CASHFLOW FIRST
TERMS AND CONDITIONS OF SUBSCRIPTION
AKM Advisory, a trading name of AKM Accounting Solutions Limited
Version 1.0 | Effective from 1st August 2026 | Applies to subscriptions taken out on or after that date.
1.WHO WE ARE AND THESE TERMS
1.1We are AKM Accounting Solutions Limited, a company registered in England and Wales with company number 10622180 and registered office at 29 Turbine Way, Swaffham, England, PE37 7XD. We trade as AKM Advisory. In these terms, "we", "us" and "our" mean AKM Accounting Solutions Limited.
1.2You can contact us by email at [email protected], by telephone on 01760 613400, or by post at the address above. Our website is www.akm-advisory.com.
1.3These terms apply to your subscription to Cashflow First, the service described in clause 4 and in Schedule 1 (the "Services"). "You" and "your" mean the business that subscribes to the Services.
1.4Please read these terms carefully. By subscribing to the Services, or by paying the first Fee, or by accessing the Float Platform through us, you agree to be bound by these terms.
1.5If we also provide you with accounting, tax, payroll or other compliance services, those services are governed by our separate engagement letter and terms of business. These terms govern Cashflow First only, and prevail over any other terms in relation to Cashflow First.
2.DEFINITIONS
2.1In these terms:
(a)"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
(b)"Fee" means the subscription fee payable for the Services, as set out in clause 8;
(c)"Float" means The Float Yard Ltd, a company registered in Scotland under company number SC386627 with its registered office at 5 South Charlotte Street, Edinburgh EH2 4AN, the independent third-party provider of the Float Platform;
(d)"Float Platform" means the cash flow forecasting software application provided by Float;
(e)"Start Date" means the date on which we confirm your subscription or first give you access to the Float Platform, whichever is earlier;
(f)"Subscription Month" means each successive period of one month beginning on the Start Date or on the corresponding day of a later month; and
(g)"Your Data" means the financial, accounting, banking and other information and data that you (or your systems) provide to us or to the Float Platform, or that we or Float extract from your accounting software with your authority.
3.THE CONTRACT BETWEEN US
3.1Your subscription is an offer by you to purchase the Services on these terms. A contract comes into existence when we confirm your subscription in writing (which includes by email) or, if earlier, when we give you access to the Float Platform.
3.2We may decline any subscription. Reasons include our capacity, an actual or potential conflict of interest, or our inability to complete client due diligence to our satisfaction (see clause 15).
3.3You confirm that you are subscribing to the Services wholly or mainly for the purposes of your trade, business, craft or profession, and not as a consumer. Accordingly, statutory rights and remedies that apply only to consumers (including under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) do not apply to this contract. If, on a proper analysis, you are in fact contracting as a consumer, the additional terms in Schedule 2 apply and override these terms to the extent of any conflict.
3.4Any terms or conditions that you seek to impose or incorporate (including in a purchase order or supplier portal) have no effect and do not form part of this contract.
3.5The person who subscribes on your behalf warrants that they have authority to bind you.
4.THE SERVICES
4.1The Services comprise:
(a)access to the Float Platform for you and your nominated users, set up and configured for your business and connected to your accounting software;
(b)an initial onboarding call of up to 45 minutes, and guidance and support to help you build your own opening cash flow forecast;
(c)a scheduled group accountability and strategy session each Subscription Month, of approximately 60 minutes, held by video call with other subscribers (see clauses 4.8 to 4.12);
(d)access to a WhatsApp group for questions between sessions, on the terms set out in clause 4.7; and
(e)the further elements (if any) described in Schedule 1.
4.2We will provide the Services with reasonable care and skill, using personnel with appropriate skills and experience.
4.3We may make reasonable changes to the way the Services are delivered (including the format, structure and content of sessions and the tools and templates we use), provided the changes do not materially reduce the overall benefit of the Services. If we propose a change that does materially and adversely affect the Services, we will give you at least 30 days' written notice and you may cancel under clause 9 before it takes effect.
4.4We may use employees, associates or subcontractors to deliver the Services. We remain responsible to you for the Services they provide.
4.5Unless we agree otherwise in writing, the Services relate to a single trading entity. Each additional entity, forecast or user group requires its own subscription at our then-current Fee.
4.6The Services are provided only to businesses whose accounting records are maintained in Xero or QuickBooks Online. Configuration of the Float Platform, and the data connection on which your forecast depends, rely on a live, correctly authorised connection to one of those two systems. We do not support any other accounting software. If you cease to use Xero or QuickBooks Online, or the connection cannot be maintained, we may be unable to provide the Services, and either of us may terminate under clause 9.
