GOSIMPLE SOFTWARE, a trading style of GoSimple LTD("GoSimple")

TERMS AND CONDITIONS

For Online Bookkeeping and Accounting System

1. Introduction

1.1 These Terms and Conditions ("Terms") shall apply to GoSimple's online bookkeeping and accounting system ("Application") accessed and/or used by the Customer for Application Service Provision (i.e. the provision of a software application hosted on GoSimple's server and accessed by the Customer from a remote location).

1.2 Each Customer must comply with and adhere to these Terms in order to access and use the Website. To do so all Customers must accept these Terms by clicking the "I accept" button at the end of this document

1.3 No contract shall arise between a Customer and GoSimple until the Customer has successfully completed the Online Sign Up Procedure at which point a binding contract will be formed between the Customer and GoSimple. All customers will have a FREE 14 day trial period, no payment details will be required until the end of the FREE trial period and there is no commitment to buy. At the end of the FREE trail period the customer can either pay or cease using the software.

1.4 This Website is an e-commerce website that accepts credit card payments by an Online Payment Procedure through a secure hosting environment. This is included in the Online Sign Up Procedure.

1.5 The Online Payment Procedure requires Customers to input details of their credit cards and the amount to be paid depending on the service selection made by the Customer and Customers must check the amount before confirming the transaction or otherwise.

1.6 Credit Card details are not held on the Website's server. Details are used by the payment system. Once payment has been authorised only the cardholder name and the last four digits of the card number are retained for identification purposes.

2. The Application

2.1 The Application which the Customer wishes to use is a software program which will be licensed to the Customer by GoSimple in accordance with these Terms (the "Licence").

3. The ASP System

3.1 The Application and all other material, information and services made available to the Customer are part of GoSimple's Application Service Provision computer system (the "ASP System"). The ASP System comprises hardware, software and communications facilities which are continually amended and updated by many third party suppliers (the "System Suppliers").

3.2 The Customer acknowledges and agrees that any part of the ASP System including any Application may be amended from time to time provided however that where any such change requires ASP System downtime or will substantially affect the operability of the Application, GoSimple will endeavour to give the Customer as much notice as possible.

4. Software Licences

4.1 In order for the Customer to gain access to and use the Application and the ASP System, GoSimple hereby grants to the Customer a non-exclusive, non-transferable licence to access the ASP System using GoSimple's software ("GoSimple Software") and to use the Application in accordance with the following conditions:

4.1.1 GoSimple Software and the Application may only be used by the Customer and by the number of users ("Seats") paid for by the Customer to access the ASP System for the sole purpose of using the Application hereunder;

4.1.2 All other Terms shall (where applicable) apply to GoSimple Software and the Application including but not limited to clauses 3,7,9-11.

4.2 In order for the Customer to use the Application, GoSimple is authorised to sub-license to the Customer the Application in accordance with these Terms .

4.3 In order for the Customer to use the Application, GoSimple is authorised to sub-license to the Customer the Application in accordance with these Terms .

5. ASP Services

5.1 Availability

GoSimple shall use all reasonable endeavours to ensure that the ASP System will (subject to these Terms) be available at all times. This undertaking does not apply to those parts of the ASP System that are provided by Third Party Suppliers.

5.2 Security and Confidentiality

5.2.1 GoSimple operates its ASP System and Online Payment Procedure via a third party server provided by a reputable provider of secure servers ("Server Provider");

5.2.2 GoSimple operates its ASP System and Online Payment Procedure via a third party server provided by a reputable provider of secure servers ("Server Provider");

5.2.3 GoSimple shall use all reasonable endeavours to ensure that the Customer's data which is held on the ASP System will be kept confidential and will not knowingly be disclosed to a third party unless required by law or an appropriately authorised authority;

5.2.4 GoSimple complies with its privacy policy accessible from the Home Page of this website;

5.2.5 The Customer may download its data input into the ASP System (in a format that cannot be processed))

5.3 Support

5.3.1 Standard ASP Support to the Customer will be available during GoSimple's normal business hours 09.00 to 17.00 Monday to Friday in each week (except for English national holidays).

