Liquid Accounts Limited - Subscription Agreement

  1. Introduction
    1. 1.1 The terms and conditions of this Subscription Agreement relate to the use by you of Service.
    2. 1.2 This Subscription Agreement is between you, the subscriber and Liquid Accounts.
    3. 1.3 By entering into this Subscription Agreement, you agree to be legally bound by these terms and conditions.
  2. Commencement and duration of this Subscription Agreement
    1. 2.1 This Subscription Agreement shall commence on the date we issue you with a confirmation e-mail confirming your subscription to the Service.
    2. 2.2 This Subscription Agreement shall continue for initial contract period of one (1) Month and shall continue thereafter on a rolling monthly contract basis, unless and until terminated by either party by providing the other with thirty (30) days written notice.
  3. Authority to utilise the Service
    1. 3.1 In consideration of your payment of the Charges, Liquid Accounts grants to you a non-exclusive, non-transferable right and licence to use the Service, subject to the terms and conditions of this Subscription Agreement.
  4. Liquid Accounts responsibilities
    1. 4.1 Liquid Accounts shall use its best endeavours to ensure the:
      1. 4.1.1 Service functions materially in accordance with any User Guides;
      2. 4.1.2 Availability Target is always achieved.
  5. Support
    1. 5.1 Liquid Accounts shall during the hours of 09:00am to 5:00pm, Monday to Friday (weekends and bank holidays excluded) respond to Support Requests.
    2. 5.2 Liquid Accounts shall use its best endeavours to respond to any Support Request by e-mail within 4 working hours of receipt.
    3. 5.3 Liquid Accounts reserves the right to limit any time spent on a single Support Request to thirty (30) minutes.
    4. 5.4 You shall have the right to make two (2) Support Requests per Month. Any Support Requests which are not made, shall be rolled over into the following Month, but not the Month after that.
    5. 5.5 If the Support Request relates to any failure by Liquid Accounts to comply with the obligations set out in Clause 4.1 above, the Support Request will not be recorded as such.
    6. 5.6 Liquid Accounts shall not be required to respond to a Support Request, where it reasonably determines (in its sole discretion) that the required support relates to any issue of accountancy practice or advice.
    7. 5.7 Support calls may be recorded to maintain quality of service and for training purposes.
  6. Your responsibilities
    1. 6.1 You agree to:
      1. 6.1.1 Use the Service in accordance with these terms and conditions;
      2. 6.1.2 Use the Service only for lawful and proper purposes and comply with all applicable laws, regulations and conventions;
      3. 6.1.3 Promptly notify Liquid Accounts if you suspect or becomes aware of any unauthorised use of the Service;
      4. 6.1.4 Not interfere with the proper working of the Service;
      5. 6.1.5 Not seek unauthorised access to the Service by any means whatsoever.
  7. Charges and Payment
    1. 7.1 Each Month, You agree that Liquid Account shall take payment of the Charges, using the credit, debit or charge card or direct debit account details supplied by you.
    2. 7.2 If any such payment is not successful, Liquid Accounts reserves the right to suspend or terminate your access to the Service, immediately and without notice.
    3. 7.3 Liquid Accounts reserves the right to change the Charges on the 1st January of each year by giving you not less than seven (7) days notice through the Website. The changed Charges will apply on expiry of this seven (7) day period unless you tell us in the meantime that you want to terminate this Subscription Agreement.
  8. Liability and Service Credits
    1. 8.1 If in any Month, the Availability Target is not met, Liquid Accounts shall pay to you by way of liquidated damages:
      1. 8.1.1 25% of the Monthly Fee if Availability is between 90% and 80%;
      2. 8.1.2 50% of the Monthly Fee if Availability is between 79.9% and 70%;
      3. 8.1.3 75% of the Monthly Fee if Availability is between 69.9 and 60%; and
      4. 8.1.4 100% of the Monthly Fee if Service Availability is below 59.9%.
