0. Who we are

We are Trove Data Ltd (“Trove”), a company incorporated in England and Wales with registered number 16234512 at Companies House and whose registered office is at 63 Clapton Square, London, United Kingdom, E5 8HE.

1. Agreement to Terms

By accessing or using Trove’s services (“Services”), you (“Customer”) agree to be bound by these Terms and Conditions (“Terms”). If you are using the Services on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms. These Terms are governed by the laws of England and Wales.

In these Terms: “Documentation” means the user guides, help materials, and product descriptions made available by Trove from time to time, whether within the product or at trove.works; and “Order Form” means any ordering document or online plan selection agreed between Trove and Customer specifying the Services, plan, and fees.

2. Services Description

Trove provides business-to-business software-as-a-service solutions for statement delivery and credit control. The specific features, functionality, and applicable plan for the Services are as set out in the Documentation and/or any Order Form agreed between Trove and Customer.

3. Account Registration and Security

3.1. To access the Services, Customer must create an account and provide accurate, current, and complete information.

3.2. Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under their account.

3.3. Customer must notify Trove immediately of any unauthorised access or security breaches.

4. Subscription Terms and Payment

4.1. The subscription term is 30 days rolling by default. Fees are as set out in the applicable Order Form or as otherwise agreed in writing, and vary according to the plan selected within the product.

4.2. All fees are exclusive of VAT and must be paid in advance of delivering the service unless otherwise specified in writing.

4.3. Trove reserves the right to change subscription fees upon 30 days’ notice before the renewal term.

4.4. Invoices are payable upon receipt. Where payment is not made, Trove reserves the right to charge interest, fees, and costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and to pursue recovery through legal action if necessary (we hope it will never come to that - it is the point of the whole product after all).

4.5. If payment is not received by the due date, Trove reserves the right to suspend or disable access to the Services until all outstanding amounts are settled in full. Suspension of Services does not affect Trove’s right to recover payment, interest, or other costs in accordance with these Terms.

5. Free Trials

5.1. Trove may offer free trial access to the Services. Trial access is provided “as is” and “as available”, without any warranty of any kind, and may be modified, suspended, or withdrawn by Trove at any time without notice.

5.2. Notwithstanding any other provision of these Terms, Trove’s total aggregate liability arising out of or in connection with any free trial shall not exceed £100.

5.3. Any Customer Data uploaded during a trial may be permanently deleted 30 days after the trial ends unless Customer converts to a paid subscription.

6. Data Protection and Privacy

6.1. Both parties shall comply with all applicable requirements of the UK Data Protection Legislation, including the Data Protection Act 2018 and UK GDPR.

6.2. Customer retains all rights to Customer Data uploaded to or created within the Services, subject to clause 7.6.

6.3. Trove acts as a Data Processor and Customer as a Data Controller as defined in the UK GDPR.

6.4. The parties shall enter into a separate Data Processing Agreement detailing the nature and purpose of processing.

6.5. Trove will maintain appropriate technical and organisational measures to protect Customer Data.

7. Customer Data and Responsibilities

7.1. “Customer Data” means all data, information, and content that Customer uploads to, inputs into, or generates within the Services, and all communications composed, scheduled, or sent by Customer using the Services.

7.2. Customer is solely responsible for the accuracy, quality, legality, and reliability of all Customer Data, and for the content of all communications sent using the Services.

7.3. Customer warrants that it has all necessary rights, consents, and lawful bases to upload Customer Data to the Services and to send communications to its own customers and other recipients using the Services.

7.4. Customer is responsible for ensuring that any debt, sum, or obligation referenced in a communication sent using the Services is accurate and lawfully due, and that each such communication complies with all applicable laws and regulations, including those governing debt collection and consumer protection.

7.5. Trove processes and acts upon Customer Data as provided and instructed by Customer and is under no obligation to verify its accuracy or lawfulness. Trove shall have no liability for any loss, claim, or damage arising from inaccurate, incomplete, unlawful, or misleading Customer Data, or from communications composed, scheduled, or authorised by Customer.

7.6. Trove may create and use anonymised, aggregated data derived from Customer Data and Customer’s use of the Services for the purposes of operating, analysing, improving, and marketing the Services, provided that such data does not identify Customer or any individual.

