Clearview Forecasting Support Terms and Conditions
Please read these Terms and Conditions before purchasing Clearview Forecasting Support.
These Terms and Conditions explain how we provide Clearview forecasting support and related services. They apply when you ask us to provide services, pay for them, or otherwise use them. If you have any questions before you proceed, please contact us.
Key Points at a Glance
This summary is for convenience only. Please read the full Terms and Conditions below, as they will apply if there is any inconsistency.
One-off fee: £250.00 (exclusive of VAT), payable upfront either against invoice or online through Stripe. If payment is made through Stripe, we will send a VAT invoice afterwards.
What is included: up to 90 minutes of remote forecasting support, plus 12 months' access to Clearview from activation.
Extra support: any additional time is charged at £65 per hour (exclusive of VAT), and we will seek your agreement before proceeding.
When our work ends: once the forecast has been set up to a reasonably usable standard for your internal business purposes and initial guidance has been provided.
Licence access: the Clearview licence runs for 12 months from activation and continues subject to Clearview's own terms.
If things end early: any refund for unused services will be assessed fairly and in good faith, but activated licence access is non-refundable.
Referral and information sharing: if you were introduced to us by an introducer, broker or funder, or if one is involved in the relevant funding process, you agree that we may share information relating to you and your forecast with them where reasonably necessary in connection with that referral or funding process (see clause 10.5).
1. Who these terms apply to
These Terms and Conditions are between Porterdale Ltd (company number 09631468) of 213 Derbyshire Lane, Sheffield, S8 8SA, contact email info@clearviewhub.co.uk("we", "us" and "our") and the customer purchasing or receiving the Consulting Services ("you" and "your").
2. Our appointment
When you ask us to provide the Consulting Services, we agree to provide them on these Terms and Conditions.
3. What we provide
The Consulting Services we provide under these Terms and Conditions are as follows:
3.1 Suitability assessment
Before the Consulting Services begin, there may have been preliminary discussions, a discovery call, correspondence, or other information shared between the parties to help assess whether our services and the Clearview forecasting platform are likely to be suitable for your business. Any Consulting Services provided under these Terms and Conditions are supplied on the basis of the information then available to both parties.
3.2 Clearview software access
We will provide you with a voucher code granting access to the Clearview forecasting platform, as part of the Consulting Services and without any separate licence charge, for a period of 12 months from the date of activation ("the Licence Period").
3.2.1 The licence is provided subject to Clearview's own terms and conditions, which you will be required to accept upon activation.
3.2.2 The licence is non-transferable and may not be used by any third party.
3.2.3 At the end of the Licence Period, continued access to Clearview will be subject to Clearview's standard pricing and subscription terms. We will have no obligation or liability in respect of any costs arising after the Licence Period.
3.3 Forecasting support
We will provide the following support in connection with the Clearview forecasting platform:
3.3.1 An overview of the Clearview forecasting software and brief user instructions.
3.3.2 Practical support in setting up your financial forecast within Clearview.
3.3.3 Responses to questions arising during the forecasting process.
3.3.4 All support will be provided remotely unless otherwise agreed in writing.
3.3.5 For the avoidance of doubt, the Consulting Services do not include the preparation of statutory accounts, tax advice, audit, bookkeeping, business valuation, fundraising support or the provision of regulated financial advice.
4. When these terms start and end
4.1 These Terms and Conditions take effect when payment is received by us.
4.2 These Terms and Conditions will remain in force until we have substantially completed the Consulting Services. This means the point at which the forecast has been set up in Clearview to a reasonably usable standard for your internal business purposes and appropriate user guidance has been provided to you. In any event, the Consulting Services will be treated as substantially complete on the earlier of (i) the date we notify you in writing that the forecast has been set up, or (ii) 30 days after the included 90 minutes of support time has been used in full, unless terminated earlier in accordance with clause 14.
4.3 For the avoidance of doubt, further amendments, refinements, scenario testing or ongoing changes made or requested by you after that point will not of themselves extend the duration of these Terms and Conditions.
4.4 These Terms and Conditions apply to the Consulting Services only. Any activated Clearview licence may continue for its stated Licence Period in accordance with Clearview's own terms, even after substantial completion or termination of the Consulting Services.
5. What we will do
Under these Terms and Conditions, we will:
5.1 Provide the Consulting Services with reasonable care, skill and diligence required in accordance with generally accepted standards in our profession.