    2. 8.2 Any compensation payable by Liquid Accounts shall be paid within thirty (30) days after the last working day of the Month in which the Availability Target is not met.
  9. Security and Confidentiality
    1. 9.1 In order to enable you to use the Service, Liquid Accounts will provide you with Security Details. You will be responsible for maintaining the confidentiality and security of the Security Details. Where the Security Details include a password that may be changed by you, you will change the password at frequent and regular intervals.
    2. 9.2 You will immediately notify Liquid Accounts if any of the Security Details have been:
      1. 9.2.1 disclosed to an unauthorised person or are, or may be used in an unauthorised way (or if you suspect, or have reason to suspect that this may occur or have occurred); and/or
      2. 9.2.2 have been lost or stolen.
    3. 9.3 Liquid Accounts may suspend your Security Details and access to the Service if at any time it believes that there is, or is likely to be, a breach of security and require you to change any password.
    4. 9.4 You will be responsible for all actions undertaken by anyone else using the Security Details unless you have given notice to us at the first possible opportunity upon becoming aware of the events listed in Clause 9.2 above as the case may be.
    5. 9.5 You accept that the internet is inherently insecure that that whilst security measures are in place, Liquid Accounts do not guarantee the prevention or detection of any unauthorised attempts to access the Service.
  10. Third Party Access
    1. 10.1 It is an inherent feature of the Service that third parties (including accountancy practices and book keepers) nominated by you from time to time shall have access to the Service.
    2. 10.2 You agree to ensure that any third parties provided with access to the Service pursuant to Clause 10.1 above, are bound by obligations and restrictions which are substantially similar to those imposed by Liquid Accounts upon you by this Subscription Agreement.
  11. Personal Data
    1. 11.1 Liquid Accounts will comply with its obligations under the Data Protection Act 1998 and any other applicable data protection legislation.
    2. 11.2 By registering for the Service you consent to Liquid Accounts using and/or disclosing your personal information but only to the extent necessary to operate the Service.
    3. 11.3 Except as set above or as required by law, we will only use your personal information in accordance with our privacy policy, a copy of which can be viewed on the Website.
  12. Limitation of Liability
    1. 12.1 The provisions of this Clause 12, set out the entire financial liability of Liquid Accounts (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of:
      1. 12.1.1 any breach of this Subscription Agreement by Liquid Accounts;
      2. 12.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with this Subscription Agreement.
    2. 12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Subscription Agreement.
    3. 12.3 Liquid Accounts total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this Subscription Agreement, shall be limited to any liquidated damages payable pursuant to Clause 8, which you agree and acknowledge represents a genuine pre-estimate of the actual loss which will incurred by you as a result of any failure by Liquid Accounts to achieve the Availability Target.
    4. 12.4 Liquid Accounts shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses.
    5. 12.5 Nothing in these conditions excludes or limits the liability of Liquid Accounts:
      1. 12.5.1 for death or personal injury caused by Liquid Accounts negligence;
      2. 12.5.2 for any matter which it would be illegal for Liquid Accounts to exclude or attempt to exclude its liability;
      3. 12.5.3 for fraud or fraudulent misrepresentation.
    6. 12.6 Liquid Accounts will not be liable to you for any breach of any of its obligations under this Subscription Agreement, where the breach is caused by a 'force majeure' event which term shall include, but is not limited to, acts of God, insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of local or central government, highway authority or other competent authority, industrial disputes of any kind (whether including us or not), fire, lightning, explosion, flood, subsidence, inclement weather, unavailability of third party telecommunications networks or any other cause beyond its reasonable control.
  13. Indemnity
    1. You agree to indemnify Liquid Accounts against all costs, claims, losses and expenses (including indirect and consequential losses) howsoever arising, from any claim brought against Liquid Accounts by any third party relating to any breach by you of your obligations under this Subscription Agreement.
