Terms of Service
Version 3.8: These terms were last updated on 16th August 2017. They may be updated in the future and we'll post the new version here on our website.
What some words mean
So that we can be completely clear, here are some words we use which have specific meanings:
- "Account Holder" means a sole trader, partnership or company which has a FreeAgent account (generally this will be your business, or if you are an accountant, the business which you are advising);
- "FreeAgent account" means a current subscription to The Service;
- "The Service" means our FreeAgent software which is accessed and used via our password protected websites;
- "us" "we" and "our" refers to FreeAgent Central Limited, a company registered in Scotland with registered number SC316774 and having its registered office at One Edinburgh Quay,133 Fountainbridge, Edinburgh, EH3 9QG;
- "you" means you, the person who accesses and uses this website and/or The Service; and
- "your Data" means any data entered or uploaded by you while using The Service.
Creating and accessing a FreeAgent account
How to apply: In order to access and use The Service, a FreeAgent account must first be created. You can apply for a FreeAgent account to be created by submitting your details on our "sign up" page.
If you are opening a FreeAgent account because you have been referred to us by someone else (e.g. your bank) under a specific arrangement we have with them, the account sign up process will depend on the specific arrangements we have in place with that third party.
Formation of a contract: If we accept an application for the creation of a FreeAgent account, we will confirm this by email and at that point a legally binding contract will be created between the Account Holder and us. If you apply for a FreeAgent account to be created, you must therefore ensure that you are authorised to enter into this contract for and on behalf of the Account Holder. The contract will be concluded in the English language and the provisions of these Terms of Service shall govern our agreement with the Account Holder and you.
If you become a FreeAgent Account Holder because you have been referred to us by someone else, your contract for the use of the Service will be with us direct.
Errors in information you gave us: If you made any mistakes in the details you gave to us when applying for a FreeAgent account (or that you gave to the third party who passed these details to us as part of a specific arrangement we have with them), these errors can be corrected by accessing The Service and using the "edit" function on the "Company Details" or "People" pages.
Refusal to create an account: We reserve the right, at our discretion, not to accept an application to create a FreeAgent account. This may be due to technical constraints, because you or your business has been banned by us from using The Service or for any other reason. No charge will be made by us for declined applications.
How to access the account: You will not be able to access and use The Service without a username and password for a FreeAgent account. There are two ways you can obtain these:
- Once a FreeAgent account has been created, we will issue the initial user (whose details were provided to us when the account was applied for) with a username and password.
- Additional users can obtain their own usernames and passwords if the initial user accesses The Service and uses the "New User" function on the "People" page. (Some subscription packages may have limitations on the number of additional users which can be added - please check our Pricing Page for details.)
Third party applications: Third party applications may, with your permission, allow you to interact with The Service via the FreeAgent API. In order to allow API access to your FreeAgent account please refer to the instructions here. Please note that:
- You should only enable API access if you have the permission of the Account Holder.
- By enabling API access to your FreeAgent account you agree to the FreeAgent API Terms on your own behalf and on behalf of the Account Holder.
- Any third party application which you use to access the Service has the ability to access to your Data. Before using any third party application, you should carefully assess whether or not you are happy with the assurances provided by the developer regarding your privacy and security. You can disable API access to your FreeAgent account at any time by modifying your account preferences.
- We accept no responsibility for any loss suffered by you as a result of the use of any third party application to access The Service.
Your rights: If the business you represent (or which you are advising) is an Account Holder and you are authorised by it to use The Service, we grant you a non-transferable, non-exclusive licence to use The Service in accordance with these Terms of Service.
Conditions: The above licence is strictly subject to compliance with these Terms of Service by you (and by the Account Holder whose FreeAgent account you are accessing and by all other users of that FreeAgent account.)
- only access an Account Holder's FreeAgent account by using a password and username which that Account Holder authorises you to use;
- only use The Service on behalf of the Account Holder whose FreeAgent account you are accessing and solely for money management purposes relating to that Account Holder's own business which are legal; and
You must not:
- do anything which could reasonably be expected to damage, disable, overburden, or materially impair The Service or our website generally or which is likely to interfere with any other party's use or enjoyment of The Service;
- question or dispute our ownership of the intellectual property rights in The Service;
Security: The Account Holder is ultimately responsible for administering and safeguarding any passwords created to control access to its FreeAgent account: please keep any password issued to you secure.
Paying for The Service
Subscription fee amount: A subscription fee for use of The Service is payable monthly in advance by the Account Holder. The subscription rates are posted on our website and we may vary these from time to time: please see our Pricing Page for the rates in force for the current month. Prices on our website are quoted in UK pounds Sterling and exclude VAT, which is also payable. Prices for our Universal Account are quoted in American Dollars. If you change your subscription package in the future, the change in the subscription payment amount will take effect at the next billing cycle.