7.7. Following termination or expiry of the subscription, Customer may export Customer Data from the Services for a period of 30 days. After this period, Trove may delete Customer Data from the Services, subject to any legal retention obligations and to residual copies held in routine backups, which shall be deleted in the ordinary course.

8. Acceptable Use

8.1. General Restrictions

Customer agrees not to:

  • Use the Services for any unlawful purpose

  • Attempt to gain unauthorised access to the Services

  • Transmit malicious code or interfere with the Services’ operation

  • Exceed any usage limits specified in the Order Form

    8.2. Communication Standards

When using the Services to send payment reminders or other communications to their customers, Customer agrees to:

8.2.1. Use the Services in a professional and ethical manner, maintaining appropriate business standards in all communications.

8.2.2. Refrain from sending communications that:

  • Contain harassing, abusive, or threatening language

  • Include false or misleading information about payments or obligations

  • Are designed to intimidate or cause undue distress

  • Violate any applicable laws or regulations regarding debt collection practices

    8.3. Monitoring and Enforcement

Trove reserves the right to suspend or terminate access to the Services if Customer engages in abusive practices or violates these acceptable use terms. Any breach of this clause 8 is subject to the indemnity given by Customer at clause 13.

9. Intellectual Property Rights

9.1. The Services, including all software, designs, and content, are owned by Trove and protected by UK intellectual property laws.

9.2. Customer receives a limited, non-exclusive licence to use the Services during the subscription term.

9.3. If Customer provides Trove with any suggestions, ideas, or feedback relating to the Services, Trove may use them freely and without restriction or obligation to Customer.

9.4. Unless Customer opts out by written notice to Trove, Trove may identify Customer as a customer of Trove, including by use of Customer’s name and logo, in its marketing materials and on its website.

10. Third-Party Services

10.1. The Services may interoperate with or depend upon third-party products and services, including accounting platforms, email delivery providers, and hosting infrastructure (“Third-Party Services”).

10.2. Trove does not control and is not responsible for the availability, performance, security, or acts or omissions of Third-Party Services, and shall not be liable for any loss arising from a failure, interruption, or change of a Third-Party Service, provided that Trove shall use reasonable endeavours to mitigate the impact of any such failure on the Services.

11. Confidentiality

11.1. Definition and Scope

“Confidential Information” means any non-public information disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, trade secrets, business information, customer data, and any associated documentation or materials.

11.2. Exclusions

Confidential Information excludes information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was known to the Receiving Party before disclosure by the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; (d) was independently developed by the Receiving Party without use of the Confidential Information.

11.3. Protection of Confidential Information

The Receiving Party shall: (a) use Confidential Information solely for the purposes of performing its obligations under these Terms; (b) protect Confidential Information using the same degree of care used to protect its own confidential information, but no less than reasonable care; (c) limit access to Confidential Information to its employees and contractors who need to know such information and are bound by confidentiality obligations; (d) promptly notify the Disclosing Party of any unauthorised disclosure or use.

11.4. Duration and Return

These confidentiality obligations shall continue for five (5) years after the disclosure of such information. Upon termination of the Terms or upon written request, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party.

11.5. Remedies

Each party acknowledges that breach of this section may cause irreparable damage and agrees that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other available remedies.

12. Warranties and Disclaimers

12.1. Trove warrants that the Services will perform materially in accordance with the Documentation.

12.2. Customer’s sole and exclusive remedy, and Trove’s entire liability, for breach of the warranty in clause 12.1 shall be for Trove to use reasonable endeavours to correct the non-conformity, or, where Trove is unable to do so within a reasonable time, to refund the fees paid for the affected Services.

12.3. Except as expressly set out in these Terms, and to the maximum extent permitted by law, the Services are provided “as is” and “as available”. Trove disclaims all other warranties, conditions, and terms, whether express or implied, statutory or otherwise, including any implied warranties or conditions of satisfactory quality, fitness for a particular purpose, and non-infringement. Trove does not warrant that the Services will be uninterrupted, timely, error-free, or free from harmful components, or that all defects will be corrected.

13. Indemnification

13.1. Customer shall indemnify and hold harmless Trove, its officers, employees, and agents against all liabilities, losses, damages, claims, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) any communication composed, scheduled, sent, or authorised by Customer using the Services, including any claim that such communication was harassing, abusive, threatening, false, misleading, defamatory, or in breach of any applicable debt collection, consumer protection, or data protection laws;

(b) Customer’s breach of clause 7 (Customer Data and Responsibilities) or clause 8 (Acceptable Use);

(c) the accuracy, legality, or content of any Customer Data;

(d) any claim brought by a recipient of a communication sent using the Services; and

(e) Customer’s breach of these Terms or violation of any applicable law.