5.2 Assign a suitably skilled and capable member of our team to perform the Consulting Services.
5.3 Ensure that the relevant member of our team is available to you at such times as we agree from time to time, subject always to the scope of the Consulting Services and the time allowance set out in clause 7.
5.4 Provide the Clearview voucher code upon receipt of full payment of our fee.
6. What you will do
Under these Terms and Conditions, you will:
6.1 Provide us with all available accounting and financial information we reasonably request in connection with the Consulting Services. This is expected to include your latest year-end and management accounts. Without these, it may be difficult to estimate a starting position and broad estimates and/or blanks may need to be used.
6.2 Provide such information within 5 business days of any request, unless otherwise agreed in writing.
6.3 Follow our guidance to set up a user in the Clearview forecasting platform and invite the relevant member of our team to the system promptly upon activation.
6.4 Ensure that all information provided to us is accurate, complete and not misleading.
Please note that delays in providing requested information may affect the timeline for the Consulting Services. We will not be responsible for any delay in completion of the forecast caused by late or incomplete information being provided by you.
7. Fees and included time
7.1 A one-off fee of £250.00 (exclusive of VAT) is payable for the Consulting Services and the Clearview licence access described in these Terms and Conditions.
7.2 This fee includes up to 90 minutes of support time and 12 months' access to the full Clearview model.
7.3 If additional time is needed beyond 90 minutes, or if you ask for further support after substantial completion of the Consulting Services, we will, where reasonably practicable, let you know before the included time has been used up and seek your written agreement before proceeding. Any such additional time, including further amendments, refinements or scenario testing, will be charged at our standard hourly rate of £65 per hour (exclusive of VAT) and invoiced on completion.
8. Expenses
We do not expect any additional expenses to apply to the Consulting Services.
9. Payment
9.1 Payment may be made either against an invoice issued by us or online through Stripe. If payment is made through Stripe, we will send a VAT invoice afterwards.
9.2 Where we issue an invoice, payment must be made within 7 days of the invoice date by BACS to the details shown on the invoice, unless we agree another payment method.
9.3 The Consulting Services, including provision of the Clearview voucher code, will commence only once payment has been received in full.
10. Confidentiality and conflicts
10.1 We will not share information relating to your business with any third party without your prior written consent, unless required to do so by law, to comply with applicable regulations or quality control reviews, or unless the information is already in the public domain.
10.2 You may use the outputs of our work for your own internal business purposes. You may also share those outputs with your professional advisers, funders or investors for your business purposes, on the express basis that no such third party may rely on them and no wider distribution is permitted without our prior written consent.
10.3 You recognise that we may be required to cease providing services to you in the event that a conflict arises between our duties to you and to another client. You will notify us promptly if you have any reason to believe that such a conflict has arisen or may arise.
10.4 We will communicate with you electronically and you accept the risks associated with such communications, except to the extent that any loss or damage arises from our negligence or wilful default.
10.5 If you were introduced to us by an introducer, broker or funder, or if an introducer, broker or funder is involved in the relevant funding process, you consent to us sharing with that party such information relating to you and the Consulting Services as is reasonably necessary in connection with that referral or funding process, including (without limitation) confirmation that you are a client, progress updates, and copies of forecasts and outputs produced under these Terms and Conditions. We will share such information on the basis that the relevant party treats it as confidential. You may withdraw this consent at any time by written notice to us, in which case clause 10.1 will apply to any further information.
11. Data protection
11.1 Both parties agree to comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in connection with any personal data processed in the course of these Terms and Conditions.
11.2 All financial and business data provided by you in connection with the Consulting Services remains your property at all times. We will only use such data for the purpose of delivering the Consulting Services and will not retain it beyond the period reasonably necessary for that purpose.
12. Intellectual property
12.1 All intellectual property in documents specifically produced by us in connection with these Terms and Conditions will vest in and belong to us. You are granted a non-exclusive licence to use such documents for your own internal business purposes.
12.2 All data and information provided by you to us in connection with these Terms and Conditions remains your intellectual property.
13. Limits on liability
13.1 Forecasts and projections are inherently based on assumptions, estimates and information provided by you and are not guarantees of future performance. We accept no responsibility for variances between forecast outputs and actual financial results.
13.2 Where any loss or damage occurs as a result of you providing misleading, incomplete or inaccurate information, no liability will be accepted by us.
13.3 The advice and outputs we provide may be used by you for your own internal business purposes and may be shared with your professional advisers, funders or investors in accordance with clause 10.2, but no third party may rely on them without our prior written consent. We accept no legal responsibility arising from any third-party use or reliance except where we have expressly agreed otherwise in writing.