  14. Intellectual Property Rights
    1. All Intellectual Property Rights vesting in the Web Site or Service belong absolutely to Liquid Accounts.
    2. All Intellectual Property Rights in any Client Data shall belong to you or your licensors.
  15. Termination
    1. Liquid Accounts may immediately terminate this Subscription Agreement at any time without notice if you are in any material breach of any of these terms and conditions. For the avoidance of doubt, failure to pay any Charges which are lawfully due, shall be regarded as a material breach.
    2. In the event of termination of this Subscription Agreement for any reason, you shall have the right to export the Client Data from the Service and to this extent an appropriate and limited facility shall be made available to effect such transfer on a without charge basis for a period of two (2) weeks following the date of termination. Thereafter, Liquid Accounts reserves the right to make a charge for allowing the Client Data to be exported.
    3. For the avoidance of doubt, Liquid Accounts does not warrant that any exported Client Data will be re-usable or accessible in any third party accounting packages.
  16. General
    1. This Subscription Agreement constitutes the entire agreement between you and Liquid Accounts in relation to the provision of the Service and supersedes any representations, communications and prior agreements (whether oral or written) related to the its subject matter other than fraudulent misrepresentation.
    2. Liquid Accounts may assign, sub-contract or otherwise deal with our rights or obligations under this Agreement without giving you any notice beforehand. You may not assign, sub-contract, sell or transfer your rights or obligations under this Agreement.
    3. Any notice or communication required to be sent pursuant to these terms and conditions should be sent to Liquid Accounts at support@liquidaccounts.net.
    4. If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions, and the remainder of the provision in question, will not be affected.
    5. Except as expressly stated in these terms and conditions, no person who is not a party to the Subscription Agreement will derive any benefit from it, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
    6. This Agreement will be governed and construed in accordance with the laws of England you irrevocably submit to the exclusive jurisdiction of the English Courts.
  17. Definitions
    1. In this Subscription Agreement, each of these words shall have the following meanings:
      • "Availability" means the amount of time (expressed as a percentage) that the Service is Operational by you, calculated at the end of each Month in accordance with the following formula: (Service Minutes less Unplanned Outage Minutes) divided by (Service Minutes less Planned Outage Minutes) multiplied by 100;
      • "Availability Target" means Availability of 95%;
      • "Charges" means the charges payable by you each Month to gain access to the Service, as detailed on the Website;
      • "Client Data" means any accountancy data imported or inputted into the Service;
      • "Intellectual Property Rights" means any all intellectual property rights (including, without limitation, all copyright, database rights, rights in designs, rights in know-how, patents and rights in inventions (in all cases whether registered or unregistered and including all rights to apply for registration) and all other intellectual or industrial property rights in any jurisdiction);
      • "Liquid Accounts" means Liquid Accounts Limited (Company number 05405880) whose registered office is at 5-7 Rushgrove Holt Head, Slaithwaite, Huddersfield, HD7 5TY;
      • "Month" means any consecutive calendar month, the first month commencing on the date of this Subscription Agreement and expiring at the end of the first calendar month;
      • "Operational" means your ability to operate the Service, materially in accordance with the User Guides;
      • "Planned Outage Minutes" means the total number of minutes in any calendar month in which the Service is not Operational by you due to any scheduled upgrade or maintenance work, where such works have been notified at least 48 hours in advance;
      • "Security Details" means any log-in(s) and password(s) necessary to provide access to the Service;
      • "Service" means the online accountancy application service and accompanying application services, described on and accessible from the Website, which will enable you to keep accounting records;
      • "Service Minutes" means the total number of minutes in any calendar month between the hours of 06:00am and 02:00am in any twenty four (24) hour period;
      • "Support Request" means any request for help or support relating to the operation of the Website, which may be made via any e-mail address or telephone number, details of which are available on the Website.
      • "Unplanned Outage Minutes" means the total number of minutes in any calendar month in which the Service is not Operational by you;
      • "User Guides" means any manuals, guides or on-site help relating to the operation of the Service, made available in writing or on the Website from time to time;
      • "Website" means the website with the URL http:\\www.liquidaccounts.net or any other website specified by Liquid Accounts from time to time.

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