TERMS OF SERVICE

1. INTRODUCTION

These Terms of Service ("Terms") govern your use of the Make Time Finance website and services for financial system migration ("Services"). By accessing our website or using our Services, you agree to be bound by these Terms.

Please read these Terms carefully before engaging our Services. If you do not agree with any part of these Terms, you must not use our Services.

2. DEFINITIONS

In these Terms:

• "Client," "you," and "your" refer to the individual or entity engaging our Services.
• "Make Time Finance," "we," "us," and "our" refer to Make Time Finance.
• "Services" refers to the financial system migration services we provide, including migration from Sage 50 to Xero and related consulting services.
• "Website" refers to the website operated by Make Time Finance at maketime.finance and all subdomains.

3. SERVICES

3.1 Service Description

Make Time Finance provides specialized services to help businesses migrate from legacy accounting software (primarily Sage 50) to modern cloud-based systems (primarily Xero). Our Services may include data extraction, data cleaning, system configuration, testing, training, and support.

3.2 Service Engagement

All Services are provided subject to a separate Service Agreement that will detail the specific scope, deliverables, timeline, and fees. These Terms supplement any Service Agreement between us.

3.3 Service Limitations

We will use reasonable efforts to ensure the accuracy and completeness of data migration, but we cannot guarantee that all historical data will be migrated without any loss or modification, particularly where the source data is incomplete, corrupted, or structured in a way that prevents direct mapping to the target system.

4. CLIENT RESPONSIBILITIES

As a client, you agree to:

• Provide accurate and complete information necessary for the provision of Services.
• Cooperate with us in all matters relating to the Services.
• Provide timely access to your systems, data, and personnel as required.
• Review and validate migrated data within agreed timeframes.
• Maintain appropriate backups of your data before and during the migration process.
• Comply with all applicable laws and regulations regarding your data and systems.
• Pay all fees as agreed in the Service Agreement.

5. FEES AND PAYMENT

5.1 Fees

Our fees are as set out in the Service Agreement. Unless otherwise specified, all fees are quoted in Euros (€) and are exclusive of VAT or other applicable taxes.

5.2 Payment Terms

Payment terms will be specified in the Service Agreement. Typically, we require a deposit before commencing work, with the balance payable upon completion or in installments as the project progresses.

5.3 Late Payment

If you fail to make any payment due to us by the due date, we may charge interest on the overdue amount at the rate of 8% per annum above the European Central Bank's base rate. Such interest shall accrue daily from the due date until actual payment of the overdue amount.

6. INTELLECTUAL PROPERTY

6.1 Our Intellectual Property

All intellectual property rights in our Services, methodologies, processes, and tools remain our property. Nothing in these Terms transfers any such rights to you.

6.2 Your Data

You retain all rights to your data. You grant us a limited license to use your data solely for the purpose of providing the Services.

6.3 Third-Party Software

Our Services may involve the use of third-party software (such as Xero). You are responsible for obtaining appropriate licenses for such software and complying with their terms of use.

7. CONFIDENTIALITY

Each party agrees to keep confidential all information of a confidential nature received from the other party and to use it only for the purposes of providing or receiving the Services.

This obligation does not apply to information that is publicly available, already known to the receiving party, or required to be disclosed by law or regulatory authority.

8. DATA PROTECTION

Each party shall comply with all applicable data protection laws. Please refer to our Privacy Policy for details on how we process personal data.

9. WARRANTIES AND DISCLAIMERS

9.1 Our Warranties

We warrant that we will provide the Services with reasonable care and skill, in accordance with these Terms and the Service Agreement.

9.2 Disclaimers

Except as expressly stated in these Terms, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

We do not warrant that the Services will meet your specific requirements, that the operation of any migrated system will be uninterrupted or error-free, or that all defects will be corrected.

10. LIMITATION OF LIABILITY

Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

Subject to the above, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total fees paid by you for the Services.

We shall not be liable for any indirect or consequential loss, loss of profit, loss of business, loss of anticipated savings, or loss or corruption of data.

11. TERMINATION

Either party may terminate the Service Agreement in accordance with its terms. Upon termination, you shall pay all outstanding fees for Services provided up to the date of termination.

Termination shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination.

12. FORCE MAJEURE

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

13. GENERAL

13.1 Entire Agreement

These Terms, together with the Service Agreement and Privacy Policy, constitute the entire agreement between us and supersede all previous agreements, promises, assurances, warranties, representations, and understandings.

13.2 Assignment

You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of your rights and obligations under these Terms without our prior written consent.

13.3 Severance

If any provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.

13.4 Waiver

A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

13.5 Notices

Any notice given under these Terms shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or email to the address specified in the Service Agreement.

14. GOVERNING LAW AND JURISDICTION

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of Ireland.

Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

15. CONTACT US

If you have any questions about these Terms of Service, please contact us:

• Email: hello@maketime.finance
• Phone: +353 89 486 5922
• Post: 11 St Fintan's Crescent, Dublin, Ireland