13.4 To the fullest extent permitted by law, neither party will be liable to the other for any indirect, consequential, or special loss, loss of profit, or loss of anticipated savings arising out of or in connection with these Terms and Conditions, whether arising in contract, tort, or otherwise.
13.5 Our maximum aggregate liability under these Terms and Conditions, whether arising in contract, tort (including negligence) or otherwise, will be limited to the total fees paid under these Terms and Conditions.
13.6 Nothing in these Terms and Conditions shall limit or exclude any liability which cannot lawfully be limited or excluded.
14. Termination
14.1 Either party may terminate these Terms and Conditions by giving not less than 7 days' written notice to the other party. Any notice under these Terms and Conditions shall be in writing and delivered by email to the contact details last notified by the relevant party, and shall be deemed to be received on the next business day after sending.
14.2 We may terminate these Terms and Conditions immediately by written notice if you fail to provide the information, access or reasonable cooperation needed for us to deliver the Consulting Services, or if you do not respond to our reasonable communications for 30 days or more. You may terminate these Terms and Conditions immediately by written notice (see clause 14.1) if we are unable to deliver the Consulting Services within a reasonable period, other than where this is caused by your delay, lack of cooperation or matters beyond our reasonable control.
14.3 The fee set out in clause 7.1 is a bundled fee covering both the Consulting Services and the Clearview licence access. If these Terms and Conditions end before substantial completion of the Consulting Services, we will be entitled to retain or recover fees for work actually carried out up to the termination date, including any approved additional time. If you have paid in advance for services not yet provided, we will refund the unused portion of the fee, apportioned between those elements on a fair and reasonable basis, acting in good faith.
14.4 If you have paid in advance but do not provide the information, access or cooperation reasonably required for us to perform the Consulting Services, and that inactivity continues for 30 days or more after our written request for cooperation, we may treat these Terms and Conditions as terminated by written notice (see clause 14.1) and no refund of the fee will be due.
14.5 If the Clearview licence has already been activated, it will continue for the remainder of its licence period subject to Clearview's own terms, and no refund will be due for that licence element unless we agree otherwise in writing.
15. Our relationship
Nothing in these Terms and Conditions will render us or any member of our team your employee, agent or partner. Anyone performing services under these Terms and Conditions does so as an independent contractor.
16. Continuity arrangement
If we become unable to provide the agreed services because of incapacity or death, we have a continuity arrangement in place with an alternative provider. Details can be provided on request. If this happens, we will contact you and you will have the option to decline those arrangements. Any such continuity arrangement will be subject to your agreement and will not affect your termination rights under clause 14.
17. Legal and compliance checks
17.1 We are obliged to ensure that you and your business are operating lawfully. By instructing us, purchasing the Consulting Services, or otherwise proceeding on the basis of these Terms and Conditions, you accept that we are authorised to complete such checks as may be necessary.
17.2 Under the Money Laundering Regulations, it is a criminal offence for us to fail to report suspicious transactions or to inform a client that a report has been made against them.
18. Third party rights
For the purposes of the Contracts (Rights of Third Parties) Act 1999, and notwithstanding any other provision of these Terms and Conditions, these Terms and Conditions are not intended to, and do not, give any person who is not a party to them any right to enforce any of their provisions.
19. Complaints and disputes
19.1 We are committed to providing a high-quality service. If you are dissatisfied in any way, please contact us as soon as possible. We will acknowledge your complaint within 5 business days and aim to provide a substantive response within 20 business days.
19.2 If the matter is not resolved, please set out your complaint in writing. We will investigate it in accordance with our Complaints Policy and Complaints Handling Procedure, copies of which are available on request.
19.3 If a complaint cannot be resolved through our internal procedures, we will direct you to an appropriate alternative dispute resolution (ADR) provider as required.
20. Governing law and jurisdiction
These Terms and Conditions are governed by and construed in accordance with the laws of England and Wales. The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales. Before doing so, the parties will first seek to resolve any dispute through good-faith discussions and, failing that, mediation.
21. Acceptance of Terms
By asking us to provide the Consulting Services, paying an invoice, making payment online through Stripe, or otherwise proceeding on the basis of these Terms and Conditions, you confirm that you accept and agree to be bound by them and that you have authority to do so on behalf of any business or organisation on whose behalf you act. The Consulting Services will commence only once payment has been received in full.