Term Of Services
For TulaRX in UK
Thank you for selecting the Services offered by Tula Systems Limited and/or its subsidiaries and affiliates (referred to as “Tula Systems”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Tula Systems. By accepting electronically (for example, clicking “I Agree”), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative.
If you are an individual located in the European Economic Area (“EEA”) who is accessing or using Tula Systems Ltd services, sites, products, mobile applications, desktop applications, or software directed to the EEA (collectively, “Services”) your relationship is with Tula Systems Ltd. (referred to as “Tula Systems”, “we”, “our”, or “us”). If you are located outside of the EEA please email on email@example.com to find out more about the Tula Systems entity that your relationship is with and the governing law.
A. GENERAL TERMS
This Agreement describes the terms governing your use of the Tula Systems Services. It includes by reference:
- Tula Systems’s Privacy Statement
- Additional Terms and Conditions, which may include those from third parties.
- Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.
You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:
- You can form a binding contract with Tula Systems;
- You are not a person who is prohibited from receiving the Services under the laws of the United States, England, Wales, or any other applicable jurisdiction; and
- You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations.
2. YOUR RIGHTS TO USE THE SERVICES.
2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Tula Systems. Tula Systems reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Tula Systems grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.
2.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
- Provide access to or give any part of the Services to any unauthorized third party.
- Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
- Make the Services available on any file-sharing or application hosting service.
For Services offered on a payment or subscription basis, the following terms apply if you are the User paying for the Services, unless Tula Systems or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
- Payments will be billed to you by Tula Systems in pounds sterling (£), U.S. Dollars, or other currencies which may be made available (plus any and all applicable taxes, including without limitation VAT and GST) as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
You must pay with one of the following:
- A valid credit card acceptable to Tula Systems Ltd;
- A valid debit card acceptable to Tula Systems Ltd;
- Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
- By another payment option Tula Systems provides to you in writing.
- If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse your use of the Services.
- If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
- Tula Systems will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services are cancelled or terminated under this Agreement.
- Additional cancellation or renewal terms may be provided to you on the website for the Services.
4. USE WITH YOUR MOBILE DEVICE.
Use of these Services may be available through a compatible mobile device, the Internet, and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
TULA SYSTEMS MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
- THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
- ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
- ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
5. DATA PROCESSING AND PRIVACY.
5.1. Data Processing and Privacy (All Services except Payroll Services). Except as described in Section 5.2: (a) Tula Systems is the controller of the personal information it processes about you when you use the Services and (b) You acknowledge that Tula Systems will process your personal information as described in our Privacy Statement when you use our Services.
5.2 Data Processing and Privacy (Management Services). If you use our Management Services, you will be the controller of the personal information that we process on your behalf and we will process that personal information as a processor in accordance with our Data Processing Agreement available here.
6.1 You are responsible for your content. You are responsible for all materials, data, and personal information (“Content”) uploaded, posted or stored through your use of the Services. You grant Tula Systems a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Tula Systems is not responsible for the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
- Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
- Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
- Except as permitted by Tula Systems in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
- Virus, trojan horse, worm or other disruptive or harmful software or data; and
- Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
6.2 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public (“Community Forum”). Tula Systems does not support and is not responsible for the content in these Community Forums. Please use respect when you interact with other users in a Community Forum. Do not reveal confidential or other information that you do not want to make public. Users may post hypertext links to content of third parties for which Tula Systems is not responsible.
6.3 Tula Systems may freely use feedback you provide. You agree that Tula Systems may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Tula Systems a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Tula Systems in any way.
6.4 Tula Systems may monitor your Content. Tula Systems may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Tula Systems or its customers, or operate the Services properly. Tula Systems, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
7. ADDITIONAL TERMS.
7.1 Tula Systems does not give professional advice. Unless specifically included with the Services, Tula Systems is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
7.2 We may tell you about other Tula Systems services. You may be offered other services, products, or promotions by Tula Systems (other “Tula Systems Services”). Additional terms and conditions and fees may apply. With some Tula Systems Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet.
7.3 Communications. Tula Systems may be required by law to send you communications about the Services or third party products. You agree that Tula Systems may send these communications to you via email or by posting them on our websites.