Subscription discounts: We offer a 50% discount off of standard subscription fees, as described on the Pricing page of our website. The discount entitles customers paying annually to 50% off the ’12 for 10 month offer’ price for the first year (with subsequent years payable at the applicable price at the relevant time). Monthly customers are entitled to 50% off the standard monthly subscription for the first 6 months, thereafter paying the applicable monthly price at that time. The discount is only available to new customers who subscribe to pay for The Service on or after Wednesday 16th August 2017 (including any customers who had a free trial prior to that date, but subscribe to pay after that date) and will cease to be available at such time as FreeAgent determines in its sole discretion by deleting or amending the offer on the Pricing page – withdrawal of the discount offer will not affect the discount enjoyed by any customer that validly subscribed to pay whilst the discount offer was live. The discount is only available to a customer that has not previously paid for The Service. The discount will not be available to existing paying customers, and will not be available to any new or existing customer that does not purchase directly from FreeAgent (e.g. customers purchasing from Authorised Resellers and through Third Party Schemes). The discount is available only on the following monthly or annual subscription plans: (i) Limited Company; (ii) Sole Trader; (iii) Partnerships/LLP; (iv) US Businesses; and (v) Universal FreeAgent. The discount may not be used in conjunction with any other discount offer, other than the referral and affiliate discounts available to those who have referred new customers to FreeAgent, or been referred themselves – where this discount are used in conjunction with a referral or affiliate discount, the 50% discount will be applied first as described above, and any referral or affiliate discounts will then be applied to the reduced amount.
Free trials and beta trials: No charge for use of The Service will be made during any ‘free trial' period or any ‘beta trial' period. The Account Holder is not however entitled to benefit from more than one ‘free trial' - if we discover that more than one ‘free trial' has been requested, the Account Holder will become liable for payment of the subscription fee for all use of The Service made after the first ‘free trial' period.
Automatic renewal: Once any ‘free trial' or ‘beta trial' period is over, we will automatically renew the Account Holder's subscription and bill them every month using the credit or debit card details provided to us, until the FreeAgent account is closed.
Non-payment: We shall be under no obligation to provide The Service if the subscription fee (plus VAT) is not paid to us on time. The Account Holder must ensure that we have complete and accurate billing and contact information throughout the subscription period, including the full name of the Account Holder, its business address, and a billing contact email address. If subscription fees become overdue, because for example the Account Holder's credit card has expired, we reserve the right to suspend your access to The Service until the balance is paid and we may close the Account Holder's FreeAgent account permanently.
Fees for multiple accounts: If you would like to use The Service to manage more than one business, you will need to sign up for multiple accounts and pay the subscription fee charged by us for each additional FreeAgent account.
Our VAT number is: 916 3863 08
Authorised Resellers: If you have purchased access to the Service from one of our authorised resellers then, unless otherwise notified to you by us or our reseller:
- your subscription fee will be based on the reseller's subscription rates as varied from time to time; and
- shall be payable directly to the reseller.
These Terms of Service apply, subject to such changes as are necessary to reflect the above, to all access of The Service via a reseller and we reserve the right to take the actions specified under "Non-payment" above in the event of non-payment to a reseller.
You may also be required to accept terms and conditions by the reseller in order to purchase the Service from them, in which case:
- your subscription fee will be based on the reseller's subscription rates as varied from time to time;
- you must adhere fully to the reseller's terms and conditions relating to your use of the Service in addition to these Terms of Service; and
- breach by you of the reseller's terms shall be deemed a breach of these Terms of Service.
Third Party Scheme: If you have become an Account Holder because of a specific arrangement we have with a third party (e.g. your bank) that third party may pay your subscription fee on your behalf or you may receive a discount on the subscription rates that are posted on our website. That will be made clear to you when you create your account.
If, for whatever, reason our specific arrangement that we have with that third party comes to an end (or you are no longer entitled to benefit from the arrangement), you may continue to access and use the Service by becoming a full paying customer of FreeAgent.
We reserve the right to take the actions specified under "Non-payment" above in the event of non-payment by the relevant third party or you.
Who owns what
Rights in your data: The Account Holder has sole responsibility for the accuracy and reliability of your Data. The Account Holder retains ownership of any copyright, trade marks, database rights and any other intellectual property rights it has in your Data (such as rights in its logo, for example.) Intellectual property rights in your Data will not be transferred to us. We reserve the right to disclose your Data to law enforcement officials in the investigation of fraud or other alleged unlawful activities but otherwise we will only use your Data to provide The Service.
Rights in our software and our website: All copyright, database rights, trade marks and other intellectual property rights in The Service (including any such rights in our website) are either owned by or licensed to us and nothing in these Terms of Service shall transfer any ownership rights to you or to the Account Holder.
Third party features: All copyright, database rights, trade marks and other intellectual property rights in any external data sources or embedded third party services used in FreeAgent are the intellectual property of the relevant third party provider. The following terms referred to in The Service are registered trade marks of the third parties stated below:
- "Barclays": Barclays Banking Group plc
- "Yodlee": Yodlee, Inc
Data Feeds: If you confirm that you are happy for FreeAgent to share your FreeAgent Account data with a third party (e.g. your bank), we will do so. The type of information that we will share extends to general, financial and transactional data and information from your account such as accounting ledger balances, bank transactions and invoice, bill, expense and project details.
