirmPulse permission to act on it on your behalf: to create payment requests, Direct Debit mandates, payments, subscriptions and refunds, to read their status, and to send your clients links to authorise and pay. Actions you start in FirmPulse are carried out on your GoCardless account on your instructions. For your clients' personal data FirmPulse acts as your processor, and GoCardless and you each act as a controller of payer information.

FirmPulse charges an app fee on each Direct Debit and pay by bank payment collected through GoCardless: £1 per payment, plus 0.15% of the part of the payment above £2,000, plus VAT at the prevailing rate. By connecting your GoCardless account you agree to this app fee. GoCardless deducts the app fee, including its VAT, from the payment and pays it to FirmPulse, and the fee is shown against each payment in the Service. The app fee is only paid to FirmPulse when a payment is successfully collected. Your clients' money never passes through FirmPulse.

Card payments (Stripe)

Card payments for identity check fees are taken on the Firm's own Stripe account, using the Stripe keys the Firm adds to FirmPulse. FirmPulse takes no fee on those payments.

Your responsibilities

The Firm is responsible for:

• setting its own pricing;
• customer billing and the invoices it issues;
• refunds;
• VAT and other taxes;
• chargebacks and Direct Debit indemnity claims; and
• compliance with Stripe's and GoCardless's terms.

Fees payable to FirmPulse

FirmPulse's own Stripe account is used to charge you for FirmPulse itself, including subscription fees and prepaid Pulses. These fees will be those agreed during sign-up or otherwise notified to you. FirmPulse provides a VAT invoice for each of its fees, including the GoCardless app fee. If you turn on automatic top-up, we will charge your saved card when your balance falls below the level you set.

We may change our pricing by giving reasonable notice.

6. Advertising integrations

If you connect a Google Ads or Microsoft Advertising account, you authorise FirmPulse to:

• upload offline conversions into that account using the Google Ads API or the Microsoft Advertising API; and
• where enabled by you, access campaign performance information to calculate metrics such as cost per acquisition and return on ad spend.

FirmPulse does not manage advertising campaigns, determine advertising strategy, control advertising budgets or guarantee advertising performance.

You remain responsible for your advertising accounts, for any analytics or advertising tags you add to your Verify pages, for obtaining any consent they need and describing them in your privacy notice, and for compliance with Google's and Microsoft's terms and policies.

7. Emails, text messages, electronic signatures and suggested wording

The Service sends emails and text messages on your behalf, including from your own domain or from a Microsoft 365 mailbox you connect. You are responsible for the content of those messages and for having a lawful basis, and any consent needed, to send them. Some emails record whether they were opened and whether a link in them was clicked.

The Service lets you send documents for electronic signature. You are responsible for deciding whether an electronic signature is suitable for a particular document.

The Service can suggest wording for your own proposal text, using an automated system provided by Anthropic. A suggestion is a draft: you must read it before you use it, and you are responsible for any wording you choose to use. Do not include your clients' personal data in wording you ask the Service to improve.

8. Acceptable use

You must not:

• use the Service unlawfully or fraudulently;
• upload unlawful, infringing or malicious material;
• interfere with the security or operation of the Service;
• attempt to reverse engineer or copy the Service except where permitted by law;
• use the Service to send unlawful or unsolicited communications; or
• misuse any third-party integrations.

We may suspend or restrict access where reasonably necessary to protect the Service, our users or to comply with legal obligations.

9. Data protection

Both parties will comply with UK GDPR and the Data Protection Act 2018.

Where the Firm processes personal data relating to its own clients through the Service, the Firm acts as the data controller and FirmPulse acts as the data processor.

Our Data Processing Agreement at https://firmpulse.co.uk/dpa forms part of these Terms. Our own processing of personal data is described in our Privacy Policy at https://firmpulse.co.uk/privacy

The Firm is responsible for ensuring it has an appropriate lawful basis for processing personal data and for providing any required privacy information to its clients.

You can ask us at any time for a copy of your data in a commonly used format, or for it to be corrected or deleted, by contacting hello@firmpulse.co.uk, subject to any records either of us must keep by law.

10. Intellectual property

All intellectual property rights in the Service, including the software, branding, design and documentation, remain the property of FirmPulse Ltd or its licensors.

We grant you a limited, non-exclusive, non-transferable and revocable licence to use the Service during your subscription.

You retain ownership of your own data. You grant FirmPulse the rights necessary to host, process and transmit that data solely for the purpose of providing the Service.

11. Third-party services

The Service integrates with third-party providers including ComplyCube, Stripe, GoCardless, Microsoft, Google, Xero and Anthropic.

Your use of those services is governed by their own terms and conditions.

FirmPulse is not responsible for the availability, performance or security of third-party services.

12. Beta features

From time to time we may make beta, preview or early access features available.

These features are provided for evaluation purposes and may be incomplete, modified or withdrawn without notice.

We welcome feedback but do not guarantee the continued availability or functionality of beta features.

13. Warranties and limitation of liability

To the fullest extent permitted by law, the Service is provided "as is" and "as available" without any warranty that it will be uninterrupted, error-free or suitable for your particular requirements.

Nothing in these Terms limits or excludes liability that cannot legally be limited or excluded, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to the above:

• FirmPulse is not liable for any indirect or consequential loss, including loss of profits, revenue, business, goodwill or anticipated savings.
• FirmPulse is not liable for any loss arising from your regulatory decisions, your reliance on identity check or screening results without review, wording suggested by the Service that you choose to use, your use of third-party services, advertising expenditure or inaccurate information supplied by you or your clients.

FirmPulse's total liability arising out of or in connection with the Service shall not exceed the greater of:

• the total fees paid by you to FirmPulse during the twelve months immediately preceding the event giving rise to the claim; or
• £500.

14. Suspension and termination

You may stop using the Service at any time.

We may suspend or terminate your access immediately where:

• you breach these Terms;
• we are required to do so by law;
• continued access presents a security or operational risk; or
• we decide to discontinue the Service or part of it.

Following termination, your right to use the Service ends immediately.

We will retain, return or delete your data in accordance with our Data Processing Agreement, our Privacy Policy and any applicable legal obligations.

15. Force majeure

FirmPulse is not liable for any failure or delay in performing its obligations where caused by events beyond our reasonable control, including internet failures, cloud service outages, cyber attacks, industrial disputes, natural disasters, governmental action or failures of third-party providers.

16. Changes to these Terms

We may update these Terms from time to time.

Where changes are material, we will provide reasonable notice.

Your continued use of the Service after updated Terms take effect constitutes acceptance of those changes.

17. Governing law

These Terms are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or the Service.

18. Contact

FirmPulse Ltd

Email: hello@firmpulse.co.uk

Registered Office:

C/O 3DOM.UK Accountants Ltd
Second Floor
61 Hamilton Square
Birkenhead
Merseyside
CH41 5AT