4.7The WhatsApp group is provided as a convenience for short questions between sessions. We monitor it during our normal business hours only and do not guarantee any response time. It is not a channel for urgent matters, for anything requiring formal or written advice, or for sensitive personal data. Anything we say there is general in nature, given on limited information, and does not replace the monthly session or a formal engagement. Your use of WhatsApp is subject to WhatsApp's own terms and privacy policy, and messages are stored on WhatsApp's systems and on the devices of group members. The group includes other subscribers, so other members can see what you post: do not post anything you are not content for them to read. We may withdraw or replace the group, or remove any user who misuses it, at any time.
4.8The monthly session is a group session. It is attended by other Cashflow First subscribers. You decide what you disclose in it. Anything you say may be heard, noted or repeated by other attendees, and although we require every attendee to keep what is shared confidential, we cannot control what they do with it and we are not liable for the acts or omissions of another attendee. Do not disclose anything in a group session, or in the WhatsApp group, that you are not content for other attendees to know.
4.9Group sessions are held at the times we publish, and we may reschedule a session by giving reasonable notice. If you cannot attend, or attend only part of a session, the session is not carried forward, no refund or credit is due, the Fee remains payable, and we are not obliged to hold a separate or one-to-one session for you. Where we make a recording available to attendees, we will share it with you.
4.10You must keep confidential everything another attendee shares in a group session or in the WhatsApp group, must not record or repeat it outside the group, and must not use it for any purpose other than your own participation in the Services. This obligation is owed to us as well as to the other attendee, and continues after termination.
4.11Because the session is delivered to a group, what we say in it is general in nature and is not tailored advice. Where we discuss your own figures, we do so on the basis of the information available in the session, and clause 5.5 applies. If you need advice specific to your business, ask us: if we are able to provide it, we will agree a separate engagement and fee.
4.12We may record group sessions and make the recording available to subscribers. You consent to your contributions being recorded and shared with other subscribers, and you must not copy, publish, or share a recording outside your own business. If you would prefer not to be recorded, tell us before the session: you may attend with your camera off and take part in writing instead. We do not guarantee that any session will be recorded or that a recording will remain available, and we may delete recordings at any time. Recordings contain personal data about those attending; we handle them as controller in accordance with our privacy notice (see clause 12.5).
5.WHAT THE SERVICES ARE NOT
5.1The Services are advisory, analytical and educational in nature. They do not include bookkeeping, preparation of statutory accounts, audit or assurance, preparation or filing of tax returns, tax advice or planning, payroll, company secretarial work, or any other compliance service, unless we are separately engaged to provide it.
5.2Nothing we provide as part of the Services constitutes:
(a)investment advice, or an invitation or inducement to engage in investment activity, within the meaning of the Financial Services and Markets Act 2000;
(b)regulated advice on, or the arranging of, credit, lending, invoice finance or any other regulated product;
(c)advice on insolvency. If at any time we consider that you may be insolvent, or at risk of becoming insolvent, we will tell you and recommend that you take immediate advice from a licensed insolvency practitioner. Directors remain solely responsible for their duties, including duties owed to creditors; or
(d)legal advice.
5.3We are not authorised or regulated by the Financial Conduct Authority in respect of the Services.
5.4A cash flow forecast is a projection, not a statement of fact or a prediction. It is built on assumptions, and on Your Data. Actual results will differ from any forecast, and the difference may be material. We do not audit, verify or accept responsibility for the accuracy or completeness of Your Data or of information provided by third parties (including your bank or accounting software).
5.5The forecast is yours, not ours. You build and maintain your own forecast in the Float Platform. Our role is to arrange your access, show you how to use the platform, guide and challenge your assumptions, review the output with you, and hold you accountable for the actions you agree. We do not prepare, own, verify or maintain your forecast, and we give no warranty as to its accuracy or completeness. Where we suggest an input, assumption or adjustment, the decision whether to adopt it is yours.
5.6All decisions about your business remain yours alone. You remain responsible for your accounting records, statutory filings, banking arrangements, credit control, commitments to third parties and the management of your cash. We do not manage your cash, make payments, or act as your agent.
6.FLOAT: THE PLATFORM AND WHERE YOUR DATA IS HELD
6.1The Float Platform is provided by Float, an independent third party. Your Data used in your forecast is hosted and stored by Float on Float's systems, and not by us.