5.3.1.1 The Customer can access the GoSimple support website, telephone, email, send secure message via the application or facsimile GoSimple during GoSimple's normal business hours in the event of a problem or failure of the ASP System or Application performance.

5.3.1.2 The Customer must submit sufficient material and information to enable GoSimple to duplicate the problem. GoSimple will attempt to solve the problem to achieve the standard of availability set out in clause 5.1 above.

5.3.1.3 When appropriate, GoSimple will give an estimate of how long it will take to resolve and where possible provide a temporary workaround solution until the problem has been resolved. GoSimple will keep the Customer advised on the progress of problem resolution.

5.3.1.4 The Customer can telephone, email, send secure message via the application or facsimile GoSimple for interactive help in using the Application.

6. Conditions of Use of the Application and ASP System

6.1 The ASP System and Application may only be accessed and used by the specific Seats who have been issued with a login ID and password.

6.2 GoSimple reserves the right to monitor the Customer's usage of the Application and ASP System and to review the charges in the event of use in excess of that permitted in these Terms.

6.3 The Customer is solely responsible and liable for use of the ASP System and Application by its Seats including but not limited to proper use of its login IDs and passwords. The Customer must notify GoSimple immediately if it suspects that there has been any breach of this provision.

6.4 Shared access (with non-Customer personnel) to the Application and ASP System is not permitted.

6.5 The Customer shall use the Application and ASP System solely for the purposes of the Customer's principal business within the Territory notified in the Online Sign Up Procedure or by GoSimple in writing prior thereto.

6.6 The Customer shall not reproduce the Application or GoSimple Software in any form.

6.7 Other than with the prior written consent of GoSimple, the Customer is expressly prohibited from allowing any third party to access the Application or ASP System unless expressly so permitted by GoSimple.

6.8 The Customer acknowledges that use of the Application requires the Seats to have proper training in use of the same. The Customer warrants that it shall be solely liable to ensure the same.

7. Customer Equipment and Access to the ASP System, and Customer Indemnity

7.1 The Customer will require computer equipment ("Customer Equipment") to the following minimum standard adequately to operate the Application:

• 800x600 and above screen resolution
• Internet Explorer 8 and above (Javascript Enabled)
• Windows PC
• Internet Connection

7.2 GoSimple may at any time prevent the Customer from accessing and using the ASP System or Application if in the opinion of GoSimple, the Customer Equipment is or has been the cause or is likely to be the cause of failures, interruptions, errors or defects in the ASP System whether caused by mail bombs, trojan horses, viruses, other malicious or disruptive programs or devices, or otherwise. In that event GoSimple will as soon as possible thereafter advise the Customer of such changes or processes that must be made or carried out to the Customer Equipment to enable the Customer to resume access and use of the ASP System and the Application subject (where applicable) to such further charges as GoSimple shall determine.

7.3 Any breach of clause 7.2 or unauthorised access to or use of the ASP System will entitle GoSimple at its sole discretion, in addition to any other remedy it may have, to terminate access rights to the ASP System and / or Application immediately (temporarily or permanently) or terminate the Licence.

7.4 The Customer shall not and shall not attempt to and shall not assist any other person to or attempt to tamper with the Application GoSimple Software or ASP System.

7.5 The Customer undertakes fully and effectively to indemnify and keep indemnified GoSimple at all times against all losses, loss of profits, and costs incurred by GoSimple in the event of any wilful act of the Customer causing deliberately any failure, interruption, error or defect in the ASP System.

8. Charges

8.1 The Customer shall pay to GoSimple the charges specified in this website. Charges are payable in advance using the Online Payment Procedure.

