TERMS OF USE OF CLOCKWORK
(version 1.1 – 2021)
This document contains the terms upon which Users (as described in section 3 below) may use Clockwork. The headings in this document are for convenience only and shall not affect its interpretation.
1. WHO OR WHAT IS CLOCKWORK?
We are Clockwork Accounts Limited, a limited company registered in Ireland under company number 634658. Our offices are at Suite 4, Plaza 256, Blanchardstown Corporate Park 2, Ballycoolin, Dublin 15, Dublin, D15F29R, Ireland. We operate an online platform called Clockwork. Clockwork is owned and maintained by us. Where we deem it appropriate, Clockwork may refer to related companies and/or relevant licensees.
Clockwork is an online platform that connects accountancy firms with accounting and tax professionals for the purposes of outsourcing accounting and tax projects on a commercial basis. In our business and in this document we refer to the accountancy firms providing the outsourcing as the "firms" and to the accounting and tax professionals who take up the outsourcing opportunities as the "freelancers".
2. WHAT SERVICES DOES CLOCKWORK PROVIDE?
The Clockwork platform facilitates registered Users, both firms and freelancers, by allowing them to:
identify prospective contracts for the outsourcing of accounting and tax projects;
engage with the other party to those prospective contracts;
contract for the outsourced projects through Outsourcing Contracts;
pursue optimum workflow practices during the course of the outsourced projects;
effect and receive payments between the firm and the freelancer; and
review/rate and be reviewed/rated for the purposes of future projects.
The focus of the Clockwork platform is on the following project areas:
accounts preparation;
bookkeeping;
payroll;
taxation;
business planning;
other related areas.
Clockwork reserves the right at any time to change the breadth or nature or focus of the services provided through the platform. Users' ongoing registration with or use of the platform does not fetter this right in any way. Nor does it entitle Users to continued provision or availability of any Clockwork services or facilities.
Clockwork's services and facilities are available only in select jurisdictions.
3. WHO ARE THE USERS OF CLOCKWORK TO WHOM THESE TERMS APPLY?
These are the terms of use to which all Users agree. Users include both persons who casually use or browse the Clockwork platform as a visitor prior to or without registering with the platform and persons (either legal persons or natural persons) who register with us in order to fully avail of the services, features and functionality of Clockwork. Registered Users will for the most part be firms and freelancers.
In order to avail of the Clockwork services Users may be required to re-affirm acceptance of these Terms of Use upon registration as a registered User.
Where a User is a natural person, the User must have reached the age of 18 years of age (i.e. the requisite minimum age for contractual capacity in Ireland). Minors and persons not of the requisite minimum age cannot use the Clockwork platform. By accessing the platform the User, who is a natural person, is representing and warranting that the User has reached the age of 18 years old.
4. DO USERS NEED TO AGREE TO THESE TERMS?
Yes, all Users agree to be legally bound by and to act in accordance with these Terms of Use. If any User does not fully read and accept these Terms of Use or if a User disagrees with any of these Terms of Use, the User is not permitted to, and the User agrees not to use, Clockwork or its facilities or services.
We may revise, amend, edit or modify these Terms of Use from time to time and will update these Terms of Use with those revisions as and when appropriate. Users are required to agree to periodically review the current version of these Terms of use. Users' continued use of the Clockwork platform will constitute agreement to any updates or revisions. Users'express and updated agreement to any new Terms of Use may also be required fromtime to time by Clockwork before further use is permitted.
5. Users' permitted use of the platform is limited
Users are permitted to access and to browse the Clockwork platform and to avail of the services of the platform solely in accordance with these Terms of Use. For this purpose Users are granted a limited, non-exclusive, revocable licence to access and use Clockwork.
A User's right to access and use the Clockwork platform and to register for and to use the services and facilities on the Clockwork platform is personal and is not transferable to any other person or entity. Users may not authorise others to use any User account identification, username or password.