6.2We hold the subscription for the Float Platform and provide you with access to it as part of the Services. Your right to use the Float Platform is personal to you, non-transferable, and lasts only for so long as your subscription to the Services continues.
6.3If you would rather hold your own licence for the Float Platform directly with Float, you may do so. You will then contract with Float, and pay Float's charges, yourself, and you will give us adviser-level access to your Float account so that we can provide the rest of the Services. The Fee is not reduced if you do this. The Fee is charged for the Services as a whole and is not apportioned between access to the Float Platform and the advisory, accountability and strategy element; where we provide the Float Platform licence, it is included with the Services and is not sold to you separately.
6.4Your use of the Float Platform is also subject to Float's own Platform Agreement (comprising its terms and conditions and its data processing agreement) and its privacy policy, published at floatapp.com/platform-agreement. You must comply with them, and you must not use the Float Platform in any way that puts us in breach of our agreement with Float. Where we hold the subscription, you are an "Additional User" of our Float account for the purposes of Float's terms.
6.5We are not responsible for the Float Platform itself, including its availability, performance, functionality, security, data retention, integrations with your accounting software or bank feeds, or any change Float makes to it. We give no warranty that the Float Platform will be uninterrupted, error-free, or fit for any particular purpose. Our liability in relation to the Float Platform is limited by clause 14.3(a).
6.6If Float suspends, materially changes, withdraws or materially increases the price of the Float Platform, we will tell you as soon as reasonably practicable. We may then offer a comparable alternative platform, propose a change to the Fee under clause 8.6, or terminate the Services on 30 days' written notice.
6.7Float may suspend or terminate access to the Float Platform under its own terms, including for non-payment, material breach, a security risk, insolvency, or where required by law. If Float suspends or terminates access for a reason attributable to you or your users, we may suspend the Services, the Fee remains payable, and we are not liable to you for the suspension. If Float suspends or terminates our account for any other reason, we will tell you promptly and will either provide a comparable alternative platform or terminate the Services on notice under clause 9.
6.8We are not obliged to use the Float Platform for the whole of the term. We may replace it with a comparable cash flow forecasting platform, and will do so if Float ceases to trade or becomes insolvent, withdraws or materially changes the Float Platform, ceases to support Xero or QuickBooks Online, terminates or suspends our account, or if we reasonably consider another platform better suited to delivering the Services. We will give you as much notice as is reasonably practicable, and at least 30 days where the change is within our control.
6.9If we replace the platform: (a) the Services continue and the Fee does not change; (b) we will support you to rebuild your forecast on the replacement platform as part of the Services, but data, history, scenarios or settings that cannot be exported from the Float Platform or imported into the replacement may be lost, and we are not liable for that loss; (c) references in these terms to Float and the Float Platform then apply to the replacement provider and its platform, and clause 14.3(a) applies to the replacement provider's own limits of liability; and (d) if the replacement materially and adversely affects the Services, you may cancel under clause 9.
6.10On termination for any reason, your access to the Float Platform through us ends. If you ask us in writing within 14 days after termination, we will provide a reasonable export of your forecast data in the formats the Float Platform then supports. Please act promptly: Float's published policy is that it ordinarily deletes the data in a closed account within 30 days, so data not exported within that period may be irrecoverable. After the 14-day period we are under no obligation to retain or retrieve it.
7.YOUR OBLIGATIONS
7.1To enable us to provide the Services, you will:
(a)provide information that is accurate, complete and not misleading, and provide it promptly when we ask;
(b)keep your bookkeeping and accounting records reasonably up to date and reconciled — a forecast is only as good as the underlying data;
(c)maintain your own subscription to Xero or QuickBooks Online, and give us and Float the access we reasonably need to it, to your bank feeds and to other data sources, and warrant that you are entitled to grant that access;
(d)nominate a person with authority to make decisions, and ensure they attend the scheduled sessions;
(e)tell us promptly about anything that materially affects your cash position, including the loss or gain of a major customer or contract, new or withdrawn funding, HMRC arrears or time to pay arrangements, disputes, litigation or regulatory action;
(f)keep login credentials secure, and not permit access to the Float Platform by anyone other than your nominated users; and
(g)not resell, sublicense, or make the Services or the Float Platform available to any third party, and not use them to provide services to others.
7.2Where we hold the Float subscription, you must not (and must ensure your users do not) add, upgrade, downgrade or vary anything on our Float account that incurs or changes a charge, or delete or alter data belonging to any other account, without our written consent. If a charge is added, you must reimburse us for it.