13.2. Trove shall promptly notify Customer of any claim to which this indemnity applies. Customer shall have the right to control the defence and settlement of such claim, provided that any settlement imposing a non-financial obligation on, or requiring any admission by, Trove shall require Trove’s prior written consent (not to be unreasonably withheld or delayed). Trove shall provide reasonable cooperation at Customer’s expense.

14. Limitation of Liability

14.1. Nothing in these Terms shall limit or exclude either party’s liability for:

  • Death or personal injury caused by negligence
  • Fraud or fraudulent misrepresentation
  • Any liability which cannot be limited or excluded under applicable law

Nothing in these Terms limits Customer’s obligation to pay fees when due, or Customer’s liability under the indemnity in clause 13.

14.2. Subject to clause 14.1, neither party shall be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following, whether direct or indirect: (a) loss of profits; (b) loss of revenue; (c) loss of business or business opportunity; (d) loss of anticipated savings; (e) loss of goodwill or reputation; or (f) any indirect, special, or consequential loss.

14.3. Subject to clauses 14.1 and 14.4, Trove’s total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of: (a) the total fees paid by Customer in the twenty-four (24) months immediately preceding the event giving rise to the liability; or (b) £50,000.

14.4. Notwithstanding clause 14.3, Trove’s total aggregate liability for all claims arising from a breach of its data protection obligations under clause 6 or from a security incident affecting Customer Data or personal data shall not exceed £100,000 in aggregate.

15. Term and Termination

15.1. These Terms remain in effect for the duration of the subscription term. The subscription renews automatically every 30 days unless cancelled in accordance with clause 15.2.

15.2. Either party may cancel the subscription by giving notice at any time, with cancellation taking effect at the end of the then-current 30-day subscription period. Customer may cancel within the product or by written notice; Trove may cancel by written notice.

15.3. Either party may terminate for material breach upon 30 days’ written notice if the breach remains uncured.

15.4. Either party may terminate immediately by written notice if the other party becomes insolvent, enters administration, liquidation, or any arrangement with its creditors, or ceases or threatens to cease to carry on business.

15.5. Upon termination:

  • Customer must cease using the Services
  • Customer must pay all outstanding fees
  • Customer Data shall be handled in accordance with clause 7.7
  • Any rights, obligations, or duties which by their nature extend beyond the termination shall survive

16. Changes to Terms

Trove reserves the right to modify these Terms at any time. Customer will be notified of material changes 30 days before they take effect. Customer’s continued use of the Services after the effective date of any change constitutes acceptance of the modified Terms. If Customer does not agree to the changes, Customer may cancel the subscription in accordance with clause 15.2 before the changes take effect.

17. Governing Law and Jurisdiction

17.1. These Terms shall be governed by and construed in accordance with the laws of England and Wales.

17.2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

18. Dispute Resolution

18.1. The parties shall attempt to resolve any dispute through good faith negotiations.

18.2. If negotiations fail, either party may commence court proceedings subject to clause 17.2.

19. Force Majeure

Neither party shall be in breach of these Terms nor liable for delay in performing or failure to perform any obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control.

20. General

20.1. Entire Agreement. These Terms, together with any Order Form and the Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings relating to their subject matter. Each party acknowledges that it has not relied on any statement or representation not set out in these Terms. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

20.2. Assignment. Customer may not assign or transfer these Terms or any rights under them without Trove’s prior written consent. Trove may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its business or assets.

20.3. Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right, nor shall any single or partial exercise preclude any further exercise.

20.4. No Partnership or Agency. Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties.

20.5. Third-Party Rights. Except for the persons indemnified under clause 13.1, who may enforce that clause, no person other than the parties shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

21. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

22. Notices

Any notice required to be given under these Terms shall be in writing and shall be: (a) delivered by hand or sent by recorded delivery to the registered office address of the relevant party; or (b) sent by email, in the case of Trove to hi@trove.works and in the case of Customer to the email address registered on Customer’s account. A notice sent by email shall be deemed received on the next business day after sending, provided no delivery failure notification is received.

23. Contact Information

For questions about these Terms, please contact hi@trove.works.