9. Copyright, Patents, Trade Marks and Other Intellectual Property Rights relating to the Application, GoSimple Software and/or the ASP System

9.1 The Customer acknowledges that any and all of the copyright, patents, trade marks, and other intellectual property rights subsisting in or used in connection with the Application, GoSimple Software and the ASP System including the manner in which it is comprised, compiled, presented or appears ("look and feel") and all information, documentation and manuals relating thereto are (unless another owner is specified therein or thereon such party being hereinafter referred to as the "Owner") the property of GoSimple or the Owner (as the case may be) and the Customer shall not during or at any time after the expiry or termination of the Licence in any way question or dispute the ownership by GoSimple or the Owner as the case may be of any such rights.

9.2 The Customer shall not during or after the expiry or termination of the Licence, without the prior written consent of GoSimple or the Owner as the case may be or to the extent only permitted by the applicable law, abuse or permit the abuse of such copyright, patent or other intellectual property right or use or adopt any trade mark, trade name or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any trade mark, trade name or commercial designation used by GoSimple or the Owner as the case may be.

9.3 Infringement of the ASP System

The Customer undertakes not to reproduce, adapt, translate, arrange or make available to any third party, either directly or indirectly, any part of the ASP System, or software (including but not limited to GoSimple Software) or its contents of which the Application forms a part (including any electronic materials necessary for its operation) except to the extent that and for so long as the Customer is expressly permitted to do so as permitted by any mandatory provisions of law, and undertakes to take all necessary steps to prevent access to the ASP System by any person except those of its authorised employees/Seats who have access for the purposes permitted by the Licence.

9.4 Unauthorized Extraction and Use

Notwithstanding other provisions of this clause and irrespective of whether or not copyright in the ASP System, software or content is owned by GoSimple, the Customer shall not extract or use the contents of the ASP System (or any part thereof) for any commercial purpose including but not limited to trading, building commercial ASP Systems, reselling or redistributing the Application.

9.5 Remedies of GoSimple

The Customer acknowledges that civil and criminal penalties may be incurred in the event of any infringement of the copyright and/or other rights in relation to the ASP System or its Application, and that any such infringement by the Customer may result in substantial damage and/or loss to GoSimple and/or the Owner, and accordingly agrees that, in addition to any other right or remedy of GoSimple or the Owner, GoSimple or the Owner shall be entitled to immediate injunctive relief to restrain any actual or apprehended infringement thereof. The Customer undertakes to indemnify GoSimple and/or the Owner in full, against all loss, damage, costs and expenses (including loss of profit) which may be incurred by GoSimple and/or the Owner by reason of any such infringement by the Customer.

10. Confidential Information

10.1 GoSimple regards the facilities, software and services relating to the ASP System and the Application (other than that appearing in this website prior to Customer log-on) as confidential to GoSimple and the Customer hereby agrees that it will use such confidential information solely for the purposes of operating the Application and that it shall not disclose, whether directly or indirectly, to any third party such information.

10.2 GoSimple agrees to keep the Customer's data maintained on the ASP System confidential in accordance with clause 5.2.3 above.

10.3 The foregoing provisions shall not prevent the disclosure or use by either party of any information which is or hereafter, through no fault of the receiving party, becomes public knowledge or to the extent permitted by law.

11. Liability

11.1 Errors

GoSimple does not warrant that the Application and the GoSimple Software will be error free but will use all reasonable endeavours to correct any software errors that may be discovered.

11.2 Subject to Clause 11.5 GoSimple undertakes to use all reasonable endeavours to ensure that the Application is accessible using the ASP System during the uptime specified in clause 5.1 and that if any material errors occur in the Application or the ASP System they will addressed as soon as possible.

11.3 The Customer having evaluated the Application free of charge during the trial period, other than as provided in clauses 11.1, 11.2 and 11.5, GoSimple shall not be liable in contract, tort or otherwise for any direct, indirect or consequential loss, loss of profits or damage sustained by the Customer or others directly or indirectly making use of the Application, the ASP System and GoSimple Software including but not limited to any loss or damage resulting as a consequence of any defects, delays, interruptions or failures in the ASP System, GoSimple Software or inaccuracies or errors in the Application and specifically excludes the same to the extent permitted by law.