7.3You will indemnify us against all losses, liabilities, costs, charges and reasonable expenses we incur arising out of: (a) your breach of Float's Platform Agreement, or of clause 6.4 or 7.2; (b) any act or omission of you or your users of the Float Platform for which we are responsible to Float under Float's terms; (c) any claim that Your Data infringes the rights of a third party or was provided to us or to Float unlawfully; and (d) any claim brought against us by Float in connection with your use of the Float Platform.
7.4If you do not comply with clause 7.1, we may adjust timescales and the scope of what we can usefully deliver. We are not liable for any delay in, or failure of, the Services, or for any forecast being inaccurate, to the extent caused by your failure to comply. The Fee remains payable in full.
8.FEE, VAT AND PAYMENT
8.1The Fee is £199 per Subscription Month, plus VAT.
8.2The Fee is payable monthly in advance. The first payment is due on or before the Start Date, and subsequent payments are due on the same day of each following month (or, where there is no such day, the last day of that month).
8.3You will pay by recurring card payment set up through Stripe, our payment processor, and you authorise us to collect each payment when due. You must keep your card and billing details valid throughout the term, and update them promptly if they change. Your card details are held by Stripe and not by us; Stripe's own terms and privacy policy apply to its processing of your payment data.
8.4All amounts are exclusive of VAT. We will add VAT at the prevailing rate and issue a valid VAT invoice.
8.5The Fee does not include: any software, subscriptions or services you contract for directly (other than the Float Platform access described in clause 6.2); work outside the scope of the Services; or travel and out-of-pocket expenses for in-person meetings, which we will agree with you in advance.
8.6We may increase the Fee by giving you not less than 30 days' written notice, and not more than once in any 12-month period, except that we may pass on an increase in Float's charges to us at any time on the same notice. If you do not wish to pay the increased Fee, you may cancel under clause 9 with effect before the increase takes effect.
8.7If any amount is not paid when due, we may charge interest on the overdue amount at 8% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment, whether before or after judgment. This is without prejudice to our rights under the Late Payment of Commercial Debts (Interest) Act 1998.
8.8If a payment fails, or any amount remains unpaid more than 7 days after the due date, we may (having given you notice) suspend the Services and your access to the Float Platform until all overdue amounts are paid. Suspension does not extend the Subscription Month, reduce the Fee, or entitle you to any refund.
8.9You must pay all amounts in full without set-off, counterclaim, deduction or withholding (except as required by law).
8.10The Fee is a single charge for the Services as a whole. It is not apportioned between the individual elements of the Services, and it is not reduced, refunded or credited because you choose not to use, or choose to obtain directly from a third party, any individual element (including the Float Platform licence, the WhatsApp group or any session).
8.11Except where these terms expressly say otherwise, Fees paid are non-refundable.
9.TERM, CANCELLATION AND TERMINATION
9.1The Services begin on the Start Date and continue from month to month until cancelled in accordance with this clause 9. There is no minimum term and no fixed commitment period.
9.2You may cancel at any time. To cancel, give us written notice by email to [email protected]. Cancellation takes effect at the end of the Subscription Month in which we receive your notice, and you keep the Services and your Float Platform access until then.
9.3If you want to avoid the next monthly payment, your notice must reach us at least 5 Business Days before the next payment date. If it reaches us later, that payment stands and your cancellation takes effect at the end of the Subscription Month it pays for.
9.4We will not refund the Fee for any part of a Subscription Month, whether or not you have used the Services or attended a session in that month.
9.5We may cancel by giving you not less than 30 days' written notice.
9.6Either of us may terminate immediately by written notice if the other:
(a)commits a material breach of these terms and fails to remedy it within 14 days of being asked in writing to do so;
(b)suspends or ceases (or threatens to suspend or cease) to carry on all or a substantial part of its business; or
(c)becomes insolvent, is unable to pay its debts as they fall due, enters into any arrangement or compromise with its creditors, has an administrator, receiver, liquidator or similar officer appointed, or any step is taken with a view to any of those things.
9.7We may also terminate immediately by written notice if: any amount remains unpaid more than 30 days after its due date; we are unable to complete or maintain client due diligence to our satisfaction; a conflict of interest arises that cannot properly be managed; we reasonably consider that continuing would breach any law, regulation or professional obligation; or you behave abusively or unlawfully towards our personnel.
