Terms of Service

Version 4.1: These terms were last updated in October 2019.

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, might be the business which you are advising);
  • "API Terms" means the terms available here;
  • “Commercial Insights” means data-informed and personalised alerts and notifications pointing at and including calls to action to additional products and services that we believe may be of interest or use to you including for example lending products and insurance products etc. These will be made available from within the RBS group of companies and other trusted parties.
  • "FreeAgent account" means an account that you hold with us which allows you to receive The Service;
  • "The Service" means our FreeAgent software package which is accessed and used via our password protected websites, and mobile applications. The features of the software package may differ depending on the type of FreeAgent user you are as described in the Schedule;
  • "Schedule" means the supplementary terms and conditions which accompany these terms and conditions of service and applies to the Account Holder's use of The Service;
  • "you" means you, the person who accesses and uses The Service;
  • "your Data" means any data entered or uploaded by you while using The Service; and
  • “We”, “us”, “our” or "FreeAgent" means 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, a wholly owned subsidiary of RBS Group.

Our Contract with you

These terms and conditions apply to your access and use of The Service, which together with:

  • the Schedule (for more information please read the 'Creating a FreeAgent account and accessing the Service' section); and
  • the Privacy Policy available here (which explains how we may use your personal data in relation to The Service),

form the contract between you and us ("Terms of Service"). Please review these Terms of Service carefully before using The Service. These Terms of Service apply to your use of The Service and you agree to abide by these terms. No other terms are implied by trade, custom, practice or course of dealing.

Creating a FreeAgent account and accessing the Service

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, or have an account set up on your behalf, by submitting, or by arranging to have submitted by a third party, your details on our "sign up" page on the website or by creating an account via the App.

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 may vary dependent on the specific arrangements we have in place with that third party.

Each Account Holder will fall into one of the three following user profile categories:

  • Directly Charged User;
  • Indirectly Charged User; or
  • Free User.

The specific terms and conditions which apply to each user profile category are set out in the Schedule, available here.

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 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 are successful in obtaining a FreeAgent account then we will send you a username and allow you to create a password. This is the only means of accessing your FreeAgent account.

You must keep your FreeAgent account login details confidential. You are responsible for all activities that occur under your FreeAgent account.

If you know or suspect that anyone other than you knows your FreeAgent account login details, please change your password immediately. If you have any concerns that your account may have been compromised or used for illegally by a third party, please notify us as soon as possible by emailing us at: support@freeagent.com

We reserve the right to disable your FreeAgent account at any time if we find out that your account is being used in a way that is not compliant with these Terms of Service.

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 directly with us. If you are one of our authorised third-party providers setting up an account with FreeAgent to use with your own customers then please read the Indirectly Charged Users section of the Schedule to understand what additional terms apply with respect to their use of The Service.

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 your FreeAgent account settings 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. Where an application for a FreeAgent account has not been successful you will not be charged.

Third party applications: Third party applications may, with your permission, (which in some circumstances may be conveyed via our authorised third party provider that you have contracted with), allow you to interact with The Service via the FreeAgent API. 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

Your rights: If you hold a FreeAgent account or the business you represent (or which you are advising) holds a FreeAgent account and you have authority to access this FreeAgent account, 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 granted to you on the condition that you comply with these Terms of Service.

Your obligations

You must:

  • keep any password created for the FreeAgent account secure;
  • 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
  • only upload to The Service, data that you have right or consent to do so (and for it to be used in accordance with our Privacy Policy).

You must not:

  • use The Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into The Service or any operating system;
  • do anything which could reasonably be expected to damage, disable, overburden, compromise or materially impair our systems or security; or The Service generally or which is likely to interfere with any other party's use or enjoyment of The Service;
  • not copy The Services, except as part of the normal use of The Service;
  • not translate, merge, adapt, vary, alter or modify, the whole or any part of The Services nor permit any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use The Services on devices as permitted by us;
  • not infringe our intellectual property rights or those of any third party in relation to your use of The Service;
  • question or dispute our ownership of the intellectual property rights in and to The Service.

Paying for The Service

The price for The Service will depend on the features you require and what type of FreeAgent user you are. Details of the costs associated with The Service are set out on our website [here] and may vary dependent on your user profile.

We will always let you know in advance of any changes in our fees and will give you the opportunity to decide whether you want to continue using The Service prior to any increase in fees.