Once we share that data with that third party, they will use that data in the way described to you when you set up your account or in accordance with any other way that you consent to in the future. If you want reminded of that, please don't hesitate to contact us.
You may confirm that you no longer consent to FreeAgent sharing your account data with that third party (e.g. your bank). If you do, that may change the way in which the FreeAgent service is made available to you.
Closing a FreeAgent account
Cancellation by you: You can close the Account Holder's FreeAgent account at any time by accessing The Service and using the "cancel my account" option on the "Billing" page. No further subscription fees will be billed and no refund will be made of any subscription fees already billed and paid.
Suspension and closure by us: If you (or any other user of the Account Holder's FreeAgent account) fails to abide by these Terms of Service, or if payment of the subscription fees is not paid on time, we reserve the right to suspend your access to The Service or permanently cancel the Account Holder's FreeAgent account. If we withdraw access to The Service because these Terms of Service have been breached, no refund will be payable by us. We also reserve the right to close any FreeAgent account (including during any ‘free trial' or ‘beta trial' period) for any reason, by giving one months’ notice.
If, for whatever reason, our specific arrangement that we have with the third party comes to an end (or you are no longer entitled to benefit from the arrangement) you may continue to access and use the Service by becoming a full paying customer of FreeAgent.
IMPORTANT: This section restricts the extent to which we are liable for any losses which may be suffered in connection with your use of The Service. It also requires the Account Holder to compensate us for any loss we suffer as a result of your failure to comply with these Terms of Service.
No guarantees: We make no guarantee that The Service will be suitable for your intended use, neither do we guarantee that it will be error-free, timely, reliable, entirely secure, virus-free or available, especially since we are dependent on the reliability of the Internet and your use of your own computer to access The Service. We will try to keep disruptions to a minimum but we may suspend The Service from time to time to carry out maintenance and support work and to investigate unauthorised use. The Service is not a substitute for a professional accountant and any information presented does not constitute accounting advice.
Exclusion of our liability: You use The Service entirely at your own risk. We do not restrict our liability (if any) for personal injury or death resulting from our negligence, for fraud committed by us or for any matter which it would be illegal to limit or to attempt to restrict. We exclude all other liability and responsibility for any amount or kind of loss or damage arising in connection with The Service (even if we have been advised of their possibility.)
Limitation of our liability: Where we are not legally entitled to exclude our liability, our total liability for any loss or damage relating to The Service (or to our website generally) shall not exceed an amount equal to the subscription fees which the Account Holder has paid to us in the previous month (or the relevant third party on their behalf).
Liability to us: If you access The Service using a password created to control access to the Account Holder's FreeAgent account, then the Account Holder shall be held liable for any reasonable costs and expenses incurred by us as a result of breach of these Terms of Service by you. Otherwise, you shall be personally be held liable for any reasonable costs and expenses incurred by us as a result of breach of these Terms of Service by you.
General legal matters
Third party features: In order to use certain optional features of FreeAgent which relies on external data sources or embedded third party services you will be require to accept the terms and conditions of the relevant third party provider. These will be notified to you within The Service at the point of first use of the relevant feature and thereafter where those terms are subsequently updated from time to time, but currently include:
- automated access to Barclays' bank transaction data via Barclays Data Services
- automated access to bank transaction data for supported banks via the Yodlee bank feed service.
By agreeing to these terms and conditions you agree, if you use the relevant features, to be bound by the terms and conditions listed above (and as subsequently amended from time to time) and any other third party terms subsequently accepted by you while using The Service ("third party terms"). Any breach by you of the third party terms shall, without limiting any other remedy available to the third party provider, be deemed to be a breach of these Terms of Service.
Changes to this contract: We reserve the right to change these Terms of Service from time to time and therefore we may impose new or different terms and conditions on your use of The Service. These additional terms will be posted here on our website and will be effective from the Account Holder's next monthly subscription. Therefore you should regularly review this page to check for changes to these Terms of Service. Your continued use of The Service will be deemed to constitute acceptance by the Account Holder of all of the new terms. These Terms of Service may not otherwise be changed without our written consent.
Transfer of rights & obligations: We shall be entitled to transfer our rights and/or obligations under these Terms of Service to another party. Neither you nor the Account Holder may transfer any of your rights or obligations under these Terms of Service without our written consent.
Waiver and severability: If either you or we ignore any breach of these Terms of Service, it doesn't mean that any further breach cannot be enforced. Similarly, if any part of these Terms turn out to be invalid or unenforceable for some reason, then it will be replaced with a provision which, as far as possible, achieves the same purpose as the original, and the remainder of the agreement will still be binding.
Resolving disputes: These Terms of Service shall be governed by and interpreted in accordance with Scots law. If any party wants to take court proceedings in relation to The Service, it must do so in Scotland. You are responsible for compliance with any applicable laws of the country from which you use or otherwise access The Service.