9.8On termination for any reason: your access to the Float Platform through us ends; you must immediately pay all outstanding invoices and, for work done but not yet invoiced, we may invoice you; clause 6.10 (data export) applies; and any clause intended to survive termination continues in force.
9.9If you cancel and later wish to rejoin, we may treat this as a new subscription and charge our then-current set-up fee and Fee.
10.NO GUARANTEES
10.1We do not guarantee any particular result or outcome. In particular, we do not guarantee any improvement in your cash position, cash balance, working capital, profitability, turnover, credit rating, ability to obtain funding, or the value of your business.
10.2Any figures, forecasts, scenarios, targets, benchmarks, illustrations, case studies or examples we give you, whether during the Services or in any marketing material, are illustrative only. They are based on assumptions that may not prove correct, and they are not a promise, warranty or representation about your results.
10.3Outcomes depend on many matters outside our control, including the decisions you take and the speed with which you take them, the behaviour of your customers, suppliers, lenders and HMRC, market and economic conditions, and the accuracy and completeness of Your Data.
10.4Except as expressly set out in these terms, and to the fullest extent permitted by law, all warranties, conditions, terms and representations implied by statute, common law or otherwise are excluded. This does not affect our obligation in clause 4.2 to provide the Services with reasonable care and skill.
11.CONFIDENTIALITY
11.1Each of us will keep confidential all information of a confidential nature disclosed by the other in connection with the Services (including, in your case, Your Data and your business plans, and in our case Our Materials, pricing and methodology), and will use it only for the purpose of performing or receiving the Services.
11.2Either of us may disclose confidential information: to our personnel, professional advisers, insurers, subcontractors and (in our case) Float, in each case where they need to know it and on equivalent obligations of confidence; or where required by law, a court, a regulator or a professional body.
11.3This clause does not apply to information that is or becomes public through no breach of these terms, or that the recipient already lawfully held or independently developed.
11.4This clause does not make us responsible for information you choose to disclose in a group session or in the WhatsApp group; clauses 4.8 and 4.10 govern that.
11.5These obligations continue for as long as the information remains confidential, and survive termination.
12.DATA PROTECTION
12.1Both of us will comply with our respective obligations under the UK GDPR, the Data Protection Act 2018 and other applicable data protection law.
12.2Where we process personal data contained in Your Data for the purpose of providing the Services, you are the controller and we act as processor. In that capacity we will: process personal data only on your documented instructions; take appropriate technical and organisational security measures; ensure our personnel are bound by confidentiality; assist you (at your cost, where the assistance is significant) with data subject requests, security incidents and data protection impact assessments; and, on termination, delete or return the personal data except where we are required to retain it.
12.3You authorise us to appoint sub-processors, including Float (as the host of your forecast data, whose own sub-processors include Amazon Web Services, Google Cloud Platform, Heroku and Stripe), Stripe (payment processing) and our IT, hosting, communications and document management suppliers.
12.4Personal data held in the Float Platform may be processed or stored in the UK, the European Economic Area and other countries, including the United States. Where data is transferred outside the UK, Float states that it relies on adequacy regulations, the UK International Data Transfer Agreement or Addendum, standard contractual clauses, or the UK Extension to the EU–US Data Privacy Framework. Details are set out in Float's privacy policy and data processing agreement at floatapp.com/platform-agreement.
12.5Where we process personal data for our own purposes — for example client relationship management, billing, credit control, client due diligence and anti-money laundering, professional indemnity insurance and marketing — we act as controller, and our privacy notice, available at www.akm-advisory.com, applies.
12.6You confirm that you have a lawful basis for providing personal data to us and to Float, and that you have given any privacy information and notices required to the individuals concerned.
13.INTELLECTUAL PROPERTY
13.1We own, or are licensed to use, all intellectual property rights in our methodology, frameworks, models, templates, spreadsheets, dashboards, training and written materials, and in the Cashflow First name and branding ("Our Materials"). Nothing in these terms transfers ownership of them to you.
13.2We grant you a non-exclusive, non-transferable licence to use Our Materials, and the outputs we prepare for you, for your own internal business purposes. That licence continues after termination in respect of outputs already delivered to you.
13.3You must not copy, adapt, publish, distribute, resell or otherwise make Our Materials available to any third party, except that you may share outputs prepared for you with your professional advisers, existing or prospective lenders and investors on a need-to-know basis.
13.4You own Your Data. You grant us and Float a non-exclusive licence to use, copy and process Your Data to the extent needed to provide the Services.
13.5We may use anonymised and aggregated information derived from our work (which does not identify you or any individual) for benchmarking, service development and research.
