ExpenseCube business terms of service
Last updated March 2019.

These are the terms and conditions governing the use of the ExpenseCube product. If you are looking for our website terms please go to ExpenseCube Website Terms and Conditions.

ExpenseCube is the trading name of ProCube Limited (“ProCube” or “we”) the developer and provider of the ExpenseCube range of expense management software, invoicing, bill processing, applications and other related financial tools and services.

These offerings are provided through an application you download to your mobile device (the “Application”) and at the Internet site www.ExpenseCube.com (the “Site” and, together with any related software, tools and services provided in connection with the Application or Site, the “ExpenseCube Service”).

Please read carefully the following terms and conditions (“Terms of Service”) and our Privacy Policy, which may be found on our website at https://www.ExpenseCube.com/privacy and which is incorporated herein by reference into these Terms of Service. These Terms of Service govern your access to and use of the ExpenseCube Service and all Site Content and constitute a binding legal agreement between you and ProCube.

You acknowledge and agree that, by clicking on the “accept terms” button, registering for an ExpenseCube account, downloading of the application or any application upgrades, using the application on your mobile device, or accessing or using the ExpenseCube service, or by downloading, submitting or posting any content from, or on, or through the ExpenseCube service, you are indicating that you have read, understand and agree to be bound by these terms of service. If you do not agree to these terms of service, then you have no right to access or use the ExpenseCube service or site content.

If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Definitions
“Access Device” means phone, tablet, laptop, personal computer or any other device used to access your account.
“Content” means text, graphics, photos, music, software, audio, video, information or other materials.
“Corporate Member” means a Member that is a company or other legal entity, rather than an individual.
“ProCube Content” means Content that ProCube makes available through the Site or ExpenseCube Service, including any Content licensed to ProCube from a third party, but excluding Member Content.
“Member” means a person or entity that completes the ExpenseCube account registration process, as described under “Account Registration” below.
“Member Content” means Content that a Member posts, uploads, publishes, submits or transmits to be made available through the ExpenseCube Service.
“Site Content” means ProCube Content and Member Content.
Account Registration and Security
In order to access the ExpenseCube Service, you must register to create an account (“Account”) and become a Member. When registering with ProCube you agree to: (a) provide true, accurate, current and complete information about yourself (or, if applicable, the Corporate Member you represent) as prompted by the ExpenseCube Service’s registration form (such information being the “Registration Date”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the ExpenseCube Service (or any portion thereof).

You may not authorise any third party (other than, if applicable, the employees, consultants or agents of the Corporate Member you represent) to access or use the ExpenseCube Service on your behalf. You are responsible for maintaining the confidentiality of your user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify ProCube of any unauthorised use of your user ID or password or any other breach of security. ProCube cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, we will use this email address to send you notifications about ExpenseCube product updates and improvements, company news and events, and updates from our community.

Fees and Payment
Unless specified otherwise, all charges are in pounds sterling and exclude VAT. Specific charges for the ExpenseCube range of services can be found in the ExpenseCube Pricing Schedule.

An invoice will be automatically sent to your designated email address at the time of purchasing the relevant service.

ProCube reserves the right to vary the ExpenseCube pricing on giving you 28 days’ notice.

Free Evaluation
The ExpenseCube service is available to members, once registered, to evaluate on a free trial for up to 30 days. The free trial enables a member to fully test the service. These terms of service apply during the free trial period.

Customer Data
For the purpose of this clause the following terms have the following meanings:

“Data Protection Legislation” means the EU Data Protection Directive 95/46/EC until 25 May 2018 and the GDPR on and from 25 May 2018, together with all other applicable laws and regulations relating to the processing of personal data and privacy, including without limitation, any binding guidance and codes of practice issued from time to time by any relevant supervisory authority.
“GDPR” means the General Data Protection Regulation (EU) 2016/679
References to “controller”, “processor”, “processing”, “data subject” and “personal data” shall have the same meaning as defined in GDPR.
The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at https://www.ExpenseCube.com/privacy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier acting reasonably and in good faith.

In supplying the Services to the Customer under this Agreement the Supplier may need to process personal data on the Customer’s behalf including:

the name, home address and email address (including in some cases personal email address) of each User;
an employee IP address for each User;
information which may be contained within expense receipts to the extent this includes personal data of Users; and
custom field data to the extent this includes personal data of Users.
The parties record their intention that in respect of personal data processed by the Supplier on the Customer’s behalf under this Agreement the Customer shall be the data controller and the Supplier shall be a data processor.

