Terms of service for firms

1. About these terms

Octotax for Accountants (“the service”) is provided by Jacob Norton, a sole trader trading as Octotax (“Octotax”, “we”, “us”). These terms are an agreement between us and the accounting practice that creates an account (“your firm”, “you”).

The service is for businesses, not consumers. Our data processing agreement (the DPA) forms part of these terms. If the two ever conflict on anything to do with personal data, the DPA wins. How we use the details of your firm's own users is in our privacy notice for firms and their clients. The free Octotax app for business owners has its own terms of use.

Agreeing to these terms

The person who creates your practice accepts these terms and the DPA for your firm by creating it, and confirms that they're allowed to do so. That acceptance is binding in the same way as a signature. If your firm needs a copy signed by both of us, email [email protected] and we'll send a countersigned PDF of the version that applies to you. Octotax is at an early stage, and we'll be straightforward with you about what is and isn't built yet.

2. The service

Octotax for Accountants is online practice management software for UK accounting firms. It includes client records kept in step with Companies House, deadline trackers and a job board, tasks, leads and proposals, engagement letters and e-signing, an AML register, document requests, a branded client area for your clients, timesheets, work in progress and billing tracking, Making Tax Digital and identity verification trackers, email templates and reminders, reports, and an optional listing in the free Octotax app. The features available depend on your plan, as shown on our pricing page.

Octotax doesn't raise invoices to your clients or collect payments from them. You invoice and collect in your own accounting software and record what you've billed in Octotax. Invoices created before this changed are kept, read only.

We may improve, change or remove features over time. If a change would significantly reduce what you're paying for, we'll tell you at least 30 days in advance and you can cancel with a refund (see section 13).

3. Accounts and users

• The person who creates your practice is its owner. Owners can invite staff, choose what staff can see, and manage billing.
• Each person needs their own sign-in. Don't share sign-ins between people. Owners can require two-factor sign-in for everyone in the firm, and we recommend it.
• You're responsible for what happens under your firm's account, for keeping sign-in details safe, and for removing people who leave.
• Tell us straight away at [email protected] if you think someone has got into your account without permission.
• Your clients can use your client area from the email address on their record, and can choose to link the free Octotax app (section 8). Clients aren't users and don't count towards your seats.

4. Your responsibilities

• Lawful use. Use the service only for your firm's lawful business. Don't upload malicious code, try to get around security or limits, access other firms' data, copy or resell the service, or scrape it with automated tools.
• Your clients' data. You decide what client data goes into Octotax. You're responsible for having a lawful basis to use it (and a condition for any special category or criminal offence data, such as in AML records), for telling your clients how you use their data (including that you use software like ours), and for keeping it accurate.
• Your professional work. You remain responsible for your work for your clients and for your own professional and regulatory obligations, including anti-money laundering supervision, your professional body's rules, and your duties to HMRC and Companies House. The service helps you record and organise that work; it doesn't do it for you.
• Not advice. Octotax doesn't give tax, accounting or legal advice. Deadlines are worked out from Companies House data and general rules; tax rates, client tools and opportunity suggestions are illustrations based on published rates; and the standard engagement letter, AML and client wording are starting points. Check them against your clients' circumstances and your own professional judgement before relying on them or showing them to clients.
• What you show clients. You're responsible for what you publish to clients in the client area, such as tax to pay, payment references and job updates.
• Email you send. Emails you send to clients through the service, including automatic reminders, chasers and notifications, are sent on your behalf. Make sure they're lawful and appropriate, and that you're allowed to send from any address or mail server you connect. Self Assessment questionnaire emails record opens and clicks; as the sender, tell your clients about this (see the DPA, section 15).
• Your own records. Keep your own copies of anything you're legally required to keep, such as AML records, for as long as the law requires.