13.6We will not name you, or use your logo, in any testimonial, case study or marketing material without your prior written consent.
14.OUR LIABILITY TO YOU
14.1Nothing in these terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be limited or excluded.
14.2Subject to clause 14.1, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, for any of the following, however arising: loss of profit; loss of revenue or sales; loss of anticipated savings; loss of business, contracts or opportunity; loss of goodwill or reputation; business interruption; wasted expenditure or management time; loss, corruption or unavailability of data; or any indirect or consequential loss.
14.3Subject to clause 14.1, our total liability to you, in aggregate, for all claims arising out of or in connection with the Services is limited as follows:
(a)for any claim arising out of or in connection with the Float Platform (including its availability, performance, functionality, security, data handling, or the loss, corruption or disclosure of data held by Float), our liability is limited to the amount we are actually able to recover from Float in respect of the same or a substantially related matter, applying the limits and exclusions in Float's own terms and conditions as they stand at the relevant time. If you ask us to, and pay our reasonable costs of doing so, we will take reasonable steps to pursue that recovery from Float and will account to you for what we recover; and
(b)for all other claims, our liability is limited to the greater of (i) the total Fees paid by you in the 12 months immediately before the event giving rise to the claim, and (ii) £10,000.
14.4Float limits its own liability under its terms and conditions, and clause 14.3(a) passes those limits on to you. As at 21 August 2026, Float's terms provide that its total aggregate liability is capped at the subscription fees paid for the Float Platform in the 12 months before the claim arose, and that Float is not liable for loss of profits or revenue, loss of business or business opportunity, loss of anticipated savings, loss of goodwill or reputation, loss arising from telecommunications failures, internet outages or failures of third-party software or services outside its reasonable control, or any indirect, special or consequential loss. Float's terms are governed by Scots law and subject to the exclusive jurisdiction of the Scottish courts. The practical effect is that our liability in respect of the Float Platform itself is limited to a sum of the order of the Float subscription fees paid for your access in the 12 months before the claim, and may be nil. We will provide the version of Float's terms in force at your Start Date on request.
14.5Where you licence the Float Platform directly from Float under clause 6.3, your remedy in respect of the Float Platform is against Float under your own contract with it, and we have no liability in respect of the Float Platform itself.
14.6Subject to clause 14.1, we are not liable for:
(a)any decision you take, or fail to take, whether or not it follows something discussed with us;
(b)the acts or omissions of any third party, including Float, your bank, your accounting software provider, your payment provider, your bookkeeper or your other advisers;
(c)any inaccuracy, omission or delay in information provided to us by you or on your behalf, or the consequences of us relying on it; or
(d)any loss arising from a matter on which we recommended you take specialist advice, where you did not take it or did not act on it.
14.7You must notify us of any claim within 12 months of becoming aware of the circumstances giving rise to it, and in any event no claim may be brought more than 2 years after the date of the alleged breach.
14.8We maintain professional indemnity insurance with a limit of indemnity of £2 million. Further details of the insurer and the cover are available on request.
14.9You acknowledge that the allocation of risk in this clause 14 is reasonable in the context of the Fee, that the Fee has been set on that basis, and that you have had the opportunity to arrange your own insurance for risks not accepted by us.
15.CLIENT DUE DILIGENCE, ANTI-MONEY LAUNDERING AND CONFLICTS
15.1We are subject to legal and professional obligations to identify and verify our clients and their beneficial owners, to understand their business, and to keep records. You will promptly provide the identification, ownership and other information we request, and tell us of any change.
15.2We may be required by law to make a report to the National Crime Agency, or to another authority, without your consent, and we may be prohibited from telling you that we have done so. We are not liable for any loss you suffer as a result of us complying with those obligations.
15.3We may decline to start, may suspend, or may terminate the Services if we are unable to complete client due diligence to our satisfaction.
15.4We act for many clients, which may include businesses in the same sector as you or your competitors. We are entitled to do so, provided we manage any conflict appropriately and comply with clause 11. If a conflict arises that cannot properly be managed, we may cease to act.
16.EVENTS OUTSIDE OUR CONTROL
16.1We are not liable for any delay in performing, or failure to perform, our obligations where the cause is an event beyond our reasonable control, including act of God, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, industrial action, failure of utilities, telecommunications or internet services, cyber attack, failure or withdrawal of a third-party platform (including the Float Platform), or any act or restriction of government or regulator.
