Terms of Service and End User Licence Agreement

This agreement is entered into between CountCore LLC (“CountCore”, “we”, “us”) and the firm or entity that subscribes to the service (the “Client”, “you”). It comprises both the terms on which the services are supplied and the licence on which the software is made available.

By creating a workspace, accessing the application, or receiving the services, the Client accepts this agreement. A person accepting on behalf of an entity represents that they are authorised to bind that entity.

Application means the CountCore software made available at app.countcore.com and any successor address. Services means the accounting and reporting work described in clause 6. Client Datameans the financial records, transactions and related information belonging to the Client, whether held in the Client’s own systems or processed through the Application. Connected System means any third-party accounting, banking, payroll or practice system to which the Client grants CountCore access.

Subject to this agreement and to payment of the applicable fees, CountCore grants the Client a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Application during the subscription term, solely for the Client’s internal business purposes.

The licence extends to the Client’s personnel who are authorised by the Client to use the workspace. The Client is responsible for their acts and omissions in connection with the Application as if they were the Client’s own.

The Client shall not, and shall not permit any third party to:

• copy, modify, adapt, translate or create derivative works of the Application, except as expressly permitted by this agreement;
• reverse engineer, decompile or disassemble the Application, or otherwise attempt to derive its source code, save to the extent such restriction is prohibited by applicable law;
• sell, resell, rent, lease, sublicense, distribute or otherwise make the Application available to any third party, or use it to provide services to any third party;
• access the Application in order to build a competing product or service, or to benchmark it for that purpose;
• circumvent or attempt to circumvent any access control, usage limit or security measure, or access the Application by automated means other than any interface CountCore provides for that purpose; or
• use the Application in violation of applicable law, or to store or transmit unlawful or infringing material.

The Application, and all intellectual property rights in it, remain the exclusive property of CountCore and its licensors. This agreement grants the Client a licence to use the Application and transfers no ownership in it. All rights not expressly granted are reserved.

Client Data remains the property of the Client. CountCore claims no ownership in it and processes it only to provide the Services and operate the Application, as described in the Privacy Policy. Where CountCore uses aggregated or de-identified information that cannot reasonably be used to identify the Client to maintain and improve the Application, no Client Data is disclosed to any third party by that use.

CountCore provides bookkeeping and financial reporting performed against the Connected Systems. Depending on the plan to which the Client subscribes, this may include the coding of transactions, reconciliation between sources, review of exceptions by a licensed Certified Public Accountant, month-end close and periodic reporting. The plan to which the Client subscribes determines what is included.

CountCore does not act as the Client’s auditor. The Services do not constitute an audit, review or compilation engagement, and no opinion or assurance on the Client’s financial statements is expressed or implied. CountCore does not provide legal or investment advice. Tax preparation and filing are not included unless separately agreed in writing.

Automated processing performs routine work and a licensed Certified Public Accountant reviews exceptions. Neither transfers responsibility for the Client’s records. The Client remains the owner of its books and the approver of its financial statements.

The Client shall grant and maintain access to the Connected Systems in the manner described in the Privacy Policy, and shall respond to reasonable enquiries where a matter cannot be resolved from the records alone. Work that cannot be performed because access was not granted or an enquiry was not answered does not constitute a failure of the Services, and CountCore shall notify the Client rather than complete a period on incomplete information.

The Client is responsible for the accuracy, completeness and legality of the information it provides. CountCore reconciles the records that exist and cannot identify transactions that were never recorded in any Connected System.

The Services depend on Connected Systems operated by third parties, including the Client’s accounting system. Those systems are governed by the Client’s own agreements with their providers, and CountCore is not a party to them.

CountCore is not responsible for the availability, accuracy or continued operation of any Connected System, nor for a provider’s decision to change, restrict or withdraw access to it. Where a Connected System is unavailable or its interface changes, CountCore shall inform the Client of the effect on the Services. A failure of a Connected System is not a failure of the Services.

The Client is responsible for maintaining the confidentiality of the credentials used to access the Application, for the accounts it creates for its personnel, and for all activity occurring under them. The Client shall notify CountCore promptly on becoming aware of any unauthorised access to its workspace.

The Client shall remove access for personnel who cease to be authorised. CountCore may suspend an individual account where it reasonably believes it has been compromised.

Subscriptions are billed monthly in advance, by card, from the date of first payment. The fees applicable are those published at the time the Client subscribes. Work to bring records that are in arrears up to date is scoped and quoted in advance and is not charged without the Client’s prior agreement.