5. Fees, trial and billing

• Every new practice starts with a 14-day free trial with all features switched on. No card is needed for the trial, and we won't charge you unless you choose a plan. If you don't choose one, your account becomes read only when the trial ends; nothing is deleted.
• After the trial, the service is charged per user (each active owner and staff member) per month: Starter £12, Growth £20 and Practice £32. White-label branding is included in Practice and costs £29 a month on the other plans. Each plan's features and client limits are shown on our pricing page.
• Fees are charged monthly in advance by card or Bacs Direct Debit, through our payment provider, Stripe. If you add or remove users part-way through a month, your next bill is adjusted for the days used.
• Octotax isn't registered for VAT, so no VAT is added to our prices. If we register, we'll give you at least 30 days' notice and VAT will be added from then.
• We may change our prices. We'll give you at least 30 days' notice by email, and the new price applies from your next billing date after that.
• If a payment fails, we'll tell you and give you at least 14 days to fix it before we suspend the account (section 11).

6. Cancelling and refunds

You can cancel at any time from Settings, then Plan and billing. Cancelling takes effect at the end of the month you've paid for, and you keep access until then. We don't refund the rest of a month you've already started, except:

• if we end the agreement without you being at fault (section 15), or stop offering the service;
• if you end the agreement because of a change to these terms, a sub-processor change you object to, or a change that significantly reduces the service (sections 2 and 13, and the DPA); or
• where the law requires a refund.

In those cases we refund what you've paid for the period after the agreement ends. See section 9 for what happens to your data.

7. Your data

Your firm owns the data you and your clients put into Octotax, including client records, documents and communications. We process your clients' personal data only on your behalf and on your instructions, as set out in the DPA. We don't sell it, use it for advertising, use it to train artificial intelligence models, or use it for any purpose other than providing, securing and supporting the service, or where the law requires us to.

We're responsible, as controller, for the details we hold to run your firm's account: your users' names and email addresses, sign-in and security records, support messages and billing details. Our privacy notice explains how we use them.

You give us permission to host, copy, display and send your data, and your logo and branding, only as needed to provide the service, for example showing your logo in your client area or on your listing in the Octotax app if you switch it on.

We keep your data confidential. How we protect it is described on our security page and in the DPA.

8. Linked accounts, leads and your listing

• Linked accounts. A client can link the free Octotax app to your firm, so your work shows in their app and they can choose to share their app deadlines, Companies House alerts and tax pot with you. Linking is the client's choice and either side can unlink at any time. Octotax is the controller of the app's own data; your firm stays the controller of your client records. The DPA, section 3, explains how this works.
• Using what clients share. Use what a client shares from their app only for your work for that client. Don't make linking the app a condition of your services, and don't ask for more than you need.
• Leads. If you list your firm in the Octotax app, people can ask to contact you. We pass on what they choose to send, with their consent. From then on your firm is responsible for that enquiry as a separate controller. We don't guarantee any number or quality of leads.
• Your listing and reviews. You're responsible for what your listing says. Only publish client ratings that the client agreed to share, don't edit or invent them, and don't offer anything in return for a rating. You choose which ratings to show, and your listing says so. You must follow consumer protection law on reviews, including the Digital Markets, Competition and Consumers Act 2024. We may remove a listing or a review that we reasonably think is misleading.

9. Getting your data out, and deleting it

An owner can download a full export of your firm's data (clients, documents and history) at any time from Settings, then Your data, and can export the client list as a CSV from Practice Manager. You can export before, during and after cancelling, until your data is deleted.

When an owner closes your account, we keep your data for a 30-day grace period so you can change your mind or take an export. After that we delete it from the service. Deleted data drops out of our encrypted backups as they are replaced, within a further 30 days, unless the law requires us to keep it. If you cancel your plan (or a trial ends) without closing the account, the account becomes read only and your data stays available for at least 90 days after your last paid period or trial. We won't delete it after that without emailing your practice owner at least 30 days first.

10. Availability and support

We use reasonable skill and care to keep the service available, secure and working as described, and to fix problems promptly. At this stage we don't offer a service level agreement or guarantee any particular uptime. We may occasionally need to take the service offline for maintenance, and we'll try to do that outside UK working hours and tell you in advance when we can.

Support is by email at [email protected]. We aim to reply within one working day. Firms on the Practice plan get priority support.