Users are not permitted to use the Clockwork platform other than for the following purposes:
viewing and interacting with the platform's content,
registering with us,
adding content to a User's own profile and display,
accessing and reviewing projects, prospects and workflow processes,
interacting through Clockwork interface in the terms permitted by the platform,
availing of the payment facilities for the purposes identified on the platform,
participating in workflow processes,
purchasing subscriptions and paying fees to us, the owner of the platform,
transferring to other platforms or websites through links provided on this platform,
disseminating information about the User to the extent permitted by these Terms; and
making use of other facilities or services (including review and rating services) that may be provided on the platform from time to time for the purposes that are identified on the platform from time to time.
For the avoidance of doubt, the licence granted to Users does not include any collection, aggregation, copying, display or derivative use of the services or the platform nor any use of data mining or similar data gathering and/or extraction tools for any purpose unless expressly permitted by us. For the avoidance of doubt, screen-scraping or other commercial exploitation of Clockwork platform is prohibited without our (the owner's) express, written, advance consent.
6. Registration
Users who wish to access and use the main facilities and services on the Clockwork platform will be required to complete a registration process. The registration process for Users, and particularly for firms, may include meetings, interviews or formal engagement outside the platform. Upon registration, Users will be provided with an account, username and password.
The registration process collects data from Users for the purposes of facilitating outsourcing. The data is held and processed by us in accordance with these Terms of Use and the provisions of Clockwork's Privacy Statement. The numerous data fields in the registration process are intended to enable Clockwork's functionality and, particularly, to facilitate User introductions, accurate profiling, suitability, reviews and the timely and accurate exchange of project information.
As part of the registration or the post-registration process, Users hereby authorise Clockwork to make any reasonable enquiries, directly or through third parties, in order to validate Users' identities. Users must provide Clockwork with such reasonable information as is requested (e.g. personal data, such as a date of birth, or corporate documentation, such as a certificate of incorporation) that will allow Clockwork to reasonably identify a User. Users must also provide such reasonable documents and information as are requested of them to, for example, verify credentials or qualifications or to verify ownership of email addresses, companies, webpages, etc.
User must also, upon request, provide copies of identification documents (such as a passport, driving licence and/or a recent utility bill which shows a residential address). Users may also be interviewed to validate any information or a User's identity.
Clockwork reserves may suspend or terminate any User account or access to any or all parts of the Clockwork platform or services (including payment services) in the event that we are unable to obtain or verify User information.
7. OUTSOURCING CONTRACTS
Where, following an introduction between two registered Users over the Clockwork platform, the firm of the two engages the freelancer on a commercial basis to perform a task or project, and the engagement occurs either within one year of the introduction (or within one year of the end of their last engagement that followed an introduction), the firm and the freelancer shall enter, and will be deemed to have entered into, a bipartite Outsourcing Contract.
Where, following an introduction between two registered Users over the Clockwork platform, one of the two introduces the other to a third party and such introduction results in an engagement of the other by or of the third party for outsourced services, the party contracting with the third party shall enter, and will be deemed to have entered into, a bipartite Outsourcing Contract with the third party.
For the purposes of this section, an "introduction" means the transmission of information which identifies the User [and/or means the firm's interview of a freelancer (whether in person or remotely) following the firm's interaction with the freelancer over the Clockwork platform.
For the purposes of this section, a reference to a "firm", "freelancer" or "User" shall include any person or entity under the control or direction of that firm, freelancer or User or under the control of direction of the owners or promoters of that firm, freelancer or User.
For the purposes of this section, an engagement means an engagement for services through contracting, employment, retainer or otherwise as the parties may agree, provided always that no partnership or other relationship shall automatically be deemed to exist as a result of such engagement.
In all cases an Outsourcing Contract shall incorporate or be deemed to incorporate the agreed terms of delivery of the appropriate services and project, an acknowledgment of these Terms of Use, the Users' Charter, and all applicable laws. Users agree that any Outsourcing Contract shall in no way conflict with or be inconsistent with these Terms of Use or with the Users' Charter. Any conflicting or inconsistent term shall be superseded by the appropriate provision of the Users' Charter and/or these Terms of Use.
Notwithstanding any other provisions, it shall be a term of all Outsourcing Contracts that:
all fees, including any applicable taxes and outlay, shall be paid to the freelancer on the terms and within the time agreed between the firm and the freelancer;
the parties will make procure that all fees, including any applicable taxes, shall be paid to Clockwork on the terms and within the time agreed between the Users (or either of them) and Clockwork.
