This is an Agreement (“Agreement”) between FinanSys Solutions Limited, herein (“FinanSys”), having an office and place of business at 107 Cheapside, London, EC2V 6DN, UK, and the entity agreeing to the terms herein (“Participant”, “You”, “you” or “Customer”). By using or accessing any part of the Service, you agree that you have read, understand, and agree to be bound by all of these terms and conditions. If You do not agree to all of these terms and conditions, you must not use or access the Service. If You are entering into this Agreement on behalf of a company, you represent that you have the authority to bind that company to the terms of this Agreement.
1. Description of Service
FinanSys provides a software as a web service, also referred to as a cloud service, named FinanSys MTD for SunSystems (hereinafter referred as “Service” or “Services”). FinanSys MTD for SunSystems provides a platform to enable clients to keep digital tax records and submit VAT returns electronically to HMRC.
The Service is offered and provided subject to the terms and conditions of this Agreement. The Customer shall connect to the Service using any internet browser or mobile application supported by the Service. The Customer is responsible for obtaining access to the internet and the equipment necessary to access the service.
2. Modification of Terms of Service
FinanSys reserves the right to update and change the Terms of Service from time to time; an updated version will be published on our website at https://www.finansys.com/mtd-terms/. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Terms of Service. You may terminate your use of the Services if the Terms are modified in a manner that substantially affects your rights in connection with the use of the Services. Your continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at https://www.finansys.com/mtd-terms/.
3. Restrictions on Use
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer or otherwise make available to any third party the Services; (ii) provide any service based on the Services without prior written permission; (iii) use the Services for spamming and/or other illegal purposes; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
4. Payment, Refund, and Subscription Terms
1. FinanSys MTD for SunSystems is priced at £900 per annum. The Annual period shall begin from the date that payment is received, or alternatively from the date that the quotation for FinanSys MTD for SunSystems is signed.
2. The Service is billed on an annual basis. The amount billed is non-refundable. There will be no refunds or credits for partial months of service. New users will be prorated into the existing contract.
3. The service shall automatically renew on an annual basis unless either party gives the other written notice of termination at least ninety (90) days prior to the commencement of the renewal period.
4. FinanSys MTD for SunSystems will be subject to successive increases on an annual basis (starting with the first Renewal Period) not to exceed the higher of 5% or the local consumer inflation rate annually.
5. In case of non-payment for any reason or any violation of these terms, FinanSys shall be entitled – without liability – to immediately bar Customer’s access to the Service.
5. Data ownership & Privacy
1. FinanSys does not own any customer data. The Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all customer data.
2. FinanSys provides automatic data backup for all customer data. This backup solution is built on top of the world’s leading cloud hosting providers like Google, Inc., Amazon.com, Inc., and others. However, there might be rare occasions of data loss or failure to store or retrieve any data due to a defect in our software or the software used by the above-mentioned cloud service providers. In such cases, FinanSys will restore the last backup data in mutual consultation with the customer.
3. Solely and only for the purpose of providing the services to you, you grant FinanSys royalty-free, worldwide permission to access, copy, distribute, store, transmit, reformat, display and perform the content of your account.
5. If a Customer does not renew the subscription for the Service, FinanSys shall provide all Customer Data on explicit written request from the customer in a generally accessible format within 30 days after the end of such term and thereafter may delete the customer account and all of the Customer Data. Please note that some information like billing and subscription may remain with us for accounting and legal reasons. Additionally, Customer Data may remain with us for the period of 90 days on our replication servers and/or high availability servers, beyond which it is completely deleted.
Confidential Information of the Customer shall mean all business and technological information of Customer and shall include the Customer Data. Confidential Information of FinanSys shall mean the Services other than the Customer Data. Confidential Information shall not include any information which is in the public domain (other than through a breach of this agreement), which is independently developed by the recipient or which is received by a third party not under restriction. The recipient will not disclose the Confidential Information, except to affiliates, employees, agents, professional advisors, or third-party vendors who participate in the provision of the Services hereunder who need to know it and who have agreed to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfil obligations under this Agreement, while using reasonable care to keep it confidential. The recipient may also disclose Confidential Information to the extent required by an order of a government entity of appropriate jurisdiction; provided that the recipient uses commercially reasonable efforts to promptly notify the other party of such disclosure before complying with such order.