Payment: All prices quoted are in Pounds Sterling and exclude VAT, which is payable by you. All price information may be subject to change. 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. All card payments are collected and processed by a third party card processor. By agreeing to these Terms of Service, you authorise us to send instructions to the financial institution that issued your card to take payments from your card account in accordance with these Terms of Service.

Free trials and beta trials: You will not be charged for use of The Service during any ‘free trial' period or any ‘beta trial' period. Please be aware that the Account Holder cannot 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 any applicable subscription fee for use of The Service after the first ‘free trial' period.

Once the trial period is over, we will automatically renew the Account Holder's subscription and depending on the user profile linked to your FreeAgent account during the trial period, bill the Account Holder as instructed at setup (either monthly or annually) 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 you with access to The Service if the subscription fee (plus VAT) or any other charge that you have agreed to pay us (including charges relating to Add-ons or additional features (see below)) are not paid on time.

If subscription fees or other agreed charges become overdue, we reserve the right to suspend access to The Service until outstanding amounts are paid or close the Account Holder's FreeAgent account permanently. This includes situations where the Account Holder's credit card has expired.

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.

Add-ons: You may on occasion choose to buy additional services outside of The Services you have subscribed for according to The Schedule either from us or via us from a third party. Where you do buy any Add-ons, separate charges and separate terms and conditions may apply.

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, trademarks, 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: All copyright, database rights, trademarks and other intellectual property rights in The Service 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. You have no right to modify The Service and if you do then to the extent that you do this without our prior written consent, we shall own all the intellectual property rights in any modifications to The Service and you automatically assign absolutely with full title guarantee all such intellectual property rights to us.

Third party features: All copyright, database rights, trademarks 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 trademarks of the third party listed below:

  • "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 FreeAgent account or in accordance with any other way that you consent to in the future. If you want to be 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

These Terms of Service will remain in full force and effect as long as you continue to access or use The Service, or until terminated by you or us for any reason set out in these Terms of Service.

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 of the website or the App. No further subscription fees will be billed for the following month. Please note that no refund will be made for 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) fail to abide by these Terms of Service or carry out illegal activities, or if payment of the subscription fees is not paid on time, we reserve the right to close the Account Holder's FreeAgent account or suspend your access to The Service. 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) immediately for the reasons given above, or for any reason, by giving the Account Holder one month's 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 changing the FreeAgent account, which may include becoming a full paying customer of FreeAgent.

Viruses

We do not guarantee that your use of The Service will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access The Service. You should use your own virus protection software.

You are not allowed to knowingly introduce viruses, Trojans, worms, logic bombs or other material that is malicious or technologically harmful to The Service. We also do not permit attempts to gain unauthorised access to The Service, the server on which The Service may be stored or any server, computer, database connected to The Service or the attachment of the website via a denial-of-service attack or a distributed denial-of-service attack.

Anyone involved in the above mentioned activities will be restricted from using The Service and is at risk of having committed a criminal offence under the Computer Misuse Act 1990. If we become aware of any such activities, we will report to the relevant law enforcement authorities and share the identity of those involved.

Disclaimer

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 the possibility) including the following losses (whether direct or indirect): loss of profit; loss of anticipated savings; loss of sales or business; loss of or damage to goodwill; loss of use or corruption of software, data or information; and indirect and consequential loss.

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 shall not exceed a total aggregate 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, losses 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

Entire agreement: These Terms of Service describe the entire agreement between you, the Account Holder and us regarding The Service, and supersede and extinguish any prior understandings or agreements.

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 required to accept the terms and conditions of the relevant third party provider. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use any such independent sites. 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:

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 may need to change these Terms of Service from time to time. Changes to the terms will be posted on our website and updated on our App. We will notify you of any material changes to our Terms of Service by sending you an email with details of the change or notifying you of a change next time you use The Service following a change to these terms. Material changes include changes to the price, payment terms, and where relevant the Schedule. Changes to the Terms of Service will be effective immediately. If you do not agree to changes to the terms and conditions you can end your contract with us (Please see 'Closing a FreeAgent account' section for more information). Please ensure that you review any updates to these Terms of Service before continuing to use The 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 of Service turns 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.

