Legal
Master Subscription Agreement.
The commercial framework governing paid access to InvoiceGap.
Parties and agreement
This Master Subscription Agreement ("Agreement") governs access to and use of InvoiceGap.
This Agreement is between David Miller, trading as Miller Tech Solutions, the provider of InvoiceGap ("InvoiceGap", "we", "us"), and the business or organisation named in the applicable Subscription Order ("Customer", "you").
An individual accepting a Subscription Order on behalf of a Customer confirms that they are authorised to bind that Customer.
Subscription Orders
Each paid subscription is documented in a Subscription Order or other written order accepted by the Customer.
The Subscription Order identifies the applicable plan, fees, billing frequency, subscription term, included entities and any agreed usage or service conditions.
Starter, Growth and Scale may use standard Subscription Orders. Enterprise services may use a negotiated Order Form and, where required, a Statement of Work.
Order of precedence
If contractual documents conflict, the following order applies to the relevant subject matter:
- the Data Processing Agreement for matters relating specifically to processing personal data;
- the applicable Subscription Order for commercial and subscription-specific terms;
- an applicable Statement of Work for specifically agreed professional services;
- this Master Subscription Agreement.
Service
InvoiceGap provides a business reconciliation workspace intended to help Customers review financial and commercial records, identify discrepancies, trace supporting evidence and organise items requiring further review.
The scope of functionality available to the Customer depends on the plan identified in the applicable Subscription Order.
Unless expressly agreed otherwise, InvoiceGap does not replace the Customer's accounting system, ERP, bank, professional advisers or internal financial controls.
Accounts and authorised users
The Customer is responsible for maintaining accurate account information and controlling access to its workspace.
Login credentials must not be shared between unauthorised persons. The Customer must promptly notify InvoiceGap if it becomes aware of unauthorised account access.
Customer responsibilities
The Customer is responsible for the accuracy, completeness and lawful use of the records, documents and information it submits.
The Customer must have all permissions and legal rights required to provide Customer Data to InvoiceGap for the agreed purposes.
The Customer remains responsible for its accounting records, financial statements, tax treatment, commercial decisions, collections, claims, disputes and communications with counterparties.
Reconciliation results and human review
InvoiceGap assists with reconciliation and evidence review. The quality of results depends on the quality, completeness and consistency of the records supplied by the Customer.
InvoiceGap does not guarantee that every discrepancy will be detected or that every identified difference can be fully explained.
If InvoiceGap identifies an amount as outstanding, unexplained, potentially recoverable or requiring review, that does not mean the amount is legally due or will be recovered.
Where evidence is incomplete, ambiguous or conflicting, InvoiceGap may mark an item for human review rather than treating it as confirmed.
Finance and Resolution Assistant
Certain plans may provide summaries, suggested actions, draft communications or other workflow-support features.
These outputs are intended to assist the Customer's finance team and must be reviewed by an authorised person before the Customer relies upon them, changes accounting records or communicates them to another party.
Such outputs are not legal, tax, accounting or regulated financial advice.
Fees, billing and taxes
Fees are stated in the Subscription Order.
Unless the Subscription Order states otherwise, subscriptions have an initial term of twelve (12) months and are billed monthly in advance. The Initial Term begins when the paid subscription becomes active, unless a different start date is expressly agreed in the Subscription Order.
Fees are exclusive of VAT and other indirect taxes where such taxes apply.
Each party remains responsible for taxes imposed on it by applicable law.
Monthly billing does not make the subscription month-to-month. Unless this Agreement gives the Customer a right to terminate, the Customer remains responsible for fees due for the agreed subscription term.
Renewal and plan changes
Unless the Subscription Order states otherwise, a subscription renews automatically for successive twelve-month periods unless either party gives at least thirty (30) calendar days' written notice before the end of the current term.
The Customer may send a non-renewal notice to legal@invoicegap.com. InvoiceGap may send a non-renewal notice to the Customer's designated business contact email. The notice must be received at least thirty (30) calendar days before the end of the current term.
A notice of non-renewal does not terminate the current term early. The Services remain available and the agreed fees remain payable through the end of the current term unless this Agreement permits earlier termination or the parties agree otherwise in writing.
Changes between Starter, Growth, Scale or Enterprise may be documented through an updated Subscription Order or written amendment.
