FreeAgent Referral Scheme - Terms and Conditions

These terms and conditions (the “Terms”) apply to the referral scheme (the “Referral Scheme”) operated by FreeAgent Central Limited (“FreeAgent”) for Subscribers, allowing them to earn discounts on their FreeAgent subscription cost.

1. Subscribers - For the purposes of these Terms, “Subscribers” are customers of FreeAgent who subscribe for the FreeAgent service who makes a referral under this Referral Scheme who are either an “Existing Subscriber” being a customer of FreeAgent who pays full subscriptions for the FreeAgent service either monthly or annually directly to FreeAgent and who are not on any free trial or otherwise discounted subscription, and excluding always any accountant partners or their clients and any customers accessing FreeAgent via an intermediary and/or paying for the FreeAgent service to a third party (e.g. a reseller); “Free Subscriber” being a FreeAgent customer who is not an Existing Subscriber and who holds a live business banking account with any of the following brands of NatWest Group PLC: NatWest, Royal Bank of Scotland or Ulster Bank (Northern Ireland only) or who holds a live business account with Mettle (and on that Mettle business account make at least one transaction each month); and who are not on any free trial or otherwise discounted subscription, and excluding always any accountant partners or their clients and any customers accessing FreeAgent via an intermediary and/or paying for the FreeAgent service to a third party (e.g. a reseller); or a "New Subscriber" being a new customer that is referred to FreeAgent by an Existing Subscriber under this Referral Scheme and who legally commits to a subscription to the FreeAgent service. To clarify, in order to be a New Subscriber, a party must not be an existing customer of FreeAgent (for any product or services), whether directly or indirectly, and ignoring any change in a party's legal form from time to time (e.g. a sole trader who incorporates as a limited company will be deemed to be the same party for these purposes). If you are in doubt as to whether you constitute a ‘Subscriber’ then please contact us. Subscribers are deemed to be bound by these Terms: (i) in the case of an Existing Subscriber or Free Subscriber making a referral, when they provide a Referral Code to a potential New Subscriber; and (ii) in the case of a New Subscriber, when they enter a Referral Code in the FreeAgent sign up process.

2. Eligibility - In order to qualify for discount(s) under the Referral Scheme, an Existing Subscriber must refer a New Subscriber in accordance with these Terms. Existing Subscribers and Free Subscribers may refer more than one New Subscriber, and once a New Subscriber has legally committed to a subscription to the FreeAgent service, they may then in turn become an Existing Subscriber (by referring further New Subscribers). For the avoidance of doubt, the Referral Scheme shall apply to the current FreeAgent service. In the event that FreeAgent offers any revised, enhanced or different service (a ‘new service’), then it shall be at FreeAgent's option whether or not it extends the Referral Scheme to any new service.

3. Distribution of Referral Codes & URLs - FreeAgent may from time to time make available to Existing Subscribers and Free Subscribers a code (“Referral Code”) and a URL (“Referral URL”). Such Referral Codes shall be unique to each Existing Subscriber and Free Subscriber. Existing Subscribers and Free Subscribers may pass the Referral Code and Referral URL to potential New Subscribers. Each Referral Code may be used by more than one New Subscriber. Existing Subscribers and Free Subscribers shall not distribute any Referral Code or Referral URL: (i) in exchange for any payment or other benefit from a third party; (ii) in any publication for which they have been paid by a third party (e.g. a sponsored blog post); (iii) in any manner which has the aim or effect of damaging the business or reputation of FreeAgent or any of its commercial partners; or (iv) on any discount code website, voucher website or any similar service. FreeAgent permits Subscribers to share Referral Codes on their owned websites, social media and in relevant forums and communities, and to refer to FreeAgent in doing so. Subscribers are not permitted to: (a) undertake any paid advertising to promote their Referral Code; (b) create any website using ‘freeagent’ or any similar term in the domain to promote their Referral Code; nor (c) purchase any advertising keywords for any internet search engine (e.g. Google Adwords) using ‘freeagent’ or any similar term. Existing Subscribers and Free Subscribers agree to provide details to FreeAgent on request as to how they have distributed Referral Codes and/or Referral URLs.

