FreeAgent Central Limited Partner Trial License

IMPORTANT: The following licence agreement is a legal agreement between us.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU HAVE INDICATED YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS WHICH WILL BIND YOU AND YOUR EMPLOYEES. IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO MAKE THE SERVICE AVAILABLE TO YOU AND YOU MUST CEASE USING THE SERVICE NOW. PLEASE NOTE THAT IF YOU DO NOT ACCEPT THE TERMS OF THIS LICENCE THEN YOU ARE NOT ENTITLED TO USE THE SERVICE.

Terms and Conditions

The software service as set out in the Trial Key Facts Document (the “Service”), is supplied under trial licence from FreeAgent Central Limited a company registered in Scotland under company number SC316774 and having its registered office at One Edinburgh Quay, 133 Fountainbridge, Edinburgh EH3 9QG (“we” “us” or “our”). The Account Holder’s use is subject to the acceptance of the terms and conditions of this licence (“Licence”) and the key facts document (“Trial Key Facts Document”) which the Account Holder will have received from us (together this Licence and the Trial Key Facts Document form the “Agreement”).

What some words mean

So that we can be completely clear, here are some words we use which have specific meanings:

• "Account Holder” means the person or entity set out in the Trial Key Facts Document;
• "FreeAgent account" means the Account’s Holder’s subscription to the Service;
• "you" means you, the person who accesses and uses this website and/or the Service on behalf of the Account Holder; and
• "your Data" means any data entered or uploaded by you while using the Service.

1. Accessing the freeAgent account

Errors in information you gave us: If you made any mistakes in the details you gave to us when applying for the FreeAgent account, these errors can be corrected by accessing the Service and selecting the “Settings” page.

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. Once the 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. Further Account Managers can be added via the “+New Account Manager” option from the "Account Managers" tab.

2. Grant and scope of licence

Your Rights: If you, or the Business you represent, are an Account Holder, in consideration of you agreeing to abide by the terms of this Agreement, we hereby grant to you a non-exclusive, non-transferable licence to use the Service in accordance with this Agreement for the Term as set out below. You may use the Service for the purpose of [trialling the Service to assess whether the Account Holder would want to become a FreeAgent Partner and make the Service available to the Account Holder’s clients only].

Term of Trial Licence: This Agreement becomes effective from the date on which you accept this Agreement until the earlier of: (a) your acceptance of our standard Framework Agreement; or (b) the date falling one (1) month from the date of your first use of the Service when it shall automatically cease (the “Term”).

3. Your undertakings

You must:

• only access the Service by using a password and username which the 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 [trialling the Service to assess whether the Account Holder would want to become a FreeAgent Partner and make the Service available to the Account Holder’s clients only]; and
• supervise and control use of the Service and ensure that the Service is used by your employees and representatives in accordance with the terms of this Agreement;

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;
• grant access to the Service, or make it available, to a third party;
• disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Service nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Service with another software program, and provided that the information obtained by you during such activities:
• is used only for the purpose of achieving inter-operability of the Service with another software program;
• is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
• is not used to create any software which is substantially similar to the Service; and
• use the Service if you are one of our competitors (or if you plan to become one) or otherwise for the purpose of conducting any benchmarking or comparison with any comparable or competing product.

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.

4. 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 this Agreement shall transfer any ownership rights to you or to the Account Holder. You acknowledge that you have no right to have access to the Service in source code form or in unlocked coding or with comments.

5. 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 this Agreement.

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). Notwithstanding the foregoing, our liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.

Limitation of our liability: We shall not be liable under or in connection with this Agreement or any collateral contract for and indirect or consequential losses including without limitation, loss of income, loss of business profits or contracts, business interruption, loss of the use of money or anticipated savings, loss of information, loss of opportunity, goodwill or reputation. Our maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, delict, tort (including negligence) or otherwise, shall be limited to a sum equal to the lesser of any sums paid to us in accordance with this Agreement or one thousand pounds sterling (£1,000).

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 this Agreement 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 this Agreement by you.

6. Termination

Suspension and closure by us: If you (or any other user of the Account Holder's FreeAgent account) fail to abide by this Agreement, or you become insolvent, or subject to an administration or similar action we reserve the right to suspend your access to the Service or permanently cancel the Account Holder's FreeAgent account.

Following Suspension of Closure by us: Upon expiry or termination for any reason all rights granted to you under this Agreement shall cease and you must cease to use the Service authorised by this Agreement.

7. General legal matters

Entire agreement: This Agreement and our Privacy Policy describe the entire agreement between you and us regarding the Service (although, for the avoidance of doubt, the Account Holder is also bound by the terms of the Agreement between us and the Account Holder relating to the Service), and supersede any prior understandings or agreements. The headings are for convenience only and shall not affect the construction or interpretation of this Agreement. This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Service. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in this Agreement. Any condition, warranty, representation or other term concerning the supply of the Service which might otherwise be implied into, or incorporated in, this Agreement, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

Changes to this Agreement: We reserve the right to change this Agreement 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 notified to the Account Holder in writing and will be effective from the Account Holder's next monthly subscription renewal. Your continued use of the Service will be deemed to constitute acceptance by the Account Holder of all of the new terms. This Agreement 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 this Agreement to another party. Neither you nor the Account Holder may transfer any of your rights or obligations under this Agreement without our written consent.

Waiver and severability: If either you or we ignore any breach of this Agreement, it doesn't mean that any further breach cannot be enforced. Similarly, if any part of this Agreement 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: This Agreement 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.