The responsibility for complying with and enforcing the bipartite Outsourcing Contracts shall be solely a matter for the contracting parties. Clockwork shall have no legal duties or responsibilities towards any party under any Outsourcing Contract.
8. CERTAIN USE IS PROHIBITED
Neither the Clockwork platform nor any part of the platform may be copied, reproduced, distributed, displayed or otherwise used or exploited for any commercial purposes, except as expressly permitted in the Terms of Use or by us.
Users may not establish and/or operate links to the Clockwork platform without our (the owner's) prior written consent. Such consent may be withdrawn at any time at our (the owner's) discretion. A limited exception is provided by way of licence, which is revocable at will, to general purpose internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the platform.
Unless otherwise agreed with us, Users must not advertise an external website, product or service on the Clockwork platform. Any website address posted on the platform must relate to an outsourcing enquiry or opportunity or to an Outsourcing Contract.
Clockwork may immediately suspend or terminate any User's registration with the platform without notice or explanation in the event of any breach or cause whatsoever which in our view, acting entirely at our discretion, make the suspension or termination appropriate. The limit of any redress in any such circumstances shall be a refund of any registration fee paid pro rata the period remaining to which the fee applied.
Clockwork may modify, reclaim or remove any username associated with an account for any reason (including for reasons related to unlawful or unauthorised usage of proxy IP's, etc.) and we shall be under no obligation to retain a record of any account so terminated (otherwise than in accordance with law) or any information that was kept in respect of that account.
9. Users' further responsibilities when using the platform
Upon registering on the platform Users will be provided with an account, username and password. Each User is responsible for maintaining the confidentiality of the username and password so that use that has not been authorised by us is prevented. Users agree to notify us of any unauthorised use of account details. In order for our services and platform to function effectively, Users must also keep their registration information accurate and up-to-date. If Users do not do this, the accuracy and effectiveness of the services to them may be affected.
Users must not attempt to interfere with the proper working of the platform and, in particular, users must not attempt (or procure that others attempt) to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, platform, router or any other Internet-connected device. Users are not permitted to make copies for any personal or commercial use of any content, services, products, images, displays or other items provided by Clockwork.
Users expressly authorise Clockwork to use any information and/or content posted on the Platform to promote the Platform in general or an individual profile or account in particular. For this purpose each User automatically grants to Clockwork, and each User represents and warrants that the User has the right to grant to Clockwork, an irrevocable, perpetual, unconditional, royalty-free, worldwide, non-exclusive license to use, copy, perform, display and distribute such information and content for the purposes of Clockwork's operations and business and to prepare derivative works of, or incorporate into other works, such information and content. For the avoidance of doubt, however, this licence is given subject to and without prejudice to Clockwork's confidentiality obligations to Users and to other protections that are imposed on Clockwork by these Terms of Use and/or by law.
Clockwork may display advertisements or promotions on the platform. Clockwork shall not be responsible for any loss or damage of any kind incurred by you as a result of the presence of such advertisements or promotions or any subsequent dealings with third parties. Users shall not modify, sell, distribute, appropriate or create derivative works based on such advertisement and promotions.
10. Community standards
Users are required to maintain standards in their communications and dealings with all Users and parties with whom they come into contact and communicate with when availing of the Clockwork platform, its services, workflow processes and/or its fora. Users agree that the outsourcing services on the Platform are to be received and engaged with in an atmosphere of professional decorum, respect and community, which all Users of a professional services are reasonably entitled to expect.
Users of the platform are generally required to:
adhere at all times with the Users' Charter (see below);
engage with Clockwork's agents and with any prospects or third parties identified and/or introduced through the platform in a respectful, timely and appropriate manner;
provide accurate information about one's credentials, background, experience and learning;
be professional in all communications with Clockwork's agents and with any prospects or third parties identified and/or introduced through the platform; and
inform Clockwork immediately of any lapse in the maintenance of standards.
In providing the facilities through the Clockwork platform, we do not actively monitor (in real time or otherwise) the display, transmission and exchange between Users over the platform of any information, documentation, images or other content that is accessible to Users save as required by the laws of applicable jurisdictions.