4. Using a Referral Code - Potential New Subscribers can enter a Referral Code by accessing the website via the Referral URL, or alternatively in the Billings section after the New Subscriber has completed the standard FreeAgent sign up process. Please note once the Referral Code has been entered in the Billings section, the New Subscriber must press ‘apply’ at the bottom of the screen to ensure their discount is applied. The Referral Scheme is only available to New Subscribers at the time of signing up for the FreeAgent service and referral discounts will not be applied to any Subscribers retrospectively once a paying subscription has commenced. Where a valid Referral Code is entered and the Terms are complied with, FreeAgent will apply the discounts detailed below. Referral Codes are provided by FreeAgent in good faith, and Subscribers shall also act in good faith in relation to them. Each Referral Code shall be subject always to FreeAgent's discretionary right to invalidate it without notice (acting reasonably).

5. Discounts - When each New Subscriber signs up to the FreeAgent service using a valid Referral Code, FreeAgent shall apply a discount to the core FreeAgent Online Accounting Software Package (as described in the FreeAgent Terms of Service) subscription charge. No discount will be applied to any add-ons purchased on top of the Core FreeAgent Online Accounting Software Package Subscription. The discounts that apply are as follows:

a. New Subscribers paying monthly shall be entitled to a ten per cent (10%) discount on their monthly Core Online Accounting Software Subscription Charge with effect from their first payment date, provided that they apply the Referral Code before that date. Such a ten per cent (10%) discount shall continue to apply insofar as their referring Existing Subscriber or Free Subscriber consistently remains an active customer of FreeAgent (assessed each month on the New Subscriber’s payment date);

b. New Subscribers paying annually shall be entitled to a ten per cent (10%) discount on their annual Core Online Accounting Software Subscription Charge with effect from their first payment date, provided that they apply the Referral Code before that date. Such a ten per cent (10%) discount shall continue to apply insofar as their referring Existing Subscriber or Free Subscriber consistently remains an active customer of FreeAgent (assessed each year on the New Subscriber’s payment date);

c. Existing Subscribers paying monthly shall be entitled to a ten per cent (10%) discount on their monthly Core Online Accounting Software Subscription Charge with effect from their next payment date after the relevant referred New Subscriber makes their first payment (whether monthly or annual). Such a ten per cent (10%) discount shall continue to apply insofar as the referred New Subscriber consistently remains an active customer of FreeAgent (assessed each month on the Existing Subscriber’s payment date); and

d. Existing Subscribers paying annually shall be entitled to a ten per cent (10%) discount on their annual Core Online Accounting Software Subscription Charge with effect from their next payment date after the relevant referred New Subscriber makes their first payment (whether monthly or annual). Such a ten per cent (10%) discount shall continue to apply insofar as the referred New Subscriber consistently remains an active customer of FreeAgent (assessed each year on the Existing Subscriber’s payment date).

e. For the avoidance of doubt, Free Subscribers shall not be entitled to any discount for referring a New Subscriber to FreeAgent.

f. New Subscribers shall not be entitled to any discount where they would be deemed Free Subscribers if they themselves passed a Referral Codes to third parties.

g. Subscribers may at the sole discretion of FreeAgent be entered into competitions and prize draws. Separate terms and conditions (Competition Terms) will apply in relation to the competition and prize draw which will be displayed at the time the Referral Code is generated. By generating a Referral Code you agree to be entered into the competition and prize draw and to be bound by the Competition Terms.