16.2If such an event continues for more than 30 days and materially affects the Services, either of us may terminate on written notice, and we will refund any Fee paid for a period during which the Services were not available.
17.NON-SOLICITATION OF PERSONNEL
17.1For the term of the Services and for 6 months after termination, you will not solicit or entice away, or employ or engage, any of our employees, associates or subcontractors who has been materially involved in providing the Services, without our prior written consent. This does not prevent you responding to a person who applies in response to a public advertisement not directed at our personnel.
18.COMPLAINTS
18.1If you are unhappy with any aspect of the Services, please tell Andy Muckett at [email protected], marking your message "Complaint". We will acknowledge your complaint within 5 Business Days and give you a substantive response within 20 Business Days, or explain why we need longer.
18.2Andy Muckett is a member of the Chartered Institute of Taxation (CIOT). The CIOT operates a complaints procedure in relation to the professional conduct of its members, and details are available at www.tax.org.uk. That procedure is separate from, and does not replace, clause 18.1.
19.OTHER IMPORTANT TERMS
19.1Assignment. We may assign or transfer our rights and obligations under these terms to another business, and will tell you if we do. You may not assign or transfer yours without our written consent.
19.2No partnership or agency. Nothing in these terms creates a partnership, joint venture, employment or agency relationship between us. Neither of us has authority to bind the other.
19.3Third party rights. This contract is between you and us. No other person has any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
19.4Changes to these terms. We may amend these terms by giving you not less than 30 days' written notice, for example to reflect a change in the Services, in the third-party platforms we use, or in law or regulation. If you do not accept the change, you may cancel under clause 9 with effect before it takes effect; continuing to use the Services after that date means you accept the amended terms. Any other variation must be agreed in writing.
19.5Waiver. A failure or delay by either of us in exercising a right or remedy is not a waiver of it, and does not prevent its later exercise.
19.6Severance. If any provision is or becomes invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it valid, or if that is not possible, deleted. The rest of these terms are unaffected.
19.7Notices. Notices must be in writing and sent by email to the address each of us has notified for that purpose, or by post to the registered office or principal place of business. A notice sent by email is deemed received at the start of the next Business Day after sending; a posted notice, on the second Business Day after posting. Notices of termination or cancellation must be sent by email and are effective on receipt.
19.8Entire agreement. These terms, together with any written order or subscription confirmation and Schedule 1, are the entire agreement between us in relation to the Services, and supersede all previous discussions, proposals, marketing statements, correspondence and understandings. Each of us acknowledges that, in entering into this contract, we do not rely on any statement or representation not set out in these terms. Nothing in this clause limits liability for fraud.
19.9Survival. Clauses 5, 6.10, 10, 11, 12, 13, 14, 17, 18 and 20, and any other clause intended to survive, continue in force after termination.
19.10Electronic acceptance. These terms may be accepted electronically, including by clicking to accept, by email confirmation, or by electronic signature, and such acceptance is as effective as a signature on paper.
20.GOVERNING LAW AND JURISDICTION
20.1These terms, and any dispute or claim arising out of or in connection with them or the Services (including non-contractual disputes or claims), are governed by and interpreted in accordance with the law of England and Wales.
20.2Each of us irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.
20.3Before starting court proceedings, we each agree to try in good faith to resolve the dispute between us, and to consider mediation. This clause does not prevent either of us from applying to court for urgent or injunctive relief, and does not affect the running of any time limit.
SCHEDULE 1 — CASHFLOW FIRST: SCOPE OF SERVICES
The platform
—Access to the Float Platform for up to 3 named users, connected to Xero or QuickBooks Online (no other accounting software is supported) and, where available, your bank feeds.
—Initial set-up of your access and connection, plus an onboarding call of up to 45 minutes and guidance while you build your own opening 12-month forecast, including your chart of accounts mapping and forecast structure. You build and maintain the forecast; we support, review and challenge it (see clause 5.5).
—Ongoing use of scenarios, so you can test the cash impact of decisions before you take them.
The accountability and strategy element
—One scheduled group session each Subscription Month of approximately 60 minutes, held by video call with other subscribers. The session is forward-looking: it covers the rolling forecast ahead, the levers available to improve cash, the actions you commit to, and progress against the actions you committed to last time. It does not cover last month's actuals against forecast, or the reasons for variances.
—Practical work on the drivers of cash: pricing, margin, credit control and debtor days, supplier terms, stock and work in progress, overheads, tax and loan commitments, and headroom.