Notwithstanding that we do not actively monitor (in real time or otherwise) the transmission of information and exchanges between Users, we reserve the right to monitor all uses of the services and facilities of the Clockwork platform in order to determine that all usage is in compliance with these Terms of Use and with all other agreements and all applicable laws. In addition, we reserve and unconditional right to review, audit and remove any material that is accessible by or transmitted through the services on the Clockwork platform that in our sole discretion we deem a violation of any laws, agreements, charters or standards.
11. Confidentiality
We will keep confidential all information supplied by Users to Clockwork and shall use or disclose and process such information only for the purposes, and on the bases, for which such information was collected or as required by law. Users are referred to the latest Clockwork Privacy Statement.
12. Intellectual property
The contents of the Clockwork platform and all logos, layouts and colour schemes are protected by copyright and trade-mark laws and by intellectual property rights under Irish and foreign laws and treaties. In this context we (the owner) grant Users a limited, personal, non-exclusive license to view and, where expressly permitted, download the contents and material contained on this platform for the use permitted by these Terms of Use. All copyright and other propriety notices contained in our material on the Clockwork platform must be preserved and retained.
Users may not sell, decompile, reverse engineer or modify the contents and material or reproduce, display, publicly perform, distribute, or otherwise use the contents and material in any way for any public or commercial purpose. You may not make copies for any commercial use of same.
Users may not post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights and except as otherwise permitted by law. Users who submit any user content to the Platform must ensure that the content uploaded does not infringe any third party rights or copyrights. Clockwork does not mediate or otherwise police the content created by Users for the Platform.
Users acknowledge and agree that all copyright in any User-created content that is left by way of comments, reviews, feedback, ratings vest in Clockwork. Users must not use any such content either within or outside the platform in any way inconsistent with Clockwork's express permissions from time to time.
13. Fees, CHARGES and CANCELLATIONS
Certain functionalities and services on the Clockwork platform are available to registered Users in return for the payment of subscriptions or fees.
Subscription Charges: Use of the Clockwork platform by firms is largely subscriber based. Users will be informed about subscription charges in advance of initial use of the relevant functionality or services and upon the renewal of same after the agreed period. Upon payment of the applicable charges, and for the duration of an agreed schedule of payments, the relevant functionality and services will be provided for the agreed period.
Other Fees: Some use of the Clockwork platform is also fee based. Fees may be based on discrete events, such as, for example, when fees payable to Clockwork are based on the payment terms of Users' Outsourcing Contracts. Fees may also be applied for discrete or bespoke services.
Information about all charges and fees is available through the Clockwork platform and/or from us. Clockwork may change the charges and fees in effect or institute new rates at any time, upon reasonable notice posted on the platform while at all times observing the User's right to cancel when new rates affect services that have already been subscribed to.
Users agree to pay to Clockwork all applicable fees and/or charges upon the payment terms and invoicing terms then in effect. Payment obligations are not affected by subsequently inactive accounts or low or no usage. Confirmation of all orders, plans, schedules and payments will be made available in durable form. Invoices will be made available in durable form.
Users of the Clockwork platform agree to be bound to the following payments terms:
Fees payable to Clockwork are exclusive of any applicable taxes, of any interest or fees charged by banks and/or by credit card companies and are exclusive of any fees associated with connecting to the platform.
All payments made for platform services are payable through the payments system on the platform. The Clockwork platform does not store any payment information on the platform.
Discrete fees (e.g. for Outsourcing Contracts) are usually a single payment. Subscription charges are usually recurring monthly charges that will be automatically charged to Users' accounts on a set day each month commencing on the date of purchase until the subscription is cancelled.
If a User is not satisfied with the services that have been provided for any reason, the User may contact us in writing by email to info@clockworkaccounts.com stating the reason for the refund request. All requests for refunds will be reviewed and at our sole discretion a full or partial refund may be granted in a single payment or set off against other payments. In the absence of the exercise of our sole discretion to give a refund, all payments made are non-refundable.
To manage or cancel a subscription at any time, Users may do so on the platform's dashboard. Users are solely responsible for their own tax reporting and payment obligations. Clockwork shall not provide any tax advice to Users.