If a payment fails, CountCore shall notify the Client and attempt collection again before suspending the Services.

CountCore may suspend access to the Application, in whole or in part, where fees remain unpaid following notice under clause 11, where continued access presents a security risk, or where required by law. Suspension is limited to what the circumstances require and CountCore shall restore access once the cause is resolved. Suspension does not of itself terminate this agreement.

Each party shall keep confidential the non-public information of the other. CountCore shall not disclose Client Data except to the processors identified in the Privacy Policy, to personnel of the Client, or where disclosure is required by law or by an order of a competent authority.

CountCore processes Client Data in accordance with the Privacy Policy, which forms part of this agreement. The Client may withdraw CountCore’s access to any Connected System at any time, from within that system, without CountCore’s involvement and without notice.

Where the Client provides suggestions, comments or other feedback concerning the Application or the Services, CountCore may use it without restriction and without obligation to the Client. Feedback is given voluntarily, is not confidential, and nothing in this clause permits CountCore to use or disclose Client Data.

CountCore warrants that the Services will be performed with the reasonable skill and care of a competent professional.

Except as expressly stated in this clause, the Application is provided “as is” and “as available”. To the fullest extent permitted by law, CountCore disclaims all other warranties, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, and does not warrant that the Application will be uninterrupted or free from error.

The total aggregate liability of CountCore arising out of or in connection with this agreement is limited to the fees paid by the Client in the twelve months preceding the event giving rise to the claim. CountCore is not liable for indirect, incidental, special or consequential loss, nor for loss of profit, revenue, goodwill or anticipated savings.

Nothing in this agreement excludes or limits liability for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded or limited.

The Client shall indemnify CountCore against any claim, loss or expense arising from the Client’s breach of clause 4, from information the Client supplies that infringes the rights of a third party, or from the Client’s unlawful use of the Application.

CountCore shall indemnify the Client against any claim that the Application, used in accordance with this agreement, infringes the intellectual property rights of a third party. This obligation does not apply where the claim arises from Client Data, from a Connected System, or from use of the Application other than as permitted by this agreement.

A party seeking indemnity shall notify the other promptly, allow it to control the defence, and provide reasonable assistance at that party’s expense. The limits in clause 17 do not apply to amounts payable under this clause.

This agreement begins on acceptance and continues for successive monthly periods until terminated. The Client may terminate at any time, effective at the end of the period already paid for. No notice period applies and no termination fee is charged.

CountCore may terminate on thirty days’ written notice, or immediately where the Client requires CountCore to act unlawfully or dishonestly, or where fees remain unpaid following notice.

On termination the licence granted in clause 3 ends and access to the Application ceases. Client Data held in the Client’s own accounting systems is unaffected and remains under the Client’s control. Clauses 5, 13, 16, 17, 18 and 22 survive termination.

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including an act of God, an act of government, industrial action, or the failure of a telecommunications or hosting provider. The affected party shall notify the other and resume performance as soon as reasonably practicable. Nothing in this clause relieves the Client of the obligation to pay fees for Services already provided.

The Client may not assign or transfer this agreement, in whole or in part, without CountCore’s prior written consent. CountCore may assign this agreement to a successor in connection with a merger, acquisition or sale of substantially all of its assets, on notice to the Client.

This agreement, and any dispute arising out of or in connection with it, is governed by the laws of the State of Missouri, without regard to its conflict of law provisions, and by the federal laws of the United States where applicable. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Missouri.

Before commencing proceedings, a party shall notify the other in writing of the dispute and the parties shall attempt in good faith to resolve it within thirty days of that notice. This clause does not prevent either party from seeking injunctive relief at any time.

Notices to the Client are given through the Client’s workspace in the Application or to the administrative contact recorded on it. Notices to CountCore are given through the workspace, through the contact form, or to the registered address of CountCore LLC.

This agreement, together with the Privacy Policy, constitutes the entire agreement between the parties in respect of its subject matter and supersedes any prior understanding. If any provision is held to be unenforceable, the remainder continues in effect. A failure to enforce a provision is not a waiver of it. Nothing in this agreement creates a partnership, joint venture or employment relationship between the parties.

CountCore may amend this agreement. Where an amendment is material, CountCore shall notify the users of the Client’s workspace before it takes effect. Continued use of the Application or the Services after that date constitutes acceptance. A Client that does not wish to accept an amendment may terminate under clause 19, and the amendment will not apply to it.

Questions concerning this agreement may be submitted through the contact form, which requires no account.