7. General Account Terms
1. Access to the Service is only available to the Customer and the Users to whom the Customer grants access, subject to the Customer making the applicable payments for the Service under this Agreement.
Usernames and passwords are personal and are to be considered part of Confidential Information of Customer. The Customer is at all times fully liable for all acts and omissions by Users whom the Customer has granted access and agrees to indemnify FinanSys for all claims and losses related to such acts and omissions.
Customer may not use the Service for any illegal or unauthorized purpose. Customer must not, in the use of the Service, violate any laws in customer jurisdiction (including but not limited to copyright laws).
FinanSys may make updates to the Service from time to time as per market demands.
The Customer is responsible for all taxes and Customer will pay FinanSys for the Services without any reduction for taxes. If FinanSys is obligated to collect or pay taxes, the taxes will be invoiced to Customer.
Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and FinanSys owns all Intellectual Property Rights in the Service.
When the Customer pays FinanSys via bank transfer, the necessary bank transfer charges should be borne by the Customer. For the avoidance of doubt, the total license fee payable should be credited to our account without any deductions.
8. Warranty and Disclaimer
1. FinanSys warrants that it will provide 95% uptime of the service failing which downtime credit will be provided for the time the service was not available.
2. FinanSys agrees to defend, indemnify, and hold harmless Customer, its Affiliates, and their respective, officers, directors, employees, agents, representatives and contractors from and against any claims, actions, demands, liabilities and expenses, including, without limitation, damages, other monetary relief, expert fees, costs and reasonable legal fees, alleging or resulting from any claim that the Services infringe upon the intellectual property rights of whatever type or form of any third party.
3. FinanSys is not responsible for any delays, delivery failures, or other damage resulting from limitations, delays, and other problems inherent in the use of the Customer provided internet and electronic communications.
4. Except as otherwise provided herein, the Service is provided on an “as is” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of title, merchantability, fitness for a particular purpose or non-infringement.
5. FinanSys takes reasonable care for virus protection and other harmful components; however, given the nature of virus evolution, FinanSys makes no warranty that the service will be free of viruses or other harmful components.
6. FinanSys makes no warranty that
1. the service will be error-free or uninterrupted (including, without limitation, interruptions that occur in the context of regularly scheduled maintenance); however, when such errors or interruptions occur, FinanSys will take reasonable efforts the rectify the errors and interruptions;
2. any information or advice obtained by Customer in connection with the Service will be accurate or complete;
3. the results of using the Service will meet Customer requirements.
9. Limitation of Liability
in no event shall FinanSys be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage whatsoever or for loss of business profits, business interruption, computer failure, loss of business information, or other loss arising out of or caused by your use of or inability to use the service, even if FinanSys has been advised of the possibility of such damage your sole and exclusive remedy for any dispute with FinanSys related to any of the services shall be termination of such service. in no event shall FinanSys’ entire liability to you in respect of any service, whether direct or indirect, exceed the last 3 months fees paid by you towards such service.
10. Privacy Terms
At FinanSys, we respect our customers and users need for online privacy and protect any personal information that may be shared with us, in an appropriate manner. FinanSys’ practice as regards use of customer personal information is as set forth below. The following provisions are in addition to the confidentiality provisions set forth herein. In the event of a conflict between the provisions of this section and the confidentiality provision, the confidentiality provisions shall prevail.
1. Information we collect:
FinanSys collect information in two ways:
2. How we use the information we collect
FinanSys uses the information for the following general purposes: service provisioning, billing, identification, authorization and service improvement. When the Customer contacts FinanSys, we may keep a record of customer communication to help solve any issues customer might be facing.
3. Security of customer data FinanSys adopts industry appropriate data collection, storage, and processing practices and security measures to protect against unauthorized access, alteration, disclosure or destruction of Customer personal information and data stored in customer user account. FinanSys shall ensure that it receives similar commitments from its vendors used to provide the Services hereunder. FinanSys will provide notification to Customer as soon as reasonably practical after a breach of such security which may impact Customer Data. Access to customer name and email address is restricted to our employees who need to know such information in connection with providing FinanSys Service to Customer and are bound by confidentiality obligations. FinanSys does not sell the personally identifiable information Customer provide for financial gain nor does FinanSys share such information with third parties for the purpose of sending customer advertisements for products or service unaffiliated with FinanSys.
11. Governing Law & Jurisdiction
This agreement shall be governed by the laws of the United Kingdom and Courts in London shall have exclusive jurisdiction.