14. Limitation oF our liability
We at Clockwork will not be held liable for any direct or indirect losses and/or damages arising from the use of the Clockwork platform or from the use of any information, products, services, communications or materials that are available through the Clockwork platform or from the use of any other platform to which the Clockwork platform directs a User or provides a link. The exclusion of our liability extends to any damages, including, but not limited to any direct, indirect, special, punitive, consequential damages (including, but not limited to any economic loss, damages for loss of profits, business interruption or damage to reputation) or any other damages howsoever arising.
Users' access and use of the Clockwork platform may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the platform or other actions that we in our sole discretion may elect to take. Should the services be interrupted in the terms described in these Terms of Use, we are not responsible for any loss resulting from a User's use of (or inability to use) any of the platform services, content or communications.
While every effort is made to ensure that all information on the Clockwork platform is accurate (by way, for example, of requiring Users to meet the terms of the Users' Charter) and that all firms and freelancers meet the requisite standard, we as owner do not accept any liability for errors, omissions or defects on the content of the platform or for any unauthorised access or alterations to the platform. We do not guarantee or warrant the accuracy, completeness or usefulness of any content of information, including but not limited to opinions, advices, directions, representation or statements that are published or made available through the platform. We shall in no way be responsible for any loss or damage of any sort resulting from any reliance on the content posted on the platform.
Where the Clockwork platform includes references to Users - both firms and freelancers - this does not indicate that we endorse or recommend any these firms or freelancers. The owner does not endorse, recommend or make any representations in relation to the requirements or services of the Users. If a User chooses to engage with another User through an Outsourcing Contract or otherwise, the User does so at its own risk. Notwithstanding and without prejudice to this, the owner attempts through vetting processes and review processes to ensure that Users are of the requisite standard.
In fact, notwithstanding Clockwork's strict registration and verting processes, we cannot and do not confirm any User's purported identity on the Clockwork platform. We may provide information about a User, such as name and a geographical location. However, such information is based in large part on data that a User submits and we provide such information solely for the convenience of Users.
Third-party content, prices, rates, information and dates quoted through the platform are for reference only and that content and those prices, rates, information and dates do not form any part of a legal contract, agreement or understanding between a User and us.
For the avoidance of doubt Clockwork facilitates your interactions, engagements and payment processes with third parties. Clockwork does not undertake or represent that a User will identify and engage with a firm or freelancer. In no event shall we be liable for the quality, standards or timing of any services of any Users.
To the extent, if ever, that any cause is found to be actionable against us, our liability for same shall be limited to the amount of the most recent fee or charge paid to Clockwork by the claimant pursuant to these Terms of Use.
15. Users' indemnification of us
Each User agrees to indemnify, defend and hold harmless Clockwork, its associated companies, officers, servants and agents, against any and all losses, claims, expenses, awards, damages, costs and expenses (including legal expenses reasonably incurred) arising from its use of the Clockwork platform (including the introduction by Users of malware), from its entering into any Outsourcing Contracts, or from any breach by it of these Terms of Use, including, without limitation, any breaches of the Users' Charter.
Where a User has incurred any liability to Clockwork, whether under these Terms of Use or otherwise, and whether such liability is liquidated or unliquidated, Clockwork may set off the amount of such liability against any sum that would otherwise be due to the User under this Agreement.
16. USERS' privacy
See the Clockwork Privacy Statement for details on how we comply with our obligations under Data Protection legislation. An updated copy of the Privacy Statement is published on the Clockwork platform from time to time.
17. USERS' CHARTER
See the Clockwork Users' Charter for details of the standards that all Users must uphold. An updated copy of the Users' Charter is published on the Clockwork platform from time to time.
18. CLOCKWORK's complaints' handling policy
Should Users have any complaints in relation to the Clockwork services or platform, please contact us in writing with details of the issues that have arisen and the remedies that you seek. We will seek to address your complaints in a timely manner.
19. How to contact us
If you have any questions on these Terms of Use, our Privacy Statement or our Users' Charter, please contact us by email to info@clockworkaccounts.com.
20. Governing law and jurisdiction
All Users, including any party on whose behalf they are acting, submit for the purposes of any dispute arising from such use to the exclusive jurisdiction of the Court of Ireland and to the application of the laws of Ireland.