11. Suspension

We may suspend your firm's access, in whole or in part, only if:

• a payment is still unpaid 14 days after we've told you it failed;
• your use breaks these terms in a way that puts the service, other firms or anyone's data at risk, or someone appears to have got into your account without permission; or
• the law, a court or a regulator requires us to.

Where we reasonably can, we'll tell you first and give you a chance to put things right. We'll suspend only as much as we need to, and restore access as soon as the reason is resolved. Suspension doesn't delete your data, and while suspended for non-payment an owner can still take an export.

12. Intellectual property

We own the Octotax software and everything we provide as part of it. While your account is open, we give your firm a non-exclusive, non-transferable right to use the service for your own business. If you send us ideas or feedback, we can use them freely to improve Octotax.

13. Changes to these terms

We may update these terms, for example when we add features, change prices or change how the business is run. For changes that materially affect you, we'll email your practice owner at least 30 days before they take effect. If you don't agree, you can cancel before then and we'll refund any fees you've paid for the period after the change. If you keep using the service after that date, the new terms apply. Small changes that don't affect your rights, such as clearer wording, may take effect when we publish them. The date at the top of this page shows when the terms last changed.

14. Liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that can't be limited or excluded by law.

Subject to that:

• Neither of us is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
• We aren't liable for penalties, interest, fees or claims arising from a missed or incorrect filing or deadline, unless it was caused by our breach of these terms or our negligence. Even then, you stay responsible for checking deadlines and meeting them (section 4), and our liability is limited as below.
• Our total liability to you for everything arising under or in connection with these terms, whether in contract, tort (including negligence) or otherwise, is limited to the greater of £1,000 and the fees you paid or owed us in the 12 months before the event giving rise to the claim. So the cap is never nil, even during a free trial.
• Claims under the DPA or data protection law have their own, separate cap, set out in section 16 of the DPA.
• These limits don't apply to your obligation to pay our fees.

We've set these limits because the fees are low and the service is a tool your firm uses alongside its own professional judgement. We think they're reasonable, and you can ask us about higher cover if your firm needs it.

15. Ending the agreement

You can end this agreement at any time by cancelling (section 6) or closing your account (section 9).

We can end it:

• for any reason, by giving you at least 60 days' notice by email, with a refund of anything you've paid for the period after it ends;
• if you seriously break these terms and don't put it right within 14 days of us asking; straight away if the breach can't be put right (for example, deliberately accessing another firm's data);
• if you stop paying our fees and haven't paid within 30 days of the account being suspended; or
• if your firm stops trading, or becomes insolvent or enters any arrangement with its creditors.

If we stop offering the service altogether, we'll give you at least 60 days' notice and a refund of anything paid for after it closes. In every case you can take an export before your data is deleted. Sections 7, 9, 12 and 14 and the DPA continue to apply after the agreement ends.

16. Transferring this agreement

You can't transfer this agreement without our written agreement, which we won't unreasonably refuse (for example, if your firm incorporates or merges).

Octotax is currently run by a sole trader and may become a limited company, or be taken over by another business that will keep running the service. You agree now that we may transfer this agreement and the DPA to a company we control or to a business that takes over the service, on the same terms. We'll give your practice owner at least 30 days' notice before the transfer and tell you who the new provider is. If you don't want to continue with them, you can cancel before the transfer and we'll refund anything paid for after it. Your data, and our duties under the DPA, move with the agreement.

17. General

• These terms, together with the DPA, are the whole agreement between us about the service.
• Neither of us is responsible for delays or failures caused by events beyond our reasonable control, such as a failure of the power or internet supply, as long as we tell the other and do what we reasonably can to limit the effect.
• Nobody else has the right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
• If a court decides part of these terms can't be enforced, the rest still applies.
• If we don't enforce a right straight away, we can still enforce it later.
• We'll send notices to your practice owner's email address. Send notices to us at [email protected].
• If we have a dispute, we'll both try to resolve it by talking first, and give it at least 30 days before starting court proceedings (unless urgent action is needed).

18. Law

These terms, and any dispute about them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Contact

Jacob Norton, a sole trader trading as Octotax. Email [email protected].