Online Accounting with Integrated Ecommerce
Tel: 0845 686 0520
BY CLICKING ON THE ACCEPTANCE BUTTON AND/OR BY DOWNLOADING AND/OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF THE AGREEMENT INCLUDING THE WARRANTY AND LIMITATION OF LIABILITY PROVISIONS SET OUT IN THE AGREEMENT.
IF YOU ARE ACCEPTING THE AGREEMENT ON BEHALF OF A COMPANY OR A PARTNERSHIP YOU REPRESENT THAT YOU ARE AUTHORISED TO DO SO. IF YOU ARE NOT AUTHORISED OR DEEMED IN LAW TO BE AUTHORISED YOU WILL ASSUME SOLE PERSONAL LIABILITY FOR THE OBLIGATIONS SET OUT IN THIS AGREEMENT.YOU SHOULD READ THE AGREEMENT CAREFULLY BEFORE CLICKING THE "ACCEPT" BUTTON. IF YOU DO NOT ACCEPT THE TERMS OF THE AGREEMENT YOU SHOULD CLICK ON THE "REJECT" BUTTON AND NOT DOWNLOAD OR USE THE SOFTWARE.
2.1 MPL agrees to provide the Services for the Customer for 12 months from the date on which the Software is first enabled by MPL and the Customer agrees to pay the Fee.
2.2 The term may be extended by agreement and this Agreement shall apply to any extension but subject to any agreed amendments.
3.1 The Customer is granted a non-exclusive and non-transferable licence to use the Services during the term and any extension.
3.2 The licence permits the Customer to download a single copy of the Software and to make the number of copies of the Software or other information required for Customer to receive the Services for which it pays a Fee.
3.3 All Intellectual Property Rights in the Software and the Operating Rules shall remain with MPL and no interest or ownership is transferred to the Customer under this Agreement.
3.4 No right to modify, adapt, or translate the Software or create derivative works using the Software is granted to the Customer.
3.5 Disassembly, decompilation or reverse engineering and other source code derivation of the Software is prohibited except as provided by law.
3.6 Except in respect of the Customer's accountants and other financial advisers from time to time who are permitted to use the Software (but only to the extent necessary to enable them to perform their duties to the Customer), the Customer may not (i) lease, resell or otherwise distribute the Services or (ii) except as permitted in this Agreement, permit access to or use of the Services by or on behalf of any third party.
3.7 The Customer warrants and represents that it shall maintain reasonable security measures to protect the confidentiality and integrity of the Software.
4.1 The Customer acknowledges that in order to be able to use the Services it must obtain licences of certain Third Party Software identified to the Customer by MPL.
4.2 It shall be the Customer's sole responsibility to acquire licences of such Third Party Software. MPL may provide reasonable assistance to the Customer in relation to this but shall have no obligation to do so.
4.3 MPL shall have no obligation under this Agreement and shall not be liable to the Customer if the Customer is unable to use the Services as a result of errors in or poor installation of any Third Party Software.
5.1 MPL shall invoice the Customer monthly in respect of the Fee. Invoices shall be paid by direct debit established by the Customer before the Software is first enabled by MPL.
5.2 Where payment of any Fee is overdue MPL reserves the right to suspend the Services by giving two days' notice to the Customer and shall be entitled to charge interest on overdue Fees (including disputed amounts that are withheld) at a rate of 2% above the annual base rate of HSBC Bank plc from the date the Fee becomes overdue to and including the date on which payment in full is made (both before and after any judgement).
5.3 MPL reserves the right to make an additional charge for disk space if disk space used exceeds the permitted maximum notified by MPL to the Customer from time to time.
6.1 MPL warrants that the Services will when the Software is properly installed on the Customer's system operate to provide the facilities and functions described in the Operating Rules. This warranty shall not cover deficiencies or damage relating to any Third Party Software or any third party or the Customer provided connectivity necessary for the Services.
6.2 In the event of a breach of the warranty under this clause, MPL shall provide reasonable assistance to the Customer to remedy the default but otherwise shall have no liability or obligation to the Customer other than to reimburse the Fees paid for the Services.
6.3 Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose) are excluded to the extent permitted by law.
6.4 No warranty is made regarding the results of use of the Services or that the Services' functionality will meet the Customer's requirements or that the Services will operate uninterrupted or be error free.
7.1 In no event shall MPL be liable to the Customer or any third party for any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever or however caused which arise out of or in connection with this Agreement or for loss or profit, loss of business, loss of data, depletion of goodwill or loss occurring in the normal course of business or otherwise.
7.2 MPL's total aggregate liability to the Customer for actual damages for any claim or series of claims shall be limited to the Fee paid by Customer to MPL in relation the Services for the three months preceding the claim.
7.3 In no event shall the Customer raise any claim under this Agreement more than two years after (i) the discovery of the circumstances giving rise to such claim or (ii) the effective date of the termination of this Agreement. This clause shall survive the termination of this Agreement.
7.4 The Customer acknowledges that in entering this Agreement the Customer had recourse to its own skill and judgement and has not relied on any representations made by MPL.
8.1 If all or any part of the Services becomes or in the opinion of MPL may become the subject of a claim for infringement of a third party's Intellectual Property Rights, MPL in its sole discretion may do one of the following:
(a) the combination, operation or use of the Services with other services or software not provided by MPL if the infringement would have been avoided in the absence of such combination, operation or use;
8.3 The Customer shall indemnify and hold MPL harmless from and against any costs, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from (i) any infringement or violation by the Customer of any Intellectual Property Rights, (ii) the Customer's use of the Services outside the scope of this Agreement; and (iii) any third party's unauthorised access to or use of the Services.
9.1 MPL may terminate this Agreement forthwith by giving written notice to the Customer if the Customer has used or permitted the use of the Services otherwise than in accordance with this Agreement.
9.2 The Customer shall be deemed to have terminated this Agreement if it has ceased to use the Services, erased the Software from its computer system and has certified to MPL that it has done so.
(b) the other party is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation) or compounds with or convenes a meeting of its creditors or has a receiver, manager or administrator appointed; or
(c) if the other party commits a material breach of any term of this Agreement which in the case of a breach capable of remedy is not remedied within 5 business days of the defaulting party receiving notice of the same.
9.4 On termination of this Agreement for whatever reason the Customer shall promptly deliver up to MPL all Confidential Information and any copies of the Software.
9.5 Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties arising out of this Agreement as at the date of termination and any rights and obligations which expressly or by implication are intended to survive shall survive.
10.1 Each party may use the Confidential Information of a disclosing party only for the purposes of this Agreement and must keep confidential all Confidential Information unless disclosure is required by law or the Confidential Information is in the public domain.
11.1 No provision of this Agreement is intended to be enforceable by a third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
12.2 Notices to be given to MPL under the Agreement shall be in writing and sent by first class registered post to MPL's address as set out above.
12.3 Any waiver by either party of a breach of any provision of this Agreement shall not be considered a waiver of any subsequent breach of the same or any other provision.
12.4 This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except in writing signed by the duly authorised representatives of the parties.