—Access to a shared WhatsApp group with other subscribers, monitored during our normal business hours, for short questions between sessions (see clause 4.7).
Not included (available separately)
—Bookkeeping, management accounts preparation, statutory accounts, tax returns, tax advice and payroll.
—Bringing your accounting records up to date before the forecast can be built. If your records need remedial work, we will quote for it separately.
—Raising finance, preparing funding applications, negotiating with lenders, HMRC negotiations, or attending meetings with third parties.
—One-to-one sessions, advice tailored to your business, board or shareholder meeting attendance, and additional sessions beyond the monthly group session.
—Variance analysis, management accounts commentary, or explaining last month's actuals against forecast.
—Written summaries, notes or minutes of sessions, and email support.
Commercials
—Fee: £199 per month plus VAT, per trading entity, payable monthly in advance by recurring card payment through Stripe.
—The Fee includes your licence for the Float Platform. If you would prefer to licence Float directly, you may, but you then pay Float's charges as well and the Fee stays the same (see clause 6.3).
—Term: rolling monthly. No minimum term. Cancel at any time, effective at the end of the Subscription Month in which notice is received.
—Set-up fee: none. Onboarding is included in the monthly Fee.
SCHEDULE 2 — ADDITIONAL TERMS IF YOU ARE A CONSUMER
1When this Schedule applies. This Schedule applies only if, and to the extent that, you enter into this contract as a consumer — that is, as an individual acting wholly or mainly outside your trade, business, craft or profession. Most subscribers are not consumers: a sole trader or partner who subscribes for the purposes of their business is acting as a trader, not a consumer, even though they are an individual. Where this Schedule applies, it prevails over the main terms to the extent of any conflict.
2Total price. The price is £199 per month plus VAT, which is £238.80 per month including VAT at the current rate of 20%. There is no set-up fee and no minimum term. Payment is taken monthly in advance by recurring card payment through Stripe.
3Your 14-day right to change your mind. You have the right to cancel within 14 days beginning the day after the day on which we confirm your subscription, without giving any reason. To cancel, email us at [email protected]. You may use this wording, though you do not have to: "I hereby give notice that I cancel my contract for the supply of Cashflow First."
4If you ask us to start straight away. If you ask us to begin providing the Services during the 14-day period (for example, to set up your Float access or hold your onboarding call) and you then cancel, you must pay for what we have supplied up to the point you told us you had changed your mind, in proportion to the full month's Fee. If, at your prior express request, the Services for that month have been fully performed before you cancel, and you acknowledged that you would lose the right to cancel once they had been, the right to cancel is lost.
5Refunds. We will refund any amount due to you within 14 days of receiving your cancellation notice, using the same means of payment you used, unless you agree otherwise. We will not charge you a fee for the refund.
6Your statutory rights. Under the Consumer Rights Act 2015, the Services must be performed with reasonable care and skill, within a reasonable time, and for a reasonable price where none has been agreed. If they are not, you may be entitled to a repeat performance or a price reduction. Nothing in these terms excludes or limits those rights, or any other right you have as a consumer that cannot lawfully be excluded or limited.
7Terms that do not apply to you. Clauses 3.3 and 3.4 do not apply. Clause 14.6 (the 12-month notification requirement and 2-year limitation period) does not apply, and the statutory limitation periods apply instead. Clause 7.3 (indemnity) and clause 17 (non-solicitation of personnel) do not apply. Clause 10.4 does not exclude any statutory right you have as a consumer.
8Our liability to you. We do not exclude or limit our liability for losses that are a foreseeable result of our breach of contract or our negligence. We are not liable for losses that were not foreseeable, or for loss arising from your use of the Services for any business purpose (including loss of profit, loss of business or business interruption). We will rely on the cap in clause 14.3 only to the extent that it is fair and reasonable to do so.
9Changes to these terms. If we change these terms under clause 19.4 and the change is to your disadvantage, you may end the contract immediately, before the change takes effect, and we will refund any Fee you have paid for a period after the date the contract ends.
10Unfair terms. Any term that would be unfair within the meaning of Part 2 of the Consumer Rights Act 2015 is not binding on you.
11Complaints and disputes. Please raise any complaint under clause 18. If we cannot resolve it between us, you may ask us to consider alternative dispute resolution; we will tell you whether we agree to use it, and we are not obliged to do so.
12Law and courts. This contract is governed by the law of England and Wales, but you keep the benefit of any mandatory consumer protections under the law of the part of the United Kingdom in which you live, and you may bring proceedings in the courts of that part.