7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Tula Systems if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
8. DISCLAIMER OF WARRANTIES
8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TULA SYSTEMS, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,“SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. TULA SYSTEMS AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ENGLAND AND WALES ANY IMPLIED WARRANTIES IN RESPECT TO THE SERVICES, SOFTWARE, AND CONTENT ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
8.2 TULA SYSTEMS, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.
9. LIMITATION OF LIABILITY AND INDEMNITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF TULA SYSTEMS, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, TULA SYSTEMS, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET TULA SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF TULA SYSTEMS AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF TULA SYSTEMS, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE. NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY THE APPLICABLE LAWS OF ENGLAND AND WALES AND FOR THE AVOIDANCE OF DOUBT TULA SYSTEMS DOES NOT EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ANY OTHER LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.
You agree to indemnify and hold Tula Systems and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Tula Systems reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Tula Systems in the defense of any Claims.
We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
Tula Systems may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Tula Systems’s rights to any payments due to it. Tula Systems may terminate a free account at any time. Sections 2.2, 3 through 16 will survive and remain in effect even if the Agreement is terminated.
12. EXPORT AND TRADE RESTRICTIONS.
You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you and your personnel who use the Services are not prohibited from receiving the Services under the laws of the United States, England, Wales, or other applicable jurisdiction. For example, you are not on the U.S. Treasury Department’s list of Specially Designated Nationals or the United Kingdom HM Treasury Financial Sanctions List, or are subject to any other similar prohibition. You will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
13. GOVERNING LAW AND JURISDICTION.
This Agreement will be governed by the laws of England and Wales, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of Tula Systems’s or its Suppliers’ intellectual property rights may cause Tula Systems irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that Tula Systems shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect Tula Systems’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales and you agree that you will procure that any third party making a claim against Tula Systems arising out of this Agreement shall bring such claim exclusively in the English courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.
Tula Systems does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. Tula Systems prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.
14. COMPLIANCE WITH PRESERVATION ORDERS.
You agree that we may preserve data where and to the extent required for compliance with any order or notice, whether issued to Tula Systems or to you, and whether issued by any court, tribunal, regulatory authority, arbitral tribunal or any body or authority exercising judicial, quasi-judicial, regulatory, or arbitral power or authority, requiring the preservation of any data, information documents or Content (a “Preservation Order”). To the extent that a Preservation Order has been issued to you, you acknowledge that you are solely responsible for your compliance with it.
Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.
This Agreement, including the Additional Terms below, is the entire agreement between you and Tula Systems and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Tula Systems. However, Tula Systems may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Tula Systems or © a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Tula Systems Ltd via an email to: firstname.lastname@example.org.
B. ADDITIONAL TERMS AND CONDITIONS FOR TULARX
Your use of the following Services provided by Tula Systems are subject to the General Terms of Service above and these Additional Terms and Conditions. These Additional Terms and Conditions will prevail over any conflict or inconsistency with the General Terms of Service.
Each of the following products and services are referred to in this Agreement as a “Service” and together as the “Services”:
- 1.1. TulaRx. TulaRx is an online solution for businesses to perform accounting and business tasks through an online account Each TulaRx Account may only be used to support one business.
- 1.2. TulaRx Accountant. TulaRx Accountant is an online solution for accountants, bookkeepers and other individuals or entities that provide accounting and other financial services to their clients. If you register for TulaRx, you will be able to create and access new and existing TulaRx Accounts of your clients.
- 1.3. Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Services or to the Administrator’s (as defined below) email address. Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.
2.1. Types of Users.
The Services allow the following types of access and user rights: When you initially register for and create an account for a Service, you are, or a party that you authorize is, the administrator (“Administrator”). Administrators may authorize additional individuals to access the Services through the same account (“Additional Users”). The number of Additional Users may be limited based upon the subscription you purchase. Additional Users may include, for example, your employees, accountant, contractors, agents, and clients. You may be referred to in this Agreement as “you”, “your”, or “User”, or you may be referred to specifically in your applicable role as an Additional User or an Administrator. All Users will be required to accept this Agreement before accessing the Services. Each TulaRx Account you access, you agree to these terms as an Administrator or an Additional User, as applicable. As any User of the Services, unless otherwise explicitly stated in this Agreement, all of these terms apply to you each time you access the Services.