Usage and processing capacity
Company size and annual invoiced revenue may be used as guidance for selecting a plan, but they are not the sole billing formula.
Processing allowances, entity limits or other plan-specific limits may be stated in the applicable Subscription Order or Pricing Schedule.
Materially higher usage or complexity may require a plan change or separately agreed commercial terms.
Customer Data
As between the parties, the Customer retains its rights in Customer Data.
The Customer grants InvoiceGap the limited rights required to host, process, analyse, reproduce and display Customer Data only to provide, maintain, secure and support the Services and to comply with law.
Processing of personal data on behalf of the Customer is governed by the InvoiceGap Data Processing Agreement.
Intellectual property
InvoiceGap and its licensors retain all rights in the InvoiceGap software, interfaces, documentation, workflows, reconciliation methods, internal rules, models, algorithms and other proprietary logic and intellectual property.
No right is granted to reverse engineer, reproduce, disclose or use InvoiceGap proprietary logic except to the extent such restriction is prohibited by applicable law.
Confidentiality
Each party must protect confidential information received from the other party and use it only for the purposes of the business relationship.
Confidential information does not include information that is lawfully public, already known without confidentiality restrictions, independently developed or lawfully received from another source.
A party may disclose confidential information where disclosure is required by law, a court or a competent regulator. Where legally permitted, that party will give the other party reasonable notice before disclosure.
Security and data protection
InvoiceGap will maintain reasonable technical and organisational measures appropriate to the nature of the Services and Customer Data processed.
Additional information is set out in the Security & Data page and the Data Processing Agreement.
Suspension
InvoiceGap may temporarily suspend access where reasonably necessary to address non-payment, unlawful use, material breach, security risk, suspected unauthorised access or risk to the Services or other customers.
Where reasonably practicable, InvoiceGap will give notice and an opportunity to remedy the issue.
Termination
Either party may terminate for a material breach that remains uncured after reasonable written notice and an opportunity to remedy the breach.
A party may also terminate where the other party becomes insolvent or where continued performance is unlawful.
The parties may also terminate the subscription earlier by mutual written agreement.
Termination does not affect rights or payment obligations that accrued before termination.
Data after termination
Customer Data will be returned, made available for export or deleted in accordance with the applicable Data Processing Agreement, documented retention rules and legal obligations.
Service warranties and disclaimers
InvoiceGap will provide the Services with reasonable care and skill.
To the maximum extent permitted by law, InvoiceGap does not warrant uninterrupted or error-free operation, perfect matching of all records, recovery of identified amounts or any particular commercial outcome.
Limitation of liability
Nothing in this Agreement limits liability that cannot lawfully be excluded or limited.
Subject to the preceding sentence, InvoiceGap's aggregate liability arising out of or in connection with the Agreement will not exceed the fees paid or payable by the Customer to InvoiceGap during the twelve months immediately preceding the event giving rise to the claim.
To the maximum extent permitted by law, neither party will be liable for indirect or consequential loss, loss of anticipated savings, loss of goodwill or loss of business opportunity.
Changes to this Agreement
InvoiceGap may update this Agreement from time to time.
Material changes affecting an active paid subscription will take effect on renewal unless the change is required by law, is reasonably necessary to address a security risk, or is agreed in writing with the Customer.
General
Neither party may assign the Agreement without the other party's consent, except as part of a merger, corporate reorganisation or sale of substantially all relevant business assets, subject to applicable law.
If any provision is unenforceable, the remaining provisions remain effective.
Failure to enforce a right does not waive that right.
This Agreement, together with the applicable Subscription Order, DPA and any applicable Statement of Work, forms the entire agreement between the parties concerning the Services and replaces earlier discussions or agreements about the same subject matter.
Nothing in this Agreement creates a partnership, joint venture, employment relationship or agency between the parties.
Neither party is responsible for delay or failure caused by events outside its reasonable control, provided that the affected party takes reasonable steps to reduce the impact.
A person who is not a party to this Agreement has no right to enforce any term of it under the Contracts (Rights of Third Parties) Act 1999.
Governing law and jurisdiction
Unless a Subscription Order expressly states otherwise, this Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales.
The courts of England and Wales have exclusive jurisdiction, subject to any mandatory rights that cannot lawfully be excluded.