11.4 Unless otherwise excluded pursuant to the provisions of this Clause, the liability of GoSimple in contract, tort or otherwise for any direct, indirect or consequential loss, loss of profits or damage (excluding death or personal injury) sustained by the Customer or others directly or indirectly making use of or arising in any way from the Application, the ASP System and GoSimple Software whether arising as a result of GoSimple's negligence, wilful default, misrepresentation or other breach or breaches of its duties or obligations, shall be limited to £250,000.

11.5 Where the Customer is using the Application free of charge, such use is made for trial purposes only and the Customer shall not be entitled to rely upon the adequacy of the Application or the ASP System to any extent and the provisions of clauses 11.1 and 11.2 shall not apply. The Customer shall maintain in place adequate bookkeeping and accounting procedures outside the ASP System and the Application ("Externals") on which Externals it shall place sole reliance for such services. This clause 11.5 shall cease to have effect at the end of such trial period and after the Customer has paid for future use of the Application.

12. Term and Termination

12.1 The Licence shall commence:

12.1.1 on payment of the charge pursuant to clause 8 and shall continue for a period of one year fixed; or

12.1.2 at the commencement of the trial period offered and shall continue for that period unless terminated by either party giving to the other one week's notice.

12.2 The Customer may apply for renewal of the Licence at the end of the fixed period of one year at the then prevailing rate and on the terms of this Licence (including this sub-clause).

12.3 Notwithstanding any other provisions herein contained, and without prejudice to any other rights such party serving notice may have, either the Customer or GoSimple may forthwith terminate the Licence by written notice to the other if any of the following events shall occur:

12.3.1 if the other party commits any breach of these terms any conditions and fails to remedy such breach (or in so far as such breach is not capable of remedy to furnish adequate compensation therefor) within (30) thirty days after receiving written notice from the party requiring it so to do;

12.3.2 if the other party becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a private limited or a public limited company or equivalent organisation in the jurisdiction of the applicable law) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution shall be threatened or levied upon any equipment and/or software or other property of the party entitled to serve notice hereunder or if the other party is unable to pay its debts.

12.4 Termination shall be without prejudice to any accrued rights of either party and shall not affect obligations which are expressed not to be affected by expiry or termination hereof.

13. Force Majeure

Neither the Customer nor GoSimple shall be liable to the other in any way whatsoever for failure, interruption, delay or any other matters of any nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes; fire, explosion, earthquake, acts of God, flood, drought or bad weather; the failure of or interruption to the ASP System, GoSimple Software, the Application or problems associated with transmission or access by/to the ASP System; the unavailability of upgrade material, information or Application for or to update the ASP System, Application or GoSimple Software; or the requisitioning or other act or order by any government department, council or other constituted body, save where such of the above on which reliance is sought is caused directly by the act of the party seeking to rely thereon.

14. Notices

14.1 All notices to or by the respective parties hereto shall be in writing in the English language and shall be deemed to have been duly given when posted by recorded delivery post sent by facsimile or emailed to the party to which such notice is required to be given at the address specified in this website or in the Customer's sign-up application as the case may be.

14.2 A Customer or GoSimple shall be entitled to notify in accordance with clause 14.1 the other party with changed contact details for the purposes of giving notice hereunder.

14.3 Notices sent by facsimile, secure message via the application or email shall be deemed received the first working day following such delivery or sending. Notices which have been posted shall be deemed received on the second working day following posting.

15. Assignment

The Customer shall not, without the prior written consent of GoSimple, assign or transfer any of its rights to any other person, firm or company.

16. Waiver

Failure or neglect by GoSimple to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of GoSimple's rights hereunder nor in any way affect the validity of the whole or any part of the Terms or the Licence nor prejudice GoSimple's rights to take subsequent action.

17. Headings

The headings of the paragraphs of these Terms are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation thereof.

18. Severability

In the event that any or any part of the terms, conditions or provisions contained herein shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

19. Law

The Licence and the Terms shall be governed and construed in all respects in accordance with English Law.

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