Each party shall comply with the obligations imposed on it by applicable Data Protection Legislation in respect of personal data made available in connection with this Agreement.

The Supplier shall:

process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time; and
take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage to ensure a level of security appropriate to: (i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and (ii) the nature of the data to be protected. Such measures shall be of at least the minimum standard required by Data Protection Legislation and be of a standard no less than the standards compliant with good industry practice for the protection of personal data.
From 25 May 2018, the Supplier shall comply with its obligations as a processor under the GDPR and shall comply with the processor obligations that are required to be incorporated into processor agreements under the GDPR as if they were set out in full in this Agreement, including Article 28 of the GDPR.

The parties agree to provide such additional information and cooperation to the other as is reasonably necessary to enable them each to comply with their respective obligations under Data Protection Legislation in relation to the personal data.

The Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer’s behalf.

Appropriate Usage of Service
We have a fair use policy that allows each user to upload 200 scanned receipts per month. In the event of this limit being breached we reserve the right to suspend the scanning service for that user.

It is not permitted to use any of the ExpenseCube services for illegal or unreasonable activities. Members who post threatening or demeaning content will have their account closed. Deliberate misuse of the ExpenseCube service, will cause the member account to be closed immediately. In the event of closure of the account any outstanding monies will fall due immediately and pre-paid monies will be forfeited.

If you have not followed the above guidelines, you agree to indemnify us against any costs, fines or other losses we may incur as a result of any claims or legal proceedings that are brought or threatened against us by any third party.

You acknowledge that ProCube has no obligation to monitor your access to or use of the ExpenseCube Service, or to review or edit any Member Content, but has the right to do so for the purpose of operating the ExpenseCube Service, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Receipt scanning
A member may switch “receipt scan” functionality on or off within advanced settings in admin section.

When switched on we will usually scan a receipt within two minutes of it being received by our system during normal office hours, 9.00-17.00 hours, UK time, Monday to Friday. For improved accuracy we use automated scanning technology followed by an employee scan to provide a second tier of checking. Account and user information is anonymised prior to employees scanning receipts. If a receipt cannot be scanned the message “no data found“ will be returned to the user/member.

ProCube does not guarantee the accuracy of information entered using “receipt scan”. You agree it is your responsibility to check the information is accurate before an expense is submitted.

ProCube does not guarantee that a receipt will be scanned within any timescale.

You acknowledge that “receipt scan” service is provided “as is” and may not meet your expectations or requirements. In the extremely rare event that this should happen ProCube accepts no liability for any loss or damage or inconvenience resulting from your use of this part of the service.

Turning “receipt scan” off does not have an impact on any other part of the service.

Variation
Except where explicitly stated in this agreement, ProCube reserves the right to vary the terms of this Agreement, or the nature of the Service, at any time. ProCube will inform you of any such changes through email, or such other medium, as ProCube considers appropriate.

Limitation of Liability
Neither party’s liability for:
(a) death or personal injury caused by that party’s negligence or the negligence of that party’s employees or agents;
(b) fraud or fraudulent misrepresentation; or
(c) anything else that may not be excluded or limited by applicable law; is excluded or limited by this agreement.

We accept liability for reasonably foreseeable losses arising as a direct consequence of breach by us of our statutory duty. However we shall not be liable where the causes or potential causes of the loss: (a) were not reasonably foreseeable by both parties; and/or (b) were known by you, but not us, at the time that the agreement was entered into; and/or (c) arose from use of our products or services for purposes other than those for which they were intended; and/or (d) were reasonably foreseeable and preventable by you such as those arising from, by way of example only, loss of data or information where you have failed to back up copies of important data; or (e) where such loss is caused by your failure to follow our reasonable instructions or those of our authorised agent(s) to prevent such losses occurring.
You shall use all reasonable endeavours to mitigate any losses which you might otherwise incur.
Subject to Clauses 1 and 2, we do not accept any liability under or in relation to this agreement or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any:
(a) loss of profits;
(b) loss of or damage to reputation;
(c) loss of contracts;
(d) loss of customers;
(e) wasted management or other staff time; or
(f) indirect, special or consequential loss or damage; and for the purposes of this clause the term “loss” includes a partial loss or reduction in value as well as a complete or total loss.

Subject to Clauses 1 and 2, our aggregate liability arising under or in connection with this agreement, whether in contract, tort or otherwise will not exceed an amount equal to the total amount paid or payable by you under this Agreement in the year in which the cause of action arose.
No conditions, warranties or other terms apply to any products and/or services supplied under this agreement except to the extent that they are expressly set out in this agreement and all terms, conditions, warranties and representations that might be implied by law or otherwise are excluded.
License granted by ProCube.