6. Discount Conditions - Where any discount is only effective after a set period (e.g. an Existing Subscriber's discount is only effective after a New Subscriber has made their first payment), it shall not be applied retrospectively for that period. New Subscribers are only entitled to one discount for using a Referral Code, but may then themselves pass Referral Codes to third parties, and then earn discount(s) acting as an Existing Subscriber or without discount as a Free Subscriber. Where a New Subscriber is otherwise entitled to another discount other than under the Referral Scheme (for example, a partner discount, charity discount or a second company discount), only one discount may be used. Nevertheless an Existing Subscriber that benefits from another discount (e.g. a charity discount) may provide Referral Codes to third parties and if they become New Subscribers, then the Existing Subscriber shall receive a discount of ten per cent (10%) on the standard undiscounted cost of their subscription (i.e. 10% of the full cost, ignoring the charity discount). Discounts shall not accrue to any Existing Subscriber nor any New Subscriber whom they refer: (i) in any period where either of them is on a free trial; (ii) once either of them ceases to be an active customer of FreeAgent, or otherwise no longer qualifies as a Subscriber or breaches the Terms. If either the Existing Subscriber or New Subscriber no longer has an active FreeAgent account the discount will no longer be applied to the remaining active Subscriber. In the case where a remaining active Subscriber is receiving any other discounts from other referral activity, such other discounts will not be affected. No cash or other alternatives shall be offered in place of any discounts.

7. Multiple Referrals - Where an Existing Subscriber (whether paying annually or monthly) successfully refers more than one New Subscriber, the discounts shall apply cumulatively until there is a sufficient number of current referrals earning discounts to make the Existing Subscriber's subscription free. For the avoidance of doubt, once the Existing Subscriber's subscription is free, they shall receive no further benefit under the Referral Scheme even if they make further referrals.

8. Disclaimer - FreeAgent provides the Referral Scheme on a temporary basis in good faith and at its sole discretion. Subscribers shall utilise the Referral Scheme in good faith, and acknowledge that insofar as permitted in law, FreeAgent shall not have any liability in connection with the Referral Scheme. FreeAgent’s decisions as to the validity of any Referral Code and as to any party's entitlement to any discount under this Referral Scheme shall be final and binding. FreeAgent has the right to amend these Terms without notice, and shall post amended Terms on its website. Notwithstanding any provision of these Terms, FreeAgent retains the right at any time without reason, at FreeAgent’s sole direction, to: (i) amend, withdraw and/or suspend the Referral Scheme (in whole or in part); and/or (ii) exclude any particular Subscriber(s) from the Referral Scheme. Should FreeAgent decide to materially amend the Referral Scheme, or to withdraw or suspend it (in whole or in part), FreeAgent shall provide Subscribers with at least three (3) months’ notice by email, unless such amendment, withdrawal or suspension is due to breach of these Terms or any other contract FreeAgent has with the Subscriber, in which case FreeAgent may cease that Subscriber’s rights under the Referral Scheme immediately without notice. FreeAgent does not guarantee the availability or continuation of the Referral Scheme for any period. Additionally, where a Subscriber has breached these Terms or any other terms and conditions applying to use of the FreeAgent services, FreeAgent retains the right to reclaim the value of any discounts granted to such Subscriber.

9. Transfer - Referral discounts may be assigned from one Subscriber to another where the change in Subscriber details is required only to reflect a change in the legal form of a Subscriber (e.g. sole trader incorporating a limited company, and therefore changing their FreeAgent account type).

10. Relationship of the Parties - Subscribers shall not use the name, branding or trade marks of FreeAgent: (i) in any way which suggests any relationship of agency, partnership or any similar affiliation between the Subscriber and FreeAgent; (ii) in any other manner which may damage the reputation, goodwill or business of FreeAgent; or (iii) for any purpose not expressly permitted by these Terms. For the avoidance of doubt, the foregoing shall not extend to any use for which FreeAgent has granted permission (e.g. by providing Subscribers with FreeAgent branded email or website banners).

11. General - A failure or delay by FreeAgent to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy. Any waiver of any right or remedy under these Terms is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. If any provision or part-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. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms. These Terms and any dispute arising from them shall be governed by Scots law, and FreeAgent and Subscribers hereby agree to the exclusive jurisdiction of the Scottish courts.