2.2. For Administrators.
As an Administrator, the following applies to you: Only Administrators may designate another individual as a replacement Administrator. You agree that Additional Users are Tula Systems customers, but that you are responsible for your Additional Users’ access to the Services, provided, however, any employee that you only grant access to the TulaRx Service for purposes of viewing shall not be considered an Tula Systems customer. Depending on the types of access rights you grant to Additional Users, Additional Users may be able to delete, copy, or view the Content and data accessible in your account and add charges to the subscription. As Administrator, you are responsible for the access to the Services you grant to Additional Users. If you choose to terminate your access to a Service or delete all of the data in a TulaRx account, no one will be able to access such Service or any of the data within such Service. You agree to provide sufficient notice to Additional Users or persons the data is about regarding your desire to terminate access to the Services before taking such actions. A violation of any terms of this Agreement by an Additional User may result in the termination of an Administrator’s or any Additional User’s access to the Services. If you are a user of our Management Services, you may be required to contact the Master Administrator of your account to control certain aspects of your personal information.
2.3. For Additional Users.
As an Additional User, the following applies to you: When you register to access an account for which you are not an Administrator, you understand that you are accessing the Service as an Additional User and you may not have the same level of access or the same rights as an Administrator. Depending on the types of rights you are granted by the Administrator, you may be able to delete, copy, or view other User’s Content and data. Please make sure that you have an agreement with the Administrator about your role and rights. If an Administrator chooses to close or terminate access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. As an Additional User, you understand that if you violate this Agreement, your access to our Services may be terminated, and we retain the right to also terminate access for any other Users of the same account.
3.1. Payment for Services.
The Services are licensed on a monthly or yearly subscription basis to the User that pays for the Service. As the Administrator, you may choose whether you or another User pays for the license. Please review all of the details of the subscription that you purchase; some subscriptions provide access to one Service and others provide access to more than one Service.
3.2. Subscription Cancellation.
The Administrator may notify us if he or she wants to cancel the subscription prior the beginning of the new subscription period. In the event that Tula Systems is unable to charge a User’s chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Services immediately, without notice. If you stop using the Services, Tula Systems has fulfilled your subscription term. Fees for the Services are not eligible for any proration of unused subscriptions or refunds, even if access to the Services is cancelled or terminated. After your access to the Services is terminated, you may no longer have access to any of the data or Content in the Services. We suggest you retain your own copies of any data or Content that you may need as Tula Systems is not responsible for providing you with access to your Content or the Services after any cancellation or termination of this Agreement.
4. ACCOUNT FEATURES.
4.1. Trial Version.
If you registered for a trial use of the Services, you will have access to the Services for the specified period of the trial (“Trial Period”). You must decide to purchase a license to the Services within the Trial Period in order to retain access to any Content or data provided or created during the Trial Period. If you do not purchase a license to the Services by the end of the Trial Period, you will not be able to access or retrieve any of the data or Content you added to or created with the Services during the trial.
4.2. Beta Features.
From time to time, we may include new or updated beta features in the Services (“Beta Features”). Beta Features may have associated fees, which will be disclosed to you at the time you choose to use the Beta Features. We understand that your use of any Beta Feature is voluntary. You understand that once you use a Beta Feature, you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Feature is at your sole risk.
5. PERSONAL INFORMATION.
5.1. The terms “Controller,” “Processor,” “data subject,” “personal data (also referred to as Personal Information in the Agreement)” and “processing” (and “process”) shall have the meanings given in the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation).
5.2. Our Role.
If you are a user of our Management Services, we are a Processor of the Personal Information we process on your behalf through the Services.
5.3. Personal Information.
You represent and warrant to us that:
- You will provide appropriate notice and have obtained (or will obtain) all consents and rights necessary for us to Process the Personal Information in accordance with this Agreement and our Privacy
- If you are providing Personal Information to us that is not personal to you, you agree that you have either provided the data subject notice or received permission from the data subject and have the appropriate legal basis, as required by applicable law, for us to: (a) use, and/or disclose the personal information in accordance with our Privacy Statement, (b) move the data outside of the country of residence of such owner of the personal data, if applicable, pursuant to our Privacy Statement, © provide the Personal Information to Third Party Products that you approve, and (d) otherwise use and disclose the personal information in accordance with this Agreement; and
- If there is any discrepancy between this Agreement and the Tula Systems Privacy Statement with respect the collection, use, and/or disclosure of the personal information, the Privacy Statement will control. You further acknowledge and agree that Tula Systems may provide data in your account to any Additional Users to which that data is applicable or personal to.