Regulatory: FreeAgent is registered with the Financial Conduct Authority under the Payment Services Regulations 2017 (Registration Number 799763) for the provision of account information services ("AIS"). The account information services provided by FreeAgent are used to simplify and automate the process of representing your bank account transactions in your FreeAgent account. Any bank account connections can be set up or cancelled within the Banking area of the FreeAgent account. Should you have any complaints about the AIS we’ll do our best to respond to your complaint and resolve it as soon as we can but if you’re not satisfied with our response then you may be able to refer your complaint to the Financial Ombudsman Service. The Financial Ombudsman Service is an independent organisation which tries to resolve complaints between customers and financial organisations where we’ve not been able to resolve the complaint ourselves. Our response to your complaint will outline any deadlines you have to contact the Financial Ombudsman Service. The Financial Ombudsman Service can be contacted at:

  • Exchange Tower, London, E14 9SR
  • 0800 023 4567 (from a landline) or 0300 123 9123 (from a mobile)
  • complaint.info@financial-ombudsman.org.co.uk
  • www.financial-ombudsman.org.uk

You may also be entitled to use the European Commission’s Online Dispute Resolution platform to resolve your complaint. The platform can be found at here.

Our VAT number is: 292849944.

Interpretation: The following rules of interpretation apply to these Terms of Service:

  • The headings are for convenience only and shall not affect the construction or interpretation of these Terms of Service.
  • A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  • A reference to writing or written includes email.
  • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Schedule

Purpose of this Schedule

We have set out below the different types of user profiles. Please read on to find out which user type applies to you:

1. Directly Charged Users

Eligibility

You are classified as a Directly Charged User if:

  • You hold a valid monthly or annual subscription to access The Service; or
  • You are currently undergoing a free trial of the service; or
  • You do not meet the eligibility criteria to be classified as either an Indirectly Charged or Free User

Service specification and features available to Directly Charged Users

You will have access to the following:

  • Accountancy software package
  • Commercial Insights (this is an optional feature that can be disabled)

Price

You will pay a monthly or annual subscription fee for use of and access to 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 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). Pay 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 or customers who subscribe via our App, and will not be available to any new or existing customer that does not purchase directly from FreeAgent (e.g. customers purchasing from authorised third party providers or through other 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 is 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.

2. Indirectly Charged Users

Eligibility

You are classified as an Indirectly Charged User if:

  • Your access to The Service has been granted by one of our authorised third party providers. This could include your accountant, one of our authorised resellers, or via another third party scheme.

Service specification and features available to Indirectly Charged Users

You will have access to the following:

  • Accountancy software package
  • Commercial Insights (this is an optional feature that can be disabled)

If you are an Indirectly Charged User you may also be required to accept the terms and conditions imposed by our authorised third party provider and/or the third party scheme in order to purchase The Service from them, in which case:

  • you must adhere fully to our authorised third party provider's terms and conditions relating to your use of The Service in addition to these Terms of Service; and
  • a breach by you of our authorised third party provider's terms or any third party scheme rules shall be deemed a breach of these Terms of Service, which may cause us to close your FreeAgent account.

If, for whatever reason, the arrangement we have with any 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 and changing your profile to a Directly Charged User (for which a separate User Schedule will apply).

Price

If you have become an Account Holder because of a specific arrangement we have with a third party, that third party may pay your subscription fee on your behalf. That should be made clear to you when you create your FreeAgent account, or change to this user type, but get in touch with your provider or directly with us if you need to check.

Payment

Your subscription fee is payable directly to our authorised third party provider on the terms you have agreed with them.

If we do not receive payment from the authorised third party provider for The Service, we reserve the right to take the actions specified under Non-payment section in the main terms and conditions of service. In particular, we may suspend access to The Service or close your FreeAgent account.

3. Free Users

Eligibility

You are classified as a Free user if:

  • you hold a live business bank account with at least one of National Westminster Bank plc or The Royal Bank of Scotland plc; and
  • are neither a Directly Charged User nor an Indirectly charged user; and
  • you have confirmed your acceptance of the terms applicable to Free users

Service specification and features available to Free Users

You will have access to the following:

  • Accountancy software package
  • Commercial Insights
  • - If you are a sole trader or an unincorporated partnership, with your consent you will be presented with Commercial Insights.

    - If your business is a limited company or an incorporated partnership, you will automatically be presented with Commercial Insights. This feature is mandatory and cannot be disabled unless you upgrade to become a Directly Charged User or transfer to become an Indirectly Charged User.

Price

Free to Account Holders who continue to qualify as Free Users.

Company Contact

FreeAgent Central Limited
One Edinburgh Quay
133 Fountainbridge
Edinburgh
EH3 9QG