Subject to your compliance with these Terms of Service, ProCube grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on your access device and run such copy of the Application solely for your own personal or business use.

Intellectual Property Rights
You undertake to comply with the terms of any software licence agreement reasonably required by ProCube in respect of any software made available to you under this agreement (“Software Licence”).

You acknowledge and agree that all intellectual property rights in the services and any associated software supplied in connection with this agreement are vested and shall remain vested in ProCube, or the relevant third party licensors, as appropriate, and all such rights are expressly reserved. All rights and goodwill in and to the names, ‘ProCube’ and ‘ExpenseCube’ any associated logos, trade marks, devices or designs used by ProCube or referred to in any marketing or other materials used in connection with the services supplied under this agreement are strictly reserved to ProCube or the applicable licensor. Accordingly, you may not refer to or use such marks without the prior written consent of ProCube or the applicable licensor.

Intellectual Property Rights Indemnities
ProCube will indemnify you against all costs, liabilities, damages, losses and expenses suffered and/or incurred by you in connection with any third party claim in respect of an infringement of intellectual property rights arising directly out of those services and software supplied by ProCube to you, on condition that you undertake to:

(a) notify ProCube promptly in writing of any allegation of infringement;
(b) make no admission relating to the infringement or do anything which may prejudice in any way our ability to defend such a claim on our products or services;
(c) allow ProCube or its agents to have sole conduct of all negotiations and proceedings and give all reasonable assistance in doing so (ProCube will pay your reasonable expenses for such assistance).

(“Claim”). If we receive prompt notice of such a Claim that, in our reasonable opinion, is likely to result in an adverse ruling, we may at our option:

(a) obtain a right for you to continue using the products or software in question or allow us to continue performing the services;
(b) modify the software or the services to make them non-infringing;
(c) replace such software or services with something materially similar which is non-infringing (provided that the modification does not materially affect the performance of the services or the software, as applicable); or
(d) refund any prepaid fees for the allegedly infringing services that have not been performed or provide a reasonable depreciated or pro rata refund for the allegedly infringing services or software.The provisions of this Clause shall be your sole and exclusive remedy in respect of any Claim.

Termination and Cancellation
You may cease use of the ExpenseCube service at any time without notice. We will not provide a refund for any remaining prepaid period. You will still have access to your data for a period of three months after termination and should you wish you will be able to transfer all your historic data during this period.

We reserve the right to terminate or suspend your use of the service without notice in the event of inappropriate use of the service or if you breach any of these terms (including non-payment of overdue invoices) and you do not remedy the breach within 14 days of being notified of the breach. In the event of termination or suspension of service any monies owing become due immediately and all rights and licences granted under this agreement shall come to an end.

Termination shall not affect all rights and duties that have accrued up to and including the date of termination.

Force Majeure
We are not liable for any failure to perform our obligations if we are prevented from doing so by an event beyond our reasonable control (which may include, without limitation, strikes; labour disputes; acts of God; war; riot; civil action; malicious acts or damage; compliance with any law, governmental or regulatory order, rule, regulation or direction; any act or omission of any government or other competent authority; accident; equipment or services failure, including the unavailability of third party telecommunications services, lines, or other equipment; fire; flood or storm).

Governing Law
This agreement shall be construed in accordance with English law and you and we agree to submit to the exclusive jurisdiction of the English Courts in respect of any dispute or matter arising out of or in connection with the service.

Entire Agreement
These Terms of Service constitute the entire and exclusive understanding and agreement between ProCube and you regarding the ExpenseCube Service and Site Content, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between ProCube and you regarding the ExpenseCube Service.

Assignment
You may not assign or transfer these Terms of Service, without ProCube’s prior written consent. ProCube may assign or transfer these Terms of Service, at its sole discretion, without restriction.

General
The failure of ProCube to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of ProCube. Except as expressly set forth in these Terms of Service, the exercise by either party of anyof its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.

Contacts
Email: gdpr@ExpenseCube.com
Phone: 0300 043 2234
Address: Tarraby Farm, Tarraby, Carlisle, Cumbria, CA3 0JS
ExpenseCube is the trading name of ProCube Limited a limited company registered in England, with the registration number of 09456735
VAT registered with the number GB 268242392
Registered address: Tarraby Farm, Tarraby, Carlisle, Cumbria, CA3 0JS