5.4. Public Content.
As a User you may have the opportunity to share your data, Content, or ways in which you aggregate data (“Account Content”) with other Users, other Tula Systems customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another User’s Account Content, you understand and agree that the Account Content is being provided by the User, and not Tula Systems, for information and guidance purposes only, and Tula Systems and such User are not responsible in any way for your use the Account Content.
5.5. Telephone numbers.
You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that Tula Systems may use your telephone number for “multi-factor authentication” (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve Tula Systems sending text messages containing security codes to your telephone number. You agree to receive these texts from Tula Systems containing security codes as part of the MFA process. In addition, you agree that Tula Systems may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services. Additionally, Tula Systems may use your telephone number to contact you about special offers or other Tula Systems or third party products or services unless you opt out of such marketing. With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to Tula Systems (such information may include from your mobile phone service provider account record: your name, address, email, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details).
6. OTHER PRODUCTS AND SERVICES.
6.1. Third Party Products.
By using these Services, you agree that we may market to you or offer you access to products or services from third parties (“Third Party Products”). If you decide to use or access any Third Party Products, you agree that you are solely responsible for your relationship with the provider of the product. Tula Systems is not affiliated with Third Party Products and does not endorse or recommend any Third Party Products. You agree that the providers of the Third Party Products, and not Tula Systems, are solely responsible for their own actions or inactions. Tula Systems is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products. You agree that you will (a) review and comply with all Third Party Product terms and conditions, and (b) not use the Third Party Product in any manner that would infringe or violate the rights of Tula Systems or any other party or in furtherance of criminal, fraudulent or other unlawful activity.
6.2. Data Transfer Service.
- We may provide you with the opportunity to transfer your account Content from the Services to certain supported online Third Party Products or other online Tula Systems services (the “Ancillary Services”) that you sign up for or use in connection with the Services (the “Data Transfer Service”). You may need to be an active subscriber of the Third Party Product or Ancillary Services to use the Data Transfer Service. In order to access a Third Party Product or an Ancillary Service on your behalf to provide the Data Transfer Service, you may need to provide us with your account number, password, security questions and answers, and any other necessary log in information from time to time (“Login Details”). We will maintain your Login Details in encrypted form, and will only use them in connection with the Data Transfer Service or otherwise at your direction. You hereby represent that you have the authority to provide the Login Details to Tula Systems and you expressly appoint Tula Systems as your, or the third party who owns the Login Details’, agent with limited power of attorney to access any Third Party Products or Ancillary Services on your behalf. With respect to each Data Transfer Service, you grant Tula Systems the right to transfer data to the Third Party Product or Ancillary Service, and to reformat and manipulate the data as reasonably necessary for the data to function with such product or service. After the transfer occurs, the original data and Content will remain in the Services unless we disclose to you otherwise.
- You agree that you will (a) review and comply with all Third Party Product or Ancillary Service terms and conditions before you access the Data Transfer Service, and (b) not use the Data Transfer Service in any manner that would infringe or violate the rights of Tula Systems or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. We do not guarantee that you will be able to use the Data Transfer Service with any specific products or services. You will only have access to the Data Transfer Services during the period for which you have paid for a subscription. Third Party Products may make changes to their websites, with or without notice to us, that may prevent or delay the overall performance of the Data Transfer Service.
6.3. Data Receipt Service.
- We may provide you with the opportunity to transfer certain data from a Third Party Product or an Ancillary Service to these Services (the “Data Receipt Service”). You may need to be an active subscriber of the Third Party Product or Ancillary Services to use the Data Receipt Service. In order to access a Third Party Product or an Ancillary Service on your behalf, you may need to provide us with your Login Details. You hereby represent that you have the authority to provide the Login Details to Tula Systems and you expressly appoint Tula Systems as your, or the third party who owns the Login Details’, agent with limited power of attorney to access any Third Party Products or Ancillary Services and retrieve data on your behalf. With respect to each Data Receipt Service, you grant Tula Systems the right to transfer data to the Services, and to reformat and manipulate your data as reasonably necessary for the data to function with the Services. After the transfer occurs, your original data and Content may not remain in the Third Party Product or the Ancillary Services; please review the terms of those products and services to confirm.
- You agree that you will (i) review and comply with all Third Party Product and Ancillary Service terms and conditions before you access the Data Receipt Services, and (ii) not use the Data Receipt Services in any manner that would infringe or violate the rights of Tula Systems or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. In the event that any Third Party Product charges for access to data, you agree that you are responsible for any fees due and owing. You agree that the providers of the Third Party Products, and not Tula Systems, are solely responsible for their own actions or inactions. Tula Systems is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products.
6.4. Service Providers.
We may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a “Service Provider”). In order for our Service Providers to be able to provide you with certain aspects of the Services, we may share your data or Content with such Service Provider.
7. COMMUNICATION SERVICES.
We may provide you with the opportunity to communicate with other Users within the Services, or with other third parties through the Services (“Communication Services”). You may choose whether or not you would like to use the Communication Services. You agree that you have received permission to communicate with any third parties who are not Users through the Communication Services, and that such third parties have agreed to Tula Systems’s use and disclosure of data available in the Communication Services in accordance with this Agreement. Users who you communicate with may have access in the future to the data provided through the Communication Services, and you may not have the ability to restrict that access. Tula Systems’s systems may extract certain data (e.g., numbers, names, or attachments) from the Communication Services and provide it to you in other parts of the Services.
8. Electronic Filing of VAT.
In order to access the electronic filling of VAT service, you must have a valid account with HMRC (or any other relevant tax/revenue authority) and a login for the VAT online services. You need to enter your VAT Online login details in your TulaRx when you send filings to HMRC.
- If you choose to file your VAT electronically, your VAT will be forwarded to Tula Systems’s Electronic Filing Center where Tula Systems will convert the information to a standardized format and transmit it to the applicable authority (“VAT Transaction”). You are responsible for verifying the status of your VAT Transaction including receipt and acceptance by the applicable authority, and if necessary, for filing your VAT manually in the event the authority rejects your VAT Transaction for any reason. By using VAT Services, you consent to the disclosure of all information pertaining to your VAT Transaction to HMRC or any other tax/revenue authority. Using the system to prepare and submit your VAT Transaction to taxing authorities is subject to availability.
- You agree to print and save a copy of your VAT Transaction for your records. Except to the extent required by law, Tula Systems has no obligation to store, maintain or provide to you any information you provide to Tula Systems.
- You authorize Tula Systems and its agents (if applicable) to send VAT Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority.
- If you elect to use the Autofiling feature you authorize Tula Systems to automatically send your VAT Transactions to HMRC each time you submit your payroll.
8.1. Setup VAT Services.
If Tula Systems provides you with Setup VAT Services and support services on the VAT Services the following additional terms will apply:
- Setup and Support Information. To enable you to more rapidly begin utilizing TulaRx VAT and obtain support services when needed you agree to provide Tula Systems with all information necessary to enable Tula Systems to establish your subscription and support you in the use of the Product. (collectively, “Setup and Support Information”).
- Tula Systems will suggest the most accurate and rapid method for completing your Setup VAT Services from the following options:
- Establishing Tula Systems as an authorized user of your existing VAT service offering with unique login credential and limitedaccess rights to the records necessary to enable the Setup VAT Services;
- Providing uninterrupted access to your TulaRX or non-Tula Systems financial management software data files, either via upload to Tula Systems’s FTP site in accordance with Tula Systems’s instructions or via remote desktop connection access; and
- Responding to Tula Systems communications and requests for information, and reviewing information provided or prepared by Tula Systems promptly and reasonably in advance of and during the Setup Service process, notifying Tula Systems of any errors.
- Representations, Grant of Rights to Tula Systems. You hereby represent and warrant that you: (a) are the legal owner of the Setup Information, (b) have the necessary rights to grant us the authorizations to act on behalf of you or your business, © hereby authorize government agencies to disclose your confidential information to us, (d) as the business owner, remain solely liable to compliance with applicable laws and regulations regarding your business, and (e) are responsible for ensuring that the grant of these rights is permissible under the terms of any applicable agreements. You acknowledge and agree that we do not provide any advice or recommendation relating to government registration, and that we are relying on information you provide to us.
- Information Verification. Tula Systems will reasonably ensure the accuracy of information received, but cannot ensure that the source files used, information provided by other service providers or company personnel are accurate. Accordingly, Tula Systems may require you to verify the accuracy of all the information before commencing use of TulaRx VAT.
- Completion of Setup VAT Services. After you have verified your information, Tula Systems will assist you in the steps necessary to commence use of TulaRx VAT. At that time the Setup VAT Services will be complete.
- No Obligation to Provide VAT Services. Tula Systems reserves the right to refuse to provide Setup Service to you and, in such instances, will refund any fees you paid to Tula Systems for Setup Service.